Companies confer title of “Vice President” on a wide range of employees, from senior executives, in some cases, to line-level personnel, in others. While distinguishing someone functioning as a senior executive from someone in a lower-level position may be clear to a company insider, courts face a more complicated task when they are asked to draw the line, a common occurrence when employers and employees disagree over who must pay for legal fees arising out of an employee’s alleged misconduct. Company bylaws normally provide for the company to indemnify legal fees incurred by individual “officers and directors,” meaning that whether a “Vice President” can prove he or she is an “officer” will make the difference between whether he must pay his own (often substantial) legal fees, or whether the company picks up the tab. This can be particularly contentious when the vice president in question is essentially asking the company to finance his litigation against the firm.
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