Exhibit 10.50
INDEMNIFICATION AGREEMENT
Indemnification Agreement, dated as
of
, 2009, among Domtar Corporation, a Delaware corporation (“
Domtar ”), and
(“ Indemnitee ”).
WHEREAS, Domtar has requested that
Indemnitee serve, and Indemnitee has agreed to serve, as a member
of the Pension Administration Committee of Domtar (the
“PAC”);
WHEREAS, qualified persons are
reluctant to serve as pension or benefit plan fiduciaries unless
they are provided with broad indemnification and insurance against
claims arising out of their service; and
WHEREAS, Domtar has determined that
it is in the best interests of its stockholders and that it is
reasonable, prudent and necessary for Domtar to indemnify persons
serving as members of the PAC or otherwise as fiduciaries under any
pension or benefit plan of Domtar’s subsidiaries as set forth
in this Agreement and to provide such persons with reasonable
assurance regarding insurance;
NOW, THEREFORE, Domtar and
Indemnitee hereby agree as follows:
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1.
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Defined
Terms; Construction .
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(a) Defined Terms . As used
in this Agreement, the following terms shall have the following
meanings:
“ Expenses ”
means all attorneys’ fees and expenses, retainers, court,
arbitration and mediation costs, transcript costs, fees of experts,
bonds, witness fees, costs of collecting and producing documents,
travel expenses, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service fees and all other
disbursements or expenses of the types customarily incurred in
connection with prosecuting, defending, preparing to prosecute or
defend, investigating, being or preparing to be a witness in,
appealing or otherwise participating in a Proceeding.
“ Indemnified Status
” means the status of a person who is or was serving at the
request of Domtar as a member of the PAC or otherwise as a
fiduciary under any pension or benefit plan of Domtar or any of its
subsidiaries.
“ Proceeding ”
means a threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, including without limitation a claim, demand,
discovery request, formal or informal investigation, inquiry,
administrative hearing, arbitration or other form of alternative
dispute resolution, including an appeal from any of the
foregoing.
“ Voting Securities
” means any securities of Domtar that vote generally in the
election of directors.
(b) Construction . For
purposes of this Agreement,
(i) References to
“fines” shall include any excise taxes assessed on
Indemnitee with respect to a pension or benefit plan.
(ii) References to a
“witness” in connection with a Proceeding shall include
any interviewee or person called upon to produce documents in
connection with such Proceeding.
Indemnitee agrees to serve as a
member of the PAC, and by its execution of this Agreement Domtar
confirms their request that Indemnitee serve as a member of the
PAC. Indemnitee shall be entitled to resign or otherwise terminate
such service with immediate effect at any time, and neither such
resignation nor termination nor the length of such service shall
affect Indemnitee’s rights under this Agreement. This
Agreement shall not constitute an employment agreement, supersede
any employment agreement to which Indemnitee is a party or create
any right of Indemnitee to continued employment or
appointment.
(a) General Indemnification .
Domtar shall defend and indemnify Indemnitee, to the fullest extent
permitted by applicable law, against Expenses, losses, liabilities,
judgments, fines, penalties and amounts paid in settlement
(including all interest, assessments and other charges in
connection therewith) incurred by Indemnitee or on
Indemnitee’s behalf in connection with any Proceeding in any
way connected with, resulting from or relating to
Indemnitee’s Indemnified Status, except to the extent that
any such Expenses, losses, liabilities, judgments, fines, penalties
and amounts paid in settlement are incurred as a result of
Indemnitee’s gross negligence or willful
misconduct.
(b) Additional Indemnification
Regarding Expenses . Without limiting the foregoing, in the
event any Proceeding is initiated by Indemnitee or Domtar or any of
its subsidiaries to enforce or interpret this Agreement or any
rights of Indemnitee to indemnification or advancement of Expenses
(or related obligations of Indemnitee) relating to
Indemnitee’s Indemnified Status, Domtar shall indemnify
Indemnitee against Expenses incurred by Indemnitee or on
Indemnitee’s behalf in connection with such
Proceeding.
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(c) Partial Indemnification .
If Indemnitee is entitled under any provision of this Agreement to
indemnification by Domtar for a portion of any Expenses,
losses, liabilities, judgments, fines, penalties and amounts paid
in settlement incurred by Indemnitee, but not for the total amount
thereof, Domtar shall nevertheless indemnify Indemnitee for such
portion.
(d) Nonexclusivity . The
indemnification provided by this Agreement shall not be deemed
exclusive of any rights to which Indemnitee may be entitled under
the organizational documents of Domtar or any of its subsidiaries,
any agreement, any vote of stockholders or directors, any
applicable law or any liability insurance policy
(e) Subrogation . In the
event of payment under this Agreement, Domtar shall be subrogated
to the extent of such payment to all rights of recovery of
Indemnitee, who shall execute such documents and do such acts as
Domtar may reasonably request to secure such rights and to enable
Domtar effectively to bring suit to enforce such rights.
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4.
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Advancement
of Expenses .
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Domtar shall pay all Expenses
incurred by Indemnitee in connection with any Proceeding in any way
connected with, resulting from or relating to Indemnitee’s
Indemnified Status, in advance of the final disposition of such
Proceeding and without regard to whether Indemnitee will ultimately
be entitled to be indemnified for such Expenses, except that if
Indemnitee has been found, in a final judgment of a court of
competent jurisdiction from which no appeal can be taken, not to be
entitled to be indemnified in connection with such Proceeding,
Domtar shall not be obligated to indemnify or advance Expenses to
Indemnitee under this Agreement in connection with such Proceeding.
Indemnitee shall repay such amounts advanced only if and to the
extent that it shall ultimately be determined in a decision by a
court of competent jurisdiction from which no appeal can be taken
that Indemnitee is not entitled to be indemnified Domtar for such
Expenses. Such repayment obligation shall be unsecured and shall
not bear interest. Domtar shall not impose on Indemnitee additional
conditions to advancement or require from Indemnitee additional
undertakings regarding repayment.
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5.
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Indemnification Procedure
.
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(a) Notice of Proceeding;
Cooperation . Indemnitee shall give Domtar notice in writing as
soon as practicable of any Proceeding for which indemnification
will or could be sought under this Agreement, provided that
any failure or delay in giving such notice shall not relieve Domtar
of its obligations under this Agreement unless and to the extent
that ( i ) Domtar is not aware of such Proceeding and (
ii ) Domtar is materially prejudiced by such
failure.
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(b) Settlement . Domtar will
not, and wi