Exhibit 10.30.1
Form of
INDEMNIFICATION AGREEMENT
This
Indemnification Agreement is made as of the 6th day of
December,
2005, by and between Safety Components
International, Inc., a Delaware
corporation (the "Corporation"), and
___________________ (the "Indemnitee"), a
director of the Corporation.
RECITALS:
A. It is
essential that the Corporation be able to retain and attract as
directors and officers the most capable
persons available.
B. The
substantial increase in corporate litigation and other
investigative, regulatory and enforcement
actions subjects directors and
officers to expensive risks at the same
time that the availability of directors'
and officers' liability insurance has been
severely limited.
C. It is
now and has always been the express policy of the Corporation
to
indemnify its directors and officers.
D. The
Indemnitee does not regard the protection available under the
respective certificates of incorporation
and insurance of the Corporation as
adequate in the present circumstances, and
may not be willing to serve or
continue to serve as a director and/or
officer without adequate protection.
E. The
Corporation desires the Indemnitee to serve, or continue to
serve,
as a director and/or officer of the
Corporation.
NOW,
THEREFORE, the Corporation and the Indemnitee do hereby agree
as
follows:
1.
Agreement to Serve. The Indemnitee agrees to serve as a director of
the
Corporation for so long as the Indemnitee
is duly elected or appointed or until
such time as the Indemnitee tenders a
resignation in writing.
2.
Definitions. As used in this Agreement.
(a) The term "Proceeding" shall include any threatened, pending
or
completed action, suit, audit, arbitration,
alternative dispute resolution
proceeding, administrative hearing or other
proceeding, whether brought by or in
the right of the Corporation or otherwise
and whether of a civil, criminal,
administrative, investigative, regulatory
or enforcement nature, including,
without limitation, actions involving the
U.S. Securities and Exchange
Commission, state securities commissions,
the U.S. Department of Justice, the
Federal Transportation Safety Board, the
Internal Revenue Service and state and
local taxing authorities, and any appeal
therefrom.
(b) The term "Corporate Status" shall mean the status of a
person
who is or was a director, officer, partner,
employee, agent or trustee of, or in
a similar capacity with, the Corporation,
or is or was serving, or has agreed to
serve, at the request of the Corporation,
as a
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director, officer, partner, employee, agent
or trustee of, or in a similar
capacity with, another corporation,
partnership, joint venture, trust, limited
liability company or other enterprise.
(c) The term "Expenses" shall include, without limitation,
attorneys' fees, retainers, court costs,
transcript costs, fees and expenses of
experts, travel expenses, duplicating
costs, printing and binding costs,
telephone charges, postage, delivery
service fees and other disbursements and
expenses reasonably incurred by or on
behalf of the Indemnitee, but shall not
include the amount of judgments, fines or
penalties against Indemnitee or
amounts paid in settlement in connection
with such matters.
(d) References to "other enterprise" shall include employee
benefit
plans; references to "fines" shall include
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, partner,
employee, agent or trustee of, or in a
similar capacity with, the Corporation
which imposes duties on, or involves
services by, such director, officer,
partner, employee, agent or trustee with
respect to an employee benefit plan or
its participants or beneficiaries; and a
person who acted in good faith and in a
manner such person reasonably believed to
be in the interests of the
participants and beneficiaries of an
employee benefit plan shall be deemed to
have acted in a manner "not opposed to the
best interests of the Corporation" as
referred to in this Agreement.
3.
Indemnification in Third-Party Proceedings. The Corporation
shall
indemnify the Indemnitee in accordance with
the provisions of this Section 3 if
the Indemnitee was or is a party to or is
threatened to be made a party to or
otherwise involved in any Proceeding (other
than a Proceeding by or in the right
of the Corporation to procure a judgment in
its favor) by reason of the
Indemnitee's Corporate Status or by reason
of any action alleged to have been
taken or omitted in connection therewith,
against all Expenses, judgments,
fines, penalties and amounts paid in
settlement actually and reasonably incurred
by or on behalf of the Indemnitee in
connection with such Proceeding, if the
Indemnitee acted in good faith and in a
manner which the Indemnitee reasonably
believed to be in, or not opposed to, the
best interests of the Corporation and,
with respect to any criminal Proceeding,
had no reasonable cause to believe that
his conduct was unlawful. The termination
of any Proceeding by judgment, order,
settlement, conviction or upon a plea of
nolo contendere or its equivalent,
shall not, of itself, create a presumption
that the Indemnitee did not act in
good faith and in a manner which the
Indemnitee reasonably believed to be in, or
not opposed to, the best interests of the
Corporation, and, with respect to any
criminal Proceeding, had reasonable cause
to believe that his conduct was
unlawful.
4.
Indemnification in Proceedings by or in the Right of the
Corporation.
The Corporation shall indemnify the
Indemnitee in accordance with the provisions
of this Section 4 if the Indemnitee was or
is a party to or is threatened to be
made a party to or otherwise involved in
any Proceeding by or in the right of
the Corporation to procure a judgment in
its favor by reason of the Indemnitee's
Corporate Status or by reason of any action
alleged to have been taken or
omitted in connection therewith, against
all Expenses and, to the extent
permitted by law, amounts paid in
settlement actually and reasonably incurred by
or on behalf of the Indemnitee in
connection with such Proceeding, if the
Indemnitee acted in good faith and in a
manner which the Indemnitee reasonably
believed to be in, or not opposed to, the
best interests of the
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Corporation, except that no indemnification
shall be made under this Section 4
in respect of any claim, issue, or matter
as to which the Indemnitee shall have
been adjudged to be liable to the
Corporation, unless, and only to the extent,
that the Court of Chancery of the State of
Delaware or the court in which such
action or suit was brought shall determine
upon application that, despite the
adjudication of such liability but in view
of all the circumstances of the case,
the Indemnitee is fairly and reasonably
entitled to indemnity for such Expenses
as the Court of Chancery or such other
court shall deem proper.
5.
Exceptions to Right of Indemnification. Notwithstanding anything to
the
contrary in this Agreement: (a) except as
set forth in Section 10, the
Corporation shall not indemnify the
Indemnitee in connection with a Proceeding
(or part thereof) initiated by the
Indemnitee unless the initiation thereof was
approved by the Board of Directors of the
Corporation; (b) the Corporation shall
not indemnify the Indemnitee to the extent
the Indemnitee is reimbursed from the
proceeds of insurance, and in the event the
Corporation makes any
indemnification payments to the Indemnitee
and the Indemnitee is subsequently
reimbursed for such indemnification
payments from the proceeds of insurance, the
Indemnitee shall promptly refund such
indemnification payments to the
Corporation to the extent of such insurance
reimbursement; and (c) the
Corporation shall not indemnify the
Indemnitee hereunder to the extent that such
indemnification is prohibited in the
Corporation's certificate of incorporation.
6.
Indemnification of Expenses of Successful Party. Notwithstanding
any
other provision of this Agreement, to the
extent that the Indemnitee has been
successful, on the merits or otherwise, in
defense of any Proceeding or in
defense of any claim, issue or matter
therein, the Indemnitee shall be
indemnified against all Expenses incurred
by or on behalf of the Indemnitee in
connection therewith. Without limiting the
foregoing, if any Proceeding or any
claim, issue or matter therein is disposed
of, on the merits or otherwise
(including a disposition without
prejudice), without (a) an adjudication that
the Indemnitee was liable to the
Corporation, (b) a plea of guilty or nolo
contendere by the Indemnitee, (c) an
adjudication that the Indemnitee did not
act in good faith and in a manner the
Indemnitee reasonably believed to be in or
not opposed to the best interests of the
Corporation and (d) with respect to any
criminal proceeding, an adjudication that
the Indemnitee had reasonable cause to
believe his or her conduct was unlawful,
the Indemnitee shall be considered for
the purposes hereof to have been wholly
successful with respect thereto.
7.
Notification and Defense of Claim. As a condition precedent to
the
Indemnitee's right to be indemnified, the
Indemnitee must notify the Corporation
in writing as soon as practicable of any
Proceeding for which indemnification
will or could be sought; provided, however,
that the failure to provide such
notice to the Corporation shall not relieve
the Corporation of any liability
which it may have to the Indemnitee except
to the extent the Corporation is
actually prejudiced by such failure. With
respect to any Proceeding of which the
Corporation is so notified, the Corporation
will be entitled to participate
therein at its own expense and/or to assume
the defense thereof at its own
expense, with legal counsel reasonably
acceptable to the Indemnitee. After
notice from the Corporation to the
Indemnitee of its election so to assume such
defense, the Corporation shall not be
liable to the Indemnitee for any legal or
other expenses subsequently incurred by the
Indemnitee in connection with such
Proceeding, other than as provided below in
this Section 7. The Indemnitee shall
have the right to employ his own counsel in
connection with such Proceeding, but
the fees and expenses of such counsel
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incurred after notice from the Corporation
of its assumption of the defense
thereof shall be at the expense of the
Indemnitee unless (a) the employment of
counsel by the Indemnitee has been
authorized by the Corporation, (b) counsel to
the Indemnitee shall have reasonably
concluded that there may be a conflict of
interest or position on any significant
issue between the Corporation and the
Indemnitee in the conduct of the defense of
such Proceeding or (c) the
Corporation shall not in fact have employed
counsel to assume the defense of
such Proceeding, in each of which cases the
fees and expenses of counsel for the
Indemnitee shall be at the expense of the
Corporation, except as otherwise
expressly provided by this Agreement. The
Corporation shall not be entitled,
without the consent of the Indemnitee, to
assume the defense of any claim
brought by or in the right of the
Corporation or as to which counsel for the
Indemnitee shall have reasonably made the
conclusion provided for in clause (b)
above. The Corporation shall not be
required to indemnify the Indemnitee under
this Agreement for any amounts paid in
settlement of any Proceeding effected
without its written consent. The
Corporation shall not settle any Proceeding in
any manner which would impose any penalty
or limitation on the Indemnitee
without the Indemnitee's written consent.
Neither the Corporation nor the
Indemnitee will unreasonably withhold or
delay their consent to any proposed
settlement.
8.
Advancement of Expenses. Subject to the provisions of Section 9 of
this
Agreement, to the extent that the
Corporation does not assume the defense
pursuant to Section 7 of this Agreement of
any Proceeding of which the
Corporation receives notice under this
Agreement or to the ext
