{"id":40812,"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-la-z-boy-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indemnification-agreement-la-z-boy-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/indemnification-agreement-la-z-boy-inc.html","title":{"rendered":"Indemnification Agreement – La-Z-Boy Inc."},"content":{"rendered":"

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

\n

This Indemnification Agreement (the “Agreement<\/strong>“) is made as
\nof the 15th day of January 2009, by and between La-Z-Boy Incorporated, a
\nMichigan corporation (the “Corporation<\/strong>“), and [Name of
\nDirector] (the “Indemnitee<\/strong>“).<\/p>\n<\/p>\n

BACKGROUND<\/u><\/strong><\/p>\n

\n

Indemnitee is a member of the Board of Directors and as such performs a
\nvaluable service for the Corporation. To induce Indemnitee to continue to serve
\non the Board of Directors, the Corporation has agreed to provide to Indemnitee
\nthe indemnifications and other rights described herein.<\/p>\n<\/p>\n

The Corporation153s Articles of Incorporation and Bylaws require
\nindemnification of the officers and directors of the Corporation. The
\nCorporation enters into this Agreement pursuant to the Corporation153s Articles of
\nIncorporation and Bylaws and the provisions of the Michigan Business Corporation
\nAct (the “Act<\/strong>“).<\/p>\n<\/p>\n

This Agreement is a supplement to and in furtherance of the Articles of
\nIncorporation and Bylaws of the Corporation and any resolutions adopted pursuant
\nthereto, and shall not be deemed a substitute therefor, nor to diminish or
\nabrogate any rights of Indemnitee thereunder.<\/p>\n<\/p>\n

Indemnitee does not regard the protection available under the Corporation153s
\nArticles of Incorporation, Bylaws and insurance as adequate in the present
\ncircumstances, and may not be willing to continue to serve as a director without
\nadequate protection, and the Corporation desires Indemnitee to serve in such
\ncapacity. Indemnitee is willing to serve, continue to serve and to take on
\nadditional service for or on behalf of the Corporation on the condition that he
\nbe so indemnified.<\/p>\n<\/p>\n

THEREFORE, in consideration of the foregoing, the service of Indemnitee after
\nthe date of this Agreement and the terms and conditions set forth herein, the
\nparties agree as follows:<\/p>\n<\/p>\n

TERMS OF AGREEMENT<\/u><\/strong><\/p>\n

\n

Section 1.<\/strong> Indemnification for Claims by Third
\nParties<\/u>.<\/strong><\/p>\n<\/p>\n

The Corporation shall, to the fullest extent authorized or permitted by the
\nAct or other applicable law, as the same presently exist or may hereafter be
\namended, but, in the case of any such amendment, only to the extent such
\namendment permits the Corporation to provide broader indemnification rights than
\nbefore such amendment, indemnify Indemnitee who was or is a party or is
\nthreatened to be made a party to a threatened, pending, or completed action,
\nsuit, or proceeding, whether civil, criminal, administrative, or investigative
\nand whether formal or informal, other than an action by or in the right of the
\nCorporation, by reason of the fact that Indemnitee is or was a director,
\nofficer, employee or agent of the Corporation, or is or was serving at the
\nrequest of the Corporation as a director, officer, partner, trustee, employee,
\nor agent of another foreign or domestic corporation, partnership, joint venture,
\ntrust, or other enterprise, whether for profit or not, against expenses,
\nincluding attorneys153 fees, judgments, penalties, fines, and amounts paid in
\nsettlement actually and reasonably incurred by Indemnitee in connection with the
\naction, suit, or proceeding.<\/p>\n<\/p>\n

\n

Section 2. Indemnification for Claims Brought by or in the Right
\nof the Corporation.<\/u><\/strong><\/p>\n<\/p>\n

The Corporation shall, to the fullest extent authorized or permitted by the
\nAct or other applicable law, as the same presently exist or may hereafter be
\namended, but, in the case of any such amendment, only to the extent such
\namendment permits the Corporation to provide broader indemnification rights than
\nbefore such amendment, indemnify Indemnitee who was or is a party to or is
\nthreatened to be made a party to a threatened, pending, or completed action or
\nsuit by or in the right of the Corporation to procure a judgment in its favor by
\nreason of the fact that Indemnitee is or was a director, officer, employee or
\nagent of the Corporation, or is or was serving at the request of the Corporation
\nas a director, officer, partner, trustee, employee, or agent of another foreign
\nor domestic corporation, partnership, joint venture, trust, or other enterprise,
\nwhether for profit or not, against expenses, including actual and reasonable
\nattorneys153 fees, and amounts paid in settlement incurred by Indemnitee in
\nconnection with the action or suit.<\/p>\n<\/p>\n

Section 3.<\/strong> Other Rights of
\nIndemnification<\/u>.<\/strong><\/p>\n<\/p>\n

A. The indemnification and advancement of expenses provided in this Agreement
\nare not exclusive of other rights to which a person seeking indemnification or
\nadvancement of expenses may be entitled under the Act, Articles of
\nIncorporation, Bylaws, or other agreement. However, the total amount of expenses
\nadvanced or indemnified from all sources combined shall not exceed the amount of
\nactual expenses incurred by the person seeking indemnification or advancement of
\nexpenses.<\/p>\n<\/p>\n

B. Notwithstanding any other provision of this Agreement, the Corporation
\nhereby indemnifies and holds Indemnitee harmless for all reasonable expenses in
\nconnection with the preparation to serve or service as a witness in any claim in
\nwhich Indemnitee is not a party, if such actual or proposed service arose by
\nreason of the fact that Indemnitee is or was a director, officer, employee, or
\nagent of the Corporation, or is or was serving at the request of the Corporation
\nas a director, officer, partner, trustee, employee or agent of another
\ncorporation, partnership, joint venture, trust or employee benefit plan.<\/p>\n<\/p>\n

– 2 –<\/p>\n

\n

\n

Section 4.<\/strong> Actions Brought by
\nIndemnitee<\/u>.<\/strong><\/p>\n<\/p>\n

Notwithstanding the provisions of Sections 1 and 2 of this Agreement, the
\nCorporation shall not be required to indemnify an Indemnitee in connection with
\nan action, suit, proceeding or claim (or part thereof) brought or made by such
\nIndemnitee except as otherwise provided herein with respect to the enforcement
\nof this Agreement, unless such action, suit, proceeding or claim (or part
\nthereof) was authorized by the Board of Directors of the Corporation.<\/p>\n<\/p>\n

Section 5.<\/strong> Court Approval<\/u>.<\/strong><\/p>\n<\/p>\n

Indemnification shall not be made under Section 2 for a claim, issue, or
\nmatter in which Indemnitee has been adjudged liable to the Corporation unless
\nand only to the extent that in the final disposition of the action, suit or
\nproceeding by the court in which the action or suit was brought has determined
\nupon application that, despite the adjudication of liability but in view of all
\ncircumstances of the case, Indemnitee is fairly and reasonably entitled to
\nindemnification for expenses incurred.<\/p>\n<\/p>\n

Section 6.<\/strong> Partial Indemnification<\/u>.<\/strong>\n<\/p>\n<\/p>\n

If an Indemnitee is entitled to indemnification under either Section 1 or
\nSection 2 for a portion of expenses including attorneys153 fees, judgments,
\npenalties, fines and amounts paid in settlement, but not for the total amount
\nthereof, the Corporation shall indemnify Indemnitee for the portion of the
\nexpenses, judgments, penalties, fines or amounts paid in settlement for which
\nIndemnitee is entitled to be indemnified.<\/p>\n<\/p>\n

Section 7.<\/strong> Continuation and Termination of
\nIndemnity<\/u>.<\/strong><\/p>\n<\/p>\n

The indemnification provided for in this Agreement continues as to Indemnitee
\nafter Indemnitee ceases to be a director, officer, employee or agent and shall
\ninure to the benefit of the heirs, personal representatives and administrators
\nof Indemnitee. The obligations of the Corporation hereunder shall continue
\nduring the period Indemnitee is a director, officer, employee or agent of the
\nCorporation, or is serving at the request of the Corporation as a director,
\nofficer, employee or agent of another corporation, partnership, joint venture,
\ntrust, employee benefit plan or other enterprise, and continue thereafter so
\nlong as Indemnitee may be subject to any possible claim or threatened, pending
\nor completed action, suit or proceeding, whether civil, criminal or
\ninvestigative, by reason of the fact of his or her service in any such capacity,
\nbut in no event for less than ten (10) years. Notwithstanding anything herein to
\nthe contrary, in the event that Indemnitee is removed as a director of the
\nCorporation by the Corporation153s shareholders for cause or by court order for
\ncause, in either case, within the meaning and as provided in, Sections 511 and
\n514 of the Act, then this Agreement shall terminate immediately and be of no
\nfurther force or effect.<\/p>\n<\/p>\n

– 3 –<\/p>\n

\n

\n

Section 8.<\/strong> Notification and Defense of
\nClaim<\/u>.<\/strong><\/p>\n<\/p>\n

With respect to any claim to be made hereunder for indemnification:<\/p>\n<\/p>\n

A. Indemnitee shall promptly provide written notice to the Corporation of any
\naction, suit or proceeding; provided<\/u>, however<\/u>, the failure to do
\nso will not relieve the Corporation from any liability arising hereunder.<\/p>\n<\/p>\n

B. Indemnitee shall provide to the Corporation, upon advance request, any
\ndocumentation or information available to Indemnitee and necessary or useful to
\nthe Corporation with respect to any such claim for indemnification.<\/p>\n<\/p>\n

C. With respect to any such action, suit or proceeding as to which Indemnitee
\nnotifies the Corporation: (a) the Corporation will be entitled to participate
\ntherein at its own expense; and (b) except as otherwise provided below, to the
\nextent that it may wish, the Corporation, jointly with any other indemnifying
\nparty or otherwise, will be entitled to assume the defense thereof, with counsel
\nsatisfactory to Indemnitee. The Corporation shall give Indemnitee written notice
\nof its election to assume the defense thereof within (30) days after a written
\nclaim has been received by the Corporation, and thereafter it shall not be
\nliable to Indemnitee under this Agreement for any legal or other expenses
\nsubsequently incurred by Indemnitee in connection with the defense thereof other
\nthan reasonable costs of investigation or as otherwise provided below. Such
\nassumption of the defense by the Corporation shall constitute its
\nacknowledgement that this Agreement, and the rights and benefits of Indemnitee
\nhereunder, including the presumptions contained in Section 9.B. hereof, shall
\napply to such action, suit or proceeding and any related action, suit or
\nproceeding. After the assumption of the defense by the Corporation, Indemnitee
\nshall have the right to employ his or her own counsel in such action, suit or
\nproceeding, but the fees and expenses thereof shall be at the expense of
\nIndemnitee unless (i) the employment of counsel by Indemnitee has been
\nauthorized by the Corporation, or (ii) Indemnitee shall have reasonably
\nconcluded that there may be a conflict of interest between the Corporation and
\nIndemnitee in the conduct of the defense of such action.<\/p>\n<\/p>\n

D. The Corporation shall not be liable to indemnify Indemnitee under this
\nAgreement for any amounts paid in settlement of any action or claim effected
\nwithout its written consent. The Corporation shall not settle any action or
\nclaim in any manner which would impose any penalty or limitation on Indemnitee
\nwithout his or her written consent. Neither the Corporation nor Indemnitee will
\nunreasonably withhold their consent to any proposed settlement.<\/p>\n<\/p>\n

– 4 –<\/p>\n

\n

\n

Section 9.<\/strong> Mandatory Indemnification; Presumption
\nof Entitlement<\/u>.<\/strong><\/p>\n<\/p>\n

A. Indemnification by the Corporation under Section 1 of this Agreement, and
\nfor expenses, including, without limitation, attorneys153 fees actually incurred
\nunder Section 2 of this Agreement, shall be mandatory and paid to the full
\nextent provided in this Agreement, without the need or necessity of a
\ndetermination that Indemnitee has met any standard of conduct, unless, in a
\nfinal disposition of an action, suit, or proceeding concerning the matter for
\nwhich indemnification is sought by Indemnitee, Indemnitee is adjudged or found
\nto have:<\/p>\n<\/p>\n

(a) received a financial benefit to which he was not entitled;<\/p>\n<\/p>\n

(b) intentionally inflicted harm on the Corporation or its shareholders;<\/p>\n<\/p>\n

(c) violated Section 551 of the Act; or<\/p>\n<\/p>\n

(d) intentionally committed a criminal act.<\/p>\n<\/p>\n

B. In connection with any process or proceeding, whether judicial, quasi
\njudicial or engaged in pursuant to Section 564a of the Act, concerning
\nIndemnitee153s entitlement to indemnification, it shall be presumed that
\nIndemnitee (a) is entitled to the indemnification provided under this Agreement,
\n(b) has at all times acted in good faith and in a manner he reasonably believed
\nto be in or not opposed to the best interests of the Corporation, and (c) has
\nnot engaged in or been a party to any of the conduct described in Subsection A
\nof this Section 9. The termination of an action, suit or proceeding by judgment,
\norder, settlement, conviction, or upon a plea of nolo contendere or its
\nequivalent, will not alter or affect such presumption that Indemnitee acted in
\ngood faith and in a manner Indemnitee reasonably believed to be in or not
\nopposed to the best interests of the Corporation or its shareholders, and, with
\nrespect to a criminal action or proceeding, that Indemnitee153s conduct was
\nlawful.<\/p>\n<\/p>\n

Section 10.<\/strong> Advancement of Expenses<\/u>.<\/strong>\n<\/p>\n<\/p>\n

Expenses incurred in defending a civil or criminal action, suit, or
\nproceeding described in Sections 1 or 2 of this Agreement shall be paid by the
\nCorporation in advance of the final disposition of the action, suit, or
\nproceeding upon receipt of an undertaking by or on behalf of Indemnitee to repay
\nthe expenses, without interest, if upon the final disposition of the action,
\nsuit, or proceeding it is determined that Indemnitee is not entitled to be
\nindemnified by the Corporation. The undertaking shall be by unlimited general
\nobligation of the person on whose behalf advances are made but need not be
\nsecured. Claims made by Indemnitee under this Section 10, shall be paid in full
\nby the Corporation within ten (10) days after a written claim has been received
\nby the Corporation. With respect to any matter for which Indemnitee seeks
\nadvancement of expenses, a written request for advancement of expenses by
\nIndemnitee shall be made only once for such matter, and all invoices relating to
\nsuch matter whether included with Indemnitee153s request for advancement of
\nexpenses, or submitted to the Corporation subsequent thereto, shall be paid in
\naccordance with this Section 10.<\/p>\n<\/p>\n

– 5 –<\/p>\n

\n

\n

Section 11.<\/strong> Enforcement; Remedies of
\nIndemnitee<\/u>.<\/strong><\/p>\n<\/p>\n

A. If Indemnitee makes a claim for indemnification under this Agreement,
\nincluding, without limitation, a claim for advancement of expenses, and any such
\nclaim is not paid-in-full to Indemnitee within thirty (30) days after a written
\nclaim has been received by the Corporation in accordance with Section 10 of this
\nAgreement, Indemnitee may at any time thereafter bring suit against the
\nCorporation to recover the unpaid amount of the claim.<\/p>\n<\/p>\n

B. Indemnitee shall be entitled to an adjudication in an appropriate court
\nlocated in or serving Monroe County in the State of Michigan of his entitlement
\nto such indemnification or advancement of expenses. Alternatively, Indemnitee,
\nat his or her option, may seek an award in arbitration to be conducted by a
\nsingle arbitrator pursuant to the commercial rules of the American Arbitration
\nAssociation to be conducted in the State of Michigan. Indemnitee shall commence
\nsuch proceeding seeking an adjudication or an award in arbitration within 180
\ndays following the date on which Indemnitee first has the right to commence such
\nproceeding pursuant to this Section 11. The Corporation shall not oppose
\nIndemnitee153s right to seek any such adjudication or award in arbitration.<\/p>\n<\/p>\n

C. In the event that the Corporation asserts that Indemnitee is not entitled
\nto indemnification due to conduct described in Section 9A of this Agreement, any
\njudicial proceeding or arbitration commenced pursuant to this Section 11 shall
\nbe conducted in all respects as a de novo trial or arbitration on the merits and
\nIndemnitee shall not be prejudiced by reason of the Corporation153s assertion.<\/p>\n<\/p>\n

D. The Corporation shall be precluded from asserting in any judicial
\nproceeding or arbitration commenced pursuant to this Section 11 that the
\nprocedures and presumptions of this Agreement are not valid, binding and
\nenforceable and shall stipulate in any such court or before any such arbitrator
\nthat the Corporation is bound by all the provisions of this Agreement.<\/p>\n<\/p>\n

E. In the event that Indemnitee, pursuant to this Section 11, seeks a
\njudicial adjudication of or an award in arbitration to enforce his rights under,
\nor to recover damages for breach of, this Agreement, Indemnitee shall be
\nentitled to recover from the Corporation, and shall be indemnified by the
\nCorporation against, any and all expenses actually and reasonably incurred in
\nsuch judicial adjudication or arbitration, but only if Indemnitee prevails
\ntherein. If it shall be determined in said judicial adjudication or arbitration
\nthat Indemnitee is entitled to receive part but not all of the indemnification
\nor advancement of expenses sought, the expenses incurred by Indemnitee in
\nconnection with such judicial adjudication or arbitration shall be appropriately
\nprorated.<\/p>\n<\/p>\n

– 6 –<\/p>\n

\n

\n

Section 12.<\/strong> Miscellaneous
\nProvisions<\/u>.<\/strong><\/p>\n<\/p>\n

A. Benefit and Assignment<\/u>. This Agreement shall be binding upon and
\ninure to the benefit of the parties hereto and their respective successors,
\nassigns, heirs and legal representatives. No party may assign any rights or
\nduties under this Agreement without the prior written consent of the other
\nparty.<\/p>\n<\/p>\n

B. Entire Agreement and Amendment<\/u>. Subject to the provisions of
\nSection 3 hereof, this writing contains the entire agreement between the parties
\nwith respect to the matters described herein and is a complete statement as to
\nthe terms thereof and supersedes all previous agreements. This Agreement may not
\nbe altered or modified or terminated except by a writing signed by the parties
\nhereto.<\/p>\n<\/p>\n

C. Severability<\/u>. Each and every paragraph, sentence, term and
\nprovision of this Agreement shall be considered severable in that, in the event
\nthat a court finds any paragraph, sentence, term or provision to be invalid or
\nunenforceable, the validity and enforceability, operation, or effect of the
\nremaining paragraphs, sentences, terms or provisions shall not be affected, and
\nthis Agreement shall be construed in all respects as if such invalid or
\nunenforceable matter had been omitted. In any event, notwithstanding any court
\nfinding of invalidity or unenforceability, Indemnitee shall be entitled to the
\nindemnifications and other rights provided in Sections 561 to 569 of the Act,
\nthe Corporation153s Articles of Incorporation, its Bylaws and otherwise.<\/p>\n<\/p>\n

D. Waiver<\/u>. The failure of either party at any time to require
\nperformance by the other party of any provision of this Agreement shall not be
\ndeemed a continuing waiver of that provision or a waiver of any other provision
\nof this Agreement and shall in no way affect the full right to require such
\nperformance from the other party at any time thereafter.<\/p>\n<\/p>\n

E. Notices<\/u>. Notices required under this Agreement shall be given in
\nwriting and shall be deemed given when delivered in person or, if sent by
\ncertified or registered mail, return receipt requested, postage prepaid, at the
\ntime of the certification or registration thereof.<\/p>\n<\/p>\n

F. Definitions<\/u>. For purposes of this Agreement:<\/p>\n<\/p>\n

(a) “other enterprises<\/strong>” shall include employee benefit
\nplans.<\/p>\n<\/p>\n

(b) “fines<\/strong>” shall include any excise taxes assessed on a
\nperson with respect to an employee benefit plan.<\/p>\n<\/p>\n

(c) “serving at the request of the Corporation<\/strong>” shall
\ninclude any service as a director, officer, employee, or agent of the
\nCorporation which imposes duties on, or involves services by, the director,
\nofficer, employee or agent with respect to an employee benefit plan, its
\nparticipants or beneficiaries; and a person who acted in good faith and in a
\nmanner he or she reasonably believed to be in the interest of the participants
\nand beneficiaries of an employee benefit plan shall be considered to have acted
\nin a manner “not opposed to the best interests of the corporation or its
\nshareholders” as referred to in Sections 561 and 562 of the Act.<\/p>\n<\/p>\n

– 7 –<\/p>\n

\n

\n

(d) “final disposition of the action, suit, or proceeding<\/strong>”
\nshall mean the entry of an order or judgment disposing of the matter from which
\n(i) there is no right of appeal, or (ii) the time for an appeal has expired.<\/p>\n<\/p>\n

G. Application to a Resulting or Surviving Corporation or Constituent
\nCorporation<\/u>. The definition for “corporation” found in Section 569 of the
\nAct, as the same exists or may hereafter be amended is, and shall be,
\nspecifically excluded from application to this Agreement. The indemnification
\nand other obligations of the Corporation set forth in this Agreement shall be
\nbinding upon and assumed by any resulting or surviving corporation after any
\nacquisition, disposition, merger or consolidation with the Corporation.
\nNotwithstanding anything to the contrary contained herein or in Section 569 of
\nthe Act, no person shall be entitled to the indemnification and other rights set
\nforth in this Agreement for acting as a director or officer of another
\ncorporation prior to such other corporation entering into a merger or
\nconsolidation with the corporation.<\/p>\n<\/p>\n

H. Non-Exclusivity; Survival of Rights; Insurance<\/u>.<\/p>\n<\/p>\n

(a) The rights of indemnification and advancement of expenses as provided by
\nthis Agreement shall not be deemed exclusive of any other rights to which
\nIndemnitee may at any time be entitled under applicable law, the Corporation153s
\nArticles of Incorporation, or Bylaws, or any agreement, vote of stockholders,
\nresolution of directors or otherwise, of the Corporation. No amendment,
\nalteration or repeal of this Agreement or of any provision hereof shall limit or
\nrestrict any right of Indemnitee under this Agreement in respect of any action
\ntaken or omitted by such Indemnitee prior to such amendment, alteration or
\nrepeal. To the extent that a change in the Act, whether by statute or judicial
\ndecision, permits greater indemnification than would be afforded currently under
\nthe Corporation153s Articles of Incorporation, or Bylaws and this Agreement, it is
\nthe intent of the parties hereto that Indemnitee shall enjoy by this Agreement
\nthe greater benefits so afforded by such change. No right or remedy herein
\nconferred is intended to be exclusive of any other right or remedy, and every
\nother right and remedy shall be cumulative and in addition to every other right
\nand remedy given hereunder or now or hereafter existing at law or in equity or
\notherwise. The assertion or employment of any right or remedy hereunder, or
\notherwise, shall not prevent the concurrent assertion or employment of any other
\nright or remedy.<\/p>\n<\/p>\n

– 8 –<\/p>\n

\n

\n

(b) Regardless of whether or not the Corporation would have the power to
\nindemnify such person against such liability under the pertinent provisions of
\nthe Act, to the extent that the Corporation maintains, purchases, pays for, or
\nmaintains an insurance policy or policies providing liability insurance for
\ndirectors, officers, employees, or agents or fiduciaries of the Corporation,
\nIndemnitee shall be covered by such policy or policies in accordance with its or
\ntheir terms to the maximum extent of the coverage available for any director,
\nofficer, employee, agent or fiduciary under such policy or policies, both during
\nthe period Indemnitee serves as an officer, director, employee or agent of the
\nCorporation and thereafter for the maximum period contemplated in Section 7 of
\nthis Agreement, and if, at the time of the receipt of a notice of a claim
\npursuant to the terms hereof, the Corporation has director and officer liability
\ninsurance in effect, the Corporation shall give prompt notice of the
\ncommencement of such proceeding to the insurers in accordance with the
\nprocedures set forth in the respective policies. The Corporation shall
\nthereafter take all necessary or desirable action to cause such insurers to pay,
\non behalf of Indemnitee, all amounts payable as a result of such proceeding in
\naccordance with the terms of such policies.<\/p>\n<\/p>\n

I. Counterparts<\/u>. This Agreement may be executed in two or more
\ncounterparts, each of which shall be deemed to be an original but all of which
\ntogether shall constitute one and the same instrument.<\/p>\n<\/p>\n

J. Governing Law<\/u>. Michigan law shall govern the construction and
\nenforceability of this Agreement.<\/p>\n<\/p>\n

(Signatures on following page)<\/p>\n

\n

– 9 –<\/p>\n

\n

\n

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as
\nof the day and year first written above.<\/p>\n<\/p>\n

CORPORATION:<\/p>\n<\/p>\n

La-Z-Boy Incorporated<\/p>\n<\/p>\n

a Michigan corporation<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

By:<\/a><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

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

<\/td>\n<\/tr>\n
\n

La-Z-Boy Incorporated<\/p>\n<\/td>\n<\/tr>\n

\n

1284 N. Telegraph<\/p>\n<\/td>\n<\/tr>\n

\n

Monroe, MI 48162<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

INDEMNITEE:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

[name]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Address for notices:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 10 –<\/p>\n

\n

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