INDEMNIFICATION
AGREEMENT
THIS
INDEMNIFICATION AGREEMENT, dated as of November 28, 2006, is
made by and between AFC Enterprises, Inc., a Minnesota corporation
(the “Company”), and John M. Cranor, III, a director of
the Company (“Director”).
WHEREAS, Director
is a member of the Board of Directors of the Company;
and
WHEREAS, it will
be difficult to retain directors of the Company unless such
directors are adequately indemnified against liabilities incurred
and claims made in performance of their duties as directors of the
Company; and
WHEREAS, it is in
the best interests of the Company to retain such directors by
providing adequate indemnification by means of indemnification
agreements with individual directors.
NOW, THEREFORE, in
consideration of Director’s continued service as a director
of the Company, and as an inducement to Director to continue to
serve as a director of the Company, the Company and Director agree
as follows:
1.
Indemnification . The Company agrees to indemnify and hold
Director harmless from and against any claims, liabilities,
damages, judgments, penalties, fines or expenses of any type
whatsoever incurred by Director in or arising out of the status,
capacities or activities of Director as a director of the Company
to the maximum extent permitted under Minnesota Statutes,
Section 302A.521 (attached hereto as Exhibit A) as in
effect on the date hereof.
2.
Advances of Expenses . Subject to Director’s execution
of a written affirmation, satisfactory to the Company, of the
Director’s good faith belief that the criteria for
indemnification have been satisfied and to repay all amounts
advanced by the Company if it is ultimately determined that the
criteria for indemnification have not been satisfied, the Company
shall advance all expenses incurred by Director in connection with
the investigation, defense, settlement or appeal of any proceeding,
action or investigation to which Director is a party or is
threatened to be made a party arising out of the status, capacities
or activities of Director as a director of the Company to the
maximum extent permitted under Minnesota Statutes,
Section 302.521, subd. 3 as in effect on the date of this
Agreement upon the determination by the Company that the facts then
known to those making the determination would not preclude
indemnification under Section 502A.521, subd. 6 within 60 days
after receipt of said written affirmation. Director shall have a
reasonable right to appear in person and to be represented by
counsel.
3. Other
Rights of Directors . The right of Director to indemnification
or advance of expenses pursuant to this Agreement shall not be
exclusive of other rights Director may have (i) under
applicable law, (ii) pursuant to other agreements between the
Company and Director or the Company’s Articles of
Incorporation or Bylaws, or (iii) pursuant to any agreement
with a third party (by way of insurance, indemnification or
otherwise).
1
4.
Absolute Right to Indemnification and Advances of Expenses .
The Company agrees that it shall not, and the Company hereby waives
all rights that it has or may have to, refuse to indemnify or
advance expenses, or withhold payment of amounts for which Director
is indemnified hereunder, or for advance of expenses to Director,
based on any breach or alleged breach of any of the provisions of
this Agreement by Director
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