<PAGE>
EXHIBIT 10.15
DIRECTOR AND OFFICER
INDEMNITY AGREEMENT
__________,
20__
This agreement is between Open Solutions Inc., a Delaware
corporation
(the "Company"), and ___________, ___________[title] of the Company
(the
"Indemnitee").
A. Both
the Company and Indemnitee recognize the increased risk
of litigation and other claims being asserted against directors and
officers of
public companies in today's environment.
B. The
Certificate of Incorporation of the Company (the
"Certificate of Incorporation") requires the Company to indemnify
and advance
expenses to its directors and officers to the fullest extent
permitted by law
and the Indemnitee has been serving and continues to serve as
___________[title]
of the Company in part in reliance on such provisions.
C. Section 145(f)
of the Delaware General Corporation Law (the
"DGCL") expressly recognizes that the indemnification provisions of
the DGCL are
not exclusive of any other rights to which a person seeking
indemnification may
be entitled under any by-law, agreement, vote of stockholders or
disinterested
directors or otherwise, and this Agreement is being entered into
pursuant to
such provisions.
D. In
recognition of Indemnitee's need for substantial protection
against any potential personal liability in order to assure
Indemnitee's
continued service to the Company in an effective manner and
Indemnitee's
reliance on the provisions of the Certificate of Incorporation and
By-laws, and
in part to provide Indemnitee with specific contractual assurance
that the
protection promised by the Certificate of Incorporation and By-laws
will be
available to Indemnitee (regardless of, among other things, any
amendment to or
revocation of any provision of the Company's Certificate of
Incorporation or
By-laws or any change in the composition of the Company's Board of
Directors or
any acquisition of the Company), the Company wishes to provide in
this Agreement
for the indemnification of and the advancing of expenses to
Indemnitee to the
fullest extent (whether partial or complete) permitted by law and
as set forth
in this Agreement, and, to the extent insurance is maintained, for
the continued
coverage of the Indemnitee under the Company's directors' and
officers'
liability insurance policies.
The parties hereto agree as follows:
(1) Certain
Definitions.
(a) "Change in
Control" shall be deemed to have occurred if (i)
any "person" (as such term is used in Section 13(d) and 14(d) of
the Securities
Exchange Act of 1934, as amended), other than a trustee or other
fiduciary
holding securities under an employee benefit plan of the Company or
a
corporation owned directly or indirectly by the stockholders of the
Company in
substantially the same proportions as their ownership of stock of
the Company,
is or becomes the "beneficial owner" (as defined in Rule 13d-3
under said Act),
directly or indirectly, of securities of the Company representing
35% or more of
the total voting power represented by
<PAGE>
the Company's then outstanding voting securities, or (ii) during
any period of
12 consecutive months, individuals who at the beginning of such
period
constitute the Board of Directors of the Company and any new
director whose
election by the Board of Directors or nomination for election by
the Company's
stockholders was approved by a vote of at least two-thirds (2/3) of
the
directors then still in office who either were directors at the
beginning of the
period or whose election or nomination for election was previously
so approved,
cease for any reason to constitute a majority thereof, or (iii) the
stockholders
of the Company approve a merger or consolidation of the Company
with any other
corporation or entity, other than a merger or consolidation that
would result in
the voting securities of the Company outstanding immediately prior
thereto
continuing to represent (either by remaining outstanding or by
being converted
into voting securities of the surviving entity) at least 80% of the
total voting
power represented by the voting securities of the Company or such
surviving
entity outstanding immediately after such merger or consolidation,
or the
stockholders of the Company approve a plan of complete liquidation
of the
Company or an agreement for the sale or disposition by the Company,
in one
transaction or a series of transactions, of all or substantially
all the
Company's assets.
(b) "Expenses"
means all direct and indirect costs of any type or
nature whatsoever (including, without limitation, all attorneys'
fees and
related disbursements and other out-of- pocket costs) actually and
reasonably
incurred by the Indemnitee in connection with the investigation,
defense or
appeal of, being a witness in, participating in or preparing to
defend a
Proceeding or establishing or enforcing a right to (i)
indemnification or
advancement of expenses under this Agreement, the Certificate of
Incorporation,
the By-laws, the DGCL or otherwise or (ii) directors' and officers'
liability
insurance coverage; provided, however, that Expenses shall not
include any
judgments, fines or penalties or amounts paid in settlement of a
Proceeding.
(c)
"Indemnifiable Event" is any event or occurrence related to
the fact that Indemnitee is or was a director or officer of the
Company, or is
or was serving at the request of the Company as a director,
officer, partner,
member, fiduciary, employee, trustee or agent of another
corporation,
partnership, joint venture, trust, nonprofit entity or other entity
(including
service with respect to employee benefit plans), or by reason of
anything done
or not done by Indemnitee in any such capacity.
(d)
"Indemnification Period" shall be such period as the
Indemnitee shall continue to serve as a director or officer of the
Company, or
shall continue at the request of the Company to serve as a
director, officer,
partner, member, fiduciary, employee, trustee or agent of another
corporation,
partnership, joint venture, trust, nonprofit entity or other
entity, and
thereafter so long as the Indemnitee shall be subject to any
possible Proceeding
arising out of the Indemnitee's tenure in the foregoing
positions.
(e) "Losses"
are any judgments, fines, penalties and amounts paid
in settlement (including all interest assessments and other charges
paid or
payable in connection with or in respect of such judgments, fines,
penalties or
amounts paid in settlement) of any Proceeding.
(f)
"Proceeding" shall mean any completed, actual, pending or
threatened action, suit, claim, inquiry, arbitration or other
proceeding,
whether civil, criminal,
2
<PAGE>
administrative or investigative (including an action by or in the
right of the
Company) and whether formal or informal and any appeal
therefrom.
(g) "Reviewing
Party" shall mean (i) the Board of Directors
(provided that a majority of directors are not parties to the
Proceeding), (ii)
a person or body selected by the Board of Directors or (iii) if
there has been a
Change in Control, the special independent counsel referred to in
Section 5.
(2)
Indemnification and Advancement of Expenses. Subject to the
limitations set forth in Section 4:
(a)
Indemnification. The Company shall indemnify and hold harmless
Indemnitee, to the fullest extent permitted by applicable law, as
soon as
practicable after written demand is presented to the Company, in
the event
Indemnitee was or is made or is threatened to be made a party to or
witness in
or is otherwise involved in a Proceeding by reason, in whole or in
part, of an
Indemnifiable Event against all Expenses and Losses incurred by
Indemnitee in
connection with such Proceeding. In the event of any change, after
the date of
this Agreement, in any applicable law, statute or rule regarding
the right of a
Delaware corporation to indemnify a member of its Board of
Directors or an
officer, such change, to the extent it would expand Indemnitee's
rights under
this Agreement, shall be included within Indemnitee's rights and
the Company's
obligations under this Agreement, and, to the extent it would
narrow
Indemnitee's rights or the Company's obligations under this
Agreement, shall be
excluded from this Agreement; provided, however, that any change
required by
applicable laws, statutes or rules to be applied to this Agreement
shall be so
applied regardless of whether the effect of such change is to
narrow
Indemnitee's rights or the Company's obligations under this
Agreement.
(b)
Advancement of Expenses. The Company shall to the fullest
extent not prohibited by applicable law pay the Expenses incurred
by Indemnitee
as soon as practicable after written demand is presented to the
Company in the
event Indemnitee was or is made or is threatened to be made a party
to or
witness in or is otherwise involved in a Proceeding by reason, in
whole or in
part, of an Indemnifiable Event in advance of its final
disposition; provided,
however, that, to the extent required by law, such payment of
expenses in
advance of the final disposition of the Proceeding shall be made
only upon
receipt of an undertaking by the Indemnitee to repay all amounts
advanced if it
should be ultimately determined that the Indemnitee is not entitled
to be
indemnified under this Agreement, the DGCL or otherwise.
(c) Partial
Indemnity. If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for
some or a
portion of the Losses or Expenses, but not, however, for all of the
total amount
thereof, the Company shall indemnify Indemnitee for the portion
thereof to which
Indemnitee is entitled. Notwithstanding any other provision of this
Agreement,
to the extent that Indemnitee has been successful on the merits or
otherwise in
defense of any issue or matter therein, including dismissal without
prejudice,
Indemnitee shall be indemnified against all Expenses incurred in
connection
therewith.
(d)
Contribution. If the indemnification provided in Section 2(a)
for any reason is held by a court of competent jurisdiction to be
unavailable to
the Indemnitee, then in respect of any Indemnifiable Event, the
Company shall
contribute to the amount of Expenses and
3
<PAGE>
Losses paid in settlement actually incurred and paid or payable by
the
Indemnitee in such pro
