Exhibit 10.7
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT , dated as of December ___,
2000, is made by and between AFC Enterprises, Inc., a Minnesota
corporation (the “Company”), and Peter Starrett
, 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 an 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 n or arising out of the
status, capacities or activities of Director as a director of the
Company to the maximum extend 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 wth 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 he
Company t o 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).
