EXHIBIT
10.17
INDEMNITY AGREEMENT
This Agreement is made as of ____________, by and between
MANATRON, INC., a Michigan corporation (the "Corporation"), and
______________ ("Indemnitee"), ________of the Corporation.
It is essential to the Corporation to attract and retain as
directors and officers the most capable persons available. The
substantial increase in corporate litigation subjects directors and
officers to expensive litigation risks at the same time that the
availability and coverage of directors and officers liability
insurance has been limited. It is the express policy of the
Corporation to indemnify its directors and officers so as to
provide them with the maximum possible protection permitted by law,
and in furtherance of that policy and in consideration of
Indemnitee's agreement to serve as an officer of the Corporation,
the parties are entering into this Agreement.
ACCORDINGLY, the parties agree as follows:
Section 1.
Definitions. As used in this Agreement:
(a) "Expenses" means all costs,
expenses and obligations paid or incurred in connection with
investigating, litigating, being a witness in, defending or
participating in, or preparing to litigate, defend, be a witness in
or participate in any matter that is the subject of a Proceeding
(as defined below), including attorneys' and accountants' fees and
court costs.
(b) "Proceeding" means any
threatened, pending or completed action, suit or proceeding, or any
inquiry or investigation, whether brought by or in the right of the
Corporation or otherwise and whether of a civil, criminal,
administrative or investigative nature, in which Indemnitee may be
or may have been involved as a party or otherwise by reason of the
fact that Indemnitee is or was a director, officer, employee, agent
or fiduciary of the Corporation, or by reason of any action taken
by Indemnitee or any inaction on Indemnitee's part while acting as
a director, officer, employee, agent or fiduciary of the
Corporation, or by reason of the fact that Indemnitee is or was
serving at the request of the Corporation as a director, officer,
employee, agent or fiduciary of another corporation, partnership,
joint venture, trust or other enterprise.
(c) "Resolution Costs" includes
any amount paid in connection with a Proceeding in satisfaction of
a judgment, fine, penalty or any amount paid in settlement.
Section 2.
Agreement to Serve . Indemnitee agrees to serve as a director
or officer of the Corporation for so long as Indemnitee is duly
elected or appointed or until the tender of Indemnitee's written
resignation.
Section 3. Indemnification. The Corporation
shall indemnify Indemnitee against all Expenses actually and
reasonably incurred by Indemnitee in connection with any
Proceeding. Additionally, the Corporation shall indemnify
Indemnitee against all Resolution Costs actually and reasonably
incurred by Indemnitee in connection with any Proceeding. It
is
the intent of the parties to provide Indemnitee, to the fullest
extent allowed by law as now or later enacted or interpreted, with
indemnification against any Expenses and Resolution Costs incurred
by Indemnitee in connection with any Proceeding. To the extent a
change in the laws of the state of Michigan (whether by statute or
judicial decision) permits greater indemnification, either by
agreement or otherwise, than presently provided by law or this
Agreement, it is the intent of the parties that Indemnitee shall
enjoy by this Agreement the greater benefits afforded by the
change. Notwithstanding the foregoing, no indemnification shall be
made under this Agreement:
(a) with respect to remuneration
paid to Indemnitee if the remuneration was in violation of law;
(b) on account of Indemnitee's
conduct that was knowingly fraudulent, deliberately dishonest or
willful misconduct;
(c) on account of Indemnitee's
conduct that was an intentional infliction of harm on the
Corporation or its shareholders or an intentional criminal act;
(d) if a final decision by a
court having jurisdiction in the matter determines that
indemnification under this Agreement is not lawful; or
(e) in connection with any
Proceeding initiated by Indemnitee against the Corporation or any
director, officer, employee, agent or fiduciary of the Corporation
(in such capacity) unless the Corporation has joined in or
consented to the initiation of the Proceeding or such Proceeding
relates to the enforcement by Indemnitee of Indemnitee's rights
under this Agreement.
Section 4.
Payment of Indemnification.
(a) Expenses incurred by
Indemnitee and subject to indemnification under Section 3 above
shall be paid directly by the Corporation within five (5) days
after the receipt of a written request of Indemnitee setting forth
in reasonable detail the amount requested and accompanied by copies
of relevant invoices or other documentation. Resolution Costs
incurred by Indemnitee and subject to indemnification under Section
3 above shall be paid directly by the Corporation within thirty
(30) days after the receipt of a written request of Indemnitee
setting forth in reasonable detail the amount requested and
accompanied by relevant invoices or other documentation.
Indemnitee's request for indemnification must be accompanied by a
signed certificate that Indemnitee in good faith believes that he
or she is entitled to indemnification in accordance with the
requirements of this Agreement. If Indemnitee certifies that
Indemnitee in good faith believes that he or she is entitled to
indemnification under this Agreement, Indemnitee will be deemed to
have met the necessary standard of conduct unless and until it is
determined by a final judgment or other final adjudication that
Indemnitee is not entitled to indemnification.
(b) Indemnitee agrees to promptly
repay any amounts paid or advanced under this Agreement to the
extent that it is ultimately determined in accordance with Section
4(a) above that Indemnitee is not entitled to indemnification of
such amounts under this Agreement and amounts advanced to cover
Expenses which Indemnitee does not in fact incur.
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