Exhibit 10.2
AGREEMENT
THIS AGREEMENT
is entered into, effective as of
, between DOMINION RESOURCES, INC., a Virginia corporation (the
“Company”), and
(the “Indemnitee”).
WHEREAS , it is essential to the Company to retain and
attract highly qualified persons as directors and
officers;
WHEREAS , the Indemnitee is a director or officer of the
Company;
WHEREAS, the Company’s restated Articles of
Incorporation, as amended (the “Articles of
Incorporation”), set forth the general indemnification
provisions applicable to directors and officers of the
Company;
WHEREAS, both the Company and the Indemnitee recognize
the increased risk of litigation and other legal proceedings
currently facing directors and officers of corporations, the
related exposure of directors and officers to liability for
expenses associated with such litigation and other legal
proceedings, and the desirability for mandatory advancement of such
expenses, subject to certain conditions; and
WHEREAS , in recognition that it is in the best interest
of the Company to provide protection against personal liability for
expenses in such circumstances in order to enhance the
Indemnitee’s continued and effective service to the Company,
and to induce the Indemnitee to provide continued services to the
Company as a director or officer, the Company wishes to provide in
this Agreement for the mandatory advancement of reasonable expenses
to the Indemnitee in such circumstances, as permitted by Sections
13.1-697, 13.1-702 and 13.1-704 of the Virginia Stock Corporation
Act (“VSCA”) and Article VI, Section 2 of the
Company’s Articles of Incorporation, and as set forth in this
Agreement.
NOW, THEREFORE,
in consideration of the above
premises and mutual covenants recited herein, the parties agree as
follows:
1. Certain Definitions
:
(a) Board : The Board of
Directors of the Company.
(b) Expenses : Any reasonable
expense, including without limitation, reasonable counsel fees
incurred in connection with preparing for or defending against or
serving as a witness in any Proceeding (including all appeals
thereof). All such Expenses shall be deemed ordinary and necessary
to the Indemnitee’s continued and effective service to the
Company, and no such Expense shall be considered an extraordinary
payment.
(c) Proceeding : Any
threatened, pending, or completed action, suit, or proceeding
whether civil, criminal, administrative, or investigative and
whether formal or informal (including a proceeding brought by or in
the right of the Company) brought by reason of
the fact that the Indemnitee is or was a
director or officer of the Company or serving at the request of the
Company as a director, trustee, partner, officer or employee of
another corporation, affiliated corporation, partnership, joint
venture, trust, employee benefit plan or other
enterprise.
(d) Business Day : Any day
other than a Saturday, a Sunday or a day on which banking
institutions located in the Commonwealth of Virginia or the State
of New York are authorized or obligated by law or executive order
to close.
2. Agreement to Advance
Expenses .
(a) Advancement of Expenses .
The Company shall pay for or reimburse the Expenses incurred by the
Indemnitee in advance of final disposition of a Proceeding or the
making of any determination of eligibility for indemnification
pursuant to the Company’s Articles of Incorporation (an
“Expense Advance”), if so requested by the Indemnitee,
provided that the Company shall not make an Expense Advance
to the Indemnitee unless and until it shall have received,
substantially in the form attached hereto as Exhibit A , a
request for such Expense Advance, which request shall include:
(i) a written statement, executed personally by the
Indemnitee, of the Indemnitee’s good faith belief that, in
his or her conduct relevant to the Proceeding, he or she
(A) conducted himself or herself in good faith;
(B) believed (x) in the case of conduct in his or her
capacity as a director or officer, that his or her conduct was in
the Company’s best interests and (y) in all other cases,
that his or her conduct was at least not opposed to the
Company’s best interests; and (C) in the case of any
criminal proceeding, had no reasonable cause to believe his or her
conduct was unlawful ((A), (B) and (C), collectively being
referred to herein as the “Standard of Conduct”) and
(ii) a written undertaking, executed personally by the
Indemnitee, to repay the Expense Advance if (A) the Indemnitee
does not entirely prevail in the defense of the Proceeding and
(B) it is ultimately determined by a court of relevant
jurisdiction that (x) with respect to a Proceeding by or in
the right of the Company, that he or she is not entitled to
indemnification, considering all the relevant circumstances, or
(y) with respect to any other Proceedings, he or sh
