Director And Officer Indemnification Agreement Template for Austria

The Director and Officer Indemnification Agreement is a crucial document used when companies wish to provide their corporate leaders with protection against personal liability risks arising from their official duties. This agreement is particularly important in the Austrian corporate landscape, where both public companies (AG) and private limited companies (GmbH) must navigate specific regulatory requirements under the Stock Corporation Act and Limited Liability Companies Act. The document is typically implemented upon the appointment of new directors or officers, or when updating existing indemnification arrangements to reflect changes in law or risk profile. It details the scope of protection, including legal defense costs, settlements, and judgments, while respecting Austrian legal limitations on corporate indemnification. The agreement also addresses the relationship between corporate indemnification and D&O insurance coverage, ensuring comprehensive protection for corporate leaders while maintaining compliance with Austrian corporate governance requirements.

1. Parties: Identification of the company and the director/officer entering into the agreement

2. Background: Context of the agreement, including the appointment of the director/officer and the company's desire to provide indemnification

3. Definitions: Key terms used throughout the agreement, including 'Proceedings', 'Expenses', 'Losses', and 'Indemnifiable Events'

4. Scope of Indemnification: Detailed description of what events and circumstances are covered by the indemnification

5. Limitations on Indemnification: Statutory restrictions and exclusions under Austrian law, including limitations under the Stock Corporation Act

6. Advancement of Expenses: Terms and conditions for advancing legal and other expenses before final disposition of a claim

7. Procedure for Claims: Process for making indemnification claims and determining entitlement

8. Presumptions and Effect of Certain Proceedings: Standards for determining good faith and conduct entitled to indemnification

9. Insurance: Provisions regarding D&O insurance coverage and its relationship to indemnification

10. Duration of Agreement: Term of the agreement and survival of rights after termination of service

11. Governing Law and Jurisdiction: Specification of Austrian law as governing law and designation of competent courts

12. Severability: Provisions for maintaining validity if certain clauses are found unenforceable

13. Entire Agreement: Confirmation that the document represents the complete agreement between parties

14. Execution: Signature blocks and execution requirements