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Indemnification Agreement

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INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the " Agreement" ) is made and entered into this day of , 200 between Nu Skin Enterprises, Inc., a Delaware corporation (" Corporation" ), and (" Indemnitee" ). RECITALS:

A. WHEREAS, Indemnitee, an officer or a member of the Board of Directors of Corporation, performs a valuable service in such capacity for Corporation; and

B. WHEREAS, the directors of Corporation have adopted Bylaws (the " Bylaws" ) providing for the indemnification of the officers, directors, agents and employees of Corporation to the maximum extent authorized by Section 145 of the Delaware General Corporation Law, as amended (the " DGCL" ); and

C. WHEREAS, the Bylaws and the DGCL, by their non-exclusive nature, permit contracts between Corporation and the members of its Board of Directors and officers with respect to indemnification of such directors and officers; and

D. WHEREAS, in accordance with the authorization as provided by the DCGL, Corporation has purchased or may purchase a policy or policies of Directors and Officers Liability Insurance (" D & O Insurance" ), covering certain liabilities that may be incurred by its directors and officers in their performance as directors and officers of Corporation; and

E. WHEREAS, as a result of developments affecting the terms, scope and availability of D & O Insurance there exists general uncertainty as to the extent of protection afforded members of the Board of Directors and officers by such D & O Insurance and by statuary and bylaw indemnification provisions; and

F. WHEREAS, in order to induce Indemnitee to serve as a member of the Board of Directors or as an officer of Corporation, Corporation has determined and agreed to enter into this Agreement with Indemnitee;

NOW, THEREFORE, in consideration of Indemnitee' s service as a director or officer of Corporation after the date hereof, the parties hereto agree as follows:

1. Indemnity of Indemnitee . Corporation hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent authorized or permitted by the provisions of the DGCL, as the same may be amended from time to time (but, in case of any such amendment, only to the extent that such amendment permits Corporation to provide broader indemnification rights than the law permitted Corporation to provide prior to the amendment).


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2. Additional Indemnity . Subject only to the exclusions set forth in Section 3 hereof, Corporation hereby further agrees to hold harmless and indemnify Indemnitee:

(a) against any and all expenses (including attorneys' fees), witness fees, judgments, fines, penalties, and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, administrative or investigative (other than an action by or in the right of Corporation) (" Indemnifiable Liabilities Against Third Party Suits" ) to which Indemnitee is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Indemnitee is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and

(b) against expenses (including attorneys' fees) actually and reasonably incurred by Indemnitee in connection with the defense or settlement of any threatened, pending or completed action or suit by or in the right of Corporation (together with Indemnifiable Liabilities Against Third Party Suits, " Indemnifiable Liabilities" ) to procure a judgment in its favor by reason of the fact that Indemnitee is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to Corporation unless and only to the extent that the Court of Chancery of the State of Delaware 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, such person is fairly and reasonably entitled to indemnity for such expenses that the Court of Chancery or such other court shall deem proper.

(c) otherwise to the fullest extent as may be provided to Indemnitee by Corporation under the non-exclusivity provisions of Article 5 of the Bylaws of Corporation and the DGCL.

3. Limitations on Additional Indemnity . No indemnity pursuant to Section 2 hereof shall be paid by Corporation:

(a) except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of such losses for which Indemnitee is indemnified pursuant to Section 1 hereof or pursuant to any D & O Insurance purchased and maintained by Corporation;

(b) in respect to remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law;


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(c) on account of any suit in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the " Exchange Act" ), or similar provisions of any federal, state or local statutory law;

(d) on account of Indemnitee' s conduct that is finally adjudged to have been knowingly fraudulent or deliberately dishonest, or to constitute willful misconduct;

(e) on account of Indemnitee' s conduct that is the subject of an action, suit or proceeding described in Section 8(c)(ii) hereof;

(f) on account of any action, claim or proceeding (other than a proceeding referred to in Section 10(b) hereof) initiated by Indemnitee unless such action, claim or proceeding was authorized in the specific case by action of the Board of Directors; and

(g) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful (and, in this respect, both Corporation and Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication).

4. Change in Control.

(a) The Corporation agrees that if there is a Change in Control of the Corporation (other than a Change in Control which has been approved by a majority of the Corporation' s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to payments of Indemnifiable Liabilities under this
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