Exhibit 10(l)
INVACARE CORPORATION
FORM OF INDEMNITY
AGREEMENT
THIS AGREEMENT is made as of the
day of
, 20
, by and between INVACARE
CORPORATION, an Ohio corporation (the “Corporation”),
and
(“Indemnitee”), a Director and an Officer of the
Corporation.
WHEREAS, it is essential to the
Corporation to retain and attract as Directors and/or Officers the
most capable persons available, such as Indemnitee; and
WHEREAS, the prevalence of corporate
litigation subjects directors and officers to expensive litigation
risks, and it is the policy of the Corporation to indemnify its
Directors and/or Officers so as to provide them with the maximum
possible protection permitted by law; and
WHEREAS, in addition, because the
statutory indemnification provisions of the Ohio Revised Code
expressly provide that they are non-exclusive, it is the policy of
the Corporation to indemnify Directors and Officers who, on behalf
of the Corporation, have entered into settlements of derivative
suits or have paid judgments, fines or penalties therefor, provided
they have not breached the applicable statutory standard of
conduct; and
WHEREAS, Indemnitee does not regard
the protection available under the Corporation’s Code of
Regulations and insurance, if any, as adequate in the present
circumstances, and considers it necessary and desirable to his or
her service as a Director and/or Officer to have maximum
protection, and the Corporation desires to provide such protection
to induce Indemnitee to serve in such capacity; and
WHEREAS, the Ohio Revised Code
Section 1701.13(E) and the Corporation’s Code of Regulations
Article V(a) provide that indemnification of Directors and Officers
of the Corporation may be authorized by agreement, and thereby
contemplates that contracts of this nature may be entered into
between the Corporation and Indemnitee with respect to
indemnification of Indemnitee as a Director or an Officer of the
Corporation.
NOW, THEREFORE, for good and
valuable consideration, the sufficiency and adequacy of which is
hereby acknowledged, the Corporation and Indemnitee do hereby agree
as follows:
1. Agreement to Serve. Indemnitee
agrees to serve or continue to serve as a Director and/or Officer
of the Corporation for so long as he or she is duly elected or
appointed or until such time as he or she tenders his or her
resignation in writing or is otherwise terminated or removed from
office.
The Corporation expressly confirms
and agrees that it has entered into this Agreement and assumed the
obligations imposed on the Corporation hereby in order to induce
Indemnitee to continue to serve as a Director and/or
Officer of the Corporation, and acknowledges
that Indemnitee is relying upon this Agreement in continuing in
such capacity.
2. Definitions. As used in this
Agreement:
The term “Proceeding”
shall include any threatened, pending, or completed action, suit or
proceeding, 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 and/or Officer of the Corporation
or any subsidiary of the Corporation, by reason of any action taken
by Indemnitee or of any inaction on his or her part while acting as
such a Director and/or Officer, or by reason of the fact that he or
she is or was serving at the request of the Corporation as a
director, officer, member or manager, partner, trustee, employee or
agent of another corporation, domestic or foreign, non-profit or
for-profit, a limited liability company or a partnership, joint
venture, trust or other enterprise; in each case whether or not he
or she is acting or serving in any such capacity at the time any
liability or expense is incurred for which indemnification or
reimbursement can be provided under this Agreement.
The term “Expenses”
shall include, without limitation, expenses of investigations,
judicial or administrative proceedings or appeals, attorneys’
fees and disbursements and any expenses of establishing a right to
indemnification under Paragraph 9 of this Agreement, but shall not
include the amount of judgments, fines or penalties against or
settlements paid by Indemnitee.
References to “other
enterprise” shall include, without limitation, employee
benefit plans; references to “fines” shall include,
without limitation, any excise tax assessed with respect to any
employee benefit plan; references to “serving at the request
of the Corporation” shall include, without limitation, any
service as a Director or Officer of the Corporation which imposes
duties on, or involves services by, such Director or Officer with
respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner
he or she reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner “not opposed to the best
interests of the Corporation” as referred to in this
Agreement.
3. Indemnity in Third-Party
Proceedings. The Corporation shall indemnify Indemnitee in
accordance with the provisions of this Paragraph 3 if Indemnitee is
a party to or threatened to be made a party to or otherwise
involved in any Proceeding (other than a Proceeding by or in the
right of the Corporation to procure a judgment in its favor) by
reason of the fact that Indemnitee is or was a Director and/or
Officer of the Corporation or a subsidiary of the Corporation, or
is or was serving at the request of the Corporation as a director,
officer, member or manager, partner, trustee, employee or agent of
another corporation, domestic or foreign, non-profit or for-profit,
a limited liability company or a partnership, joint venture, trust
or other enterprise, against all Expenses, judgments, settlements,
fines and penalties, actually and reasonably incurred by Indemnitee
in connection with the defense or settlement of such Proceeding,
but only if Indemnitee acted in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best
interests of
the Corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe that his or her
conduct was unlawful. The termination of any such Proceeding by
judgment, order of court, settlement, conviction or upon a plea of
nolo contendere, or its equivalent, shall not, of itself, create a
presumption that Indemnitee did not act in good faith and in a
manner which he or she reasonably believed to be in or not opposed
to the best interests of the Corporation, and with respect to any
criminal proceeding, that such person had reasonable cause to
believe that his or her conduct was unlawful.
4. Indemnity for Expenses in
Proceedings by or in the Right of the Corporation. The Corporation
shall indemnify Indemnitee in accordance with the provisions of
this Paragraph 4 if Indemnitee is a party to or threatened to be
made a party to any Proceeding by or in the right of the
Corporation to procure a judgment in its favor by reason of the
fact that Indemnitee is or was a Director and/or Officer of the
Corporation or a subsidiary of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
member or manager, partner, trustee, employee or agent of another
corporation, domestic or foreign, non-profit or for-profit, a
limited liability company or a partnership, joint venture, trust or
other enterprise, against all Expenses actually and reasonably
incurred by Indemnitee in connection with the defense of such
Proceeding, but only if he or she acted in good faith and in a
manner which he or she reasonably believed to be in or not opposed
to the best interests of the Corporation, except that no
indemnification for Expenses shall be made under this Paragraph 4
in respect of any claim, issue or matter as to which Indemnitee
shall have been adjudged by a court order or judgment, by a court
of competent jurisdiction, to be liable to the Corporation, unless
and only to the extent that any court in which such Proceeding was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, Indemnitee is fairly and reasonably entitled to indemnity
for such expenses as such court shall deem proper.
5. Indemnity for Amounts Paid in
Settlement in Proceedings by or in the Right of the Corporation.
The Corporation shall indemnify Indemnitee in accordance with the
provisions of this Paragraph 5 if Indemnitee is a party to or
threatened to be made a party to any Proceeding by or in the right
of the Corporation to procure a judgment in its favor by reason of
the fact that Indemnitee is or was a Director and/or Officer of the
Corporation or a subsidiary of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
member or manager, partner, trustee, officer, employee, or agent of
another corporation, domestic or foreign, non-profit or for-profit,
a limited liability company or a partnership, joint venture, trust
or other enterprise, against all amounts actually and reasonably
paid in settlement by Indemnitee in connection with any such
Proceeding, but only if he or she acted in good faith and in a
manner which he or she reasonably believed to be in or not opposed
to the best interests of the Corporation.
6. Indemnity for Amounts Paid for in
Judgments in Proceedings by or in the Right of the Corporation. The
Corporation shall indemnify Indemnitee in accordance with the
provisions of this Paragraph 6 if Indemnitee is a party to or
threatened to be made a party to any Proceeding by or in the right
of the Corporation to procure a judgment in its favor by reason of
the fact that Indemnitee is or was a Director and/or Officer of the
Corporation or a subsidiary of the Corporation,
or is or was serving at the request of the
Corporation as a director, officer, member or manager, partner,
trustee, officer, employee, or agent of another corporation,
domestic or foreign, non-profit or for-profit, a limited liability
company or a partnership, joint venture, trust or other enterprise,
against all judgments, fines and penalties actually and reasonably
incurred by Indemnitee in connection with any such Proceeding, but
only if he or she acted in good faith and in a manner which he or
she reasonably believed to be in or not opposed to the best
interests of the Corporation.
7. Indemnification of Expenses of
Successful Party. Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee has been successful on the
merits or otherwise in defense of any Proceeding or in defense of
any claim, issue or matter therein, including dismissal without
prejudice, Indemnitee shall be indemnified against all Expenses
incurred in connection therewith.
8. Advances of Expenses. Any
Expenses incurred by or on behalf of Indemnitee pursuant to
Paragraphs 3 or 4 in any Proceeding shall be paid by the
Corpora
