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Form of Non-executive Director Indemnification Agreement

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Exhibit 10.1 AGREEMENT This Agreement is made this 29th day of October, 2008, between Genesco Inc., a Tennessee corporation (the " Company" ), and _______________, a director of the Company (the " Director" ). WHEREAS, the Company and the Director are aware of the increased exposure to litigation by directors of publicly-owned companies in the course of exercising their duties; WHEREAS, the Company and the Director are also aware of conditions in the insurance industry that have affected the Company' s ability to obtain adequate directors' and officers' liability insurance coverage on an economically acceptable basis; WHEREAS, the Company desires to continue to benefit from the services of highly-qualified and experienced persons such as the Director; WHEREAS, the Director desires to serve the Company as a director for so long as the Company is able to provide on an acceptable basis adequate and reliable indemnification against certain liabilities and expenses which may be incurred by the Director in connection with such service; WHEREAS, the Tennessee Business Corporation Act (the " Act" ) and the charter and bylaws of the Company provide for the indemnification of directors under certain circumstances; WHEREAS, the Company and the Director recognize the potential inadequacy of the protection available to directors under the Act, the Company' s charter, bylaws and directors' and officers' liability insurance; and WHEREAS, the Act, charter and bylaws specifically provide that the indemnification provided thereunder is not exclusive and contemplate that indemnification agreements may be entered into between the Company and its directors; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereby agree as follows: Section 1. Service by Director . The Director agrees to continue to serve as a director of the Company, provided that (i) the Director may resign at any time in the event of any change in his or the Company' s circumstances which would in his sole judgment make his resignation advisable and (ii) this Agreement shall not give the Director the right to be nominated or elected as a director of the Company or affect the right of shareholders to remove him or the rights of the Company or shareholders to seek judicial removal of the Director. Section 2. Indemnification . To the maximum extent permitted by law, subject to the limitations contained in Section 4 or otherwise in this Agreement, the Company shall indemnify the Director against any Liability or Expense incurred in a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, except that the Company shall not be required to indemnify the Director for any Liability or Expenses incurred in a Proceeding initiated by or on behalf of the Director or to which the Director voluntarily becomes a party unless (i) the Company has joined in or the board of directors has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce indemnification rights;


or (iii) the Proceeding is instituted after a Change in Control. If the Director is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Liability or Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Director for the portion thereof to which the Director is entitled. Notwithstanding any other provision of this Agreement, to the extent that the Director has been successful on the merits in defense of any Proceeding relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, the Director shall be indemnified against all Liabilities and Expenses actually and reasonably incurred by the Director or on the Director' s behalf in connection therewith. Section 3. Expense Advances . If so requested by the Director, the Company shall advance the reasonable Expenses incurred by the Director in a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, except that the Company shall not be required to advance Expenses to the Director for any Expenses incurred in a Proceeding initiated by or on behalf of the Director or to which the Director voluntarily becomes a party unless (i) the Company has joined in or the board of directors has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce indemnification rights; or (iii) the Proceeding is instituted after a Change in Control. Expense advancements shall be provided within thirty (30) calendar days of the Director furnishing the Company a request of such advance or advances, and: (a) a written affirmation, personally signed by or on behalf of the Director, of his good faith belief that he is not liable for (i) a breach of his duty of loyalty to the Company or its shareholders, (ii) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) any unlawful distributions to the Company' s shareholders and that he is entitled to advancement of Expenses under the terms of this Agreement; and (b) a written opinion of counsel for the Director in the Proceeding to the effect that, based on the facts known to such counsel, it is reasonably possible that the Director will not be found liable contrary to his affirmation; and (c) a written undertaking (in the form of an unlimited general obligation of the Director, which need not be secured), personally signed by or on behalf of the Director to repay any advances, if a judgment or final adjudication adverse to the Director establishes his liability contrary to his affirmation. Such advances are deemed to be an obligation of the Company to the Director hereunder and shall in no event be deemed a personal loan. Section 4. Limitations on Indemnification . No indemnification pursuant to this Agreement may be made (a) in advance of a final disposition of the Proceeding for which indemnification is sought, (b) for any Liability or Expenses for which the Director has been reimbursed by insurance or otherwise or (c) if a judgment or other final adjudication adverse to the Director establishes his liability for (i) a breach of his duty of loyalty to the Company or its shareholders, (ii) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) any unlawful distributions to the Company' s shareholders or (iv) profits made from the purchase or sale by the Director of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar provisions of any federal or state statutes or regulations. A settlement without the Company' s prior written consent shall not be deemed a final disposition, and no indemnification for any amount paid in such a settlement may be made under this Agreement. Section 5. Non-Exclusive Rights . The Director' s rights to indemnification and advancement of expenses under this Agreement are intended to be cumulative and not exclusive of other rights to which the Director may be entitled under any insurance policy, the Act, the charter or bylaws of the Company or a resolution of shareholders or directors providing for indemnification. The Director' s right to indemnification as provided in Sections 2 and 3 of this Agreement are intended to be greater than those which are otherwise provided for in the Act and in excess of those provided in the Company' s

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charter and bylaws, notwithstanding the Director' s failure to meet the standard of conduct required for permissive indemnification under the Act. Section 6. Liability Insurance . The Company currently has in force policies of directors' and officers' liability insurance (" Liability Insurance" ). The Company agrees to furnish to the Director copies of such Liability Insurance policies upon his request. The Company further agrees that, so long as the Director shall continue to serve as a director of the Company, the Company will, subject to the limitations set forth below, endeavor to purchase and maintain in force for the benefit of the Director one or more policies of Liability Insurance providing coverage at least comparable to that provided under the policies currently in force and in no event less than that provided for the benefit of any other director. The Company shall not be required to maintain such Liability Insurance in force if, in the sole judgment of the board of directors of the Company serving at the time such judgment is made, Liability Insurance is not reasonably available, the cost of such insurance is disproportionate to the amount of the coverage or such insurance is so limited that ther
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