EXHIBIT 10.3
INDEMNIFICATION AGREEMENT
-------------------------
This Indemnification Agreement is effective as of the 31st day
of
October, 2006 by and among Natural Health Trends Corp., a Delaware
corporation
(the "Company"), and Terry L. LaCore ("LaCore") and Mark D.
Woodburn
("Woodburn", collectively with LaCore, the "Indemnifying
Parties").
R E
C I T A L S
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WHEREAS, in order to induce the Company to enter into that
certain
agreement dated as of the date hereof among the Company and the
Indemnifying
Parties (the "October 2006 Agreement"), the Indemnifying Parties
agree to
provide for the indemnification of the Indemnified Parties (as
hereinafter
defined) to the extent provided hereunder.
NOW THEREFORE, for good and valuable consideration, the receipt
and
sufficiency of which are hereby acknowledged by the parties, the
Indemnifying
Parties and the Company hereby agree as set forth below:
1.
Definitions. In addition to the definitions in the recitals or
the body of this Agreement, as used herein, the following terms
shall have the
following definitions:
(a) References
to "Indemnified Parties" (or to an "Indemnified
Party") shall include the Company, its subsidiaries and affiliates,
and each of
their respective officers and directors.
(b)
"Indemnified Conduct" means all conduct or other activities of
an Indemnifying Party, except for (i) the Specified Conduct (as
defined in that
certain Limited Release dated the date hereof executed by the
Indemnifying
Parties in favor of the Company and certain other releasees) and
(ii) conduct
for which such Indemnifying Party is entitled to indemnification
from the
Company under the Company's certificate of incorporation, by-laws,
the Delaware
General Corporation Law ("DGCL") and the case law interpreting the
DGCL.
2.
Indemnification. Each of the Indemnifying Parties agrees as to
his individual conduct to indemnify and hold harmless each
Indemnified Party
from and against any and all losses, claims, damages, liabilities
reasonably and
actually incurred by the Company as a result of the Indemnified
Conduct.
3.
Notice of Claims. If notice of any action, claim, proceeding
or investigation is received by an Indemnified Party in respect of
which
indemnity may be sought against the Indemnifying Parties hereunder,
such
Indemnified Party will promptly notify the Indemnifying Parties in
writing of
the commencement thereof. However, the omission to so notify any
Indemnifying
Parties will not relieve such Indemnifying Parties from any
liability to such
Indemnified Party he
