端口445Director Indemnification Agreement董事补
偿协议-
This Agreement made and entered into, as of _________,_________,_________(M/D/Y) (the AGREEMENT ), by and between AAA, Inc., a _________$ corporation (the COMPANY , which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company), and _________ ( INDEMNITEE ).糖醋汁做法
WHEREAS, it is esntial to the Company that it be able to retain and attract as directors the most capable persons available;
WHEREAS, the Company desires to provide Indemnitee with specific contractual assurance of Indemnitee’s rights to full indemnification against litigation risks and expens (regardless, among other things, of any amendment to or revocation of any such bylaws or any change in the ownership of the Company or the composition of its Board of Directors); and
WHEREAS, Indemnitee is relying upon the rights afforded under this Agreement in continuing in Indemnitee’s position as a director of the Company.
NOW, THEREFORE, in consideration of the promis and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
1. DEFINITIONS.
(a) CORPORATE STATUS describes the status of a person who is rving or has rved (i) as a director of the Company, including as a member of any committee thereof, (ii) in any capacity with respect to any employee benefit plan of the Company, or (iii) as a director, partner, trustee, officer, employee, or agent of any other Entity (as defined below) at the request of the Company. For purpos of subction (iii) of this Section 1(a), an officer or director of the Company who is rving or has rved as a director, partner, trustee, officer, employee or agent of a Subsidiary (as defined below) shall be deemed to be rving at the request of the Company.
(b) ENTITY shall mean any corporation, partnership, limited liability company, joint venture, trust, foundation, association, organization or other legal entity.
(c) EXPENSES shall mean all fees, costs and expens incurred
in connection with any Proceeding (as defined below), including, without limitation, reasonable attorn印度面积和人口
eys’ fees, disburments and retainers (including, without limitation, any such fees, disburments and retainers incurred by Indemnitee pursuant to Sections 8 and 10(c) of this Agreement), fees and disburments of expert witness, private investigators and professional advisors (including, without limitation, accountants and investment bankers), court costs, transcript costs, fees of experts, travel expens, duplicating, printing and binding costs, telephone and fax transmission charges, postage, delivery rvices, cretarial rvices and other disburments and expens.
(d) INDEMNIFIABLE EXPENSES, INDEMNIFIABLE LIABILITIES and INDEMNIFIABLE AMOUNTS shall have the meanings ascribed to tho terms in Section 3(a) below.
(e) LIABILITIES shall mean judgments, damages, liabilities, loss, penalties, exci taxes, fines and amounts paid in ttlement of any nature.
(f) PROCEEDING shall mean any threatened, pending or completed claim, action, suit, arbitration, alternate dispute resolution process, investigation, administrative hearing, appeal, or any other
三亚旅游景点proceeding, whether civil, criminal, administrative, arbitrative or investigative, whether formal or informal, including a proceeding initiated by Indemnitee pursuant to Section 10 of this Agreement to enforce Indemnitee’s rights hereunder.
(g) SUBSIDIARY shall mean any corporation, partnership, limited liability company, joint venture, trust or other Entity of which the Company owns (either directly or through or together with another Subsidiary of the Company) either (i) a general partner, managing member or other similar interest or (ii) (A) 50% or more of the voting power of the voting capital or other voting equity interests of such corporation, partnership, limited liability company, joint venture or other Entity, or (B) 50% or more of the outstanding voting capital stock or other voting equity interests of such corporation, partnership, limited liability company, joint venture or other Entity. Notwithstanding the foregoing, an Entity will be deemed a Subsidiary of the Company for the purpos of this Agreement if the Company is, directly or indirectly, the single largest equity holder of such Entity.
2. SERVICES OF INDEMNITEE. In consideration of the Company’s covenants and commitments hereunder, Indemnitee agrees to rve or continue to rve as a director of the Company, until the earlier of Indem nitee’s resignation, replacement or removal.
However, this Agreement shall not impo any obligation on Indemnitee or the Company to continue Indemnitee’s rvice to the Company beyond any period otherwi required by law or by other agreements or commitments of the parties, if any.
美女内衣图3. AGREEMENT TO INDEMNIFY. The Company agrees to indemnify Indemnitee as follows:
牛郎织女故事
(a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expens and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as INDEMNIFIABLE EXPENSES and INDEMNIFIABLE LIABILITIES, respectively, and collectively as INDEMNIFIABLE AMOUNTS ).
花乡二手车交易市场
宝宝百天寄语(b) To the extent permitted by applicable law and subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status, Indemnitee shall be
