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EXHIBIT
10.37
FORM OF DIRECTOR INDEMNITY
AGREEMENT
This Agreement made as of
by and between Fiserv, Inc., a Wisconsin corporation (the “
Corporation ”), and
(the “ Agent ”).
WHEREAS, the Agent is
currently serving as a director or officer of the Corporation and
the Corporation wishes the Agent to continue in such capacity. The
Agent is willing, under certain circumstances, to continue in such
capacity;
WHEREAS, in addition to the
indemnification to which the Agent is entitled pursuant to the
Articles of Incorporation of the Corporation, and as additional
consideration for the Agent’s service, the Corporation may
attempt to obtain at its expense directors and officers liability
insurance protecting the Agent in connection with such service, but
the Corporation may not be able to obtain such insurance at a
reasonable cost; and
WHEREAS, the Agent has
indicated that he does not regard the indemnities available under
the Corporation’s Articles of Incorporation and such possible
insurance as adequate to protect him against the risks associated
with his service to the Corporation. The Agent may not be willing
to continue in office in the absence of further
indemnity.
NOW, THEREFORE, in order to
induce the Agent to continue to serve as a director or officer of
the Corporation and in consideration for his continued service, the
Corporation hereby agrees to indemnify the Agent as
follows:
| 1. |
The Corporation will pay on behalf of the Agent, and his
executors, administrators or assigns, any amount which he is or
becomes legally obligated to pay because of any claim or claims
made against him because of any act or omission or neglect or
breach of duty, including any actual or alleged error or
misstatement or misleading statement, which he commits or suffers
while acting in his capacity as a director or officer of the
Corporation or solely because of his being a director or officer.
The payments which the Corporation will be obligated to make
hereunder shall include, inter alia , damages, judgments,
settlements and costs, cost of investigation (excluding salaries of
officers or employees of the Corporation) and costs of defense of
legal actions, claims or proceedings and appeals therefrom, and
costs of attachment or similar bonds; provided however that the
Corporation shall not be obligated to pay fines or other
obligations imposed by law or otherwise which is prohibited by
applicable law from paying as indemnity or for any other
reason. |
| 2. |
If a claim under this Agreement is not paid by the Corporation,
or on its behalf, within 180 days after a written claim has been
received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid
amount of the claim and if successful in whole or in part, the
claimant shall be entitled to be paid also the expense of
prosecuting such claim. |
| 3. |
In the event of payment under this Agreement, the Corporation
shall be subrogated to the extent of such payment to all of the
rights of recovery of the Agent, who shall execute all papers
required and shall do everything that may be necessary to secure
such rights, including the execution of such documents necessary to
enable the Corporation effectively to bring suit to enforce such
rights. |
| 4. |
The Corporation shall not be liable under this Agreement to
make any payments for damages or judgments: |
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(a) |
with respect to which payment is actually made to the Agent
under a valid and collectible insurance policy, except in
respect |
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