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INDEMNITY AGREEMENT
This Agreement,
by and between Twin Disc, Incorporated, a corporation
organized under the laws of the State of
Wisconsin (the "Company"), and (Name),
an officer of the Company ("Indemnitee"),
is dated as of (Date).
WHEREAS, the
Company considers it to be in its best interests and the best
interests of its shareholders that
Indemnitee serve the Company as an officer;
and
WHEREAS, the
Company wishes to encourage Indemnitee to serve the Company
and, in connection therewith, to freely
take and recommend such actions as
Indemnitee shall consider to be in the best
interests of the Company;
NOW, THEREFORE,
in consideration of the mutual covenants and agreements
herein contained, and for other good and
valuable consideration, the receipt
and sufficiency of which are hereby
acknowledged, the parties hereto agree as
follows:
1. Indemnification.
Pursuant to the terms
of this Agreement, the
Company shall indemnify and hold Indemnitee
harmless, to the fullest extent
permitted by law, from and against any of
the following which are actually
incurred by Indemnitee:
a. All reasonable costs and
expenses, including attorney's fees, court
costs, interest,
and disbursements ("Expenses"), incurred in the
investigation,
settlement, defense, and/or appeal of any actual or
threatened
proceeding, whether civil, criminal, or administrative, and
whether based on
foreign, federal, state or local law, no matter by whom
brought
("Action"), to which Indemnitee is made or threatened to be
made
a party, or
otherwise involved in, by reason of at any time being an
officer of the
Company or any subsidiary or affiliate thereof, or serving
any benefit plan
of the Company, or serving, upon written request of the
Company pursuant
to a resolution of its board of directors, any other
organization or
entity.
b. All judgments, fines,
penalties or amounts paid or awarded in
resolution of
any Action, including any amounts paid in settlement of any
Action, and
including excise taxes assessed with respect to any employee
benefit plan
("Liabilities").
2. Procedure for Indemnification.
a. Notice to Company. If any
claim or Action is commenced against or
involving any
Indemnitee or, to the knowledge of Indemnitee, threatened
to be commenced,
Indemnitee shall promptly notify the Company thereof.
b. Approval of Indemnification.
Upon the final
disposition of an
Action, or of
any part of an Action, to the extent that Indemnitee or,
if the Company
assumed the defense pursuant to Paragraph 2c, the Company,
is successful on
the merits in defending the Action or partial Action,
the Company
shall, within sixty (60) days of a written request by
Indemnitee,
itemizing the Expenses and providing reasonable documentation
thereof,
reimburse Indemnitee for all Expenses and/or Liabilities.
"Success on the
merits" shall be deemed to include any settlements of
claims for
amounts which independent counsel advises the Company are
comparable to or
less than the anticipated aggregate costs of defending
an Action based
on such claim. To the
extent that Indemnitee or, if the
Company assumed
the defense, the Company, is not successful on the merits
or otherwise in
defending the Action, Indemnitee shall be indemnified
against Expenses
and/or Liabilities unless it is found that Indemnitee
breached or failed to
perform a duty owed by Indemnitee to the Company and
that such breach
or failure to perform constituted (i) a willful failure
to deal fairly
with the Company or its shareholders in connection with a
matter in which
Indemnitee had a material conflict of interest, (ii) a
violation of the
criminal law, unless Indemnitee had reasonable cause to
believe that her
conduct was lawful or had no reasonable cause to believe
her conduct was
unlawful, (iii) a transaction from which Indemnitee
derived an
improper personal benefit, or (iv) willful misconduct. Such
finding shall be
made by one of the following, which may be designated by
Indemnitee: (i)
a quorum of the Company's directors who are not at the
time part
