Indemnification. No Employee, Director, or member of the Committee shall be liable for any action taken or omitted to be taken by such member, by any other Employee, Director or member of the Committee in connection with the performance of duties under the Plan, except for such person’s own willful misconduct or as expressly provided by statute. Employees, Directors and members of the Committee shall be indemnified in connection with their administration of the Plan to the fullest extent provided by applicable law and by the Bylaws of the Company.
Liability and Indemnification. No Employee, Director, or member of the Committee shall be personally liable by virtue of any instrument executed by the member, or on the members behalf, as a member of the Committee. Neither the Company nor a Participating Employer, nor any of their respective officers or directors, nor any member of the Committee, shall be personally liable for any action taken or omittedinaction with respect to any duty or responsibility imposed upon such person by the terms of the Plan except when the same is finally judicially determined to be taken bydue to the self dealing, willful misconduct or recklessness of such member, byperson. The Company shall indemnify and hold harmless its officers, directors, and those of any other Employee, Director orParticipating Employer, and each member of the Committee against any and all claims, losses, damages, expenses (including attorneys fees and the advancement thereof), and liability (including, in connection with the performance of duties undereach case, amounts paid in settlement), arising from any action or failure to act regarding the Plan, except for such person’s own willful misconduct or as expressly providedto the greatest extent permitted by statute. Employees, Directors and membersapplicable law. The foregoing right of the Committeeindemnification shall be indemnified in connection with their administration of the Planaddition to the fullest extent provided by applicable law and by the Bylaws of the Company.any other rights to which any such person may be entitled.
No Liability; Indemnification. No Employee, Director, or memberNeither the Board nor any Committee member, nor any Person acting at the direction of the CommitteeBoard or the Committee, shall be liable for any action takenact, omission, interpretation, construction or omitteddetermination made in good faith with respect to be taken by such member, bythe Plan, any other Employee, DirectorAward or any Award Agreement. The Company and its Affiliates shall pay or reimburse any member of the CommitteeCommittee, as well as any Director, Employee, or Consultant who takes action in connection with the Plan, for all expenses incurred with respect to the Plan, and to the full extent allowable under Applicable Law shall indemnify each and every one of them for any claims, liabilities, and costs (including reasonable attorney’s fees) arising out of their good faith performance of duties under the Plan, exceptPlan. The Company and its Affiliates may obtain liability insurance for such person’s own willful misconduct or as expressly provided by statute. Employees, Directors and members of the Committee shall be indemnified in connection with their administration of the Plan to the fullest extent provided by applicable law and by the Bylaws of the Company.this purpose.
No Liability; Indemnification. No Employee, Director, or memberNeither the Board nor any Committee member, nor any Person acting at the direction of the CommitteeBoard or the Committee, shall be liable for any action takenact, omission, interpretation, construction or omitteddetermination made in good faith with respect to be taken by such member, bythe Plan, any other Employee, DirectorAward or any Award Agreement. The Company and its Affiliates shall pay or reimburse any member of the CommitteeCommittee, as well as any Director, Employee, or Consultant who takes action in connection with the Plan, for all expenses incurred with respect to the Plan, and, to the full extent allowable under Applicable Law, shall indemnify each and every one of them for any claims, liabilities, and costs (including reasonable attorneys’ fees) arising out of their good faith performance of duties under the Plan, exceptPlan. The Company and its Affiliates may obtain liability insurance for such person’s own willful misconduct or as expressly provided by statute. Employees, Directors and members of the Committee shall be indemnified in connection with their administration of the Plan to the fullest extent provided by applicable law and by the Bylaws of the Company.this purpose.
Indemnification. No Employee, Director, or member of the CommitteeBoard or the Committee, nor any officer or employee of the Company or Parent Company or Subsidiary acting on behalf of the Board or the Committee, shall be personally liable for any actionaction, determination or interpretation taken or omittedmade in good faith with respect to be taken by such member, by any other Employee, Director or member of the Committee in connection with the performance of duties under the Plan, except for such person’s own willful misconduct or as expressly provided by statute. Employees, Directors and all members of the Board or the Committee shall be indemnified in connection with their administrationand each and any officer or employee of the PlanCompany or any Parent Company or any Subsidiary acting on their behalf shall, to the fullest extent providedpermitted by applicable lawlaw, be fully indemnified and protected by the BylawsCompany in respect of the Company.any such action, determination or interpretation.
Indemnification. No Employee, Director,Indemnity. Each person who is or will have been a member of the Board of Directors or the Committee shallwill be liable forindemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred in connection with or resulting from any claim, action, suit, or proceeding to which such person may be a party or in which they may be involved by reason of any action taken or omittedfailure to be takenact under the Plan and against and from any and all amounts paid by such member, bypersons in settlement thereof with the Company's approval, or paid in satisfaction of a judgment in any such action, suit or proceeding against them, provided they will give the Company an opportunity, at its own expense, to handle and defend the same before they undertake to handle and defend it on their behalf. The foregoing right of indemnification will not be exclusive of any other Employee, Director or memberrights of the Committee in connection with the performance of dutiesindemnification to which such persons may be entitled under the Plan, except for such person’s own willful misconductCompany Articles of Incorporation or By-Laws, as expressly provided by statute. Employees, Directors and membersa matter of law, or otherwise, or any power that the Committee shall be indemnified in connection with their administration of the PlanCompany may have to the fullest extent provided by applicable law and by the Bylaws of the Company.indemnify them or hold them harmless.
Indemnification. No Employee, Director, orTo the extent permitted by applicable state law, the Company shall indemnify and hold harmless the Committee and each member thereof, the Board of Directors and any delegate of the Committee shall be liable for any action taken or omitted to be taken by such member, by any other Employee, Director or memberwho is an employee of the CommitteeCompany against any and all expenses, liabilities and claims, including legal fees to defend against such liabilities and claims arising out of their discharge in connection with the performancegood faith of dutiesresponsibilities under or incident to the Plan, except forother than expenses and liabilities arising out of willful misconduct. This indemnity shall not preclude such person’s own willful misconductfurther indemnities as may be available under insurance purchased by the Company or as expressly provided by statute. Employees, Directors and members of the Committee shall be indemnified in connection with their administration of the Plan to the fullest extent provided by applicable law and by the Bylaws of the Company.Company under any bylaw, agreement or otherwise, as such indemnities are permitted under state law.
Indemnification.Liability. No Employee, Director, oremployee of the Company and no member of the Committee or the Board shall be liable for any action or determination taken or omittedmade in good faith with respect to be takenthe Plan or any Award granted hereunder and, to the fullest extent permitted by such member, by any other Employee, Director or member of the Committee in connection with the performance of duties under the Plan, except for such person’s own willful misconduct or as expressly provided by statute. Employees, Directorslaw, all employees and members of the Committee or the Board shall be indemnified by the Company for any liability and expenses which may occur through any claim or cause of action arising under or in connection with their administration of thethis Plan to the fullest extent provided by applicable law and by the Bylaws of the Company.or any Awards granted under this Plan.
Indemnification. No Employee, Director,Each person who is or shall have been a member of the Committee or of the Board shall be liable forindemnified and held harmless by the Company (to the extent permitted by the Articles of Incorporation and Code of Regulations of the Company and applicable law) against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit or proceeding to which he may be a party or in which they may be involved by reason of any action taken or omittedfailure to act under the Plan and against and from any and all amounts paid by him in settlement thereof, with the Company’s approval, or paid by him, in satisfaction of judgment in any such action, suit or proceeding against him. He shall give the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be taken by such member, byexclusive of any other Employee, Director or memberrights of the Committee in connection with the performance of dutiesindemnification to which such person may be entitled under the Plan, except for such person’Company’s own willful misconductArticles of Incorporation or Code of Regulations, as expressly provided by statute. Employees, Directors and membersa matter of law or otherwise or of any power that the Committee shall be indemnified in connection with their administration of the PlanCompany may have to the fullest extent provided by applicable law and by the Bylaws of the Company.indemnify him or hold him harmless.
Indemnification. No Employee, Director, or member of the Committee shall be liable for any action taken or omitteddetermination made in good faith with respect to be takenthe Plan or any Option or Stock Award awarded under it. To the maximum extent permitted by such member, by any other Employee, Director orapplicable law, each member of the Committee in connection with the performance of duties under the Plan, except for such person’s own willful misconduct or as expressly provided by statute. Employees, Directors and members of the Committee shall be indemnified and held harmless by the Company against any cost or expense (including legal fees) or liability (including any sum paid in settlement of a claim with the approval of the Company) arising out of any act or omission to act in connection with their administrationthe Plan unless arising out of such member’s own fraud or bad faith. Such indemnification shall be in addition to any rights of indemnification the members may have as members of the Plan toBoard or under the fullest extent provided by applicable law and by the Bylawsby-laws of the Company.
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