{"id":40775,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/director-indemnification-agreement-integrated-defense.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"director-indemnification-agreement-integrated-defense","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/director-indemnification-agreement-integrated-defense.html","title":{"rendered":"Director Indemnification Agreement &#8211; Integrated Defense Technologies Inc."},"content":{"rendered":"<pre>                                    [FORM OF]\n                       DIRECTOR INDEMNIFICATION AGREEMENT\n\n         This Agreement made and entered into, as of January __, 2002 (the\n\"AGREEMENT\"), by and between Integrated Defense Technologies, Inc., a Delaware\ncorporation (the \"COMPANY\", which term shall include, where appropriate, any\nEntity (as hereinafter defined) controlled directly or indirectly by the\nCompany), and _____________ (\"INDEMNITEE\").\n\n         WHEREAS, it is essential to the Company that it be able to retain and\nattract as directors the most capable persons available;\n\n         WHEREAS, the Company desires to provide Indemnitee with specific\ncontractual assurance of Indemnitee's rights to full indemnification against\nlitigation risks and expenses (regardless, among other things, of any amendment\nto or revocation of any such bylaws or any change in the ownership of the\nCompany or the composition of its Board of Directors); and\n\n         WHEREAS, Indemnitee is relying upon the rights afforded under this\nAgreement in continuing in Indemnitee's position as a director of the Company.\n\n         NOW, THEREFORE, in consideration of the promises and the covenants\ncontained herein, the Company and Indemnitee do hereby covenant and agree as\nfollows:\n\n1.       DEFINITIONS.\n\n         (a) \"CORPORATE STATUS\" describes the status of a person who is serving\nor has served (i) as a director of the Company, including as a member of any\ncommittee thereof, (ii) in any capacity with respect to any employee benefit\nplan of the Company, or (iii) as a director, partner, trustee, officer,\nemployee, or agent of any other Entity (as defined below) at the request of the\nCompany. For purposes of subsection (iii) of this Section 1(a), an officer or\ndirector of the Company who is serving or has served as a director, partner,\ntrustee, officer, employee or agent of a Subsidiary (as defined below) shall be\ndeemed to be serving at the request of the Company.\n\n         (b) \"ENTITY\" shall mean any corporation, partnership, limited liability\ncompany, joint venture, trust, foundation, association, organization or other\nlegal entity.\n\n         (c) \"EXPENSES\" shall mean all fees, costs and expenses incurred in\nconnection with any Proceeding (as defined below), including, without\nlimitation, reasonable attorneys' fees, disbursements and retainers (including,\nwithout limitation, any such fees, disbursements and retainers incurred by\nIndemnitee pursuant to Sections 8 and 10(c) of this Agreement), fees and\ndisbursements of expert witnesses, private investigators and professional\nadvisors (including, without limitation, accountants and investment bankers),\ncourt costs, transcript costs, fees of experts, travel expenses, duplicating,\nprinting and binding costs, telephone and fax transmission charges, postage,\ndelivery services, secretarial services and other disbursements and expenses.\n\n         (d) \"INDEMNIFIABLE EXPENSES,\" \"INDEMNIFIABLE LIABILITIES\" and\n\"INDEMNIFIABLE AMOUNTS\" shall have the meanings ascribed to those terms in\nSection 3(a) below.\n\n\n\n\n         (e) \"LIABILITIES\" shall mean judgments, damages, liabilities, losses,\npenalties, excise taxes, fines and amounts paid in settlement of any nature.\n\n         (f) \"PROCEEDING\" shall mean any threatened, pending or completed claim,\naction, suit, arbitration, alternate dispute resolution process, investigation,\nadministrative hearing, appeal, or any other proceeding, whether civil,\ncriminal, administrative, arbitrative or investigative, whether formal or\ninformal, including a proceeding initiated by Indemnitee pursuant to Section 10\nof this Agreement to enforce Indemnitee's rights hereunder.\n\n         (g) \"SUBSIDIARY\" shall mean any corporation, partnership, limited\nliability company, joint venture, trust or other Entity of which the Company\nowns (either directly or through or together with another Subsidiary of the\nCompany) either (i) a general partner, managing member or other similar interest\nor (ii) (A) 50% or more of the voting power of the voting capital or other\nvoting equity interests of such corporation, partnership, limited liability\ncompany, joint venture or other Entity, or (B) 50% or more of the outstanding\nvoting capital stock or other voting equity interests of such corporation,\npartnership, limited liability company, joint venture or other Entity.\nNotwithstanding the foregoing, an Entity will be deemed a Subsidiary of the\nCompany for the purposes of this Agreement if the Company is, directly or\nindirectly, the single largest equity holder of such Entity.\n\n2.       SERVICES OF INDEMNITEE. In consideration of the Company's covenants and\ncommitments hereunder, Indemnitee agrees to serve or continue to serve as a\ndirector of the Company, until the earlier of Indemnitee's resignation,\nreplacement or removal. However, this Agreement shall not impose any obligation\non Indemnitee or the Company to continue Indemnitee's service to the Company\nbeyond any period otherwise required by law or by other agreements or\ncommitments of the parties, if any.\n\n3.       AGREEMENT TO INDEMNIFY. The Company agrees to indemnify Indemnitee as\nfollows:\n\n         (a) Subject to the exceptions contained in Section 4(a) below, if\nIndemnitee was or is a party or is threatened to be made a party to any\nProceeding (other than an action by or in the right of the Company) by reason of\nIndemnitee's Corporate Status, Indemnitee shall be indemnified by the Company\nagainst all Expenses and Liabilities incurred or paid by Indemnitee in\nconnection with such Proceeding (referred to herein as \"INDEMNIFIABLE EXPENSES\"\nand \"INDEMNIFIABLE LIABILITIES,\" respectively, and collectively as\n\"INDEMNIFIABLE AMOUNTS\").\n\n         (b) To the extent permitted by applicable law and subject to the\nexceptions contained in Section 4(b) below, if Indemnitee was or is a party or\nis threatened to be made a party to any Proceeding by or in the right of the\nCompany to procure a judgment in its favor by reason of Indemnitee's Corporate\nStatus, Indemnitee shall be indemnified by the Company against all Indemnifiable\nExpenses.\n\n4.       EXCEPTIONS TO INDEMNIFICATION. Indemnitee shall be entitled to\nindemnification under Sections 3(a) and 3(b) above in all circumstances other\nthan the following:\n\n         (a) If indemnification is requested under Section 3(a) and it has been\nadjudicated finally by a court of competent jurisdiction that, in connection\nwith the subject of the Proceeding out of\n\n\n                                       2\n\n\nwhich the claim for indemnification has arisen, Indemnitee failed to act (i) in\ngood faith and (ii) in a manner Indemnitee reasonably believed to be in or not\nopposed to the best interests of the Company and, with respect to any criminal\naction or proceeding, Indemnitee had reasonable cause to believe that\nIndemnitee's conduct was unlawful, Indemnitee shall not be entitled to payment\nof Indemnifiable Amounts hereunder.\n\n         (b) If indemnification is requested under Section 3(b) and it has been\nadjudicated finally by a court of competent jurisdiction that Indemnitee is\nliable to the Company with respect to any claim, issue or matter involved in the\nProceeding out of which the claim for indemnification has arisen, including,\nwithout limitation, a claim that Indemnitee received an improper personal\nbenefit, then no Indemnifiable Expenses shall be paid with respect to such\nclaim, issue or matter unless the court of law or another court in which such\nProceeding was brought shall determine upon application that, despite the\nadjudication of liability, but in view of all the circumstances of the case,\nIndemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable\nExpenses which such court shall deem proper.\n\n5.       PROCEDURE FOR PAYMENT OF INDEMNIFIABLE AMOUNTS. Indemnitee shall submit\nto the Company a written request specifying the Indemnifiable Amounts for which\nIndemnitee seeks payment under Section 3 of this Agreement and the basis for the\nclaim. The Company shall pay such Indemnifiable Amounts to Indemnitee within 10\ncalendar days of receipt of the request. At the request of the Company,\nIndemnitee shall furnish such documentation and information as are reasonably\navailable to Indemnitee and necessary to establish that Indemnitee is entitled\nto indemnification hereunder.\n\n6.       INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY\nSUCCESSFUL. Notwithstanding any other provision of this Agreement, and without\nlimiting any such provision, to the extent that Indemnitee is, by reason of\nIndemnitee's Corporate Status, a party to and is successful, on the merits or\notherwise, in any Proceeding, Indemnitee shall be indemnified against all\nIndemnifiable Amounts reasonably incurred by Indemnitee or on Indemnitee's\nbehalf in connection therewith. If Indemnitee is not wholly successful in such\nProceeding but is successful, on the merits or otherwise, as to one or more but\nless than all claims, issues or matters in such Proceeding, the Company shall\nindemnify Indemnitee against all Indemnifiable Amounts reasonably incurred by\nIndemnitee or on Indemnitee's behalf in connection with each successfully\nresolved claim, issue or matter. For purposes of this Agreement, the termination\nof any claim, issue or matter in such a Proceeding by dismissal, with or without\nprejudice, shall be deemed to be a successful result as to such claim, issue or\nmatter.\n\n7.       EFFECT OF CERTAIN RESOLUTIONS. Neither the settlement or termination of\nany Proceeding nor the failure of the Company to award indemnification or to\ndetermine that indemnification is payable shall create an adverse presumption\nthat Indemnitee is not entitled to indemnification hereunder. In addition, the\ntermination of any proceeding by judgment, order, settlement, conviction, or\nupon a plea of nolo contendere or its equivalent shall not create a presumption\nthat Indemnitee did not act in good faith and in a manner which Indemnitee\nreasonably believed to be in or not opposed to the best interests of the Company\nor, with respect to any criminal action or proceeding, had reasonable cause to\nbelieve that Indemnitee's action was unlawful.\n\n\n\n                                       3\n\n\n8.       AGREEMENT TO ADVANCE EXPENSES; CONDITIONS. Except as provided in\nSection 4, the Company shall pay to Indemnitee all Indemnifiable Expenses\nincurred by Indemnitee in connection with any Proceeding, including a Proceeding\nby or in the right of the Company, in advance of the final disposition of such\nProceeding, as the same are incurred. To the extent required by Delaware law,\nIndemnitee hereby undertakes to repay the amount of Indemnifiable Expenses paid\nto Indemnitee if it is finally determined by a court of competent jurisdiction\nthat Indemnitee is not entitled under this Agreement to indemnification with\nrespect to such Expenses. This undertaking is an unlimited general obligation of\nIndemnitee.\n\n9.       PROCEDURE FOR ADVANCE PAYMENT OF EXPENSES. Indemnitee shall submit to\nthe Company a written request specifying the Indemnifiable Expenses for which\nIndemnitee seeks an advancement under Section 8 of this Agreement, together with\ndocumentation evidencing that Indemnitee has incurred such Indemnifiable\nExpenses. Payment of Indemnifiable Expenses under Section 8 shall be made no\nlater than 10 calendar days after the Company's receipt of such request.\n\n10.      REMEDIES OF INDEMNITEE.\n\n         (a) RIGHT TO PETITION COURT. In the event that Indemnitee makes a\nrequest for payment of Indemnifiable Amounts under Sections 3 and 5 above or a\nrequest for an advancement of Indemnifiable Expenses under Sections 8 and 9\nabove and the Company fails to make such payment or advancement in a timely\nmanner pursuant to the terms of this Agreement, Indemnitee may petition a court\nof law to enforce the Company's obligations under this Agreement.\n\n         (b) BURDEN OF PROOF. In any judicial proceeding brought under Section\n10(a) above, the Company shall have the burden of proving that Indemnitee is not\nentitled to payment of Indemnifiable Amounts hereunder.\n\n         (c) EXPENSES. The Company agrees to reimburse Indemnitee in full for\nany Expenses incurred by Indemnitee in connection with investigating, preparing\nfor, litigating, defending or settling any action brought by Indemnitee under\nSection 10(a) above, or in connection with any claim or counterclaim brought by\nthe Company in connection therewith.\n\n         (d) VALIDITY OF AGREEMENT. The Company shall be precluded from\nasserting in any Proceeding, including, without limitation, an action under\nSection 10(a) above, that the provisions of this Agreement are not valid,\nbinding and enforceable or that there is insufficient consideration for this\nAgreement and shall stipulate in court that the Company is bound by all the\nprovisions of this Agreement.\n\n         (e) FAILURE TO ACT NOT A DEFENSE. The failure of the Company (including\nits Board of Directors or any committee thereof, independent legal counsel or\nstockholders) to make a determination concerning the permissibility of the\npayment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses\nunder this Agreement shall not be a defense in any action brought under Section\n10(a) above, and shall not create a presumption that such payment or advancement\nis not permissible.\n\n\n\n                                       4\n\n\n11.      REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby\nrepresents and warrants to Indemnitee as follows:\n\n         (a) AUTHORITY. The Company has all necessary power and authority to\nenter into, and be bound by the terms of, this Agreement, and the execution,\ndelivery and performance of the undertakings contemplated by this Agreement have\nbeen duly authorized by the Company.\n\n         (b) ENFORCEABILITY. This Agreement, when executed and delivered by the\nCompany in accordance with the provisions hereof, shall be a legal, valid and\nbinding obligation of the Company, enforceable against the Company in accordance\nwith its terms, except as such enforceability may be limited by applicable\nbankruptcy, insolvency, moratorium, reorganization or similar laws affecting the\nenforcement of creditors' rights generally.\n\n12.      INSURANCE. The Company shall, as promptly as practicable following the\ndate hereof, obtain and maintain directors and officers' liability insurance\ncoverage on terms satisfactory to the Board of Directors, covering, among other\nthings, violations of federal or state securities laws, and shall use its\nreasonable best efforts to maintain such coverage in effect thereafter. In all\npolicies of director and officer liability insurance, Indemnitee shall be named\nas an insured in such a manner as to provide Indemnitee the same rights and\nbenefits as are accorded to the most favorably insured of the Company's officers\nand directors.\n\n13.      CONTRACT RIGHTS NOT EXCLUSIVE. The rights to payment of Indemnifiable\nAmounts and advancement of Indemnifiable Expenses provided by this Agreement\nshall be in addition to, but not exclusive of, any other rights which Indemnitee\nmay have at any time under applicable law, the Company's bylaws or certificate\nof incorporation, or any other agreement, vote of stockholders or directors (or\na committee of directors), or otherwise, both as to action in Indemnitee's\nofficial capacity and as to action in any other capacity as a result of\nIndemnitee's serving as a director of the Company.\n\n14.      SUCCESSORS. This Agreement shall be (a) binding upon all successors and\nassigns of the Company (including any transferee of all or a substantial portion\nof the business, stock and\/or assets of the Company and any direct or indirect\nsuccessor by merger or consolidation or otherwise by operation of law) and (b)\nbinding on and shall inure to the benefit of the heirs, personal\nrepresentatives, executors and administrators of Indemnitee. This Agreement\nshall continue for the benefit of Indemnitee and such heirs, personal\nrepresentatives, executors and administrators after Indemnitee has ceased to\nhave Corporate Status.\n\n15.      SUBROGATION. In the event of any payment of Indemnifiable Amounts under\nthis Agreement, the Company shall be subrogated to the extent of such payment to\nall of the rights of contribution or recovery of Indemnitee against other\npersons, and Indemnitee shall take, at the request of the Company, all\nreasonable action necessary to secure such rights, including the execution of\nsuch documents as are necessary to enable the Company to bring suit to enforce\nsuch rights.\n\n16.      CHANGE IN LAW. To the extent that a change in Delaware law (whether by\nstatute or judicial decision) shall permit broader indemnification or\nadvancement of expenses than is provided under the terms of the bylaws of the\nCompany and this Agreement, Indemnitee shall be\n\n\n                                       5\n\n\nentitled to such broader indemnification and advancements, and this Agreement\nshall be deemed to be amended to such extent.\n\n17.      SEVERABILITY. Whenever possible, each provision of this Agreement shall\nbe interpreted in such a manner as to be effective and valid under applicable\nlaw, but if any provision of this Agreement, or any clause thereof, shall be\ndetermined by a court of competent jurisdiction to be illegal, invalid or\nunenforceable, in whole or in part, such provision or clause shall be limited or\nmodified in its application to the minimum extent necessary to make such\nprovision or clause valid, legal and enforceable, and the remaining provisions\nand clauses of this Agreement shall remain fully enforceable and binding on the\nparties.\n\n18.      INDEMNITEE AS PLAINTIFF. Except as provided in Section 10(c) of this\nAgreement and in the next sentence, Indemnitee shall not be entitled to payment\nof Indemnifiable Amounts or advancement of Indemnifiable Expenses with respect\nto any Proceeding brought by Indemnitee against the Company, any Entity which it\ncontrols, any director or officer thereof, or any third party, unless such\nEntity, director, officer or third party has consented to the initiation of such\nProceeding. This Section shall not apply to counterclaims or affirmative\ndefenses asserted by Indemnitee in an action brought against Indemnitee.\n\n19.      MODIFICATIONS AND WAIVER. Except as provided in Section 16 above with\nrespect to changes in Delaware law which broaden the right of Indemnitee to be\nindemnified by the Company, no supplement, modification or amendment of this\nAgreement shall be binding unless executed in writing by each of the parties\nhereto. No waiver of any of the provisions of this Agreement shall be deemed or\nshall constitute a waiver of any other provisions of this Agreement (whether or\nnot similar), nor shall such waiver constitute a continuing waiver.\n\n20.      GENERAL NOTICES. All notices, requests, demands and other\ncommunications hereunder shall be in writing and shall be deemed to have been\nduly given (a) when delivered by hand, (b) when transmitted by facsimile and\nreceipt is acknowledged, or (c) if mailed by certified or registered mail with\npostage prepaid, on the third business day after the date on which it is so\nmailed:\n\n                           If to Indemnitee, to:\n\n                                    Address:\n\n\n                                    Attn:\n\n\n\n                                       6\n\n\n                           If to the Company, to:\n\n                                    Integrated Defense Technologies, Inc.\n                                    110 Wynn Drive\n                                    Huntsville, Alabama 35807\n                                    Attn: Chief Executive Officer\n\nor to such other address as may have been furnished in the same manner by any\nparty to the others.\n\n21.      GOVERNING LAW. This Agreement shall be governed by and construed and\nenforced under the laws of the State of Delaware without giving effect to the\nprovisions thereof relating to conflicts of law.\n\n\n                            [Signature Page Follows]\n\n\n\n                                       7\n\n\n\n\n\n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the day and year first above written.\n\n                                      INTEGRATED DEFENSE TECHNOLOGIES, INC.\n\n                                      By:\n                                         -------------------------------------\n                                         Name:\n                                         Title:\n\n\n                                      INDEMNITEE\n\n                                      By:\n                                         -------------------------------------\n                                         Name:\n\n\n\n\n\n                                       8\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7871],"corporate_contracts_industries":[9474],"corporate_contracts_types":[9553,9557],"class_list":["post-40775","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-integrated-defense-technologies-inc","corporate_contracts_industries-aerospace__ordnance","corporate_contracts_types-corporate","corporate_contracts_types-corporate__indemn"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40775","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40775"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40775"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40775"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40775"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}