Exhibit 10.1
P ERSONAL I DENTITY T HEFT P ROTECTION
R EIMBURSEMENT A GREEMENT
This PERSONAL IDENTITY THEFT
REIMBURSEMENT AGREEMENT (the “Agreement”) is made and
entered into as of this
day of
,
by and between [NAME] (“Executive”) and
, a
(the “Company”).
RECITALS
WHEREAS, Executive is [TITLE] of the
Company; and
WHEREAS, in such capacity Executive
has been requested by the Company to provide, and has provided or
agreed to provide, detailed personal information to state and
municipal agencies, commissions and boards in connection with
business activities of the Company, such as obtaining liquor and
gaming licenses, applications to conduct insurance business, etc.;
and
WHEREAS, such information
disclosures by Executive create the potential for unauthorized
disclosure to or use by third parties (collectively,
“Unauthorized Disclosure”) of personal identity,
financial or other sensitive information belonging to Executive and
resulting harm or loss to Executive;
NOW THEREFORE, in consideration of
the foregoing and the mutual promises, agreements, covenants,
warranties, representations and provisions contained herein, the
parties agree as follows:
1. Term . The term of this
agreement shall commence on the last date of signature hereof (the
“Effective Date”) and end upon the later of the death
of Executive and the death of Executive’s spouse.
2. Reimbursement .
a. The Company shall promptly
reimburse Executive for any actual (e.g., not speculative or
reputational) costs, expenses or losses (“Reimbursable
Expenses”) which he/she documents to the Company’s
reasonable satisfaction that he/she or any member of his/her
immediate family whose personal information is included in the
information provided by Executive to any governmental entity has
incurred as a result of any Unauthorized Disclosure.
b. The documentation submitted by
Executive as a basis for reimbursement hereunder shall include, but
not be limited to, a statement of the amount of the Reimburseable
Expense(s) for which Executive is requesting reimbursement and the
circumstances giving rise to such Reimbursable Expense(s) and such
other supporting documentation as the Company may reasonably
request.
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3. Credit Monitoring and Repair . The
Company shall pay for the cost of identity theft protection
services through a company selected by Executive, such as LifeLock,
Identity Guard or Trusted ID, for the benefit of Executive and
Executive’s spouse for the duration of their lifetimes, up to
a total of $200 per person per year (as reasonably adjusted from
year to year upon mutual agreement of the parties to allow for
industry-wide increases in the cost of such services). The Company
makes no representation or warranty concerning the effectiveness or
security of any identity theft protection service.
4. Rights of Indemnification.
Executive’s rights to reimbursement under this agreement are
in addition to, and not in derogation of, any and all rights of
indemnification Executive may have under the bylaws of Longs Drug
Stores Corporation, a Maryland corporation (“Longs
Maryland”), the bylaws of the Company, any agreement of
indemnification between Executive and Longs Maryland., any
agreement of indemnification between Executive and Longs Drug
Stores California, Inc., (including as such agreements may be
amended from time to time), and any provision of applicable law.
Notwithstanding the foregoing, Executive shall not be entitled to
duplicate reimbursement of Reimbursable Expenses.
5. Miscellaneous .
a. Headings . The headings
contained in this Agreement are for reference purposes only and
shall not affect in any way the construction or interpretation of
this Agreement.
b. Partial Invalidity . If
any provision of this Agreement, or the application thereof to any
person, place or circumstance, shall be held by a court of
competent jurisdiction to be illegal, invalid
