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Exhibit 10.26
INDEMNIFICATION AGREEMENT
THIS
AGREEMENT is made and entered into this ___ day of
_______________,
20__ by and between SYNTA PHARMACEUTICALS CORP., a Delaware
corporation (the
"CORPORATION"), and _______________ ("AGENT").
RECITALS
WHEREAS, Agent performs a valuable service to the Corporation in
his
capacity as [a director/an officer] of the Corporation;
WHEREAS, the Corporation has adopted provisions in its Certificate
of
Incoorporation (the "Charter") and bylaws (the "BYLAWS") providing
for the
indemnification of the directors, officers, employees and other
agents of the
Corporation, including persons serving at the request of the
Corporation in such
capacities with other corporations or enterprises, as authorized by
the Delaware
General Corporation Law, as amended (the "CODE");
WHEREAS, the Charter, the Bylaws and the Code, by their
non-exclusive
nature, permit contracts between the Corporation and its agents,
officers,
employees and other agents with respect to indemnification of such
persons; and
WHEREAS, in order to induce Agent to serve as [a director/an
officer] of
the Corporation, the Corporation has determined and agreed to enter
into this
Agreement with Agent.
NOW,
THEREFORE, in consideration of Agent's service as [a
director/an
officer] of the Corporation after the date hereof, the parties
hereto agree as
follows:
AGREEMENT
1.
SERVICES TO THE
CORPORATION. Agent will serve, at the will of the
Corporation or under separate contract, if any such contract
exists, as [a
director/an officer] of the Corporation or as a director, officer
or other
fiduciary of an affiliate of the Corporation (including any
employee benefit
plan of the Corporation) faithfully and to the best of his ability
so long as he
[is duly elected and qualified in accordance with the provisions of
the Bylaws
or other applicable charter documents/is a duly appointed officer]
of the
Corporation or such affiliate; PROVIDED, HOWEVER, that Agent may at
any time and
for any reason resign from such position (subject to any
contractual obligation
that Agent may have assumed apart from this Agreement) and that the
Corporation
or any affiliate shall have no obligation under this Agreement to
continue Agent
in any such position.
2.
INDEMNITY OF
AGENT. The Corporation hereby agrees to hold harmless and
indemnify Agent to the fullest extent authorized or permitted by
the provisions
of the Charter, the Bylaws and the Code, as the same may be amended
from time to
time (but, only to the extent that such amendment permits the
Corporation to
provide broader indemnification rights than the Charter, the Bylaws
or the Code
permitted prior to adoption of such amendment).
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3.
ADDITIONAL
INDEMNITY. In addition to and not in limitation of the
indemnification otherwise provided for herein, and subject only to
the
exclusions set forth in Section 4 hereof, the Corporation hereby
further agrees
to hold harmless and indemnify Agent:
(a) against any and
all expenses (including attorneys' fees), witness
fees, damages, judgments, fines and amounts paid in settlement and
any other
amounts that Agent becomes legally obligated to pay because of any
claim or
claims made against or by him in connection with any threatened,
pending or
completed action, suit or proceeding, whether civil, criminal,
arbitrational,
administrative or investigative (including an action by or in the
right of the
Corporation) to which Agent is, was or at any time becomes a party
or a witness,
or is threatened to be made a party or a witness, by reason of the
fact that
Agent is, was or at any time becomes a director, officer, employee
or other
agent of Corporation, or is or was serving or at any time serves at
the request
of the Corporation as a director, officer, employee or other agent
of another
corporation, partnership, joint venture, trust, employee benefit
plan or other
enterprise; and
(b) otherwise to the
fullest extent as may be provided to Agent by
the Corporation under the non-exclusivity provisions of the Code,
the Charter
and the Bylaws.
4.
LIMITATIONS ON
ADDITIONAL INDEMNITY. No indemnity pursuant to Section
3 hereof shall be paid by the Corporation:
(a) on account of any
claim against Agent for an accounting of
profits made from the purchase or sale by Agent of securities of
the Corporation
pursuant to the provisions of Section 16(b) of the Securities
Exchange Act of
1934 and amendments thereto or similar provisions of any federal,
state or local
statutory law;
(b) on account of
Agent's conduct that is established by a final
judgment as knowingly fraudulent or deliberately dishonest or that
constituted
willful misconduct;
(c) on account of
Agent's conduct that is established by a final
judgment as constituting a breach of Agent's duty of loyalty to the
Corporation
or resulting in any personal profit or advantage to which Agent was
not legally
entitled;
(d) for which payment
is actually made to Agent under a valid and
collectible insurance policy or under a valid and enforceable
indemnity clause,
bylaw or agreement, except in respect of any excess beyond payment
under such
insurance, clause, bylaw or agreement;
(e) if indemnification
is not lawful (and, in this respect, both the
Corporation and Agent have been advised that the Securities and
Exchange
Commission believes that indemnification for liabilities arising
under the
federal securities laws is against public policy and is,
therefore,
unenforceable and that claims for indemnification should be
submitted to
appropriate courts for adjudication); or
(f)
in connection with any
proceeding (or part thereof) initiated by
Agent, or any proceeding by Agent against the Corporation or its
directors,
officers, employees or other agents, unless (i) such
indemnification is
expressly required to be made by law, (ii) the proceeding was
authorized by the
Board of Directors of the Corporation, (iii) such
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indemnification is provided by the Corporation, in its sole
discretion, pursuant
to the powers vested in the Corporation under the Code, or (iv) the
proceeding
is initiated pursuant to Section 9 hereof.
5.
CONTINUATION OF
INDEMNITY. All agreements and obligations of the
Corporation contained herein shall continue during the period Agent
is a
director, officer, employee or other agent of the Corporation (or
is or was
serving at the request of the Corporation as a director, officer,
employee or
oth
