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Indemnity Agreement

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Exhibit 10.1 INDEMNITY AGREEMENT AGREEMENT , dated between Avnet, Inc., a New York corporation (the " Corporation" ) and (" Indemnitee" ). W I T N E S S E T H: WHEREAS , Indemnitee currently serves and performs valuable services for the Corporation as an officer or director of the Corporation or a subsidiary thereof and, as such, may be subject to claims, actions, suits or proceedings arising as a result of such service; and WHEREAS , the Corporation (i) has adopted By-Laws providing for the indemnification and advancement of expenses by the Corporation of any director and officer to the full extent permitted by law, and (ii) the Business Corporation Law of the State of New York (the " State Statute" ) is not exclusive of other rights of indemnification or advancement when authorized by an agreement providing for such rights; and WHEREAS , in order to induce Indemnitee to serve or continue to serve as an officer or director of the Corporation or a subsidiary thereof, the Corporation has determined that it is in its best interest to enter into this agreement; NOW, THEREFORE, the parties hereto agree as follows: FIRST: Indemnification . The Corporation hereby agrees to hold harmless and indemnify Indemnitee, effective as of the date Indemnitee first became a director or officer of the Corporation or a subsidiary thereof, or served in any other capacity of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise at the request of the Corporation or a subsidiary thereof, from and against any and all judgments, fines, amounts paid in settlement and expenses, including attorneys' fees, incurred as a result of or in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative or as a result of or in connection with any appeal therein, whether or not such action, suit or proceeding is by or in the right of the Corporation or any subsidiary thereof to provide a judgment in its favor, including any action, suit or proceeding by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise that the Indemnitee serves in any capacity at the request of the Corporation, to which Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or as a result of or by reason of the fact that Indemnitee is, was or at any time, becomes a director or officer of the Corporation or a subsidiary thereof, or is or was serving or at any time serves such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in any capacity, whether arising out of any breach of Indemnitee' s fiduciary duty, under any state or federal law or otherwise, as a director or officer of the Corporation or subsidiary or as a director, officer, employee or agent of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise if Indemnitee acted in good


faith, for a purpose which Indemnitee reasonably believed to be in or (in the case of service for another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) not opposed to, the best interests of the corporation, and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his or her conduct was unlawful; provided, however, that no indemnity pursuant to this Article FIRST shall be paid by the Corporation (1) except to the extent the aggregate of losses to be indemnified exceeds the amount of such losses for which Indemnitee is actually paid pursuant to any insurance purchased and maintained by the Corporation for the benefit of Indemnitee; (2) if judgment or other final adjudication establishes that the Indemnitee' s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that Indemnitee personally gained in fact a financial profit or other advantage to which Indemnitee was not legally entitled; or (3) if a final judgment by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.The termination of any such civil, criminal, administrative or investigative action, suit or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not act in good faith, for a purpose which Indemnitee reasonably believed to be in or (in the case of service for another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) not opposed to, the best interests on the corporation, or that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. For purposes of this Agreement (i) the Corporation shall be deemed to have requested Indemnitee to serve in a capacity with respect to an employee benefit plan where the performance by Indemnitee of his or her duties to the Corporation or a subsidiary thereof also imposes duties on, or otherwise involves services by, Indemnitee to the plan or participants or beneficiaries of the plan; (ii) excise taxes assessed on Indemnitee with respect to any employee benefit plan pursuant to applicable law shall be considered fines; and (iii) action taken or omitted by Indemnitee with respect to an employee benefit plan in the performance of Indemnitee' s duties for a purpose reasonably believed by Indemnitee to be either in the interest of the Corporation or a subsidiary or in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Corporation. SECOND: Continuation of Indemnity . All agreements and obligations of the Corporation contained herein shall continue during the period Indemnitee shall serve as a director or officer of the Corporation or subsidiary thereof and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether, civil, criminal, administrative or investigative, by reason of the fact that Indemnitee was a director or officer of the Corporation or subsidiary or served at the request of the Corporation in any capacity in any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. THIRD : Determination of Entitlement to Indemnification . Upon written request by Indemnitee for indemnification pursuant to Article FIRST hereof, the entitlement of


Indemnitee to indemnification, to the extent not provided pursuant to the terms of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination: (a) the Board of Directors of the Corporation, acting by a quorum consisting of directors who are not parties to the actio
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