INDEMNIFICATION AGREEMENT
THIS
INDEMNIFICATION AGREEMENT , (this “Agreement”) is
made and entered into effective as of December 18, 2008 by and
between Federal Home Loan Bank of Topeka, (the “Bank”),
and ____________, a[n officer] [director] of the Bank (the
“[Officer][Director]”).
RECITALS
WHEREAS ,
Section 8.3 of the Bank’s Amended and Restated Bylaws
(“Bylaws”) provides the Bank’s
[officers][directors] with certain rights to indemnification;
and
WHEREAS, the
Bank desires to supplement its contractual duty and obligation to
indemnify its [officers][directors] in accordance with Section 8.3
of the Bank’s Bylaws by entering into indemnification
agreements with its [officers][directors] that provide materially
similar indemnification rights and duties as that provided in the
Bylaws; and
WHEREAS , this
Agreement is being entered into as part of the
[Officer’s][Director’s] total consideration for serving
as a[n officer][director] of the Bank; and
WHEREAS , the
[Officer][Director] desires to serve and continue to serve as a[n
officer][director] of the Bank and to enter into such an agreement
to supplement the indemnification rights provided in the
Bylaws.
NOW THEREFORE
, in consideration of the mutual premises and covenants contained
herein, the Bank and the [Officer][Director] do hereby covenant and
agree as follows:
AGREEMENT
1. Actions Not By or in the Right of the Bank.
The Bank shall indemnify the [Officer][Director] who was or is a
Party, or is threatened to be made a party, to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, other than an action,
suit or proceeding by or in the right of the Bank, by reason of the
fact that the [Officer][Director]:
(i) is or was a[n
officer][director] of the Bank, or
(ii) is or was serving at the request of the
Bank as a director, of another corporation, partnership, joint
venture, trust or other enterprise, or
(iii) rendered or
attempted to render emergency aid including, without limitation,
first
aid, rescue
breathing, cardiopulmonary resuscitation, or use of an
automated
external
defibrillator, on Bank premises or at any Bank-sponsored event,
function
or activity, if the [Officer][Director] is or
was a director of the Bank at the time of such action or
actions,
against expenses, judgments, fines and amounts
paid in settlement, actually and reasonably by the
[Officer][Director] in connection with such action, suit or
proceeding, including attorney fees, if the [Officer][Director]
acted in good faith and in a manner the [Officer][Director]
reasonably believed to be in, or not opposed to, the best interests
of the Bank; and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the
[Officer’s][Director’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 the
[Officer][Director] did not act in good faith and in a manner which
the [Officer][Director] reasonably believed to be in, or not
opposed to, the best interests of the Bank, and, with respect to
any criminal action or proceeding, had reasonable cause to believe
that the [Officer’s][Director’s] conduct was
unlawful.
2. Actions By or in the Right of the Bank . The
Bank shall indemnify the [Officer][Director] who was or is a party,
or is threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, by or in the right of the
Bank to procure a judgment in its favor by reason of the fact that
the [Officer][Director] is or was a[n officer][director], of the
Bank, or is or was serving at the request of the Bank as a director
of another corporation, partnership, joint venture, trust or other
enterprise, against expenses actually and reasonably incurred by
the [Officer][Director] in connection with the defense or
settlement of such action or suit, including attorney fees, if the
[Officer][Director] acted in good faith and in a manner the
[Officer][Director] reasonably believed to be in, or not opposed
to, the best interests of the Bank and except that no
indemnification shall be made in respect to any claim, issue or
matter as to which the [Officer][Director] shall have been adjudged
to be liable to the Bank unless and only to the extent that the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view
of all the circumstances of the case, the [Officer][Director] is
reasonably and fairly entitled to indemnity for such expenses which
the court shall deem proper.
3. Success on the
Merits or Otherwise . To the extent that the
[Officer][Director] has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in Section
1 or 2, or in defense of any claim, issue or matter therein, the
[Officer][Director] shall be indemni
|