Exhibit 10.1
FORM OF FIRST REGIONAL BANCORP
INDEMNITY AGREEMENT
This Indemnity
Agreement (“Agreement”) is made by and between
(“Director/Officer”) and First Regional Bancorp
(“Corporation”) as of this
.
[Note: A list of applicable First Regional Bancorp directors and
officers is set forth on the last page of this Exhibit
10.1.]
I
Definitions
1.
“Proceedings” . For the purpose of this
Agreement, the word “proceeding” means any threatened,
pending or completed action or proceeding, whether civil, criminal,
administrative or investigative.
2.
“ Expenses” . For the purpose of this
Agreement, the term “expenses” includes, without
limitation, attorneys, fees and any expense of establishing a right
to indemnification under Sections III.3 or III.4(3) of this
Agreement, or otherwise under the terms of this Agreement.
II
Severability
The obligations of
the Corporation hereunder and any and all indemnity obligations
arising hereunder are separate and distinct from those arising
under any provision of the Corporations, Articles of Incorporation
or the Corporations, Bylaws, or otherwise arising under the statute
as judicial interpretation.
III
Indemnity
For good and
valuable consideration, including but not limited to
Director/Officer’s agreeing to continue to serve as an
officer and/or director of this Corporation:
1.
This Corporation hereby indemnifies Director/Officer in each and
every instance where he is or becomes a party, or is threatened to
be made a party, to any proceeding (other than an action by or in
the right of this Corporation) by reason of the fact that he is or
was an officer, director or agent of this Corporation, against
expenses, judgments, fines, settlements and other amounts actually
and reasonably incurred in connection with such proceeding in all
cases where he acted in good faith and in a manner reasonably
believed by him to be in the best interests of this Corporation;
provided that, in the case of a criminal proceeding, this indemnity
shall be effective only if the Corporation has no reasonable cause
to believe that his conduct was unlawful. The termination of
any proceeding by judgment, order, settlement, conviction or upon a
pleading of nolo contendere or its equivalent shall
not, of itself, create a presumption that he did not act in good
faith and in a manner which he reasonably believed to be in the
best interests of this Corporation or that he had reasonable cause
to believe that his conduct was unlawful.
1
2.
This Corporation hereby indemnifies Director/Officer in each and
every instance where he is a party, or is threatened to be made a
party, to any threatened, pending or completed action by or in the
right of this Corporation by reason of the fact that he is or was
an officer and/or director of this Corporation, against expenses
actually and reasonably incurred by him in connection with the
defense or settlement of such action if he acted in good faith, and
in a manner believed by him to be in the best interests of this
Corporation and with such care, including reasonable inquiry, as an
ordinarily prudent person in a like position would use under
similar circumstances. No indemnification shall be made under
this Section III.2:
(1)
In respect to any claim, issue or matter as to which
Director/Officer shall have been adjudged to be liable to this
Corporation in the performance of his duty to this Corporation,
unless and only to the extent that the court in which such
proceeding is or was pending, shall determine upon application
that, in view of all the circumstances of this case, he is fairly
and reasonably entitled to indemnity for the expense which such
court shall determine;
(2)
Of amounts paid in settling or otherwise disposing of a threatened
or pending action, with or without court approval; or
(3)
Of expenses incurred in defending a threatened or pending action
which is settled or otherwise disposed of without court
approval.
3.
To the extent that Director/Officer has been successful on the
merits in defense of any proceedings referred to in Sections III.1
or III.2 or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses actually
