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EXHIBIT 10.15
INDEMNIFICATION AGREEMENT
This
Indemnification Agreement (this "Agreement") is made as of this
__________ day of ______________, 2005, by and between Cortland
Bancorp, an Ohio
corporation (the "Corporation"), and ___________________, a
director, officer,
employee, agent, or representative (as hereinafter defined) of the
Corporation
(the "Indemnitee").
RECITALS:
A.
The Corporation and the Indemnitee are each aware of the exposure
to
litigation officers, directors, employees, agents, and
representatives of the
Corporation have as they exercise their duties to the
Corporation,
B.
The Corporation and the Indemnitee are also aware of conditions in
the
insurance industry that have affected and may continue to affect
the
Corporation's ability to obtain appropriate liability insurance on
an
economically acceptable basis,
C.
The Corporation desires to continue to benefit from the services
of
highly qualified, experienced, and otherwise competent persons such
as the
Indemnitee, and
D.
The Indemnitee desires to serve or to continue to serve the
Corporation
as a director, officer, employee, or agent or as a director,
officer, employee,
agent, or trustee of another corporation, joint venture, trust, or
other
enterprise in which the Corporation has a direct or indirect
ownership interest,
for so long as the Corporation continues to provide, on an
acceptable basis,
adequate and reliable indemnification against liabilities and
expenses that may
be incurred by the Indemnitee.
NOW,
THEREFORE, in consideration of the foregoing premises and the
mutual
covenants herein contained, the receipt and sufficiency of which
are hereby
acknowledged, the parties hereto agree as follows.
1.
INDEMNIFICATION. Subject to the exclusions contained in Section 9
of
this Agreement, the Corporation shall indemnify the Indemnitee with
respect to
his activities as a director, officer, employee, or agent of the
Corporation or
as a person who is serving or has served at the request of the
Corporation
("representative") as a director, officer, employee, agent, or
trustee of
another corporation, joint venture, trust, or other enterprise,
domestic or
foreign, in which the Corporation has a direct or indirect
ownership interest
(an "affiliated entity") against expenses (including, without
limitation,
attorneys' and experts' fees, judgments, fines, and amounts paid or
payable in
settlement) actually and reasonably incurred by him ("Expenses") in
connection
with any claim against Indemnitee that is the subject of any
threatened,
pending, or completed action, suit, or other type of proceeding,
whether civil,
criminal, administrative, investigative, or otherwise and whether
formal or
informal (a "Proceeding"), to which Indemnitee was, is, or is
threatened to be
made a party by reason of facts that include Indemnitee's being or
having been
such a director, officer, employee, agent, or representative, to
the extent of
the highest and most advantageous to the Indemnitee, as determined
by the
Indemnitee, of one or any combination of the following -
(a)
The benefits provided
by the Corporation's Articles of Incorporation
("Articles") or Regulations, or the Articles of Incorporation
or
Bylaws or Regulations of an affiliated entity of which the
Indemnitee
serves as a representative, in each case as in effect on the
date
hereof,
(b)
The benefits provided
by the Corporation's Articles or Regulations, or
the Articles of Incorporation or Bylaws or Regulations of an
affiliated entity of which the Indemnitee serves as a
representative,
in each case as in effect at the time Expenses are incurred by
the
Indemnitee,
(c)
The benefits allowable
under Ohio law in effect at the date hereof or
as amended to increase the scope of indemnification,
(d)
The benefits allowable
under the law of the jurisdiction under which
the Corporation exists at the time Expenses are incurred by the
Indemnitee,
(e)
The benefits available
under any liability insurance obtained by the
Corporation in effect when a claim is made against Indemnitee,
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(f)
The benefits available
under any liability insurance obtained by the
Corporation in effect at the time Expenses are incurred by the
Indemnitee, and
(g)
Such other benefits as
are or may be otherwise available to
Indemnitee.
A
combination of two or more of the benefits provided by (a) through
(g)
shall be available to the extent that the Applicable Document (as
hereafter
defined) does not require that the benefits provided therein be
exclusive of
other benefits. The document or law providing for the benefits
listed in items
(a) through (g) above is called the "Applicable Document" in this
Agreement. The
Corporation hereby undertakes to use its best efforts to assist
Indemnitee in
all proper and legal ways to obtain the benefits selected by
Indemnitee under
item (a) through (g) above.
For
purposes of this Agreement, references to "other enterprises"
shall
include employee benefit plans for employees of the Corporation or
of any
affiliated entity, without regard to ownership of such plans;
references to
"fines" shall include any excise taxes assessed on the Indemnitee
with respect
to any employee benefit plan; references to "serving at the request
of the
Corporation" shall include any service as a director, officer,
employee, or
agent of the Corporation that imposes duties on or involves
services by the
Indemnitee with respect to an employee benefit plan, its
participants, or
beneficiaries; references to the masculine shall include the
feminine;
references to the singular shall include the plural and vice versa;
and if the
Indemnitee acted in good faith and in a manner he reasonably
believed to be in
the best interests of the participants and beneficiaries of an
employee benefit
plan, he shall be deemed to have acted in a manner consistent with
the standards
required for indemnification by the Corporation under the
Applicable Documents.
2.
INSURANCE. The Corporation shall maintain liability insurance for
so
long as Indemnitee's services are covered hereunder, provided and
to the extent
that such insurance is available on a basis acceptable to the
Corporation.
However, the Corporation agrees that the provisions hereof shall
remain in
effect regardless of whether liability or other insurance coverage
is at any
time obtained or retained by the Corporation. But payments made to
Indemnitee
under an insurance policy obtained or retained by the Corporation
shall reduce
the obligation of the Corporation to make payments hereunder by the
amount of
the payments made under any such insurance policy.
3.
PAYMENT OF EXPENSES. At Indemnitee's request, after receipt of
written
notice under Section 5 hereof and an undertaking in the form of
Exhibit A
attached hereto by or on behalf of Indemnitee to repay such amounts
so paid on
Indemnitee's behalf if it shall ultimately be determined under the
Applicable
Document that Indemnitee is not entitled to be indemnified by the
Corporation
for such Expenses, the Corporation shall pay the Expenses as and
when incurred
by Indemnitee. That portion of Expenses representing attorneys'
fees and other
costs incurred in defending any proceeding shall be paid by the
Corporation
within 30 days after the Corporation receives the request and
reasonable
documentation evidencing the amount and nature of the Expenses,
subject to its
also having received such a notice and undertaking.
4.
ADDITIONAL RIGHTS. The indemnification provided in this Agreement
shall
not be exclusive of any other indemnification or right to which
Indemnitee may
be entitled and shall continue after Indemnitee has ceased to
occupy a position
as an officer, director, employee, agent, or representative as
described in
Section 1 above with respect to Proceedings relating to or arising
out of
Indemnitee's acts or omissions during his service in such position.
The benefits
provided to Indemnitee under this Agreement for the Indemnitee's
service as a
representative of an affiliated entity shall be payable if and only
if and only
to the extent that reimbursement to Indemnitee by the affiliated
entity with
which Indemnitee has served as a representative, whether pursuant
to agreement,
applicable law, articles of incorporation or association, bylaws or
regulations
of the entity, or insurance maintained by such affiliated entity,
is
insufficient to compensate Indemnitee for Expenses actually
incurred and
otherwise payable by the Corporation under this Agreement. Any
payments in fact
made to or on behalf of the Indemnitee directly or indirectly by
the affiliated
entity with which Indemnitee served as a representative shall
reduce the
obligation of the Corporation hereunder.
5.
NOTICE TO CORPORATION. Indemnitee shall provide to the
Corporation
prompt written notice of any Proceeding brought, threatened,
asserted, or
commenced against Indemnitee with respect to which Indemnitee may
assert a right
to indemnification hereunder; provided, however, that failure to
provide such
notice shall not in any way limit Indemnitee's rights under this
Agreement.
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6.
COOPERATION IN DEFENSE AND SETTLEMENT. Indemnitee shall not make
any
admission or effect any
