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EXHIBIT 10.2
INDEMNIFICATION AGREEMENT
This agreement is entered
into as of this 7th day of December, 2007, by and between
Verdolino & Lowey, P.C. (the “Firm”) and
Matritech, Inc. (the “Company’), as
follows:
Background
A.
On
December 7, 2007, the Company and the Firm entered into an
agreement (the “Engagement Agreement”) whereby the
Company retained the Firm to assist the Company in preparing for
and executing the wind-down of the Company.
B.
The
Engagement Agreement provides that, at such time as the sale of
substantially all the Company’s assets to Inverness Medical
Innovations, Inc. closes and the employment of Messrs. Chubb and
Corbet is terminated by the Company’s Board of Directors (the
“Board”), the Board shall elect Craig R. Jalbert
("Jalbert") as President of the Company, with full authority and
discretion to take such actions as are necessary or convenient to
effectuate the wind-down of the Company, subject to oversight and
direction of the Board. The Firm has, pursuant to the
Engagement Letter, agreed to assume full responsibility for
Jalbert’s performance of services to the Company as an
officer or in any other capacity. The Company has agreed
to indemnify Jalbert to the full extent provided to Company
officers in the charter, by-laws and Board resolutions of the
Company in connection with his services as President, Treasurer and
Secretary of the Company.
C.
In
consideration of the foregoing, the Company and the Firm have
agreed to the following:
Terms of Agreement
1.
Indemnification of Jalbert as Officer of the Company
. Jalbert, as an officer of the Company, shall have the
full benefit of the provisions of Article Twelfth of the
Company’s Amended and Restated Certificate of
Incorporation. A copy of the provisions of this Article
Twelfth is attached hereto as Exhibit A and incorporated herein by
reference.
2.
Indemnification of the Firm . The Company agrees to
indemnify and hold harmless the Firm and its respective employees
and agents (collectively, the “Indemnitees”) from and
against all losses, claims, damages and liabilities resulting from
an Indemnitee being (i) made a party or threatened to be made a
party to or (ii) involved in any threatened or pending action, suit
or proceeding, whether civil, criminal, administrative or
investigative (a “Proceeding”) and whether or not by or
in the right of the Company or otherwise, which are related to or
result from the performance by the Firm of the services
contemplated by the Engagement Agreement. The
Company will promptly reimburse any Indemnitee for all reasonable
expenses (including reasonable counsel fees and expenses) as they
are incurred in connection with the defense of any
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