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INDEMNIFICATION AGREEMENT

Indemnification Agreement

INDEMNIFICATION AGREEMENT | Document Parties: Domtar Corporation You are currently viewing:
This Indemnification Agreement involves

Domtar Corporation

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Title: INDEMNIFICATION AGREEMENT
Governing Law: Delaware     Date: 2/27/2009
Industry: Paper and Paper Products     Sector: Basic Materials

INDEMNIFICATION AGREEMENT, Parties: domtar corporation
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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:

 

 

1.

Defined Terms; Construction .

(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.

 

 

2.

Agreement to Serve .

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.

 

 

3.

Indemnification .

(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.

 

 

4.

Advancement of Expenses .

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.

 

 

5.

Indemnification Procedure .

(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.

 

3


(b) Settlement . Domtar will not, and wi


 
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