Agreement#: AG-368833
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Form of Indemnification Agreement

Effective Date: April 11, 2006
Parties:

Albany International

Sectors: Consumer Products (Non-Durables)
Exhibit 10(t)


INDEMNIFICATION AGREEMENT


AGREEMENT, dated as of April 11, 2006 by and between Albany International Corp. (hereinafter "the Company") and _____________________________ (hereinafter "Indemnitee").


Whereas, it is in the best interests of the Company and its stockholders that the Company be able to attract and retain highly qualified individuals as members of its Board of Directors;


Whereas, such highly qualified individuals may be reluctant to serve as directors because of the substantial personal financial risks resulting from the increasingly complex legal environment, the greater frequency of litigation against directors, the heavy financial burden of defense against such litigation and the uncertainties of the outcome of any such litigation;


Whereas, the Company is permitted under applicable law and the By Laws of the Company to enter into agreements indemnifying directors against personal liabilities resulting from litigation;


Whereas, Indemnitee is, or is about to become, a member of the Board of Directors of the Company;


Whereas, the Company desires to protect Indemnitee, to the fullest extent not prohibited by law, from personal liabilities arising as a result of service as a director of the Company and Indemnitee is desirous of such protection;


Now, therefore, to induce Indemnitee to become and/or remain a director of the Company, the Company and Indemnitee hereby agree as follows:


Section 1. Indemnification of Indemnitee Except to the extent prohibited by law, the Company shall indemnify Indemnitee as follows:


(a) Proceedings Other Than Proceedings by or in the Right of the Company. If Indemnitee heretofore was, now is, or hereafter becomes, or heretofore was, now is or hereafter is threatened to be made, a party to any threatened, pending or completed Proceeding, other than a Proceeding by or in the right of the Company, by reason of the Indemnitee's Corporate Status, the Company shall indemnify Indemnitee against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with such Proceeding if, and to the extent that, a Final Determination is made pursuant hereto, that Indemnitee is entitled thereto.


(b) Proceedings By or in the Right of the Company. If Indemnitee heretofore was, now is or hereafter becomes, or heretofore was, now is or hereafter is threatened to be made, a party to any threatened, pending or completed Proceeding by or in the right of the Company, by reason of Indemnitee's Corporate Position, the Company shall indemnify Indemnitee against all Expenses actually


and reasonably incurred by Indemnitee in connection with such Proceeding if, and to the extent that, a Final Determination is made pursuant hereto that Indemnitee is entitled thereto.


(c) Involvement Other Than As a Party. If, by reason of his/her Corporate Status, Indemnitee heretofore was, now is or hereafter becomes, or heretofore was, now is, or hereafter is threatened to be made, a witness or other participant of any kind, other than a party, in any threatened, pending or completed Proceeding, the Company shall, upon request, indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding if, and to the extent that, a Final Determination is made pursuant hereto that Indemnitee is entitled thereto.


(d) Advancement of Expenses Prior to Final Determination. Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding with respect to which indemnification is provided in Section 1(a), 1(b) or 1(c) hereof shall be advanced by the Company promptly after receipt of (i) a written request from Indemnitee for such an advancement of Expenses accompanied by written information in reasonable detail describing such Proceeding and Indemnitee's involvement therein and evidencing the Expenses for which such advancement is requested and (ii) an undertaking by or on behalf of Indemnitee to repay the Expenses so advanced if the Final Determination made pursuant hereto following Final Disposition of the Proceeding concludes that Indemnitee is not entitled to be indemnified hereunder with respect to such Expenses . Such undertaking shall not be secured and the amounts required to be repaid shall bear no interest. Within 10 days after receipt of a request for an advancement of Expenses and an undertaking to repay pursuant to this Section 1(d), the Company shall pay the requested amount to Indemnitee.


Section 2. Determination of Entitlement


(a) Requests for Indemnification. Requests for indemnification made pursuant to any provision of this Agreement, other than requests for an advancement of Expenses pursuant to Section 1(d) hereof, shall be made by Indemnitee in writing and shall be accompanied by written information in reasonable detail evidencing the Expenses, judgments, fines or amounts paid in settlement for which indemnification is requested. Such request shall also specify by which of the Determining Parties Indemnitee elects to have a Determination of Entitlement made with respect to such request, viz:


(i) the Disinterested Directors;


(ii) Independent Counsel; or


(iii) Arbitration


(b) Requests for Repayment of Advancements. Subsequent to the Final Disposition of any Proceeding with respect to which Expenses have been advanced pursuant to Section 1(d) hereof, the Company may notify Indemnitee, in writing, that it desires to have a Determination of Entitlement made with respect to advancements of Expenses made by the Company pursuant to Section 1(d) hereof in connection with such Proceeding. Such notice shall be in writing and shall specify in reasonable detail the reasons for such request, which may include any claim that an advance was, in whole or part, not actually and reasonably incurred. If no such notice is given by the Company within 90 days after the Company receives a written notice from Indemnitee that Indemnitee considers that Final


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Disposition of a Proceeding has occurred, the Company shall be conclusively deemed to have made a Final Determination that Indemnitee was entitled to indemnification for all Expenses for which advances were made in connection with such Proceeding. Within 10 days after receipt by Indemnitee of a notice that the Company desires to have a Determination of Entitlement made with respect to advances, Indemnitee shall notify the Company, in writing, as to which Determining Party specified in Section 2(a) hereof the Indemnitee elects for such Determination of Entitlement.


(c) Determinations of Entitlement - Procedure.


(i) (A) If Indemnitee requests that a Determination of
Entitlement be made by a majority of the Disinterested Directors,
such determination shall be made within 90 days after receipt by the
Company of such request. The Disinterested Directors may, however,
decline to make a Determination of Entitlement by giving written
notice thereof within 10 days after receipt of such request. The
Disinterested Directors shall not be required to state any reason
for such declination and no inference as to entitlement shall be
drawn therefrom. If the Disinterested Directors decline to make such
a determination, Indemnitee shall, within 10 days after receipt of
notice thereof, designate, by written notice to the Company, another
Determining Party. If the Disinterested Directors agree to make the
determination, they shall provide the Company and Indemnitee with a
written Determination of Entitlement specifying the indemnification
to which Indemnitee is entitled and the basis for the determination.
If, after agreeing to do so, the Disinterested Directors shall fail
for any reason to make a Determination of Entitlement within such
period of 90 days, they shall be conclusively deemed to have made a
Final Determination that Indemnitee is entitled to indemnification
for all of the Expenses, judgments, fines and/or amounts paid in
settlement as to which the Determination of Entitlement was
requested. If the Disinterested Directors determine that Indemnitee
is entitled to indemnification with respect to one or more claims,
issues or matters in the Proceeding as to which indemnification is
sought, such determination shall be a Final Determination with
respect to such claims, issues or matters.


(B) If the Disinterested Directors determine that
Indemnitee is not entitled to the requested indemnification with
respect to one or more claims, issues or matters in such Proceeding,
Indemnitee may, by written notice to the Company given within 10
days after receipt of the Determination of Entitlement of the
Disinterested Directors, elect to have a further Determination of
Entitlement made with respect to such claims, issues or matters by
either (A) Independent Counsel or (B) Arbitration, as Indemnitee
shall specify in such notice. Such further determination shall be
made de novo, and in the making of such further determination no
weight whatsoever shall be given to the previous determination. If
Indemnitee does not elect to have such a further Determination of
Entitlement made, the Determination of the Disinterested Directors
shall be a Final Determination with respect to all amounts for which
indemnification was sought through such determination.


(ii) (A) If Indemnitee requests that a Determination of
Entitlement be made by Independent Counsel, initially, as a further
determination or, because the Disinterested Directors have declined
to make a determination, Indemnitee shall, in such request specify
the names and addresses of two attorneys proposed as Independent
Counsel, and shall accompany such request with a written consent
from each attorney so named to serve as


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Independent Counsel if selected. Within 10 days after receipt of
such request and consents, the Company shall give written notice to
Indemnitee either (X) selecting one of such attorneys to serve as
Independent Counsel or (Y) objecting to both such attorneys on the
ground that they do not meet the requirements set forth in the
definition of `Independent Counsel" in Section 16 hereof and
providing, in reasonable detail, the facts forming the basis for
such objections. If such a notice of objections is given, Indemnitee
shall, by written notice given to the Company within 10 days after
receipt of such notice, either (X) specify, by written notice to the
Company, the names and addresses of two other attorneys proposed as
Independent Counsel or (Y) elect, by written notice to the Company,
to have the validity of the Company's objections determined by
Arbitration. If Indemnitee proposes two other attorneys as
Independent Counsel, the Company shall, in the same manner, either
accept one of such attorneys or object to both, and Indemnitee shall
have the same options with respect to the Company's response. If the
Company objects to both of the attorneys next proposed as
Independent Counsel by Indemnitee, the validity of the Company's
objections shall be determined by Arbitration. If the Company's
objections to both of the attorneys proposed as Independent Counsel
by Indemnitee are determined by Arbitration not to be valid,
Indemnitee shall by written notice to the Company, select one of
such persons to so serve. If the Company's objection to only one of
the attorneys so proposed is held to be valid, the other attorney so
proposed shall serve as Independent Counsel. If the Company's
objections to both of the attorneys so proposed are determined by
Arbitration to be valid, Independent Counsel shall be selected by
decision of the arbitrators in the Arbitration. The Independent
Counsel shall provide the Company and Indemnitee with a written
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Agreement#: AG-368833
Pages: 20 pages
Format: MS Word MS Word Compatible
Price: $35.00
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