INDEMNIFICATION AGREEMENT

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(this
 
“Agreement”)
 
is
 
entered
 
into,
 
effective
 
as
 
of
March 25, 2025, between
 
Cal-Maine Foods, Inc.,
 
a Delaware corporation
 
(the “Company”), and
 
[NAME]
(“Indemnitee”).
WHEREAS,
 
it
 
is
 
essential
 
to
 
the
 
Company
 
to
 
retain
 
and
 
attract
 
as
 
directors,
 
officers
 
and
 
key
employees the most capable persons available;
WHEREAS,
 
Indemnitee is a director, officer or key employee of the Company;
WHEREAS,
 
both
 
the
 
Company
 
and
 
Indemnitee
 
recognize
 
the
 
risk
 
of
 
litigation
 
and
 
other
 
claims
being asserted against directors, officers and key employees of corporations;
WHEREAS,
 
in recognition of
 
Indemnitee’s need for
 
substantial protection against
 
personal liability
in order
 
to enhance
 
Indemnitee’s continued
 
and effective
 
service to
 
the Company,
 
and in
 
order to
 
induce
Indemnitee to provide continued
 
services to the Company as
 
a director, officer or employee,
 
the Company
wishes to provide
 
in this
 
Agreement for the
 
indemnification of and
 
the advancing of
 
expenses to Indemnitee
to the fullest
 
extent (whether partial
 
or complete)
 
permitted by law
 
and as set
 
forth in this Agreement
 
and
for the coverage
 
of Indemnitee under
 
the Company’s directors’
 
and officers’
 
liability insurance policies;
 
and
WHEREAS,
 
this
 
Agreement
 
is
 
intended
 
to
 
be
 
supplemental
 
to
 
and
 
in
 
furtherance
 
of
 
the
indemnification
 
and
 
advancement
 
rights
 
provided
 
to
 
the
 
Company’s
 
directors
 
or
 
officers
 
under
 
the
Company’s Third Amended and
 
Restated Certificate
 
of Incorporation
 
(as amended
 
from time
 
to time,
 
the
“Certificate
 
of
 
Incorporation”)
 
and Amended
 
and
 
Restated
 
Bylaws
 
(as
 
amended
 
from
 
time
 
to
 
time,
 
the
“Bylaws”) and
 
any resolutions
 
adopted pursuant
 
thereto, and
 
shall not
 
be deemed
 
a substitution
 
therefor,
nor to diminish any rights of Indemnitee thereunder.
NOW,
 
THEREFORE,
 
in
 
consideration
 
of
 
the
 
above
 
premises
 
and
 
of
 
Indemnitee’s
 
service
 
or
continuing to
 
serve as
 
a director,
 
officer or
 
employee of
 
the Company
 
and intending
 
to be
 
legally bound
hereby, the parties agree as follows:
1.
Certain Definitions
:
(a)
Board:
 
The Board of Directors of the Company.
(b)
Change in Control:
(i)
the
 
acquisition
 
by
 
any
 
individual,
 
entity
 
or
 
group
 
(a
 
“Person”),
 
including
 
any
“person” within the
 
meaning of Section 13(d)(3)
 
or 14(d)(2) of
 
the Securities Exchange
 
Act of
1934, as
 
amended (the
 
“Exchange Act”),
 
of beneficial
 
ownership (within
 
the meaning
 
of Rule
13d-3 promulgated under the Exchange Act)
 
of 25% or more of either
 
(A) the then outstanding
shares
 
of
 
common
 
stock
 
of
 
the
 
Company
 
(the
 
“Outstanding
 
Common
 
Stock”)
 
or
 
(B) the
combined
 
voting
 
power
 
of
 
the
 
then
 
outstanding
 
securities
 
of
 
the
 
Company
 
entitled
 
to
 
vote
generally in the election of directors (the
 
“Outstanding Voting
 
Securities”); provided, however,
the following shall
 
not be a
 
“Change in Control”:
 
(1) any acquisition directly
 
from the Company
(excluding any
 
acquisition resulting
 
from the
 
exercise of
 
an exercise,
 
conversion or
 
exchange
privilege unless
 
the security
 
being so
 
exercised, converted
 
or exchanged
 
was acquired
 
directly
from the
 
Company), (2) any
 
acquisition by
 
the Company,
 
(3) any acquisition
 
by an
 
employee
benefit
 
plan
 
(or
 
related
 
trust)
 
sponsored
 
or
 
maintained
 
by
 
the
 
Company
 
or
 
any
 
corporation
controlled by the Company, (4) any acquisition by any
 
corporation pursuant to a
 
transaction that
complies with
 
clauses (A), (B)
 
and (C) of
 
subsection (iii) of
 
this Section
 
or (5) any
 
transaction
 
 
 
 
 
 
 
 
 
 
 
contemplated by that certain
 
Agreement Regarding Conversion
 
by and among the
 
Company and
the
 
other
 
parties
 
thereto
 
dated
 
as
 
of
 
February 25, 2025;
 
provided
 
further
 
that,
 
for
 
purposes
 
of
clause (2), if any Person
 
(other than the Company
 
or any employee benefit
 
plan (or related trust)
sponsored or maintained by
 
the Company or any
 
corporation controlled by the
 
Company) shall
become the beneficial
 
owner of 25%
 
or more of
 
the Outstanding Common
 
Stock or 25%
 
or more
of
 
the
 
Outstanding
 
Voting
 
Securities
 
by
 
reason
 
of
 
an
 
acquisition
 
by
 
the
 
Company,
 
and
 
such
Person
 
shall,
 
after
 
such
 
acquisition
 
by
 
the
 
Company,
 
become
 
the
 
beneficial
 
owner
 
of
 
any
additional
 
shares
 
of
 
the
 
Outstanding
 
Common
 
Stock
 
or
 
any
 
additional
 
Outstanding
 
Voting
Securities
 
and
 
such
 
beneficial
 
ownership
 
is
 
publicly
 
announced,
 
such
 
additional
 
beneficial
ownership shall constitute a Change in Control; or
(ii)
the
 
cessation
 
of
 
individuals
 
who,
 
as
 
of
 
the
 
date
 
hereof,
 
constitute
 
the
 
Board
 
(the
“Incumbent Board”) to constitute at least a majority of such Board; provided, however, that any
individual who
 
becomes a
 
director of
 
the Company
 
subsequent to
 
the date
 
hereof whose
 
election,
or nomination for election by the Company’s stockholders, was approved by the vote
 
of at least
a majority of the directors then
 
constituting the Incumbent Board shall be
 
deemed a
member
 
of
the
 
Incumbent
 
Board;
 
and
 
provided
 
further
 
that
 
any
 
individual
 
who
 
was
 
initially
 
elected
 
as
 
a
director of the Company as a result of an actual or threatened solicitation by a
 
Person other than
the
 
Board
 
for
 
the
 
purpose
 
of
 
opposing
 
a
 
solicitation
 
by
 
any
 
other
 
Person
 
with
 
respect
 
to
 
the
election
 
or
 
removal
 
of
 
directors,
 
or
 
any
 
other
 
actual
 
or
 
threatened
 
solicitation
 
of
 
proxies
 
or
consents by
 
or on behalf
 
of any Person
 
other than
 
the Board
 
shall not
 
be deemed a
 
member of
the Incumbent Board; or
(iii)
the
 
consummation
 
of
 
a
 
reorganization,
 
merger
 
or
 
consolidation
 
or
 
sale
 
or
 
other
disposition of all or
 
substantially all of the
 
assets of the Company
 
(a “Corporate Transaction”);
provided, however,
 
“Change in
 
Control” shall not
 
include a Corporate
 
Transaction pursuant
 
to
which:
(A)
all
 
or
 
substantially
 
all
 
of
 
the
 
individuals
 
or
 
entities
 
who
 
are
 
the
 
beneficial
owners,
 
respectively,
 
of
 
the
 
Outstanding
 
Common
 
Stock
 
and
 
the
 
Outstanding
 
Voting
Securities immediately prior
 
to such Corporate
 
Transaction will
 
beneficially own, directly
or indirectly, more than 50% of, respectively, the outstanding shares of common stock, and
the
 
combined
 
voting
 
power
 
of
 
the
 
outstanding
 
securities
 
entitled
 
to
 
vote
 
generally
 
in
 
the
election of directors,
 
as the case
 
may be, of
 
the corporation resulting
 
from such Corporate
Transaction (including, without limitation, a corporation that as a result of such transaction
owns, directly or
 
indirectly, the Company
 
or all or
 
substantially all of
 
the Company’s assets)
in substantially the same proportions relative to each other as their ownership, immediately
prior to
 
such Corporate
 
Transaction, of
 
the Outstanding
 
Common Stock
 
and the
 
Outstanding
Voting Securities, as the case may be,
(B)
no
 
Person
 
(other
 
than
 
the
 
Company;
 
any
 
employee
 
benefit
 
plan
 
(or
 
related
trust)
 
sponsored
 
or
 
maintained
 
by
 
the
 
Company
 
or
 
any
 
corporation
 
controlled
 
by
 
the
Company; the corporation resulting
 
from such Corporate Transaction;
 
and any Person that
beneficially owned, immediately prior to such
 
Corporate Transaction, directly or indirectly,
25% or
 
more of
 
the Outstanding
 
Common Stock
 
or the
 
Outstanding Voting
 
Securities, as
the case may be) will beneficially own, directly or indirectly, 25% or more of, respectively,
the outstanding
 
shares of
 
common stock
 
of the
 
corporation resulting
 
from such
 
Corporate
Transaction or the combined voting power of the
 
outstanding securities of such corporation
entitled to vote generally in the election of directors and
 
 
 
 
 
(C)
individuals who
 
were members
 
of the
 
Incumbent Board
 
will constitute
 
at least
a majority of
 
the members of
 
the board of
 
directors of the
 
corporation resulting from
 
such
Corporate Transaction; or
(iv)
the consummation of a plan of complete liquidation or dissolution of the Company.
(c)
Disinterested Director:
 
A director of the Company who is not and was
 
not a party to
the Proceeding in respect of which indemnification is sought by Indemnitee.
(d)
Expenses:
 
Any expense broadly construed, including, without limitation, attorneys’
fees, retainers,
 
court costs,
 
transcript costs,
 
fees and
 
expenses of
 
experts, including
 
accountants and
 
other
advisors,
 
travel
 
expenses,
 
duplicating
 
costs,
 
postage,
 
delivery
 
service
 
fees,
 
filing
 
fees,
 
and
 
all
 
other
disbursements
 
or
 
expenses
 
of
 
the
 
types
 
typically
 
paid
 
or
 
incurred
 
in
 
connection
 
with
 
investigating,
defending, being a witness in, or participating (including on
 
appeal), or preparing for any of the foregoing,
in
 
any
 
Proceeding
 
relating
 
to
 
any
 
Indemnifiable
 
Event,
 
and
 
any
 
expenses
 
of
 
establishing
 
a
 
right
 
to
indemnification under any of Section
,
 
or
 
of this Agreement.
(e)
Indemnifiable Costs:
 
Any and
 
all Expenses
 
reasonably incurred,
 
liabilities, losses,
judgments, fines
 
(including any
 
excise taxes
 
assessed on
 
a person
 
with respect
 
to any
 
employee benefit
 
plan)
and amounts
 
paid in
 
settlement and
 
any interest,
 
assessments, or
 
other charges
 
imposed thereon,
 
and any
federal, state,
 
local, or
 
foreign taxes
 
imposed as
 
a result
 
of the
 
actual or
 
deemed receipt
 
of any
 
payments
under this Agreement.
(f)
Indemnifiable Event:
 
Any event or
 
occurrence that takes place
 
either prior to
 
or after
the
 
execution
 
of
 
this
 
Agreement,
 
by
 
reason
 
of
 
the
 
fact
 
that
 
Indemnitee
 
is
 
or
 
was
 
a
 
director,
 
officer
 
or
employee of
 
the Company
 
or any
 
of its
 
subsidiaries, or
 
has or
 
had agreed
 
to become
 
a director,
 
officer or
employee of
 
the Company
 
or any
 
of its
 
subsidiaries, or, while
 
a director, officer
 
or employee
 
of the
 
Company
or any of its subsidiaries, is
 
or was serving at the request
 
of the Company as a
 
director, officer, employee or
agent of another corporation or of a
 
limited liability company, partnership, joint venture, trust, enterprise or
nonprofit entity, including service with respect to
 
employee benefit plans, or
 
related to anything done
 
or not
done by Indemnitee in any such capacity,
 
whether or not the basis of the Proceeding is alleged action in an
official capacity
 
as a director,
 
officer or
 
employee of
 
the Company,
 
or in any
 
other capacity,
 
as described
above.
(g)
Independent Counsel:
 
means
 
law
 
firm
 
partner
 
or
 
shareholder
 
(or
 
similar position)
who is
 
experienced in
 
matters of
 
corporation law
 
and neither
 
presently is,
 
nor in
 
the past
 
three years
 
has
been, retained
 
to represent:
 
(i) the Company
 
or any
 
of its
 
subsidiaries or
 
affiliates,
 
(ii) Indemnitee or
 
(iii) any
other party to the Proceeding giving rise to a claim for indemnification or Expense Advances hereunder, in
any matter material
 
to such law
 
firm or such
 
member of such
 
law firm (other
 
than with respect
 
to matters
relating to indemnification and advancement of
 
expenses).
 
No lawyer shall qualify to serve
 
as Independent
Counsel if
 
such lawyer,
 
or such
 
lawyer’s
 
law firm
 
would, under
 
the applicable
 
standards of
 
professional
conduct then prevailing, have a conflict
 
of interest in representing either the
 
Company or Indemnitee in an
action to determine Indemnitee’s
 
rights under this Agreement.
 
The Board shall select a
 
lawyer to serve as
Independent
 
Counsel,
 
subject
 
to
 
the
 
consent
 
of
 
Indemnitee,
 
which
 
consent
 
shall
 
be
 
withheld
 
only
 
if
 
the
Independent Counsel
 
selected by
 
the Board
 
does not
 
meet the
 
requirements of
 
the foregoing
 
definition of
Independent
 
Counsel,
 
and
 
Indemnitee
 
sets
 
forth
 
with
 
particularity,
 
in
 
writing,
 
the
 
factual
 
basis
 
of
 
such
assertion.
 
The Company
 
agrees to
 
pay the
 
reasonable fees
 
of the
 
Independent Counsel
 
and to
 
indemnify
fully
 
such
 
counsel
 
against
 
any
 
and
 
all
 
expenses
 
(including
 
attorneys’
 
fees),
 
claims,
 
liabilities,
 
loss,
 
and
damages arising
 
out of
 
or relating
 
to this
 
Agreement or
 
the engagement
 
of Independent
 
Counsel pursuant
hereto.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(h)
Proceeding:
 
Any action,
 
suit or
 
proceeding, whether
 
civil, criminal,
 
administrative
or investigative that relates to an Indemnifiable Event.
(i)
Reviewing Party:
 
Reviewing Party shall have
 
the meaning ascribed to
 
such term in
Section
2.
Agreement to Indemnify
(a)
General Agreement Regarding
 
Indemnification.
 
In the event
 
Indemnitee was, is,
 
or
is threatened to be made
 
a party to or
 
is otherwise involved in a
 
Proceeding by reason of
 
an Indemnifiable
Event, the Company shall indemnify Indemnitee from
 
and against Indemnifiable Costs, to the fullest
 
extent
permitted by applicable
 
law,
 
as the same
 
exists or may
 
hereafter be amended;
 
provided, however,
 
that the
Company’s
 
commitment set forth
 
in this
 
Section
 
to indemnify Indemnitee
 
shall be subject
 
to
the limitations and procedural requirements set forth in this Agreement.
(b)
Partial
 
Indemnification.
 
If
 
Indemnitee
 
is
 
entitled
 
under
 
any
 
provision
 
of
 
this
Agreement
 
to
 
indemnification
 
by
 
the
 
Company
 
for
 
some
 
or
 
a
 
portion
 
of
 
Indemnifiable
 
Costs,
 
but
 
not,
however, for the total
 
amount thereof, the
 
Company shall nevertheless
 
indemnify Indemnitee for
 
the portion
thereof to which Indemnitee is entitled.
(c)
Advancement
 
of
 
Expenses.
 
If
 
so
 
requested
 
by
 
Indemnitee,
 
the
 
Company
 
shall
advance
 
to
 
Indemnitee,
 
to
 
the
 
fullest
 
extent
 
not
 
prohibited
 
by
 
applicable
 
law,
 
as
 
the
 
same
 
exists
 
or
 
may
hereafter be amended or interpreted, any and all Expenses
 
incurred by Indemnitee (an “Expense Advance”
or an
 
“Advance”) in
 
defending any Proceeding
 
in advance
 
of its
 
final disposition
 
within 30 calendar
 
days
after the
 
receipt by
 
the Company
 
of a
 
request from
 
Indemnitee for
 
an Advance,
 
whether prior
 
to or
 
after
final disposition of
 
any Proceeding; provided, however,
 
that the Company shall
 
not advance any expenses
to
 
Indemnitee
 
unless
 
and
 
until
 
it
 
shall
 
have
 
received
 
a
 
request
 
and
 
undertaking
 
substantially
 
in
 
the
 
form
attached hereto as
 
Exhibit A.
 
Any request for
 
an Expense Advance
 
shall be accompanied
 
by an itemization,
in reasonable detail, of the Expenses for which advancement is sought; provided, however, that Indemnitee
need
 
not
 
submit
 
to
 
the
 
Company
 
any
 
information
 
that
 
counsel
 
for
 
Indemnitee
 
deems
 
is
 
privileged
 
and
exempt from compulsory disclosure in any proceeding.
 
Subject to applicable law, Advances shall be made
without regard
 
to Indemnitee’s
 
ability to
 
repay the
 
Expenses and
 
without regard
 
to Indemnitee’s
 
ultimate
entitlement to indemnification under
 
the other provisions of
 
this Agreement.
 
If Indemnitee has commenced
legal proceedings in
 
a court of
 
competent jurisdiction in
 
the State of
 
Delaware to secure
 
a determination that
Indemnitee should be indemnified under applicable law,
 
as provided in Section
, 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 any
 
Expense Advance
until a final
 
judicial determination is
 
made with respect
 
thereto (as to
 
which all rights
 
of appeal therefrom
have
 
been
 
exhausted
 
or
 
have
 
lapsed).
 
Indemnitee’s
 
obligation
 
to
 
reimburse
 
the
 
Company
 
for
 
Expense
Advances shall be unsecured
 
and no interest shall
 
be charged thereon.
 
This Section
 
shall not
apply to any claim by Indemnitee for which indemnity is excluded pursuant to Section
(d)
Exception to Obligation to Indemnify.
 
Notwithstanding anything in this Agreement
to
 
the
 
contrary,
 
the
 
Company
 
shall
 
not
 
be
 
obligated
 
under
 
this
 
Agreement
 
to
 
make
 
any
 
indemnification
payment in connection with any claim made against Indemnitee:
(i)
except as otherwise
 
provided in Section
, in connection
 
with any Proceeding
commenced by
 
Indemnitee, unless the
 
commencement of
 
such Proceeding
 
by Indemnitee
 
was
authorized in the specific case by the Board; or
 
 
 
 
 
 
 
 
(ii)
for
 
which
 
payment
 
has
 
actually
 
been
 
made
 
to
 
or
 
on
 
behalf
 
of
 
Indemnitee
under any
 
insurance policy
 
or other
 
indemnity provision,
 
except with
 
respect to
 
any excess
beyond the amount paid under any insurance policy or other indemnity provision.
3.
Reviewing Party
(a)
Definition of Reviewing Party.
 
Other than as contemplated by Section
or as ordered by a court,
 
the person, persons or entity who
 
shall determine whether Indemnitee is
 
entitled to
indemnification (the “Reviewing
 
Party”), (i) if Indemnitee
 
is a director,
 
officer or employee
 
at the time
 
of
such determination, shall
 
be (A) the Board
 
acting by a
 
majority vote of
 
Disinterested Directors, even
 
though
less
 
than
 
a
 
quorum,
 
(B) a
 
committee
 
of
 
Disinterested
 
Directors
 
designated
 
by
 
a
 
majority
 
vote
 
of
Disinterested
 
Directors
 
on
 
the
 
Board,
 
even
 
though
 
less
 
than
 
a
 
quorum,
 
(C) if
 
there
 
are
 
no
 
Disinterested
Directors,
 
or if
 
the Disinterested
 
Directors
 
so
 
direct,
 
by
 
Independent
 
Counsel in
 
a
 
written opinion
 
to
 
the
Board, a
 
copy of
 
which shall
 
be delivered
 
to Indemnitee,
 
or (D) by
 
the stockholders
 
of the
 
Company and
(ii) if Indemnitee
 
is a
 
former director,
 
officer or
 
employee at
 
the time
 
of such
 
determination, shall
 
be any
person, persons or entity having the authority to act on the matter on behalf of the Company.
(b)
Reviewing
 
Party
 
Following
 
Change
 
in
 
Control.
 
After
 
a
 
Change
 
in
 
Control
 
(other
than a
 
Change in
 
Control approved
 
by a
 
majority of
 
the Incumbent
 
Board), the
 
Reviewing Party
 
shall be
Independent Counsel.
 
With
 
respect to
 
all matters
 
arising from
 
such a
 
Change in
 
Control concerning
 
the
rights
 
of
 
Indemnitee
 
to
 
indemnity
 
payments
 
and
 
Expense
 
Advances
 
under
 
this
 
Agreement
 
or
 
any
 
other
agreement or
 
under applicable
 
law or
 
the Company’s Certificate
 
of Incorporation
 
or Bylaws
 
now or
 
hereafter
in
 
effect
 
relating to
 
indemnification
 
for
 
Indemnifiable
 
Events, the
 
Company shall
 
seek legal
 
advice
 
only
from Independent Counsel.
 
Such counsel, among other things, shall render its written
 
opinion to the Board
and Indemnitee as to whether and to what extent Indemnitee should be indemnified under applicable law.
(c)
Successful Proceeding
 
or Defense.
 
Notwithstanding anything
 
contained herein
 
to the
contrary,
 
to
 
the
 
extent
 
that
 
Indemnitee
 
has
 
been
 
successful
 
on
 
the
 
merits
 
or
 
otherwise
 
in
 
defense
 
of
 
any
Proceeding by reason of (or arising in part out of) an Indemnifiable Event or in
 
defense of any claim, issue
or matter
 
therein, Indemnitee
 
shall be
 
indemnified against
 
Expenses actually
 
and reasonably
 
incurred
 
by
Indemnitee
 
in
 
connection
 
therewith,
 
without
 
the
 
necessity
 
of
 
authorization
 
or
 
determination
 
by
 
the
Reviewing Party as to whether Indemnitee is entitled to indemnification in the specific case.
4.
Indemnification Process and Appeal
(a)
Indemnification Payment.
(i)
Subject
 
to
 
the
 
last
 
sentence
 
of
 
Section
,
 
the
 
determination
 
with
 
respect
 
to
Indemnitee’s entitlement to
 
indemnification shall
 
be made
 
by the
 
Reviewing Party
 
not later
 
than
30 calendar
 
days
 
after
 
receipt
 
by
 
the
 
Company
 
of
 
a
 
written
 
demand
 
on
 
the
 
Company
 
for
indemnification (which written demand
 
shall include such documentation
 
and information as is
reasonably
 
available
 
to
 
Indemnitee
 
and
 
is
 
reasonably
 
necessary
 
to
 
determine
 
whether
 
and
 
to
what
 
extent
 
Indemnitee
 
is
 
entitled
 
to
 
indemnification).
 
The
 
Reviewing
 
Party
 
making
 
the
determination
 
with
 
respect
 
to
 
Indemnitee’s
 
entitlement
 
to
 
indemnification
 
shall
 
notify
Indemnitee of such written determination no later than two business days thereafter.
(ii)
Unless
 
the
 
Reviewing
 
Party
 
has
 
provided
 
a
 
written
determination
 
to
 
the
 
Company
 
that
 
Indemnitee
 
is
 
not
 
entitled
 
to
 
indemnification
 
under
 
this
Agreement, Indemnitee
 
shall be
 
entitled to
 
indemnification of
 
Indemnifiable Costs,
 
and shall
receive
 
payment
 
thereof,
 
from
 
the
 
Company
 
in
 
accordance
 
with
 
this
 
Agreement
 
within
10 business
 
days
 
after
 
the
 
Reviewing
 
Party
 
has
 
made
 
its
 
determination
 
with
 
respect
 
to
Indemnitee’s
 
entitlement
 
to
 
indemnification
 
or,
 
if
 
the
 
Reviewing
 
Party
 
has
 
not
 
made
 
such
 
determination, within 30 calendar
 
days after the date
 
by which it was
 
required to do so
 
pursuant
to Section
 
of this Agreement.
(b)
Suit
 
to
 
Enforce
 
Rights.
 
If
 
(i) payment
 
of
 
indemnification
 
pursuant
 
to
Section
 
is not made
 
within the period
 
permitted for such
 
payment by such
 
section, (ii) the
Reviewing
 
Party
 
determines
 
pursuant
 
to
 
Section
 
that
 
Indemnitee
 
is
 
not
 
entitled
 
to
indemnification under
 
this Agreement,
 
(iii) Indemnitee has
 
not received
 
advancement of
 
Expenses within
the time period permitted for such advancement by
 
Section
, or (iv) the Company or any other
Person takes
 
or threatens to
 
take any action
 
to declare
 
this Agreement
 
void or
 
unenforceable, or
 
institutes
any litigation
 
or other
 
action or
 
Proceeding designed
 
to deny,
 
or to
 
recover from,
 
Indemnitee the
 
benefits
provided or
 
intended to
 
be provided
 
to Indemnitee
 
▇▇▇▇▇▇▇▇▇, then Indemnitee
 
shall have
 
the right
 
to enforce
the indemnification and advancement rights granted
 
under this Agreement by commencing litigation
 
in any
court
 
of
 
competent
 
jurisdiction
 
in
 
the
 
State
 
of
 
Delaware
 
seeking
 
an
 
initial
 
determination
 
by
 
the
 
court
 
or
challenging any determination
 
by the Reviewing
 
Party or any
 
aspect thereof.
 
The remedy provided
 
for in
this Section
 
shall be in addition to any other remedies available to Indemnitee in law or equity.
(c)
Defense to Indemnification, Burden of Proof, and Presumptions.
(i)
To
 
the
 
maximum
 
extent
 
permitted
 
by
 
applicable
 
law
 
in
 
making
 
a
determination with
 
respect to
 
entitlement to
 
indemnification hereunder, the
 
Reviewing Party
 
shall
presume that an Indemnitee
 
is entitled to indemnification
 
under this Agreement if
 
Indemnitee has
submitted
 
a
 
request
 
for
 
indemnification
 
in
 
accordance
 
with
 
Section
,
 
and
 
the
Company shall
 
have the
 
burden of
 
proof to
 
overcome that
 
presumption in
 
connection with
 
the
making by the
 
Reviewing Party of
 
any determination contrary
 
to that presumption.
 
Neither the
failure
 
of
 
the
 
Company
 
(including
 
by
 
its
 
directors
 
or
 
Independent
 
Counsel)
 
to
 
have
 
made
 
a
determination
 
prior
 
to
 
the
 
commencement
 
of
 
any
 
action
 
pursuant
 
to
 
this
 
Agreement
 
that
indemnification
 
is
 
proper
 
in
 
the
 
circumstances
 
because
 
Indemnitee
 
has
 
met
 
the
 
applicable
standard of
 
conduct, nor
 
an actual
 
determination by
 
the Company
 
(including by
 
its directors
 
or
Independent Counsel) that Indemnitee
 
has not met such
 
applicable standard of conduct,
 
shall be
a defense
 
to the
 
action or
 
create a
 
presumption that
 
Indemnitee has
 
not met
 
the applicable
 
standard
of conduct.
(ii)
It shall
 
be a defense
 
to any action
 
brought by Indemnitee
 
against the
Company
 
to
 
enforce
 
this
 
Agreement
 
that
 
it
 
is
 
not
 
permissible
 
under
 
applicable
 
law
 
for
 
the
Company to
 
indemnify or
 
to make
 
an Advance
 
of Expenses
 
to Indemnitee
 
for the
 
amount claimed.
(iii)
For purposes of this Agreement, the termination of any claim, action,
suit, proceeding or matter therein, by judgment, order, settlement (whether with
 
or without court
approval
 
and
 
whether
 
with
 
or
 
without
 
an
 
admission
 
of
 
liability
 
on
 
the
 
part
 
of
 
Indemnitee),
conviction,
 
or
 
upon
 
a
 
plea
 
of
 
nolo
 
contendere
 
or
 
its
 
equivalent,
 
shall
 
not
 
create
 
of
 
itself
 
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.
(iv)
For purposes of any determination under this Agreement, Indemnitee
shall be deemed to
 
have acted in good
 
faith and in a
 
manner such person reasonably
 
believed to
be
 
in
 
or
 
not
 
opposed
 
to
 
the
 
best
 
interests
 
of
 
the
 
Company,
 
or,
 
with
 
respect
 
to
 
any
 
criminal
Proceeding, to
 
have had
 
no reasonable
 
cause to
 
believe Indemnitee’s
 
conduct was
 
unlawful, if
Indemnitee’s
 
action was
 
based on
 
good faith
 
reliance on
 
the records
 
or books
 
of account
 
of the
Company
 
or
 
another
 
enterprise,
 
including
 
financial
 
statements,
 
or
 
on
 
information
 
supplied
 
to
Indemnitee by the
 
directors or officers of
 
the Company or
 
another enterprise in
 
the course of
 
their
 
 
 
 
 
 
 
duties, or on the advice of legal counsel for the Company or another
 
enterprise or on 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 professional or expert selected
 
with reasonable care
by
 
the
 
Company
 
or
 
another
 
enterprise.
 
The
 
term
 
“another
 
enterprise”
 
as
 
used
 
in
 
this
Section
 
shall
 
mean
 
any
 
other
 
corporation
 
or
 
any
 
partnership,
 
limited
 
liability
company,
 
joint venture,
 
trust, employee
 
benefit plan
 
or other
 
enterprise of
 
which Indemnitee
 
is
or was
 
serving at
 
the request
 
of the Company
 
as a
 
director, officer,
 
employee, representative
 
or
agent.
 
For purposes
 
of this
 
Agreement, references
 
to “serving
 
at the
 
request of
 
the Company”
shall include any service as a
 
director, officer, employee, representative or agent of the Company
that imposes
 
duties on,
 
or involves
 
services by,
 
such director,
 
officer,
 
employee, representative
or
 
agent
 
with
 
respect
 
to
 
an
 
employee
 
benefit
 
plan,
 
its
 
participants
 
or
 
beneficiaries,
 
and
 
if
Indemnitee
 
acted
 
in
 
good
 
faith
 
and
 
in
 
a
 
manner
 
Indemnitee
 
reasonably
 
believed
 
to
 
be
 
in
 
the
interest
 
of
 
the
 
participants
 
and
 
beneficiaries
 
of
 
an
 
employee
 
benefit
 
plan,
 
Indemnitee
 
shall
 
be
deemed
 
to
 
have
 
acted
 
in
 
a
 
manner
 
not
 
opposed
 
to
 
the
 
best
 
interests
 
of
 
the
 
Company.
 
The
provisions of this Section
 
shall not be deemed
 
to be exclusive or
 
to limit in any
way
 
the
 
other
 
circumstances
 
in
 
which
 
Indemnitee
 
may
 
be
 
deemed
 
to
 
have
 
met
 
the
 
applicable
standard of conduct set forth in this Agreement.
(v)
The
 
knowledge
 
and/or
 
actions,
 
or
 
failure
 
to
 
act,
 
of
 
any
 
director,
officer,
 
agent or
 
employee of
 
the Company
 
shall not
 
be imputed
 
to Indemnitee
 
for purposes
 
of
determining the right to indemnification under this Agreement.
5.
Indemnification
 
for
 
Expenses
 
Incurred
 
in
 
Enforcing
 
Rights.
 
The
 
Company
 
shall
indemnify Indemnitee against any and all Expenses
 
to the fullest extent permitted by law
 
as the same exists
or
 
may
 
hereafter
 
be
 
amended
 
and,
 
if
 
requested
 
by
 
Indemnitee
 
pursuant
 
to
 
the
 
procedures
 
set
 
forth
 
in
Section
,
 
shall
 
advance
 
such
 
Expenses
 
to
 
Indemnitee,
 
that
 
are
 
incurred
 
by
 
Indemnitee
 
in
connection with any claim asserted against or action brought by Indemnitee for:
(a)
interpretation, enforcement or defense of Indemnitee’s rights under this Agreement;
(b)
indemnification
 
of
 
Indemnifiable
 
Costs
 
or
 
payment
 
of
 
Expense
 
Advances
 
by
 
the
Company
 
under
 
this
 
Agreement
 
or
 
any
 
other
 
agreement
 
or
 
under
 
applicable
 
law
 
or
 
the
 
Company’s
Certificate
 
of
 
Incorporation
 
or
 
Bylaws
 
now
 
or
 
hereafter
 
in
 
effect
 
relating
 
to
 
indemnification
 
for
Indemnifiable Events; and/or
(c)
recovery under directors’ and officers’ liability insurance
 
policies maintained by the
Company.
Notwithstanding anything
 
in this Agreement
 
to the
 
contrary, no
 
determination as
 
to entitlement
 
of
Indemnitee
 
to
 
indemnification
 
under
 
this
 
Agreement
 
shall
 
be
 
required
 
to
 
be
 
made
 
prior
 
to
 
the
 
final
disposition of the Proceeding.
6.
Notification and Defense of Proceeding
(a)
Notice.
 
Promptly
 
upon
 
being
 
served
 
with
 
any
 
summons,
 
citation,
 
subpoena,
complaint,
 
indictment,
 
information
 
or
 
other
 
document
 
relating
 
to
 
any
 
Proceeding
 
or
 
matter
 
that
 
may
 
be
subject to
 
indemnification or
 
advancement of
 
Expenses covered
 
hereunder Indemnitee
 
will, if
 
a claim
 
in
respect thereof is to be made against the
 
Company under this Agreement, notify the Company
 
thereof.
 
The
failure to
 
notify or
 
promptly notify
 
the Company
 
shall not
 
relieve the
 
Company from
 
any liability
 
that it
may
 
have
 
to
 
Indemnitee
 
otherwise
 
than
 
under
 
this
 
Agreement,
 
and
 
shall
 
not
 
relieve
 
the
 
Company
 
from
liability
 
hereunder
 
except
 
to
 
the
 
extent
 
the
 
Company
 
has
 
been
 
prejudiced
 
or
 
as
 
further
 
provided
 
in
Section
 
 
 
 
 
 
 
 
 
 
(b)
Defense.
 
With
 
respect
 
to
 
any
 
Proceeding
 
as
 
to
 
which
 
Indemnitee
 
notifies
 
the
Company of the commencement
 
thereof, the Company will
 
be entitled to participate
 
in the Proceeding at
 
its
own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume
the defense thereof with
 
counsel selected by the
 
Company.
 
After notice from the
 
Company to Indemnitee
of its election to assume
 
the defense of any Proceeding,
 
the Company will not
 
be liable to Indemnitee
 
under
this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the
defense of
 
such Proceeding
 
other than
 
as provided
 
below.
 
Indemnitee shall
 
have the
 
right to
 
employ separate
counsel
 
in
 
such
 
Proceeding,
 
but,
 
notwithstanding
 
any
 
other
 
provision
 
of
 
this
 
Agreement,
 
all
 
Expenses
related
 
thereto
 
incurred
 
after
 
notice
 
from
 
the
 
Company
 
of
 
its
 
assumption
 
of
 
the
 
defense
 
shall
 
be
 
at
Indemnitee’s
 
expense
 
unless:
 
(i) the
 
employment
 
of
 
counsel
 
by
 
Indemnitee
 
has
 
been
 
authorized
 
by
 
the
Company,
 
(ii) Indemnitee
 
has
 
reasonably
 
determined
 
that
 
there
 
may
 
be
 
a
 
conflict
 
of
 
interest
 
between
Indemnitee
 
and
 
the
 
Company
 
in
 
the
 
defense
 
of
 
the
 
Proceeding,
 
(iii) after
 
a
 
Change
 
in
 
Control,
 
the
employment of
 
counsel
 
by Indemnitee
 
has been
 
approved
 
by Independent
 
Counsel,
 
or (iv) the
 
Company
shall not within 60 calendar days in fact have employed counsel to assume the defense of such Proceeding,
in each of which case, all Expenses of the Proceeding shall be borne by the Company.
 
If the Company has
selected counsel
 
to represent
 
Indemnitee and
 
other current
 
and former
 
directors, officers
 
or employees
 
of
the
 
Company
 
in
 
the
 
defense
 
of
 
a
 
Proceeding,
 
and
 
a
 
majority
 
of
 
such
 
persons,
 
including
 
Indemnitee,
reasonably
 
object
 
to
 
such
 
counsel
 
selected
 
by
 
the
 
Company
 
pursuant
 
to
 
the
 
first
 
sentence
 
of
 
this
Section
, then such persons, including Indemnitee, shall be permitted to employ one additional
counsel of their choice and the
 
reasonable fees and expenses of such
 
counsel shall be at the expense
 
of the
Company;
 
provided,
 
however,
 
that
 
such
 
counsel
 
shall
 
be
 
chosen
 
from
 
among
 
the
 
list
 
of
 
counsel,
 
if
 
any,
approved by any
 
company with which the
 
Company obtains or maintains
 
directors and officers
 
insurance.
 
In
 
the
 
event
 
separate
 
counsel
 
is
 
retained
 
by
 
a
 
group
 
of
 
persons
 
including
 
Indemnitee
 
pursuant
 
to
 
this
Section
,
 
the
 
Company
 
shall
 
cooperate
 
with
 
such
 
counsel
 
with
 
respect
 
to
 
the
 
defense
 
of
 
the
Proceeding, including making
 
documents, witnesses and
 
other reasonable information
 
related to the
 
defense
available to
 
such separate
 
counsel pursuant
 
to joint-defense
 
agreements or
 
confidentiality agreements,
 
as
appropriate.
 
The Company shall not be entitled to assume the
 
defense of any Proceeding brought by or on
behalf of the Company or as to which ▇▇▇▇▇▇▇▇▇▇ shall have made the determination provided for in clause
(ii) in the third sentence of this Section
(c)
Settlement
 
of
 
Claims.
 
The
 
Company
 
shall
 
not
 
be
 
liable
 
to
 
indemnify
 
Indemnitee
under this Agreement
 
or otherwise for
 
any amounts paid
 
in settlement of
 
any Proceeding effected
 
without
the
 
Company’s
 
prior
 
written
 
consent.
 
The
 
Company
 
shall
 
not
 
settle
 
any
 
Proceeding
 
in
 
any
 
manner
 
that
would impose
 
upon Indemnitee
 
any penalty,
 
limitation or
 
obligation to
 
repay advanced
 
Expenses without
Indemnitee’s
 
prior
 
written
 
consent.
 
Neither
 
the
 
Company
 
nor
 
Indemnitee
 
will
 
unreasonably
 
withhold,
condition or
 
delay its,
 
his or
 
her consent
 
to any
 
proposed settlement.
 
The Company
 
shall not
 
be liable
 
to
indemnify Indemnitee
 
under this
 
Agreement with
 
regard to
 
any judicial
 
award if
 
the Company
 
was not
 
given
a reasonable
 
and timely
 
opportunity,
 
at its
 
expense, to
 
participate in
 
the defense
 
of such
 
action; provided,
however, that
 
the Company’s
 
liability hereunder shall not
 
be excused if participation
 
in the Proceeding by
the Company was barred by this Agreement.
7.
Non-Exclusivity.
 
The
 
rights
 
of
 
Indemnitee
 
hereunder
 
shall
 
be
 
in
 
addition
 
to
 
any
 
other
 
rights
Indemnitee may have under the laws of the State of Delaware, the Company’s Certificate of Incorporation,
the Company’s
 
Bylaws, applicable
 
law, any
 
agreement, a
 
resolution of
 
the Board
 
or otherwise;
 
provided,
however,
 
that
 
in
 
no
 
event
 
will
 
Indemnitee
 
be
 
permitted
 
to
 
receive
 
indemnification
 
or
 
advancement
 
of
expenses
 
more than
 
once for
 
the same
 
Expenses and
 
Indemnifiable
 
Costs.
 
No amendment,
 
alteration or
repeal of this Agreement or of any provision hereof
 
shall limit or restrict any right of Indemnitee under this
Agreement in respect
 
of any action
 
taken or omitted
 
by Indemnitee in
 
Indemnitee’s capacity as
 
a director,
officer,
 
employee
 
or
 
agent
 
of
 
the
 
Company
 
or
 
of
 
any
 
other
 
corporation,
 
limited
 
liability
 
company,
partnership or joint venture, trust or other enterprise that such person is or was serving at
 
the request of the
Company,
 
prior
 
to
 
such
 
amendment,
 
alteration
 
or
 
repeal.
 
The
 
assertion
 
or
 
employment
 
of
 
any
 
right
 
or
 
 
 
 
 
 
 
 
 
 
 
 
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, or
 
otherwise, shall not
 
prevent the concurrent
 
assertion or employment
 
of any other
 
right
or remedy.
8.
Liability
 
Insurance.
 
To
 
the
 
extent
 
the
 
Company
 
maintains
 
an
 
insurance
 
policy
 
or
 
policies
providing directors’
 
or officers’
 
liability insurance, Indemnitee, if
 
a director or officer
 
of the Company,
 
shall
be covered by such policy or policies, in accordance with its or their terms.
9.
Amendment of
 
this
 
Agreement.
 
No supplement,
 
modification, or
 
amendment of
 
this
 
Agreement
shall be binding unless
 
executed in writing by
 
both of the parties
 
hereto.
 
No waiver of
 
any of the provisions
of this Agreement shall operate as
 
a waiver of any
 
other provisions hereof (regardless
 
of whether similar),
nor shall such
 
waiver constitute a
 
continuing waiver.
 
Except as specifically
 
provided herein, no
 
failure to
exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.
10.
Subrogation.
 
In
 
the
 
event
 
of
 
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
 
shall
 
do
 
everything
 
that
 
may
 
be
 
necessary
 
to
 
secure
 
such
 
rights,
 
including
 
the
execution
 
of
 
such
 
documents
 
necessary
 
to
 
enable
 
the
 
Company
 
effectively
 
to
 
bring
 
suit
 
to
 
enforce
 
such
rights.
11.
No Duplication
 
of Payments.
 
The Company
 
shall not
 
be liable
 
under this
 
Agreement to
make
 
any
 
payment
 
in
 
connection
 
with
 
any
 
claim
 
made
 
against
 
Indemnitee
 
to
 
the
 
extent
 
Indemnitee
 
has
otherwise
 
actually
 
received
 
payment
 
(whether
 
under
 
the
 
Company’s
 
Certificate
 
of
 
Incorporation,
 
the
Company’s
 
Bylaws,
 
any
 
insurance
 
policy,
 
by
 
law,
 
or
 
otherwise)
 
of
 
the
 
amounts
 
otherwise indemnifiable
hereunder.
12.
Duration and Binding Effect.
 
This Agreement shall continue until and terminate upon the
later
 
of:
 
(a) ten
 
years
 
after
 
the
 
date
 
that
 
Indemnitee
 
shall
 
have
 
ceased
 
to
 
serve
 
as
 
a
 
director,
 
officer
 
or
employee
 
of
 
the
 
Company
 
or
 
at
 
the
 
request
 
of
 
the
 
Company,
 
as
 
a
 
director,
 
officer,
 
employee,
 
agent,
 
or
fiduciary,
 
of
 
another
 
corporation,
 
partnership,
 
joint
 
venture,
 
trust
 
or
 
other
 
enterprise,
 
as
 
applicable,
 
and
(b) one year
 
after the
 
later of
 
(i) the final
 
disposition of
 
any Proceeding
 
then pending
 
in respect
 
of which
Indemnitee
 
is
 
granted
 
rights
 
of
 
indemnification
 
or
 
advancement
 
of
 
Expenses
 
hereunder
 
and
 
(ii) the
 
final
disposition of any
 
proceeding commenced by
 
Indemnitee pursuant to
 
Section
 
of this Agreement relating
thereto.
 
This Agreement shall be binding
 
upon and inure to the benefit of and be enforceable by the parties
hereto
 
and
 
their
 
respective
 
successors,
 
assigns,
 
including
 
any
 
direct
 
or
 
indirect
 
successor
 
by
 
purchase,
merger, consolidation, or otherwise to all
 
or substantially all of the business
 
and/or assets of the Company,
spouses, heirs, executors,
 
administrators and personal
 
and legal representatives.
 
The Company shall
 
require
and cause any successor (whether direct or
 
indirect by purchase, merger, consolidation, or otherwise)
 
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
 
the
 
same
 
extent
 
that
 
the
 
Company
 
would
 
be
 
required
 
to
 
perform
 
if
 
no
 
such
succession
 
had
 
taken
 
place.
 
This Agreement
 
shall
 
continue
 
in
 
effect
 
regardless
 
of
 
whether
 
Indemnitee
continues
 
to
 
serve
 
as
 
a
 
director,
 
officer
 
or
 
employee
 
of
 
the
 
Company
 
or
 
of
 
any
 
other
 
enterprise
 
at
 
the
Company’s request.
13.
Enforcement
.
(d)
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
 
Indemnitee
 
to
 
serve
 
or
 
continue
 
to
serve as a
 
director, officer
 
or employee of
 
the Company,
 
and the Company
 
acknowledges that Indemnitee
is relying
 
upon this
 
Agreement in
 
serving or
 
continuing to
 
serve as
 
a director,
 
officer or
 
employee of
 
the
Company.
 
 
 
 
 
 
 
 
 
(e)
This
 
Agreement
 
constitutes
 
the
 
entire
 
agreement
 
between
 
the
 
parties
 
hereto
 
with
respect to
 
the subject
 
matter hereof
 
and supersedes
 
all prior
 
agreements and
 
understandings, oral,
 
written
and implied,
 
between the
 
parties hereto
 
with respect
 
to the
 
subject matter
 
hereof; provided,
 
however,
 
that
this
 
Agreement is
 
a supplement
 
to and
 
in furtherance
 
of the
 
Company’s
 
Certificate
 
of Incorporation
 
and
Bylaws, any resolutions adopted
 
pursuant thereto and applicable
 
law,
 
and shall not be
 
deemed a substitute
therefor, nor to supersede or otherwise diminish any rights of Indemnitee thereunder.
14.
Severability.
 
If any provision (or portion thereof) of this Agreement shall be held by a court of
competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining
provisions shall remain enforceable to the fullest extent permitted by law.
 
Furthermore, to the
fullest extent possible, the provisions of this Agreement (including, without limitation, each
portion of this Agreement containing any provision held to be invalid, void, or otherwise
unenforceable, that is not itself invalid, void, or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, void, or unenforceable.
15.
Governing Law and Consent to Jurisdiction.
 
This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware applicable to
contracts made and to be performed in such State, without giving effect to the principles of
conflicts of laws. The Company and Indemnitee hereby irrevocably and unconditionally (i)
agree that any action or proceeding arising out of or in connection with this Agreement shall be
brought only in the Court of Chancery of the State of Delaware (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 the exclusive jurisdiction of the Delaware Court for purposes
of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any
objection to the laying of venue of any such action or proceeding in the Delaware Court, and
(iv) waive, and agree not to plead or to make, any claim that any such action or proceeding
brought in the Delaware Court has been brought in an improper or inconvenient forum.
16.
Notices
.
 
All notices, requests, demands or other communications that are required or may be
given pursuant to the terms of this Agreement must be in writing and will be deemed to have
been duly given:
 
(a) on the date of delivery, if personally delivered by hand; (b) upon the date
scheduled for delivery, if such notice is sent by a nationally recognized overnight-express
courier or (c) upon written confirmation of receipt by the recipient of such notice (including
any automatic confirmation that is received), if transmitted by electronic mail:
To the Company at:
Cal-Maine Foods, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
Suite 200
Ridgeland, MS
 
39157
Attention:
 
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President and CEO
With a copy to the same address:
 
Attention:
 
▇▇▇ ▇▇▇▇▇▇▇▇, Vice President and General Counsel
Email:
 
▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
and
To Indemnitee at:
[NAME]
[ADDRESS]
[ADDRESS]
[EMAIL
 
ADDRESS]
Notice of change of address shall be effective only when done in accordance with this Section
[Signature Page Follows; Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF,
 
the parties hereto have duly executed and delivered this Agreement as
of the day specified above.
COMPANY:
CAL-MAINE FOODS, INC.,
a Delaware corporation
By:______________________________________
Name:
Title:
INDEMNITEE:
______________________________________
[NAME]
 
 
 
EXHIBIT A
REQUEST AND UNDERTAKING
Cal-Maine Foods, Inc.
[ADDRESS]
[ADDRESS]
Attn:
 
[TITLE]
To Whom It May Concern:
I
 
request,
 
pursuant
 
to
 
Section
 
of
 
the
 
Indemnification Agreement,
 
dated
 
as
 
of
 
[●], 2025
 
(the
“Indemnification
 
Agreement”), between
 
Cal-Maine Foods,
 
Inc. (the
 
“Company”) and
 
me, that the
 
Company
advance Expenses (as such
 
term is defined in
 
the Indemnification Agreement) incurred in connection
 
with
[describe
 
Proceeding]
 
(the
 
“Proceeding”).
 
I
 
have
 
attached
 
an
 
itemization,
 
in
 
reasonable
 
detail,
 
of
 
the
Expenses for which advancement is sought.
I undertake
 
and agree
 
to repay
 
to the
 
Company any
 
funds advanced to
 
me or
 
paid on my
 
behalf if
 
it shall
ultimately
 
be
 
determined
 
that
 
I
 
am
 
not
 
entitled
 
to
 
indemnification.
 
I
 
shall
 
make
 
any
 
such
 
repayment
promptly following written notice of any such determination.
__________________________________
[Name]
Date:
 
_________________

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Filed: March 27th, 2025