EXHIBIT 10.4
Form of
INDEMNITY
AGREEMENT
THIS INDEMNITY AGREEMENT (the
“Agreement”) is made and entered into as of this
day of
,
, by and between National Mercantile Bancorp, a California
corporation (the “Company”) and the undersigned
individual who is a director and/or officer of the Company
(“Indemnitee”) in reference to the following facts and
circumstances:
The Company wishes to continue to
attract and retain high quality directors and officers of its
choice and believes that adequate indemnity or insurance against
the risks of liability is required for this purpose.
NOW, THEREFORE, in consideration of
Indemnitee’s continued service to the Company, the Company
hereby agrees as follows:
1. Indemnification . If
Indemnitee is made a party to or is threatened to be made a party
to or is involuntarily involved in any threatened, pending or
completed action or proceeding which is filed subsequent to the
date hereof, whether civil, criminal, administrative or
investigative (a “Proceeding”), by reason of the fact
that Indemnitee (i) is or was a director and/or officer of the
Company, or (ii) is or was serving at the request of the
Company as a director and/or officer of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise,
or (iii) was a director and/or officer of a foreign or
domestic predecessor corporation of the Company or of another
enterprise at the request of such predecessor corporation, whether
the basis of such Proceeding is an alleged action in an official
capacity as a director or officer, or in any other capacity while
serving as a director or officer, Indemnitee shall be indemnified
and held harmless by the Company to the fullest extent possible,
except as expressly prohibited by the General Corporation Law of
California in effect at the time of the proposed indemnification,
against all expenses, liability and loss (including, without
limitation, attorneys’ fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement)
actually and reasonably incurred or suffered by Indemnitee in
connection with such Proceeding. Expenses incurred by Indemnitee in
defending any such Proceeding shall be advanced by the Company
prior to the final disposition of any such Proceeding upon receipt
by the Company of an undertaking by or on behalf of Indemnitee to
repay all amounts so advanced if it should be determined ultimately
that Indemnitee is not entitled to be indemnified under this
Agreement or otherwise.
2. Remedy to Enforce Right to
Indemnification. If a claim for indemnity under Section 1
of this Agreement is
