Summary
Realty Income Corporation (O) announced on August 25, 2005, the approval of a new form of amended and restated indemnification agreement for its executive officers and directors. This updated agreement aims to enhance the protections afforded to these individuals by the company. The key changes include provisions for independent counsel to determine indemnification rights during a "change of control," entitlement to indemnification for settlements, a presumption of indemnification for the indemnitee with the burden of proof on the company, and expanded procedural rights including arbitration and the company's ability to take over defense of proceedings. These changes are intended to ensure robust legal and financial protection for key personnel.
Key Highlights
- 1Realty Income Corporation (O) has entered into a new form of amended and restated indemnification agreement.
- 2The agreement applies to all executive officers and directors of the Company.
- 3Key enhancements include indemnification for settlements of suits.
- 4A 'change of control' scenario will now involve determination by independent counsel selected by the indemnitee.
- 5The burden of proof shifts to the Company to demonstrate an indemnitee is not entitled to indemnification.
- 6The agreement provides for arbitration as a procedural right for indemnitees.
- 7The Company retains the option to take over the defense of proceedings.
- 8The new agreement supersedes all previous indemnification agreements.