An Insurance Agreement for a director is an agreement whereby a company agrees to
provide a director with ?directors and officers liability insurance? (D&O Insurance), for
liabilities incurred in connection with their position with the company. This agreement is
generally in addition to other protections that a director is eligible for under instruments
such as certificate of incorporation, by-laws of company and indemnification
agreements. The agreement contains standard language generally used in this type of
agreement, however, additional language may be added by the parties to ensure their
needs are met. Use this document if a company wants to protect a director for actions
taken in connection with his or her position with the company.
This Insurance Agreement ("Agreement") is made as of ____________ [Instruction: Insert
Date] (“Commencement Date”), by and between ___________________ [Instruction: Insert
Name of Company], _______________________ [Instruction: Insert Address] (the
"Company"), and ___________________ [Instruction: Insert Name of Executive],
_______________________ [Instruction: Insert Address] (the “Executive”).
WHEREAS, the Executive is currently [Instruction: Choose One: a member of the Board of
Directors /// an officer] of the Company, and is performing valuable services for the Company;
WHEREAS in order to induce a long term employment of the Executive with the Company,
Company desires to provide Executive with additional and adequate protection against the risks
associated with his or her services to the Company in addition to Company's Certificate of
Incorporation, the indemnities available under the Company's Bylaws, and a certain
indemnification agreement dated ____________ [Instruction: Insert Date] (the
NOW, THEREFORE, in order to induce the Executive to continue to serve as an executive of the
Company and of certain subsidiaries and affiliates of the Company, in consideration for the
Executive’s continued services, the parties hereby agree as follows:
A. The Company shall maintain in full force and effect, at its own expense, director and
officer liability insurance ("Insurance") coverage for the Executive at least as favorable as
_________________________________ [Instruction: Specify amount and scope of
Coverage]. Such obligation to provide coverage shall continue for as long as the Executive may
be subject to any possible claim which might be covered under such Insurance coverage.
Company shall produce evidence of Insurance coverage within thirty (30) days of the
B. The Company agrees that monetary damages would not be a sufficient remedy for any
breach of paragraph 1(A) above and that the Executive shall be entitled to specific performance,
injunctive relief and/or other equitable remedies for any such breach. The foregoing remedies
shall not be deemed to be the exclusive remedies of Executive, and shall be in addition to all
other remedies available at law or in equity to the Executive. The Company waives any
requirement for the securing or posting of any bond in connection with any such remedy.
A. As soon practicable, the Executive shall provide Company with written notice of any
action, suit, or proceeding, whether civil, criminal, administrative or investigative brought
against the Executive for which the Insurance coverage may be applicable ("Proceeding").
B. The Executive shall promptly provide to the Company and the then-current Insurance
company all information related to the Proceeding as may be reasonably required, and use
reasonable effects to shall cooperate with Company and the then-current Insurance company.
Notwithstanding the foregoing, in the event that a Proceeding is brought by the Company, or if
the Company is assisting or cooperating in the prosecution of a Proceeding against the
Executive, the Executive shall only be required to provide information to and cooperate with the
then-current Insurance company.
A. Nothing herein shall be construed to diminish or otherwise restrict the Executive's right to
indemnification under any provision of the Certificate of Incorporation or Bylaws of the
Company, the Indemnification Agreement, under ____________ [Instruction: Insert State] law,
or under any other obligation whatsoever of the Company to indemnify the Executive.
B. This Agreement shall be binding upon all successors and assigns of the Company
(including any transferee of all or substantially all of its assets and any successor by merger,
consolidation, or operation of law) and shall inure to the benefit of the heirs, personal
representatives and estate of the Executive.
C. This Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one instrument.
D. This Agreement shall be governed by and interpreted according to the laws of the State of
______________________, [Instruction: Insert State], applicable to agreements to be wholly
performed therein, with jurisdiction exclusive to the Federal and State courts located in the
County of _____________ [Instruction: Insert County], State of ______________
[Instruction: Insert State].
E. This Agreement constitutes the entire, final and exclusive understanding and agreement
between the parties with respect to the sub