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Form of Director Indemnification Agreement

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Exhibit 10.1 FORM OF DIRECTOR INDEMNIFICATION AGREEMENT This AGREEMENT (the " Agreement" ) effective as of July __, 2006 (the " Effective Date" ), between PolyMedica Corporation, a Massachusetts corporation (the " Company" ), and _______________. (the " Indemnitee" ). WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; and WHEREAS, the Indemnitee is a director or officer of the Company; and WHEREAS, both the Company and the Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today' s environment; and WHEREAS, as of the Effective Date the Company is subject to the provisions of the new Massachusetts Business Corporation Act (the " Act" ); and WHEREAS, in recognition of the Indemnitee' s need for substantial protection against personal liability in order to enhance the Indemnitee' s continued service to the Company in an effective manner, and in part to provide the Indemnitee with specific contractual assurance that all protections permitted by the Act will be available to the Indemnitee, the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to the Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in this Agreement; and WHEREAS, the Board of Directors of the Company wishes to provide the Indemnitee with rights to indemnification to the fullest extent permitted by the Act and as set forth in this Agreement and has approved this Agreement for the purposes of the Act, including for the purpose of obligating the Company in advance of any act or omission giving rise to a proceeding to provide indemnification; NOW, THEREFORE, in consideration of the premises and of the Indemnitee continuing to serve the Company directly or, at its request, another enterprise, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Basic Indemnification Arrangement . (a) The Company shall indemnify the Indemnitee against all Expenses (as defined below) and liabilities, including amounts paid in satisfaction of judgments, in compromise or settlement, or as fines and penalties (" Liabilities" ), paid or incurred by the Indemnitee in connection with any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal (a " Proceeding" ), in which the Indemnitee may be involved as, or with which the Indemnitee was, is or is threatened to be made, while in office or thereafter, a defendant or respondent, by reason of the Indemnitee' s (i) being or having been a director of the Company or (ii) while a director of the Company, serving or having


served, at the request of the Company, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other entity, provided Indemnitee (A)(x) conducted himself in good faith, (y) reasonably believed that his conduct was in the best interests of the Company or was at least not opposed to the best interest of the Company, and (z) in the case of a criminal proceeding, had no reasonable cause to believe his conduct was unlawful, or (B) engaged in conduct for which he shall not be liable under the Company' s Articles of Organization, as amended from time to time, as authorized by Section 2.02(b)(4) of the Act or any successor provision to such Section. As used herein, " Expenses" shall mean and include attorneys' fees, retainers, court costs, transcript costs, fees of experts, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery services fees and any other disbursements or expenses in each case reasonably incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any Proceeding. (b) If so requested by the Indemnitee, the Company shall advance (within five business days of such request) any and all Expenses to the Indemnitee (an " Expense Advance" ) upon receipt by the Company of (i) a written affirmation of the Indemnitee' s good faith belief that he has met the standard of conduct described in Section 1(a) hereof or in the Act or any successor provision of Massachusetts law or that the proceeding involves conduct for which liability has been eliminated under a provision of the Company' s Articles of Organization, as amended from time to time, as authorized by the Act or any successor provision of Massachusetts law, and (ii) a written undertaking by the Indemnitee to repay the Expense Advance if
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