EXHIBIT 10-FF
INDEMNIFICATION
AGREEMENT
THIS AGREEMENT is made this
day of
, , between
PRIORITY HEALTHCARE CORPORATION, an Indiana corporation (the
“Corporation”), and
«Name_of_Outside_Director», a director of the Corporation
(“Director”).
WITNESSETH THAT:
WHEREAS, Director is a member of the
Board of Directors of the Corporation and in such capacity is
performing valuable services for the Corporation; and
WHEREAS, recent developments with
respect to the terms and availability of directors’ and
officers’ 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 directors thereby;
and
WHEREAS, in order to resolve such
questions and thereby induce Director to continue to serve as a
member of the Board of Directors of the Corporation, the
Corporation has determined and agreed to enter into this contract
with Director;
NOW, THEREFORE, in consideration of
Director’s continued service as a director of the Corporation
after the date hereof the parties hereto agree as
follows:
1. Indemnity of Director .
The Corporation hereby agrees to (i) hold harmless and indemnify
Director against expenses (including attorneys’ fees),
judgments, fines, penalties and amounts paid in settlement
resulting from any action, suit or proceeding threatened or brought
against Director by reason of his or her serving as a director 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 Director 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
Director shall continue to serve as a director of the Corporation
(or shall continue at the request of Corporation to serve as a
director, officer, employee or agent of another enterprise) and
thereafter so long as Director 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 Director was a director of the Corporation (or served
in any of said other capacities), the Corporation will purchase and
maintain in effect for the benefit of Director 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
directors 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 C
