EXHIBIT 10.9
REIMBURSEMENT AGREEMENT
This Agreement is made this April __, 1997, by and between Gulf Island
Fabrication, Inc., a Louisiana corporation (the "Corporation"), and
________________ ("Indemnitee").
WHEREAS, the Company proposes to enter into an Underwriting Agreement with
Xxxxxx Xxxxxx & Company, Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxxxx Rice
& Company L.L.C. (collectively, and as representative of the other underwriters
identified in such agreement, the "Underwriters") pursuant to which the
Corporation and the Underwriters would shares of common stock of the Corporation
to the public (the "Underwriting Agreement");
WHEREAS, the Underwriters require, as a condition to entering into the
Underwriting Agreement, that Indemnitee agree in the Underwriting Agreement to
indemnify the Underwriters against certain losses, claims, damages and
liabilities; and
WHEREAS, the Corporation will be benefited by the transactions contemplated
by the Underwriting Agreement and desires that Indemnitee assist it in meeting
the conditions required by the Underwriters;
NOW, THEREFORE, IN CONSIDERATION OF the foregoing and the agreements set
forth herein, the parties hereto agree as follows:
SECTION 1. Indemnification and Reimbursement by Corporation. The Corporation
will indemnify and hold harmless the Indemnitee against any losses, claims,
damages or liabilities to which Indemnitee may become subject as a result of his
obligations under Section 6 of the Underwriting Agreement ("Section 6"). The
Corporation shall reimburse Indemnitee for any and all amounts paid by
Indemnitee to any of the Underwriters pursuant to Section 6 promptly upon
receipt of notice from Indemnitee that Indemnitee has made any such payment. If
the Corporation fails to reimburse Indemnitee in full within ten days of any
such notice, the Corporation shall pay Indemnitee an amount equal to 10% of the
unpaid portion of such reimbursement from the date of such notice until such
reimbursement has been paid in full.
SECTION 2. Insurance. So long as Indemnitee may become subject to any possible
losses, claims, damages or liabilities as a results of his obligations under
Section 6, the Corporation will purchase and maintain for the benefit of
Indemnitee one or more valid and enforceable insurance policies providing
coverage of Indemnitee against such losses, claims, damages or liabilities,
which coverage shall have limits of no less than $10 million (including both
primary and excess coverage).
SECTION 3. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute the original.
SECTION 4. Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Louisiana.
SECTION 5. Successors and Assigns. This Agreement shall be binding upon
Indemnitee and upon the Corporation, its successors and assigns, and shall inure
to the benefit of Indemnitee's heirs, personal representatives, and assigns and
to the benefit of the Corporation, its successors and assigns.
SECTION 6. Amendment. No amendment, modification, termination or cancellation
of this Agreement shall be effective unless made in writing signed by the
Corporation and Indemnitee. Notwithstanding any amendment or modification to or
termination or cancellation of this Agreement or any portion hereof, Indemnitee
shall be entitled to indemnification in accordance with the provisions hereof
with respect to any acts or omissions of Indemnitee which occur prior to such
amendment, modification, termination or cancellation.
SECTION 7. Gender. All pronouns and variations thereof used in this Agreement
shall be deemed to refer to the masculine, feminine or neuter gender, singular
or plural, as the identity of the person, persons, entity or entities refer to
may require.
SECTION 8. Notices. Any notices, demands, consents, waivers, requests or other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been given if sent by telecopy or by registered or certified
mail, postage prepaid, and addressed to the parties at the following addresses
or such other addresses as may be furnished by like notice:
If to the Corporation:
Gulf Island Fabrication, Inc.
000 Xxxxxxxx Xxxx
Xxxxx, Xxxxxxxxx 00000
Attention: President
If to Indemnitee:
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and signed as of the date and year first above written.
GULF ISLAND FABRICATION, INC.
By:
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Name:
Office:
INDEMNITEE
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Name:
