EXHIBIT 10
INDEMNIFICATION
AGREEMENT
THIS INDEMNIFICATION
AGREEMENT (the “
Agreement ”) is made as of
, by and between SUPERIOR UNIFORM GROUP, INC. , a Florida
corporation (the “ Company ”), and
(the “ Indemnitee ”).
RECITALS
The Company and Indemnitee recognize
the increasing difficulty in obtaining liability insurance for
directors, officers and key employees and the significant increases
in the cost of such insurance and the general reductions in the
coverage of such insurance. The Company and Indemnitee further
recognize the substantial increase in corporate litigation in
general, subjecting directors, officers and key employees to
expensive litigation risks at the same time as the availability and
coverage of liability insurance has been severely limited.
Indemnitee does not regard the current protection available as
adequate under the present circumstances, and Indemnitee and agents
of the Company may not be willing to continue to serve as agents of
the Company without additional protection. The Company desires to
attract and retain the services of highly qualified individuals,
such as Indemnitee, and to indemnify its directors, officers and
key employees so as to provide them with the maximum protection
permitted by law.
NOW, THEREFORE,
in consideration of the mutual
promises made in this Agreement, and for other good and valuable
consideration, receipt of which is hereby acknowledged, the Company
and Indemnitee hereby agree as follows:
1. Indemnification
.
(a) Third Party
Proceedings . The Company shall indemnify Indemnitee if
Indemnitee is or was a party, participant or witness or is
threatened to be made a party to or participant or witness in any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, alternative dispute resolution,
administrative or investigative (other than an action by or in the
right of the Company) by reason of the fact that Indemnitee is or
was, or is or was alleged to be, a director, officer, employee or
agent of the Company, or any subsidiary of the Company, by reason
of any action or inaction, or alleged action or inaction, on the
part of Indemnitee while an officer or director, or while alleged
to be an officer or director, or by reason of the fact that
Indemnitee is or was, or is or was alleged to be, serving at the
request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, or in connection with the enforcement or interpretation
of this Agreement, against all expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement (if such
settlement is approved in advance by the Company, which approval
shall not be unreasonably withheld, conditioned or delayed)
actually and reasonably incurred by Indemnitee which may be
incurred or suffered by Indemnitee as a result of or arising out of
prosecuting, defending, settling or investigating such action, suit
or proceeding if Indemnitee acted in good faith and in a manner
Indemnitee 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 no reasonable cause to believe
Indemnitee’s conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that Indemnitee did not
act in good faith and in a manner which Indemnitee reasonably
believed to be in or not opposed to the best interests of the
Company or, with respect to any criminal action or proceeding, that
Indemnitee had reasonable cause to believe that Indemnitee’s
conduct was unlawful.
(b) Proceedings By or in the
Right of the Company . The Company shall indemnify
Indemnitee if Indemnitee was or is a party to or participant or
witness in, or is threatened to be made a party to or participant
or witness in, any threatened, pending or completed action or
proceeding by or in the right of the Company or any subsidiary of
the Company to procure a judgment in its favor by reason of the
fact that Indemnitee is or was, or is or was alleged to be, a
director, officer, employee or agent of the Company, or any
subsidiary of the Company, by reason of any action or inaction, or
alleged action or inaction, on the part of Indemnitee while an
officer or director, or while alleged to be an officer or director,
or by reason of the fact that Indemnitee is or was, or is or was
alleged to be, serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys’ fees) and, to the fullest extent
permitted by law, amounts paid in settlement (if such settlement is
approved in advance by the Company, which approval shall not be
unreasonably withheld, conditioned or delayed), in each case to the
extent actually and reasonably incurred by Indemnitee in connection
with the defense or settlement of such action or suit if Indemnitee
acted in good faith and in a manner Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company and
its shareholders, except that no indemnification shall be made in
respect of any claim, issue or matter as to which Indemnitee
shall
have been finally adjudicated by court order or
judgment to be liable to the Company in the performance of
Indemnitee’s duty to the Company and its shareholders unless
and only to the extent that the court in which such action or
proceeding is or was pending shall determine upon application that,
in view of all the circumstances of the case, Indemnitee is fairly
and reasonably entitled to indemnity for such expenses which such
court shall deem proper.
(c) Mandatory Payment of
Expenses . Notwithstanding any other provision of this
Agreement other than Section 11, to the extent that Indemnitee
has been successful on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, in the
defense of any action, suit, proceeding, inquiry or investigation
referred to in Section (1)(a) or Section (1)(b) hereof or
in the defense of any claim, issue or matter therein, Indemnitee
shall be indemnified against all expenses (including
attorneys’ fees, all other costs, expenses and obligations
incurred in connection with investigating, defending a witness in
or participating in (including on appeal), or preparing to defend,
be a witness in or participate in, any such action, suit,
proceeding, alternative dispute resolution mechanism, hearing,
inquiry or investigation), judgments, fines, penalties and amounts
paid in settlement (if such settlement is approved in advance by
the Company, which approval shall not be unreasonably withheld) of
such claim and any federal, state, local or foreign taxes imposed
on Indemnitee as a result of the actual or deemed receipt of any
payments under this Agreement, actually and reasonably incurred by
Indemnitee in connection therewith.
2. Contribution . If
the indemnification provided for in Section 1(a) or
Section 1(b) above for any reason is held by a court of
competent jurisdiction to be unavailable to Indemnitee in respect
of any losses, claims, damages, expenses or liabilities referred to
therein, then the Company, in lieu of indemnifying Indemnitee
thereunder, shall contribute to the amount paid or payable by
Indemnitee as a result of such losses, claims, damages, expenses or
liabilities (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company and the
Indemnitee from the transaction from which the claim arose, or
(ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to
in clause (i) above but also the relative fault of the Company
and Indemnitee in connection with the action or inaction which
resulted in such losses, claims, damages, expenses or liabilities,
as well as any other relevant equitable considerations. The
relative fault of the Company and of Indemnitee shall be determined
by reference to, among other things, the parties’ relative
intent, knowledge, access to information and opportunity to correct
or prevent the circumstances resulting in such losses, claims,
damages, expenses or liabilities. The Company and Indemnitee agree
that it would not be just and equitable if contribution pursuant to
this Section 2 was determined by pro rata or by any other
method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding
paragraph.
3. No Employment Rights
. Nothing contained in this Agreement is intended to create in
Indemnitee any right to continued employment.
4. Expenses; Indemnification
Procedure .
(a) Advancement of
Expenses . The Company shall promptly advance all expenses
incurred by Indemnitee in connection with the investigation,
defense, settlement or appeal of any civil or criminal action, suit
or proceeding referred to in Section l(a) or Section 1(b)
hereof (including amounts actually paid in settlement of any such
action, suit or proceeding). Indemnitee hereby undertakes to repay
such amounts advanced only if, and to the extent that, it shall
ultimately be determined that Indemnitee is not entitled to be
indemnified by the Company as authorized hereby.
(b) Notice/Cooperation by
Indemnitee and Company . Indemnitee shall give the Company
notice in writing as soon as practicable of any claim made against
Indemnitee for which indemnification will or could be sought under
this Agreement. Notice to the Company shall be directed to the
Chief Executive Officer of the Company and shall be given in
accordance with the provisions of Section 16(d) below. In
addition, Indemnitee shall give the Company such information and
cooperation relating to the matters as to which indemnification is
sought hereunder as it may reasonably require and as shall be
within Indemnitee’s power. The failure of the Idemnitee to
provide such notice as soon as practicable shall not relieve the
Company of its indemnification and other obligations under this
Agreement; provided, however, if, and only to the extent that, the
Company is financially injured directly as a result of the
Indemnitee’s failure to provide timely written notice as
required in this Section (b), then the amounts otherwise payable to
the Indemnitee hereunder shall be appropriately and equitably
reduced by the amount of such financial injury to the Company.
Indemnitee shall not effect any settlement without the
Company’s written consent, which consent shall not be
unreasonably withheld, unless Indemnitee shall have determined to
undertake his own defense in such matter and has waived the
benefits of this Agreement as to amounts payable with respect to
such settlement. The Company shall not settle any proceeding to
which Indemnitee is a party in any manner which would impose any
penalty on Indemnitee without Indemnitee’s written consent.
Neither Indemnitee nor the Company will unreasonably withhold
consent to any proposed settlement. Indemnitee shall cooperate to
the extent reasonably possible with the Company and/or its
insurers, in attempts to defend and/or settle such
proceeding.
(c) Procedure . Any
indemnification and advances provided for in Section 1 and
this Section 4 shall be made no later than thirty
(30) days after receipt of the written request of Indemnitee.
If a claim under this Agreement, under any statute, or under any
provision of the Company’s Articles of Incorporation or
Bylaws providing for indemnification, is not paid in full by the
Company within thirty (30) days after a written request for
payment thereof has first been received by the Company, Indemnitee
may, but need not, at any time thereafter bring an action against
the Company to recover the unpaid amount of the claim and, subject
to Section 14 of this Agreement, Indemnitee shall also be
entitled to be paid for the expenses (including attorneys’
fees) of bringing such action. It shall be a defense to any such
action (other than an action brought to enforce a claim for
expenses incurred in connection with any action, suit or proceeding
in advance of its final disposition) that Indemnitee has not met
the standards of conduct which make it permissible under applicable
law for the Company to indemnify Indemnitee for the amount claimed,
but the burden of proving such defense shall be on the Company and
Indemnitee shall be entitled to receive interim payments of
expenses pursuant to Section 4(a) unless and until such
defense may be finally adjudicated by court order or judgment from
which no further right of appeal exists. It is the parties’
intention that if the Company contests Indemnitee’s right to
indemnification, the question of Indemnitee’s right to
indemnification shall be for the court to decide, and neither the
failure of the Company (including its Board of Directors, any
committee or subgroup of the Board of Directors, independent legal
counsel, or its shareholders) to have made a determination that
indemnification of Indemnitee is proper in the circumstances
because Indemnitee has met the applicable standard of conduct
required by applicable law, nor an actual determination by the
Company (including its Board of Directors, any committee or
subgroup of the Board of Directors, independent legal counsel, or
its shareholders) that Indemnitee has not met such applicable
standard of conduct, shall create a presumption that Indemnitee has
or has not met the applicable standard of conduct.
(d) Notice to Insurers
. If, at the time of the receipt of a notice of a claim
pursuant to Section 4(b) hereof, the Company has director and
officer liability insurance in effect covering Indemnitee, the
Company shall give prompt notice of the commencement of such
proceeding to the insurers in accordance with the procedures set
forth in the respective policies and provide copies thereof to
Indemnitee. The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of or to
the Indemnitee, all amounts payable as a result of such proceeding
in accordance with the terms of such policies. The obligations of
the Company to Indemnitee under this Agreement shall remain in full
force regardless of whether insurance covering Indemnitee is
obtained or in force, except that any payments made to or for the
benefit of Indemnitee under a policy of insurance shall reduce the
obligations of the Company hereunder.
(e) Selection of Counsel
. In the event the Company shall be obligated under
Section 4(a) he
