This indemnification agreement for directors template has 6 pages and is a MS Word file type listed under our human resources documents.
Sample of our indemnification agreement for directors template:
INDEMNIFICATION AGREEMENT This Indemnification Agreement (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "Indemnitor"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST INDEMNITEE NAME] (the "First Indemnitee"), an individual with his main address located at: [COMPLETE ADDRESS] AND: [SECOND INDEMNITEE NAME] (the "Second Indemnitee"), an individual with his main address located at: [COMPLETE ADDRESS] WHEREAS, the Indemnitors wish to induce each of the Indemnitees to continue to serve as a director and an officer of the Corporation, and each of the Indemnitees is willing, under certain circumstances, to continue to serve as a director and as an officer of the Corporation; WHEREAS, the Indemnitees have indicated that they do not regard the indemnities available under the ByLaws of the Corporation as adequate to protect them against the risks associated with their acting as directors and officers of the Corporation; WHEREAS the Indemnitors and Indemnitees therefore agree they should enter into this Indemnification Agreement in order to provide greater protection to the Indemnitees against such risks involved in serving as directors and officers of Corporation; and WHEREAS, Section [SPECIFY] of the [YOUR COUNTRY BUSINESS CORPORATION ACT/LAW/RULE], under which [YOUR COUNTRY LAW] the Corporation is incorporated, empowers corporations to indemnify a person serving as a director or officer of such corporation and a person who serves at the request of a corporation as a director or officer of a body corporate of which such corporation is a shareholder or creditor; NOW THEREFORE, in order to induce the Indemnitees to continue to serve as directors and officers of the Corporation and in consideration of their continued service, the Indemnitors hereby agree to indemnify the Indemnitees as follows: INDEMNITY Subject to the provisions of Clause [NUMBER] hereof, the Indemnitors hereby undertake to indemnify each of the Indemnitees and their respective legatees, executors, administrators or assigns, for any Expenses (as hereinafter defined) which such Indemnitee is or becomes legally obligated to pay in connection with any Proceeding (as hereinafter defined), as follows: All claims for expenses not exceeding [AMOUNT] shall be made to the Corporation only and the remaining Indemnitors shall have no responsibility or liability therefore; and All claims in excess of [AMOUNT] shall be made to all the Indemnitors, provided however that no Indemnitor shall be liable for more than his, her or its (as the case may be) pro rata share of any such claim, notwithstanding the insolvency or bankruptcy of any of the Indemnitors. As used in this Agreement, the term "Proceeding" shall include any threatened, pending or completed claim, action, suit or proceeding, whether brought by or in the right of the Indemnitors or otherwise (provided, in the case of a Proceeding by or on behalf of the Indemnitors that approval of the court to the Corporation's indemnification of the Indemnitee has been obtained as required [YOUR COUNTRY ACT/LAW/RULE]) and whether of a civil, criminal, administrative or investigative nature, in which an Indemnitee may be or may have been involved as a party or otherwise by reason of the fact that such Indemnitee is or was a director or an officer of the Corporation, by reason of any actual or alleged error or misstatement or misleading statement made or suffered by such Indemnitee while acting as such director and/or officer or by reason of any action taken by him or of any inaction on his part while acting as such director and/or officer; provided, that in each such case such Indemnitee acted honestly and in good faith with a view to the best interests of the Corporation, and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, provided that such Indemnitee had reasonable grounds to believe that his conduct was lawful. As used in this Agreement, the term "other enterprise" shall include, without limitation, employee benefit plans and administrative committees thereof, and the term "fines" shall include any excise tax assessed with respect to any employee benefit plan. EXPENSES As used in this Agreement, the term "Expenses" shall include, without limitation, damages, judgments, fines, penalties, settlements and costs, attorneys' fees and disbursements and costs of attachment or similar bonds, investigations, and any expenses of establishing a right to indemnification under this Agreement. ENFORCEMENT If a claim or request under this Agreement is not paid by any or all of the Indemnitors, or on their behalf, within [NUMBER] days after a written claim or request has been received by the Indemnitors, the Indemnitee making such claim may at any time thereafter bring suit against the Indemnitors to recover the unpaid amount of the claim or request and if successful in whole or in part, such Indemnitee shall be entitled to be paid also the Expenses of prosecuting such suit. The Indemnitors shall have the right to recoup from such Indemnitee the amount of any item or items of Expenses paid by the Indemnitors pursuant to this Agreement to the extent such Expenses are not reasonable in nature or amounts; provided, however, that the Indemnitors shall have the burden of proving such Expenses to be unreasonable. The burden of proving that such Indemnitee is not entitled to indemnification for any other reason shall be upon the Indemnitors. SUBROGATION In the event of payment under this Agreement, the Indemnitors shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee(s), who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Indemnitors effectively to bring suit to enforce such rights. EXCLUSIONS The Indemnitors shall not be liable under this Agreement to pay any Expenses in connection with any claim made against an Indemnitee: to the extent that payment is actually made to such Indemnitee under a valid, enforceable and collectible insurance policy; to the extent that such Indemnitee is indemnified and actually paid otherwise than pursuant to this Agreement; in connection with a judicial action by or in the right of the Corporation, in respect of any claim, issue or matter as to which such Indemnitee shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Indemnitee is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper; which is proved by final judgment in a court of law or other adjudication to have been based upon or attributable to such Indemnitee in fact having gained any personal profit or advantage to which he was not legally entitled;
