*** PORTIONS OF THIS EXHIBIT MARKED BY BRACKETS ("[...]") OR OTHERWISE
IDENTIFIED HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. A
COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.***
STOCK PURCHASE AGREEMENT
By and Among
GLOBAL IMAGING SYSTEMS INC.,
SOUTHERN BUSINESS COMMUNICATIONS
OF D.C., INC.
and
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and
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DATED NOVEMBER 13, 1996
EXHIBIT 10.29
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into
as of the ___th day of May, 1998, by and between GLOBAL IMAGING SYSTEMS, INC., a
Delaware corporation (the "Company"), and the undersigned, a director of the
Company ("Indemnitee"). For the purposes of this Agreement, all references to
the "Company" shall include all subsidiaries, affiliates, partnerships,
enterprises, employee benefit plans or other entities on behalf of which
Indemnitee serves or will serve at the Company's request as an officer,
director, trustee, partner, employee or agent or in a related capacity.
WHEREAS, Indemnitee has agreed to serve, at the request of the Company, as
a director of the Company; and
WHEREAS, Indemnitee is willing to serve on behalf of the Company on the
condition that he be indemnified.
NOW, THEREFORE, in consideration of Indemnitee's agreement to serve as
a director of the Company, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties do hereby
agree as follows:
1. General Indemnity Provisions. To the maximum extent that Delaware
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law in effect from time to time permits, the Company shall indemnify Indemnitee
against liability to the Company or to the Company's shareholders for money
damages (unless the liability arises from a proceeding initiated by the
Indemnitee and unauthorized by the Company's Board of Directors (the "Board")).
In the absence of any Delaware statute limiting the liability of directors of a
Delaware corporation for money damages in a suit by or on behalf of the Company
or by any shareholder of the Company, Indemnitee shall not be liable to the
Company or to the Company's shareholders for money damages except to the extent
that (i) Indemnitee actually received an improper benefit or profit in money,
property, or services, for the amount of the benefit or profit in money,
property, or services actually received, or (ii) a judgment or other final
adjudication adverse to Indemnitee is entered in a proceeding based on a finding
in the proceeding that Indemnitee's action or failure to act was the result of
active and deliberate dishonesty and was material to the cause of action
adjudicated in the proceeding.
2. Express Exculpatory Clauses in Instruments. Indemnitee shall not
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be liable under any written instrument creating an obligation of the Company by
reason of his being a director of the Company, and all persons shall look solely
to the Company for the payment of any claim under or for the performance of that
instrument. The omission of the foregoing exculpatory language from any
instrument shall not affect the validity or enforceability of such instrument
and shall not render Indemnitee liable thereunder to any third party, nor shall
Indemnitee be liable to anyone as a result of such omission.
3. Indemnification. The Company shall indemnify Indemnitee, whether
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serving the Company or at its request any other entity, to the full extent
required or permitted by the laws of the State of Delaware applicable to
business corporations now or hereafter in force, including the advance for
expenses under the procedures and to the full extent permitted by such laws,
except with respect to indemnification for liability arising from a proceeding
initiated by the Indemnitee and unauthorized by the Board. Nothing contained
herein shall be construed to protect Indemnitee against any liability to the
extent such protection would violate Delaware statutory or decisional law
applicable to business corporations organized
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under Title 8 of the Delaware Code Annotated or any successor provisions
("Delaware Corporate Law"). No amendment of the Company's Amended and Restated
Certificate of Incorporation or repeal of any of its provisions shall limit or
eliminate the rights of indemnification provided hereunder with respect to acts
or omissions occurring prior to such amendment or repeal.
4. Expenses Incurred by Indemnitee to Enforce this Agreement.
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Expenses incurred by Indemnitee in connection with his request for
indemnification hereunder shall be borne by the Company to the full extent
required or permitted by Delaware Corporation Law, unless Indemnitee is
determined not to be entitled to indemnification for any liability or expense
hereunder. In the event that Indemnitee is a party or intervenes in any
proceeding in which the validity or enforceability of this Agreement is at issue
or seeks an adjudication or award in arbitration to enforce his rights under, or
to recover damages for breach of, this Agreement, Indemnitee, if he prevails in
whole or in part in such action, shall be entitled to recover from the Company
and shall be indemnified by the Company against any expenses actually and
reasonably incurred by him.
5. Termination of Service. Indemnitee's right to indemnification
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pursuant to this Agreement shall continue regardless of whether Indemnitee has
ceased for any reason to be an officer, trustee, director, partner, employee or
agent of the Company and shall inure to the benefit of the heirs of Indemnitee
or the executors or administrators of Indemnitee's estate.
6. No Duplication of Payments. The Company shall not be liable under
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this Agreement to make any payment in connection with any action to the extent
Indemnitee has otherwise actually received payment (under any insurance policy,
by-law provision or otherwise) of the amounts otherwise indemnifiable hereunder.
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7. Non-Exclusivity. Indemnitee's rights under this Agreement shall
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be in addition to, and not in lieu of, any other rights Indemnitee may have,
whether under the Company's Bylaws, the Company's Amended and Restated
Certificate of Incorporation, Delaware Corporate Law, or any other agreements or
contracts with the Company, or pursuant to any directors or officers liability
insurance. Nothing in this Agreement shall be deemed to diminish or otherwise
restrict Indemnitee's right to indemnification under any provision of the
Company's Bylaws, the Company's Amended and Restated Certificate of
Incorporation, Delaware Corporate Law, or any other agreement or contract with
the Company, or pursuant to any directors and officers liability insurance.
8. Binding Effect. This Agreement shall be binding upon and inure to
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the benefit of and be enforceable by the parties hereto and their respective
successors, assigns (including any direct or indirect successor by merger or
consolidation), heirs, executors and administrators.
9. Governing Law. This Agreement shall be deemed to be made in, and
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in all respects shall be interpreted, construed, and governed by and in
accordance with the laws of the State of Delaware.
10. Severability. The Company and Indemnitee agree that the
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agreements and provisions contained in this Agreement are severable and
divisible, that each such agreement and provision does not depend upon any other
provision or agreement for its enforceability, and that each such agreement and
provision set forth herein constitutes an enforceable obligation between the
Company and Indemnitee. Consequently, the parties hereto agree that neither the
invalidity nor the unenforceability of any provision of this Agreement shall
affect the other provisions hereof, and this Agreement shall remain in full
force and effect and be construed in all respects as if such invalid or
unenforceable provision were omitted.
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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as
of the date first above written.
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[Name]:
Director
GLOBAL IMAGING SYSTEMS, INC.
By:
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President and Chief Executive Officer
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