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STANDARD FORM OF INDEMNIFICATION

Indemnification Agreement

STANDARD FORM OF INDEMNIFICATION | Document Parties: ATT Corp. You are currently viewing:
This Indemnification Agreement involves

ATT Corp.

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Title: STANDARD FORM OF INDEMNIFICATION
Governing Law: New York     Date: 3/15/2004
Industry: Communications Services     Sector: Services

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                                                          EXHIBIT (10)(iii)(A)14

 

                        STANDARD FORM OF INDEMNIFICATION

 

         In order to induce you to serve or continue to serve as a director or

officer of AT&T Corp. (the "Corporation") or one of its subsidiaries and in

consideration of your so serving, the Corporation hereby agrees to indemnify you

according to the terms and conditions set forth below:

 

         1. Indemnification.

 

            (a) The Corporation shall indemnify you to the fullest extent

permitted by applicable law against any and all expenses (including, without

limitation, investigation expenses and expert witnesses' and attorneys' fees and

expenses), judgments, fines and amounts paid in settlement actually and

reasonably incurred by you (net of any related insurance proceeds received by

you or paid on your behalf) in connection with any present or future threatened,

pending or completed claim, action, suit or proceeding, whether civil, criminal,

administrative or investigative, whether or not such claim, action, suit or

proceeding is by or in the right of the Corporation, based upon, arising from,

relating to, or by reason of the fact that you were, are, shall be or shall have

been a director or officer of the Corporation, or are or were serving, shall

serve or shall have served at the request of the Corporation as a director,

officer, partner, trustee, employee or agent of another corporation,

partnership, joint venture, trust, employee benefit plan or other enterprise;

provided that no indemnification may be made to or on your behalf if a judgment

or other final adjudication adverse to you establishes that your acts were

committed in bad faith or were the result of active and deliberate dishonesty

and were material to the cause of action so adjudicated, or that you personally

gained in fact a financial profit or other advantage to which you were not

legally entitled.

 

            (b) If you have been successful, on the merits or otherwise, in the

defense of a civil or criminal action or proceeding of the character described

in paragraph (a), or in the defense of any claim, issue or matter therein, you

shall be entitled to indemnification as authorized in such paragraph. Any other

indemnification under paragraph (a), unless awarded by a court, shall be made by

the Corporation only if authorized in a specific case:

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                                    (i) by the Board of Directors acting by a

                        quorum of directors who are not parties to such action

                        or proceeding upon a finding that you have met the

                        standard of conduct set forth in paragraph (a); or

 

                                    (ii) if such a quorum is not obtainable or,

                         even if obtainable, a quorum of disinterested directors

                        so directs, (x) by the Board of Directors upon the

                        opinion in writing of independent legal counsel

                        reasonably acceptable to you and the Corporation that

                        indemnification is proper in the circumstances because

                        the applicable standard of conduct set forth in

                        paragraph (a) has been met by you, or (y) by the

                        shareholders upon a finding that you have met the

                        applicable standard of conduct set forth in paragraph

                        (a); and

 

                                    (iii) in addition to or in substitution for

                        (i) or (ii) above, the Corporation and you shall have

                        met any other standard, obtained any other approvals,

                        and proceeded in any other manner as may be required by

                         law.

 

            (c) The termination of any such civil or criminal action or

proceedings by judgment, settlement, conviction or upon a plea of nolo

contendere, or its equivalent, shall not in itself create a presumption that

your acts were committed in bad faith or were the result of active and

deliberate dishonesty and were material to the cause of action or that you

personally gained in fact a financial profit or other advantage to which you

were not legally entitled.

 

            (d) If you are entitled to indemnification hereunder as to only a

portion of the amounts actually incurred by you in the investigation, defense,

appeal or settlement of any action, suit or proceeding but not for the total

amount thereof, the Corporation shall nevertheless indemnify you for the portion

thereof to which you are entitled.

 

            (e) For purposes of paragraph (a) of this Section 1, the Corporation

shall be deemed to have requested you to serve on an employee benefit plan where

your performance of your duties to the Corporation also imposes duties on, or

otherwise involve services by, you to the plan or participants or beneficiaries

of the plan; excise taxes assessed on you with respect to an employee benefit

plan pursuant to applicable law shall be considered fines; and action taken or

omitted by you with respect to an employee benefit plan and the performance of

your duties for a purpose reasonably believed by you to be in the interest of

the participants and beneficiaries of the plan shall be deemed to be for a

purpose which is not opposed to the best interests of the Corporation.

<PAGE>

         2. Method of Payment.

 

            (a) You shall, upon making a written request to the Corporation

accompanied by supporting documentation as described below, be entitled to

receive promptly from the Corporation, and the Corporation agrees to pay to you,

by check payable in next-day funds, the amount you are entitled to receive from

the Corporation pursuant to Section 1 (the "Indemnified Amounts"). In making any

such written request you shall submit to the Corporation a schedule setting

forth in reasonable detail the amount expended (or incurred and expected to be

expended) for each Indemnified Amount accompanied by a copy of the relevant

bill, agreement or other documentation.

 

            (b) Indemnified Amounts expended by you, or reasonably expected to

be expended by you within three months next succeeding a request by you as

described below, shall be paid by the Corporation in advance of the final

resolution of any suit, action or proceeding (an "Advanced Amount") upon your

written request, which shall include a schedule setting forth in reasonable

detail the amount expended, or reasonably expected to be expended within the

next three months, by you for any Indemnified Amount, accompanied by a copy of

the relevant bill, agreement or other documentation. You may make as many

requests for an Advanced Amount under this Section as you may deem reasonably

necessary to cover Indemnified Amounts, provided that each request shall be at

least for the sum of $1,000.

 

            (c) You hereby agree to repay all Advanced Amounts to the

Corporation by check payable in next-day funds promptly following the final

resolution of any action, suit or proceeding to which such Advance Amounts

relate if it is determined that you are not entitled to indemnification with

respect thereto pursuant to Section 1.

 

            (d) In the event that you are entitled to indemnification pursuant

to Section 1, you shall have the right to seek payment for that portion of

Indemnified Amounts which is in excess of Advanced Amounts received by you (the

"Unadvanced Indemnified Amounts") by following the procedures set forth in

paragraph (a) of this Section 2; provided that the schedule of Indemnified

Amounts shall in addition set forth each and every Advanced Amount received as

of the date of such listing in order to calculate the net Unadvanced Indemnified

Amounts. Alternatively, if you are entitled to indemnification pursuant to

Section 1 and the total of the Advanced Amounts


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