The Director Indemnification Agreement is a fundamental document in Irish corporate governance, typically implemented when a director is appointed or as part of a company's risk management strategy update. It serves to protect directors while performing their duties by clearly defining the scope and process of indemnification under Irish law. The agreement is essential in today's complex business environment where directors face increasing scrutiny and potential liability. It addresses various scenarios including legal proceedings, regulatory investigations, and other claims that may arise during or after their tenure. The document must comply with the Companies Act 2014 and other relevant Irish legislation, while also considering practical aspects such as D&O insurance coordination and expense advancement procedures. This agreement is particularly crucial for companies seeking to attract and retain qualified directors by providing them with comprehensive protection against personal liability while serving on the board.
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1. Parties: Identification of the company and the director being indemnified
2. Background: Context of the agreement, including director's appointment and purpose of indemnification
3. Definitions: Key terms used throughout the agreement, including 'Proceedings', 'Liabilities', 'Claims', etc.
4. Indemnification: Core provisions detailing the scope and extent of indemnification obligations
5. Limitations on Indemnification: Statutory and regulatory restrictions on indemnification under Irish law
6. Notification and Defense of Claims: Procedures for notifying the company of claims and managing defense proceedings
7. Advancement of Expenses: Terms for advance payment of legal and other expenses
8. Determination of Entitlement: Process for determining whether indemnification is appropriate in specific cases
9. D&O Insurance: Provisions regarding maintenance of directors' and officers' liability insurance
10. Duration of Agreement: Term of the agreement and survival of rights after directorship ends
11. General Provisions: Standard contractual terms including governing law, amendments, notices, and severability
1. Additional Indemnification Rights: Used when the director has separate indemnification rights under the constitution or other agreements
2. Regulatory Compliance: Additional provisions for regulated entities or financial institutions
3. International Coverage: Added for directors with responsibilities in multiple jurisdictions
4. Subsidiary Coverage: Include when director serves on boards of subsidiary companies
5. Tax Indemnification: Specific provisions for tax-related liabilities and obligations
6. Contribution: Provisions for cases where full indemnification is not available but partial contribution is permitted
1. Schedule 1 - Specific Positions Covered: List of director positions and roles covered by the indemnification
2. Schedule 2 - Pre-existing Claims: Details of any known claims or proceedings at the time of agreement
3. Schedule 3 - D&O Insurance Specifications: Details of required insurance coverage including limits and terms
4. Appendix A - Form of Undertaking: Standard form for director's undertaking to repay advanced expenses if indemnification proves inappropriate
5. Appendix B - Claims Notification Procedure: Detailed procedures for notifying and handling claims
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