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EXHIBIT 10.8
FORM OF INDEMNIFICATION
AGREEMENT
THIS AGREEMENT is made as of December _____,
2006, by and between CombiMatrix Corporation, a Delaware
corporation (the "Company"), and _________________., one of the
Directors of the Company (the " Indemnitee "), with
reference to the following facts:
R E C I T A L S:
The Indemnitee is currently serving as a Director
of the Company and the Company wishes the Indemnitee to continue in
such capacity. The Indemnitee is willing, under certain
circumstances, to continue serving as a Director of the
Company.
Section 145 of the General Corporation Law of the
State of Delaware, under which Law the Company is organized,
empowers corporations to indemnify a person serving as a director,
officer, employee or agent of the corporation and a person who
serves at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust, or other enterprise, and said Section 145 specifies
that the indemnification set forth in said Section 145 shall not be
deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any By-Law, agreement, vote
of stockholders or disinterested directors or otherwise.
In order to induce the Indemnitee to continue to
serve as a Director of the Company and in consideration of his
continued service, the Company has determined and agreed to enter
into this agreement with the Indemnitee.
NOW, THEREFORE, in consideration of the
Indemnitee’s continued service as a Director of the Company,
the parties hereto agree as follows:
INDEMNITY. The Company will indemnify the
Indemnitee, his executors, administrators or assigns, for any
Damages or Expenses (as defined below) which the Indemnitee is or
becomes legally obligated to pay in connection with any Proceeding.
As used in this Agreement the term "Proceeding" shall include any
threatened, pending or completed claim, action, suit or proceeding,
whether brought by or in the right of the Company or otherwise and
whether of a civil, criminal, administrative or investigative
nature, in which the Indemnitee may be or may have been involved as
a party or otherwise, by reason of the fact that Indemnitee is or
was a director or officer of the Company, by reason of any actual
or alleged error or misstatement or misleading statement or
omission made or suffered by the Indemnitee, by reason of any
action taken by him or of any inaction on his part while acting as
such director or officer, or by reason of the fact that the
Indemnitee was serving at the request of the Company as a director,
trustee, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise; provided,
that in each such case Indemnitee acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the
best interests of the Company, and, in the case of a criminal
proceeding, in addition had no reasonable cause to believe that his
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement or conviction, or upon a
plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that such
Indemnitee did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests
of the Company, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was
unlawful. As used in this Agreement, the term "other enterprise"
shall include (without limitation) employee benefit plans and
administrative committees thereof, and the term "fines" shall
include (without limitation) any excise tax assessed with respect
to any employee benefit plan. References to "serving at the request
of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties
on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries, and if such Indemnitee acted in good faith and in a
manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan he shall
be deemed to have acted in a manner "not opposed to the best
interests of the Company" as referred to above.
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EXPENSES. As used in this Agreement, the term
"Expenses" shall include, without limitation, damages, judgments,
fines, penalties, settlements and costs, attorneys’ fees and
disbursements and costs of attachment or similar bonds,
investigations, and any expenses of establishing a right to
indemnification under this Agreement and the term "Damages" shall
include damages, judgments, fines, penalties and
settlements.
ENFORCEMENT. If a claim or request under this
Agreement is not paid by the Company, or on its behalf, within
thirty days after a written claim or request has been received by
the Company, the Indemnitee may at any time thereafter bring suit
against the Company to recover the unpaid amount of the claim or
request and if successful in whole or in part, the Indemnitee shall
be entitled to be paid also the Expenses of prosecuting such suit.
The Company shall have the right to recoup from the In
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