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Exhibit 10.1
INDEMNITY AGREEMENT
This Agreement
made as of the _____ day of _______________, 2005, between Infodata
Systems Inc., a Virginia corporation (“Corporation”)
and the undersigned officer or director with reference to the
following facts:
The officer or
director is currently serving at the request of the Corporation and
the Corporation wishes to have him continue in such capacity. He is
willing, under certain circumstances, to continue in such capacity.
In addition to the indemnification to which the undersigned may
otherwise be entitled as a matter of law, and as an additional
consideration for services, the Corporation has, in the past,
furnished at its expense directors and officers liability insurance
protecting the officers and directors in connection with such
service. Coverage under such insurance has been severely
limited.
The undersigned
has indicated that he does not regard indemnities available under
the Corporation’s bylaws or otherwise as adequate to protect
him against the risks associated with service to the
Corporation.
In order to
induce the undersigned to continue to serve as a director and/or
officer for the Corporation and in consideration for continued
services, the Corporation hereby agrees to indemnify him as
follows:
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1. |
The Corporation will pay on his behalf and on behalf of his
executors, administrators or assigns, any amount which he is or
becomes legally obligated to pay because of’ any claim or
claims made against him because of any act or omission or neglect
or breach of duty, including any actual or alleged error which he
commits while acting in his capacity as a director or officer of
the Corporation and solely because of his being a director or
officer. As used in this paragraph, “claim” or
“claims” include any action or proceeding to which he
is made or threatened to be made a party, whether civil or
criminal, including, but not limited to, an action by or in the
right of any other corporation of any type or kind, domestic or
foreign, or any partnership, joint venture, trust, employee benefit
plan or other enterprise in any capacity. Further, the term
“Corporation”, as used in this Agreement shall be
deemed to include any corporation of any type or kind, domestic or
foreign, or any partnership, joint venture, trust, employee benefit
plan or other enterprise served by the undersigned in any capacity
at the request of the Corporation. The payments which the
Corporation will be obligated to make hereunder shall include,
among others, damages, judgments, settlements and costs, cost of
investigation and costs of defense of legal actions, claims or
proceedings and appeals therefrom and costs of attachment or
similar bonds; provided, however, that the Corporation shall not be
obligated to pay fines or other obligations or fees imposed by law
or otherwise make any payments hereunder which it is prohibited by
applicable law from paying as indemnity or for any other
reason. |
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2. |
If a claim under this Agr |
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