{"id":40799,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/indemnification-agreement-digital-angel-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indemnification-agreement-digital-angel-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/indemnification-agreement-digital-angel-corp.html","title":{"rendered":"Indemnification Agreement – Digital Angel Corp."},"content":{"rendered":"

INDEMNIFICATION AGREEMENT<\/strong><\/p>\n

\n

This Agreement, effective as of July 22, 2011, is between Digital Angel
\nCorporation, a Delaware corporation (“Parent”) and Patricia M. Petersen
\n(“Indemnitee”).<\/p>\n<\/p>\n

WHEREAS<\/strong>, Indemnitee has served as an officer and director
\n(and governor and manager in the case of limited liability companies named
\nherein) of Destron Fearing Corporation, a Delaware corporation and wholly-owned
\nsubsidiary of Parent (“Destron”), and Destron153s various direct and indirect
\nsubsidiaries, including, without limitation, Digital Angel Technology
\nCorporation, Fearing Manufacturing Co., Inc., Digital Angel Holdings, LLC,
\nDigital Angel International, Inc., Digital Angel S.A., Digital Angel Chile S.A.,
\nDigital Angel Paraguay S.A., Digital Angel Uruguay S.A., Digital Angel do Brasil
\nProdutos de Informatica LTDA, GT Acquisition Sub., Inc., C-Scan, LLC,
\nDSD-Holding A\/S, Destron Fearing A\/S, and Daploma Polska Sp. z.o.o.
\n(collectively with Destron, the “Companies”).<\/p>\n<\/p>\n

WHEREAS<\/strong>, Indemnitee has also served as legal counsel to the
\nCompanies.<\/p>\n<\/p>\n

WHEREAS<\/strong>, Parent has entered into a Stock Purchase Agreement
\ndated May 6, 2011 with Allflex USA, Inc. (“Purchaser”), whereby the Parent will
\nsell all the shares of Destron to the Purchaser (“Purchase”).<\/p>\n<\/p>\n

WHEREAS<\/strong>, as a condition to the closing of the Purchase, the
\nIndemnitee is required to resign her positions at the Companies and to enter
\ninto an agreement to release certain rights to indemnification by such Companies
\n(“Release”).<\/p>\n<\/p>\n

WHEREAS<\/strong>, in order to induce the Indemnitee to enter into the
\nRelease so that the Purchase may be closed, the Parent desires to enter into
\nthis Indemnification Agreement to indemnify the Indemnitee for acts performed or
\nnot performed for or on behalf of any of the Companies by the Indemnitee while
\nshe served as an officer and director (or governor and manager in the case of
\nlimited liability companies) of any of the Companies or as legal counsel to any
\nof the Companies.<\/p>\n<\/p>\n

WHEREAS<\/strong>, the Indemnitee will continue to provide services to
\nthe Parent, directly or indirectly, and, therefore, the Parent also desires to
\nindemnify the Indemnitee for acts performed or not performed for or on behalf of
\nthe Parent by the Indemnitee while she served or continues to as an officer
\nand\/or legal counsel of the Parent.<\/p>\n<\/p>\n

NOW, THEREFORE<\/strong>, in consideration of the above premises, the
\ncovenants contained in this Agreement and of Indemnitee153s continuing service to
\nParent, directly or indirectly, the parties, intending to be legally bound,
\nagree as follows:<\/p>\n<\/p>\n

\n

ARTICLE I – DEFINITIONS<\/strong><\/p>\n

\n

(a) Claim<\/u>. Any threatened, pending or completed litigation, action,
\nsuit, or proceeding, including any settlement or appeal, whether civil,
\ncriminal, administrative or investigative and\/or any inquiry or investigation,
\nwhether conducted by any of the Companies, the Parent or any other party that
\nIndemnitee in good faith believes might lead to the institution of any such
\naction, suit or proceeding relating to any Indemnifiable Event.<\/p>\n<\/p>\n

(b) Expenses<\/u>. Any losses, damages, obligations, penalties, fines,
\njudgments, awards, costs, disbursements and liabilities (including amounts paid
\nin settlement) and expenses (including, without limitation, all reasonable
\nhourly attorney fees) and other out-of-pocket expenses incurred at the Parent153s
\nrequest or otherwise incurred in connection with the investigation of any
\nthreatened, pending or completed Claims or the preparation for, the defense of,
\nor the furnishing of evidence in, any Claim relating to any Indemnifiable Event.\n<\/p>\n<\/p>\n

(c) Indemnifiable Event<\/u>. Any event, occurrence or circumstance related
\nto the fact that Indemnitee is or was a director, officer, governor, manager or
\nlegal counsel, as applicable, of any of the Companies or the Parent (or is or
\nwas serving at the request of any of the Companies or the Parent as a director,
\nofficer, governor, manager, employee, trustee, agent, legal counsel or fiduciary
\nof another corporation, partnership, joint venture, employee benefit plan, trust
\nor other enterprise or legal entity) by reason of anything done or not done by
\nIndemnitee in any such capacities.<\/p>\n<\/p>\n

ARTICLE II – AGREEMENT TO INDEMNIFY<\/strong><\/p>\n

\n

(a) In the event Indemnitee was, is or becomes a party to or witness or other
\nparticipant in, or is threatened to be made a party to or witness or other
\nparticipant in, a Claim by reason of (or arising in part out of) an
\nIndemnifiable Event, Parent shall indemnify Indemnitee to the fullest extent
\npermitted by law against any and all Expenses incurred in connection with such
\nClaim.<\/p>\n<\/p>\n

(b) Notwithstanding the foregoing, the Indemnitee shall not be entitled to
\nindemnification for Expenses which are finally judicially determined to have
\nresulted primarily from Indemnitee153s gross negligence or bad faith in fulfilling
\nher duties to the applicable Company or Parent.<\/p>\n<\/p>\n

(c) Further, the obligations of Parent under Article II(a) shall be subject
\nto the condition that Parent153s Board of Directors shall not have determined that
\nIndemnitee would not be permitted to be indemnified under applicable law.
\nHowever, to the extent that Indemnitee has been successful on the merits or
\notherwise in defense of any Claim relating in whole or in part to an
\nIndemnifiable Event, including dismissal without prejudice, Indemnitee shall be
\nindemnified against Expenses incurred in connection with that Claim. In
\nconnection with any determination by Parent153s Board of Directors as to whether
\nIndemnitee is entitled to be indemnified, the burden of proof shall be on Parent
\nto establish that Indemnitee is not so entitled.<\/p>\n<\/p>\n

(d) Expenses will be reimbursed or advanced (“Expense Advance”) when and as
\nincurred promptly upon submission by Indemnitee of statements to the Parent. If,
\nwhen and to the extent that Parent153s Board of Directors determines that
\nIndemnitee would not be permitted to be so indemnified under applicable law or
\nunder Article II(a), Parent shall not be obligated to reimburse or advance
\nExpenses to Indemnitee and shall be entitled to be reimbursed by Indemnitee (who
\nhereby agrees to reimburse Parent) for all such amounts paid; provided, however,
\nthat if Indemnitee has commenced legal proceedings in a court of competent
\njurisdiction to secure a determination that Indemnitee should be indemnified
\nunder applicable law or this Agreement, any determination made by Parent153s Board
\nof Directors that Indemnitee would not be permitted to be indemnified under
\napplicable law or this Agreement shall not be binding and Indemnitee shall not
\nbe required to reimburse Parent for any such amounts paid until a final judicial
\ndetermination is made.<\/p>\n<\/p>\n

\n

(e) If any Claim is commenced as to which Indemnitee proposes to demand
\nindemnification, Indemnitee will notify the Parent with reasonable promptness;
\nprovided<\/u>, however<\/u>, that any failure by Indemnitee to notify the
\nParent will relieve the Parent from its obligations hereunder only to the extent
\nthe Parent has been prejudiced by such failure or delay.<\/p>\n<\/p>\n

(f) Indemnitee will have the right to retain counsel of her own choice to
\nrepresent her, and the Parent will pay the reasonable Expenses of one such
\ncounsel only. The Parent retains the right to participate in the defense of such
\nClaim as to which Indemnitee seeks indemnification through counsel of the
\nParent153s choice (the cost of which will be paid by the Parent) and Indemnitee
\nwill reasonably cooperate with such counsel and the Parent (including, to the
\nextent possible and consistent with her own interests, keeping the Parent
\nreasonably informed of such defense).<\/p>\n<\/p>\n

(g) The Parent will be liable for any settlement of any Claim against
\nImdemnitee made with the Parent153s written consent, which consent will not be
\nunreasonably withheld<\/p>\n<\/p>\n

ARTICLE III – ADDITIONAL EXPENSES<\/strong><\/p>\n

\n

To the fullest extent permitted by law, Parent shall indemnify Indemnitee
\nagainst any and all Expenses which are incurred by Indemnitee in connection with
\nany action brought by Indemnitee for (i) payment of Expenses or Expense
\nAdvancement by Parent under this Agreement relating to Claims for Indemnifiable
\nEvents and\/or (ii) recovery under any liability insurance policies maintained by
\nParent, regardless of whether Indemnitee ultimately is determined to be entitled
\nto such indemnification, Expenses, Expense Advances or insurance recovery, as
\nthe case may be.<\/p>\n<\/p>\n

ARTICLE IV – PARTIAL INDEMNITY<\/strong><\/p>\n

\n

If Indemnitee is entitled to indemnification by Parent for some or a portion
\nof the Expenses but not, however, for the total amount, Parent shall
\nnevertheless indemnify Indemnitee for the portion to which Indemnitee is
\nentitled.<\/p>\n<\/p>\n

ARTICLE V – PRESUMPTIONS<\/strong><\/p>\n

\n

For purposes of this Agreement, to the fullest extent permitted by law, the
\ntermination of any Claim (whether with or without court approval) or conviction,
\nor upon a plea of nolo contendere, or its equivalent, shall not create a
\npresumption that Indemnitee did not meet any particular standard of conduct or
\nhave any particular belief or that a court has determined that indemnification
\nis not permitted by applicable law.<\/p>\n<\/p>\n

\n

ARTICLE VI – INSURANCE<\/strong><\/p>\n

\n

To the extent Parent maintains an insurance policy or policies providing
\nliability insurance, Indemnitee shall be covered by such policy or policies, in
\naccordance with its or their terms to the maximum extent of the coverage
\navailable for any director or officer of Parent.<\/p>\n<\/p>\n

ARTICLE VII – AMENDMENTS<\/strong><\/p>\n

\n

No supplement, modification or amendment of this Agreement shall be binding
\nunless executed in writing by both of the parties. No waiver of any of the
\nprovisions of this Agreement shall be deemed or shall constitute a waiver of any
\nother provisions (whether or not similar) nor shall such waiver constitute a
\ncontinuing waiver.<\/p>\n<\/p>\n

ARTICLE VIII – SUBROGATION<\/strong><\/p>\n

\n

In the event of payment under this Agreement, Parent shall be subrogated to
\nthe extent of such payment to all of the rights of recovery of Indemnitee, who
\nshall execute all papers required and shall do everything that may be necessary
\nto secure such rights, including the execution of such documents necessary to
\nenable Parent effectively to bring suit to enforce such rights.<\/p>\n<\/p>\n

ARTICLE IX – DUPLICATE PAYMENTS<\/strong><\/p>\n

\n

Parent shall not be liable under this Agreement to make any payment in
\nconnection with any Claim made against Indemnitee to the extent Indemnitee has
\notherwise actually received payment (under any insurance policy, Bylaw or
\notherwise) of the amounts otherwise indemnifiable.<\/p>\n<\/p>\n

ARTICLE X – NONEXCLUSIVITY<\/strong><\/p>\n

\n

In regards to the indemnification rights relating to Indemnitee153s position at
\nthe Parent, the rights of the Indemnitee shall be in addition to any other
\nrights Indemnitee may have under the Parent153s Certificate of Incorporation,
\nBylaws or the laws of Delaware. To the extent that a change in the laws of
\nDelaware (whether by statute or judicial decision) permits greater
\nindemnification by agreement than would be afforded currently under the Parent153s
\nCertificate of Incorporation, Bylaws or this Agreement, this Agreement shall be
\ndeemed amended to permit the greater benefits so afforded by such change
\nimmediately upon the occurrence of such change without further action by the
\nparties.<\/p>\n<\/p>\n

ARTICLE XI – SEVERABILITY<\/strong><\/p>\n

\n

The provisions of this Agreement shall be severable in the event that any of
\nthe provisions hereof (including any provision within a single section,
\nparagraph or sentence) are held by a court of competent jurisdiction to be
\ninvalid, void or otherwise unenforceable in any respect, and the validity and
\nenforceability of any such provision in every other respect and of the remaining
\nprovisions shall not be in any way impaired, and shall remain enforceable to the
\nfullest extent permitted by law.<\/p>\n<\/p>\n

\n

ARTICLE XII – GOVERNING LAW<\/strong><\/p>\n

\n

This Agreement shall be governed by and construed and enforced in accordance
\nwith the laws of Minnesota applicable to contracts made and to be performed in
\nsuch State without giving effect to the principles of conflicts of laws.<\/p>\n<\/p>\n

In Witness Whereof, the parties have duly executed and delivered this
\nIndemnification Agreement.<\/p>\n<\/p>\n

PARENT:<\/strong><\/p>\n<\/p>\n<\/p>\n

DIGITAL ANGEL CORPORATION<\/p>\n<\/p>\n

By: Joseph J. Grillo<\/u><\/p>\n<\/p>\n

Its: CEO<\/p>\n<\/p>\n<\/p>\n

INDEMNITEE:<\/strong><\/p>\n<\/p>\n

\/s\/ Patricia M. Petersen<\/u><\/p>\n<\/p>\n

Patricia M. Petersen<\/p>\n<\/p>\n<\/p>\n<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7321],"corporate_contracts_industries":[9511],"corporate_contracts_types":[9553,9557],"class_list":["post-40799","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-digital-angel-corp","corporate_contracts_industries-technology__search","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\/40799","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=40799"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40799"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40799"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40799"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}