Exhibit 99.1
I NDEMNIFICATION A GREEMENT
This Indemnification Agreement made
this
day of
, 2005, between MidCarolina Financial Corporation, a North Carolina
corporation (the “Corporation”) and
, a director, officer, employee, agent, or representative (as
hereinafter defined) of the Corporation (the
“Indemnitee”).
R ECITALS :
A. The Corporation and the
Indemnitee are each aware of the exposure to litigation of
officers, directors, employees, agents, and representatives of the
Corporation as such persons exercise their duties to the
Corporation,
B. The Corporation and the
Indemnitee are also aware of conditions in the insurance industry
that have affected and may continue to affect the
Corporation’s ability to obtain appropriate liability
insurance on an economically acceptable basis,
C. The Corporation desires to
continue to benefit from the services of highly qualified,
experienced, and otherwise competent persons such as the
Indemnitee, and
D. The Indemnitee desires to serve
or to continue to serve the Corporation as a director, officer,
employee, or agent or as a director, officer, employee, agent, or
trustee of another corporation, joint venture, trust, or other
enterprise in which the Corporation has a direct or indirect
ownership interest, for so long as the Corporation continues to
provide, on an acceptable basis, adequate and reliable
indemnification against certain liabilities and expenses that may
be incurred by the Indemnitee.
N OW ,
T HEREFORE
, in consideration of the foregoing
premises and the mutual covenants herein contained, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. I NDEMNIFICATION . Subject to the exclusions contained in
Section 9 of this Agreement, the Corporation shall indemnify
the Indemnitee with respect to his activities as a director,
officer, employee, or agent of the Corporation and/or as a person
who is serving or has served at the request of the Corporation
(“representative”) as a director, officer, employee,
agent, or trustee of another corporation, joint venture, trust, or
other enterprise, domestic or foreign, in which the Corporation has
a direct or indirect ownership interest (an “affiliated
entity”) against expenses (including, without limitation,
attorneys’ and experts’ fees, judgments, fines, and
amounts paid or payable in settlement) actually and reasonably
incurred by him (“Expenses”) in connection with any
claim against Indemnitee that is the subject of any threatened,
pending, or completed action, suit, or other type of proceeding,
whether civil, criminal, administrative, investigative, or
otherwise and whether formal or informal (a
“Proceeding”), to which Indemnitee was, is, or is
threatened to be made a party by reason of facts which include
Indemnitee’s being or having been such a director, officer,
employee, agent, or representative, to the extent of the highest
and most advantageous to the Indemnitee, as determined by the
Indemnitee, of one or any combination of the following
—
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(a)
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The benefits
provided by the Corporation’s Articles of Incorporation
(“Articles”) or Bylaws, or the Articles of
Incorporation or Bylaws of an affiliated entity of which the
Indemnitee serves as a representative, in each case as in effect on
the date hereof,
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(b)
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The benefits
provided by the Corporation’s Articles or Bylaws, or the
Articles of Incorporation or Bylaws of an affiliated entity of
which the Indemnitee serves as a representative, in each case as in
effect at the time Expenses are incurred by the
Indemnitee,
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(c)
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The benefits
allowable under North Carolina law in effect at the date hereof or
as amended to increase the scope of indemnification,
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(d)
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The benefits
allowable under the law of the jurisdiction under which the
Corporation exists at the time Expenses are incurred by the
Indemnitee,
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(e)
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The benefits
available under any liability insurance obtained by the Corporation
in effect when a claim is made against Indemnitee,
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(f)
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The benefits
available under any liability insurance obtained by the Corporation
in effect at the time Expenses are incurred by the Indemnitee,
and
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(g)
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Such other
benefits as are or may be otherwise available to
Indemnitee.
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Combination of two or more of the
benefits provided by (a) through (g) shall be available
to the extent that the Applicable Document (as hereafter defined)
does not require that the benefits provided therein be exclusive of
other benefits. The document or law providing for the benefits
listed in items (a) through (g) above is called the
“Applicable Document” in this Agreement. The
Corporation hereby undertakes to use its best efforts to assist
Indemnitee, in all proper and legal ways, to obtain the benefits
selected by Indemnitee under item (a) through
(g) above.
For purposes of this Agreement,
references to “other enterprises” shall include
employee benefit plans for employees of the Corporation or of any
affiliated entity, without regard to ownership of such plans;
references to “fines” shall include any excise taxes
assessed on the Indemnitee with respect to any employee benefit
plan; references to “serving at the request of the
Corporation” shall include any service as a director,
officer, employee, or agent of the Corporation which imposes duties
on, or involves services by, the Indemnitee with respect to an
employee benefit plan, its participants, or beneficiaries;
references to the masculine shall include the feminine; references
to the singular shall include the plural and vice versa ;
and if the Indemnitee acted in good faith and in a manner he
reasonably believed to be in the best interests of the participants
and beneficiaries of an employee benefit plan, he shall be deemed
to have acted in a manner consistent with the standards required
for indemnification by the Corporation under the Applicable
Documents.
2. I NSURANCE . The Corporation shall maintain liability
insurance for so long as Indemnitee’s services are covered
hereunder, provided and to the extent that such insurance is
available on a basis acceptable to the Corporation. However, the
Corporation agrees that the provisions hereof shall remain in
effect regardless of whether liability or other insurance coverage
is at any time obtained or retained by the Corporation. But
payments made to Indemnitee under an insurance policy obtained or
retained by the Corporation shall reduce the obligation of the
Corporation to make payments hereunder by the amount of the
payments made under any such insurance policy.
3. P AYMENT OF E XPENSES . At Indemnitee’s request, after receipt
of written notice under Section 5 hereof and an undertaking in
the form of Exhibit A attached hereto by or on behalf of Indemnitee
to repay such amounts so paid on Indemnitee’s behalf if it
shall ultimately be determined under the Applicable Document that
Indemnitee is not entitled to be indemnified by the Corporation for
such Expenses, the Corporation shall pay the Expenses as and when
incurred by Indemnitee. That portion of Expenses representing
attorneys’ fees and other costs incurred in defending any
proceeding shall be paid by the Corporation within 30 days after
the Corporation receives the request and reasonable documentation
evidencing the amount and nature of the Expenses, subject to its
also having received such a notice and undertaking.
4. A DDITIONAL R IGHTS .
The indemnification provided in this Agreement shall not be
exclusive of any other indemnification or right to which Indemnitee
may be entitled and shall continue after Indemnitee has ceased to
occupy a position as an officer, director, employee, agent, or
representative as described in Section 1 above with respect to
Proceedings relating to or arising out of Indemnitee’s acts
or omissions during his service in such position. The benefits
provided to Indemnitee under this Agreement for the
Indemnitee’s service as a representative of an affiliated
entity shall be payable if and only if and only to the extent that
reimbursement to Indemnitee by the affiliated entity with which
Indemnitee has served as a representative, whether pursuant to
agreement, applicable law, articles of incorporation or
association, bylaws or regulations of the entity, or insurance
maintained by such affiliated entity, is insufficient to compensate
Indemnitee for Expenses actually incurred and otherwise payable by
the Corporation under this Agreement. Any payments in fact made to
or on behalf of the Indemnitee directly or indirectly by the
affiliated entity with which Indemnitee served as a representative
shall reduce the obligation of the Corporation
hereunder.
5. N OTICE TO C ORPORATION . Indemnitee shall provide to the Corporation
prompt written notice of any Proceeding brought, threatened,
asserted, or commenced against Indemnitee with respect to which
Indemnitee may assert a right to indemnification hereunder;
provided, however , that failure to provide such notice
shall not in any way limit Indemnitee̵