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EXHIBIT 10(g)
INDEMNIFICATION AGREEMENT
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This Agreement made as of this ___ day of ______, ____, between
Applied Industrial Technologies Inc., an Ohio corporation (the "Company") and
_______________, a director, officer or representative (as hereinafter
defined) of the Company (the "Indemnitee");
WHEREAS, the Company and the Indemnitee are each aware of the
exposure to litigation of officers, directors and representatives of the Company
as such persons exercise their duties to the Company;
WHEREAS, the Company and the Indemnitee are also aware of
conditions in the insurance industry that have affected and may continue to
affect the Company's ability to obtain appropriate directors' and officers'
liability insurance on an economically acceptable basis;
WHEREAS, the Company desires to continue to benefit from the
services of highly qualified, experienced and otherwise competent persons such
as the Indemnitee;
WHEREAS, the Company desires to provide and the Indemnitee desires
to obtain the broadest indemnification protection available under Ohio law to
its directors, officers or other representatives;
WHEREAS, the Indemnitee desires to serve or to continue to serve
the Company as a director, officer or as a director, officer, trustee or other
fiduciary of another corporation, joint venture, trust or other enterprise in
which the Company has a direct or indirect ownership interest, for so long as
the Company continues to provide on an acceptable basis adequate and reliable
indemnification against certain liabilities and expenses which may be incurred
by the Indemnitee.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants herein contained, the parties hereto agree as follows:
1. INDEMNIFICATION
The Company shall indemnify the Indemnitee with respect to his
activities as a director or officer of the Company and/or as a person who is
serving or has served on behalf of the Company ("representative") as a director,
officer, trustee, or other fiduciary of another corporation, joint venture,
trust or other enterprise, domestic or foreign, in which the Company has a
direct or indirect ownership interest (an "affiliated entity") against expenses
(including, without limitation, attorneys' fees, judgments, fines, and amounts
paid in settlement) actually and reasonably incurred by him ("Expenses") in
connection with any claim against the Indemnitee, the Company or any other party
which is the subject of any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, investigative or otherwise
and whether formal or informal (a "Proceeding"), to which the Indemnitee was,
is, or is threatened to be made a party to or witness or other participant in by
reason of facts which include
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Indemnitee's being or having been such a director, officer or
representative, to the extent of the highest and most advantageous to the
Indemnitee, as determined by the Indemnitee, of one or any combination of the
following:
(a) The benefits provided by the Company's Code of Regulations
in effect on the date hereof, a copy of the relevant
portions of which are attached hereto as Exhibit I;
(b) The benefits provided by the Articles of Incorporation or
Code of Regulations or their equivalent of the Company in
effect at the time Expenses are incurred by Indemnitee;
(c) The benefits allowable under Ohio law in effect at the
date hereof;
(d) The benefits allowable under the law of the jurisdiction
under which the Company exists at the time Expenses are
incurred by the Indemnitee;
(e) The benefits available under liability insurance obtained
by the Company; and
(f) Such other benefits as are or may be otherwise available
to Indemnitee.
Combination of two or more of the benefits provided by (a) through
(f) shall be available to the extent that the Applicable Document, as
hereinafter defined, does not require that the benefits provided therein be
exclusive of other benefits. The document or law providing for the benefits
listed in items (a) through (f) above is called the "Applicable Document" in
this Agreement. Company hereby undertakes to use its best efforts to assist
Indemnitee, in all proper and legal ways, to obtain the benefits selected by
Indemnitee under items (a) through (f) above.
If Indemnitee is entitled under any provision of this Agreement to
indemnification by the Company for some or a portion of the Expenses arising
from or relating to a Proceeding but not, however, for all of the total amount
thereof, the Company shall nevertheless indemnify Indemnitee for the portion
thereof to which Indemnitee is entitled.
For purposes of this Agreement, references to "other enterprises"
shall include employee benefit plans for employees of the Company or of any
affiliated entity without regard to ownership of such plans; references to
"fines" shall include any excise taxes assessed on the Indemnitee with respect
to any employee benefit plan; references to "serving on behalf of the Company"
shall include any service as a director, officer, employee or agent of the
Company which imposes duties on, or involves services by, the Indemnitee with
respect to an employee benefit plan, its participants or beneficiaries;
references to the masculine shall include the feminine; references to the
singular shall include the plural and vice versa; and if the Indemnitee acted in
good faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan he shall be deemed to
have acted in a manner
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consistent with the standards required for indemnification by the Company under
Applicable Documents.
2. INSURANCE
The rights of the Indemnitee hereunder shall also be in addition
to any other rights Indemnitee may now or hereafter have under policies of
insurance maintained by the Company or otherwise. To the extent the Company
maintains an insurance policy or policies providing directors' and officers'
liability insurance, Indemnitee shall be covered by such policy or policies, in
accordance with its or their terms, to the maximum extent of the coverage
available for any Company director, officer or representative. The parties
hereby acknowledge that the appropriate standard of directors' and officers'
liability insurance that should be provided by the Company to its directors and
officers is the standard established under the policy attached to this Agreement
as Exhibit III. The Company shall maintain such policy for so long as
Indemnitee's services are covered hereunder, provided and to the extent that
such insurance is available on a basis acceptable to the Company. In the event
that such insurance is unavailable in the amount of the present policy limits or
in the present scope of coverage at premium costs and on other terms acceptable
to the Company, then the Company may forego maintenance of such insurance
coverage. However, in the event of any reduction in (or cancellation of) such
insurance coverage (whether voluntary or involuntary), the Company shall, and
hereby agrees to, stand as a self-insurer with respect to the coverage, or
portion thereof, not retained, and shall indemnify the Indemnitee against any
loss arising out of the reduction in or cancellation of such insurance coverage.
3. PAYMENT OF EXPENSE
At Indemnitee's request, after receipt of written notice pursuant
to Section 6 hereof and an undertaking in the form of Exhibit II attached hereto
by or on behalf of Indemnitee to repay such amounts so paid on Indemnitee's
behalf if it shall ultimately be determined under the Applicable Document that
Indemnitee is not entitled to be indemnified by the Company for such Expenses,
the Company shall pay the Expenses as and when incurred by Indemnitee. That
portion of Expenses which represents attorneys' fees and other costs incurred in
defending any Proceeding shall be paid by the Company within thirty (30) days of
its receipt of such request, together with reasonable documentation (consistent,
in the case of attorneys' fees, with Company practice in payment of legal fees
prior to a Change in Control, as hereinafter defined) evidencing the amount and
nature of such Expenses, subject to its also having received such a notice and
undertaking.
4. ESCROW
In the event of a Change in Control, as collateral security for
its obligations hereunder and under similar agreements with other directors,
officers and representatives, the Company shall dedicate and maintain, for a
period of five (5) years following the Change in Control, an escrow reserve in
the aggregate of Two Million Dollars ($2,000,000) by depositing assets or bank
letters
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of credit in escrow or reserving lines of credit that may be drawn down by an
escrow agent in said amount (the "Escrow Reserve"). Promptly following
establishment of the Escrow Reserve, the Company shall (i) provide Indemnitee
with a true and complete copy of the Agreement relating to the establishment and
operation of the Escrow Reserve, together with such additional documentation or
information with respect to the Escrow Reserve as Indemnitee may from time to
time reasonably request and (ii) deliver an executed copy of this Agreement to
the escrow agent for the Escrow Reserve to evidence to that agent that
Indemnitee is a beneficiary of that Escrow Reserve and shall deliver to
Indemnitee the escrow agent's signed receipt evidencing that delivery. The
Company may from time to time increase the minimum amount that is required to be
placed in the Escrow Reserve in the event of a Change in Control. In its sole
discretion the Company may also from time to time place funds on deposit in the
Escrow Reserve and withdraw funds from the Escrow Reserve absent a Change in
Control event.
For purposes of this Agreement, a "Change in Control" of the
Company shall have occurred if at any time during the Term (as hereafter
defined) any of the following events shall occur:
(a) The Company is merged or consolidated with another
corporation and as a result of such merger or
consolidation less than eighty percent (80%) of the
outstanding voting securities of the surviving or
resulting corporation are owned in the aggregate by the
shareholders of the Company immediately prior to such
merger or consolidation;
(b) There is a report filed on Schedule 13D or Schedule 14D-1
(or any successor schedule, form, or report) each as
promulgated pursuant to the Securities Exchange Act of
1934, as amended ("Exchange Act") disclosing the
acquisition of twenty percent (20%) or more of the voting
stock of the Company in a transaction or series of
transactions by any person (as the term "person" is used
in Section 13(d)(3) or Section 14(d)(2) of the Exchange
Act);
(c) The Company files a report or proxy statement with the
Securities and Exchange Commission pursuant to the
Exchange Act disclosing in response to Item 1 of Form 8-K
thereunder or Item 6(a) of Schedule 14A thereunder (or any
similar item of a successor schedule, form or report) that
a Change in Control of the Company has or may have
occurred or will or may occur in the future pursuant to
any then existing contract or transaction; or
(d) During any period of twenty-four (24) consecutive months,
individuals who at the beginning of any such period
constitute the directors of the Company cease for any
reason to constitute at least a majority thereof unless
the election, or the nomination for election by the
Company's shareholders, of each new director of the
Company was approved by a vote of at least two-thirds
(2/3) of the directors of the Company then still in office
who were directors of the Company at the beginning of any
such period.
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5. ADDITIONAL RIGHTS
The indemnification provided in this Agreement shall not be
exclusive of any other indemnification or right to which Indemnitee may be
entitled and shall continue after Indemnitee has ceased to occupy a position as
an officer, director or representative as described in Section 1 above with
respect to Proceedings relating to or arising out of Indemnitee's acts or
omissions during his service in such position.
6. NOTICE TO COMPANY
Indemnitee shall provide to the Company prompt written notice of
any Proceeding brought, threatened, asserted or commenced against Indemnitee,
the Company or any other party with respect to which Indemnitee may assert a
right to indemnification hereunder; provided that failure to provide such notice
shall not in any way limit Indemnitee's rights under this Agreement.
7. COOPERATION IN DEFENSE AND SETTLEMENT
Indemnitee shall not make any admission or effect any settlement
without the Company's written consent unless Indemnitee shall have determined to
undertake his own defense in such matter and has waived the benefits of this
Agreement. The Company shall not settle any proceeding to which Indemnitee is a
party in any manner which would impose any expense on Indemnitee without his
written consent. Neither Indemnitee nor the Company will unreasonably withhold
consent to any proposed settlement. Indemnitee and the Company shall cooperate
to the extent reasonably possible with each other and with the Company's
insurers, in attempts to defend and/or settle such Proceeding.
8. ASSUMPTION OF DEFENSE
Except as otherwise provided below, to the extent that it may
wish, the Company jointly with any other indemnifying party similarly notified
will be entitled to assume Indemnitee's defense in any Proceeding, with counsel
mutually satisfactory to Indemnitee and the Company. After notice from the
Company to Indemnitee of the Company's election so to assume such defense, the
Company will not be liable to Indemnitee under this Agreement for Expenses
subsequently incurred by Indemnitee in connection with the defense thereof other
than reasonable costs of investigation or as otherwise provided below.
Indemnitee shall have the right to employ counsel in such Proceeding, but the
fees and expenses of such counsel incurred after notice from the Company of its
assumption of the defense thereof shall be at Indemnitee's expense unless:
(a) The employment of counsel by Indemnitee has been
authorized by the Company;
(b) Counsel employed by the Company initially is unacceptable
or later becomes unacceptable to Indemnitee and such
unacceptability is reasonable under then existing
circumstances;
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(c) Indemnitee shall have reasonably concluded that there may
be a conflict of interest between Indemnitee and the
Company in the conduct of the defense of such Proceeding;
or
(d) The Company shall not have employed counsel promptly to
assume the defense of such Proceeding;
in each of which cases the fees and expenses of counsel shall be at the expense
of the Company and subject to payment pursuant to this Agreement. The Company
shall not be entitled to assume the defense of Indemnitee in any Proceeding
brought by or on behalf of the Company or as to which Indemnitee shall have made
either of the conclusions provided for in clauses (b) or (c) above.
9. REVIEWING PARTY DETERMINATIONS AND ENFORCEMENT
(a) GENERAL RULES. Notwithstanding the provisions of Section 1,
(i) the obligations of the Company under Section 1 shall be subject to the
condition that the Reviewing Party (defined below) shall not have determined (in
a written opinion, in any case in which the special independent counsel referred
to in Section 9(f) below is involved) that Indemnitee would not be permitted to
be indemnified under applicable law, and (ii) the obligation of the Company to
make an advance pursuant to Section 3 relating to Expenses referred to in
Section 1 shall be subject to the condition that, if, when and to the extent
that the Reviewing Party determines that Indemnitee would not be permitted to be
so indemnified under applicable law, the Company shall be entitled to be
reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all
such amounts theretofore paid; provided, however, that if Indemnitee has
commenced legal proceedings in a court of competent jurisdiction to secure a
determination that Indemnitee should be indemnified under applicable law, any
determination made by the Reviewing Party that Indemnitee would not be permitted
to be indemnified under applicable law shall not be binding and Indemnitee shall
not be required to reimburse the Company for the advance of any Expense until a
final judicial determination is made with respect thereto (as to which all
rights of appeal therefrom have been exhausted or lapsed).
(b) SELECTION OF REVIEWING PARTY. The Reviewing Party shall be any
person or body consisting of a member or members of the Company's Board of
Directors or any other person or body, including the special independent counsel
referred to in Section 9(f) below, who is not a party to the particular
Proceeding for which Indemnitee is securing indemnification. If there has not
been a Change in Control, the Reviewing Party shall be selected by the Board of
Directors. If there has been such a Change in Control, the Reviewing Party shall
be the special independent counsel referred to in Section 9(f) below.
(c) JUDICIAL REVIEW. If there has been no determination by the
Reviewing Party or if the Reviewing Party determines that Indemnitee
substantively would not be permitted to be indemnified in whole or in part under
applicable law, Indemnitee shall have the right to commence litigation in any
court in the State of Ohio having subject matter jurisdiction thereof and in
which
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venue is proper seeking an initial determination by the court or challenging any
such determination by the Reviewing Party or any aspect thereof, and the Company
hereby consents to service of process and to appear in any such proceeding. Any
determination by the Reviewing Party otherwise shall be conclusive and binding
on the Company and Indemnitee. The prevailing party shall be entitled to prompt
reimbursement of any costs and expenses (including, without limitation,
reasonable attorneys' fees) incurred in connection with such legal action;
provided, however, that Indemnitee shall not be obligated to reimburse the
Company unless the court determines that Indemnitee acted in bad faith in
bringing such action.
(d) BURDEN OF PROOF. In connection with any determination by the
Reviewing Party pursuant to Section 9(a), or by a court of competent
jurisdiction pursuant to Section 9(c) or otherwise, as to whether Indemnitee is
entitled to be indemnified hereunder, the burden of proof shall be on the
Company to establish that Indemnitee is not so entitled.
(e) NO PRESUMPTION. For purposes of this Agreement, the
termination of any claim, action, suit or proceeding, by judgment, order,
settlement (whether with or without court approval) or conviction, or upon a
plea of nolo contendere, or its equivalent, shall not create a presumption that
Indemnitee did not meet any particular standard of conduct or have any
particular belief or that a court has determined that indemnification is not
permitted by applicable law.
(f) CHANCE IN CONTROL. The Company agrees that if there is a
Change in Control of the Company (other than a Change in Control which has been
approved by a majority of the Company's Board of Directors who were directors
immediately prior to such Change in Control) then with respect to all matters
thereafter arising concerning the rights of Indemnitee to indemnity payments and
advances for Expenses under this Agreement or under any other agreement, Company
regulation, statute or rule of law now or hereafter in effect relating to any
Proceeding, the Company shall seek legal advice only from special independent
counsel selected by Indemnitee and approved by the Company (which approval shall
not be unreasonably withheld), and who has not otherwise performed services for
the Company within the last five (5) years (other than in connection with such
matters) or Indemnitee. Unless Indemnitee has theretofore selected counsel
pursuant to this Section 9 and such counsel has been approved by the Company,
the firms on the attached Exhibit IV hereto shall be deemed to satisfy the
requirements set forth above, except with respect to any such firms which the
Company or Indemnitee shall have engaged for any purpose at any time within the
five years preceding such engagement (other than, in the case of the Company,
with respect to matters concerning the rights of Indemnitee (or of other
indemnitees under similar indemnity agreements) to indemnity payments and
advances of Expenses). The Company agrees to pay the reasonable fees of the
special independent counsel referred to above and to indemnify fully such
counsel against any and all expenses (including attorneys' fees), claims,
liabilities and damages arising out of or relating to this Agreement or its
engagement pursuant hereto.
10. EXCLUSIONS
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Notwithstanding the scope of indemnification which may be
available to Indemnitees from time to time under any Applicable Document, no
indemnification, reimbursement or payment shall be required of the Company
hereunder with respect to:
(a) Any claim or part thereof as to which Indemnitee shall
have been adjudged by a court of competent jurisdiction
from which no appeal is or can be taken to have acted in
willful misfeasance, or willful disregard of his duties,
except to the extent that such court shall determine upon
application that, despite the adjudication of liability,
but in view of all the circumstances of the case,
Indemnitee is fairly and reasonably entitled to indemnity
for such expenses as the court shall deem proper;
(b) Any claim or any part thereof arising under Section 16(b)
of the Exchange Act pursuant to which Indemnitee shall be
obligated to pay any penalty, fine, settlement or
judgment;
(c) Any obligation of Indemnitee based upon or attributable to
the Indemnitee gaining in fact any personal gain, profit
or advantage to which he was not entitled; or
(d) Any Proceeding initiated by Indemnitee without the consent
or authorization of the Board of Directors of the Company,
provided that this exclusion shall not apply with respect
to any claims brought by Indemnitee to enforce his rights
under this Agreement or in any Proceeding initiated by
another person or entity whether or not such claims were
brought by Indemnitee against a person or entity who was
otherwise a party to such Proceeding.
Nothing in this Section 10 shall eliminate or diminish Company's
obligations to advance that portion of Indemnitee's Expenses which represent
attorneys' fees and other costs incurred in defending any Proceeding pursuant to
Section 3 of this Agreement.
11. EXTRAORDINARY TRANSACTIONS
The Company covenants and agrees that, in the event of any merger,
consolidation or reorganization in which the Company is not the surviving
entity, any sale of all or substantially all of the assets of the Company or any
liquidation of the Company (each such event is hereinafter referred to as an
"extraordinary transaction"), the Company shall:
(a) Have the obligations of the Company under this Agreement
expressly assumed by the survivor, purchaser or successor,
as the case may be, in such extraordinary transaction; or
(b) Otherwise adequately provide for the satisfaction of the
Company's obligations under this Agreement, in a manner
acceptable to Indemnitee.
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12. NO PERSONAL LIABILITY
Indemnitee agrees that neither the Directors nor any officer,
employee, representative or agent of the Company shall be personally liable for
the satisfaction of the Company's obligations under this Agreement, and
Indemnitee shall look solely to the assets of the Company and the escrow
referred to in Section 4 hereof for satisfaction of any claims hereunder.
13. SEVERABILITY
If any provision, phrase, or other portion of this Agreement
should be determined by any court of competent jurisdiction to be invalid,
illegal or unenforceable, in whole or in part, and such determination should
become final, such provision, phrase or other portion shall be deemed to be
severed or limited, but only to the extent required to render the remaining
provisions and portion of the Agreement enforceable, and the Agreement as thus
amended shall be enforced to give 'effect to the intention of the parties
insofar as that is possible.
14. SUBROGATION
In the event of any payment under this Agreement, the Company
shall be subrogated to the extent thereof to all rights to indemnification or
reimbursement against any insurer or other entity or person vested in the
Indemnitee, who shall execute all instruments and take all other actions as
shall be reasonably necessary for the Company to enforce such rights.
15. GOVERNING LAW
The parties hereto agree that this Agreement shall be construed
and enforced in accordance with and governed by the laws of the State of Ohio.
16. NOTICE
All notices, requests, demands and other communications hereunder
shall be in writing and shall be considered to have been duly given if delivered
by hand and receipted for by the party to whom the notice, request, demand or
other communication shall have been directed, or mailed by certified mail,
return receipt requested, with postage prepaid:
(a) If to the Company,
to: Applied Industrial
Technologies, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Chief Executive
Officer
(b) If to the Indemnitee,
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to:
or to such other or further address as shall be designated from time to time by
the Indemnitee or the Company to the other.
17. TERMINATION
This Agreement may be terminated by either party upon not less
than sixty (60) days prior written notice delivered to the other party, but such
termination shall not in any way diminish the obligations of the Company
hereunder (including the obligation to maintain the escrow referred to in
Section 4 hereof) with respect to Indemnitee's activities prior to the effective
date of termination.
18. AMENDMENTS
This Agreement and the rights and duties of Indemnitee and the
Company hereunder may not be amended, modified or terminated except by written
instrument signed and delivered by the parties hereto.
This Agreement is and shall be binding upon and shall inure to the
benefit of the parties thereto and their respective heirs, executors,
administrators, successors and assigns.
IN WITNESS HEREOF, the undersigned have executed this Agreement in
triplicate as of the date first above written.
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
By:
-----------------------------
Name:
---------------------------
Title:
---------------------------
INDEMNITEE
Name:
---------------------------
Title:
---------------------------
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EXHIBIT I
INDEMNIFICATION
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Section 29. Indemnification of Directors and Officers.
The Corporation shall indemnify any Director or officer, any
former Director or officer of the Corporation and any person who is or has
served at the request of the Corporation as a director, officer or trustee of
another corporation, partnership, joint venture, trust or other enterprise (and
his heirs, executors and administrators) against expenses, including attorneys
fees, judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him by reason of the fact that he is or was such director, officer
or trustee in connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative to the
full extent and according to the procedures and requirements set forth in the
Ohio General Corporation law as the same may be in effect from time to time. The
indemnification provided for herein shall not be deemed to restrict the right of
the Corporation to (i) indemnify employees, agents and others as permitted by
such Law, (ii) purchase and maintain insurance or provide similar protection on
behalf of directors, officers or such other persons against liabilities asserted
against them or expenses incurred by them arising out of their service to the
Corporation as contemplated herein, and (iii) enter into agreements with such
directors, officers, employees, agents or others indemnifying them against any
and all liabilities (or such lesser indemnification as may be provided in such
agreements) asserted against them or incurred by them arising out of their
service to the Corporation as contemplated herein.
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EXHIBIT II
FORM OF UNDERTAKING
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THIS UNDERTAKING has been entered into by ________________________
(hereinafter "Indemnitee") pursuant to an Indemnification Agreement
dated ________________, 19___ (the "Indemnification Agreement") between Applied
Industrial Technologies, Inc. (hereinafter "Company"), an Ohio corporation,
and Indemnitee.
W I T N E S S E T H:
WHEREAS, pursuant to the Indemnification Agreement, Company agreed
to pay Expenses (within the meaning of the Indemnification Agreement) as and
when incurred by Indemnitee in connection with any claim against Indemnitee the
Company or any other party which is the subject of any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative
or investigative, to which Indemnitee was, is, or is threatened to be made a
party to or witness or other participant in by reason of facts which include
Indemnitee's being or having been a director, officer or representative (within
the meaning of the Indemnification Agreement) of Company;
WHEREAS, such a claim has arisen with respect to the Indemnitee
and Indemnitee has notified Company thereof in accordance with the terms of
Section 6 of the Indemnification Agreement (hereinafter the "proceeding");
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WHEREAS, Indemnitee believes that Indemnitee is entitled to
indemnification ▇▇▇▇▇ respect to this Proceeding, and it is in the interest of
both Indemnitee and Company to defend Indemnitee against any claim against
Indemnitee thereunder;
NOW, THEREFORE, Indemnitee hereby agrees that in consideration of
Company's advance payment of Indemnitee's Expenses incurred prior to a final
disposition of the Proceeding, Indemnitee hereby undertakes to reimburse Company
for any and all Expenses paid by Company on behalf of the Indemnitee prior to a
final disposition of the Proceeding in the event that Indemnitee is determined
under the Applicable Document (within the meaning or the Indemnification
Agreement) not to be entitled to indemnification for such Expenses pursuant to
the Indemnification Agreement and applicable law; provided that if Indemnitee is
entitled under the Applicable Document to indemnification for some or a portion
of such Expenses, Indemnitee's obligation to reimburse Company shall be only for
those Expenses for which Indemnitee is determined not to be entitled to
indemnification. Such reimbursement or arrangements for reimbursement by
Indemnitee shall be consummated within ninety (90) days after a determination
that Indemnitee is not entitled to indemnification and reimbursement pursuant to
the Indemnification Agreement and applicable law.
IN WITNESS WHEREOF, the undersigned has set his hand this _____
day of ________________, 19___.
INDEMNITEE
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Schedule Pursuant to Item 601(a) of
Regulation S-K Identifying those Officers and Directors
Party to Indemnification Agreements
The Director and Officer Indemnification Agreements presently in effect for the
Company's directors and executive officers are identical in all material
respects. The Directors having executed such form of Agreement are:
▇. ▇. ▇▇▇▇▇
▇. ▇. ▇▇▇▇▇▇▇▇▇
W. E. ▇▇▇▇▇▇
▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇
▇. ▇. Every
▇. ▇. ▇▇▇▇▇▇▇
▇. ▇. ▇▇▇▇▇
▇. ▇. ▇▇▇▇
▇. ▇. ▇▇▇▇▇▇▇▇
▇. ▇. ▇▇▇▇▇▇▇▇
The Officers having executed such form of Agreement are (in addition to Messrs.
▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇):
▇. ▇. ▇▇▇▇▇▇▇ - Vice President-Sales & Field Operations
▇. ▇. ▇▇▇▇▇▇ - Vice President-Marketing & National Accounts
▇. ▇. ▇▇▇▇ - Vice President-Communications, Organizational
Learning & Quality Standards
▇. ▇. ▇▇▇▇▇▇▇ - Vice President-Administration, Human Resources,
General Counsel & Secretary
J. R. ▇▇▇▇▇▇▇ - Vice President-Finance & Treasurer
M. O. ▇▇▇▇▇▇ - Controller
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