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EXHIBIT 10.2 INDEMNIFICATION AGREEMENT This Indemnification
Agreement, dated as of
, 20
is made by Lindsay Corporation, a Delaware corporation (the
"Company") for the benefit of
, an officer and/or director of the Company (the "Indemnitee").
RECITALS The Company and the Indemnitee recognize that the
present state of the law is too uncertain to provide the
Company’s officers, directors, employees and agents with
adequate and reliable advance knowledge or guidance with respect to
the legal risks and potential liabilities to which they may become
personally exposed as a result of performing their duties for the
Company. A. The Company and the Indemnitee are aware of the
substantial growth in the number of lawsuits filed against
corporate officers, directors, employees and agents in connection
with their activities in such capacities and by reason of their
status as such; B. The Company and the Indemnitee recognize that
the cost of defending against such lawsuits, whether or not
meritorious, is typically beyond the financial resources of most
individuals and, accordingly, represents a significant disincentive
for qualified persons to serve as directors or officers of the
Company; C. The Company believes that it is in the best interest of
the Company and its shareholders to attract and retain qualified
and committed directors and officers and, after reasonable
investigation, believes it is prudent to provide such persons with
a combination of (i) reasonable coverage under a directors and
officers liability insurance policy and (ii) contractual
indemnity from the Company to the fullest extent permitted by law
(as in effect on the date hereof, or, to the extent any amendment
may expand such permitted indemnification, as hereafter in effect)
against personal liability for actions taken in the good faith
performance of their duties to the Company; D. The Company’s
Restated Certificate of Incorporation authorizes the
indemnification of corporate agents of the Company to the fullest
extent permitted by law; E. The Company desires and has requested
the Indemnitee to serve or continue to serve as a director and/or
officer of the Company, free from undue concern for the risks and
potential liabilities associated with such services to the Company;
and F. The Indemnitee is willing to serve, or continue to serve,
the Company, provided, and on the express condition, that he or she
is furnished with the indemnification provided for herein.
AGREEMENT NOW, THEREFORE , the Company and Indemnitee
agree as follows:
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a.
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Expenses . "Expenses" means, for the purposes of
this Agreement, all direct and indirect costs and expenses of any
type or nature whatsoever (including, without limitation, any fees,
retainers and disbursements of Indemnitee’s counsel,
accountants, experts, other witnesses, investigation costs, defense
costs, mediation costs, arbitration costs, court costs (including
appeals), costs of attachment or bonds, transcript costs, travel
expenses, duplicating, printing and binding costs, telephone
charges, postage, delivery service fees and other out-of-pocket
costs and expenses) actually and reasonably incurred by the
Indemnitee in connection with the investigation, preparation,
defense or appeal of a Proceeding; provided, however, that Expenses
shall not include judgments, fines, penalties or amounts paid in
settlement of a Proceeding.
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b.
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Proceeding . "Proceeding" means, for the purposes
of this Agreement, any threatened, pending or completed action,
suit, arbitration, alternative dispute resolution mechanism,
investigation, inquiry, administrative, legislative or other
hearing, or any other actual, threatened or completed proceeding,
whether civil, criminal, administrative or investigative and
whether brought by or in the right of the Company or otherwise, in
which Indemnitee was, is or may be involved as a party, witness or
otherwise, by reason of the fact that Indemnitee is or was a
director and/or officer of the Company or any subsidiary or
affiliate of the Company, by reason of any action taken by him or
her or of any inaction on his or her part while acting as such
director and/or officer, or by reason of the fact that he or she is
or was serving at the request of the Company as a director,
officer, employee or agent of another domestic or foreign
corporation, partnership, joint venture, trust or other enterprise,
whether or not he or she is serving in such capacity at the time
any liability or expense is incurred for which indemnification or
reimbursement can be provided under this Agreement.
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2.
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Agreement to Serve . In consideration of the
protection afforded by this Agreement, if Indemnitee is a director,
he or she has agreed to serve to the best of his or her abilities
until the earlier of (i) the time when Indemnitee fails to be
reelected to the Board of Directors and qualified or (ii) such
time as he or she tenders his or her resignation in writing. If
Indemnitee is an officer, he or she has agreed to serve to the best
of his or her abilities at the will of the Company or under
separate contract, if such contract exists, for so long as
Indemnitee is duly appointed or until such time as he or she
tenders his or her resignation in writing. Nothing contained in
this Agreement is intended to create in Indemnitee any right to
continued employment or any requirement of a continuing
relationship.
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3.
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Indemnification . The Company hereby agrees to
hold harmless and indemnify Indemnitee to the fullest extent
authorized by law, including but not limited to the Delaware
General Corporation Law, as the same exists on the date hereof or
as may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the
Company to provide broader indemnification rights than the law
permitted the Company to provide prior to such amendment). In
furtherance of the foregoing indemnification, and without limiting
the generality thereof:
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a.
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Third Party Proceedings . The Company shall
indemnify Indemnitee against Expenses, judgments, fines, penalties
or amounts paid in settlement actually and reasonably incurred by
Indemnitee in connection with a Proceeding (other than a Proceeding
by or in the right of the Company) if Indemnitee acted in good
faith and in a manner Indemnitee reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect
to any criminal proceeding, had no reasonable cause to believe
Indemnitee’s conduct was unlawful. The termination of any
Proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that Indemnitee did not act in good
faith and in a manner which Indemnitee reasonably believed to be in
or not opposed to the best interests of the Company, or, with
respect to any criminal Proceeding, had reasonable cause to believe
that Indemnitee’s conduct was unlawful.
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b.
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Proceedings By or in the Right of the Company . To
the fullest extent permitted by law, the Company shall indemnify
Indemnitee against Expenses and amounts paid in settlement actually
and reasonably incurred by Indemnitee in connection with a
Proceeding by or in the right of the Company to procure a judgment
in its favor if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company. Notwithstanding the foregoing, no
indemnification shall be made in respect of any claim, issue or
matter as to which Indemnitee shall have been adjudged liable to
the Company in the performance of Indemnitee’s duty to the
Company, unless and only to the extent that the Court of Chancery
of the State of Delaware or the court in which such action or
proceeding is or was pending shall determine upon application that,
in view of all the circumstances of the case, Indemnitee is fairly
and reasonably entitled to indemnification for Expenses and then
only to the extent that the court shall determine.
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c.
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Indemnification for Expenses as a Witness .
Notwithstanding any other provision of this Agreement, the Company
shall indemnify Indemnitee against all expenses actually and
reasonably incurred by Indemnitee in connection with any Proceeding
in which Indemnitee is a witness, but not a party.
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d.
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Scope . Notwithstanding any other provision of
this Agreement, the Company shall indemnify Indemnitee to the
fullest extent permitted by law, notwithstanding that such
indemnification is not specifically authorized by
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other provisions of this Agreement, the Company’s Restated
Certificate of Incorporation, the Company’s Bylaws or by
statute.
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e.
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Exception to Right of Indemnification .
Notwithstanding any other provision of this Agreement, Indemnitee
shall n
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