Exhibit 10.10
LABOR READY, INC.
INDEMNIFICATION
AGREEMENT
This Agreement is made as of the
day of
,
2006, by and between LABOR READY, INC., a Washington corporation
(the “ Company ”), and
(“ Indemnitee ”).
RECITALS
A.
The Company desires to attract and
retain qualified directors and officers, and to provide them with
protection against liability and expenses incurred while acting in
that capacity.
B.
The Company’s articles of
incorporation (the “ Articles of Incorporation
”) and its bylaws (the “ Bylaws ”) contain
provisions for indemnifying directors and officers of the Company,
and the Articles of Incorporation, Bylaws and Title 23B of the
Revised Code of Washington (the “ Washington Business
Corporation Act ”) contemplate that separate contracts
may be entered into between the Company and its directors and
officers with respect to their indemnification by the Company,
which contracts may provide greater protection than is afforded by
the Articles of Incorporation and Bylaws.
C.
The Company recognizes that
Indemnitee has reservations about serving or continuing to serve
the Company without adequate protection against personal liability
arising from such service, and that it is also of critical
importance to Indemnitee that adequate provision be made for
advancing costs and expenses of legal defense.
D.
The Board of Directors of the
Company has approved as being in the best interests of the Company
indemnity agreements substantially in the form of this Agreement
for directors and certain officers of the Company.
NOW, THEREFORE, in consideration of
the promises, conditions, representations and warranties set forth
herein, including the Indemnitee’s continued service to the
Company, the Company and Indemnitee hereby agree as
follows:
1.
Definitions
. The following terms, as used
herein, shall have the following respective meanings; other terms
not specifically defined herein have the meanings provided in the
Washington Business Corporation Act, as hereafter defined, or the
Bylaws:
“ Covered Amount
” means all losses, claims, damages, liabilities, expenses
(including attorneys’ fees), judgments, fines, ERISA excise
taxes or penalties, amounts paid in settlement (if such settlement
is approved in advance by the Company, which approval shall not be
unreasonably withheld) actually and reasonably incurred by
Indemnitee in connection with a Proceeding if Indemnitee acted in
good faith and in a manner Indemnitee reasonably believed to be in,
or at least not opposed to, the best interests of the Company, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe Indemnitee’s conduct was
unlawful.
“final judgment” or
“finally adjudged” shall mean that a court having jurisdiction has
issued a decision, order or judgment that disposes of the action
and such action is not subject to appeal.
“ Proceeding ”
means any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative, whether formal or informal, in which Indemnitee is,
was or becomes involved as a party or otherwise, by reason of the
fact that Indemnitee is or was a director, officer, employee or
agent of the Company or that, being or having been such a director,
officer, employee or agent, Indemnitee is or was serving at the
request of the Company as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to an employee
benefit plan, whether the basis of such proceeding is alleged
action (or inaction) by Indemnitee in an official capacity as a
director, officer, employee or agent or in any other capacity while
serving as a director, officer, employee or agent; provided,
however, that, except with respect to an action to enforce the
provisions of this Agreement, Proceeding shall not include any
action, suit, claim or proceeding instituted by or at the direction
of Indemnitee unless such action, suit, claim or proceeding is or
was authorized by the Company’s board of
directors.
2.
Indemnification
.
(a)
Scope . The Company agrees to hold harmless and
indemnify Indemnitee to the fullest extent permitted by law,
notwithstanding that such indemnification is not specifically
authorized by this Agreement, the Articles of Incorporation, the
Bylaws, the Washington Business Corporation Act or otherwise.
In the event of any change, after the date of this Agreement, in
any applicable law, statute or rule regarding the right of a
Washington corporation to indemnify a member of its board of
directors or an officer, such changes, to the extent that they
would expand Indemnitee’s rights hereunder, shall be within
the purview of Indemnitee’s rights and the Company’s
obligations hereunder, and, to the extent that they would narrow
Indemnitee’s rights hereunder, shall be excluded from this
Agreement; provided, however, that any change that is 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 hereunder.
(b)
Additional
Indemnification .
If Indemnitee was or is made a party, or is threatened to be made a
party, to or is otherwise involved (including, without limitation,
as a witness) in any Proceeding, the Company shall hold harmless
and indemnify Indemnitee from and against any and all Covered
Amounts.
(c)
Determination of
Entitlement . In
the event that a determination of Indemnitee’s entitlement to
indemnification is required pursuant to Section 23B.08.550 of the
Washington Business Corporation Act or any successor thereto or
pursuant to other applicable law, the appropriate decision-maker
shall make such determination; provided, however, that Indemnitee
shall initially be presumed in all cases to be entitled to
indemnification, unless the Company shall deliver to Indemnitee
written notice of a determination that Indemnitee is not entitled
to indemnification within sixty (60) calendar days of the final
disposition of the Proceeding under which such Indemnitee is
seeking indemnification, such determination shall conclusively be
deemed to have been made in favor of the Company’s provision
of indemnification and the Company hereby agrees not to assert
otherwise.
2
(d)
Survival . The indemnification provided under this
Agreement shall apply to any and all Proceedings, notwithstanding
that Indemnitee has ceased to be a director, officer, employee or
agent of the Company.
3.
Notification and Defense of
Claim .
(a)
Notification
. Promptly after receipt by
Indemnitee of notice of the commencement of any Proceeding,
Indemnitee will, if a claim in respect thereof is to be made
against the Company under this Agreement, notify the Company in
writing of the commencement thereof; but the omission to notify the
Company will not relieve the Company from any liability which it
may have to Indemnitee under this Agreement unless and only to the
extent that such omission can be shown to have prejudiced the
Company’s ability to defend the Proceeding.
(b)
Defense of Claim
. With respect to any such
Proceeding as to which Indemnitee notifies the Company of the
commencement thereof:
(i)
The Company may participate therein
at its own expense;
(ii)
The Company, jointly with any other
indemnifying party similarly notified, may assume the defense
thereof, with counsel satisfactory to Indemnitee
(Indemnitee’s consent to such counsel may not be unreasonably
withheld). After notice from the Company to Indemnitee of its
election to assume the defense thereof, the Company shall not be
liable to Indemnitee under this Agreement for any legal or other
expenses subsequently incurred by Indemnitee in connection with the
defense thereof unless (A) the employment of counsel by Indemnitee
has been authorized by the Company, (B) Indemnitee shall have
reasonably concluded that there may be a conflict of interest
between the Company and Indemnitee in the conduct of the defense of
such action, or (C) the Company shall not in fact have employed
counsel to assume the defense of such action, in each of which
cases the fees and expenses of counsel shall be at the expense of
the Company. The Company shall not be entitled to assum
