Exhibit 10(c)
INDEMNIFICATION AGREEMENT
Preamble
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This
Indemnification Agreement (this "Agreement") is made as of this
27th day of September, 2005, by and between
Northern Empire Bancshares, a
California corporation (the "Company"), and
Deborah A. Meekins
("Indemnitee").
Recitals
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A. The Company and Indemnitee
recognize the increasing difficulty in
obtaining directors', officers', and
agents' liability insurance, the
significant increases in the cost of such
insurance, and the general
reductions in the coverage of such
insurance.
B. The Company and Indemnitee
further recognize the substantial
increase in corporate litigation in
general, subjecting directors,
officers and agents to expensive litigation
risks at the same time as the
availability and coverage of liability
insurance has been severely limited
and may not be available to the Company in
the future.
C. Indemnitee does not regard
the current protection available as
adequate under the present circumstances,
and Indemnitee and other
directors, officers and agents of the
Company may not be willing to
continue to serve as directors, officers
and agents without additional
protection.
D. The Company desires to
attract and retain the services of highly
qualified individuals, such as Indemnitee,
to serve as directors, officers
and agents of the Company and to indemnify
its directors, officers and
agents so as to provide them with the
maximum protection permitted by law.
Agreement
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Based upon the
facts and premises contained in the above Recitals and
in consideration of the mutual promises
below, the Company and Indemnitee
hereby agree as follows:
1. Indemnification and Expense
Advancement.
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(a) Action, Etc., Other than by Right
of the Company. The Company
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shall indemnify Indemnitee if Indemnitee
was or is a party or is
threatened to be made a party to any
proceeding (other than an action by
or in the right of the Company to procure a
judgment in its favor) by
reason of the fact that Indemnitee is or
was an Agent of the Company,
against expenses, judgments, fines,
settlements and other amounts actually
and reasonably incurred in connection with
such proceeding if Indemnitee
acted in good faith and in a manner
Indemnitee reasonably believed to be
in the best interests of the Company and,
in the case of a criminal
proceeding, has no reasonable cause to
believe the conduct of Indemnitee
was unlawful. The termination of any
proceeding by judgment, order,
settlement, conviction or upon a plea of
nolo contendere or its equivalent
shall not, of itself, create a presumption
that Indemnitee did not act in
good faith and in a manner which Indemnitee
reasonably believed to be in
the best interests of the Company or that
Indemnitee had reasonable cause
to believe that Indemnitee's conduct was
unlawful.
(b) Action, Etc., By or in the Right
of the Company. The Company
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shall indemnify Indemnitee if Indemnitee
was or is a party or is
threatened to be made a party to any
threatened, pending or completed
action by or in the right of the Company to
procure a judgment in its
favor by reason of the fact that Indemnitee
is or was an Agent of the
Company, against expenses actually and
reasonably incurred by Indemnitee
in connection with the defense or
settlement of such action if Indemnitee
acted in good faith, in a manner Indemnitee
believed to be in the best
interests of the Company and its
shareholders; except that no
indemnification shall be made under this
subparagraph (b) for any of the
following:
(i)
In respect of
any claim, issue or matter as to which
Indemnitee shall have been adjudged to be liable to the
Company in the performance of Indemnitee's duty to the
Company and its shareholders, unless and only to the extent
that the court in which such proceeding is or was pending
shall determine upon application that, in view of all the
circumstances of the case, Indemnitee is fairly and
reasonably entitled to indemnity for the expenses which such
court shall determine;
(ii)
Of amounts paid
in settling or otherwise disposing of a
pending action without court approval; or
(iii)
Of expenses
incurred in defending a pending action which is
settled or otherwise disposed of without court approval.
(c) Determination of Right of
Indemnification. Any indemnification
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under subparagraphs (a) and (b) shall be
made by the Company only if
authorized in the specific case, upon a
determination that indemnification
of Indemnitee is proper in the
circumstances because Indemnitee has met
the applicable standard of conduct set
forth above in subparagraphs (a)
and (b) by any of the following:
(i)
A majority vote
of a quorum consisting of directors who are
not parties to such proceeding;
(ii)
If such a quorum
of directors is not obtainable, by
independent legal counsel in a written opinion;
(iii) Approval of the shareholders
by the affirmative vote of a
majority of the shares entitled to vote represented at a duly
held meeting at which a quorum is present or by the written
consent of shareholders as provided in the Bylaws, with the
shares owned by the person to be indemnified not being
entitled to vote thereon; or
(iv)
The court in
which such proceeding is or was pending upon
application made by the Company or its Agent or attorney or
other person rendering services in connection with the
defense, whether or not such application by the Agent,
attorney or other person is opposed by the Company.
(d) Advances of Expenses. Expenses.
(including attorneys' fees)
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costs, and charges incurred in defending
any proceeding shall be advanced
by the Company prior to the final
disposition of such proceeding upon
receipt of an undertaking by or on behalf
of Indemnitee to repay such
amount unless it shall be determined
ultimately that Indemnitee is
entitled to be indemnified as authorized in
this Paragraph 1.
(e) Indemnification Against Expenses
of successful Party.
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Notwithstanding the other provisions of
this paragraph 1, to the extent
that Indemnitee has been successful on the
merits in a defense of any
proceeding, claim, issue or matter referred
to in subparagraphs (a) and
(b), Indemnitee shall be indemnified
against all expenses actually and
reasonably incurred by Indemnitee in
connection therewith.
(f) Right of Indemnitee to
Indemnification Upon Application;
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Procedure Upon Application. Any
indemnification provided for in
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subparagraphs (a), (b) or (e) shall be made
no later than ninety (90) days
after the Company is given notice of
request by Indemnitee, provided that
such request is made after final
adjudication, dismissal, or settlement
unless an appeal is filed, in which case
the request is made after the
appeal is resolved (hereafter referred to
as "Final Disposition"). Upon
such notice, if a quorum of directors who
were not parties to the action,
suit, or proceeding giving rise to
indemnification is obtainable, the
Company shall within two (2) weeks call a
Board of Directors meeting to be
held within four (4) weeks of such notice,
to make a determination as to
whether Indemnitee has met the applicable
standard of conduct. Otherwise,
if a quorum consisting of directors who
were not parties in the relevant
action, suit, or proceeding is not
obtainable, the Company shall retain
(at the Company's expense) independent
legal counsel chosen either jointly
by the Company and Indemnitee or else by
Company counsel within two (2)
weeks to make such determination. If (1) at
such directors meeting such a
quorum is not obtained or, if obtained,
refuses to make such determination
or (2) if such legal counsel is not so
retained or, if retained, does not
make such determination within four (4)
weeks, then the Board of Directors
shall cause a shareholders meeting to be
held within four (4) weeks to
make such a determination.
If notice of a
request for payment of a claim under any statute,
under this Agreement, or under the
Company's Articles of Incorporation
or Bylaws providing for indemnification or
advance of expenses has been
given to the Company by Indemnitee, and
such claim is not paid in full by
the Company within ninety (90) days of the
later occurring of the giving
of such notice and Final Disposition in
case of indemnification and twenty
(20) days of the giving of such notice in
case of advance of expenses,
Indemnitee may, but need not, at any time
thereafter bring an action
against the Company to receive the unpaid
amount of the claim or the
expense advance and, if successful,
Indemnitee shall also be paid for the
expenses (including attorneys' fees) of
bringing such action. It shall be
a defense to any such action (other than an
action brought to enforce a
claim for expenses incurred in connection
with any action, suit, or
proceeding in advance of its Final
Disposition) that Indemnitee has not
met the standards of conduct which make it
permissible under applicable
law for the Company to indemnify Indemnitee
for the amount claimed, and
Indemnitee shall be entitled to receive
interim payment of expenses
pursuant to Subparagraph (d) unless and
until such defense may be finally
adjudicated by court order or judgment from
which no further right of
appeal exists. Neither the failure of the
Company (including its Board of
Directors, independent legal counsel, or
its shareholders) to have made a
determination that indemnification of
Indemnitee is proper in the
circumstances because Indemnitee has met
the applicable standard of
conduct required by applicable law, nor an
actual determination by the
Company (including its Board of Directors,
independent legal counsel, or
its shareholders) that Indemnitee has not
met such applicable standard of
conduct, shall create a presumption that
Indemnitee has or has not met the
applicable standard of conduct.
(g) Other Rights and Remedies. The
indemnification provided by this
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Paragraph 1 shall not be deemed exclusive
of, and shall not affect, any
other rights to which an Indemnitee may be
entitled under any law, the
Company's Articles of Incorporation,
Bylaws, agreement, vote of
shareholders or disinterested directors or
otherwise, both as to action
in his or her official capacity and as to
action in another capacity while
holding such office, and shall continue
after Indemnitee has ceased
holding such office or acting in such
official capacity and shall inure
to the benefit of the heirs, executors, and
administrators of Indemnitee.
(h) Insurance. The Company may
purchase and maintain insurance on
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behalf of any person who is or was an Agent
against any liability asserted
against such person and incurred by him or
her in any such capacity, or
arising out of his or her status as such,
whether or not the Company would
have the power to
