Indemnification of the Executive. The Company agrees to indemnify Executive (and his heirs, executors, and administrators), and to advance expenses related to this indemnification, to the fullest extent permitted under applicable law and regulations, against any and all expenses and liabilities that Executive reasonably incurs in connection with or arising out of any action, suit, or proceeding in which he may be involved by reason of his service as an Executive of the Company or any of its subsidiaries or Affiliates (whether or not he continues to be an Executive at the time of incurring any such expenses or liabilities). Covered expenses and liabilities include, but are not limited to, judgments, court costs, and attorneys’ fees and the costs of reasonable settlements, subject to Board approval, if the action is brought against Executive in his capacity as an Executive of the Company or any of its subsidiaries or Affiliates. Indemnification for expenses will not extend to matters related to Executive’s termination for Cause. Notwithstanding anything in this Section 8.1 to the contrary, the Company will not be required to provide indemnification prohibited by applicable law or regulation. The obligations of this Section 8.1 will survive the term of this Agreement by a period of six (6) years.
Indemnification of the Executive. In the event a Change of Control occurs, FII will indemnify the Executive for reasonable legal fees and expenses subsequently incurred by the Executive through legal counsel approved in advance by FII (which approval will not be unreasonably withheld) in seeking to obtain or enforce any right or benefit provided under this Agreement, including but not limited to the rights and benefits provided under this Article, provided, however, that such right to indemnification will not apply unless the Executive or the Executive’s beneficiaries are successful in establishing, privately or otherwise, that Executive’s or their position is substantially correct, or that FII’s position is substantially wrong or unreasonable. Subject to the foregoing restrictions, FII will pay reasonable costs and expenses, including counsel fees, which the Executive or the Executive’s beneficiaries may incur in connection therewith directly to the provider of the services or as may otherwise be directed by the Executive or the Executive’s beneficiaries. Payments payable hereunder by FII will be made not later than thirty (30) days after a request for payment has been received from the Executive with such evidence of indemnifiable fees and expenses as FII may reasonably request.
Indemnification of the Executive. The Company shall indemnify the Executive to the extent provided under the Company’s Articles of Incorporation or By-laws, and any separate indemnification agreement between the Company and the Executive, if any.
Indemnification of the Executive. The Company shall, to the extent permitted by the Bylaws of the Company, in a manner as applied to other officers of the Company, indemnify, protect and hold the Executive harmless from and against any expenses, including reasonable attorneys’ fees and expenses, claims, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising out of, or related to, the Executive's employment by the Company or any of its Subsidiaries. The Company shall cause the Executive to be covered under directors and officers liability insurance policies in reasonable amounts in accordance with the Company's standard corporate policies.
Indemnification of the Executive. Fidelity Southern, the Bank or Affiliates shall indemnify the Executive and shall advance reasonable reimbursable expenses incurred by the Executive in any proceeding against the Executive, including a proceeding brought in the right of Fidelity Southern, the Bank or any Affiliate, as a director or officer of Fidelity Southern, the Bank or any Affiliate thereof, except claims and proceedings brought directly by Fidelity Southern, the Bank or any Affiliate against the Executive, to the fullest extent permitted under the Georgia Business Corporation Code, and the Articles of Incorporation and By-Laws of Fidelity Southern, the Bank or any applicable Affiliate, as such Code, Articles or By-Laws may be amended from time to time hereafter. Such indemnities and advances shall be paid to the Executive on the next normal payroll payment date after the Executive's rights to such amounts are no longer in dispute; provided, however, that if the Executive is a Specified Employee such payments shall not be made before the date that is six months after the date of the Executive's Termination of Employment.
Indemnification of the Executive. Fidelity Southern, the Bank or Affiliates shall indemnify the Executive and shall advance reasonable reimbursable expenses incurred by the Executive in any proceeding against the Executive, including a proceeding brought in the right of Fidelity Southern, the Bank or any Affiliate, as a director or officer of Fidelity Southern, the Bank or any Affiliate thereof, except claims and proceedings brought directly by Fidelity Southern, the Bank or any Affiliate against the Executive, to the fullest extent permitted under the Georgia Business Corporation Code, and the Articles of Incorporation and By-Laws of Fidelity Southern, the Bank or any applicable Affiliate, as such Code, Articles or By-Laws may be amended from time to time hereafter. Such indemnities and advances shall be paid to the Executive on the next normal payroll payment date after the Executive’s rights to such amounts are no longer in dispute.
Indemnification of the Executive. Fidelity shall indemnify the Executive and shall advance reasonable reimbursable expenses incurred by the Executive in any proceeding against the Executive, including a proceeding brought in the right of Fidelity, as a director or officer of Fidelity or any Affiliate thereof, except claims and proceedings brought directly by Fidelity against the Executive, to the fullest extent permitted under the Georgia Business Corporation Code, and the Articles of Incorporation and By-Laws of Fidelity, as such Code, Articles or By-Laws may be amended from time to time hereafter. Such indemnities and advances shall be paid to the Executive on the next normal payroll payment date after the Executive’s rights to such amounts are no longer in dispute.
Indemnification of the Executive. In addition to any rights to indemnification to which the Executive is entitled under the Company’s Articles of Incorporation or By-laws, the Company shall fully indemnify the Executive at all times during and after the term of this Agreement, on a current basis, for any and all claims arising out of or relating to the Executive’s performance of his duties under this Agreement to the maximum extent permitted by law, and will pay all expenses, costs, and attorneys’ fees associated with the Executive’s defense of any indemnifiable claim hereunder as such fees and costs are incurred, provided that the Executive shall not be indemnified with respect to matters to which he has (a) not acted based upon a good faith belief that his conduct was in the best interests of the Company, (b) acted with gross negligence (for reasons other than an inability to perform caused by a documented physical or mental condition) or willful misconduct, or (c) been convicted of a felony.
Indemnification of the Executive. 14.1.1 The Company shall, at all times during the term of this Agreement and thereafter, to the fullest extent permitted by the Corporation Law of the State of Nevada (as amended from time to time), defend, indemnify and hold the Executive harmless from and against any and all judgments, fines, amounts paid in settlement, reasonable and necessary out of-pocket expenses (including reasonable attorneys' fees), liabilities, damages, costs and claims actually incurred by or asserted against him arising out of, resulting from or relating to:
Indemnification of the Executive. In the event a Change of Control occurs, FII will indemnify the Executive for reasonable legal fees and expenses subsequently incurred by the Executive through legal counsel approved in advance by FII (which approval will not be unreasonably withheld) in seeking to obtain or enforce any right or benefit provided under this Executive Agreement, including but not limited to the rights and benefits provided under this Article, provided, however, that such right to indemnification will not apply unless the Executive or the Executive’s beneficiaries are successful in establishing, privately or otherwise, that Executive’s or their position is substantially correct, or that Five Star Bank’s or FII’s position is substantially wrong or unreasonable, or in the event that the disagreement is resolved by settlement, FII will pay reasonable costs and expenses, including counsel fees, which the Executive or the Executive’s beneficiaries may incur in connection therewith directly to the provider of the services or as may otherwise be directed by the Executive or the executive’s beneficiaries. Payments payable hereunder by FII will be made not later than thirty (30) days after a request for payment has been received from the Executive with such evidence of indemnifiable fees and expenses as FII may reasonably request.
