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EXHIBIT A 10.105
FORM OF INDEMNITY AGREEMENT
THIS
AGREEMENT made by and between Central Vermont Public Service
Corporation, a Vermont corporation with principal place of business
at 77 Grove Street, Rutland, Vermont (hereinafter the "Company")
and
(hereinafter "Indemnitee").
RECITALS
WHEREAS,
Indemnitee is either a director or officer, or both, of the
Company, or is serving as a director, officer, employee or agent of
a subsidiary of the Company and, in such capacity or capacities is
performing a valuable service for the Company; and
WHEREAS,
Indemnitee is willing to serve, continue to serve and to take on
additional service for or on behalf of the Company on the condition
that he or she be indemnified as herein provided;
WHEREAS,
the Company is willing to indemnify Indemnitee and it is intended
that Indemnitee shall be paid promptly by the Company all amounts
necessary to effectuate in full the indemnity provided herein;
and
WHEREAS,
the Indemnitee and the Company desire to memorialize their prior
agreement regarding indemnification of Indemnitee for the purpose,
among other things, of conforming their agreement to applicable
Vermont law and in the Company's By-laws;
NOW
THEREFORE, in consideration of the mutual promises herein contained
and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
1.
Service By Indemnitee . Indemnitee agrees to
serve as a director, officer, or both, of the Company, or serve as
director, officer, employee or agent of the Company's subsidiaries,
so long as he or she is duly appointed or elected and qualified in
accordance with the applicable provisions of the Company's or the
subsidiary Company's Articles of Incorporation and By-laws, and
until such time as he or she resigns or fails to stand for election
or is removed from his or her position. Indemnitee may from time to
time also perform other services at the request or for the
convenience of or otherwise benefiting the Company. Indemnitee may
at any time or for any reason resign or be removed from such
position(s) (subject to any other contractual obligation or other
obligation imposed by operation of law), in which event the Company
shall have no obligation under this Agreement to continue
Indemnitee in any such position.
2.
Indemnification . Subject to the limitations set
forth herein and in Section 7 hereof, the Company will, to the
fullest extent permitted by law, indemnify Indemnitee, and his or
her executors, administrators and heirs, from and against any and
all liabilities incurred by Indemnitee in connection with any
threatened, pending or completed action, suit or proceeding of any
kind, whether civil, criminal, administrative or investigative and
whether formal or informal (collectively a "Proceeding"), to which
Indemnitee is a party or is threatened to be made party as a result
of his or her position with and work for the Company. Subject to
applicable law and to Section 7 hereof, the liabilities for which
the Company is obligated to indemnify Indemnitee hereunder shall
include without limitation any damages, judgments (including
punitive and exemplary damages), fines (including taxes and civil
penalties with respect to an employee benefit plan), penalties,
settlements and reasonable costs and expenses, including attorneys'
fees, costs of investigation and costs of defense of legal actions,
claims or proceedings and appeals therefrom, court costs, expert
and other professional fees, and costs of attachment or similar
bonds. The obligation to indemnify the Indemnitee shall survive the
termination of the Indemnitee's service to the Company to the
extent the relevant Proceeding relates to Indemnitee's actions or
failures to act while an agent, officer, or director or in other
service of the Company or its subsidiaries.
3.
Advancement of Expenses .
(a) Subject
to subsection 3(b), before final adjudication of a Proceeding
(including any Proceeding by or in right of the Company), upon
Indemnitee's request pursuant to Section 4 below, the Company will
promptly either advance Expenses directly or reimburse Indemnitee
for all Expenses. As used in this Agreement, the term "Expenses"
means all reasonable costs and expenses (including attorneys' fees,
costs of investigation, costs of defense of legal actions, expert
fees, other professional fees, court costs, and costs of attachment
or similar bonds) incurred by Indemnitee in connection with a
Proceeding, other than judgments, penalties, fines and settlement
amounts.
(b) Advancement
of Expenses pursuant to paragraph (a) shall not be made unless and
until each of the following conditions has been
satisfied:
(1) The
Indemnitee has furnished to the Company a written affirmation of
his or her good faith belief that the Indemnitee has met the
applicable standard of conduct set forth in 11A V.S.A., Chapter 8,
Subchapter 5-Indemnification;
(2) The
Indemnitee has furnished to the Company a written, unlimited
general undertaking (which undertaking may be unsecured), executed
personally or in the Indemnitee's behalf, to repay any and all
advances if it is ultimately determined that the Indemnitee did not
meet the standard of conduct referred to in clause (l)
above;
(3) A
determination has been made by the Reviewing Party (as defined
below) that the facts then known to the Reviewing Party would not
preclude indemnification under 11A V.S.A., Chapter 8, Subchapter
5.
The
Company shall cause the determination by the Reviewing Party to be
made within forty-five (45) days following a submission by the
Indemnitee of a written request for advancement of Expenses. For
purposes of this Section 3, the "Reviewing Party" shall be selected
in accordance with the procedures set forth in Section 6
below.
(c) Notwithstanding
the undertaking referred to in Subsection (b)(2) above, in no
circumstances shall Indemnitee be deemed to have undertaken to
repay the Company for Expenses as to which Indemnitee is entitled
to indemnification hereunder.
4.
Notice to Company . Indemnitee shall give notice
to the Company and request indemnification (or advancement of
Expenses, as the case may be) pursuant to this Agreement as soon as
practicable for any claim made against him or her for which
indemnification will or could be sought under this Agreement. Any
such written notice shall contain in reasonable detail a
description of the liabilities and/or expenses for which
indemnification or advancement, as the case may be, is sought. A
written notice requesting advancement of Expenses shall be
accompanied by the affirmation and the undertaking referred to in
clauses (1) and (2), respectively, of Subsection 3(b). Indemnitee
will further notify and cooperate with the Company in the selection
of counsel and in the incurrence of costs and expenses in defending
or investigating any claim for which indemnification may be sought
hereunder. Indemnitee shall give the Company such information and
cooperation as it may reasonably require and as shall be within
Indemnitee's power. Notice to the Company shall be directed to the
Company at its general office, Attention: General Counsel (or such
other address or addressee as the Company shall designate in
writing to the Indemnitee).
5.
Presumptions and Effect of Certain Proceedings .
(a) Upon
making a request for advancement of Expenses, Indemnitee shall be
presumed to be entitled to such advancement under this Agreement
and the Company shall have the burden of proof to overcome that
presumption in reaching any contrary determination as set forth in
clause (3) of Subsection 3(b). If the person or persons so
empowered to make the determination pursuant to clause (3) of
Subsection 3(b) shall have failed to make the requested
determination within forty-five (45) days after receipt of
Indemnitee's written request for advancement of Expenses, the
requisite determination that Indemnitee is entitled to advancement
of Expenses shall be deemed to have been made.
(b) Upon
making a request for indemnification, Indemnitee shall be presumed
to be entitled to indemnification under this Agreement and the
Company shall have the burden of proof to overcome that presumption
in reaching any contrary determination as set forth in Section 6
hereof. The termination of any proceeding by judgment, order,
settlement, arbitration award or upon a plea of nolo contendere or
its equivalent shall not affect this presumption or establish a
presumption with regard to any factual matter relevant to
determining Indemnitee's rights to indemnification hereunder. If
the person or persons so empowered to make a determination pursuant
to Section 6 hereof shall have failed to make the requested
determination within forty-five (45) days after any final judgment,
order, settlement dismissal, arbitration award, acceptance of a
plea of nolo contendere or its equivalent, or other disposition or
partial disposition of any proceeding or any other event which
could enable the Company to determine Indemnitee's entitlement to
indemnification, the requisite determination that Indemnitee is
entitled to indemnification shall be deemed to have been
made.
6.
Procedure for Determination of Entitlement to
Indemnification.
(a) Any
indemnification under this Agreement shall be made by the Company
only upon a determination that Indemnitee has met the applicable
standard
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