Exhibit 10.2
INDEMNIFICATION
AGREEMENT
This INDEMNIFICATION AGREEMENT
(“Agreement”) is made and entered into by and between
Immucor, Inc., a Georgia corporation (the “
Corporation ”), and Geoffrey Crouse (“
Indemnitee ”).
WHEREAS, the Board of Directors of
the Corporation (the “ Board ”) has determined
that the ability to attract and retain highly competent persons as
directors, officers, or in other capacities is in the best
interests of the Corporation’s shareholders and that such
persons should be assured that they will have protection in the
future; and
WHEREAS, it is reasonable, prudent
and necessary for the Corporation to obligate itself contractually
to indemnify such persons to the fullest extent permitted by
applicable law, so that such persons will serve or continue to
serve the Corporation free from undue concern that they will not be
adequately indemnified; and
WHEREAS, this Agreement is a
supplement to and in furtherance of any rights granted under the
Articles of Incorporation of the Corporation or the By-Laws of the
Corporation and any resolutions adopted pursuant thereto shall not
be deemed to be a substitute therefor nor to diminish or abrogate
any rights of Indemnitee thereunder, and
WHEREAS, the Corporation anticipates
that the Indemnitee will become the Corporation’s Vice
President and Chief Operating Officer in the near
future;
NOW, THEREFORE, in consideration of
Indemnitee’s service to the Corporation, the premises and the
covenants contained herein, the Corporation and Indemnitee do
hereby covenant and agree as follows, this Agreement to become
effective as soon as the appointment of the Indemnitee as the
Corporation’s Vice President and Chief Operating Officer
becomes effective:
Section 1. Definitions. For
purposes of this Agreement:
(a) “Corporate Status”
means the status of a person who is or was a director, officer,
employee, agent or fiduciary of the Corporation or of any other
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise which such person is or was serving at the
request of the Corporation.
(b) “Disinterested
Director” shall have the meaning given such term by
Section 850 of the Georgia Business Corporation Code (the
“ GBCC ”).
(c) “Expenses” means all
reasonable attorneys’ fees, retainers, court costs,
transcript costs, fees of experts, witness fees, 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, or being or preparing to be a witness in a
Proceeding.
(d) “Proceeding” means
any threatened or pending claim, action, suit, or proceeding,
whether civil, criminal, administrative, arbitrative, or
investigative and whether formal or informal.
Section 2. Indemnification -
General. The Corporation shall indemnify, and advance Expenses to,
Indemnitee as provided in this Agreement to the fullest extent
permitted by applicable law in effect on the date hereof and to
such greater extent as applicable law may thereafter from time to
time permit. The rights of Indemnitee provided under the preceding
sentence shall include, but shall not be limited to, the rights set
forth in the other Sections of this Agreement.
Section 3. Indemnification for
Proceedings. The Corporation shall indemnify the Indemnitee against
Expenses, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by him or on his behalf
in connection with any Proceeding if the Indemnitee is a party to
the Proceeding because of his Corporate Status, provided that the
Indemnitee conducted himself in good faith, and (a) the
Indemnitee reasonably believed: (i) in the case of conduct in
his official capacity, that such conduct was in the best interests
of the Corporation; (ii) in all other cases, that such conduct
was at least not opposed to the best interests of the Corporation;
and (b) in the case of any criminal proceeding, the Indemnitee
had no reasonable cause to believe such conduct was unlawful.
Notwithstanding the foregoing, no indemnification shall be made in
connection with any Proceeding with respect to conduct for which he
was adjudged liable on the basis that he improperly received
personal benefit, whether or not involving action in his
professional capacity, or if applicable law prohibits such
indemnification.
Section 4. Indemnification for
Expenses of a Witness. Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by reason of his
Corporate Status, a witness in any Proceeding, he shall be
indemnified against all Expenses actually and reasonably incurred
by him or on his behalf in connection therewith.
Section 5. Advancement of
Expenses. The Corporation shall advance all Expenses incurred by or
on behalf of Indemnitee in connection with any Proceeding to which
he is a party by reason of his Corporate Status, within twenty days
after the receipt by the Corporation of a statement or statements
from Indemnitee requesting such advance or advances from time to
time, whether prior to or after final disposition of such
Proceeding. Such statement or statements shall include a written
affirmation of his good faith belief that he has met all relevant
standards of conduct set forth in Section 3 shall be
accompanied by reasonable evidence of the Expenses incurred by
Indemnitee, and shall include or be preceded or accompanied by an
undertaking in the form prescribed by Section 853(a)(2) of the
GBCC, by or on behalf of Indemnitee, to repay any Expenses advanced
if it shall ultimately be determined that Indemnitee is not
entitled to be indemnified against such Expenses.
Section 6. Limitations.
Notwithstanding anything to the contrary contained in this
Agreement, the Corporation shall have no obligation under this
Agreement to make any payment to Indemnitee with respect to
Expenses, judgments, penalties, fines and amounts paid in
settlement: (a) on account of any claim against Indemnitee for
an accounting of profits made from the purchase or sale of
securities of the Corporation pursuant to the provisions of
Section 16(b) of the Securities Exchange Act of 1934 and
amendments thereto or the similar provisions of any other
applicable law; (b) on account of any claim against Indemnitee
arising out of the trading of the Corporation stock while
possessing material non-public information, whether pursuant to the
Insider Trading Sanctions Act of 1984 or otherwise; (c) if a
final judgment or other final adjudication by a court having
jurisdiction in the matter shall determine that such indemnity is
not lawful; (d) in respect to remuneration paid to Indemnitee
if a final judgment or other final adjudication by a court having
jurisdiction in the matter shall determine that such remuneration
was not lawful; (e) for any appropriation, in violation of his
duties, of any business opportunity of the Corporation;
(f) for acts or omissions which involve intentional misconduct
or a knowing violation of law; (g) for unlawful distributions
as set forth in GBCC Section 14-2-832 (or any successor
provision); (h) for any transaction from which he received an
improper personal benefit.; or (i) with respect to any
Proceeding, or any claim therein, brought or made by Indemnitee
against the Corporation.
Section 7. Non-Exclusivity,
Survival of Rights, Insurance, Subrogation.
(a) The rights of indemnification
and to receive advancement of Expenses as provided by this
Agreement shall not be deemed exclusive of any other rights to
which Indemnitee may at any time be entitled under applicable law,
the Articles of Incorporation or the By-Laws of the Corporation,
any agreement, a vote of shareholders for a resolution of
directors, or otherwise. No amendment, alteration or repeal of this
Agreement or any provision hereof shall be effective as to any
Indemnitee with respect to any action taken or omitted by such
Indemnitee in his Corporate Status prior to such amendment,
alteration or repeal.
(b) In the event of any payment
under this Agreement, the Corporation shall be subrogated to the
extent of such payment to all of the rights of recovery of
Indemni
