Stockholder Approval of Indemnification Agreement

Typically the form of indemnification agreement to be used is approved by the stockholders of a start-up company since the counterparties are the Company's officers and directors.

This is the approval to the Indemnification Agreement (For Company Directors and Officers)

This document is part of the Start-Up Forms Library provided by Orrick's Emerging Companies Group, which can be found at:
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Pursuant to Section 228 of the Delaware General Corporation Law and the Bylaws of [Company Name], a Delaware corporation (the “Company”), the undersigned stockholders of the Company hereby take the following actions and adopt the following resolutions by written consent. This written consent will be filed in the minute book of this Company:

  1. Indemnification Agreements

    RESOLVED: It is in the best interests of this Company and its stockholders that the Company enter into indemnification agreements with its present and future officers and directors. 

    RESOLVED FURTHER: That the Company shall enter into Indemnification Agreements with its officers and directors in substantially the form attached hereto as Exhibit A, together with any changes to such Agreements determined by the President or any Vice President of the Company to be desirable. Such determination shall be conclusively evidenced by such officer’s execution and delivery of a definitive Indemnification Agreement. 

    RESOLVED FURTHER: That the officers of the Company are authorized to execute such Indemnification Agreements on behalf of the Company and to take whatever action they deem necessary to perform the Company’s obligations under such agreements.

  2. Omnibus Resolution

    RESOLVED: That the proper officers of the Company are authorized and empowered to take such other actions and sign such other documents as they deem necessary or advisable to carry out the intent of the foregoing resolutions, and all prior actions taken in connection therewith are hereby ratified and approved.

This Action by Written Consent may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

Dated: [Date]



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