Common use of Indemnification of Executive Clause in Contracts

Indemnification of Executive. While employed by the Company and for so long thereafter as liability exists with regard to the Executive’s activities while employed by the Company, the Company shall indemnify and advance expenses to, and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, Executive to the extent Executive is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he, or a person for whom he is the legal representative, is or was an officer of the Company or, while an officer of the Company, 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, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such indemnitee. Notwithstanding the preceding sentence, the Company shall be required to indemnify, or advance expenses to, Executive in connection with a proceeding (or part thereof) commenced by Executive only if the commencement of such proceeding (or part thereof) by Executive was authorized by the Board; provided, that the Company shall be required to advance expenses to Executive in connection with a proceeding (or part thereof) commenced by Executive to enforce indemnification rights. The rights to indemnification and to the advance of expenses conferred in this Section 9 shall not be exclusive of any other right that Executive may have or hereafter acquire under FDO Holdings, Inc.’s (“Holdings”) Certificate of Incorporation or Bylaws, the Shareholders Agreement, dated November 24, 2010, among Holdings and the investors party thereto, as amended from time to time, any statute, agreement, vote of stockholders or disinterested directors or otherwise.

Indemnification of Executive. While employed by (a) Executive shall not be responsible for any of the actions of the Company prior to signing this Agreement (except such actions resulting from the gross negligence or willful misconduct of Executive), and the Company agrees to indemnify Executive for so long thereafter as any liability exists with regard to from such prior actions of the Company (except such actions resulting from the gross negligence or willful misconduct of Executive’s activities while employed by ). (b) To the Companyfullest extent permitted under law, the Company shall indemnify and advance expenses to, and hold harmless, to Executive in the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, Executive to the extent event Executive is made a party, or is threatened to be made a party party, to any threatened, pending or is otherwise involved in any contemplated action, suit suit, or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), other than an action by or in the right of the Company) by reason of the fact that he, or a person for whom he Executive is the legal representative, is or was an officer of the Company or, while an officer or Board member of the Company, or is or was serving at the request of the Company as a directorboard member, officer, employee or agent officer (or in any capacity equivalent to any of the foregoing) of another corporation or of a partnershipcorporation, company, joint venture, trust, enterprise trust or nonprofit entity, including service with respect to employee benefit plansother enterprise, against all liability and loss suffered and expenses (including reasonable attorneys’ fees) ), judgments, fines and amounts paid in settlement actually and reasonably incurred by such indemnitee. Notwithstanding the preceding sentence, the Company shall be required to indemnify, or advance expenses to, Executive in connection with such action, suit or proceeding if Executive acted in good faith and in a proceeding (manner Executive reasonably believed to be in or part thereof) commenced by Executive only if not opposed to the commencement best interests of such proceeding (the Company, and, with respect to any criminal action or part thereof) by Executive proceeding, had no reasonable cause to believe Executive’s conduct was authorized by the Board; provided, that the Company shall be required to advance expenses to Executive in connection with a proceeding (or part thereof) commenced by Executive to enforce indemnification rightsunlawful. The rights termination of any action, suit or proceeding by judgment, order, settlement, conviction or pleas of nolo contendere or its equivalent, shall not of itself create a presumption that Executive did not act in good faith or did not act in a manner which Executive reasonably believed to indemnification be in and not opposed to the advance best interests of expenses conferred the Company, and with respect to any criminal action or proceeding, had reasonable cause to believe that Executive’s conduct was unlawful. (c) The indemnification described in this Section 9 9.03 shall be in addition to, and is not intended to be exclusive of any other right that Executive may have or hereafter acquire under FDO Holdings, Inc.’s (“Holdings”) Certificate of Incorporation or Bylaws, the Shareholders Agreement, dated November 24, 2010, among Holdings and the investors party thereto, as amended from time to timea substitute for, any statute, agreement, vote of stockholders indemnification provided for by law or disinterested directors or otherwiseunder the Company’s by-laws.

Indemnification of Executive. While employed by the Company and for so long thereafter as liability exists with regard to the Executive’s activities while employed by the Company, the Company shall indemnify and advance expenses to, and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, Executive to the extent Executive is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he, or a person for whom he is the legal representative, is or was an officer of the Company or, while an officer of the Company, 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, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such indemnitee. Notwithstanding the preceding sentence, the Company shall be required to indemnify, or advance expenses to, Executive in connection with a proceeding (or part thereof) commenced by Executive only if the commencement of such proceeding (or part thereof) by Executive was authorized by the Board; provided, that the Company shall be required to advance expenses to Executive in connection with a proceeding (or part thereof) commenced by Executive to enforce indemnification rights. The rights to indemnification and to the advance of expenses conferred in this Section 9 8 shall not be exclusive of any other right that Executive may have or hereafter acquire under FDO Holdings, Inc.’s (“Holdings”) ’ Certificate of Incorporation or Bylaws, the Shareholders Agreement, dated November 24, 2010, among Holdings and the investors party thereto, as amended from time to time, any statute, agreement, vote of stockholders or disinterested directors or otherwise.

Indemnification of Executive. While employed by the (a) The Company and for so long thereafter as liability exists with regard to the Executive’s activities while employed by the Company, the Company shall indemnify and advance expenses to, and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, Executive to the extent agrees that (i) if Executive is made a party, or is threatened to be made a party party, to any threatened or is otherwise involved in any actual action, suit or proceeding, whether civil, criminal, administrative administrative, investigative, appellate or investigative other (each, a “proceedingProceeding”), ) by reason of the fact that he, or a person for whom he is the legal representative, is or was an officer a director, officer, employee, agent, manager, consultant or representative of the Company or, while an officer of the Company, or is or was serving at the request of the Company as a director, officer, employee member, employee, agent, manager, consultant or agent representative of another corporation entity or (ii) if any claim, demand, request, investigation, dispute, controversy, threat, discovery request or request for testimony or information (each, a “Claim”) is made, or threatened to be made, that arises out of a partnershipor relates to Executive’s service in any of the foregoing capacities, joint venturethen Executive shall promptly be indemnified and held harmless by the Company to the fullest extent legally permitted or authorized by the Company’s organization documents or resolutions of Parent in its capacity as the sole member of the Company or, trustif greater, enterprise or nonprofit entity, including service with respect to employee benefit plansby the laws of the State of New York, against any and all liability costs, expenses, liabilities and loss losses (including, without limitation, attorney’s fees, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered and expenses (including attorneys’ fees) reasonably incurred by such indemnitee. Notwithstanding the preceding sentence, the Company shall be required to indemnify, or advance expenses to, Executive in connection with therewith, and such indemnification shall continue as to Executive even if he has ceased to be a proceeding (director, member, employee, agent, manager, consultant or part thereof) commenced by Executive only if the commencement representative of such proceeding (or part thereof) by Executive was authorized by the Board; provided, that the Company or other entity and shall be required inure to the benefit of Executive’s heirs, executors and administrators. The Company shall advance expenses to Executive all costs and expenses incurred by him in connection with a proceeding any such Proceeding or Claim within fifteen (or part thereof15) commenced days after receiving written notice requesting such an advance. Such notice shall include, to the extent required by applicable law, an undertaking by Executive to enforce indemnification rights. The rights repay the amount advanced if he is ultimately determined by a court of competent jurisdiction not to be entitled to indemnification against such costs and expenses. (b) Neither the failure of the Company (including independent legal counsel or Parent as its sole member) to the advance of expenses conferred have made a determination in this connection with any request for indemnification or advancement under Section 9 shall not be exclusive of any other right 11(a) that Executive may have has satisfied any applicable standard of conduct, nor a determination by the Company (including independent legal counsel or hereafter acquire under FDO HoldingsParent as its sole member) that Executive has not met any applicable standard of conduct, Inc.’s (“Holdings”) Certificate shall create a presumption that Executive has or has not met an applicable standard of Incorporation or Bylaws, the Shareholders Agreement, dated November 24, 2010, among Holdings and the investors party thereto, as amended from time to time, any statute, agreement, vote of stockholders or disinterested directors or otherwiseconduct.

Indemnification of Executive. While employed by the Company and for so long thereafter as liability exists with regard to the Executive’s activities while employed by the Company, the Company shall indemnify and advance expenses to, and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, Executive to the extent Executive is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that heshe, or a person for whom he she is the legal representative, is or was an officer of the Company or, while an officer of the Company, 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, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such indemnitee. Notwithstanding the preceding sentence, the Company shall be required to indemnify, or advance expenses to, Executive in connection with a proceeding (or part thereof) commenced by Executive only if the commencement of such proceeding (or part thereof) by Executive was authorized by the Board; provided, that the Company shall be required to advance expenses to Executive in connection with a proceeding (or part thereof) commenced by Executive to enforce indemnification rights. The rights to indemnification and to the advance of expenses conferred in this Section 9 shall not be exclusive of any other right that Executive may have or hereafter acquire under FDO Holdings, Inc.’s (“Holdings”) Certificate of Incorporation or Bylaws, the Shareholders Agreement, dated November 24, 2010, among Holdings and the investors party thereto, as amended from time to time, any statute, agreement, vote of stockholders or disinterested directors or otherwise.

Indemnification of Executive. While employed by the Company and for so long thereafter as liability exists with regard to the Executive’s activities while employed by the Company, the Company shall indemnify and advance expenses to, and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, Executive to the extent Executive is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he, or a person for whom he is the legal representative, is or was an officer of the Company or, while an officer of the Company, 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, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such indemnitee. Notwithstanding the preceding sentence, the Company shall be required to indemnify, or advance expenses to, Executive in connection with a proceeding (or part thereof) commenced by Executive only if the commencement of such proceeding (or part thereof) by Executive was authorized by the Board; provided, that the Company shall be required to advance expenses to Executive in connection with a proceeding (or part thereof) commenced by Executive to enforce indemnification rights. The rights to indemnification and to the advance of expenses conferred in this Section 9 shall not be exclusive of any other right that Executive may have or hereafter acquire under FDO Holdings, Holdings Inc.’s (“Holdings”) Certificate of Incorporation or Bylaws, the Shareholders Agreement, dated November 24, 2010, among Holdings and the investors party thereto, as amended from time to time, any statute, agreement, vote of stockholders or disinterested directors or otherwise.

Indemnification of Executive. While employed by To the Company and for so long thereafter as liability exists with regard to the Executive’s activities while employed by the Companyextent permitted under applicable law, the Company shall indemnify and advance expenses to, and hold harmless, to agrees that if the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, Executive to the extent Executive is made a party, or is threatened to be made a party party, to any threatened, pending or is otherwise involved in any completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”"Proceeding"), by reason of the fact that he, or a person for whom he is the legal representative, she is or was an a director, officer or employee of the Company or, while an officer of the Company, or is or was serving at the request of the Company as a director, officer, member, employee or agent of another corporation or of a Company, partnership, joint venture, trust, enterprise trust or nonprofit entityother enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is the Executive's alleged action in an official capacity while serving as a director, officer, member, employee or agent, the Executive shall be indemnified and held harmless by the Company to the fullest extent permitted or authorized by the Company's certificate of incorporation or bylaws or, if greater, by the laws of the State of Maryland, against all liability costs, expenses, liabilities and loss suffered losses (including, without limitation, attorney's fees, judgments, fines, ERISA excise taxes or penalties and expenses (including attorneys’ feesamounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith (including, without limitation, investigating, preparing for and defending any such indemniteeProceeding), and such indemnification shall continue as to the Executive even if she has ceased to be a director, officer, member, employee or agent of the Company or other entity and shall inure to the benefit of the Executive's heirs, executors and administrators. Notwithstanding To the preceding sentenceextent permitted by law, the Company shall be required advance to indemnify, or advance the Executive all reasonable costs and expenses to, Executive incurred by her in connection with a proceeding (or part thereof) commenced Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by the Executive only if to repay the commencement amount of such proceeding (advance if it shall ultimately be determined that she is not entitled to be indemnified against such costs and expenses. Without in any way limiting the foregoing or part the scope or generality thereof) , to the extent permitted by law, the Company agrees to indemnify and hold harmless the Executive was to the fullest extent permitted or authorized by the Board; providedCompany's certificate of incorporation or bylaws or, if greater, by the laws of the State of Maryland, against all costs, expenses, liabilities and losses reasonably incurred or suffered by the Executive by reason of, arising from or relating to any written statement of the Executive that (1) is required to be, and is, filed with the Securities and Exchange Commission regarding the accuracy of reports or statements filed by the Company with such Commission pursuant to Federal securities laws or (2) is made to another officer or executive of the Company to support such a required filed statement of such other officer or executive, PROVIDED that, in making (and, if applicable, filing) such written statement, the Executive acted in good faith and in a manner the Executive reasonably believed to be in and not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that the Company shall be required to advance expenses to Executive in connection with a proceeding (or part thereof) commenced by Executive to enforce indemnification rightsExecutive's conduct was unlawful. The rights to indemnification and to the advance of expenses conferred provided for in this Section 9 shall not be exclusive of extend to any other right that claims or disputes arising between the Executive may have or hereafter acquire under FDO Holdings, Inc.’s (“Holdings”) Certificate of Incorporation or Bylaws, the Shareholders Agreement, dated November 24, 2010, among Holdings and the investors party theretoCompany under, as amended from time pursuant to, or with respect to, this Agreement or the agreements referred to time, any statute, agreement, vote of stockholders or disinterested directors or otherwisein Section 4.