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Document Preview Indemnification Agreement |
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Title: |
Indemnification Agreement |
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Entities: |
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Date: |
2005 |
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Size: |
24KB total |
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Price: |
$41 |
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ID: |
#1268013 |
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INDEMNIFICATION AGREEMENT
This Indemnification Agreement made this day of , 2005, between MidCarolina Financial Corporation, a North Carolina corporation (the Corporation) and , a director, officer, employee, agent, or representative (as hereinafter defined) of the Corporation (the Indemnitee).
RECITALS:
A. The Corporation and the Indemnitee are each aware of the exposure to litigation of officers, directors, employees, agents, and representatives of the Corporation as such persons exercise their duties to the Corporation,
B. The Corporation and the Indemnitee are also aware of conditions in the insurance industry that have affected and may continue to affect the Corporations ability to obtain appropriate liability insurance on an economically acceptable basis,
C. The Corporation desires to continue to benefit from the services of highly qualified, experienced, and otherwise competent persons such as the Indemnitee, and
D. The Indemnitee desires to serve or to continue to serve the Corporation as a director, officer, employee, or agent or as a director, officer, employee, agent, or trustee of another corporation, joint venture, trust, or other enterprise in which the Corporation has a direct or indirect ownership interest, for so long as the Corporation continues to provide, on an acceptable basis, adequate and reliable indemnification against certain liabilities and expenses that may be incurred by the Indemnitee.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. INDEMNIFICATION. Subject to the exclusions contained in Section 9 of this Agreement, the Corporation shall indemnify the Indemnitee with respect to his activities as a director, officer, employee, or agent of the Corporation and/or as a person who is serving or has served at the request of the Corporation (representative) as a director, officer, employee, agent, or trustee of another corporation, joint venture, trust, or other enterprise, domestic or foreign, in which the Corporation has a direct or indirect ownership interest (an affiliated entity) against expenses (including, without limitation, attorneys and experts fees, judgments, fines, and amounts paid or payable in settlement) actually and reasonably incurred by him (Expenses) in connection with any claim against Indemnitee that is the subject of any threatened, pending, or completed action, suit, or other type of proceeding, whether civil, criminal, administrative, investigative, or otherwise and whether formal or informal (a Proceeding), to which Indemnitee was, is, or is threatened to be made a party by reason of facts which include Indemnitees being or having been such a director, officer, employee, agent, or representative, to the extent of the highest and most advantageous to the Indemnitee, as determined by the Indemnitee, of one or any combination of the following
| (a) | The benefits provided by the Corporations Articles of Incorporation (Articles) or Bylaws, or the Articles of Incorporation or Bylaws of an affiliated entity of which the Indemnitee serves as a representative, in each case as in effect on the date hereof, |
| (b) | The benefits provided by the Corporations Articles or Bylaws, or the Articles of Incorporation or Bylaws of an affiliated entity of which the Indemnitee serves as a representative, in each case as in effect at the time Expenses are incurred by the Indemnitee, |
| (c) | The benefits allowable under North Carolina law in effect at the date hereof or as amended to increase the scope of indemnification, |
| (d) | The benefits allowable under the law of the jurisdiction under which the Corporation exists at the time Expenses are incurred by the Indemnitee, |
| (e) | The benefits available under any liability insurance obtained by the Corporation in effect when a claim is made against Indemnitee, |
| (f) | The benefits available under any liability insurance obtained by the Corporation in effect at the time Expenses are incurred by the Indemnitee, and |
| (g) | Such other benefits as are or may be otherwise available to Indemnitee. |
Combination of two or more of the benefits provided by (a) through (g) shall be available to the extent that the Applicable Document (as hereafter defined) does not require that the benefits provided therein be exclusive of other benefits. The document or law providing for the benefits listed in items (a) through (g) above is called the Applicable Document in this Agreement. The Corporation hereby undertakes to use its best efforts to assist Indemnitee, in all proper and legal ways, to obtain the benefits selected by Indemnitee under item (a) through (g) above.
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