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[FORM OF] INDEMNIFICATION AND FOUNDERS AGREEMENT

Indemnification Agreement

[FORM OF] INDEMNIFICATION AND FOUNDERS AGREEMENT | Document Parties: AEROBIC CREATIONS, INC. | Summit Global Logistics, Inc. You are currently viewing:
This Indemnification Agreement involves

AEROBIC CREATIONS, INC. | Summit Global Logistics, Inc.

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Title: [FORM OF] INDEMNIFICATION AND FOUNDERS AGREEMENT
Date: 11/13/2006

[FORM OF] INDEMNIFICATION AND FOUNDERS AGREEMENT, Parties: aerobic creations  inc. , summit global logistics  inc.
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                                                                   Exhibit 10.32

                                    [FORM OF]
                     INDEMNIFICATION AND FOUNDERS AGREEMENT

     This Indemnification and Founders Agreement, made and entered into as of
this 8th day of November, 2006 ("Agreement"), by and between Aerobic Creations
Inc. (to be renamed Summit Global Logistics, Inc.), a Delaware corporation (the
"Company"), and __________________________ (the "Indemnitee").

     WHEREAS, the Company is or intends to be a third party logistics provider;
and Maritime Logistics US Holdings Inc., a Delaware company ("MLI") is a
logistics company that the Company has acquired as of the date hereof through
its wholly-owned acquisition subsidiary, and MLI and its founders have raised on
behalf of the Company funds sufficient to finance the acquisition of certain
logistics companies, and MLI intends to acquire additional logistics companies,
if and when, such opportunities present themselves.

     WHEREAS, the Indemnitee is a founder of MLI ("Founder"), and as a condition
to the founders, including the Founder, entering into this Agreement, the
Reorganization, Acquisitions, and Financings (each as defined in that certain
private placement memorandum dated October 23, 2006), the Company has agreed to
pay a premium to the founders of MLI in the event of a change in control of the
Company prior to the fifth year anniversary of this Agreement;

     WHEREAS, highly competent persons are reluctant to serve corporations as
directors, officers or in other capacities unless they are provided with
adequate protection through insurance or adequate indemnification against
inordinate risks of claims and actions against them arising out of their service
to and activities on behalf of the corporation;

     WHEREAS, the current impracticability of obtaining adequate insurance and
the uncertainties relating to indemnification have increased the difficulty of
attracting and retaining such persons;

     WHEREAS, it is reasonable, prudent and necessary for the Company
contractually to obligate itself to indemnify such persons to the fullest extent
permitted by applicable law so that they will serve or continue to serve the
Company free from undue concern that they will not be so indemnified; 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
Indemnitee be indemnified to the fullest extent permitted.


     NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:

                                    ARTICLE I

                                   DEFINITIONS

     For purposes of this Agreement the following terms shall have the meanings
indicated:

     1.01 "BOARD" shall mean the Board of Directors of the Company.


<PAGE>


     1.02 "CORPORATE STATUS" describes the status of a person who is or was a
director, officer, employee, agent, trustee or fiduciary of the Company or of
any other corporation, partnership, joint venture, trust, employee benefit plan
or other Enterprise which such person is or was serving at the request or on
behalf of the Company.

     1.03 "COURT" means the Court of Chancery of the State of Delaware, the
court in which the Proceeding in respect of which indemnification is sought by
the Indemnitee shall have been brought or is pending, or another court having
subject matter jurisdiction and personal jurisdiction over the parties.

     1.04 "DISINTERESTED DIRECTOR" means a director of the Company who is not
and was not a party to the Proceeding in respect of which indemnification is
sought by Indemnitee.

     1.05 "ENTERPRISE" shall mean the Company and any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise of
which Indemnitee is or was serving at the express written request of the Company
as a director, officer, employee, agent, trustee or fiduciary.

     1.06 "EXPENSES" shall include, without limitation, all reasonable
attorneys' fees, retainers, court costs, transcript costs, fees of experts,
witness fees, travel expenses, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service fees, facsimile transmission
charges, and all other disbursements or expenses of the types customarily
incurred in connection with prosecuting, defending, preparing to prosecute or
defend, investigating or being or preparing to be a witness in a Proceeding.

     1.07 "GOOD FAITH" shall mean Indemnitee having acted in good faith and in a
manner Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company or, in the case of an Enterprise which is an employee
benefit plan, the best interests of the participants or beneficiaries of said
plan, as the case may be, and, with respect to any Proceeding which is criminal
in nature, having had no reasonable cause to believe Indemnitee's conduct was
unlawful.

     1.08 "IMPROPER PERSONAL BENEFIT" shall include, but not be limited to, the
personal gain in fact by reason of a person's Corporate Status of a financial
profit, monies or other advantage not also accruing to the benefit of the
Company or to the stockholders generally and which is unrelated to his usual
compensation including, but not limited to, (i) in exchange for the exercise of
influence over the Company's affairs, (ii) as a result of the diversion of
corporate opportunity, or (iii) pursuant to the use or communication of
confidential or inside information for the purpose of generating a profit from
trading in the Company's securities. Notwithstanding the foregoing, "Improper
Personal Benefit" shall not include any benefit, directly or indirectly, related
to actions taken in order to evaluate, discourage, resist, prevent or negotiate
any transaction with or proposal from any person or entity seeking control of,
or a controlling interest in, the Company.

     1.09 "INDEPENDENT COUNSEL" means a law firm, or a member of a law firm,
that is experienced in matters of corporation law and may include law firms or
members thereof that are regularly retained by the Company but not any other
party to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term "Independent Counsel" shall not include
any person who, under the standards of professional conduct then prevailing and
applicable to such counsel, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee's rights
under this Agreement.

     1.10 "OFFICER" means the president, vice presidents, treasurer, assistant
treasurer(s), secretary, assistant secretary and such other executive officers
as are appointed by the board of directors of the Company or Enterprise, as the
case may be.


                                      -2-
<PAGE>

     1.11 "PROCEEDING" includes any action, suit, arbitration, alternate dispute
resolution mechanism, investigation (including any internal corporate
investigation), administrative hearing or any other actual, threatened or
completed proceeding, whether civil, criminal, administrative or investigative,
other than one initiated by Indemnitee. For purposes of the foregoing sentence,
a "Proceeding" shall not be deemed to have been initiated by Indemnitee where
Indemnitee seeks, pursuant to Article VIII of this Agreement, to enforce
Indemnitee's rights under this Agreement.

                                   ARTICLE II

                                 TERM OF AGREEMENT

     This Agreement shall continue until and terminate upon the later of: (i)
ten (10) years after the date that Indemnitee shall have ceased to serve as a
director, officer, employee, agent, trustee or fiduciary of the Company or of
any other Enterprise; or (ii) the final termination of all pending Proceedings
in respect of which Indemnitee is granted rights of indemnification or
advancement of expenses hereunder and of any proceeding commenced by Indemnitee
pursuant to Article VIII of this Agreement relating thereto.

                                   ARTICLE III

                  SERVICES BY INDEMNITEE, NOTICE OF PROCEEDINGS

     3.01 SERVICES. Indemnitee agrees to serve or continue to serve as a
Director or Officer of the Company for so long as he is duly elected or
appointed. Indemnitee may at any time and for any reason resign from such
position (subject to any other contractual obligation or any obligation imposed
by operation of law).

     3.02 NOTICE OF PROCEEDING. Indemnitee agrees promptly to notify the Company
in writing upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding or matter
which may be subject to indemnification or advancement of Expenses covered
hereunder, but the omission so to notify the Company shall not relieve the
Company from its obligations hereunder.

                                   ARTICLE IV

                                 INDEMNIFICATION

     4.01 IN GENERAL. To the fullest extent permitted by applicable law, in
connection with any Proceeding, the Company shall indemnify, and advance
Expenses, to Indemnitee as provided in this Agreement.

     4.02 PROCEEDINGS OTHER THAN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY.
Indemnitee shall be entitled to the rights of indemnification provided in this
Section 4.02 if, by reason of Indemnitee's Corporate Status, Indemnitee is, or
is threatened to be made, a party to or is otherwise involved in any Proceeding,
other than a Proceeding by or in the right of the Company. Indemnitee shall be
indemnified against Expenses, judgments, penalties, fines and amounts paid in
settlement, actually and reasonably incurred by Indemnitee or on Indemnitee's
behalf in connection with such Proceeding or any claim, issue or matter therein,
if Indemnitee acted in Good Faith and such Indemnitee has not been adjudged
during the course of such Proceeding to have derived an Improper Personal
Benefit from the transaction or occurrence forming the basis of such Proceeding.


                                      -3-
<PAGE>

     4.03 PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY.

     (a) Indemnitee shall be entitled to the rights of indemnification provided
in this Section 4.03 if, by reason of Indemnitee's Corporate Status, Indemnitee
is, or is threatened to be made, a party to or is otherwise involved in any
Proceeding brought by or in the right of the Company to procure a judgment in
its favor. Indemnitee shall be indemnified against Expenses, judgments,
penalties, and amounts paid in settlement, actually and reasonably incurred by
Indemnitee or on Indemnitee's behalf in connection with such Proceeding if
Indemnitee acted in Good Faith and such Indemnitee has not been adjudged during
the course of such Proceeding to have derived an Improper Personal Benefit from
the transaction or occurrence forming the basis of such Proceeding.
Notwithstanding the foregoing, no such indemnification shall be made in respect
of any claim, issue or matter in such Proceeding as to which Indemnitee shall
have been adjudged to be liable to the Company if applicable law prohibits such
indemnification; provided, however, that, if applicable law so permits,
indemnification shall nevertheless be made by the Company in such event if and
only to the extent that the Court which is considering the matter shall so
determine.

     4.04 INDEMNIFICATION OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL.
Notwithstanding any other provision of this Agreement, to the extent that
Indemnitee is, by reason of Indemnitee's Corporate Status, a party to or is
otherwise involved in and is successful, on the merits or otherwise, in any
Proceeding, Indemnitee shall be indemnified, to the maximum extent permitted by
law, against all Expenses, judgments, penalties, fines, and amounts paid in
settlement, actually and reasonably incurred by Indemnitee or on Indemnitee's
behalf in connection therewith. If Indemnitee is not wholly successful in such
Proceeding but is successful, on the merits or otherwise, as to one or more but
less than all claims, issues or matters in such Proceeding, the Company shall
indemnify Indemnitee, to the maximum extent permitted by law, against all
Expenses, judgments, penalties, fines, and amounts paid in settlement, actually
and reasonably incurred by Indemnitee or on Indemnitee's behalf in connection
with each successfully resolved claim, issue or matter. For purposes of this
Section 4.04 and without limitation, the termination of any claim, issue or
matter in such a Proceeding by dismissal, with or without prejudice, shall be
deemed to be a successful result as to such claim, issue or matter.

     4.05 INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other
provision of this Agreement, to the extent that Indemnitee is, by reason of
Indemnitee's Corporate Status, a witness in any Proceeding, Indemnitee shall be
indemnified against all Expenses actually and reasonably incurred by Indemnitee
or on Indemnitee's behalf in connection therewith.

                                     ARTICLE V

                             ADVANCEMENT OF EXPENSES

     Notwithstanding any provision to the contrary in Article VI and to the
fullest extent provided by applicable law, the Company (acting through the Chief
Executive Officer) shall advance all reasonable Expenses which, by reason of
Indemnitee's Corporate Status, were incurred by or on behalf of Indemnitee in
connection with any Proceeding, within thirty (30) days after the receipt by the
Company of a statement or statements from Indemnitee requesting such advance or
advances, whether prior to or after final disposition of such Proceeding. Such
statement or statements shall reasonably evidence the Expenses incurred by
Indemnitee and shall include or be preceded or accompanied by an undertaking by
or on behalf of Indemnitee to repay any Expenses if it shall ultimately be
determined that Indemnitee is not entitled to be indemnified against such
Expenses. Any advance and undertakings to repay pursuant to this Article V shall
be unsecured and interest free. Advancement of Expenses pursuant to this Article
V shall not require approval of the Board of Directors or the stockholders of
the Company, or of any other person or body. The Secretary of the Company shall
promptly advise the Board in writing of the request for advancement of Expenses,
of the amount and other details of the advance and of the undertaking to make
repayment pursuant to this Article V.


                                      -4-
<PAGE>

                                   ARTICLE VI

                   PROCEDURES FOR DETERMINATION OF ENTITLEMENT
                    TO INDEMNIFICATION AND DEFENSE OF CLAIMS

     6.01 INITIAL REQUEST. To obtain indemnification under this Agreement (other
than advancement of Expenses pursuant to Article V), Indemnitee shall submit to
the Company a written request, including therein or therewith such documentation
and information as is reasonably available to Indemnitee and is reasonable
necessary to determine whether and to what extent Indemnitee is entitled to
indemnification. The Secretary of the Company shall promptly advise the Board in
writing that Indemnitee has requested indemnification.

     6.02 METHOD OF DETERMINATION.


 
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