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Indemnification Agreement For Officers And Directors
"I need an Indemnification Agreement for Officers and Directors for our newly appointed CFO who will serve on multiple subsidiary boards across Pakistan and UAE, starting March 2025, with specific provisions for cross-border protection and coordination with our existing D&O insurance policy."
1. Parties: Identification of the company and the director/officer being indemnified
2. Background: Context of the agreement, including the individual's role and the company's desire to attract and retain qualified personnel
3. Definitions: Key terms including 'Proceedings', 'Expenses', 'Losses', 'Indemnifiable Events', and other relevant definitions
4. Indemnification Obligation: Core provision detailing the company's obligation to indemnify the director/officer
5. Scope of Indemnification: Specific details of what is covered, including types of proceedings and expenses
6. Advancement of Expenses: Provisions for advancing legal and other expenses before final disposition
7. Procedures for Claiming Indemnification: Process for making claims and determining entitlement to indemnification
8. Presumptions and Effect of Certain Proceedings: Presumptions in favor of the indemnitee and effect of certain determinations
9. Non-Exclusivity: Clarification that rights are not exclusive of other rights under law or organizational documents
10. Subrogation: Company's rights of subrogation against third parties
11. Duration of Agreement: Term of the agreement and survival of rights
12. Governing Law and Jurisdiction: Specification of Pakistani law and relevant jurisdiction
13. Notices: Process for giving formal notices under the agreement
14. Execution: Signature blocks and execution formalities
1. Directors' and Officers' Liability Insurance: Coordination with D&O insurance policies, used when the company maintains such insurance
2. Special Positions: Additional provisions for specific roles (e.g., committee members, subsidiary boards), used when the individual serves in multiple capacities
3. Change in Control: Special provisions applying in case of company ownership changes, relevant for listed companies or those likely to undergo ownership changes
4. Severability: Provisions for maintaining validity of remaining terms if some are found invalid, particularly important in complex regulatory environments
5. Corporate Authorization: Specific authorization details, important for listed companies or where special board approval is required
6. International Coverage: Provisions for cross-border protection, relevant when the director/officer operates internationally
1. Schedule 1: Position Details: Current positions held by the indemnitee in the company and related entities
2. Schedule 2: Specific Excluded Events: List of any specifically excluded events or circumstances from indemnification coverage
3. Schedule 3: Insurance Details: Details of existing D&O insurance policies and coverage (if applicable)
4. Appendix A: Form of Indemnification Claim: Standard form for making indemnification claims
5. Appendix B: Undertaking Form: Standard form of undertaking for expense advancement
Authors
Articles of Association
Board of Directors
Change in Control
Company
Companies Act
Corporate Status
Disinterested Director
Expenses
Good Faith
Indemnitee
Indemnifiable Event
Indemnification Period
Independent Counsel
Losses
Notice of Claim
Other Enterprise
Pakistani Courts
Proceeding
Related Entity
Reviewing Party
Securities Act
Subsidiary
Undertaking
Voting Securities
Indemnification Rights
Scope of Indemnity
Exclusions
Advancement of Expenses
Notification and Defense
Determination of Entitlement
Insurance
Non-Exclusivity
Subrogation
Duration and Survival
Severability
Governing Law
Dispute Resolution
Notices
Amendment
Assignment
Entire Agreement
Third Party Rights
Waiver
Confidentiality
Corporate Authorization
Force Majeure
Counterparts
Costs and Expenses
Banking & Financial Services
Manufacturing
Technology
Healthcare
Energy
Telecommunications
Real Estate
Retail
Transportation & Logistics
Education
Professional Services
Construction
Mining
Agriculture
Pharmaceutical
Legal
Corporate Governance
Board of Directors
Executive Management
Risk Management
Compliance
Corporate Affairs
Company Secretariat
Internal Audit
Finance
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Executive Director
Non-Executive Director
Independent Director
Company Secretary
Board Chairman
Audit Committee Chair
Risk Committee Chair
Managing Director
Regional Director
Subsidiary Director
Vice President
Senior Vice President
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