1. Read and Summarize Proceedings that allege breach of fiduciary duties of officers and directors to the corporation often are derivative actions, and actions against officers and directors for violations of federal securities laws (e.g., actions alleging a violation of Section 11 of the 1933 Act in connection with a public offering of securities or Rule 10b- 5 in connection with an offer or sale of securities) would normally be third-party actions. Therefore, absent public policy concerns, an action against a director or officer alleging federal securities law liability would fall within the relatively favorable third-party indemnification provisions of Section 145(a). Link to Original Text: Indemnification Agreement

2. Helpful Background Knowledge What this is? Indemnification Agreement Part of a contract that frees someone from liability if the contract is broken. Context: The chairman of the board of directors for Apple is being sued by a competitor for violating stock trading rules. After the case is finally settled in court, there is a question as to who is responsible to pay the attorney fees. Key Words: Indemnity – protection from liability or penalties Fiduciary duties – duty of loyalty and care (e.g. performing in the best interest of the company that hired you) Derivative actions – when a shareholder in a corporation files a lawsuit against the board of directors on behalf of the corporation

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