1、IndemnityAgreement损失补偿合同完整篇docIndemnity Agreement损失补偿合同 - A. The Company is aware that competent and experienced persons are increasingly reluctant to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance and/or indemnification, due to increase
2、d exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;B. Based upon their experience as business managers, the Board of Directors
3、 of the Company (the Board ) has concluded that, to retain and attract talented and experienced individuals to serve as officers and directors of the Company, and to encourage such individuals to take the business risks necessary for the success of the Company, it is necessary for the Company contra
4、ctually to indemnify officers and directors and to assume for itself maximum liability for expenses and damages in connection with claims against such officers and directors in connection with their service to the Company;C. Section 145 of the General Corporation Law of _(PLACENAME), under which the
5、 Company is organized (the Law ), empowers the Company to indemnify by agreement its officers, directors, employees and agents, and persons who serve, at the request of the Company, as directors, officers, employees or agents of other corporations or enterprises, and expressly provides that the inde
6、mnification provided by the Law is not exclusive; andD. The Company desires and has requested the Indemnitee to serve or continue to serve as a director or officer of the Company free from undue concern for claims for damages arising out of or related to such services to the Company.NOW, THEREFORE,
7、the parties hereto, intending to be legally bound, hereby agree as follows:1. Definitions.1.1 Agent. For the purposes of this Agreement, agent of the Company means any person who is or was a director or officer of the Company or a subsidiary of the Company; or is or was serving at the request of, fo
8、r the convenience of, or to represent the interest of the Company or a subsidiary of the Company as a director or officer of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise or an affiliate of the Company; or was a director or officer of a foreign or dom
9、estic corporation which was a predecessor corporation of the Company, including, without limitation, NetSelect, Inc., a _(PLACENAME) corporation, or was a director or officer of another enterprise or affiliate of the Company at the request of, for the convenience of, or to represent the interests of
10、 such predecessor corporation. The term enterprise includes any employee benefit plan of the Company, its subsidiaries, affiliates and predecessor corporations.1.2 Expenses. For purposes of this Agreement, expenses includes all direct and indirect costs of any type or nature whatsoever (including, w
11、ithout limitation, all attorneys fees and related disbursements and other out-of- pocket costs) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense or appeal of a proceeding or establishing or enforcing a right to indemnification or advancement of expense
12、s under this Agreement, Section 145 or otherwise; provided, however, that expenses shall not include any judgments, fines, ERISA excise taxes or penalties or amounts paid in settlement of a proceeding.1.3 Proceeding. For the purposes of this Agreement, proceeding means any threatened, pending or com
13、pleted action, suit or other proceeding, whether civil, criminal, administrative, investigative or any other type whatsoever.1.4 Subsidiary. For purposes of this Agreement, subsidiary means any corporation of which more than fifty percent (50%) of the outstanding voting securities is owned directly
14、or indirectly by the Company, by the Company and one or more of its subsidiaries or by one or more of the Companys subsidiaries.2. Agreement to Serve. The Indemnitee agrees to serve and/or continue to serve as an agent of the Company, at the will of the Company (or under separate agreement, if such
15、agreement exists), in the capacity the Indemnitee currently serves as an agent of the Company, faithfully and to the best of his ability, so long as he is duly appointed or elected and qualified in accordance with the applicable provisions of the charter documents of the Company or any subsidiary of
16、 the Company; provided, however, that the Indemnitee may at any time and for any reason resign from such position (subject to any contractual obligation that the Indemnitee may have assumed apart from this Agreement), and the Company or any subsidiary shall have no obligation under this Agreement to
17、 continue the Indemnitee in any such position.3. Directors and Officers Insurance. The Company shall, to the extent that the Board determines it to be economically reasonable, maintain a policy of directors and officers liability insurance ( D O Insurance ), on such terms and conditions as may be ap
18、proved by the Board.4. Mandatory Indemnification. Subject to Section 9 below, the Company shall indemnify the Indemnitee:4.1 Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the
19、Company) by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and a
20、mounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect
21、to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and4.2 Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Company to procure a judgment in its favor
22、 by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any amounts paid in settlement of any such proceeding and all expenses actually and reasonably incurred by him in connection with the investigation, defens
23、e, settlement or appeal of such proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such per
24、son shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction due to willful misconduct of a culpable nature in the performance of his duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such proceeding was broug
25、ht shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper; and4.3 Exception for Amount
26、s Covered by Insurance. Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) to the extent suc
27、h have been paid directly to the Indemnitee by D O Insurance.5. Partial Indemnification and Contribution.5.1 Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type
28、 whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding but is not entitled, however, to indemnification for all of the total amount thereof, then
29、 the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion thereof to which the Indemnitee is not entitled to indemnification.5.2 Contribution. If the Indemnitee is not entitled to the indemnification provided in Section 4 for any reason other than the st
30、atutory limitations set forth in the Law, then in respect of any threatened, pending or completed proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such proceeding), the Company shall contribute to the amount of expenses (including attorneys fees), judgm
31、ents, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by the Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on the one hand and the Indemnitee on the other hand from the transaction from which suc
32、h proceeding arose and (ii) the relative fault of the Company on the one hand and of the Indemnitee on the other hand in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or sett
