Board-Authorized Indemnification Clause Samples
The Board-Authorized Indemnification clause allows a company's board of directors to approve the protection of individuals, such as directors, officers, or employees, from personal liability for actions taken in good faith while performing their duties. Typically, this means the company will cover legal expenses, settlements, or judgments arising from lawsuits related to their official roles, provided the board formally authorizes such indemnification. This clause serves to encourage qualified individuals to serve in leadership positions by reducing their personal financial risk, thereby ensuring the company can attract and retain capable management.
Board-Authorized Indemnification. The Corporation hereby agrees to hold harmless and indemnify the Executive to the full extent that the State Statute, or any amendment thereof or other statutory provision adopted after the date hereof, authorizes such indemnification by action of the Board of Directors without shareholder approval. Such indemnification, and the conditions and limitations thereon set forth in the State Statute, shall not in any respect limit, condition or otherwise restrict the indemnification set forth in Section 2 hereof.