Director & Officer Indemnification Agreement

Exhibit 10.25


ANCHOR GLASS CONTAINER CORPORATION
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT


This Indemnification Agreement ("Agreement") is made as of this 24th day of March, 2005, by and between Anchor Glass Container Corporation, a Delaware corporation (the "Company"), and Carlton Donaway ("Indemnitee").


WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and directors of the Company and to indemnify its officers and directors so as to provide them with the maximum protection permitted by law;


WHEREAS, the Company and Indemnitee recognize the increasing difficulty in obtaining directors' and officers' liability insurance, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance;


WHEREAS, the Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting officers and directors to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited;


WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify its directors and certain of its officers to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified; and


WHEREAS, the Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he or she be so indemnified.


NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and the Indemnitee do hereby covenant and agree as follows:


1. Indemnification.


(a) Third Party Proceedings. Subject to Section 1(c), the Company shall indemnify Indemnitee if Indemnitee is or was a party to any threatened, pending or completed action, suit, arbitration or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he or she is or was, (1) a director, officer, employee or agent of the Company, (2) named in a registration statement filed by the Company under the Securities Act of 1933, as amended (the "Securities Act"), as a person who is about to become a director of the Company, or (3) serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a


manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.


(b) Proceedings by or in the Right of the Company. Subject to Section 1(c), the Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was, (1) a director, officer, employee or agent of the Company, (2) named in a registration statement filed by the Company under the Securities Act as a person who is about to become a director of the Company, or (3) serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.


(c) Authorization. Any indemnification under this Agreement (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1 (a) or (b). Such determination shall be made (a) by a majority vote of the directors who were not parties to such action, suit or proceeding, even though less than a quorum, (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, (c) if there are no such directors, or, if such directors so direct, by independent legal counsel in a written opinion or (d) by the stockholders. To the extent, however, that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith, without the necessity of authorization in the specific case.


2. Expenses; Indemnification Procedure.


(a) Advance of Expenses. Expenses (including reasonable attorneys' fees) incurred by Indemnitee in defending any civil, criminal, administrative or investigative action, suit or proceeding described in Section 1(a) or (b) hereof shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking


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by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized under this Agreement.


(b) Notice/Cooperation By Indemnitee. Indemnitee shall, as a condition precedent to his or her right to be indemnified under this Agreement, give the Company notice in writing as soon as reasonably practicable of any claim made or threatened to be made against Indemnitee for which indemnification is or will be sought under this Agreement. Notice to the Company shall be directed to the Company at the address shown in Section 11 of this Agreement (or such address as the Company shall designate in writing to Indemnitee). In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power.


(c) Procedure. If a claim under Section 1 hereof is not paid in full by the Company within ninety (90) days after a written claim has been received by the Company, or a claim under Section 2(a) hereof for an advancement of expenses is not paid in full by the Company within thirty (30) days after a written claim has been received by the Company, Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to Section 2(a), Indemnitee shall also be entitled to be paid the expense of prosecuting or defending such suit, including any reasonable attorneys' fees. In any suit by the Company to recover an advancement of expenses pursuant to Section 2(a), the Company shall be ent ...