ANCESTRY.COM INC. INDEMNIFICATION AGREEMENT
Exhibit 10.19
▇▇▇▇▇▇▇▇.▇▇▇ INC.
This Agreement (this “Agreement”) is entered into as of this ___day of 2009
by and between ▇▇▇▇▇▇▇▇.▇▇▇ Inc., a Delaware corporation (the “Company”), and
(“Indemnitee”).
I. RECITALS
WHEREAS, the Board of Directors has determined that an inability to attract and retain
qualified persons as directors and officers is detrimental to the best interests of the Company’s
stockholders and that the Company should act to assure such persons that there shall be adequate
certainty of protection through insurance and indemnification against risks of claims and actions
against them arising out of their service to and activities on behalf of the Company;
WHEREAS, the Company has adopted provisions in its Certificate of Incorporation providing for
indemnification and advancement of expenses of its directors and officers to the fullest extent
authorized by the General Corporation Law of the State of Delaware, and the Company wishes to
clarify and enhance the rights and obligations of the Company and Indemnitee with respect to
indemnification and advancement of expenses;
WHEREAS, in order to induce and encourage highly experienced and capable persons such as
Indemnitee to serve and continue to serve as directors and officers of the Company and in any other
capacity with respect to the Company, and to otherwise promote the desirable end that such persons
shall resist what they consider unjustified lawsuits and claims made against them in connection
with the good faith performance of their duties to the Company, with the knowledge that certain
costs, judgments, penalties, fines, liabilities and expenses incurred by them in their defense of
such litigation are to be borne by the Company and they shall receive the maximum protection
against such risks and liabilities as may be afforded by applicable law, the Board of Directors of
the Company has determined that the following Agreement is reasonable and prudent to promote and
ensure the best interests of the Company and its stockholders; and
WHEREAS, the Company desires to have Indemnitee continue to serve as a director or officer of
the Company and in such other capacity with respect to the Company as the Company may request, as
the case may be, free from undue concern for unpredictable, inappropriate or unreasonable legal
risks and personal liabilities by reason of Indemnitee acting in good faith in the performance of
Indemnitee’s duty to the Company; and Indemnitee desires to continue so to serve the Company,
provided, and on the express condition, that he or she is furnished with the indemnity set forth
hereinafter.
II. AGREEMENT
NOW, THEREFORE, in consideration of Indemnitee’s continued service as a director or officer of
the Company, the parties hereto agree as follows:
1. Service by Indemnitee. Indemnitee shall serve or continue to serve as a director
or officer of the Company faithfully and to the best of Indemnitee’s ability so long as Indemnitee
is duly elected or appointed and until such time as Indemnitee is removed as permitted by
applicable law or tenders a resignation in writing.
2. Indemnification and Advancement of Expenses. The Company shall indemnify and hold
harmless Indemnitee, and shall pay to Indemnitee in advance of the final disposition of any
Proceeding all Expenses incurred by Indemnitee in defending any such Proceeding, to the fullest
extent authorized by the General Corporation Law of the State of Delaware, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Company to provide broader rights than said law permitted the Company to
provide prior to such amendment). Without diminishing the scope of the rights provided by this
Section, the rights of Indemnitee to indemnification and advancement of Expenses provided hereunder
shall include but shall not be limited to those rights hereinafter set forth, except that no
indemnification or advancement of Expenses shall be paid to Indemnitee:
(a) to the extent expressly prohibited by applicable law or the Certificate of Incorporation
of the Company;
(b) for which payment is actually made to Indemnitee under a valid and collectible insurance
policy or under a valid and enforceable indemnity clause, provision of the certificate of
incorporation or by-laws, or agreement of the Company or any other company or other enterprise
where Indemnitee is or was serving at the request of the Company, except in respect of any
indemnity exceeding the payment under such insurance, indemnity clause, provision of the
certificate of incorporation or bylaws, or agreement; or
(c) in connection with an action, suit or proceeding, or part thereof (including claims and
counterclaims) initiated by Indemnitee, except a judicial proceeding or arbitration pursuant to
Section 10 of this Agreement to enforce rights under this Agreement, unless the action, suit or
proceeding (or part thereof) was authorized or ratified by the Board of Directors of the Company.
3. Action or Proceedings Other than an Action by or in the Right of the Company.
Except as limited by Section 2 above, Indemnitee shall be entitled to the indemnification rights
provided in this Section if Indemnitee was or is a party or threatened to be made a party to, or
was or is otherwise involved in, any Proceeding (other than an action by or in the name of the
Company) by reason of the fact that Indemnitee is or was a director or officer of the Company or
while a director or officer of the Company is or was serving at the request of the Company as a
director or officer of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan, or by reason of anything
done or not done by Indemnitee, whether the basis of such Proceeding is alleged action in an
official capacity as a director or officer or in any other capacity while serving as a director or
officer. Pursuant to this Section, Indemnitee shall be indemnified against all expense, liability
and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid in settlement
by or on behalf of Indemnitee, and Expenses) actually and reasonably incurred or suffered by
Indemnitee in connection with such Proceeding, if Indemnitee met any applicable standard of conduct
set forth in the General Corporation Law of the State of Delaware.
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4. Indemnity in Proceedings by or in the Name of the Company. Except as limited by
Section 2 above, Indemnitee shall be entitled to the indemnification rights provided in this
Section if Indemnitee was or is a party or is threatened to be made a party to, or was or is
otherwise involved in, any Proceeding brought by or in the name of the Company to procure a
judgment in its favor by reason of the fact that Indemnitee is or was a director or officer of the
Company or while a director or officer of the Company is or was serving at the request of the
Company as a director or officer of another corporation or of a partnership, joint venture, trust
or other enterprise, including service with respect to an employee benefit plan, or by reason of
anything done or not done by Indemnitee, whether the basis of such Proceeding is alleged action in
an official capacity as a director or officer or in any other capacity while serving as a director
or officer. Pursuant to this Section, Indemnitee shall be indemnified against all expense,
liability and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid in
settlement by or on behalf of Indemnitee, and Expenses) actually and reasonably incurred or
suffered by Indemnitee in connection with such Proceeding if Indemnitee met the applicable standard
of conduct set forth in the General Corporation Law of the State of Delaware; provided, however,
that no such indemnification shall be made in respect of any claim, issue, or matter as to which
Delaware law expressly prohibits such indemnification by reason of any adjudication of liability of
Indemnitee to the Company, unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such Proceeding was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee
is entitled to indemnification for such expense, liability and loss as such court shall deem
proper.
5. Indemnification for Costs, Charges and Expenses of Successful Party.
Notwithstanding any limitations of Sections 3 and 4 above, to the extent that Indemnitee has been
successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, or in
defense of any claim, issue or matter therein, including, without limitation, the dismissal of any
action without prejudice, or if it is ultimately determined, after all appeals by a court of
competent jurisdiction, that Indemnitee is otherwise entitled to be indemnified against Expenses,
Indemnitee shall be indemnified against all Expenses reasonably incurred or suffered by Indemnitee
in connection therewith.
6. Partial Indemnification. If Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of the expense, liability and
loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid in settlement by or
on behalf of Indemnitee, and Expenses) actually and reasonably incurred or suffered in connection
with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to
Section 10 to enforce rights under this Agreement, but not, however, for all of the total amount
thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expense,
liability and loss actually and reasonably incurred or suffered to which Indemnitee is entitled.
7. Indemnification for Expenses of a Witness. Notwithstanding any other provision of
this Agreement, to the maximum extent permitted by the General Corporation Law of the State of
Delaware, Indemnitee shall be entitled to indemnification against all Expenses actually and
reasonably incurred or suffered by Indemnitee or on Indemnitee’s behalf if Indemnitee appears as a
witness or otherwise incurs legal expenses as a result of or related to Indemnitee’s
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service as a director or officer of the Company, in any threatened, pending or completed
action, suit or proceeding, whether of a civil, criminal, administrative, investigative,
legislative or other nature, to which Indemnitee neither is, nor is threatened to be made, a party.
8. Determination of Entitlement to Indemnification. To receive indemnification under
this Agreement, Indemnitee shall submit a written request to the General Counsel or Chairperson of
the Audit Committee of the Company. Such request shall include documentation or information which
is necessary for such determination and which is reasonably available to Indemnitee. Upon written
request by Indemnitee for indemnification pursuant to Sections 3, 4, 5, 6 or 7 the entitlement of
Indemnitee to indemnification, to the extent not provided pursuant to the terms of this Agreement,
shall be determined by the following person or persons who shall be empowered to make such
determination: (a) the Board of Directors of the Company by a majority vote of Disinterested
Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested
Directors designated by a majority vote of such directors, whether or not such majority constitutes
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 of Directors, a copy of which shall be
delivered to Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in
Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy
of which shall be delivered to Indemnitee. Such Independent Counsel shall be selected by the Board
of Directors and approved by Indemnitee, except that in the event that a Change in Control has
occurred, Independent Counsel shall be selected by Indemnitee. Upon failure of the Board of
Directors so to select such Independent Counsel or upon failure of Indemnitee so to approve (or so
select, in the event a Change in Control has occurred), such Independent Counsel shall be selected
upon application to a court of competent jurisdiction. The determination of entitlement to
indemnification shall be made, and such indemnification shall be paid in full by the Company, not
later than 60 calendar days after receipt by the Company of a written request for indemnification.
Any amounts incurred by Indemnitee in connection with a request for indemnification or payment of
Expenses hereunder, under any other agreement, any provision of the Company’s Bylaws or any
directors’ and officers’ liability insurance, shall be borne by the Company. The Company hereby
indemnifies Indemnitee for any such amounts and agrees to hold Indemnitee harmless therefrom
irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification.
If the person making such determination shall determine that Indemnitee is entitled to
indemnification as to part (but not all) of the application for indemnification, such person shall
reasonably prorate such partial indemnification among the claims, issues or matters at issue at the
time of the determination.
9. Presumptions and Effect of Certain Proceedings. The Secretary of the Company
shall, promptly upon receipt of Indemnitee’s written request for indemnification, advise in writing
the Board of Directors or such other person or persons empowered to make the determination as
provided in Section 8 that Indemnitee has made such request for indemnification. Upon making such
request for indemnification, Indemnitee shall be presumed to be entitled to indemnification
hereunder and the Company shall have the burden of proof in making any determination contrary to
such presumption. If the person or persons so empowered to make such determination shall have
failed to make the requested determination with respect to indemnification within 60 calendar days
after receipt by the Company of such request, a requisite determination of entitlement to
indemnification shall be deemed to have been made and
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Indemnitee shall be absolutely entitled to such indemnification, absent actual and material
fraud in the request for indemnification. The termination of any Proceeding described in Sections
3 or 4 by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself: (a) create a presumption that Indemnitee has not met the
applicable standard of conduct set forth in the General Corporation Law of the State of Delaware;
or (b) otherwise adversely affect the rights of Indemnitee to indemnification except as may be
provided herein.
10. Remedies of Indemnitee in Cases of Determination Not to Indemnify or to Advance
Expenses; Right to Bring Suit. In the event that a determination is made that Indemnitee is
not entitled to indemnification hereunder or if payment has not been timely made following a
determination of entitlement to indemnification pursuant to Sections 8 and 9, or if Expenses have
not been timely paid pursuant to Section 15, Indemnitee may at any time thereafter bring suit
against the Company in a court of competent jurisdiction in the State of Delaware of entitlement to
such indemnification or advancement of Expenses. Alternatively, Indemnitee at Indemnitee’s option
may seek an award in an arbitration to be conducted by a single arbitrator pursuant to the rules of
the American Arbitration Association, such award to be made within 60 calendar days following the
filing of the demand for arbitration. The Company shall not oppose Indemnitee’s right to seek any
such adjudication or award in arbitration or any other claim. In (a) any suit or arbitration
brought by Indemnitee to enforce a right to indemnification hereunder (but not in a suit or
arbitration brought by Indemnitee to enforce a right to an advancement of Expenses) it shall be a
defense that, and (b) any suit brought by the Company to recover an advancement of Expenses
pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses in
the event of a final judicial decision from which there is no further right to appeal that,
Indemnitee has not met the applicable standard for indemnification set forth in the General
Corporation Law of the State of Delaware. Neither the failure of the Company (including the
Disinterested Directors, a committee of Disinterested Directors, Independent Counsel, or its
stockholders) to have made a determination prior to the commencement of such suit that
indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the
applicable standard of conduct set forth in the General Corporation Law of the State of Delaware,
nor an actual determination by the Company (including the Disinterested Directors, a committee of
Disinterested Directors, Independent Counsel, or its stockholders) that Indemnitee has not met such
applicable standard of conduct shall create a presumption that Indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by Indemnitee, be a defense
to such suit. In any suit brought by Indemnitee to enforce a right to indemnification or to an
advancement of Expenses hereunder, or brought by the Corporation to recover an advancement of
Expenses pursuant to the terms of an undertaking, the burden of proving that Indemnitee is not
entitled to by indemnified, or to such advancement of Expenses, under this Section 10 or otherwise,
shall be on the Company. If a determination is made or deemed to have been made pursuant to the
terms of Section 8 or 9 that Indemnitee is entitled to indemnification, the Company shall be bound
by such determination and is precluded from asserting that such determination has not been made or
that the procedure by which such determination was made is not valid, binding and enforceable. The
Company further agrees to stipulate in any court or before any arbitrator pursuant to this Section
10 that the Company is bound by all the provisions of this Agreement and is precluded from making
any assertions to the contrary. If the court or arbitrator shall determine that Indemnitee is
entitled to any indemnification or payment of Expenses hereunder, the Company shall pay all
Expenses
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actually and reasonably incurred by Indemnitee in connection with such adjudication or award
in arbitration (including, but not limited to, any appellate proceedings), and in any suit brought
by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the
Company shall pay all Expenses actually and reasonably incurred by Indemnitee in connection with
such suit to the extent Indemnitee has been successful, on the merits or otherwise, in whole or in
part, in defense of such suit.
11. Non-Exclusivity of Rights. The rights to indemnification and to the advancement
of Expenses provided by this Agreement shall not be deemed exclusive of any other right that the
Indemnitee may now or hereafter acquire under any law, agreement, vote of stockholders or
Disinterested Directors, provisions of the Certificate of Incorporation or By-laws or otherwise.
12. Expenses to Enforce Agreement. In the event that Indemnitee is subject to or
intervenes in any action, suit or proceeding in which the validity or enforceability of this
Agreement is at issue or seeks an adjudication or award in arbitration to enforce Indemnitee’s
rights under, or to recover damages for breach of, this Agreement, Indemnitee, if Indemnitee
prevails in whole or in part in such action, suit or proceeding, shall be entitled to recover from
the Company and shall be indemnified by the Company against any Expenses actually and reasonably
incurred by Indemnitee.
13. Continuation of Indemnity. All agreements and obligations of the Company
contained herein shall continue during the period Indemnitee is a director or officer of the
Company or is serving at the request of the Company as a director or officer of another corporation
or of a partnership, joint venture, trust or other enterprise, including service with respect to an
employee benefit plan, and shall continue thereafter with respect to any possible claims based on
the fact that Indemnitee was a director or officer of the Company or was serving at the request of
the Company as a director or officer of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to an employee benefit plan. This
Agreement shall be binding upon all successors and assigns of the Company (including any transferee
of all or substantially all of its assets and any successor by merger or operation of law) and
shall inure to the benefit of Indemnitee’s heirs, executors and administrators.
14. Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice
of any Proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the
Company under this Agreement, notify the Company in writing of the commencement thereof; but the
omission so to notify the Company shall not relieve it from any liability that it may have to
Indemnitee. Notwithstanding any other provision of this Agreement, with respect to any such
Proceeding of which Indemnitee notifies the Company:
(a) The Company shall be entitled to participate therein at its own expense; and
(b) Except as otherwise provided in this Section 14(b), to the extent that it may wish, the
Company, jointly with any other indemnifying party similarly notified, shall be entitled to assume
the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Company to
Indemnitee of its election so to assume the defense thereof, the Company
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shall not be liable to Indemnitee under this Agreement for any expenses of counsel
subsequently incurred by Indemnitee in connection with the defense thereof except as otherwise
provided below. Indemnitee shall have the right to employ Indemnitee’s own 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 the expense of Indemnitee unless (i) the employment
of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably
concluded that there may be a conflict of interest between the Company and Indemnitee in the
conduct of the defense of such Proceeding or (iii) the Company shall not within 60 calendar days of
receipt of notice from Indemnitee in fact have employed counsel to assume the defense of the
Proceeding, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the
expense of the Company. 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 Indemnitee shall have made the conclusion
provided for in (ii) above; and
(c) The Company shall not be liable to indemnify Indemnitee under this Agreement for any
amounts paid in settlement of any Proceeding effected without the Company’s written consent, or for
any judicial or arbitral award if the Company was not given an opportunity, in accordance with this
Section 14, to participate in the defense of such Proceeding. The Company shall not settle any
Proceeding in any manner that would impose any penalty or limitation on or disclosure obligation
with respect to Indemnitee without Indemnitee’s written consent. Neither the Company nor
Indemnitee shall unreasonably withhold its consent to any proposed settlement.
15. Advancement of Expenses. All Expenses incurred by Indemnitee in advance of the
final disposition of any Proceeding shall be paid by the Company at the request of Indemnitee. To
receive payment of Expenses under this Agreement, Indemnitee shall submit a written request to the
Corporate Secretary of the Company. Such request shall reasonably evidence the Expenses incurred
by Indemnitee and shall include or be accompanied by an undertaking, by or on behalf of Indemnitee,
to repay all amounts so advanced if it shall ultimately be determined, by final judicial decision
from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified
for such Expenses by the Company as provided by this Agreement or otherwise. Indemnitee’s
undertaking is not required to be secured. Each such payment of Expenses shall be made within 20
calendar days after the receipt by the Company of such written request. Indemnitee’s entitlement
to such Expenses shall include those incurred in connection with any action, suit or proceeding by
Indemnitee seeking a judgment in court or an adjudication or award in arbitration pursuant to
Section 10 of this Agreement (including the enforcement of this provision) to the extent the court
or arbitrator shall determine that Indemnitee is entitled to payment of Expenses hereunder.
16. Insurance. The Company may maintain insurance against liability arising out of
this Agreement or otherwise.
17. Separability; Prior Indemnification Agreements. If any provision or provisions of
this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever (a)
the validity, legality and enforceability of the remaining provisions of this Agreement (including
without limitation, all portions of any paragraphs of this Agreement containing any such provision
held to be invalid, illegal or unenforceable, that are not by themselves invalid, illegal
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or unenforceable) shall not in any way be affected or impaired thereby, and (b) to the fullest
extent possible, the provisions of this Agreement (including, without limitation, all portions of
any paragraph of this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent of the parties that the Company provide protection to Indemnitee to
the fullest enforceable extent. This Agreement shall supersede and replace any prior
indemnification agreements entered into by and between the Company and Indemnitee and any such
prior agreements shall be terminated upon execution of this Agreement.
18. Headings; References; Pronouns. The headings of the sections of this Agreement
are inserted for convenience only and shall not be deemed to constitute part of this Agreement or
to affect the construction thereof. References herein to section numbers are to sections of this
Agreement. All pronouns and any variations thereof shall be deemed to refer to the masculine,
feminine, neuter, singular or plural as appropriate.
19. Definitions. For purposes of this Agreement:
(a) “Change in Control” means a change in control of the Company occurring after the
date of this Agreement of a nature that would be required to be reported in response to Item 5.01
of Current Report on Form 8-K (or in response to any similar item on any similar schedule or form)
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
whether or not the Company is then subject to such reporting requirement; provided, however, that,
without limitation, a Change in Control shall be deemed to have occurred if after the date of this
Agreement (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
who is not a controlling stockholder as of the date of this Agreement becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Company representing 30% or more of the combined voting power of the Company’s then outstanding
securities without the prior approval of at least two-thirds of the members of the Board of
Directors in office immediately prior to such person attaining such percentage, (ii) the Company is
a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as
a consequence of which members of the Board of Directors in office immediately prior to such
transaction or event constitute less than a majority of the Board of Directors thereafter or (iii)
during any period of two consecutive years, individuals who at the beginning of such period
constituted the Board of Directors (including for this purpose any new director whose election or
nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning of such period) cease for
any reason to constitute at least a majority of the Board of Directors.
(b) “Disinterested Director” means a director of the Company who is not or was not a
party to the Proceeding in respect of which indemnification is being sought by Indemnitee.
(c) “Expenses” includes, without limitation, expenses incurred in connection with the
defense or settlement of any and all investigations, judicial, administrative or legislative
proceedings and appeals, attorneys’ fees, witness fees and expenses, fees and expenses of
accountants and other advisors, retainers and disbursements and advances thereon, the premium,
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security for, and other costs relating to any bond (including cost bonds, appraisal bonds or
their equivalents), and any expenses of establishing a right to indemnification or advancement
under Sections 8, 10, 12 and 15 above but shall not include the amount of judgments, fines, ERISA
excise taxes or penalties actually levied against Indemnitee or any amounts paid in settlement by
or on behalf of Indemnitee.
(d) “Independent Counsel” means a law firm or a member of a law firm that neither is
presently nor in the past five years has been retained to represent: (i) the Company or Indemnitee
in any matter material to either such party, or (ii) any other party to the Proceeding giving rise
to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of professional conduct
then prevailing, would have a conflict of interest in representing either the Company or Indemnitee
in an action to determine Indemnitee’s right to indemnification under this Agreement.
(e) “Proceeding” means any action, suit, arbitration, alternative dispute mechanism,
inquiry, administrative or legislative hearing, investigation or any other actual, threatened or
completed proceeding, for which indemnification is not prohibited under Sections 2(a)-(d),
including any and all appeals, whether civil, criminal, administrative or investigative, to which
Indemnitee was or is made a party or is threatened to be made a party or is otherwise involved by
reason of the fact that Indemnitee is or was a director or officer of the Company or is or was
serving at the request of the Company as a director or officer of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with respect to an
employee benefit plan.
20. Other Provisions.
(a) This Agreement shall be interpreted and enforced in accordance with the laws of Delaware.
(b) This Agreement may be executed in one or more counterparts, each of which shall for all
purposes be deemed to be an original but all of which together shall constitute one and the same
Agreement. Only one such counterpart signed by the party against whom enforceability is sought
needs to be produced as evidence of the existence of this Agreement.
(c) This Agreement shall not be deemed an employment contract between the Company and any
Indemnitee who is an officer of the Company, and, if Indemnitee is an officer of the Company,
Indemnitee specifically acknowledges that Indemnitee may be discharged at any time for any reason,
with or without cause, and with or without severance compensation, except as may be otherwise
provided in a separate written contract between Indemnitee and the Company.
(d) 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.
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(e) This Agreement may not be amended, modified or supplemented in any manner, whether by
course of conduct or otherwise, except by an instrument in writing specifically designated as an
amendment hereto, signed on behalf of each party. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.
[Signatures follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and
year first above written.
| ▇▇▇▇▇▇▇▇.▇▇▇ INC. | ||||||
| By: | ||||||
| General Counsel and Corporate Secretary | ||||||
| INDEMNITEE | ||||||
| [Name] | ||||||
| [Title] | ||||||
[Signatures to Indemnification Agreement]