FORM OF
INDEMNIFICATION AGREEMENT EXHIBIT 10(x)
THIS INDEMNIFICATION AGREEMENT is made this 14th day of
November, 1995, by and between ▇▇▇▇▇ EQUITY, INC., a Florida
corporation (the "Company"), and _____________ (the "Indemnitee").
Preliminary Statements
A. The Company desires to retain the services of the Indemnitee as a
director and/or officer of the Company.
B. Section 607.0850 of the Florida Business Corporation Act (the "Florida
Statutes") provides a nonexclusive statutory basis for the indemnification of
directors and officers of a Florida corporation and authorizes agreements
between the Company and its officers and directors with respect to
indemnification of such individuals.
C. Highly competent persons are becoming more reluctant to serve or to
continue to serve publicly-held corporations as directors or in other capacities
unless they are provided with adequate protection through insurance and/or
adequate indemnification against claims and actions against them arising out of
their service to and activities on behalf of such corporations.
D. It is reasonable, prudent, necessary and in the best interest of the
Company's shareholders for the Company contractually to obligate itself to
indemnify its directors and executive officers so that they will serve or
continue to serve the Company free from undue concern that they will not be so
indemnified, and the Indemnitee is willing to serve, continue to serve and to
take on additional service for or on behalf of the Company on the condition that
he be so indemnified.
Agreement
In order to induce the Indemnitee to serve or to continue to serve as a
director and/or officer of the Company and/or a subsidiary of the Company, the
Company has determined and agreed to enter into this agreement with the
Indemnitee, and the Company and the Indemnitee agree as follows:
1. Indemnification of Indemnitee. The Company hereby agrees to hold
harmless and indemnify the Indemnitee to the fullest extent authorized or
permitted by the provisions of the Florida Statutes or by any amendment thereof,
or other statutory provision authorizing or permitting such indemnification
adopted after the date hereof which has the effect of broadening (but not
narrowing) the scope of indemnification provided under the Florida Statutes as
it exists as of the date hereof.
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2. Additional Indemnification. In addition to any other indemnification to
which the Indemnitee may be entitled pursuant to the Florida Statutes, the
Company's Articles of Incorporation (the "Articles") or Bylaws (the "Bylaws"),
or otherwise, and subject only to the limitations set forth in Section 3 hereof,
the Company hereby further agrees to hold harmless and indemnify the Indemnitee
against any and all costs and expenses (including trial, appellate and other
attorneys' fees), judgments, fines, penalties and amounts paid in settlement,
actually and reasonably incurred by the Indemnitee in connection with any
threatened, pending or completed claim, action, suit or proceeding, whether
civil, criminal, administrative or investigative (including an action by or in
the right of the Company or any corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise or by or in the right of any other
person) to which the Indemnitee is, was or at any time becomes a party, or is
threatened to be made a party, by reason of the fact that the Indemnitee is, was
or at any time becomes a director, officer, employee or agent of the Company, or
is or was serving or at any time serves at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise. Notwithstanding any
other provision of this Agreement, the Company shall pay and reimburse all
expenses incurred by Indemnitee in connection with his appearance as a witness
or other participation in a proceeding at a time when he is not a named
defendant or respondent in the proceeding.
3. Limitations on Additional Indemnification. No indemnification pursuant
to Section 2 hereof shall be paid by the Company if a judgment (after exhaustion
of all appeals) or other final adjudication determines that the Indemnitee's
actions, or omissions to act, were material to the cause of action so adjudi-
cated and constitute:
(a) a violation of criminal law, unless the Indemnitee had reasonable
cause to believe his conduct was lawful or had no reasonable cause to
believe his conduct was unlawful;
(b) a transaction from which the Indemnitee received an improper
personal benefit within the meaning of Section 607.0831(l)(b)(2) and
607.0831(3) of the Florida Business Corporation Act;
(c) a circumstance under which the liability provisions of Section
607.0834 of the Florida Business Corporation Act are applicable; or
(d) willful misconduct or conscious disregard for the best interests
of the Company in a proceeding by or in the right of
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the Company to procure a judgment in its favor or in a proceeding
by or in the right of a shareholder of the Company.
4. Disbursement/Repayment of Expenses. In addition to the prompt payment of
any indemnification to which the Indemnitee may be entitled, upon the demand of
the Indemnitee, the Company shall promptly (and in any event within 5 business
days after written demand therefor) advance to or reimburse the Indemnitee for
all reasonable expenses (including, without limitation, trial, appellate and
other attorney's fees, court costs, judgments, fines, penalties, amounts paid in
settlement and other payments) that the Indemnitee may incur in responding to,
investigating, defending, settling or appealing any threatened, pending or
completed claim, action, suit or proceeding for which it reasonably appears that
the Indemnitee may be entitled to indemnification from the Company, either
pursuant to this Agreement, the Florida Statutes, the Articles, the Bylaws or
otherwise. The Indemnitee agrees to reimburse the Company for all such expenses
in the event, and only to the extent, that it shall be ultimately determined
that the Indemnitee is not entitled to be indemnified by the Company for such
expenses under the provisions of Section 3 of this Agreement. Such undertaking
to reimburse the Company for amounts advanced if it is ultimately determined
that the Indemnitee is not entitled to be indemnified by the Company is an
unlimited general, unsecured and interest-free obligation of the Indemnitee.
5. Indemnification Procedures.
(a) Payment/Determination of Indemnification. Upon any request from
the Indemnitee for indemnification from the Company, whether pursuant to
this Agreement, the Florida Statutes, the Articles, the Bylaws or
otherwise, the Company shall promptly pay the full amount of such requested
indemnification. If the Company's Board of Directors (the "Board")
reasonably believes that all or any portion of such indemnification
pursuant to this Agreement is prohibited by Section 3 hereof, the Company
shall in any event promptly pay the amount of such indemnification, if any,
that may reasonably then be paid and shall promptly make or cause to be
made a determination (the "Determination") of whether the payment of the
balance is limited by Section 3 hereof. Such Determination shall be made in
the following order of preference.
(i) by the Board by majority vote or consent of a quorum
consisting of directors who are not, at the time of the Determination,
named parties to such action, suit or proceeding ("Disinterested
Directors"); or
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(ii) if such a quorum of Disinterested Directors cannot be
obtained, by majority vote or consent of a committee duly designated
by the Board (in which designation all directors, whether or not
Disinterested Directors, may participate) consisting solely of two or
more Disinterested Directors; or
(iii) if such a committee cannot be established, by the opinion
of the outside legal counsel regularly employed by the Company (with
respect to which such counsel shall exercise due care in preparing
such opinion and shall have no further duty or liability with respect
thereto); or
(iv) if such legal opinion cannot be obtained, by vote or consent
of the holders of a majority of the Company's capital stock present
and entitled to vote at a meeting called for such purpose (a
"Shareholder Determination").
(b) Presumptions and Effect of Certain Proceedings. In making a
Determination with respect to entitlement to indemnification hereunder, the
person or persons or entity making the Determination shall presume that
Indemnitee is entitled to indemnification under this Agreement and the
Company shall have the burden of proof to overcome that presumption in
connection with the making by any person, persons or entity of any
Determination contrary to that presumption. The termination of any claim,
action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, be
determinative of or create a presumption that the Indemnitee is not
entitled to indemnification or reimbursement of expenses hereunder or
otherwise.
(c) Reliance as Safe Harbor. For purposes of any Determination
hereunder, the Indemnitee shall be deemed to have acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the Company, or, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe his conduct was
unlawful, if his action is based on (i) the records or books of account of
the Company or another enterprise, including financial statements, (ii)
information supplied to him by the officers of the Company or another
enterprise in the course of their duties, (iii) the advice of legal counsel
for the Company or another enterprise, or (iv) information or records given
or reports made to the Company or another enterprise by an independent
certified public accountant or by an appraiser or other expert selected
with reasonable care by the Company or another enterprise. The term
"another enterprise" as used in this Section 5(c) shall mean any other
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corporation or any partnership, joint venture, trust, employee benefit plan
or other enterprise of which the Indemnitee is or was serving at the
request of the Company as a director, officer, partner, trustee, employee
or agent. The provisions of this Section 5(c) shall not be deemed to be
exclusive or to limit in any way the other circumstances in which the
Indemnitee may be deemed to have met the applicable standard of conduct set
forth herein.
(d) Success on Merits or Otherwise. Notwithstanding any other
provision of this Agreement, to the extent that the Indemnitee has been
successful on the merits or otherwise in defense of any action, suit or
proceeding described herein, or in defense of any claim, issue or matter
therein, he shall be indemnified against all costs and expenses (including
trial, appellate and other attorneys' fees) actually and reasonably
incurred by him in connection with the investigation, defense, settlement
or appeal thereof. For purposes of this Section 5(d), the term "successful
on the merits or otherwise" shall include, but not be limited to, (i) any
termination, withdrawal, or dismissal (with or without prejudice) of any
claim, action, suit or proceeding against the Indemnitee without any
express finding of liability or guilt against him, (ii) the expiration of
90 days after the making of any claim or threat of an action, suit or
proceeding without the institution of the same and without any promise or
payment made to induce a settlement, or (iii) the settlement of any
action, suit or proceeding pursuant to which the Indemnitee pays less than
$50,000.
(e) Partial Indemnification or Reimbursement. If the Indemnitee is
entitled under any provision of this Agreement to indemnification and/or
reimbursement by the Company for some or a portion of the costs and
expenses (including trial, appellate and other attorneys' fees), judgments,
fines, penalties or amounts paid in settlement by the Indemnitee in
connection with the investigation, defense, settlement or appeal of any
action specified herein, but not, however, for the total amount thereof,
the Company shall nevertheless indemnify and/or reimburse the Indemnitee
for the portion thereof to which the Indemnitee is entitled. The party or
parties making the Determination shall determine the portion (if less than
all) of such claims, damages, expenses (including trial, appellate and
other attorneys' fees), judgments, fines or amount paid in settlement for
which the Indemnitee is entitled to indemnification and/or reimbursement
under this Agreement.
(f) Costs. All costs of making any Determination required by this
Section 5 shall be borne solely by the Company, including, but not limited
to, the costs of legal counsel, proxy solicitations and judicial
determinations. The Company shall also be
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solely responsible for paying (i) all reasonable expenses incurred by the
Indemnitee to enforce this Agreement including trial, appellate and other
attorneys' fees and costs; and (ii) all costs of defending any suits or
proceedings challenging payments to the Indemnitee under this Agreement
including trial, appellate and other attorneys' fees and costs.
(g) Timing of the Determination. The Company shall use its best
efforts to make the Determination contemplated by this Section 5 promptly,
but in all events within the following time periods:
(i) if the Determination is to be made by the Board or a
committee thereof, such Determination shall be made not later than 30
days after a written request for a Determination (a "Request") is
delivered to the Company by the Indemnitee;
(ii) if the Determination is to be made by the Company's outside
legal counsel, such Determination shall be made not later than 30 days
after a Request is delivered to the Company by the Indemnitee; and
(iii) if the Determination is to be made by the Company's
shareholders, such Determination shall be made not later than 90 days
after a Request is delivered to the Company by the Indemnitee.
The failure to make a Determination within the above-specified
time period shall constitute a Determination that full indemnification
is not limited or prohibited by Section 3 hereof.
(h) Shareholder Vote on Determination. In connection with each meeting
at which a Shareholder Determination will be made, the Company shall
solicit proxies that expressly include a proposal to indemnify or reimburse
the Indemnitee. Subject to the fiduciary duties of its members under
applicable law, the Board will not recommend against indemnification or
reimbursement in any proxy statement relating to the proposal to indemnify
or reimburse the Indemnitee.
(i) Right of Indemnitee to Appeal on Adverse Determination by Board or
Committee. If a Determination is made by the Board or a committee thereof
that all or any portion of a request for indemnification pursuant to this
Agreement is prohibited by Section 3 hereof, then upon the written request
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of the Indemnitee, the Company shall cause a new Determination to be made
by the Company's shareholders at the next regular or special meeting of
shareholders. Such Determination by the Company's shareholders shall be
binding and conclusive for all purposes of this Agreement, but shall not
preclude the Indemnitee from seeking court-ordered indemnification or
reimbursement pursuant to any provision of the Florida Statutes or
otherwise.
(j) Right of Indemnitee to Select Forum for Determination. If at any
time subsequent to the date of this Agreement, "Continuing Directors" (as
defined below) do not constitute a majority of the members of the Board, or
there is otherwise a change in control of the Company (as contemplated by
Item 403(c) of Securities and Exchange Commission Regulation S-K), then
upon the request of the Indemnitee, the Company shall cause the
Determination required by this Section 5 to be made by special legal
counsel designated by the Indemnitee and approved by the Board (which
approval shall not be unreasonably withheld), which counsel shall be deemed
to satisfy the requirements of Section 5(a) (iii) hereof. If none of the
legal counsel selected by the Indemnitee are willing and/or able to make
the Determination, then the Company shall cause the Determination to be
made by a majority vote or consent of a Board committee consisting solely
of Continuing Directors. For purposes of this Agreement, a "Continuing
Director" means either a member of the Board at the date of this Agreement
or a person nominated to serve as a member of the Board by a majority of
the then Continuing Directors.
(k) Access by the Indemnitee to Determination.The Company shall afford
to the Indemnitee and his representatives ample opportunity to present
evidence of the facts upon which the Indemnitee relies for indemnification
or reimbursement together with other information relating to any requested
Determination. The Company shall also afford the Indemnitee the reasonable
opportunity to include such evidence and information in any Company proxy
statement relating to a Shareholder Determination.
6. Contribution.
(a) If the indemnification provided in Sections 1 and 2 hereof is
unavailable and may not be paid to the Indemnitee for any reason other than
those set forth in Section 3 hereof, then in respect of any threatened,
pending or completed action, suit or proceeding in which the Company is
jointly liable with the Indemnitee (or would be if joined in such action,
suit or proceeding), the Company shall contribute to the amount of
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expenses, judgments, fines and settlements 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 such action, suit or proceeding
arose, and (ii) the relative fault of the Company on the one hand and the
Indemnitee on the other in connection with the events that 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 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 settlement
amounts. The Company agrees that it would not be just and equitable if
contribution pursuant to this Section 6 were determined by pro rata
allocation or any other method of allocation that does not take into
account the foregoing equitable considerations.
(b) The determination as to the amount of the contribution, if any,
shall be made by:
(i) a court of competent jurisdiction upon the application of
both the Indemnitee and the Company (if an action or suit had been
brought in, and final determination had been rendered by, such court);
(ii) the Board by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding; or
(iii) regular outside counsel of the Company, if a quorum is not
obtainable for purpose of (ii) above, or, even if obtainable, a quorum
of Disinterested Directors so directs.
7. Notification and Defense of Claim. Promptly after receipt of notice of
the commencement of any action, suit or proceeding, the Indemnitee will, if a
claim in respect thereof is to be made against the Company under this Agreement,
notify the Company of the commencement thereof, but the omission to so notify
the Company will not relieve the Company from any liability that it may have to
the Indemnitee otherwise than under this Agreement, with respect to any such
action, suit or proceeding as to which the Indemnitee so notifies the Company;
(a) The Company will be entitled to participate therein at its own
expense;
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(b) Except as otherwise provided below, the Company may assume the
defense thereof, with counsel satisfactory to the Indemnitee. After notice
from the Company to the Indemnitee of its election to assume the defense,
the Company will not be liable to the Indemnitee under this Agreement for
any legal or other expenses subsequently incurred by the Indemnitee in
connection with the defense thereof, other than reasonable costs of
investigation or as otherwise provided below. The Indemnitee shall have the
right to employ his counsel in such action, suit or proceeding, but the
fees and expense of such counsel incurred after notice from the Company of
its assumption of the defense thereof shall be at the expense of the
Indemnitee unless: (i) the employment of counsel by the Indemnitee has been
authorized by the Company; (ii) the Indemnitee shall have reasonably
concluded that there may be a conflict of interest between the Company and
the Indemnitee in the conduct of the defense of such action; or (iii) the
Company shall not in fact have employed counsel to assume the defense of
such action, in each of which cases the fees and expenses of the
Indemnitee's counsel shall be at the expense of the Company. The Company
shall not be entitled to assume the defense of any action, suit or
proceeding brought by or on behalf of the Company or as to which the
Indemnitee shall have come to the conclusion provided for in (ii) above;
and
(c) The Company shall not be liable to indemnify the Indemnitee under
this Agreement for any amounts paid in settlement of any action or claim
effected without its written consent. The Company shall not settle any
action or claim in any manner that would impose any penalty or limitation
on the Indemnitee without the Indemnitee's written consent. Neither the
Company nor the Indemnitee will unreasonably withhold its or his consent to
any proposed settlement.
8. Liability Insurance. So long as the Indemnitee shall continue to serve
as an officer or director of the Company (or shall continue at the request of
the Company to serve as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise), the Company
will use its best efforts to purchase and maintain in effect for the benefit of
the Indemnitee one or more valid, binding and enforceable policy or policies of
directors and officers liability insurance providing coverage within limits
determined by the Board in its sole discretion. Notwithstanding the foregoing,
the Company shall not be required to purchase or maintain such insurance policy
if, in the sole discretion of the Board (i) such insurance is not reasonably
available; (ii) the premium cost for such insurance is disproportionate to the
amount of the coverage; or (iii) the coverage provided by such insurance is so
limited by exclusions that there is insufficient benefit from such insurance.
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9. Disclosure of Payments. Except as expressly required by federal
securities laws or federal law, neither party shall disclose any payments under
this Agreement unless prior approval of the other party is obtained. Any
payments to the Indemnitee that must be disclosed shall, unless otherwise
required by law, be described only in Company proxy or information statements
relating to special and/or annual meetings of the Company's shareholders, and
the Company shall afford the Indemnitee the reasonable opportunity to review all
such disclosures and, if requested, to explain in such statement any mitigating
circumstances regarding the events reported.
10. Covenant Not to ▇▇▇; Limitation of Actions; Release of Claims. No legal
action shall be brought and no cause of action shall be asserted by or on behalf
of the Company (or any of its subsidiaries) against the Indemnitee, his spouse,
heirs, executors, personal representatives or administrators after the
expiration of 2 years from the date the Indemnitee ceases (for any reason) to
serve as either an officer or director of the Company, and any claim or cause of
action of the Company (or any of its subsidiaries) shall be extinguished and
deemed released unless asserted by the filing of a legal action within such
2-year period.
11. Continuation of Obligations. All agreements and obligations of the
Company contained herein shall continue during the period the Indemnitee is a
director, officer, employee or agent of the Company (or is serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise), and shall
continue thereafter for so long as the Indemnitee shall be subject to any
possible claim or threatened, pending or completed action, suit or proceeding,
whether civil, criminal or investigative, by reason of the fact that the
Indemnitee was an officer or director of the Company or serving in any other
capacity referred to herein, whether or not the Indemnitee has ceased to serve
in any such capacity due to his resignation, removal by vote of directors or
shareholders, termination, death, disability or otherwise.
12. Enforcement.
(a) The Company expressly confirms and agrees that it has entered
into this Agreement and assumed the obligations imposed on it hereby
in order to induce the Indemnitee to serve or to continue to serve as
a director and/or officer of the Company and/or a subsidiary of the
Company, and acknowledges that the Indemnitee is relying upon this
Agreement in agreeing to serve or to continue to serve in such
capacity.
(b) In the event the Indemnitee is required to bring any action
to enforce his rights or to collect monies due under this Agreement
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and is successful in such action, the Company shall reimburse the
Indemnitee for all of the Indemnitee's reasonable fees and expenses in
bringing and pursuing such action, including reasonable attorneys'
fees (including trial, appellate and other attorneys' fees), court
costs and other related expenses.
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13. Miscellaneous.
(a) Cooperation and Intent. The Company shall cooperate in good
faith with the Indemnitee and use its best efforts to ensure that the
Indemnitee is indemnified and/or reimbursed for expenses as described
herein to the fullest extent permitted by law.
(b) Nonexclusivity; Subrogation; Entire Agreement. The rights of
indemnification and reimbursement provided in this Agreement shall be
in addition to any rights to which the Indemnitee may otherwise be
entitled by the Florida Statutes, the Articles, the Bylaws, a vote of
the Company's shareholders, or otherwise. In the event 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 the Indemnitee, who
shall execute all papers required and take all action necessary to
secure such rights, including the execution of such documents as are
necessary to enable the Company to bring suit to enforce such rights.
The Company shall not be liable under this Agreement to make any
payment of amounts otherwise indemnifiable hereunder if and to the
extent that the Indemnitee has otherwise actually received such
payment under any insurance policy, contract, agreement or otherwise.
This Agreement constitutes the entire agreement between the Company
and the Indemnitee with respect to the subject matter hereof and
supersedes all prior agreements, understandings, negotiations and
discussions, both written and oral, between the parties hereto with
respect to such subject matter (the "Prior Agreements"); provided,
however, that if this Agreement shall ever be held void or
unenforceable for any reasons whatsoever, and is not reformed pursuant
to Section 13(d) hereof, then (i) this Agreement shall not be deemed
to have superseded any Prior Agreements; (ii) all of such Prior
Agreements shall be deemed to be in full force and effect
notwithstanding the execution of this Agreement; and (iii) the
Indemnitee shall be entitled to maximum indemnification benefits
provided under the Florida Statutes, the Articles, the Bylaws, a vote
of Company's shareholders, or any Prior Agreements.
(c) Effective Date. The provisions of this Agreement shall cover
claims, actions, suits, and proceedings whether now pending or
hereafter commenced and shall be retroactive to cover acts or
omissions or alleged omissions that heretofore have taken place.
(d) Severability; Reformation. Each of the provisions of this
Agreement is a separate and distinct agreement and independent of the
others, so that if any provision hereof shall be held to be invalid or
unenforceable in whole or in part for any reason, such invalidity or
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unenforceability shall not affect the validity or enforceability of
the other provisions hereof. In the event that any or all portion(s)
of this Agreement is ever held void or unenforceable by a court of
competent jurisdiction, then the parties hereto hereby expressly
authorize such court to modify any and all provision(s) held void or
unenforceable to the extent, and only to the extent, necessary to
render it or them valid and enforceable.
(e) Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to
have been duly given if (i) delivered by hand and receipted for by the
party to whom said notice or other communication is directed, or (ii)
mailed by certified or registered mail, postage prepaid, on the third
business day after the date on which it is so mailed:
If to the Indemnitee:
________________________
________________________
________________________
If to the Company:
▇▇▇▇▇ Equity, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
or to such other address as may have been furnished by either party
to the other.
(f) Amendments or Modifications. This Agreement may not be
amended or modified in any way except by a written instrument executed
by all of the parties.
(g) Governing Law. This Agreement shall be governed by,
interpreted and enforced in accordance with the laws of the State of
Florida, without giving effect to the principles of conflicts of law
thereof.
(h) Successors and Assigns. This Agreement shall be binding upon
the Indemnitee and the Company, its successors and assigns, and shall
inure to the benefit of the Indemnitee, his heirs, personal
representatives and assigns and to the benefit of the Company, its
successors and assigns.
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(i) Identical Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall for all purposes be deemed
to be an original but all of which together shall constitute one and
the same agreement. Only one such counterpart signed by the party
against whom enforceability is sought needs to be produced to evidence
the existence of this Agreement.
(j) Headings. The headings of the sections of this Agreement are
inserted for convenience only and shall not be deemed to constitute
part of this Agreement or to affect the construction thereof.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on and as of the day and year first above written.
THE COMPANY:
▇▇▇▇▇ EQUITY, INC.
By:_______________________________
Its President
THE INDEMNITEE:
__________________________________
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