{"id":40833,"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-inc2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indemnity-agreement-invision-technologies-inc2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/indemnity-agreement-invision-technologies-inc2.html","title":{"rendered":"Indemnity Agreement – InVision Technologies Inc."},"content":{"rendered":"
INDEMNITY AGREEMENT<\/b><\/p>\n\n
             THIS\nAGREEMENT<\/b> is\nmade and entered into this ____ day of __________, 2001 by and between INVISION\nTECHNOLOGIES, INC<\/b>., a Delaware corporation (the \u0093Corporation\u0094), and [NAME OF\nINDEMNITEE]<\/b> (\u0093Agent\u0094).<\/font><\/p>\n\n
RECITALS<\/b><\/p>\n\n
             WHEREAS,<\/b> Agent performs a valuable\nservice to the Corporation in __________ capacity as __________ of the\nCorporation;<\/font><\/p>\n\n
             WHEREAS,<\/b> the stockholders of the Corporation have adopted bylaws\n(the \u0093Bylaws\u0094)
\nproviding for the indemnification of the directors, officers, employees and\nother agents of the Corporation, including persons serving at the request of\nthe Corporation in such capacities with other corporations or enterprises, as\nauthorized by the Delaware General Corporation Law, as amended (the \u0093Code\u0094);<\/font><\/p>\n\n
             WHEREAS,<\/b> the Bylaws and the Code, by their non-exclusive nature,\npermit contracts
\nbetween the Corporation and its agents, officers, employees and other agents\nwith respect to
\nindemnification of such persons; and<\/font><\/p>\n\n
             WHEREAS,<\/b> in order to induce Agent to continue to serve as\n__________ of the
\nCorporation, the Corporation has determined and agreed to enter into this\nAgreement with Agent;<\/font><\/p>\n\n
             NOW, THEREFORE,<\/b> in\nconsideration of Agent\u0092s continued service as __________ after the date hereof,\nthe parties hereto agree as follows:<\/font><\/p>\n\n
AGREEMENT<\/b><\/p>\n\n
             1.\nServices to the Corporation.<\/b> Agent will serve, at the will of the Corporation or\nunder separate contract, if any such contract exists, as __________ of the\nCorporation or as a director, officer or other fiduciary of an affiliate of the\nCorporation (including any employee benefit plan of the Corporation) faithfully\nand to the best of [his\/her]<\/b> ability so long as [s\/he]<\/b> is\nduly elected and qualified in accordance with the provisions of the Bylaws or\nother applicable charter documents of the Corporation or such affiliate; provided,\nhowever, <\/i>that Agent may at anytime and for any reason resign from\nsuch position (subject to any contractual obligation that Agent may have\nassumed apart from this Agreement) and that the Corporation or any affiliate\nshall have no obligation under this Agreement to continue Agent in any such\nposition.<\/font><\/p>\n\n
             2.\nIndemnity of Agent.<\/b> The\nCorporation hereby agrees to hold harmless and indemnify Agent to the fullest\nextent authorized or permitted by the provisions of the Bylaws and the Code, as\nthe same may be amended from time to time (but, only to the extent that such\namendment permits the Corporation to provide broader indemnification rights\nthan the Bylaws or the Code permitted prior to adoption of such amendment).2.<\/font><\/p>\n\n
             3.\nAdditional Indemnity.<\/b> In\naddition to and not in limitation of the indemnification otherwise provided for\nherein, and subject only to the exclusions set forth in Section 4 hereof, the\nCorporation hereby further agrees to hold harmless and indemnify Agent:<\/font><\/p>\n\n
\n
(a)       <\/b> against any and all expenses (including attorneys\u0092\nfees), witness fees, damages, judgments, fines and amounts paid in settlement\nand any other amounts that Agent becomes legally obligated to pay because of\nany claim or claims made against or by him in connection with any threatened,\npending or completed action, suit or proceeding, whether civil, criminal,\narbitrational, administrative or investigative (including an action by or in\nthe right of the Corporation) to which Agent is, was or at any time becomes a\nparty, or is threatened to be made a party, by reason of the fact that Agent\nis, was or at any time becomes a director, officer, employee or other agent of\nCorporation, or is or was serving or at any time serves at the request of the\nCorporation as a director, officer, employee or other agent of another\ncorporation, partnership, joint venture, trust, employee benefit plan or other\nenterprise; and<\/font><\/p>\n<\/dir>\n\n
\n
(b)      <\/b> otherwise to the fullest extent as may be provided to\nAgent by the
\nCorporation under the non-exclusivity provisions of the Code and Section 41 of\nthe Bylaws.<\/font><\/p>\n<\/dir>\n\n
             4.\nLimitations on Additional Indemnity.<\/b> No indemnity pursuant to Section 3
\nhereof shall be paid by the Corporation:<\/font><\/p>\n\n
\n
(a)       <\/b> on account of any claim against Agent solely for an\naccounting of profits made from the purchase or sale by Agent of securities of\nthe Corporation 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;<\/font><\/p>\n<\/dir>\n\n
\n
(b)      <\/b> on account of Agent\u0092s conduct that is established by a\nfinal judgment as knowingly fraudulent or deliberately dishonest or that\nconstituted willful misconduct;<\/font><\/p>\n<\/dir>\n\n
\n
(c)       <\/b> on account of Agent\u0092s conduct that is established by a\nfinal judgment as constituting a breach of Agent\u0092s duty of loyalty to the Corporation\nor resulting in any personal profit or advantage to which Agent was not legally\nentitled;<\/font><\/p>\n<\/dir>\n\n
\n
(d)      <\/b> for which payment is actually made to Agent under a\nvalid and collectible insurance policy or under a valid and enforceable\nindemnity clause, bylaw or agreement, except in respect of any excess beyond\npayment under such insurance, clause, bylaw or agreement;<\/font><\/p>\n<\/dir>\n\n
\n
(e)       <\/b> if indemnification is not lawful (and, in this respect,\nboth the Corporation and Agent have been advised that the Securities and\nExchange Commission believes that indemnification for liabilities arising under\nthe federal securities laws is against public policy and is, therefore,\nunenforceable and that claims for indemnification should be submitted to\nappropriate courts for adjudication); or<\/font><\/p>\n<\/dir>\n\n
\n
(f)       <\/b> in connection with any proceeding (or part thereof)\ninitiated by Agent, or any proceeding by Agent against the Corporation or its\ndirectors, officers, employees or other agents, unless (i) such indemnification\nis expressly required to be made by law, (ii) the proceeding was authorized by\nthe Board of Directors of the Corporation, (iii) such indemnification is\nprovided by the Corporation, in its sole discretion, pursuant to the powers\nvested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant\nto Section 9 hereof.<\/font><\/p>\n<\/dir>\n\n
             5.\nContinuation of Indemnity.<\/b> All\nagreements and obligations of the Corporation contained herein shall continue\nduring the period Agent is a director, officer, employee or other agent of the\nCorporation (or is or was serving at the request of the Corporation as a\ndirector, officer, employee or other agent of another corporation, partnership,\njoint venture, trust, employee benefit plan or other enterprise) and shall\ncontinue thereafter so long as Agent shall be subject to any possible claim or\nthreatened, pending or completed action, suit or proceeding, whether civil,\ncriminal, arbitrational, administrative or investigative, by reason of the fact\nthat Agent was serving in the capacity referred to herein.<\/font><\/p>\n\n
             6.\nPartial Indemnification.<\/b> Agent\nshall be entitled under this Agreement to indemnification by the Corporation\nfor a portion of the expenses (including attorneys\u0092 fees), witness fees,\ndamages, judgments, fines and amounts paid in settlement and any other amounts\nthat Agent becomes legally obligated to pay in connection with any action, suit\nor proceeding referred to in Section 3 hereof even if not entitled hereunder to\nindemnification for the total amount thereof, and the Corporation shall\nindemnify Agent for the portion thereof to which Agent is entitled.<\/font><\/p>\n\n\n\n\n
             7. Notification and Defense of Claim.<\/b> Not later than thirty (30) days after receipt by Agent\nof notice of the commencement of any action, suit or proceeding, Agent will, if\na claim in respect thereof is to be made against the Corporation under this\nAgreement, notify the Corporation of the commencement thereof; but the omission\nso to notify the Corporation will not relieve it from any liability which it\nmay have to Agent otherwise than under this Agreement. With respect to any such\naction, suit or proceeding as to which Agent notifies the Corporation of the\ncommencement thereof:<\/font><\/p>\n\n
\n
(a)       <\/b> the Corporation will be entitled to participate therein\nat its own expense;<\/font><\/p>\n<\/dir>\n\n
\n
(b)      <\/b> except as otherwise provided below, the Corporation may,\nat its option and jointly with any other indemnifying party similarly notified\nand electing 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\nfees and expenses of such counsel incurred after notice from the Corporation of\nits assumption 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\nthe conduct of the defense of such action or (iii) the Corporation shall not in\nfact have employed counsel to assume the defense of such action, in each of\nwhich cases the fees and expenses of Agent\u0092s separate counsel shall be at the\nexpense of the Corporation. The Corporation shall not be entitled to assume the\ndefense of any action, suit or proceeding brought by or on behalf of the\nCorporation or as to which Agent shall have made the conclusion provided for in\nclause (ii) above; and<\/font><\/p>\n<\/dir>\n\n
\n
(c)       <\/b> the Corporation shall not be liable to indemnify Agent\nunder this Agreement for any amounts paid in settlement of any action or claim\neffected without its written consent, which shall not be unreasonably withheld.\nThe Corporation 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\u0092s written consent, which may be given or\nwithheld in Agent\u0092s sole discretion.<\/font><\/p>\n<\/dir>\n\n
             8.\nExpenses.<\/b> The\nCorporation shall advance, prior to the final disposition of any proceeding,\npromptly following request therefor, all expenses incurred by Agent in\nconnection with such proceeding upon receipt of an undertaking by or on behalf\nof Agent to repay said amounts if it shall be determined ultimately that Agent\nis not entitled to be indemnified under the provisions of this Agreement, the\nBylaws, the Code or otherwise.<\/font><\/p>\n\n
             9.\nEnforcement.<\/b> Any\nright to indemnification or advances granted by this Agreement to Agent shall\nbe enforceable by or on behalf of Agent in any court of competent jurisdiction\nif (i) the claim for indemnification or advances is denied, in whole or in\npart, or (ii) no disposition of such claim is made within ninety (90) days of\nrequest therefor. Agent, in such enforcement action, if successful in whole or\nin part, shall be entitled to be paid also the expense of prosecuting [his\/her]<\/b> claim.\nIt shall be a defense to any action for which a claim for indemnification is\nmade under Section 3 hereof (other than an action brought to enforce a claim\nfor expenses pursuant to Section 8 hereof, provided that <\/i>the required undertaking has\nbeen tendered to the Corporation) that Agent is not entitled to indemnification\nbecause of the limitations set forth in Section 4 hereof. Neither the failure\nof the Corporation (including its Board of Directors or its stockholders) to\nhave made a determination prior to the commencement of such enforcement action\nthat indemnification of Agent is proper in the circumstances, nor an actual\ndetermination by the Corporation (including its Board of Directors or its\nstockholders) that such indemnification is improper shall be a defense to the\naction or create a presumption that Agent is not entitled to indemnification\nunder this Agreement or otherwise.<\/font><\/p>\n\n
             10.\nSubrogation.<\/b> In\nthe event of payment under this Agreement, the Corporation shall be subrogated\nto the extent of such payment to all of the rights of recovery of Agent, who\nshall execute all documents required and shall do all acts that may be\nnecessary to secure such rights and to enable the Corporation effectively to\nbring suit to enforce such rights.<\/font><\/p>\n\n\n\n\n
             11. Non-Exclusivity of Rights.<\/b> The rights conferred on Agent by this Agreement shall\nnot be exclusive of any other right which Agent may have or hereafter acquire\nunder any statute, provision of the Corporation\u0092s Certificate of Incorporation\nor Bylaws, agreement, vote of stockholders or directors, or otherwise, both as\nto action in [his\/her]<\/b> official capacity and as to action in another\ncapacity while holding office.<\/font><\/p>\n\n
             12.\nSurvival of Rights.<\/b><\/font><\/p>\n\n
\n
(a)       <\/b> The rights conferred on Agent by this Agreement shall\ncontinue after Agent has ceased to be a director, officer, employee or other\nagent of the Corporation or to serve at the request of the Corporation as a\ndirector, officer, employee or other agent of another corporation, partnership,\njoint venture, trust, employee benefit plan or other enterprise and shall inure\nto the benefit of Agent\u0092s heirs, executors and administrators.<\/font><\/p>\n<\/dir>\n\n
\n
(b)      <\/b> The Corporation shall require any successor (whether\ndirect or indirect, 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.<\/font><\/p>\n<\/dir>\n\n
             13.\nSeparability.<\/b> Each\nof the provisions of this Agreement is a separate and distinct agreement and\nindependent of the others, so that if any provision hereof shall be held to be\ninvalid for any reason, such invalidity or unenforceability shall not affect\nthe validity or enforceability of the other provisions hereof. Furthermore, if\nthis Agreement shall be invalidated in its entirety on any ground, then the\nCorporation shall nevertheless indemnify Agent to the fullest extent provided\nby the Bylaws, the Code or any other applicable law.<\/font><\/p>\n\n
             14.\nGoverning Law.<\/b> This\nAgreement shall be interpreted and enforced in accordance
\nwith the laws of the State of Delaware.<\/font><\/p>\n\n
             15.\nAmendment and Termination.<\/b> No\namendment, modification, termination or
\ncancellation of this Agreement shall be effective unless in writing signed by\nboth parties hereto.<\/font><\/p>\n\n
             16.\nIdentical Counterparts.<\/b> This\nAgreement may be executed in one or more counterparts, each of which shall for\nall purposes be deemed to be an original but all of which together shall\nconstitute but one and the same Agreement. Only one such counterpart need be\nproduced to evidence the existence of this Agreement.<\/font><\/p>\n\n
             17.\nHeadings.<\/b> The\nheadings of the sections of this Agreement are inserted for convenience only\nand shall not be deemed to constitute part of this Agreement or to affect the\nconstruction hereof.<\/font><\/p>\n\n
             18.\nNotices.<\/b> All\nnotices, requests, demands and other communications hereunder shall be in\nwriting and shall be deemed to have been duly given (i) upon delivery if\ndelivered by hand to the party to whom such communication was directed or (ii)\nupon the third business day after the date on which such communication was\nmailed if mailed by certified or registered mail with postage prepaid:<\/font><\/p>\n\n
\n
(a)       <\/b> If to Agent, at the address indicated on the signature\npage hereof.<\/font><\/p>\n<\/dir>\n\n\n\n\n
\n
(b)       <\/b> If to the Corporation, to:<\/font><\/p>\n<\/dir>\n\n\n
INVISION<\/b>\nTECHNOLOGIES, INC.
\n<\/b>7151 Gateway Blvd.
\nNewark, CA 94560<\/font><\/p>\n\n\n
or to such other\naddress as may have been furnished to Agent by the Corporation.<\/font><\/p>\n\n
             IN\nWITNESS WHEREOF,<\/b> the\nparties hereto have executed this Agreement on and as of the day and year first\nabove written.<\/font><\/p>\n\n
 <\/font><\/p>\n\n\n \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  
 <\/td>\n  INVISION TECHNOLOGIES, INC,<\/b><\/font><\/td>\n <\/tr>\n 
 <\/td>\n   <\/td>\n <\/tr>\n 
 <\/td>\n  By:______________________________<\/font><\/td>\n <\/tr>\n 
 <\/td>\n               Name:<\/font><\/td>\n <\/tr>\n 
 <\/td>\n               Title:<\/font><\/td>\n <\/tr>\n 
 <\/td>\n   <\/td>\n <\/tr>\n 
 <\/td>\n  AGENT<\/b><\/font><\/td>\n <\/tr>\n 
 <\/td>\n   <\/td>\n <\/tr>\n 
 <\/td>\n  _________________________________<\/b><\/font><\/td>\n <\/tr>\n 
 <\/td>\n  Name:<\/font><\/td>\n <\/tr>\n<\/table>\n\n\n\n\n<\/didir><\/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-40833","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\/40833","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=40833"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40833"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40833"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40833"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}