{"id":40832,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/indemnity-agreement-invision-technologies-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indemnity-agreement-invision-technologies-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/indemnity-agreement-invision-technologies-inc.html","title":{"rendered":"Indemnity Agreement &#8211; InVision Technologies Inc."},"content":{"rendered":"<pre>\n                        INDEMNITY AGREEMENT\n\n      THIS AGREEMENT is made and entered into this ____ day of __________,\n1999 by and between INVISION TECHNOLOGIES, INC., a Delaware corporation (the\n'Corporation'), and [NAME OF INDEMNITEE] ('Agent').\n\n                             RECITALS\n\n      WHEREAS, Agent performs a valuable service to the Corporation in\n__________ capacity as __________ of the Corporation;\n\n      WHEREAS, the stockholders of the Corporation have adopted bylaws (the\n'Bylaws') providing for the indemnification of the directors, officers,\nemployees and other agents of the Corporation, including persons serving at the\nrequest of the Corporation in such capacities with other corporations or\nenterprises, as authorized by the Delaware General Corporation Law, as amended\n(the 'Code');\n\n      WHEREAS, the Bylaws and the Code, by their non-exclusive nature, permit\ncontracts between the Corporation and its agents, officers, employees and other\nagents with respect to indemnification of such persons; and\n\n      WHEREAS, in order to induce Agent to continue to serve as __________ of\nthe Corporation, the Corporation has determined and agreed to enter into this\nAgreement with Agent;\n\n      NOW, THEREFORE, in consideration of Agent's continued service as \n__________ after the date hereof, the parties hereto agree as follows:\n\n                             AGREEMENT\n\n      1. SERVICES TO THE CORPORATION. Agent will serve, at the will of the\nCorporation or under separate contract, if any such contract exists, as\n__________ of the Corporation or as a director, officer or other fiduciary of an\naffiliate of the Corporation (including any employee benefit plan of the\nCorporation) faithfully and to the best of [HIS\/HER] ability so long as [S\/HE]\nis duly elected and qualified in accordance with the provisions of the Bylaws or\nother applicable charter documents of the Corporation or such affiliate;\nPROVIDED, HOWEVER, that Agent may at anytime and for any reason resign from such\nposition (subject to any contractual obligation that Agent may have assumed\napart from this Agreement) and that the Corporation or any affiliate shall have\nno obligation under this Agreement to continue Agent in any such position.\n\n      2. INDEMNITY OF AGENT. The Corporation hereby agrees to hold harmless\nand indemnify Agent to the fullest extent authorized or permitted by the\nprovisions of the Bylaws and the Code, as the same may be amended from time to\ntime (but, only to the extent that such amendment permits the Corporation to\nprovide broader indemnification rights than the Bylaws or the Code permitted\nprior to adoption of such amendment).2.\n\n      3. ADDITIONAL INDEMNITY. In addition to and not in limitation of the\nindemnification otherwise provided for herein, and subject only to the\nexclusions set forth in Section 4 hereof, the Corporation hereby further agrees\nto hold harmless and indemnify Agent:\n\n         (A) against any and all expenses (including attorneys' fees),\nwitness fees, damages, judgments, fines and amounts paid in settlement and any\nother amounts that Agent becomes legally obligated to pay because of any claim\nor claims made against or by him in connection with any threatened, pending or\ncompleted action, suit or proceeding, whether civil, criminal, arbitrational,\nadministrative or investigative (including an action by or in the right of the\nCorporation) to which Agent is, was or at any time becomes a party, or is\nthreatened to be made a party, by reason of the fact that Agent is, was or at\nany time becomes a director, officer, employee or other agent of Corporation, \n\n\n\n\n\nor is or was serving or at any time serves at the request of the Corporation \nas a director, officer, employee or other agent of another corporation, \npartnership, joint venture, trust, employee benefit plan or other enterprise; \nand\n\n         (B) otherwise to the fullest extent as may be provided to Agent by\nthe Corporation under the non-exclusivity provisions of the Code and Section 41\nof the Bylaws.\n\n      4. LIMITATIONS ON ADDITIONAL INDEMNITY. No indemnity pursuant to\nSection 3 hereof shall be paid by the Corporation:\n\n         (A) on account of any claim against Agent solely for an accounting\nof profits made from the purchase or sale by Agent of securities of the\nCorporation pursuant to the provisions of Section 16(b) of the Securities\nExchange Act of 1934 and amendments thereto or similar provisions of any\nfederal, state or local statutory law;\n\n         (B) on account of Agent's conduct that is established by a final\njudgment as knowingly fraudulent or deliberately dishonest or that constituted\nwillful misconduct;\n\n         (C) on account of Agent's conduct that is established by a final\njudgment as constituting a breach of Agent's duty of loyalty to the Corporation\nor resulting in any personal profit or advantage to which Agent was not legally\nentitled;\n\n         (D) for which payment is actually made to Agent under a valid and \ncollectible insurance policy or under a valid and enforceable indemnity \nclause, bylaw or agreement, except in respect of any excess beyond payment \nunder such insurance, clause, bylaw or agreement;\n\n         (E) if indemnification is not lawful (and, in this respect, both\nthe Corporation and Agent have been advised that the Securities and Exchange\nCommission believes that indemnification for liabilities arising under the\nfederal securities laws is against public policy and is, therefore,\nunenforceable and that claims for indemnification should be submitted to\nappropriate courts for adjudication); or\n\n         (F) in connection with any proceeding (or part thereof) initiated\nby Agent, or any proceeding by Agent against the Corporation or its directors,\nofficers, employees or other agents, unless (i) such indemnification is\nexpressly required to be made by law, (ii) the proceeding was authorized by the\nBoard of Directors of the Corporation, (iii) such indemnification is provided by\nthe Corporation, in its sole discretion, pursuant to the powers vested in the\nCorporation under the Code, or (iv) the proceeding is initiated pursuant to\nSection 9 hereof.\n\n      5. CONTINUATION OF INDEMNITY. All agreements and obligations of the \nCorporation contained herein shall continue during the period Agent is a \ndirector, officer, employee or other agent of the Corporation (or is or was \nserving at the request of the Corporation as a director, officer, employee or \nother agent of another corporation, partnership, joint venture, trust, \nemployee benefit plan or other enterprise) and shall continue thereafter so \nlong as Agent shall be subject to any possible claim or threatened, pending \nor completed action, suit or proceeding, whether civil, criminal, \narbitrational, administrative or investigative, by reason of the fact that \nAgent was serving in the capacity referred to herein.\n\n      6. PARTIAL INDEMNIFICATION. Agent shall be entitled under this\nAgreement to indemnification by the Corporation for a portion of the expenses\n(including attorneys' fees), witness fees, damages, judgments, fines and amounts\npaid in settlement and any other amounts that Agent becomes legally obligated to\npay in connection with any action, suit or proceeding referred to in Section 3\nhereof even if not entitled hereunder to indemnification for the total amount\nthereof, and the Corporation shall indemnify Agent for the portion thereof to\nwhich Agent is entitled.\n\n      7. NOTIFICATION AND DEFENSE OF CLAIM. Not later than thirty (30) days\nafter receipt \n\n\n\n\n\nby Agent of notice of the commencement of any action, suit or proceeding, \nAgent will, if a claim in respect thereof is to be made against the \nCorporation under this Agreement, notify the Corporation of the commencement \nthereof; but the omission so to notify the Corporation will not relieve it \nfrom any liability which it may have to Agent otherwise than under this \nAgreement. With respect to any such action, suit or proceeding as to which \nAgent notifies the Corporation of the commencement thereof:\n\n         (A) the Corporation will be entitled to participate therein at its own\nexpense;\n\n         (B) except as otherwise provided below, the Corporation may, at its\noption and jointly with any other indemnifying party similarly notified and\nelecting to assume such defense, assume the defense thereof, with counsel\nreasonably satisfactory to Agent. After notice from the Corporation to Agent of\nits election to assume the defense thereof, the Corporation will not be liable\nto Agent under this Agreement for any legal or other expenses subsequently\nincurred by Agent in connection with the defense thereof except for reasonable\ncosts of investigation or otherwise as provided below. Agent shall have the\nright to employ separate counsel in such action, suit or proceeding but the fees\nand expenses of such counsel incurred after notice from the Corporation of its\nassumption of the defense thereof shall be at the expense of Agent unless (i)\nthe employment of counsel by Agent has been authorized by the Corporation, (ii)\nAgent shall have reasonably concluded, and so notified the Corporation, that\nthere is an actual conflict of interest between the Corporation and Agent in the\nconduct of the defense of such action or (iii) the Corporation shall not in fact\nhave employed counsel to assume the defense of such action, in each of which\ncases the fees and expenses of Agent's separate counsel shall be at the expense\nof the Corporation. The Corporation shall not be entitled to assume the defense\nof any action, suit or proceeding brought by or on behalf of the Corporation or\nas to which Agent shall have made the conclusion provided for in clause (ii)\nabove; and \n\n         (C) the Corporation shall not be liable to indemnify Agent under this\nAgreement for any amounts paid in settlement of any action or claim effected\nwithout its written consent, which shall not be unreasonably withheld. The\nCorporation shall be permitted to settle any action except that it shall not\nsettle any action or claim in any manner which would impose any penalty or\nlimitation on Agent without Agent's written consent, which may be given or\nwithheld in Agent's sole discretion.\n\n      8. EXPENSES. The Corporation shall advance, prior to the final\ndisposition of any proceeding, promptly following request therefor, all expenses\nincurred by Agent in connection with such proceeding upon receipt of an\nundertaking by or on behalf of Agent to repay said amounts if it shall be\ndetermined ultimately that Agent is not entitled to be indemnified under the\nprovisions of this Agreement, the Bylaws, the Code or otherwise.\n\n      9. ENFORCEMENT. Any right to indemnification or advances granted by\nthis Agreement to Agent shall be enforceable by or on behalf of Agent in any\ncourt of competent jurisdiction if (i) the claim for indemnification or advances\nis denied, in whole or in part, or (ii) no disposition of such claim is made\nwithin ninety (90) days of request therefor. Agent, in such enforcement action,\nif successful in whole or in part, shall be entitled to be paid also the expense\nof prosecuting [HIS\/HER] claim. It shall be a defense to any action for which a\nclaim for indemnification is made under Section 3 hereof (other than an action\nbrought to enforce a claim for expenses pursuant to Section 8 hereof, PROVIDED\nTHAT the required undertaking has been tendered to the Corporation) that Agent\nis not entitled to indemnification because of the limitations set forth in\nSection 4 hereof. Neither the failure of the Corporation (including its Board of\nDirectors or its stockholders) to have made a determination prior to the\ncommencement of such enforcement action that indemnification of Agent is proper\nin the circumstances, nor an actual determination by the Corporation (including\nits Board of Directors or its stockholders) that such indemnification is\nimproper shall be a defense to the action or create a presumption that Agent is\nnot entitled to indemnification under this Agreement or otherwise.\n\n      10. SUBROGATION. In the event of payment under this Agreement, the\nCorporation shall be subrogated to the extent of such payment to all of the\nrights of recovery of Agent, who shall execute all documents required and shall\ndo all acts that may be necessary to secure such rights and to enable the\nCorporation effectively to bring suit to enforce such rights.\n\n\n\n\n\n      11. NON-EXCLUSIVITY OF RIGHTS. The rights conferred on Agent by this\nAgreement shall not be exclusive of any other right which Agent may have or\nhereafter acquire under any statute, provision of the Corporation's Certificate\nof Incorporation or Bylaws, agreement, vote of stockholders or directors, or\notherwise, both as to action in [HIS\/HER] official capacity and as to action in\nanother capacity while holding office.\n\n      12. SURVIVAL OF RIGHTS.\n\n         (A) The rights conferred on Agent by this Agreement shall continue\nafter Agent has ceased to be a director, officer, employee or other agent of the\nCorporation or to serve at the request of the Corporation as a director,\nofficer, employee or other agent of another corporation, partnership, joint\nventure, trust, employee benefit plan or other enterprise and shall inure to the\nbenefit of Agent's heirs, executors and administrators.\n\n         (B) The Corporation shall require any successor (whether direct or\nindirect, by purchase, merger, consolidation or otherwise) to all or\nsubstantially all of the business or assets of the Corporation, expressly to\nassume and agree to perform this Agreement in the same manner and to the same\nextent that the Corporation would be required to perform if no such succession\nhad taken place.\n\n      13. SEPARABILITY. Each of the provisions of this Agreement is a\nseparate and distinct agreement and independent of the others, so that if any\nprovision hereof shall be held to be invalid for any reason, such invalidity or\nunenforceability shall not affect the validity or enforceability of the other\nprovisions hereof. Furthermore, if this Agreement shall be invalidated in its\nentirety on any ground, then the Corporation shall nevertheless indemnify Agent\nto the fullest extent provided by the Bylaws, the Code or any other applicable\nlaw.\n\n      14. GOVERNING LAW. This Agreement shall be interpreted and enforced in\naccordance with the laws of the State of Delaware.\n\n      15. AMENDMENT AND TERMINATION. No amendment, modification, termination\nor cancellation of this Agreement shall be effective unless in writing signed by\nboth parties hereto.\n\n      16. IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more\ncounterparts, each of which shall for all purposes be deemed to be an original\nbut all of which together shall constitute but one and the same Agreement. Only\none such counterpart need be produced to evidence the existence of this\nAgreement.\n\n      17. HEADINGS. The headings of the sections of this Agreement are\ninserted for convenience only and shall not be deemed to constitute part of this\nAgreement or to affect the construction hereof.\n\n      18. NOTICES. All notices, requests, demands and other communications\nhereunder shall be in writing and shall be deemed to have been duly given (i)\nupon delivery if delivered by hand to the party to whom such communication was\ndirected or (ii) upon the third business day after the date on which such\ncommunication was mailed if mailed by certified or registered mail with postage\nprepaid:\n\n(A)  If to Agent, at the address indicated on the signature page hereof.\n\n(B)  If to the Corporation, to:\n\n            INVISION TECHNOLOGIES, INC.\n            7151 Gateway Blvd.\n            Newark, CA 94560\n\n\n\n\n\nor to such other address as may have been furnished to Agent by the Corporation.\n\n      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on\nand as of the day and year first above written.\n\n                                             INVISION TECHNOLOGIES, INC,\n\n                                             By:\n                                             --------------------------------\n                                                   Name:\n                                                   Title:\n\n                                             AGENT\n\n                                             --------------------------------\n                                                   Name:\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7912],"corporate_contracts_industries":[9454],"corporate_contracts_types":[9553,9557],"class_list":["post-40832","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-invision-technologies-inc","corporate_contracts_industries-manufacturing__industrial","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\/40832","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=40832"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40832"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40832"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40832"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}