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Exhibit 10.2 INDEMNIFICATION AGREEMENT
THIS
INDEMNIFICATION AGREEMENT (the "Agreement") is made as of this
_____ day of
, 2009, by and between UCBH Holdings, Inc., a Delaware corporation
(the "Corporation"), and
, an individual ("Indemnitee"). RECITALS
A. The
Corporation and Indemnitee recognize that unforeseen litigation may
subject directors, officers and agents to costs and expenses.
B. The
Corporation desires to attract and retain the services of highly
qualified individuals, such as Indemnitee, to serve as directors,
officers and agents of the Corporation and to indemnify its
directors, officers and agents so as to provide them with the
maximum protection permitted by law.
In
consideration of the Recitals set forth above and the mutual
covenants and agreements set forth below, the Corporation and
Indemnitee do hereby agree as follows: AGREEMENT
1.
Indemnification and Expense Advancement .
(a)
Proceedings Other than by Right of the Corporation . The
Corporation shall indemnify Indemnitee if Indemnitee was or is a
party or is threatened to be made a party to any proceeding (other
than an action by or in the right of the Corporation to procure a
judgment in its favor) by reason of the fact that Indemnitee is or
was an Agent (as defined in Section 1(i) below) of the Corporation,
against costs, expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with such
proceeding 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 Corporation and, in the case of a criminal
proceeding, has no reasonable cause to believe the conduct of
Indemnitee 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 the best
interests of the Corporation or that Indemnitee had reasonable
cause to believe that Indemnitee’s conduct was unlawful.
(b)
Proceedings By or in the
Right of the Corporation . The Corporation shall indemnify
Indemnitee if Indemnitee was or is a party or is threatened to be
made a party to any threatened, pending or completed action by or
in the right of the Corporation to procure a judgment in its favor
by reason of the fact that Indemnitee is or was an Agent of the
Corporation, against expenses actually and reasonably incurred by
Indemnitee in connection with the defense or settlement of such
action if Indemnitee acted in good faith, in a manner
Indemnitee believed to be in or not opposed to the best interests
of the Corporation and its stockholders; except that no
indemnification shall be made under this Section 1(b) for any of
the following:
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(i) In respect of
any claim, issue or matter as to which Indemnitee shall have been
adjudged to be liable to the Corporation in the performance of
Indemnitee’s duty to the Corporation and its stockholders,
unless and only to the extent that the court in which such
proceeding is or was pending or the Delaware Court of Chancery
shall determine upon application that, in view of all the
circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnity for the expenses which such court shall
determine;
(ii) Of amounts paid
in settling or otherwise disposing of a pending action without
court approval; or
(iii) Of expenses incurred
in defending a pending action which is settled or otherwise
disposed of without court approval.
(c)
Determination of Right of Indemnification . Any
indemnification under Sections 1(a) and (b) shall be made by
the Corporation only if authorized in the specific case, upon a
determination that indemnification of Indemnitee is proper in the
circumstances because Indemnitee has met the applicable standard of
conduct set forth above in Sections 1(a) and (b) by any of the
following:
(i) A majority vote
of a quorum of the Corporation’s board of directors
consisting of directors who are not parties to such proceeding; or
(ii) If such a quorum of
directors is not obtainable, by independent legal counsel in a
written opinion; or
(iii) Approval of the
stockholders by the affirmative vote of a majority of the shares
entitled to vote represented at a duly held meeting at which a
quorum is present or by the written consent of stockholders as
provided in the Bylaws, with the shares owned by the person to be
indemnified not being entitled to vote thereon; or
(iv) By the court in which
such proceeding is or was pending upon application made by the
Corporation or its Agent or attorney or other person rendering
services in connection with the defense, whether or not such
application by the Agent, attorney or other person is opposed by
the Corporation.
(d) Advances of
Expenses . Expenses (including reasonable attorneys’ and
experts’ fees), costs, and charges incurred in defending any
proceeding shall be advanced promptly by the Corporation prior to
the final disposition of such proceeding upon receipt of a written
undertaking by or on behalf of Indemnitee to repay such amount
unless it shall be determined ultimately that Indemnitee is
entitled to be indemnified as authorized in this Section 1.
The form of such undertaking shall be substantially similar to
Exhibit A hereto.
(e) Indemnification
Against Expenses of Successful Party . Notwithstanding the
other provisions of this Section 1, to the extent that
Indemnitee has been successful on the merits in a defense of any
proceeding, claim, issue or matter referred to in Sections 1(a) and
(b),
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Indemnitee shall be indemnified against all expenses actually
and reasonably incurred by Indemnitee in connection therewith.
(f) Right of Indemnitee to
Indemnification Upon Application; Procedure Upon Application .
Any indemnification provided for in Sections 1(a), (b) or
(e) shall be made no later than ninety (90) days after
the Corporation is given notice of request by Indemnitee, provided
that any indemnification under Sections 1(a) and (b) is
authorized pursuant to Section 1(c). Any such request for
indemnification must be made within ninety (90) days of the
final adjudication, dismissal, or settlement of the matter for
which Indemnitee seeks indemnification, unless an appeal is filed,
in which case the request may be made within ninety (90) days
after the appeal is resolved (hereafter referred to as "Final
Disposition"). Upon such notice, if a quorum of directors who were
not parties to the action, suit, or proceeding giving rise to
indemnification is obtainable, the Corporation shall within two
(2) weeks call a Board of Directors meeting to be held within
four (4) weeks of such notice, to make a determination as to
whether Indemnitee has met the applicable standard of conduct.
Otherwise, if a quorum consisting of directors who were not parties
in the relevant action, suit, or proceeding is not obtainable, the
Corporation shall retain (at the Corporation’s expense)
independent legal counsel chosen either jointly by the Corporation
and Indemnitee or else by the Corporation’s counsel within
two (2) weeks to make such determination.
If notice of a request for payment of a claim under any statute,
under this Agreement, or under the Corporation’s Certificate
of Incorporation or Bylaws providing for indemnification or advance
of expenses has been given to the Corporation by Indemnitee, and
such claim is not paid in full by the Corporation within ninety
(90) days of the later occurring of the giving of such notice
and Final Disposition in case of indemnification and ten
(10) days of the giving of such notice in case of advance of
expenses, Indemnitee may, but need not, at any time thereafter
bring an action against the Corporation to receive the unpaid
amount of the claim or the expense advance and, if successful,
Indemnitee shall also be paid for the expenses (including
reasonable attorneys’ and experts’ fees) of bringing
such action. It shall be a defense to any such action (other than
an action brought to enforce a claim for expenses incurred in
connection with any action, suit, or proceeding in advance of its
Final Disposition) that Indemnitee has not met the standards of
conduct which make it permissible under applicable law for the
Corporation to indemnify Indemnitee for the amount claimed, and
Indemnitee shall be entitled to receive interim payment of expenses
pursuant to Section 1(d) unless and until such defense may be
finally adjudicated by court order or judgment from which no
further right of appeal exists. Neither the failure of the
Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination that
indemnification of Indemnitee is proper in the circumstances
because Indemnitee has met the applicable standard of conduct
required by applicable law, nor an actual determination by the
Corporation (including its Board of Directors or independent legal
counsel) that Indemnitee has not met such applicable standard of
conduct, shall create a presumption that Indemnitee has or has not
met the applicable standard of conduct.
(g) Insurance .
The Corporation may purchase and maintain insurance on behalf of
any person who is or was an Agent against any liability asserted
against such person and incurred by him or her in any such
capacity, or arising out of his or her status as such,
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whether or not the Corporation would have the power to indemnify
such person against such liability under the provisions of this
Section 1.
(h) Optional Means of Assuring
Payment . Upon request by an Indemnitee certifying that
Indemnitee has reasonable grounds to believe Indemnitee may be made
a party to a proceeding for which Indemnitee may be entitled to be
indemnified under this Section 1, the Corporation may, but is
not required to, create a trust fund, grant a security interest or
use other means (including, without limitation, a letter of credit)
to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.
(i) Definition of Agent . For the
purposes of this Agreement, "Agent" means any person who is or was
a director, officer, employee or other agent of the Corporation, or
is or was serving at the request of the Corporation as a director,
officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise,
or was a director, officer, employee or agent of a foreign or
domestic corporation which was a predecessor corporation of the
corporation or of another enterprise at the request of such
predecessor corporation; "proceeding" means any threatened, pending
or completed action or proceeding, whether civil, criminal,
administrative or investigative; and "expenses" includes without
limitation reasonable attorneys’ and experts’ fees and
any expenses of establishing a right to indemnification.
(j) Indemnification under
Section 145 of the Delaware General Corporation Law .
Subject to the provisions of Delaware Corporation Law
Section 145 and any other applicable law, notwithstanding any
other provisions of this Section 1, the following shall apply
to the indemnification of Indemnitee:
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