175 Water Street, New York, New York 10038
(212) 458-5000
®
INDEPENDENT DIRECTOR LIABILITY MAXIMUM A-SIDE EXCESS
INSURANCE MAINFORM APPLICATION
Name of Insurance Company to which Application is made
(the “Insurer”)
NOTICE: THE POLICY PROVIDES THAT THE LIMIT OF LIABILITY AVAILABLE TO PAY
JUDGMENTS OR SETTLEMENTS SHALL BE REDUCED BY AMOUNTS INCURRED FOR LEGAL
DEFENSE.
NOTICE:
IF A POLICY IS ISSUED, IT WILL BE ON A CLAIMS-MADE BASIS.
NO
ORGANIZATION, ENTITY OR INDIVIDUAL, OTHER THAN THE INSURED PERSON(S), IS
COVERED IN ANY RESPECT UNDER THIS POLICY.
I. APPLICANT AND NAMED PARENT CONTACT INFORMATION
A. Applicant:
Address:
e-Mail:
@
B. Named Parent:
Address:
e-Mail:
87667 (3/05)
@
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INSTRUCTIONS: The words “you”, “your” and “Applicant(s)” all refer to the Applicant
named in I.A. above. Other terms appearing in bold are used with the same respective
meanings as they have in the policy form. If your answer to any question in this Application
requires additional space, please complete your answer on an attachment. This Application
and its respective attachments and any other related information or documentation you
provide or indicate is available on a website will constitute a single “Application.”
II. APPLICANT AND ORGANIZATIONS’ INFORMATION
1. Please indicate all positions the Applicant holds at the Named Parent and any
Organizations, including service on any Organization committees or Outside Entities.
2. Does the Applicant have an ownership interest in the Named Parent?
please indicate the number and type of shares held:
Yes
No. If Yes,
3. Does, or has, the Applicant received any form of compensation or fees from any
Organization for any reason, other than for Board duties?
Yes
No. If Yes, please
indicate the amount and reason for such compensation or fees.
4. Does the Applicant have any outstanding loans with any Organization?
Yes, please describe.
Yes
No. If
5. Does the Audit Committee of the Board of Directors of the Named Parent have a “Financial
Expert” as defined under SEC guidelines?
Yes
No. If Yes, please provide the names of
any such Financial Experts and their background. If No, please indicate the reason why
not.
6. Does the Applicant have any previous or present relationships or responsibilities that
creates or could create a potential conflict of interest with regard to any of the positions
for which coverage is being sought hereunder?
Yes
No. If Yes, please provide
details.
7. Do the Independent Directors of the Organization meet outside the presence of
management?
Yes
No. If Yes, how many times per year?
8. Do the Independent Directors have the authority to retain independent advisors?
No. If Yes, have they done so in the past three (3) years?
Yes
No.
Yes
9. Whether or not such information has been publicly disclosed, please indicate your
knowledge of the following:
a) Is the Organization considering changing outside auditors or has the Organization done
so in the past three (3) years?
Yes
No.
b) Is the Organization considering restating any financial statement or has the
Organization restated any financial statement in the past three (3) years?
Yes
No.
c) Has the Organization waived any portion of its Conflict of Interest/Ethics guidelines in
the past three (3) years?
Yes
No.
d) Are there any plans being considered for a merger, an acquisition or a consolidation of
or by any Organization?
Yes
No.
87667 (3/05)
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e) Does the Organization anticipate any registration of securities within the next twentyfour months?
Yes
No.
If the answer to any of the subparts to Question 9. is Yes, please provide details.
10. Has any insurance carrier refused, canceled or non-renewed any directors and officers
liability or executive liability insurance coverage for the Organization?
Yes
No. If
Yes, attach details including when and reason(s). (MISSOURI APPLICANTS NEED NOT
REPLY.)
11. The Applicant has no knowledge or information of any act, error or omission which might
give rise to a Claim under the proposed policy, except as follows: (Attach complete
details.) If the Applicant has no such knowledge or information, state
“None”
:
.
12. Has there been or is there now pending any claim(s) or actions against or investigation(s)
of: (i) the Applicant; and/or (ii) the Organization or any executive of the Organization?
Yes
No. (If Yes, attach details.)
13. Has the Applicant:
(a) Been involved in any antitrust, copyright or patent litigation?
Yes
No.
(b) Been charged in any civil, criminal, administrative or regulatory action or proceeding
with a violation of any federal, state or foreign antitrust or fair trade law?
Yes
No.
(c) Been charged in any civil, criminal, administrative or regulatory action or proceeding
with a violation of any federal, state or foreign securities law, rule or regulation?
Yes
No.
(d) Been involved in any representative actions, class actions, or derivative suits?
Yes
No.
(If any of the above questions 13(a) – 13(d) are answered Yes, attach details.)
It is agreed that with respect to Questions 11, 12 and 13 above, that if such claim, proceeding,
action, investigation, knowledge, information or involvement exists, then such claim, proceeding,
action or investigation and any Claim, proceeding, action or investigation arising from such claim,
proceeding, action, investigation, knowledge, information or involvement is excluded from the
proposed coverage.
III.
INSURANCE INFORMATION
15. Limit of Liability requested: $
16. Please list all of the Organization’s D&O or Executive Liability Insurance Policies, whether
written as primary or excess:
Limits of Liability
87667 (3/05)
Insurance Carrier
Policy Number Policy Expiration Date
3
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17. Provide copies of the following for the Applicant. If attached, please indicate below. If such
information is available on the Organization’s website, please indicate below and provide
website address:
Requested Information
“Attached”
“Website”
(a) Latest Annual Report and all documents filed with the
Securities and Exchange Commission (SEC) (or similar
state or foreign agency) within the last twelve months
by the Organization.
(b) Copy (certified by Organization’s Secretary) of the
indemnification provisions of the charter and the by-laws
of the Organization. Also provide a copy of any
indemnity agreement between the Applicant and the
Organization.
(c) The Applicant’s Resume showing work history for the
past ten (10) years.
(d) Copy of the Organization’s Insider Trading Policy.
(e) Latest CPA management letter along with Organization’s
responses to any recommendations made therein.
(f) Copies of all insurance policies listed in 16. above.
THE UNDERSIGNED APPLICANT DECLARES THAT THE STATEMENTS SET FORTH HEREIN ARE
TRUE. THE UNDERSIGNED APPLICANT AGREES THAT IF THE INFORMATION SUPPLIED ON THIS
APPLICATION CHANGES BETWEEN THE DATE OF THIS APPLICATION AND THE EFFECTIVE DATE
OF THE INSURANCE, HE/SHE (UNDERSIGNED) WILL, IN ORDER FOR THE INFORMATION TO BE
ACCURATE ON THE EFFECTIVE DATE OF THE INSURANCE, IMMEDIATELY NOTIFY THE INSURER
OF SUCH CHANGES, AND THE INSURER MAY WITHDRAW OR MODIFY ANY OUTSTANDING
QUOTATIONS AND/OR AUTHORIZATIONS OR AGREEMENTS TO BIND THE INSURANCE. IT IS
FURTHER UNDERSTOOD AND AGREED THAT IF ANY STATEMENT SET FORTH HEREIN IS KNOWN
BY THE APPLICANT TO BE MATERIALLY UNTRUE AS OF THE EFFECTIVE DATE OF THE
INSURANCE, THEN ANY CLAIM RELATED TO THE SUBJECT MATTER OF THE UNTRUE STATEMENT
IS EXCLUDED FROM COVERAGE.
SIGNING OF THIS APPLICATION DOES NOT BIND THE APPLICANT OR THE INSURER TO COMPLETE
THE INSURANCE, BUT IT IS AGREED THAT THIS APPLICATION SHALL BE THE BASIS OF THE
CONTRACT SHOULD A POLICY BE ISSUED, AND IT WILL BE ATTACHED TO AND BECOME PART OF
THE POLICY.
ALL WRITTEN STATEMENTS AND MATERIALS FURNISHED TO THE INSURER IN CONJUNCTION
WITH THIS APPLICATION, REGARDLESS OF WHETHER SUCH DOCUMENTS ARE ATTACHED TO THE
POLICY, ARE HEREBY INCORPORATED BY REFERENCE INTO THIS APPLICATION AND MADE A
PART HEREOF.
NOTICE TO APPLICANTS: ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE
COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM CONTAINING
87667 (3/05)
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ANY MATERIALLY FALSE INFORMATION OR, CONCEALS, FOR THE PURPOSE OF MISLEADING, INFORMATION
CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT ACT, WHICH IS A CRIME AND MAY
SUBJECT SUCH PERSON TO CRIMINAL AND CIVIL PENALTIES.
NOTICE TO ARKANSAS, NEW MEXICO AND WEST VIRGINIA APPLICANTS: ANY PERSON WHO KNOWINGLY
PRESENTS A FALSE OR FRAUDULENT CLAIM FOR PAYMENT OF A LOSS OR BENEFIT, OR KNOWINGLY PRESENTS
FALSE INFORMATION IN AN APPLICATION FOR INSURANCE IS GUILTY OF A CRIME AND MAY BE SUBJECT TO
FINES AND CONFINEMENT IN PRISON.
NOTICE TO COLORADO APPLICANTS: IT IS UNLAWFUL TO KNOWINGLY PROVIDE FALSE, INCOMPLETE, OR
MISLEADING FACTS OR INFORMATION TO AN INSURANCE COMPANY FOR THE PURPOSE OF DEFRAUDING OR
ATTEMPTING TO DEFRAUD THE COMPANY. PENALTIES MAY INCLUDE IMPRISONMENT, FINES, DENIAL OF
INSURANCE, AND CIVIL DAMAGES. ANY INSURANCE COMPANY OR AGENT OF AN INSURANCE COMPANY WHO
KNOWINGLY PROVIDES FALSE, INCOMPLETE, OR MISLEADING FACTS OR INFORMATION TO A POLICYHOLDER OR
CLAIMANT FOR THE PURPOSE OF DEFRAUDING OR ATTEMPTING TO DEFRAUD THE POLICYHOLDER OR
CLAIMANT WITH REGARD TO A SETTLEMENT OR AWARD PAYABLE FROM INSURANCE PROCEEDS SHALL BE
REPORTED TO THE COLORADO DIVISION OF INSURANCE WITHIN THE DEPARTMENT OF REGULATORY
AUTHORITIES.
NOTICE TO DISTRICT OF COLUMBIA APPLICANTS: WARNING: IT IS A CRIME TO PROVIDE FALSE OR
MISLEADING INFORMATION TO AN INSURER FOR THE PURPOSE OF DEFRAUDING THE INSURER OR ANY OTHER
PERSON. PENALTIES INCLUDE IMPRISONMENT AND/OR FINES. IN ADDITION, AN INSURER MAY DENY
INSURANCE BENEFITS IF FALSE INFORMATION MATERIALLY RELATED TO A CLAIM WAS PROVIDED BY THE
APPLICANT.
NOTICE TO FLORIDA APPLICANTS: ANY PERSON WHO KNOWINGLY AND WITH INTENT TO INJURE, DEFRAUD,
OR DECEIVE ANY INSURER FILES A STATEMENT OF CLAIM OR AN APPLICATION CONTAINING ANY FALSE,
INCOMPLETE OR MISLEADING INFORMATION IS GUILTY OF A FELONY IN THE THIRD DEGREE.
NOTICE TO KENTUCKY APPLICANTS: ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY
INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE CONTAINING ANY
MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF MISLEADING, INFORMATION
CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT INSURANCE ACT, WHICH IS A CRIME.
NOTICE TO LOUISIANA APPLICANTS: ANY PERSON WHO KNOWINGLY PRESENTS A FALSE OR FRAUDULENT
CLAIM FOR PAYMENT OF A LOSS OR BENEFIT OR KNOWINGLY PRESENTS FALSE INFORMATION IN AN
APPLICATION FOR INSURANCE IS GUILTY OF A CRIME AND MAY BE SUBJECT TO FINES AND CONFINEMENT IN
PRISON.
NOTICE TO MAINE APPLICANTS: IT IS A CRIME TO KNOWINGLY PROVIDE FALSE, INCOMPLETE OR MISLEADING
INFORMATION TO AN INSURANCE COMPANY FOR THE PURPOSE OF DEFRAUDING THE COMPANY. PENALTIES
MAY INCLUDE IMPRISONMENT, FINES OR A DENIAL OF INSURANCE BENEFITS.
NOTICE TO MARYLAND APPLICANTS: ANY PERSON WHO KNOWINGLY AND WILLFULLY PRESENTS A FALSE OR
FRAUDULENT CLAIM FOR PAYMENT OF A LOSS OR BENEFIT OR WHO KNOWINGLY AND WILLFULLY PRESENTS
FALSE INFORMATION IN AN APPLICATION FOR INSURANCE IS GUILTY OF A CRIME AND MAY BE SUBJECT TO
FINES AND CONFINEMENT IN PRISON.
NOTICE TO MINNESOTA APPLICANTS: A PERSON WHO FILES A CLAIM WITH INTENT TO DEFRAUD OR HELPS
COMMIT A FRAUD AGAINST AN INSURER IS GUILTY OF A CRIME.
NOTICE TO NEW JERSEY APPLICANTS: ANY PERSON WHO INCLUDES ANY FALSE OR MISLEADING
INFORMATION ON AN APPLICATION FOR AN INSURANCE POLICY IS SUBJECT TO CRIMINAL AND CIVIL
PENALTIES.
NOTICE TO NEW YORK APPLICANTS: ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY
INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM
CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF MISLEADING,
INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT INSURANCE ACT, WHICH
IS A CRIME, AND SHALL ALSO BE SUBJECT TO A CIVIL PENALTY NOT TO EXCEED FIVE THOUSAND DOLLARS AND
THE STATED VALUE OF THE CLAIM FOR EACH SUCH VIOLATION.
NOTICE TO OHIO APPLICANTS: ANY PERSON WHO, WITH INTENT TO DEFRAUD OR KNOWING THAT HE IS
FACILITATING A FRAUD AGAINST AN INSURER, SUBMITS AN APPLICATION OR FILES A CLAIM CONTAINING A
FALSE OR DECEPTIVE STATEMENT IS GUILTY OF INSURANCE FRAUD.
NOTICE TO OKLAHOMA APPLICANTS: WARNING: ANY PERSON WHO KNOWINGLY, AND WITH INTENT TO
INJURE, DEFRAUD OR DECEIVE ANY INSURER, MAKES ANY CLAIM FOR THE PROCEEDS OF AN INSURANCE
POLICY CONTAINING ANY FALSE, INCOMPLETE OR MISLEADING INFORMATION IS GUILTY OF A FELONY (365:151-10, 36 §3613.1).
NOTICE TO OREGON APPLICANTS: ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY
INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM
87667 (3/05)
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CONTAINING ANY MATERIALLY FALSE INFORMATION OR, CONCEALS, FOR THE PURPOSE OF MISLEADING,
INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT ACT, WHICH MAY BE A
CRIME AND MAY SUBJECT SUCH PERSON TO CRIMINAL AND CIVIL PENALTIES.
NOTICE TO PENNSYLVANIA APPLICANTS: ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD
ANY INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF
CLAIM CONTAINING ANY MATERIALLY FALSE INFORMATION OR CONCEALS FOR THE PURPOSE OF MISLEADING,
INFORMATION CONCERNING ANY FACT MATERIAL THERETO COMMITS A FRAUDULENT INSURANCE ACT, WHICH
IS A CRIME AND SUBJECTS SUCH PERSON TO CRIMINAL AND CIVIL PENALTIES.
NOTICE TO TENNESSEE, VIRGINIA AND WASHINGTON APPLICANTS: IT IS A CRIME TO KNOWINGLY PROVIDE
FALSE, INCOMPLETE OR MISLEADING INFORMATION TO AN INSURANCE COMPANY FOR THE PURPOSE OF
DEFRAUDING THE COMPANY. PENALTIES INCLUDE IMPRISONMENT, FINES AND DENIAL OF INSURANCE
BENEFITS.
NOTICE TO VERMONT APPLICANTS: ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY
INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM
CONTAINING ANY MATERIALLY FALSE INFORMATION OR, CONCEALS, FOR THE PURPOSE OF MISLEADING,
INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT ACT, WHICH MAY BE A
CRIME AND MAY SUBJECT SUCH PERSON TO CRIMINAL AND CIVIL PENALTIES.
Signed
(Applicant)
Date
Title
Organization
(Organization’s Seal)
Please read the following statement carefully and sign where indicated. If a policy is issued, this
signed statement will be attached to the policy.
The undersigned Applicant hereby acknowledges that he/she is aware that the Limit of Liability
contained in this policy shall be reduced, and may be completely exhausted, by the costs of legal
defense and, in such event, the Insurer shall not be liable for the costs of legal defense or for the
amount of any judgment or settlement to the extent that such exceeds the Limit of Liability of
this policy.
Signed
(Applicant)
Date
Title
87667 (3/05)
6
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