Exhibit 10.29
INDEMNIFICATION
AGREEMENT
THIS INDEMNIFICATION AGREEMENT (the
“ Agreement ”) is made and entered into as of
___________, 2006 between Ameriprise Financial, Inc. a
Delaware corporation (the “ Company ”), and
_________________ (“ Indemnitee ”).
WHEREAS, the Board of Directors of
the Company (the “ Board ”) has determined that
it is essential to the Company to retain and attract the most
capable persons available; and
A.
WHEREAS, the substantial increase in
corporate litigation subjects directors and officers to expensive
litigation risks at the same time that the availability of and
coverage provided by directors’ and officers’ liability
insurance has become uncertain; and
WHEREAS, the Board has determined
that the increased difficulty in attracting and retaining such
persons is detrimental to the best interests of the Company’s
stockholders and that the Company should act to assure such persons
of increased certainty of indemnification protections;
and
B.
WHEREAS, it is now and has been the
express policy of the Company to indemnify its directors and
officers so as to provide them with the maximum possible protection
permitted by law; and
WHEREAS, the Company does not regard
the protection available to Indemnitee as adequate in the present
circumstances, and realizes that Indemnitee may not be willing
to serve as a director or officer without adequate protection, and
the Company desires Indemnitee to serve in such a capacity;
and
WHEREAS, highly competent persons
have become more reluctant to serve corporations as directors,
officers, or in other capacities unless they are provided with
adequate indemnification against inordinate risks of claims and
actions against them arising out of their service to and activities
on behalf of the corporation; and
WHEREAS, the General Corporation Law
of the State of Delaware (“ DGCL ”) and the
By-laws expressly provide that the indemnification provisions set
forth therein are not exclusive, and thereby contemplate that
contracts may be entered into between the Company and its
directors and officers with respect to indemnification;
and
WHEREAS, this Agreement is a
supplement to and in furtherance of the By-laws of the Company and
any resolutions adopted pursuant thereto, and shall not be deemed a
substitute therefor, nor to diminish or abrogate any rights of
Indemnitee thereunder; and
WHEREAS, the uncertainties relating
to directors’ and officers’ liability insurance and to
indemnification have increased the difficulty of attracting and
retaining such qualified persons to serve as directors and officers
of the Company;
NOW, THEREFORE, in consideration of
Indemnitee’s agreement to serve as a director or officer
after the date hereof, the parties hereto agree as
follows:
1.
Indemnity of
Indemnitee . The Company
hereby agrees to hold harmless and indemnify Indemnitee to the
fullest extent permitted by law, as such may be amended from
time to time. In furtherance of the foregoing indemnification, and
without limiting the generality thereof:
(a)
Proceedings Other Than
Proceedings by or in the Right of the Company
. Indemnitee shall be entitled to
the rights of indemnification provided in this
Section l(a) if, by reason of his or her
Corporate Status (as hereinafter defined), the Indemnitee is, or is
threatened to be made, a party to or participant in any Proceeding
(as hereinafter defined) other than a Proceeding by or in the right
of the Company. Pursuant to this Section 1(a) ,
Indemnitee shall be indemnified against all Expenses (as
hereinafter defined), including judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her, or on
his or her behalf, in connection with such Proceeding or any claim,
issue or matter therein, if the Indemnitee acted in good faith and
in a manner the 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 the
Indemnitee’s conduct was unlawful.
(b)
Proceedings by or in the Right of
the Company . Indemnitee
shall be entitled to the rights of indemnification provided in this
Section 1(b) if, by reason of his or her
Corporate Status, the Indemnitee is, or is threatened to be made, a
party to or participant in any Proceeding brought by or in the
right of the Company. Pursuant to this Section 1(b) ,
Indemnitee shall be indemnified against all Expenses actually and
reasonably incurred by the Indemnitee, or on the Indemnitee’s
behalf, in connection with such Proceeding if the Indemnitee acted
in good faith and in a manner the Indemnitee reasonably believed to
be in or not opposed to the best interests of the Company;
provided, however, if applicable law so provides, no
indemnification against such Expenses shall be made in respect of
any claim, issue or matter in such Proceeding as to which
Indemnitee shall have been adjudged to be liable to the Company
unless and to the extent that the Court of Chancery of the State of
Delaware or the court in which such Proceeding was brought shall
determine that such indemnification may be made; provided
further, further, that in no event shall Indemnitee be indemnified
against Expenses not allowable under applicable law.
(c)
Indemnification for Expenses of a
Party Who is Wholly or Partly Successful . Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by reason of his or
her Corporate Status, a party to and is successful, on the merits
or otherwise, in any Proceeding, he or she shall be indemnified to
the maximum extent permitted by law, as such may be amended
from time to time, against all Expenses actually and reasonably
incurred by him or her or on his or her 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, the Company shall indemnify Indemnitee against all
Expenses actually and reasonably incurred by him or her or on his
or her behalf in connection with each successfully resolved claim,
issue or matter.
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2.
Contribution
.
(a)
If Indemnitee shall elect or be
required to pay all or any portion of any judgment or settlement in
any threatened, pending or completed action, suit or proceeding in
which the Company is jointly liable with Indemnitee (or would be if
joined in such action, suit or proceeding), the Company shall
contribute the amount of Expenses actually and reasonably incurred
and paid or payable by Indemnitee in proportion to the relative
benefits received by the Company and all its officers, directors or
employees, other than Indemnitee, who are jointly liable with
Indemnitee (or would be if joined in such action, suit or
proceeding) from the transaction from which such action, suit or
proceeding arose; provided, however, that the proportion determined
on the basis of relative benefit may, to the extent necessary to
conform to law, be further adjusted by reference to the
relative fault of the Company and all its officers, directors or
employees, other than Indemnitee, who are jointly liable with
Indemnitee (or would be if joined in such action, suit or
proceeding) in connection with the events that resulted in such
Expenses, as well as any other equitable considerations which the
Law may require. The relative fault of the Company and all its
officers, directors or employees, other than Indemnitee, who are
jointly liable with Indemnitee (or would be if joined in such
action, suit or proceeding) shall be determined by reference to,
among other things, the degree to which their actions were
motivated by intent to gain personal profit or advantage, the
degree to which their liability is primary or secondary, and the
degree to which their conduct is active or passive.
(b)
To the fullest extent permissible
under applicable law, if the indemnification provided for in this
Agreement is unavailable to Indemnitee, the Company, in lieu of
indemnifying Indemnitee, may contribute to the amount of
Expenses incurred by Indemnitee in connection with a claim relating
to an indemnifiable event under this Agreement, in such proportion
as is deemed fair and reasonable in light of all of the
circumstances of such Proceeding in order to reflect (i) the
relative benefits received by the Company and Indemnitee as a
result of the event(s) and/or transaction(s) giving cause to such
Proceeding; and/or (ii) the relative fault of the Company (and
its directors, officers, employees and agents) and Indemnitee in
connection with such event(s) and/or transaction(s).
3.
Indemnification for Expenses as a
Witness . Notwithstanding
any other provision of this Agreement, to the extent that
Indemnitee is, by reason of his or her Corporate Status, a witness
in any Proceeding to which Indemnitee is not a party, he or she
shall be indemnified against all Expenses actually and reasonably
incurred by him or her or on his or her behalf in connection
therewith.
4.
Advancement of
Expenses .
Notwithstanding any other provision of this Agreement, the Company
shall advance all Expenses incurred by or on behalf of Indemnitee
in connection with any Proceeding by reason of Indemnitee’s
Corporate Status within thirty (30) days after the receipt by the
Company 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 reasonably evidence the Expenses incurred by
Indemnitee and shall include or be preceded or accompanied by an
undertaking by or on behalf
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of Indemnitee to repay any Expenses advanced if
it shall ultimately be determined that Indemnitee is not entitled
to be indemnified against such Expenses.
5.
Procedures and Presumptions for
Determination of Entitlement to Indemnification
. It is the intent of this Agreement
to secure for Indemnitee rights of indemnity that are as favorable
as may be permitted under the Delaware General Corporation Law
and public policy of the State of Delaware. Accordingly, the
parties agree that the following procedures and presumptions shall
apply in the event of any question as to whether Indemnitee is
entitled to indemnification under this Agreement:
(a)
Written Request
. To obtain indemnification under
this Agreement, Indemnitee shall submit to the Company a written
request, including therein or therewith such documentation and
information as is reasonably necessary to determine whether and to
what extent Indemnitee is entitled to indemnification. The
Secretary of the Company shall, promptly upon receipt of such a
request for indemnification, advise the Board in writing of the
request.
(b)
Method of
Determination . Upon such
written request by Indemnitee for indemnification pursuant to
Section 5(a) , a determination, if required by
applicable law, with respect to Indemnitee’s entitlement to
indemnification shall be made in the specific case by one of the
following four methods, which shall be at the election of the
Board: (1) by a majority vote of the Disinterested
Directors, as defined herein, even though less than a quorum, or by
a committee of Disinterested Directors designated by a majority
vote of the Disinterested Directors, even though less than a
quorum, (2) if there are no Disinterested Directors or if the
Disinterested Directors so direct, by Independent Counsel, as
defined herein, in a written opinion to the Board, a copy of which
shall be delivered to the Indemnitee, or (3) if so directed by
the Board, by the stockholders of the Company; provided, however,
in the event of a Potential Change of Control, as defined herein,
or a Change of Control, as defined below, or within two
(2) months after a Change of Control, Independent Counsel
shall make such determination rather than the Board.
(c)
Change in
Control . A “Change
in Control” shall be deemed to occur, after the date of this
Agreement, upon the earliest of any of the following
events:
(i) Acquisition of Stock by
Third Party. Any Person (as defined below) is or becomes the
Beneficial Owner (as defined below), directly or indirectly, of
securities of the Company representing twenty percent (20%) or more
of the combined voting power of the Company’s then
outstanding securities;
(ii) Change in Board. During
any period of two (2) consecutive years (not including any
period prior to the execution of this Agreement), individuals who
at the beginning of such period constitute the Board, and any new
director (other than a director designated by a person who has
entered into an agreement with the Company to effect a transaction
described in this Section 5(c) ), whose election by the
Board or nomination for election by
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the Company’s stockholders was
approved by a vote of at least two-thirds of the directors then
still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously
so approved, cease for any reason to constitute a least a majority
of the members of the Board;
(iii) Corporate Transactions.
The effective date of a merger or consolidation of the Company with
any other entity, other than a merger or consolidation which would
result in the voting securities of the Company outstanding
immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than fifty
percent (50%) of the combined voting power of the voting securities
of the surviving entity outstanding immediately after such merger
or consolidation and with the power to elect at least a majority of
the governing board of such surviving entity;
(iv) Liquidation. The approval
by the stockholders of the Company of a complete liquidation of the
Company or an agreement for the sale or disposition by the Company
of all or substantially all of the Company’s assets;
and
(v) Other Events. Regardless
whether the Company is then subject to such a reporting
requirement, there occurs any other event of a nature that would be
required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or a response to any similar
item on any similar schedule or form) promulgated under the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
For purposes of this
Section 5(c), the following terms shall have the following
meanings:
(A)
“Person” shall mean any
natural person, corporation, partnership, firm, joint venture,
association, joint-stock company, trust, unincorporated
organization, governmental authority or other entity; provided,
however, that Person shall exclude (i) the Company,
(ii) any trustee or other fiduciary holding securities under
an employee benefit plan of the Company, and (iii) any
corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their
ownership of stock of the Company.
(B)
“Beneficial Owner” shall
have the meaning given to such term in Rule 13d-3 under the
Exchange Act.
(d)
Selection of Independent
Counsel . If the
determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to
Section 5(b)
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hereof, the Independent Counsel shall be
selected by the Disinterested Directors (or a committee thereof) as
provided in Section 5(b) or if there are no
Disinterested Directors, by the Board. Indemnitee may, within ten
(10) days after such written notice of selection shall have
been given, deliver to the Company a written objection to such
selection; provided, however, that such objection may be
asserted only on the ground that the Independent Counsel so
selected does not meet the requirements of
Section 13(e) of this Agreement, and the
objection shall set forth with particularity the factual basis of
such assert
