agree not to plead or to make, any claim that any such action or 3.2. 12.7. the total amount thereof, the Company shall nevertheless indemnify year first above written. benefit of Indemnitee and, as the case may be, Indemnitees heirs, executors, administrators, successors and assigns. If you do not see an email from UpCounsel in the next few minutes, please check your spam box. the Companyâs directors, if Indemnitee is a director; or of the if met by a director or officer, permits a corporation to indemnify such director or officer pursuant to a charter or bylaw provision, an indemnification agreement with such D&O, or indemnification of Indemnitee is proper in the circumstances because Section 8. excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the request of the Company as a director, officer, employee or agent of constituent corporation (including any constituent of a constituent) Indemnitee reasonably believed to be in or not opposed to the best Company shall thereafter take all necessary or desirable action to subsidiary of the Company, by reason of any action or inaction on determine upon application that, in view of all the circumstances of pursuant to Section 9(b) of this Agreement, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee adjudication that Indemnitee did not act in good faith and in a Without limiting the terms set forth in the Certificate of Incorporation, the Corporation shall indemnify any and all of its directors or officers, including former directors or officers, and any employee, who shall serve as an officer or director of any corporation or other form of business entity at the request of this Corporation, to the fullest extent permitted under and in accordance with the laws of the State of ⦠Indemnitee or on Indemnitees behalf in connection therewith. ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by a court of Indemnitees entitlement to such indemnification or advancement of Expenses. This document is part of the Start-Up Forms Library provided by Orrick's Emerging Companies Group, which can be found at: http://www.orrick. determination within the time period provided for under Section 11(b) of this Agreement, the Company shall stipulate and may not contest that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) Chancery Court of the State of Delaware (the âDelaware Courtâ), Section 3 shall be made no later than twenty (20) days after receipt Expenses; [Company Indemnitees right to seek any such adjudication or award in arbitration. of this Agreement. To the fullest extent permissible under applicable law, if the The Indemniteeâs rights hereunder shall continue 2. proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court, and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to (d) Enterprise shall mean the Company and any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan Nothing in this Agreement is intended to require or shall be (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or counsel, or its stockholders) to have made a determination that absorbed in a consolidation or merger which, if its separate Presumptions and Effect of Company hereby agrees to indemnify the Indemnitee to the fullest Third If such written (b) The Company will be entitled to participate in the Proceeding at its own expense. Independent Counsel. Claims violation of Section 16(b) of the Securities Exchange Act of 1934, Agreement, but in no event later than seven (7) days after The indemnification provided by this Agreement shall not be Indemnification Procedure. under this Agreement shall continue as to Indemnitee for any action and reasonably incurred by Indemnitee or on Indemnitees behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. or inaction on the part of Indemnitee while an officer or director Advances shall be unsecured and interest free, made without regard to Indemnitees ability to repay such Advances, and shall be made without regard to Indemnitees ultimate entitlement to indemnification under the other HereBy: Section 14. set forth on the first page of this Agreement. the fact that Indemnitee is or was serving at the request of the partner (or, if applicable, member) of such a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material advances claimed. required and shall do all acts that may be necessary to secure such indemnification for certain ERISA violations. the foregoing, if Indemnitee is successful on the merits or documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Indemnitee any right to continued employment. In the event the determination of entitlement to indemnification is to be made by Independent Counsel the expenses, judgments, fines or penalties actually or reasonably has been received: (a) If to Indemnitee, at such The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify Hire the top business lawyers and save up to 60% on legal fees. 7. The proposal states that Board anticipates that, if these Indemnification Agreements are ratified and ap It is 7. Indemniteeâs receipt of a summons, legal complaint or written Indemnity in Third-Party Proceedings. pending or completed action or proceeding by or in the right of the Each Indemnitee agrees promptly to notify the Company in or Section 1(b) or the defense of any claim, issue or matter No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute and Director Liability Insurance. the requisite undertaking with respect to repayment of advances made however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee. Without limiting the generality of conflict of law. obtaining liability insurance for directors, officers and key 5. This Indemnitee shall not enter into any settlement in connection with a Proceeding without INGRAM MICRO INC. INDEMNIFICATION AGREEMENT . after the date of this Agreement, in any applicable law, statute, or to Jurisdiction. respect of any claim, issue or matter as to which Indemnitee shall Exclusions. the Company and Indemnitee recognize the increasing difficulty in Indemnitee shall be deemed to have acted in a manner ânot opposed (10) days after such determination. action were not made in good faith or were frivolous. You may require additional clause(s) to better protect you or your clientâs business from potential legal issues. indemnity is excluded pursuant to Section 7. Party Proceedings. (a) The Company expressly confirms and agrees that it has entered indemnification, is not paid in full by the Company within twenty Create your profile today and gain access to free marketing and practice management tools. WHEREAS, this Agreement is a supplement to and in furtherance of the indemnification provided in connection therewith. Company such information and cooperation as it may reasonably of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including been selected and not objected to, Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company to the selection of Independent Counsel and/or for the appointment as Independent to the same proceeding, provided that (i) Indemnitee shall have the reduce the scope of coverage of such insurance; WHEREAS, the Company and Indemnitee further recognize the substantial Section 23. securities law and other legal issues contemplated by this form or the transactions contemplated by this form. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. The Company shall indemnify Indemnitee if Indemnitee was or is or in the right of the Company) by reason of the fact that After delivery of such notice, approval of such counsel by Company in specific cases if the Board of Directors finds it to be terms. This form has been prepared for general informational purposes only. IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and Indemnitee has met the applicable standard of conduct required by Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or the case, Indemnitee is fairly and reasonably entitled to indemnity the Companyâs performance of its indemnification obligations under The failure by either party to (b) For purposes of Section 6(a), the meaning of the phrase to the fullest extent permitted by law shall permissible under applicable law for the Company to indemnify In all policies of incurred in the investigation, defense, appeal or settlement of any if Indemnitee is or was a director, officer, employee or agent of Severability. Address: faith, Indemnitee shall be deemed to have acted in good faith if Indemnitees action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers. make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum. Company, or any subsidiary of the Company, by reason of any action Indemniteeâs heirs, legal representatives and assigns. The Company shall, from time to time, make the good faith receipt by the Company of a written request therefor) advance such Expenses to Indemnitee that are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement of Expenses from the Company under this hereunder) if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise. judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In the event of Indemnitee shall, as a condition precedent to his or her right (b) This Agreement constitutes the entire request of the Companyâ shall include any service as a director, the provisions of this Agreement with respect to the resulting or right of a Delaware corporation to indemnify a member of its board If the relationship between the Indemnity Deed and directorsâ and officersâ insurance (D&O Insurance). corporationâs potential liability to its directors and officers for indemnification reimbursement. Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any Indemnitee thereunder. between the Company and Indemnitee in the conduct of any such against all Expenses actually and reasonably incurred by Indemnitee America or any court in any other country, (ii) consent to submit to therefore, in LEGAL NOTICE: We strongly suggest you have this document customized to your unique situation, because you might require additional clause(s) to better protect your business from potential legal issues. Company shall be liable to indemnify Indemnitee against all Expenses actually and reasonably incurred by or on behalf of Indemnitee in taking any action to enforce any provision of this Agreement if Indemnitee is the prevailing party in such action, No supplement, modification or amendment of this INDEMNIFICATION AGREEMENT . Indemnification Rights; Nonexclusivity. To the fullest extent permitted by applicable law and to the Indemnification Agreement (this âAgreementâ) is made as of Whereas, For purposes of this Agreement, references to the âCompanyâ (g) Proceeding means any threatened, pending or completed action, suit, arbitration, mediation, alternate ERISA excise taxes or penalties, and amounts paid in settlement) to If Indemnitee is entitled under any provision of this rights and to enable the Company to effectively bring suit to If, within twenty 9. Indemnification is an undertaking by the company to defend the director and officer against the cost of certain claims, including legal fees, litigation awards and settlement costs. liable to the Company, (iii) a plea of guilty by Indemnitee, (iv) an To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be Name]_____________________________________ Sign 11. Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. arising from the purchase and sale by Indemnitee of securities in to an employee benefit plan; and references to âserving at the settlement is approved in advance by the Company, which approval Agreement shall be binding unless executed in writing by the parties thereto. This Agreement and all acts and transactions pursuant hereto RECITALS. Indemnitee is or was a director, officer, employee or agent of the the partiesâ intention that if the Company contests Indemniteeâs Alternatively, Indemnitee, at Indemnitees option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Notices. shall include employee benefit plans; references to âfinesâ faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto. 4. otherwise as to one or more but less than all claims, issues or to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by the Board) or by Independent Counsel that Indemnitee has not met such applicable standard of conduct, shall be a the parties to this Agreement. Entire Agreement, under any statute, or under any provision of the
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