Stockholder Approval Of Indemnification Agreement

April 12, 2021

A similar principle applies to compensation agreements. An agreement may offer greater specificity or broader rights than the certificate and statutes, but the agreement must be consistent with those documents. If the agreement limits the rights that directors and officials have under the certificate or statutes, individuals may simply attempt to assert their rights on those documents. Similarly, the compensation provisions should exclude compensation and advance for claims made by a director or officer, so that there is no cover in these situations. A broad provision providing for protection "to the fullest extent permitted by law" may be extended to situations in which a director or official files a complaint against the company. An important exception to this exclusion is for "fees-on-fees," royalties for the application of compensation rights and advance. Modern compensation rules generally contain an explicit language that states that directors and civil servants are entitled to a fee if they successfully assert their rights. So-called enterprises and their boards of directors are also well advised to reconsider the compensation provisions contained in their constituent documents (constitutions and statutes), to consider the need for compensation agreements when they do not already have them, and to ensure that there are no significant gaps between the protection boards and senior managers prior to their legal or contractual compensation rights. , and their insurance rights.

The following "summary" section contains a list of important issues that companies and their boards of directors should consider, followed by a more in-depth review of each of these issues. The company`s board of directors (the "board") found that, in order to attract and retain qualified individuals, the company will attempt to maintain liability insurance at its own expense to protect the company and its subsidiaries from certain debts. While the introduction of such insurance is common and widespread in U.S.-based and other businesses, the Company believes that it will only be able to access such insurance in the future at higher premiums and with higher exclusions, given current market conditions and trends. At the same time, directors, officers and others who are serving in companies or companies are increasingly exposed to costly and time-consuming litigation, including issues that would traditionally have been brought against the company or the company itself. Compensation may also be eligible under the Delaware State Corporations Act ("DGCL"). The statutes and the DGCL expressly state that the compensation provisions set out in them are not exclusive, taking into account the possibility of entering into contracts between the company and board members, senior executives and others with respect to compensation; The intent of this agreement is to guarantee compensation rights as favourable as Delaware General Corporation Law and Delaware State Public Order allow. Accordingly, the parties agree that if the compensation is eligible under this agreement, the following procedures and presumptions apply: (a) In order to obtain compensation under this agreement, the detachment submits a written request to the company, including in the company or with the documents and information reasonably available for compensation and reasonably necessary. , to determine whether and to what extent the award is eligible.

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