DRAFT
9/22/05
9
AO 1376246.1
INDEMNIFICATION AGREEMENT
This INDEMNIFICATION AGREEMENT is dated
effective as of [date],
2005 by and between Ronus, Inc., a Georgia
corporation ("Ronus")
and Jodi L. Taylor ("Indemnitee") with
reference to the following
circumstances:
A. Indemnitee currently serves as Chief Financial
Officer of Harold's Stores, Inc., an Oklahoma
corporation (the "Company"), and the Company's success
is highly dependent on the services of Indemnitee.
B. Ronus is a shareholder of the Company with an
interest in the Company's success.
C. Highly competent persons are becoming more reluctant
to serve publicly-held corporations as executive
officers unless they are provided with reasonable
protection through insurance or indemnification against
risks of claims and actions against them arising out of
their service to and activities on behalf of the
corporation.
D. It is reasonable, prudent and necessary for the
Ronus contractually to obligate itself to indemnify
Indemnitee to the fullest extent permitted by
applicable law so that she will serve or continue to
serve the Company free from undue concern that she will
not be so indemnified.
E. Indemnitee is willing to serve, to continue to serve
and to take on additional service for or on behalf of
the Company on the condition that Indemnitee be so
indemnified.
In consideration of the promises and the
covenants contained
herein, Ronus and Indemnitee hereby agree
as follows:
1. Definitions. For purposes of this
Agreement:
(a) "Affiliate"
shall mean any corporation, trust or other
enterprise in
respect of which the Indemnitee is or was or
will be serving
as an officer at the request of the Company
and including,
but not limited to, any employee benefit plan
of the Company
or any of the foregoing.
(b) "Board"
shall mean the Board of Directors of the
Company.
(c)
"Disinterested Director" shall mean a director of the
Company who is
not and was not a party to the Proceeding in
respect of which
indemnification is being sought by
Indemnitee.
(d) "Expenses"
shall include all attorneys' fees and costs,
retainers, court
costs, transcripts, 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
incurred in
connection with asserting or defending claims.
(e) "Independent
Counsel" shall mean a law firm or lawyer
that at the time
of the determination neither is presently
nor in the past
year has been retained to represent: (i) the
Company, Ronus
or Indemnitee in any matter material to any
such party or
(ii) any other party to the Proceeding giving
rise to a claim
for indemnification hereunder in any matter
material to such
other party. Notwithstanding the foregoing,
the term
"Independent Counsel" shall not include any firm or
person who,
under the applicable standards of professional
conduct then
prevailing, would have a conflict of interest
in representing
the Company or Indemnitee in an action to
determine
Indemnitee's right to indemnification under this
Agreement.
(f) "Losses"
shall mean all losses, claims, liabilities,
judgments, fines
and amounts paid in settlement in
connection with
any Proceeding.
(g) "Proceeding"
includes any action, suit, arbitration,
alternate
dispute resolution mechanism, investigation,
administrative
hearing or any other proceeding whether
civil, criminal,
administrative or investigative; provided,
however, that
the term "Proceeding" shall include any action
instituted by an
Indemnitee (other than an action to enforce
indemnification
rights under this Agreement) only if such
action is
authorized by the Board.
2. Service by Indemnitee. Indemnitee shall continue to serve
the
Company as Chief Financial Officer.
Notwithstanding anything
contained herein, this Agreement shall not
create a contract of
employment between the Ronus and Indemnitee
or the Company and
Indemnitee, and the termination of
Indemnitee's relationship with
the Company or an Affiliate by either party
hereto shall not be
restricted by this Agreement.
3. Indemnification. Ronus shall indemnify
Indemnitee for, and
hold Indemnitee harmless from and against,
any Losses or Expenses
at any time incurred by or assessed against
Indemnitee arising
out of or in connection with the service of
Indemnitee as a Chief
Financial Officer of the Company or as an
officer of an Affiliate
(collectively referred to as a "Company
Official") to the fullest
extent permitted by the laws of the State
of Oklahoma in effect
on the date hereof or as such laws may from
time to time
hereafter be amended to increase the scope
of such permitted
indemnification. Without diminishing the
scope of the
indemnification provided by this Section 3,
the rights of
indemnification of Indemnitee provided
hereunder shall include
but shall not be limited to those rights
set forth hereinafter.
4. Action or Proceeding Other Than an
Action by or in the Right
of the Company. Indemnitee shall be
entitled to the
indemnification rights provided herein if
Indemnitee is a person
who was or is made a party or is threatened
to be made a party to
any contemplated, pending or completed
Proceeding, other than an
action by or in the right of the Company,
as the case may be, by
reason of (a) the fact that Indemnitee is
or was a Company
Official, or (b) anything done or not done
by Indemnitee in any
such capacity. Pursuant to this Section,
Indemnitee shall be
indemnified against Losses or Expenses
incurred by Indemnitee or
on Indemnitee's behalf in connection with
any Proceeding, if
Indemnitee acted in good faith and in a
manner Indemnitee
reasonably believed to be in or not opposed
to the best interests
of the Company, and, with respect to any
criminal Proceeding, had
no reasonable cause to believe her conduct
was unlawful.
5. Actions by or in the Right of the
Company. Indemnitee
shall
be entitled to the indemnification rights
provided herein if
Indemnitee is a person who was or is made a
party or is
threatened to be made a party to any
pending, completed or
threatened Proceeding brought by or in the
right of the Company
to procure a judgment in its favor by
reason of (a) the fact that
Indemnitee is or was a Company Official, or
(b) anything done or
not done by Indemnitee in any such
capacity. Pursuant to this
Section, Indemnitee shall be indemnified
against Losses or
Expenses incurred by Indemnitee or on
Indemnitee's behalf in
connection with any Proceeding if
Indemnitee acted in good faith
and in a manner Indemnitee reasonably
believed to be in or not
opposed to the best interests of the
Company.
Notwithstanding
the foregoing provisions of this Section,
no such indemnification
shall be made in respect of any claim,
issue or matter as to
which Delaware law expressly prohibits such
indemnification by
reason of an adjudication of liability of
Indemnitee to the
Company; provided, however, that in such
event such
indemnification shall nevertheless be made
by the Company to the
extent that the court in which such action
or suit was brought
shall determine that, despite the
adjudication of liability but
in view of all the circumstances of the
case, Indemnitee is
fairly and reasonably entitled to
indemnification.
6. Indemnification for Losses and Expenses
of Party Who is Wholly
or Partly Successful. Notwithstanding any
provision of this
Agreement, to the extent that Indemnitee
has been wholly
successful on the merits or otherwise in
any Proceeding on any
claim, issue or matter, Indemnitee shall be
indemnified against
all Losses or Expenses incurred by
Indemnitee or on Indemnitee's
behalf in connection therewith.
If Indemnitee is not
wholly
successful in such Proceeding but is
successful, on the merits or
otherwise, as to one or more but less than
all claims, issues or
matters in such Proceeding, Ronus shall
indemnify Indemnitee to
the maximum extent permitted by law,
against all Losses and
Expenses incurred by Indemnitee in
connection with each
successfully resolved claim, issue or
matter. In any review or
Proceeding to determine the extent of
indemnification, Ronus
shall bear the burden of proving any lack
of success and which
amounts sought in indemnity are allocable
to claims, issues or
matters that were not successfully
resolved. For purposes of this
Section and without limitation, the
termination of any such
claim, issue or matter by dismissal with or
without prejudice
shall be deemed to be a successful
resolution as to such claim,
issue or matter. For any claim, issue or
matter not resolved
successfully, Indemnitee shall be entitled
to indemnification if
permitted or required by Sections 3, 4 or 5
hereof.
7. Payment for Expenses of a Witness.
Notwithstanding any other
provision of this Agreement, to the extent
that Indemnitee is, by
reason of the fact that Indemnitee is or
was a Company Official,
a witness in any Proceeding, Ronus shall
pay to Indemnitee all
Expenses actually and reasonably incurred
by Indemnitee or on
Indemnitee's behalf in connection
therewith.
8. Advancement of Expenses and Costs. All
Expenses incurred by or
on behalf of Indemnitee (or reasonably
expected by Indemnitee to
be incurred by Indemnitee within three
months) in connection with
any Proceeding shall be paid by Ronus in
advance of the final
disposition of such Proceeding within
twenty days after the
receipt by Ronus of a statement or
statements from Indemnitee
requesting from time to time such advance
or advances whether or
not a determination to indemnify has been
made under Section 9.
Indemnitee's entitlement to such
advancement of Expenses shall
include those incurred in connection with
any Proceeding by
Indemni
