Exhibit 10(g)
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (the
“Agreement”) is made as of the date set forth below, by
and between Southern Union Company (the “Company”) and
the person (“Indemnitee”) listed on the signature page
hereof.
RECITALS
WHEREAS, the Company desires to attract and
retain the services of highly qualified individuals, such as
Indemnitee, to serve the Company.
WHEREAS, the Bylaws of the Company (the
“Governing Document”) provides current and former
directors and officers of the Company certain rights to
indemnification and advancement of expenses.
WHEREAS, Indemnitee wishes to ensure that the
rights to indemnification and advancement of expenses to which
Indemnitee is currently entitled under the Governing Document will
not be eliminated, diminished or otherwise adversely affected
without Indemnitee’s consent.
WHEREAS, it is reasonable, prudent and necessary
for the Company contractually to obligate itself to indemnify, and
to advance expenses on behalf of, Indemnitee to the fullest extent
provided in, and on the terms and conditions set forth in, the
Governing Document as in effect on the date this Agreement is
executed by Indemnitee and the Company, so that such contractual
obligations shall not be adversely affected by subsequent
amendments to the Governing Document.
NOW, THEREFORE, in consideration of the premises
and the covenants contained herein, the Company and Indemnitee do
hereby covenant and agree as follows:
Section 1. Services to the
Company . Indemnitee agrees to serve the Company [as
a member of the Board of Directors of the Company (the
“Board”)] [in the office listed below his or her name
on the signature page hereof (the “Office”)].
Indemnitee may at any time and for any reason resign from [the
Board] [such Office (subject to any other contractual obligation or
any obligation imposed by operation of law)], in which event the
Company shall have no obligation under this Agreement to continue
Indemnitee [as a member of the Board] [in such Office]. This
Agreement shall not be deemed an employment contract between
Indemnitee and the Company (or any other entity of which Indemnitee
is or was serving in any capacity at the request of the Company).
The foregoing notwithstanding, this Agreement shall continue in
force after Indemnitee has ceased to serve [as a member of the
Board] [in the Office].
Section 2. Right to
Indemnification and Advancement of Expenses
. Indemnitee shall be indemnified and advanced expenses
to the fullest extent provided in, and upon the terms and
conditions set forth in, Article XI of the Governing Document as
such Article is in effect as of the date of this
Agreemen
