EXHIBIT 10.47
OMEGA PROTEIN CORPORATION
INDEMNIFICATION AGREEMENT
This Indemnification Agreement ("Agreement") is made effective as of April
__, 1998 by and between OMEGA PROTEIN CORPORATION, a Nevada corporation (the
"Company"), and _________________ ("Indemnitee").
WHEREAS, the Company desires to attract and retain the services of highly
qualified individuals, such as Indemnitee, to serve the Company and its related
entities;
WHEREAS, the Company and Indemnitee recognize the substantial increase in
the risks presenteed by corporate litigation involving directors, officers,
employees, agents and fiduciaries; and
WHEREAS, in view of these considerationse, the Company desires that
Indemnitee shall be indemnified by the Company as set forth herein.
NOW, THEREFORE, the Company and Indemnitee hereby agree as set forth below.
1. CERTAIN DEFINITIONS.
a. "CHANGE IN CONTROL" shall mean, and shall be deemed to have occurred
if, on or after the date of this Agreement, (i) any "person" (as such
term is used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended), other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Company
acting in such capacity or a corporation owned directly or indirectly
by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company, becomes the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly
or indirectly, of securities of the Company representing more than 20%
of the total voting power represented by the Company's then
outstanding Voting Securities, (ii) during any period of two
consecutive years, individuals who at the beginning of such period
constitute the Board of Directors of the Company and any new director
whose election by the Board of Directors or nomination for election by
the Company's stockholders was approved by a vote of at least two
thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any
reason to constitute a majority thereof, or (iii) the stockholders of
the Company approve a merger or consolidation of the Company with any
other corporation other than a merger or consolidation which would
result in the Voting Securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding
or by being converted into Voting Securities of the surviving entity)
at least 80% of the total voting power represented by the Voting
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Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the stockholders of
the Company approve a plan of complete liquidation of the Company or
an agreement for the sale or disposition by the Company of (in one
transaction or a series of related transactions) all or substantially
all of the Company's assets.
b. "CLAIM" shall mean any threatened, pending or completed action, suit,
proceeding or alternative dispute resolution mechanism, or any
hearing, inquiry or investigation that Indemnitee in good faith
believes might lead to the institution of any such action, suit,
proceeding or alternative dispute resolution mechanism, whether civil,
criminal, administrative, investigative or other.
c. References to the "COMPANY" shall include, in addition to OMEGA
PROTEIN CORPORATION, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger to
which OMEGA PROTEIN CORPORATION (or any of its wholly owned
subsidiaries) has been or becomes a party which, if its separate
existence had continued, would have had power and authority to
indemnify its directors, officers, employees, agents or fiduciaries,
so that if Indemnitee is or was a director, officer, employee, agent
or fiduciary of such constituent corporation, or is or was serving at
the request of such constituent corporation as a director, officer,
employee, agent or fiduciary of another corporation, partnership,
joint venture, employee benefit plan, trust or other enterprise,
Indemnitee shall stand in the same position under the provisions of
this Agreement with respect to the resulting or surviving corporation
as Indemnitee would have with respect to such constituent corporation
if its separate existence had continued.
d. "EXPENSES" shall mean any and all expenses (including attorneys' fees
and all other costs, expenses and obligations incurred in connection
with investigating, defending, being a witness in or participating in
(including on appeal), or preparing to defend, to be a witness in or
to participate in, any action, suit, proceeding, alternative dispute
resolution mechanism, hearing, inquiry or investigation), judgments,
fines, penalties and amounts paid in settlement (if such settlement is
approved in advance by the Company, which approval shall not be
unreasonably withheld) of any Claim regarding any Indemnifiable Event
and any federal, state, local or foreign taxes imposed on the
Indemnitee as a result of the actual or deemed receipt of any payments
under this Agreement.
e. "EXPENSE ADVANCE" shall mean an advance payment of Expenses to
Indemnitee pursuant to Section 3(a).
f. "INDEMNIFIABLE EVENT" shall mean any event or occurrence related to
the fact that Indemnitee is or was a director, officer, employee,
agent or fiduciary of the Company, or any subsidiary of the Company,
or any predecessor of the Company
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or subsidiary, or is or was serving at the request of the Company or a
predecessor of the Company as a director, officer, employee, agent or
fiduciary of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action or inaction on the part
of Indemnitee while serving in such capacity.
g. "INDEPENDENT LEGAL COUNSEL" shall mean an attorney or firm of
attorneys, selected in accordance with the provisions of Section 2(c)
hereof, who shall not have otherwise performed services for the
Company or Indemnitee within the last three years (other than with
respect to matters concerning the rights of Indemnitee under this
Agreement, or of other indemnitees under similar indemnity
agreements).
h. References to "OTHER ENTERPRISES" shall include employee benefit
plans; references to "fines" shall include any excise taxes assessed
on Indemnitee with respect to an employee benefit plan; and references
to "serving at the request of the Company" shall include any service
as a director, officer, employee, agent or fiduciary of the Company
which imposes duties on, or involves services by, such director,
officer, employee, agent or fiduciary with respect to an employee
benefit plan, its participants or its beneficiaries.
i. "REVIEWING PARTY" shall mean (i) the Company's Board of Directors by
majority vote of a quorum consisting of directors who were not parties
to the particular Claim for which Indemnitee is seeking
indemnification, (ii) or, if so ordered by the Company's Board of
Directors by majority vote of aquorum consisting of directors who were
not parties to the particular Claim for which Indemnitee is seeking
indemnification, Independent Legal Counsel in a written opinion, or
(iii) if a quorum consisting of directors who were not parties to the
particular Claim for which Indemnitee is seeking indemnification
cannot be found, then Independent Legal Counsel in a written opinion.
j. "VOTING SECURITIES" shall mean any securities of the Company that vote
generally in the election of directors.
2. INDEMNIFICATION.
a. INDEMNIFICATION OF EXPENSES. The Company shall indemnify Indemnitee to
the fullest extent permitted by law if Indemnitee was or is or becomes
a party to or witness or other participant in, or is threatened to be
made a party to or witness or other participant in, any Claim by
reason of (or arising in part out of) any Indemnifiable Event against
Expenses, including all interest, assessments and other charges paid
or payable in connection with or in respect of such Expenses. Such
payment of Expenses shall be made by the Company as soon as
practicable but in any event no later than thirty (30) business days
after written demand by
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Indemnitee therefor is presented to the Company (or, if demand is made
pursuant to Section 3(a) hereof, then no later than the date set forth
in such section).
b. REVIEWING PARTY. Notwithstanding the foregoing, (i) the obligations of
the Company under Section 2(a) shall be subject to the condition that,
unless ordered by a court or advanced pursuant to Section 3(a) hereof,
the Reviewing Party shall have determined that indemnification is
proper in the circumstances, and (ii) the obligation of the Company to
make an Expense Advance shall be conditioned upon receipt by the
Company of an undertaking by or on behalf of Indemnitee to repay the
amount advanced if it is ultimately determined by a court of competent
jurisdiction (in a final judicial determination as to which all rights
of appeal have been exhausted or lapsed) that Indemnitee is not
entitled to be indemnified by the Company. Indemnitee's obligation to
reimburse the Company for any Expense Advance shall be unsecured and
no interest shall be charged thereon. If there has not been a Change
in Control, the Reviewing Party shall be determined by the Board of
Directors as set forth in Section 1(i) above, and if there has been
such a Change in Control (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), the
Reviewing Party shall be the Independent Legal Counsel. 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 seeking an initial determination
by the court or challenging any such determination by the Reviewing
Party or any aspect thereof, including the legal or factual bases
therefor, and the Company hereby consents to service of process and to
appear in any such proceeding. Absent such litigation, any
determination by the Reviewing Party shall be conclusive and binding
on the Company and Indemnitee.
c. INDEPENDENT LEGAL COUNSEL. With respect to all matters arising
concerning the rights of Indemnitee to payments of Expenses and
Expense Advances under this Agreement or any other agreement or under
the Company's articles of incorporation or bylaws as now or hereafter
in effect, Independent Legal Counsel, if called for under this
Agreement, shall be selected by Indemnitee and approved by the Company
(which approval shall not be unreasonably withheld). Such counsel,
among other things, shall render its written opinion to the Company
and Indemnitee as to whether and to what extent Indemnitee would be
permitted to be indemnified under applicable law and the Company
agrees to abide by such opinion. The Company agrees to pay the
reasonable fees of the Independent Legal 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. Notwithstanding any other provision of this Agreement, the
Company shall not be required to pay Expenses of more than one
Independent Legal Counsel in connection with all
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matters concerning a single Indemnitee, and such Independent Legal
Counsel shall be the Independent Legal Counsel for any or all other
Indemnitees unless (i) the Company otherwise determines or (ii) any
Indemnitee shall provide a written statement setting forth in detail a
reasonable objection to such Independent Legal Counsel representing
other Indemnitees.
d. CHANGE 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, if
desired by Indemnitee, Indemnitee shall have the right to choose
Independent Legal Counsel as provided for in Section 2(c) above.
e. MANDATORY PAYMENT OF EXPENSES. Notwithstanding any other provision of
this Agreement other than Section 9 hereof, to the extent that
Indemnitee has been successful on the merits or otherwise, including,
without limitation, the dismissal of an action without prejudice, in
defense of any Claim regarding any Indemnifiable Event, Indemnitee
shall be indemnified against all Expenses incurred by Indemnitee in
connection therewith.
3. EXPENSES; INDEMNIFICATION PROCEDURE.
a. ADVANCEMENT OF EXPENSES. The Company shall advance all Expenses
incurred by Indemnitee. The advances to be made hereunder shall be
paid by the Company to Indemnitee as soon as practicable but in any
event no later than twenty (20) business days after written demand by
Indemnitee therefor to the Company.
b. NOTICE/COOPERATION BY INDEMNITEE. Indemnitee shall, as a condition
precedent to Indemnitee's right to be indemnified under this
Agreement, give the Company notice in writing as soon as practicable
of any Claim made against Indemnitee for which indemnification will or
could be sought under this Agreement. Notice to the Company shall be
directed to the Chief Executive Officer of the Company at the address
or facsimile number shown on the signature page of this Agreement (or
such other address or facsimile number as the Company shall designate
in writing to Indemnitee). In addition, Indemnitee shall give the
Company such information 2and cooperation as it may reasonably require
and as shall be within Indemnitee's power.
c. NO PRESUMPTIONS; BURDEN OF PROOF. For purposes of this Agreement, the
termination of any Claim by judgment, order, settlement (whether with
or without court approval) or conviction, or upon a plea of nolo
contendere, or its equivalent, shall not, of itself, 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. In addition,
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neither the failure of the Reviewing Party to have made a
determination as to whether Indemnitee has met any particular standard
of conduct or had any particular belief, nor an actual determination
by the Reviewing Party that Indemnitee has not met such standard of
conduct or did not have such belief, prior to the commencement of
legal proceedings by Indemnitee to secure a judicial determination
that Indemnitee should be indemnified under applicable law, shall be a
defense to Indemnitee's claim or create a presumption that Indemnitee
has not met any particular standard of conduct or did not have any
particular belief. In connection with any determination by the
Reviewing Party or otherwise as to whether the Indemnitee is entitled
to be indemnified hereunder, the burden of proof shall be on the
Company to establish that Indemnitee is not so entitled.
d. NOTICE TO INSURERS. If, at the time of the receipt by the Company of a
notice of a Claim pursuant to Section 3(b) hereof, the Company has
liability insurance in effect which may cover such Claim, the Company
shall give prompt notice of the commencement of such Claim to the
insurers in accordance with the procedures set forth in the respective
policies. The Company shall thereafter take all necessary or desirable
action to cause such insurers to pay, on behalf of the Indemnitee, all
amounts payable as a result of such Claim in accordance with the terms
of such policies.
e. SELECTION OF COUNSEL. In the event the Company shall be obligated
hereunder to pay the Expenses of any Claim the Company, if
appropriate, shall be entitled to assume the defense of such Claim
with counsel approved by Indemnitee (not to be unreasonably withheld)
upon the delivery to Indemnitee of written notice of the Company's
election so to do. After delivery of such notice, approval of such
counsel by Indemnitee and the retention of such counsel by the
Company, the Company will not be liable to Indemnitee under this
Agreement for any fees of counsel subsequently incurred by Indemnitee
with respect to the same Claim; provided that, (i) Indemnitee shall
have the right to employ Indemnitee's separate counsel in any such
Claim at Indemnitee's expense and (ii) if (A) the employment of
separate counsel by Indemnitee has been previously authorized by the
Company, (B) Indemnitee shall have reasonably concluded that there may
be a conflict of interest between the Company and Indemnitee in the
conduct of any such defense, or (C) the Company shall not continue to
retain such counsel to defend such Claim, then the fees and expenses
of Indemnitee's separate counsel shall be at the expense of the
Company.
4. ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY.
a. SCOPE. The Company hereby agrees to indemnify the Indemnitee to the
fullest extent permitted by law, notwithstanding that such
indemnification is not specifically authorized by the other provisions
of this Agreement, the Company's articles of incorporation or bylaws
(as now or hereafter in effect), or by statute.
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In the event of any change after the date of this Agreement in any
applicable law, statute or rule which expands the right of a Nevada
corporation to indemnify a member of its board of directors or an
officer, employee, agent or fiduciary, it is the intent of the parties
hereto that Indemnitee shall enjoy by this Agreement the greater
benefits afforded by such change. In the event of any change in any
applicable law, statute or rule which narrows the right of a Nevada
corporation to indemnify a member of its board of directors or an
officer, employee, agent or fiduciary, such change, to the extent not
otherwise required by such law, statute or rule to be applied to this
Agreement, shall have no effect on this Agreement or the parties'
rights and obligations hereunder except as set forth in Section 9(a)
hereof.
b. NONEXCLUSIVITY. The indemnification provided by this Agreement shall
be in addition to any rights to which Indemnitee may be entitled under
the Company's articles of incorporation or its bylaws (as now or
hereafter in effect), any other agreement, any vote of stockholders or
disinterested directors, the Nevada General Corporation Law, or
otherwise. The indemnification provided under this Agreement shall
continue as to Indemnitee for any action taken or not taken while
serving in an indemnified capacity even though Indemnitee may have
ceased to serve in such capacity.
5. 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
(under any insurance policy, provision of the Company's articles of
incorporation, bylaws (as now or hereafter in effect) or otherwise) of the
amounts otherwise indemnifiable hereunder.
6. PARTIAL INDEMNIFICATION. If Indemnitee is entitled under any provision of
this Agreement to indemnification by the Company for some or a portion of
Expenses incurred in connection with any Claim, but not, however, for all
of the total amount thereof, the Company shall nevertheless indemnify
Indemnitee for the portion of such Expenses to which Indemnitee is
entitled.
7. MUTUAL ACKNOWLEDGMENT. Both the Company and Indemnitee acknowledge that in
certain instances, federal law or applicable public policy may prohibit the
Company from indemnifying its directors, officers, employees, agents or
fiduciaries under this Agreement or otherwise. Indemnitee understands and
acknowledges that the Company has undertaken or may be required in the
future to undertake with the Securities and Exchange Commission to submit
the question of indemnification to a court in certain circumstances for a
determination of the Company's right under public policy to indemnify
Indemnitee.
8. LIABILITY INSURANCE. To the extent the Company maintains liability
insurance applicable to directors, officers, employees, agents or
fiduciaries, Indemnitee shall be covered by such policies in such a manner
as to provide Indemnitee the same rights and benefits as
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are provided to the most favorably insured of the Company's directors, if
Indemnitee is a director; or of the Company's officers, if Indemnitee is
not a director of the Company but is an officer; or of the Company's key
employees, agents or fiduciaries, if Indemnitee is not an officer or
director but is a key employee, agent or fiduciary.
9. EXCEPTIONS. Notwithstanding any other provision of this Agreement, the
Company shall not be obligated pursuant to the terms of this Agreement:
a. EXCLUDED ACTION OR OMISSIONS. To indemnify Indemnitee for acts,
omissions or transactions from which Indemnitee may not be relieved of
liability under applicable law.
b. CLAIMS INITIATED BY INDEMNITEE. To indemnify or advance expenses to
Indemnitee with respect to Claims initiated or brought voluntarily by
Indemnitee and not by way of defense, except (i) with respect to
actions or proceedings brought to establish or enforce a right to
indemnification under this Agreement or any other agreement or
insurance policy or under the Company's articles of incorporation or
bylaws now or hereafter in effect relating to Claims for Indemnifiable
Events, (ii) in specific cases if the Board of Directors has approved
the initiation or bringing of such Claim, or (iii) as otherwise
required under the Nevada General Corporation Law, regardless of
whether Indemnitee ultimately is determined to be entitled to such
indemnification, advance expense payment or insurance recovery, as the
case may be.
c. LACK OF GOOD FAITH. To indemnify Indemnitee for any expenses incurred
by the Indemnitee with respect to any proceeding instituted by
Indemnitee to enforce or interpret this Agreement, if a court of
competent jurisdiction determines that each of the material assertions
made by the Indemnitee in such proceeding was not made in good faith
or was frivolous.
d. CLAIMS UNDER SECTION 16(B). To indemnify Indemnitee for expenses and
the payment of profits arising from the purchase and sale by
Indemnitee of securities in violation of Section 16(b) of the
Securities Exchange Act of 1934, as amended, or any similar successor
statute.
10. PERIOD OF LIMITATIONS. No legal action shall be brought and no cause of
action shall be asserted by or in the right of the Company against
Indemnitee, Indemnitee's estate, spouse, heirs, executors or personal or
legal representatives after the expiration of two years from the date of
accrual of such cause of action, and any claim or cause of action of the
Company shall be extinguished and deemed released unless asserted by the
timely filing of a legal action within such two-year period; provided,
however, that if any shorter period of limitations is otherwise applicable
to any such cause of action, such shorter period shall govern.
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11. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall constitute an original and all of which taken together
shall constitute one instrument.
12. BINDING EFFECT; SUCCESSORS AND ASSIGNS. 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 or assets of the Company), spouses, heirs
and personal and legal representatives. The Company shall require and cause
any successor (whether direct or indirect, and whether by purchase, merger,
consolidation or otherwise) to all, substantially all, or a substantial
part, of the business 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, employee, agent or
fiduciary (as applicable) of the Company or of any other enterprise at the
Company's request.
13. ATTORNEYS' FEES. In the event that any action is instituted by Indemnitee
under this Agreement or under any liability insurance policies maintained
by the Company to enforce or interpret any of the terms hereof or thereof,
Indemnitee shall be entitled to be paid all Expenses incurred by Indemnitee
with respect to such action, regardless of whether Indemnitee is ultimately
successful in such action, and shall be entitled to the advancement of
Expenses with respect to such action, unless as a part of such action a
court of competent jurisdiction over such action determines that each of
the material assertions made by Indemnitee as a basis for such action were
not made in good faith or were frivolous. In the event of an action
instituted by or in the name of the Company under this Agreement to enforce
or interpret any of the terms of this Agreement, Indemnitee shall be
entitled to be paid all Expenses incurred by Indemnitee in defense of such
action (including costs and expenses incurred with respect to Indemnitee's
counterclaims and cross-claims made in such action), and shall be entitled
to the advancement of Expenses with respect to such action, unless as a
part of such action a court having jurisdiction over such action determines
that each of Indemnitee's material defenses to such action were made in bad
faith or were frivolous.
14. NOTICE. All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed duly given (i) if
delivered by hand and signed for by the party addressed, on the date of
such delivery, (ii) if sent by facsimile with written evidence of
successful transmission, on the date of such transmission, or (iii) if
mailed by domestic certified or registered mail with postage prepaid, on
the third business day after the date postmarked. Addresses for notice to
either party are as shown on the signature page of this Agreement, or as
subsequently modified by written notice.
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15. CONSENT TO JURISDICTION. The Company and Indemnitee each hereby irrevocably
consent to the jurisdiction of the courts of the State of Nevada for all
purposes in connection with any action or proceeding which arises out of or
relates to this Agreement and agree that any action instituted under this
Agreement shall be commenced, prosecuted and continued only in the state
courts of the State of Nevada.
16. SEVERABILITY. The provisions of this Agreement shall be severable in the
event that any of the provisions hereof (including any provision within a
single section, paragraph or sentence) are held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable, and 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 limitations, 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, illegal or unenforceable.
17. CHOICE OF LAW. This Agreement shall be governed by and its provisions
construed and enforced in accordance with the laws of the State of Nevada
as applied to contracts between Nevada residents entered into and to be
performed entirely within the State of Nevada, without regard to conflict
of laws provisions which would otherwise require application of the
substantive law of another jurisdiction.
18. AMENDMENT AND TERMINATION. No amendment, modification, termination or
cancellation of this Agreement shall be effective unless it is in writing
signed by both the parties hereto. No waiver of any of the provisions of
this Agreement shall be deemed to be or shall constitute a waiver of any
other provisions hereof (whether or not similar), nor shall such waiver
constitute a continuing waiver.
19. INTEGRATION AND ENTIRE AGREEMENT. This Agreement together with the articles
of incorporation and by-lasws sets forth the entire understanding between
the parties hereto and supersedes and merges all previous written and oral
negotiations, commitments, understandings and agreements relating to the
subject matter hereof between the parties hereto.
20. NO CONSTRUCTION AS EMPLOYMENT AGREEMENT. Nothing contained in this
Agreement shall be construed as giving Indemnitee any right to be retained
in the employ of the Company or any of its subsidiaries or affiliated
entities.
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IN WITNESS WHEREOF, the parties hereto have executed this Indemnification
Agreement as of the date first above written.
OMEGA PROTEIN CORPORATION
By:
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Name:
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Title:
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Address: ▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
AGREED TO AND ACCEPTED
INDEMNITEE:
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(signature)
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(name of Indemnitee)
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(address)
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