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Exhibit
10.1
INDEMNIFICATION
AGREEMENT
This Indemnification
Agreement (the “Agreement”) is made as of
[ ]
by and between Ryerson Inc., a Delaware corporation (the
“Company”), and
[ ]
(“Indemnitee”).
RECITALS
WHEREAS, highly competent
persons have become more reluctant to serve publicly held
corporations as directors, officers or in other capacities unless
they are provided with adequate protection through insurance or
adequate indemnification against inordinate risks of claims and
actions against them arising out of their service to and activities
on behalf of the corporation;
WHEREAS, the Board of
Directors of the Company (the “Board”) has determined
that, in order to attract and retain qualified individuals, the
Company will attempt to maintain on an ongoing basis, at its sole
expense, liability insurance to protect persons serving the Company
and its subsidiaries from certain liabilities. Although the
furnishing of such insurance has been a customary and widespread
practice among United States-based corporations and other business
enterprises, the Company believes that, given current market
conditions and trends, such insurance may be available to it in the
future only at higher premiums and with more exclusions. At the
same time, directors, officers, and other persons in service to
corporations or business enterprises are being increasingly
subjected to expensive and time-consuming litigation relating to,
among other things, matters that traditionally would have been
brought only against the corporation or business enterprise itself.
The By-laws of the Company require indemnification of the officers
and directors of the Company. Indemnitee may also be entitled to
indemnification pursuant to the General Corporation Law of the
State of Delaware (“DGCL”). The By-laws and the DGCL
expressly provide that the indemnification provisions set forth
therein are not exclusive, and thereby contemplate that contracts
may be entered into between the Company and members of the board of
directors, officers and other persons with respect to
indemnification;
WHEREAS, the uncertainties
relating to such insurance and to indemnification have increased
the difficulty of attracting and retaining such persons;
WHEREAS, the Board has
determined that the increased difficulty in attracting and
retaining such persons is detrimental to the best interests of the
Company’s stockholders and that the Company should act to
assure such persons that there will be increased certainty of such
protection in the future;
WHEREAS, it is reasonable,
prudent and necessary for the Company contractually to obligate
itself to indemnify, and to advance expenses on behalf of, such
persons to the fullest extent permitted by applicable law so that
they will serve or continue to serve the Company free from undue
concern that they will not be so indemnified;
WHEREAS, this Agreement is a
supplement to and in furtherance of the By-laws of the Company and
any resolutions adopted pursuant thereto, and shall not be deemed a
substitute therefor, nor to diminish or abrogate any rights of
Indemnitee thereunder;
WHEREAS, Indemnitee does not
regard the protection available under the Company’s By-laws
and insurance as adequate in the present circumstances, and may not
be willing to serve as an officer or director without adequate
protection, and the Company desires Indemnitee to serve in such
capacity. Indemnitee is willing to serve, continue to serve and to
take on additional service for or on behalf of the Company on the
condition that he be so indemnified; and
NOW, THEREFORE, in
consideration of the premises and of the Indemnitee continuing to
serve the Company as an officer and/or director, the Company and
Indemnitee do hereby covenant and agree as follows:
Section 1.
Definitions
In addition to terms defined
elsewhere herein, the following terms have the following meanings
when used in this Agreement:
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(a) |
A “Change in Control” shall be deemed to have
occurred if: |
(i) any “person”
(as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)),
other than (w) the Company, (x) a trustee or other
fiduciary holding voting securities under an employee benefit plan
of the Company, (y) an underwriter temporarily holding voting
securities pursuant to an offering of such securities, or
(z) a corporation owned, directly or indirectly, by the
security holders of the Company in substantially the same
proportions as their ownership of voting securities of the Company,
is or becomes the “beneficial owner” (as defined in
Rule 13d 3 under the Exchange Act), directly or indirectly, of
voting securities of the Company (not including in the voting
securities beneficially owned by such person any voting securities
acquired directly from the Company or its affiliates) representing
20% or more of the combined voting power of the Company’s
then outstanding voting securities;
(ii) during any period of two
consecutive years (not including any period prior to the execution
of this Agreement), 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 security
holders 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 (collectively,
“Continuing Directors”), cease for any reason to
constitute a majority thereof; provided, however, that any director
who assumes office in connection with an agreement with the Company
to effect a transaction described in clauses (i), (iii) or
(iv) of this Section 1(a) or any new director who assumes
office in connection with or as a result of an actual or threatened
proxy or other election contest of the Board shall never be (at any
time) a Continuing Director for purposes of this
Section 1(a)(ii), and the nomination or election of such
person shall never constitute, or be deemed to constitute, an
approval by the Continuing Directors for purposes of this
Section 1(a)(ii);
(iii) there occurs 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
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(either by remaining
outstanding or by being converted into voting securities of the
surviving entity or the direct or indirect parent thereof), in
combination with the ownership of any trustee or other fiduciary
holding voting securities under an employee benefit plan of the
Company, at least 60% of the combined voting power of the voting
securities of the Company or such surviving entity or the direct or
indirect parent thereof outstanding immediately after such merger
or consolidation, or a merger or consolidation effected to
implement a recapitalization of the Company (or similar
transaction) in which no person acquires more than 40% of the
combined voting power of the Company’s then outstanding
voting securities;
(iv) the holders of voting
securities of the Company approve a plan of complete liquidation of
the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company’s assets;
or
(v) there occurs any other
event that the Board of Directors deems to be a change in control
of the Company.
(b) “Indemnifiable
Amounts” means any and all Indemnifiable Expenses, damages,
judgments, fines, penalties, excise taxes and amounts paid in
settlement (including all interest, assessments and other charges
paid or payable in connection with or in respect of such
Indemnifiable Expenses, judgments, fines, penalties, excise taxes
or amounts paid in settlement) arising out of or resulting from any
Proceeding.
(c) “Indemnifiable
Expenses” means all expenses, costs and liabilities paid or
incurred in connection with investigating, defending, being a
witness or participating in (including on appeal), or preparing to
investigate, defend, be a witness in or participate in, any
Proceeding, including, without limitation, counsel fees and
disbursements, experts’ fees, investigators’ fees,
court costs, retainers, transcript fees and duplicating costs,
witness fees, travel expenses, printing and binding costs,
telephone charges, postage, delivery service fees, cost bonds,
supersedes bonds, or other appeal bond or its
equivalent.
(d) “Proceeding”
means any threatened, pending or completed action, suit,
arbitration, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or
completed proceeding, whether brought in the right of the Company
or otherwise and whether of a civil, criminal, administrative or
investigative nature, in which Indemnitee was, is or will be
involved as a party or a witness or otherwise by reason of the fact
that Indemnitee is or was a director or officer of the Company, by
reason of any action taken by him or her or of any action on his or
her part while acting as director or officer of the Company, or by
reason of the fact that he is or was serving at the request of the
Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
in each case whether or not serving in such capacity at the time
any liability or expense is incurred. Notwithstanding anything in
this Agreement to the contrary, prior to a Change in Control,
Indemnitee shall not be entitled to indemnification or advancement
under this Agreement in connection with any Proceeding initiated by
Indemnitee unless (i) the Company has joined in or
Company’s Board of Directors has authorized or consented to
the initiation of such Proceeding or (ii) the Proceeding is
one to enforce or defend Indemnitee’s rights under this
Agreement. After a Change in Control, Indemnitiee shall be so
entitled.
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Section 2.
Indemnification
In the event that the
Indemnitee was, is or becomes subject to, a party to or witness or
other participant in, or is threatened to be made subject to, a
party to or witness or other participant in, any Proceeding, the
Company shall indemnify Indemnitee to the fullest extent permitted
by Delaware law in effect on the date hereof and as amended from
time to time; pro
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