EXHIBIT 10-EE
INDEMNIFICATION
AGREEMENT
THIS AGREEMENT is made this
day of
, , between
PRIORITY HEALTHCARE CORPORATION, an Indiana corporation (the
“Corporation”), and «Name_of_Officer», an
officer of the Corporation (“Officer”).
WITNESSETH THAT:
WHEREAS, Officer is performing
valuable services for the Corporation; and
WHEREAS, recent developments with
respect to the terms and availability of Officers’ and
Directors’ liability insurance (“D&O
Insurance”) and with respect to the application, amendment
and enforcement of statutory and other indemnification provisions
generally have raised questions concerning the adequacy and
reliability of the protection afforded to Officers thereby;
and
WHEREAS, in order to resolve such
questions and thereby induce Officer to continue to serve as an
officer of the Corporation, the Corporation has determined and
agreed to enter into this contract with Officer;
NOW, THEREFORE, in consideration of
Officer’s continued service as an Officer of the Corporation
after the date hereof the parties hereto agree as
follows:
1. Indemnity of Officer . The
Corporation hereby agrees to (i) hold harmless and indemnify
Officer against expenses (including attorneys’ fees),
judgments, fines, penalties and amounts paid in settlement
resulting from any action, suit or proceeding threatened or brought
against Officer by reason of his or her serving as an Officer of
the Corporation or serving another enterprise in any capacity at
the request of the Corporation, and (ii) pay for or reimburse the
reasonable expenses incurred by Officer in advance of the final
disposition of the action, suit or proceeding, to the fullest
extent now or hereafter authorized or permitted by the provisions
of the Indiana Business Corporation Law, or by any amendment
thereof or other statutory provision authorizing or permitting such
indemnification which is adopted after the date hereof.
2. Maintenance of Insurance
.
(a) The Corporation represents that
it presently has in force and effect policies of D&O Insurance
in insurance companies and amounts as summarized in Attachment
1 (the “Insurance Policies”).
Subject only to the provisions of
Section 2(b) hereof, the Corporation hereby agrees that, so long as
Officer shall continue to serve as an Officer of the Corporation
(or shall continue at the request of Corporation to serve as an
Officer, officer, employee or agent of another enterprise) and
thereafter so long as Officer shall be subject to any possible
claim or threatened, pending or completed action, suit or
proceeding, whether civil, criminal or investigative by reason of
the fact that Officer was an Officer of the Corporation (or served
in any of said other capacities), the Corporation will purchase and
maintain in effect for the benefit of Officer one or more valid,
binding and enforceable policy or policies of D&O Insurance
providing, in all respects, coverage at least comparable to that
presently provided pursuant to the Insurance Policies.
(b) The Corporation shall not be
required to maintain said policy or policies of D&O Insurance
in effect if said insurance is not reasonably available or if, in
the reasonable business judgment of the then Officers of the
Corporation, either (i) the premium cost for such insurance is
disproportionate to the amount of coverage or (ii) the coverage
provided by such insurance is so limited by exclusions that there
is insufficient benefit from such insurance.
3. Continuation of Indemnity
. All agreements and obligations of the Corporation contained
herein shall continue during the peri
