Back to top

INDEMNIFICATION AGREEMENT

Indemnification Agreement

INDEMNIFICATION AGREEMENT | Document Parties: AFFINITY GROUP HOLDING, INC. | AFFINITY GROUP, INC You are currently viewing:
This Indemnification Agreement involves

AFFINITY GROUP HOLDING, INC. | AFFINITY GROUP, INC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: INDEMNIFICATION AGREEMENT
Governing Law: Minnesota     Date: 4/15/2005

INDEMNIFICATION AGREEMENT, Parties: affinity group holding  inc. , affinity group  inc
50 of the Top 250 law firms use our Products every day


QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.8


INDEMNIFICATION AGREEMENT

        This Agreement is made and entered into as of the 28th day of July, 1993, by and between AFFINITY GROUP, INC., a Delaware corporation (the "Company") and                         ("Indemnitee").

        WHEREAS, corporate officers and directors and persons who have consented to become directors are faced with the prospects of significant personal liability arising out of recent court decisions dealing with the activities of such individuals and the increasing unavailability and high cost of insurance;

        WHEREAS, the Company realizes that, to attract and retain qualified officers and directors and to attract qualified persons who consent to be directors, it must provide them with increased protection against personal liability and the costs of litigation; and

        WHEREAS, the Company has requested that the Indemnitee serve as a director of the Company and as an officer, director, employee, or agent of other corporations, subsidiaries, partnerships, joint ventures, trusts and other enterprises as requested by the Company, and the Indemnitee wishes to so serve;

        NOW THEREFORE, the parties hereby agree as follows:

        1.     Agreement to Serve.     Indemnitee has consented to serve and will, upon his election, serve the Company and any other corporation, subsidiary, partnership, joint venture, trust or other enterprise which Indemnitee serves at the request of the Company, so long as Indemnitee is duly elected and qualified in accordance with the provisions of the articles of incorporation and bylaws of the Company or until such sooner time as Indemnitee tenders a resignation in writing. The Company expressly confirms and agrees that it has entered into this agreement and assumed the obligations which are imposed on the Company in order to induce Indemnitee to consent to serve and, when elected, to serve as a director of the Company and acknowledges that Indemnitee is relying upon this agreement in consenting to serve and in serving in such capacity.

        2.     Maintenance of Insurance.     The Company currently does not have in effect policies of insurance which provide insurance protection for its directors and officers against liabilities which may be incurred by them on account of their services to the Company. The Company may, but shall not be required to, put such insurance in effect. If such insurance is maintained by the Company, such insurance, to the extent of the coverage it provides, shall be primary and this agreement of indemnity shall be effective only to the extent that Indemnitee is not reimbursed pursuant to such insurance coverage. If such insurance is not maintained by the Company, Indemnitee shall be indemnified fully by the Company in accordance with the provisions of this agreement.

        3.     Indemnification.     The Company shall indemnify Indemnitee from any liability which may be incurred as a result of the Indemnitee's consenting to serve as a director and serving as a director of the Company or as an officer, director, employee or agent of any other corporation, subsidiary, partnership, joint venture, trust or other enterprise which Indemnitee serves at the request of the Company in accordance with, and to the fullest extent authorized by, the provisions of the Delaware General Corporation Law, as it may from time to time be amended.

        4.     Additional Indemnification.     In addition to the indemnification provided in the preceding section and subject to the exclusions set forth in section 6, the Company agrees to hold harmless and to indemnify Indemnitee against any and all expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative to which the Indemnitee is, was, or at any time becomes a witness or party or is threatened to be made a witness or party by reason of the fact that Indemnitee has consented to be, is or was at any time a director, officer, employee, or agent of the Company or is or was serving or at any time serves at the request of the Company as a director, officer, employee, or agent of the Company or




is or was serving or at any time serves at the request of the Company as a director, officer, employee, or agent of another corporation, subsidiary, partnership, joint venture, trust or other enterprise, except with respect to an action commenced by Indemnitee against the Company or by Indemnitee as a derivative action by or in the right of the Company. With respect to an action commenced by Indemnitee against the Company or by Indemnitee as a derivative action by or in the right of the Company, Indemnitee shall only be indemnified as determined by the board of directors in the specific case.

        5.     Contribution.     If the indemnification provisions provided in section 4 should, under applicable law, be unenforceable or insufficient to hold Indemnitee harmless in respect of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee by reason of the fact of Indemnitee's consent to serve or service to or at the request of the Company, then the Company agrees that, for purposes of this section 5, the Company shall be treated as if it were a party who was or was threatened to be made a party defendant to the threatened, pending or completed action, suit or proceeding in which Indemnitee was involved and the Company shall contribute to the amounts paid or payable by Indemnitee as a result of such expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits accruing to the Company on the one hand and Indemnitee on the other and which arose out of the action or inaction or alleged action or inaction underlying the threatened, pending or contemplated suit or proceeding in which Indemnitee was involved, (ii) the relative fault of the Company on the one hand and Indemnitee on the other in connection with such action or inaction, or alleged action or inaction, and (iii) any other relevant equitable considerations. For purposes of this section 5, the relative benefit of the Company shall be deemed to be the benefits accruing to it and to all of the directors, officers, employees and agents (other than Indemnitee) as a group and treated as one entity, and the relative benefit of Indemnitee shall be deemed to be an amount not greater than Indemnitee's yearly base salary or director's compensation from the Company during the first year in which the action or inaction, or alleged action or inaction, forming the basis for the threatened, pending or contemplated suit or proceeding was alleged to have occurred. The relative fault shall be determined by reference to, among other things, the fault of the Company and all of its directors, officers, employees and agents (other than Indemnitee) as a group and treated as one entity, and Indemnitee's and such group's relative intent, knowledge, access to information and opportunity to have altered or prevented the action or inaction, or alleged action or inaction, forming the basis for the threatened, pending or contemplated suit or proceeding. Determinations and authorizations of payments under this section shall be made in the manner specified in section 9, and Indemnitee shall have the same remedies with regard thereto as set forth in section 10.

        6.     Limitations on Indemnity and Contribution.     No indemnity pursuant to section 4 or contribution pursuant to section 5 shall be paid by the Company:

  •         6.1    for which and to the extent that payment is actually made to Indemnitee under a valid and collectible insurance policy;

            6.2    for which and to the extent that Indemnitee is indemnified or receives a recovery other than pursuant to this agreement;

            6.3    with respect to any proceeding by or in the right of the Company, except that indemnity or contribution shall be made, to the extent permitted by law, against reasonable expenses in respect of any proceeding in which Indemnitee shall not have been adjudged liable to the Company;

            6.4    with respect to acts or omissions which are prohibited under Section 145 of the Delaware General Corporation Law, as amended from time to time;

            6.5    if a final decision by a court having jurisdiction in the matter shall determine that such indemnification or contribution is not lawful.




        7.     Advancement of Expenses.     The Company shall pay the costs and expenses reasonably incurred by Indemnitee in investigating, defending, and appealing any threatened, pending or completed civil or criminal action, suit or proceeding, administrative or investigative, against Indemnitee in advance of final determination, upon receipt by the Company of (i) a written affirmation by Indemnitee of Indemnitee's good faith belief that Indemnitee has met the standard of conduct necessary for indemnification or contribution, if any, and (ii) a written undertaking by or on behalf of Indemnitee to repay any amounts so advanced if and to the extent it ultimately shall be determined that Indemnitee is not entitled to indemnification or contribution by the Company. Determinations and authoriz


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more