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EXHIBIT 10.24
FORM OF INDEMNITY AGREEMENT
This AGREEMENT is made and entered into as of the
day of
,
200 , by and between Houston Wire & Cable Company, a
Delaware corporation (the "Company"), and
(the "Indemnitee").
WHEREAS, Indemnitee serves as a member of the Board of Directors
of the Company (the "Board");
WHEREAS, in accordance with Delaware law and the Company’s
charter and bylaws, the Board is authorized and directed to
undertake certain responsibilities on behalf of the Company and its
stockholders; and
WHEREAS, the Company believes that Indemnitee’s
undertaking of such responsibilities is important to the Company
and that the protection afforded by this Agreement will enhance
Indemnitee’s ability to discharge such responsibilities;
NOW, THEREFORE, in consideration of the premises and of
Indemnitee’s agreement to provide services to the Company as
a member of its Board and, if applicable, as a member of one or
more committees established by the Board, and intending to be
legally bound hereby, the parties hereto agree as follows:
1.
Certain Definitions :
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(a)
Change in Control : shall be deemed to have occurred
if, subsequent to the date of this agreement (i) any "person"
(as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended), other than (a) a
trustee or other fiduciary holding securities under an employee
benefit plan of the Company or any wholly-owned subsidiary or (b) a
corporation owned directly or indirectly by the stockholders of the
Company in substantially the same proportions as their ownership of
stock of the Company, is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under said Act), directly or indirectly,
of securities of the Company representing 20% or more of the total
voting power represented by the Company’s then outstanding
Voting Securities (other than any such person or any affiliate
thereof that is such a 20% beneficial owner as of the date hereof),
or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the
Board and any new director whose election by the Board or
nomination for election by the Company’s stockholders was
approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors at the beginning of
the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a
majority thereof, or (iii) the stockholders of the Company
approve a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would
result in the Voting Securities of the Company outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into Voting Securities
of the surviving entity) at least 80% of the total voting power
represented by the Voting Securities of the Company or such
surviving entity outstanding immediately after such merger or
consolidation, or (iv) the stockholders of the Company approve a
plan of complete liquidation of the Company or an agreement for the
sale or disposition by the Company of (in one transaction or a
series of transactions) all or substantially all the
Company’s assets.
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(b)
Claim : any threatened, pending or completed action,
suit or proceeding (including any mediation, arbitration or other
alternative dispute resolution proceeding), and any appeals
relating thereto, whether instituted by or in the right of the
Company or by any other party, or any inquiry or investigation that
Indemnitee in good faith believes might lead to the institution of
any such action, suit or proceeding, whether civil (including
intentional and unintentional tort claims), criminal,
administrative, investigative or other.
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(c)
Expenses : include attorneys’ fees and all other
costs, expenses and obligations reasonably paid or incurred in
connection with investigating, defending, being a witness in or
participating in (including on appeal), or preparing to defend, be
a witness in or participate in any Claim relating to any
Indemnifiable Event.
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(d)
Indemnifiable Event : any event or occurrence related
to the fact that Indemnitee is or was serving as a member of the
Board or any committee thereof, or taking any action or doing
anything under the authority and direction set forth in, or
otherwise contemplated by Delaware law, the Company’s charter
or bylaws or any resolution or other directive adopted or
authorized by the Board.
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(e)
Independent Legal Counsel : an attorney or firm of
attorneys, selected in accordance with the provisions of
Section 3, who shall not have otherwise performed services for
the Company or Indemnitee within the last five years (other than
with respect to matters concerning the rights of Indemnitee under
this Agreement, or of other indemnitees under similar indemnity
agreements).
2.
Basic Indemnification Arrangement .
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(a)
In the event Indemnitee was, is or becomes a party to or witness or
other participant in, or is threatened to be made a party to or
witness or other participant in, a Claim by reason of (or arising
in part out of) an Indemnifiable Event, the Company shall indemnify
Indemnitee to the fullest extent permitted by law as soon as
practicable but in any event no later than thirty days after
written demand is presented to the Company, against any and all
Expenses, judgments, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges
paid or payable in connection with or in respect of such Expenses,
judgments, fines, penalties or amounts paid in settlement) of such
Claim. If so requested by Indemnitee, the Company shall
advance (within ten business days of such request) any and all
Expenses to Indemnitee (an "Expense Advance").
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