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Indemnification Agreement

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Exhibit 10.1

APRIA HEALTHCARE GROUP INC.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (" Agreement" ) is entered into as of _______, 200_ by and between Apria Healthcare Group Inc., a Delaware corporation (the " Company" ) and ___________________ (the " Indemnitee" ).

WHEREAS, it is of the utmost importance to the Company and its stockholders that the Company be successful in recruiting and retaining directors of the highest quality;

WHEREAS, the number of lawsuits challenging the judgment and actions of directors of Delaware corporations, the costs of defending those lawsuits, and the threat to directors' personal assets have all materially increased in recent years, chilling the willingness of capable women and men to undertake the responsibilities imposed on corporate directors;

WHEREAS, the Company and Indemnitee recognize that plaintiffs often seek damages in such large amounts and the costs of litigation may be so enormous (whether or not the case is meritorious), that the defense and/or settlement of such litigation is often beyond the personal resources of directors;

WHEREAS, the Company believes that it is unfair for its directors to assume the risk of huge judgments and other expenses which may occur in cases in which the director received no personal profit and in cases where the director was not culpable;

WHEREAS, recent federal legislation and rules adopted by the Securities and Exchange Commission and the national securities exchanges have imposed additional disclosure and corporate governance obligations on directors of public companies and have exposed such directors to new and substantially broadened civil liabilities;

WHEREAS, these legislative and regulatory initiatives have also exposed directors of public companies to a significantly greater risk of criminal proceedings, with attendant defense costs and potential criminal fines and penalties;

WHEREAS, the Company recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations and such protection against the costs and uncertainties of litigation and other legal proceedings is a matter of great concern to persons when considering whether to serve as directors and to remain in such positions;

WHEREAS, Section 102(b)(7) of the Delaware General Corporation Law allows a corporation to include in its certificate of incorporation a provision limiting or eliminating the personal liability of a director for monetary damages in respect of claims by shareholders and corporations for breach of certain fiduciary duties, and the Certificate of Incorporation of the Company provides for indemnification of directors to the fullest extent permitted by applicable law;

WHEREAS, Indemnitee is a director of the Company and his/her willingness to serve in such capacity is predicated, in substantial part, upon the Company' s willingness to indemnify him/her in accordance with the principles reflected above, to the fullest extent permitted; and

WHEREAS, to induce and encourage Indemnitee to serve and continue to serve as a director of the Company and to assure that Indemnitee will receive the maximum protection permitted by law against the risks and uncertainties of litigation and other legal proceedings, the Board of Directors of the Company has determined that the following Agreement is reasonable and prudent to promote and ensure the best interests of the Company and its stockholders.

Now, therefore, in consideration of Indemnitee' s continued service as a director or officer of the Company, the parties hereto agree as follows:

1. Definitions . For purposes of this Agreement: (a) " Costs" includes, without limitation, all court or other costs, judgments, penalties, fines, liabilities or amounts paid in settlement by or on behalf of Indemnitee in connection with a Proceeding (as defined below).
(b) " Expenses" includes, without limitation, expenses incurred in connection with the defense or settlement of any and all Proceedings or appeals, attorneys' fees, travel costs, court costs, filing fees, expert and other witness fees and expenses, fees and expenses of accountants and other advisors, retainers and disbursements and advances thereon, the premium, security for, and other costs relating to any bond (including without limitation cost bonds, appeal bonds, appraisal bonds or their equivalents), and any expenses of establishing a right to indemnification hereunder but shall not include the amount of judgments, fines or penalties actually levied against Indemnitee.
(c) " Proceeding" includes, without limitation, any threatened, pending or completed investigation, action, suit or other proceeding, whether brought in the name of the Company or otherwise, against Indemnitee or in which Indemnitee may be (or may have been) otherwise involved, and whether of a civil, criminal, administrative or investigative nature, by reason of the fact that Indemnitee is or was a director, officer, agent or fiduciary of the Company, or is or was serving, at the request of the Company, as a director, officer, agent or fiduciary of any other entity (including, but not limited to, another corporation, partnership, joint venture or trust) or by reason of anything done or not done by Indemnitee in any such capacity, whether or not Indemnitee is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement can be provided under this Agreement.


2. Indemnification . The Company shall indemnify Indemnitee, as set forth herein, to the fullest extent permitted by the Delaware General Corporation law in effect on the date hereof or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment). Notwithstanding the foregoing, no indemnification shall be provided hereunder: (a) to the extent expressly prohibited by law;
(b) with respect to amounts for which payment is actually made to Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, by-law or agreement of the Company or any other company or organization on whose board Indemnitee serves at the request of the Company, except in respect of any indemnity exceeding the payment under such insurance, clause, by-law or agreement; or
(c) in connection with any Proceeding, or part thereof (including claims and counterclaims) initiated by Indemnitee without prior authorization by the Board of Directors of the Company, except a judicial proceeding or arbitration pursuant to Section 8 to enforce rights under this Agreement.


3. Proceedings Other than an Action by or in the Right of the Company . Indemnitee shall be entitled to the indemnification rights provided in this Section if Indemnitee was or is a party, threatened to be made a party or otherwise involved in any Proceeding (other than an action by or in the name of the Company) by reason of the fact that Indemnitee is or was a director, officer, agent or fiduciary of the Company, or is or was serving, at the request of the Company, as a director, officer, agent or fiduciary of any other entity (including, but not limited to, another corporation, partnersh
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