INDEMNIFICATION
AGREEMENT
This
INDEMNIFICATION AGREEMENT (the “ Agreement ”) is
made and entered into as of
by and between Electro Rent Corporation, a California corporation
(the “ Company ”), and the undersigned
individual who is a director or officer (“ Indemnitee
”) of the Company in reference to the following facts and
circumstances:
A. The
Company wishes to retain the services of its existing directors and
executive officers.
B. The
Company wishes to continue to attract and retain high quality
directors and executive officers of its choice and believes that
adequate indemnification or insurance against the risks of
liability is required for this purpose.
NOW,
THEREFORE, in consideration of Indemnitee’s continued service
to the Company, the Company hereby agrees as follows:
1.
Indemnification . If Indemnitee was or is made a
party to or is threatened to be made a party to or is involuntarily
involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a “
Proceeding ”), by reason of the fact that Indemnitee
is or was a director or officer of the Company or is or was serving
(during such person’s tenure as director or officer) at the
request of the Company, any other corporation, partnership, joint
venture, trust or other enterprise in any capacity, whether the
basis of a Proceeding is an alleged action in an official capacity
as a director or officer or in any other capacity while serving as
a director or officer, Indemnitee shall be indemnified and held
harmless by the Company to the fullest extent authorized by
California General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Company to provide
broader indemnification rights than said law permitted the Company
to provide prior to such amendment), against all expenses,
liabilities and loss (including, without limitation,
attorneys’ fees, judgments, fines, or penalties and amounts
to be paid in settlement) reasonably incurred or suffered by
Indemnitee in connection therewith. The right to indemnification
conferred in this Section 1 shall be a contract right and
shall include the right of Indemnitee to be paid by the Company the
expenses incurred by Indemnitee in defending a Proceeding in
advance of its final disposition; provided, however, that, if
California General Corporation Law requires, the payment of such
expenses in advance of the final disposition of a Proceeding shall
be made only upon receipt by the Company of an undertaking by or on
behalf of Indemnitee to repay all amounts so advanced if it shall
ultimately be determined that Indemnitee is not entitled to be
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