INDEMNIFICATION AGREEMENTIndemnification Agreement |
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BG MEDICINE, INC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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QuickLinks -- Click here to rapidly navigate through this document THIS AGREEMENT is made and entered into this day of May, 2007 by and between BG MEDICINE, INC. , a Delaware corporation (the " Corporation "), and (" Agent "). RECITALS WHEREAS , Agent performs a valuable service to the Corporation in his capacity as [a director/an officer] of the Corporation; WHEREAS , the Corporation has adopted provisions in its Restated Certificate of Incorporation (the " Charter ") and Restated Bylaws (the " Bylaws ") providing for the indemnification of the directors, officers, employees and other agents of the Corporation, including persons serving at the request of the Corporation in such capacities with other corporations or enterprises, as authorized by the Delaware General Corporation Law, as amended (the " Code "); WHEREAS , the Charter, the Bylaws and the Code, by their non-exclusive nature, permit contracts between the Corporation and its agents, officers, employees and other agents with respect to indemnification of such persons; and WHEREAS , in order to induce Agent to serve as [a director/an officer] of the Corporation, the Corporation has determined and agreed to enter into this Agreement with Agent. NOW, THEREFORE , in consideration of Agent's service as [a director/an officer] of the Corporation after the date hereof, the parties hereto agree as follows: AGREEMENT 1. Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as [a director/an officer] of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he [is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents/is a duly appointed officer] of the Corporation or such affiliate; provided, however , that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position. 2. Indemnity of Agent. The Corporation hereby agrees to hold harmless and indemnify Agent to the fullest extent authorized or permitted by the provisions of the Charter, the Bylaws and the Code, as the same may be amended from time to time (but, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the Charter, the Bylaws or the Code permitted prior to adoption of such amendment). 3. Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 4 hereof, the Corporation hereby further agrees to hold harmless and indemnify Agent:
4. Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation:
5. Continuation of Indemnity. All agreements and obligations of the Corporation contained herein shall continue during the period Agent is a director, officer, employee or other agent of the Corporation (or is or was serving at the request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Agent shall be subject to any possible claim or threatened, pending or complet |
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