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Exhibit
No. 10.9
INDEMNITY
AGREEMENT
THIS AGREEMENT is
executed this ___ day of _______________, 20__, by and between
Rural/Metro Corporation, a Delaware corporation, and its
Subsidiaries (the “Corporation”), and
_______________ (the “Indemnitee”), an officer and/or
director of the Corporation. This Agreement is effective as of the
first day of service of the Indemnitee as an officer and/or
director of the Corporation.
RECITALS:
A. The Corporation believes
it is important to the Corporation to retain and attract the most
capable persons available.
B. Increases in the incidence
of litigation subject the Corporation and its personnel to
significant risks at the same time that the availability and
coverage of liability insurance have become uncertain and
prohibitively expensive.
C. In recognition of the
Indemnitee’s need for substantial protection against personal
liability in order to maintain the Indemnitee’s continued
service to and on behalf of the Corporation in an effective manner,
and to provide the Indemnitee with specific contractual assurances
that such protection will be available to the Indemnitee, the
Corporation desires to provide in this Agreement for the
indemnification of and the advance of Expenses to the Indemnitee,
as set forth in this Agreement, to the fullest extent (whether
partial or complete) permitted by law, and, to the extent
officers’ and directors’ liability insurance is
maintained by the Corporation, to provide for the continued
coverage of the Indemnitee under the Corporation’s
officers’ and directors’ liability insurance
policies.
D. It is the policy of the
Corporation to enter into a written Indemnity Agreement with any
person serving as an officer and/or director of the Corporation
effective as of the commencement of service by such person.
Accordingly, the parties are entering into this Agreement on the
date indicated above, to be effective as of the commencement of
service by the Indemnitee as an officer and/or director of the
Corporation.
E. The Board of Directors of
the Corporation has determined that this Agreement is fair as to
the Corporation.
AGREEMENT
NOW, THEREFORE, in
consideration of Indemnitee agreeing to continue to serve as a
director and/or in any future role as a director and/or officer of
the Corporation, and other good and valuable consideration, the
parties hereto hereby agree as follows:
1. Definitions . As used in this
Agreement:
(a) “ Damages
” shall mean any and all damages, judgments, fines,
assessments, charges, penalties, amounts paid in settlement and any
and all Expenses (including, without limitation, all interest,
assessments and other charges paid or payable in connection
therewith or with respect thereto).
(b) “ Expenses
” shall mean all attorneys’ fees and all other costs,
expenses and obligations paid or incurred in connection with
investigating, defending, being a witness in or participating in
any Proceeding relating to an Indemnifiable Event, or preparation
in connection therewith.
(c) “ Indemnifiable
Event ” shall mean any event, act, omission, occurrence
or circumstance related to the fact that the Indemnitee is or was
an officer, director, employee or agent of the Corporation, or is
or was serving, in any capacity, representative or otherwise, at
the request of the Corporation, with another corporation,
partnership, joint venture, trust or other enterprise, including
any employee benefit plan, person or entity.
(d) “ Proceeding
” shall mean any threatened, pending or completed action,
suit, investigation, inquiry, or other proceeding, and any appeal,
whether or not brought by or in the right of the Corporation or
otherwise, and whether or not of a civil, criminal, administrative
or investigative nature.
(e) “ Reviewing
Party ” shall mean an appropriate person or body
consisting of a member or members of the Board of Directors of the
Corporation, or, to the extent permitted by applicable law, an
appropriate person or body designated by the Board of Directors of
the Corporation, provided that such person or body is/are not a
party to the Proceeding in question.
2. Indemnity . Subject only to
the limitations set forth in Section 3 hereof, the Corporation
shall indemnify and hold harmless the Indemnitee, to the fullest
extent permitted by law, for, from and against any and all Damages
suffered or incurred by or on behalf of the Indemnitee in
connection with or arising out of any Proceeding with respect to
any Indemnifiable Event, including, without limitation, acts and
omissions of the Indemnitee that constitute negligence. The
Corporation shall pay all amounts required to be paid to or on
behalf of the Indemnitee pursuant this Agreement as soon as
practicable, but in any event no later than thirty (30) days
after written demand therefor is presented to the
Corporation.
3. Limitations on Indemnity .
Notwithstanding anything contained herein or in the
Corporation’s Certificate of Incorporation or Bylaws to the
contrary, the Corporation shall not be obligated to indemnify or
hold harmless the Indemnitee:
(a) If and to the extent that
such indemnification shall be prohibited by applicable law, as
determined by a Reviewing Party or otherwise;
2
(b) If and to the extent that
payment in connection with a Proceeding is actually and
unqualifiedly made to the Indemnitee under an insurance policy or
otherwise;
(c) If and to the extent that
a claim in a Proceeding is decided adversely to the Indemnitee
based upon or attributable to the Indemnitee gaining in fact any
personal profit or advantage to which the Indemnitee was not
legally entitled;
(d) If and to the extent that
the Indemnifiable Event constituted or arose out of the
Indemnitee’s willful misconduct or gross negligence;
or
(e) Except as contemplated in
Section 4 of this Agreement, if and to the extent that the
Proceeding is initiated by the Indemnitee against the Corporation
or any director or officer of the Corporation, unless the
Corporation has in writing consented to or joined in the initiation
of such Proceeding.
4. Advance Payment of Expenses .
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