INDEMNIFICATION
AGREEMENT
THIS
INDEMNIFICATION AGREEMENT (“ Agreement ”) is
entered into as of December 21, 2005 (the “ Effective
Date ”), among Activant Solutions Holdings Inc., a
Delaware corporation formerly known as Cooperative Computing
Holdings Company, Inc. (“ ASHI ”), Activant
Solutions Inc., a Delaware corporation formerly known as
Cooperative Computing, Inc. (“ ASI ” and,
together with ASHI, the “ Indemnitors ”), and
Steve McLaughlin (“ Indemnitee ”).
A. Highly
competent and experienced persons are becoming more reluctant to
serve corporations as directors, executive officers or in other
capacities unless they are provided with adequate protection
through insurance and adequate indemnification against inordinate
risks of claims and actions against them arising out of their
service to and activities on behalf of the corporation.
B. The Board
of Directors of each of the Indemnitors has determined that the
inability to attract and retain such persons would be detrimental
to the best interests of the Indemnitors and their respective
subsidiaries (collective, the “ Company
”).
C. The Board
has also determined that it is reasonable, prudent and necessary
for the Company contractually to obligate itself to indemnify such
persons to the fullest extent permitted by applicable law so that
they will serve or continue to serve the Company free from undue
concern that they will not be so indemnified.
In consideration
of the foregoing and the mutual covenants herein contained, and
other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereby agree as
follows:
Section 1.1
General . The Indemnitors shall indemnify, and advance
expenses to, Indemnitee, to the fullest extent provided in their
respective Certificates of Incorporation, as the same is in effect
on the date hereof and, subject to Section 1.2, as the same
may be amended or modified from time to time.
Section 1.2
Non-Exclusivity . The rights of Indemnitee to receive
indemnification and advancement of expenses under this agreement
shall not be deemed exclusive of any other rights to which
Indemnitee may at any time be entitled under applicable law, the
Bylaws of either ASHI or ASI, or any other agreement, vote of
stockholders or a resolution of directors, or otherwise. Except as
required by law, neither Indemnitor shall, without the prior
written consent of Indemnitee, adopt any amendment to their
respective Certificates of Incorporation which would have the
effect of adversely affecting Indemnitee’s rights to
indemnification set forth herein.
Section 1.3
Duration of Agreement . This Agreement shall continue for so
long as Indemnitee serves as a director or officer of the Company
or, at the request of the Company, as a director or officer of
another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, and thereafter shall survive
until and terminate upon the latest to occur of (a) the
expiration of six (6) years after the latest date that
Indemnitee shall have ceased to serve in any such capacity;
(b) the final termination of all pending proceedings in
respect of which Indemnitee is granted rights of indemnification or
advancement of expenses hereunder; or (c) the expiration of all
statutes of limitation applicable to possible claims arising out of
Indemnitee’s status as an officer or director of the Company
or of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise which such Indemnitee is
or was serving at the request of the Company.
Section 1.4
Notice by Each Party . Indemnitee shall promptly notify the
Indemnitors in writing upon being served with any summons,
citation, subpoena, complaint, indictment, information or other
document or communication relating to any claim which Indemnitee
may be entitled to indemnification or advancement of expenses
hereunder; provided, however, that any failure of Indemnitee to so
notify the Indemnitors shall not adversely affect
Indemnitee’s rights under this Agreement except to the extent
the Company shall have been materially prejudiced as a direct
result of such failure.
Section 2.1
Enforcement . The Indemnitors agree that its execution of
this Agreement shall constitute a stipulation by which it shall be
irrevocably bound in any court or arbitration in which a proceeding
by Indemnitee for enforcement of his rights hereunder shall have
been commenced, continued or appealed, that its ob
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