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Exhibit 10(i)
INDEMNITY AGREEMENT
This Agreement is made as of the 7 th day of March 2007
by and between TAYLOR DEVICES, INC., a New York corporation having
an office at 90 Taylor Drive, North Tonawanda, New York 14120-0748
(the "Corporation"), and John Burgess, an individual residing at 3
Hampton Hill Drive, Amherst, New York 14221 ("Indemnitee"), a
director of the Corporation.
WHEREAS , it is essential to the Corporation to retain and
attract as directors and officers the most capable persons
available; and
WHEREAS , it is the policy of the Corporation to indemnify its
directors and officers so as to provide them with the maximum
possible protection permitted by law; and
WHEREAS , Section 722 of the Business Corporation Law of New
York, under which the Corporation is organized, empowers
corporations to indemnify any person serving as a director,
officer, employee or agent of the corporation and any person who
serves at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust, or other enterprise, and such Section 722 specifies
that the indemnification set forth therein shall not be deemed
exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote
of shareholders or disinterested directors or otherwise; and
WHEREAS , in order to serve, Indemnitee desires indemnification
to the extent of the maximum protection permitted by law.
NOW, THEREFORE , in consideration of the mutual covenants set
forth herein, the Corporation and Indemnitee hereby agree as
follows:
1.
Agreement to Serve . Indemnitee agrees to serve as a
director and/or officer of the Corporation for so long as he is
duly elected or appointed or until the effective date of his
written resignation. This Agreement does not constitute an
employment agreement or confer any employee or other compensation
rights other than the rights with respect to indemnification,
advancement or Expenses (as defined below) and, if any, maintenance
of directors and officers liability insurance specified
herein.
2.
Definitions . As used in this Agreement:
(a)
The term "Proceeding" shall include any threatened, pending or
completed action, suit or proceeding, whether brought in the right
of the Corporation or otherwise and whether of a civil, criminal,
administrative or investigative nature, in which Indemnitee may be
or may have been involved as a party, a witness or otherwise, by
reason of the fact that Indemnitee is or was a director or officer
of the Corporation, by reason of any action taken by him or of any
inaction on his part while acting as such director or officer, or
by reason of the fact that he is or was serving at the request of
the Corporation as a director, officer, trustee, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, whether or not he is serving in such capacity at the
time any liability or expense is incurred for which indemnification
or reimbursement may be provided under this Agreement.
(b)
The term "Expenses" includes, without limitation thereto, expenses
of investigations, judicial or administrative proceedings or
appeals, amounts paid in settlement by or on behalf of Indemnitee,
attorneys' fees and disbursements, but shall not include the amount
of judgments, fines or penalties against Indemnitee.
(c)
"Change in Control" means a change in control of the Corporation
occurring after the date of this Agreement of a nature that would
be required to be reported under the Securities Exchange Act of
1934 or any regulation or rule thereunder (collectively the "Act"),
whether or not the Corporation is then subject to such reporting
requirement; provided, however, that, without limitation, such a
Change in Control shall be deemed to have occurred if after the
date of this Agreement (i) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Act), other than a person who is
presently a member of the board of directors of the Corporation, is
or becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Act), directly or indirectly, of securities of the Corporation
representing 20% or more of the combined voting power of the
Corporation's then outstanding securities; (ii) the Corporation is
a party to a merger, consolidation, sales of assets or other
reorganization, or a proxy contest, as a consequence of which
members of the board of directors of the Corporation in office
immediately prior to such transaction or event constitute less than
a majority of the board of directors thereafter; or (iii) during
any period of two consecutive years, individuals who at the
beginning of such period constituted the board of directors
(including for this purpose any new director whose election or
nomination for election by the Corporation's shareholders was
approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of such period)
cease for any reason to constitute a majority of the board of
directors.
(d)
"Corporate Status" means and describes the status of a person who
is or was a director, officer, employee, agent or fiduciary of the
Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee, agent or fiduciary of any other
"Other Enterprise."
(e)
The term "Disinterested Director" means a director of the
Corporation who is not and was not a party to the Proceeding in
respect of which indemnification is sought by the Indemnitee.
(f)
The term "Other Enterprise" shall include any wholly or partly
owned subsidiary of the Corporation, any employee compensation or
benefit plan of any one or more of the Corporation and its
subsidiaries and affiliates, and any other corporation,
partnership, joint venture, trust or enterprise of which the
Indemnitee is or was serving at the request of the Corporation as a
director, officer, employee, agent or otherwise.
(g)
Reference to "fines" shall include, any excise tax assessed 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, such director, officer,
employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best
interests of the Corporation" as referred to in this Agreement.
3.
Indemnity and Advancement of Expenses to the Extent Permitted by
Law . Subject to the terms of Paragraph 8 of this
Agreement, the Corporation shall indemnify and advance Expenses to
the Indemnitee to the fullest extent permitted by applicable law
now in effect. Without limitation of the foregoing,
indemnification shall be deemed to be permitted by applicable law
for purposes of this Agreement if indemnification is required by
Paragraph 4 or 5 hereof, and advancement of expenses shall be
deemed permitted under applicable law, and as more particularly set
forth in Paragraph 8 hereof.
4.
Indemnity in Third Party Proceedings . The
Corporation shall indemnify Indemnitee in accordance with the
provisions of this Paragraph 4 if Indemnitee is a party to or is
threatened to be made a party to or is otherwise involved in any
Proceeding (other than a Proceeding by or in the right of the
Corporation to procure a judgment in its favor) against all
Expenses, liabilities, judgments, fines and penalties actually and
reasonably incurred by Indemnitee in connection with the defense or
settlement of such Proceeding, but only if Indemnitee acted in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation and, in the case
of a criminal Proceeding, in addition, had no reasonable cause to
believe that his conduct was unlawful.
5.
Indemnity in Proceedings By or In the Right of the
Corporation . The Corporation shall indemnify
Indemnitee in accordance with the provisions of this Section if
Indemnitee is a party to or is threatened to be made a party to or
is otherwise involved in any Proceeding by or in the right of the
Corporation to procure a judgment in its favor (a "Corporation
Claim") against all Expenses actually and reasonably incurred by
Indemnitee in connection with the defense or settlement of such
Proceeding, but only if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the Corporation; provided, however, that no
indemnification shall be made under this Paragraph 5 for (i)
judgments, fines, penalties, or amounts paid in settlement by or on
behalf of Indemnitee; or (ii) other Expenses in respect of any
claim, issue or matter as to which Indemnitee shall have been
adjudged to be liable to the Corporation, unless and
only
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