Exhibit 10.2 The form of indemnification
agreements
entered into with each director and
executive officer of Company
INDEMNIFICATION AGREEMENT
AGREEMENT, effective as of
between Crane Co., a Delaware corporation (the
“Company”), and
(Indemnitee”).
WHEREAS, both the Company and
Indemnitee recognize the increased risk of litigation and other
claims being asserted against directors and officers of public
companies at a time when it has become increasingly difficult to
obtain adequate insurance coverage at reasonable costs;
WHEREAS, in recognition of
Indemnitee’s need for substantial protection against personal
liability in order to enhance Indemnitee’s continued service
to the Company in an effective manner, the Company wishes to
provide in this Agreement for the indemnification of and the
advancing of expenses to Indemnitee to the full extent (whether
partial or complete) permitted by law and as set forth in this
Agreement, and, to the extent insurance is maintained, for the
continued coverage of Indemnitee under the Company’s
directors’ and officers’ liability insurance policies,
regardless of any future change in the Certificate of
Incorporation, Bylaws, composition of the Board of Directors, or
structure of the Company;
NOW, THEREFORE, in consideration of
the premises and of Indemnitee’s service to the Company,
directly or indirectly, and intending to be legally bound hereby,
the parties hereto agree as follows:
1. In the event Indemnitee was, is,
or becomes a party to or a witness or other participant in, or is
threatened to be made a party to or a witness or other participant
in, any threatened, pending or completed action, suit or
proceeding, or any inquiry or investigation, whether conducted by
the Company or any other party, that Indemnitee in good faith
believes might lead to any such action, suit or proceeding, whether
civil, criminal, administrative, investigative or otherwise
(“Claim”) by reason of (or arising in part out of) the
fact that Indemnitee is or was a director, officer, employee, agent
or fiduciary of the Company, or is or was serving at the request of
the Company as a director, officer, employee, trustee, agent or
fiduciary of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, or by reason of
anything done or not done by Indemnitee in any such capacity (an
“Indemnifiable Event”), the Company shall indemnify
Indemnitee to the full extent permitted by law (the determination
of which shall be made by the Reviewing Party referred to below) as
soon as practicable but in any event no later than thirty days
after written demand is presented to the Company, against any and
all expenses (including attorneys’ fees and all other costs,
expenses and obligations paid or incurred in connection with
investigating, preparing for and defending or participating in the
defense of (including on appeal) any Claim relating to any
Indemnifiable Event)
(collectively “Expenses”),
judgments, fines, penalties and amounts paid in settlement
(including all interest, assessments and other charges paid or
payable in connection with or in respect of such judgments, fines,
penalties or amounts paid in settlement) of such Claim and, if so
requested by Indemnitee, the Company shall advance (within two
business days of such request) any and all such Expenses to
Indemnitee; provided, however, that (i) the foregoing
obligation of the Company shall not apply to a Claim that was
commenced by the Indemnitee without the prior approval of the Board
of Directors of the Company unless the Claim was commenced after a
Change in Control (as defined in Section 5 herein);
(ii) the foregoing obligation of the Company shall be subject
to the condition that an appropriate person or body (the
“Reviewing Party”) shall not have determined (in a
written opinion in any case in which the special, independent
counsel referred to in Section 4 hereof is involved) that
Indemnitee would not be permitted to be indemnified for such
Expenses under applicable law; and (iii) if, when and to the
extent that the Reviewing Party determines that Indemnitee would
not be permitted to be indemnified for such Expenses under
applicable law, the Company shall be entitled to be reimbursed by
Indemnitee (who hereby agrees to reimburse the Company) for all
such amounts theretofore paid (unless Indemnitee has commenced
legal proceedings in a court of competent jurisdiction to secure a
determination that Indemnitee should be indemnified under
applicable law, in which event Indemnitee shall not be required to
so reimburse the Company until a final judicial determination
requiring such reimbursement is made with respect thereto as to
which all rights of appeal therefrom have been exhausted or lapsed)
and the Company shall not be obligated to indemnify or advance any
additional amounts to Indemnitee under this Agreement (unless there
has been a determination by a court of competent jurisdiction that
the Indemnitee would be permitted to be so indemnified or entitled
to such expense advances under applicable law).
2. If there has not been a Change in
Control of the Company (as hereinafter defined), the Reviewing
Party shall be (1) a quorum of the Board of Directors
consisting of directors who are not parties to the action, suit or
proceeding acting by majority vote, or (2) if such a quorum is
not obtainable, or, even if obtainable, a quorum of disinterested
directors so directs, independent legal counsel by the use of a
written opinion or (3) the stockholders. If there has been a
Change in Control of the Company, the Reviewing Party shall be the
special, independent counsel referred to in Section 4
hereof.
3. If Indemnitee has not been
indemnified by the expiration of the foregoing thirty-day period or
received expense advances or if the Reviewing Party determines that
Indemnitee would not be permitted to be indemnified or be entitled
to receive expense advances within two days of the request therefor
in whole or in part under the applicable law, Indemnitee shall have
the right to commence litigation seeking from the court a finding
that Indemnitee is entitled to indemnification and expense advances
or enforcement of Indemnitee’s entitlement to indemnification
and expense advances or challenging any determination by the
Reviewing Party or any aspect thereof that Indemnitee is not
entitled
to be indemnified or receive expense advances
and the burden of proving that indemnification or advancement of
expenses is not appropriate shall be on the Company; any
determination by the Reviewing Party in favor of Indemnitee shall
be conclusive and binding on the Company, unless facts supplied by
Indemnitee which form the basis for the determination are
subsequently determined to have been materially incorrect at the
time supplied. Indemnitee agrees to bring any such litigation in
any court in the states of New York or Delaware having subject
matter jurisdiction thereof and in which venue is proper, and the
Company hereby consents to service of process and to appear in any
such proceeding.
4. The Company agrees that if there
is a Change in Control of the Company (as hereinafter defined),
then with respect to all matters thereafter arising concerning the
rights of Indemnitee to indemnity payments and expense advances
under this Agreement or any other agreement or Bylaws now or
hereafter in effect relating to Claims for Indemnifiable Events,
the Company shall seek legal advice only from special, independent
counsel selected by Indemnitee who a majority of the disinterested
Directors approves (which approval shall not be unreasonably
withheld), and who has not otherwise performed services for the
Company or Indemnitee. Such counsel, among other things, shall
determine whether and to what extent Indemnitee is permitted to be
indemnified or is entitled to expense advances under applicable law
and shall render its written opinion to the Company and Indemnitee
to such effect. The Company agrees to pay the reasonable fees of
the special, independent counsel referred to above and to fully
indemnify such counsel against any and all expenses (including
attorneys’ fees), claims, liabilities and damages arising out
of or relating to this Agreement or its engagement pursuant hereto
except for willful misconduct or gross negligence.
5. For purposes of this Agreement,
(a) “Change in Control of the Company” shall be
deemed to have occurred if (i) any “person” (as
such term is used in Sections 13(d)(3) and 14(d) of the Securities
Exchange Act of 1934, as amended), other than a trustee or other
fiduciary holding securities under an employee benefit plan of the
Company, is or becomes the beneficial owner (as defined in Rule
13d-3 under said Act), directly or indirectly, of securities of the
Company representing 20% or more of the combined voting power of
the Company’s then outstanding securities, or
(ii) during any period of two consecutive years, individuals
who at the beginning of such period constitute the Board
