Indemnification. The Company will indemnify and hold harmless each member of the Board and the Committee, and each officer or member of any other committee to whom a delegation under [Section 3(b)] has been made, as to any acts or omissions, or determinations made, with respect to this Plan or any Award to the maximum extent that the law and the Company’s by-laws permit.
Indemnification. The Company will indemnify and hold harmlessNo member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Option or Stock Award awarded under it. To the maximum extent permitted by applicable law, each member of the BoardCommittee shall be indemnified and held harmless by the Committee, and each officerCompany against any cost or memberexpense (including legal fees) or liability (including any sum paid in settlement of a claim with the approval of the Company) arising out of any other committeeact or omission to whom a delegation under [Section 3(b)] has been made, asact in connection with the Plan unless arising out of such member’s own fraud or bad faith. Such indemnification shall be in addition to any actsrights of indemnification the members may have as members of the Board or omissions, or determinations made, with respect to this Plan or any Award tounder the maximum extent thatby-laws of the law and the Company’s by-laws permit.Company.
Indemnification. TheEXCULPATION AND INDEMNIFICATION. To the maximum extent permitted by law, the Company willshall indemnify and hold harmless each memberthe members of the Board and the Committee,members of the Committee from and each officer or memberagainst any and all liabilities, costs and expenses incurred by such persons as a result of any act or omission to act in connection with the performance of such person's duties, responsibilities and obligations under the Plan, other committee to whom a delegation under [Section 3(b)] has been made,than such liabilities, costs and expenses as to anymay result from the gross negligence, bad faith, willful misconduct or criminal acts or omissions, or determinations made, with respect to this Plan or any Award to the maximum extent that the law and the Company’s by-laws permit.of such persons.
Indemnification. The Company will indemnify and hold harmless eachEach person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Committee,Company (to the extent permitted by the Articles of Incorporation and each officerCode of Regulations of the Company and applicable law) against and from any loss, cost, liability or memberexpense 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 failure 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 exclusive of any other committeerights of indemnification to whomwhich such person may be entitled under the Company’s Articles of Incorporation or Code of Regulations, as a delegation under [Section 3(b)] has been made, as tomatter of law or otherwise or of any acts or omissions, or determinations made, with respect to this Plan or any Award to the maximum extentpower that the law and the Company’s by-laws permit.Company may have to indemnify him or hold him harmless.
Indemnification. The Company will indemnify and hold harmless eachLiability of Committee. No member of the Board and the Committee, and each officerCommittee (or its delegates) shall be liable for any action or member of any other committee to whom a delegation under [Section 3(b)] has been made, as to any acts or omissions, or determinations made,determination made in good faith with respect to thisthe Plan or any AwardAward, and the members of the Committee (and its delegates) shall be entitled to indemnification and reimbursement in the manner provided in the Companys Articles of Incorporation or its By-laws, as applicable, in each case as amended and in effect from time to time. In the performance of its responsibilities with respect to the maximum extent thatPlan, the lawCommittee shall be entitled to rely upon information and advice furnished by the Company’Companys by-laws permit.officers and employees, the Companys accountants, the Companys legal counsel or any other person the Committee deems necessary, and no member of the Committee shall be liable for any action taken or not taken in good faith reliance upon any such advice.
Indemnification. The CompanyEach person who is or will indemnify and hold harmless eachhave been a member of the BoardCommittee will be indemnified and held harmless by the Committee,Company against and each officerfrom # any loss, cost, liability, or memberexpense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any award, and # from any and all amounts paid by him or her in settlement thereof, with the Companys approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she will give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification will not be exclusive of any other committeerights of indemnification to whomwhich such persons may be entitled under the Companys Certificate of Incorporation or Bylaws, by contract, as a delegationmatter of law, or otherwise, or under [Section 3(b)] has been made, as to any acts or omissions, or determinations made, with respect to this Plan or any Award to the maximum extentpower that the law and the Company’s by-laws permit.Company may have to indemnify them or hold them harmless.
Indemnification. The Company will indemnify and hold harmless eachNo member of the Board andor the Committee, and eachnor any officer or memberemployee of the Company or Parent Company or Subsidiary acting on behalf of the Board or the Committee, shall be personally liable for any other committee to whom a delegation under [Section 3(b)] has been made, as to any actsaction, determination or omissions,interpretation taken or determinations made,made in good faith with respect to this Planthe Plan, and all members of the Board or the Committee and each and any officer or employee of the Company or any AwardParent Company or any Subsidiary acting on their behalf shall, to the maximum extent thatpermitted by law, be fully indemnified and protected by the law and the Company’s by-laws permit.Company in respect of any such action, determination or interpretation.
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