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Exhibit 10.2
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT,
dated as of November 28, 2006, is made by and between AFC
Enterprises, Inc., a Minnesota corporation (the "Company"), and
Cheryl A. Bachelder, a director of the Company ("Director").
WHEREAS, Director is a member of
the Board of Directors of the Company; and
WHEREAS, it will be difficult to
retain directors of the Company unless such directors are
adequately indemnified against liabilities incurred and claims made
in performance of their duties as directors of the Company; and
WHEREAS, it is in the best
interests of the Company to retain such directors by providing
adequate indemnification by means of indemnification agreements
with individual directors.
NOW, THEREFORE, in consideration
of Director’s continued service as a director of the Company,
and as an inducement to Director to continue to serve as a director
of the Company, the Company and Director agree as follows:
1. Indemnification .
The Company agrees to indemnify and hold Director harmless from and
against any claims, liabilities, damages, judgments, penalties,
fines or expenses of any type whatsoever incurred by Director in or
arising out of the status, capacities or activities of Director as
a director of the Company to the maximum extent permitted under
Minnesota Statutes, Section 302A.521 (attached hereto as
Exhibit A) as in effect on the date hereof.
2. Advances of
Expenses . Subject to Director’s execution of a written
affirmation, satisfactory to the Company, of the Director’s
good faith belief that the criteria for indemnification have been
satisfied and to repay all amounts advanced by the Company if it is
ultimately determined that the criteria for indemnification have
not been satisfied, the Company shall advance all expenses incurred
by Director in connection with the investigation, defense,
settlement or appeal of any proceeding, action or investigation to
which Director is a party or is threatened to be made a party
arising out of the status, capacities or activities of Director as
a director of the Company to the maximum extent permitted under
Minnesota Statutes, Section 302.521, subd. 3 as in effect on
the date of this Agreement upon the determination by the Company
that the facts then known to those making the determination would
not preclude indemnification under Section 502A.521, subd. 6 within
60 days after receipt of said written affirmation. Director
shall have a reasonable right to appear in person and to be
represented by counsel.
3. Other Rights of
Directors . The right of Director to indemnification or advance
of expenses pursuant to this Agreement shall not be exclusive of
other rights Director may have (i) under applicable law,
(ii) pursuant to other agreements between the Company and
Director or the Company’s Articles of Incorporation or
Bylaws, or (iii) pursuant to any agreement with a third party
(by way of insurance, indemnification or otherwise).
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4. Absolute Right to
Indemnification and Advances of Expenses . The Company agrees
that it shall not, and the Company hereby waives all rights that it
has or may have to, refuse to indemnify or advance expenses, or
withhold payment of amounts for which Director is indemnified
hereunder, or for advance of expenses to Director, based on any
breach or alleged breach of any of the provisions of this Agreement
by Director or for any other reason w
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