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INDEMNITY AGREEMENT
This
INDEMNITY AGREEMENT dated as of the ___ day of _______, is
made by and between Knight Transportation, Inc. (the
“Corporation”), and ___________________ (the
“Indemnitee”).
RECITALS
The
Articles of Incorporation and Bylaws of the Corporation
provide for indemnification by the Corporation of its
directors to the fullest extent permitted by
law. The Indemnitee has been serving and desires to
continue to serve as a director of the Corporation in part in
reliance on such indemnity provision.
To
provide the Indemnitee with additional contractual assurance
of protection against personal liability in connection with
certain proceedings described below, the Corporation desires
to enter into this Agreement.
In
order to induce the Indemnitee to serve or continue to serve
as a director of the Corporation, and in consideration of the
Indemnitee’s so serving, the Corporation desires to
indemnify the Indemnitee and to make arrangements pursuant to
which the Indemnitee may be advanced or reimbursed expenses
incurred by Indemnitee in certain proceedings described below,
according to the terms and conditions set forth
below.
AGREEMENT
THEREFORE,
in consideration of the foregoing recitals and of
Indemnitee’s serving or continuing to serve the
Corporation as a director, the parties agree as
follows:
1.
Indemnification
.
(a) In
accordance with the provisions of subsection (b) of this
Section 1, the Corporation shall hold harmless and
indemnify the Indemnitee against any and all expenses,
liabilities and losses (including, without limitation,
investigation expenses and expert witnesses’ and
attorneys’ fees and expenses, costs of court, judgments,
penalties, fines, and amounts paid or to be paid in
settlement) actually incurred by the Indemnitee (net of any
related insurance proceeds or other amounts received by
Indemnitee or paid by or on behalf of the Corporation on the
Indemnitee’s behalf), in connection with any action,
suit, or proceeding, whether civil, criminal, administrative,
or investigative, to which the Indemnitee is a party or is
threatened to be made a party (a “Proceeding”)
based upon, arising from, relating to, or by reason of the
fact that Indemnitee is, was, shall be, or shall have been a
director and/or officer of the Corporation or is or was
serving, shall serve, or shall have served at the request of
the Corporation as a director, officer, partner, trustee,
member, employee, or agent (“Affiliate
Indemnitee”) of another foreign or domestic corporation
or non-profit corporation, cooperative, partnership, joint
venture, limited liability company, trust or other
incorporated or unincorporated enterprise (each, a
“Company Affiliate”).
(b) Without
limiting the generality of the foregoing, the Indemnitee shall
be entitled to the rights of indemnification provided in this
Section 1 for any expenses actually incurred in any Proceeding
initiated by or in the right of the Corporation, unless
indemnification is barred by A.R.S. §§ 10-851.D or
10-856.A, or any other applicable law.
(c) In
providing the foregoing indemnification, the Corporation
shall, with respect to any proceeding, hold harmless and
indemnify the Indemnitee to the fullest extent not prohibited
by the law of the State of Arizona, as in effect from time and
time, and the Articles of Incorporation. For
purposes of this Agreement, it is intended that the
indemnification afforded hereby be mandatory and the broadest
possible under any then existing statutory provision expressly
authorizing the Corporation to indemnify directors or officers
whether in effect on the date of this Agreement or hereafter,
provided, however, that the indemnification provisions of this
Agreement shall apply without regard to whether any provision
set forth in the Articles or Bylaws of the Corporation
authorizing or permitting indemnification shall be in force or
effect.
2.
Other
Indemnification Agreements . The Corporation
may purchase and maintain insurance or furnish similar
protection or make other arrangements, including, but not
limited to, providing a trust fund, letter of credit, or
surety bond (“Indemnification Arrangements”) on
behalf of the Indemnitee against any liability asserted
against him or her or incurred by or on behalf of him or her
in such capacity as a director or officer of the Corporation
or an Affiliated Indemnitee, or arising out of his or her
status as such, whether or not the Corporation would have the
power to indemnify him or her against such liability under the
provisions of this Agreement. The purchase,
establishment, and maintenance of any such Indemnification
Arrangement shall not in any way limit or affect
the rights and obligations of the Corporation or of the
Indemnitee under this Agreement except as expressly provided
herein, and the execution and delivery of this Agreement by
the Corporation and the Indemnitee shall not in any way limit
or affect the rights and obligations of the Corporation or the
other party or parties thereto under any such Indemnification
Arrangement. All amounts payable by the Corporation
pursuant to this Section 2 and Section 1 hereof are herein
referred to as “Indemnified
Amounts.” To the extent the Corporation is
able to obtain directors and officers liability insurance of a
reasonable premium (as determined by the Corporation in its
sole discretion), the Corporation shall use reasonable efforts
to cause the Indemnitee to be covered by such
insurance.
3.
Advance Payment
of Indemnified Amounts .
(a) The
Indemnitee hereby is granted the right to receive in advance
of a final, nonappealable judgment or other final adjudication
of a Proceeding (a “Final Determination”) the
amount of any and all expenses, including, without limitation,
investigation expenses, court costs, expert witnesses’
and attorneys’ fees and other expenses expended or
incurred by the Indemnitee in connection with any Proceeding
or otherwise expensed or incurred by the Indemnitee (such
amounts so expended or incurred being hereinafter referred to
as “Advanced Amounts”).
(b) In
making any written request for Advanced Amounts, the
Indemnitee shall submit to the Corporation a schedule setting
forth in reasonable detail the dollar amount expended or
incurred and expected to be expended. Each such
listing shall be supported by the bill, agreement, or other
documentation relating thereto, each of which shall be
appended to the schedule as an exhibit. In
addition, before the Indemnitee may receive Advanced Amounts
from the Corporation, the Indemnitee shall provide to the
Corporation (i) a written affirmation of the
Indemnitee’s good faith belief that the applicable
standard of conduct required for indemnification by the
Corporation has been satisfied by the Indemnitee, and (ii) a
written undertaking by or on behalf of the Indemnitee to repay
the Advanced Amount if it shall ultimately be determined that
the Indemnitee has not satisfied any applicable standard of
conduct. The written undertaking required from the
Indemnitee shall be an unlimited general obligation of the
Indemnitee but need not be secured. The Corporation
shall pay to the Indemnitee all Advanced Amounts within twenty
(20) days after receipt by the Corporation of all information
and documentation required to be provided by the Indemnitee
pursuant to this paragraph.
4.
Procedure for
Payment of Indemnified Amounts .
(a) To
obtain indemnification under this Agreement, the Indemnitee
shall submit to the Corporation a written request for payment
of the appropriate Indemnified Amounts, including with such
requests such documentation and information as is reasonably
available to the Indemnitee and reasonably necessary to
determine whether and to what extent the Indemnitee is
entitled to indemnification. The Secretary of the
Corporation shall, promptly upon receipt of such a request for
indemnification, advise the Board of Directors in writing that
the Indemnitee has requested indemnification.
(b) The
Corporation shall pay the Indemnitee the appropriate
Indemnified Amounts unless i
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