DIRECTOR INDEMNIFICATION AGREEMENT
THIS
AGREEMENT (this “Agreement”) is made
as of [__________], 2009, by and between Wabash National Corporation, a Delaware
corporation (the “Company”, which term
shall include, where appropriate, any Entity (as hereinafter defined) controlled
directly or indirectly by the Company), and [______________] (“Indemnitee”).
WHEREAS,
it is essential to the Company that it be able to retain and attract as
directors the most capable persons available;
WHEREAS,
increased corporate litigation has subjected directors to litigation risks and
expenses, and the limitations on the availability of directors and officers
liability insurance have made it increasingly difficult for companies to attract
and retain such persons;
WHEREAS,
the Company desires to provide Indemnitee with specific contractual assurance of
Indemnitee’s rights to full indemnification against litigation risks and
expenses (regardless, among other things, of any amendment to the Company’s
certificate of incorporation or revocation of any provision of the Company’s
by-laws or any change in the ownership of the Company or the composition of its
Board of Directors); and
WHEREAS,
Indemnitee is relying upon the rights afforded under this Agreement in accepting
Indemnitee’s position as a director of the Company.
NOW,
THEREFORE, in consideration of the promises and the covenants contained herein,
the Company and Indemnitee do hereby covenant and agree as follows:
1. Definitions.
(a) “Corporate Status”
describes the status of a person who is serving or has served (i) as a director
of the Company, including as a member of any committee thereof, (ii) in any
capacity with respect to any employee benefit plan of the Company, or (iii) as a
director, partner, trustee, officer, employee, or agent of any other Entity at
the request of the Company. For purposes of subsection (iii) of
this Section 1(a), an officer or director of the Company who is serving or
has served as a director, partner, trustee, officer, employee or agent of a
Subsidiary (as defined below) shall be deemed to be serving at the request of
the Company.
(b) “Determination” has
the meaning ascribed to it in Section
5(b).
(c) “Entity” shall mean
any corporation, partnership, limited liability company, joint venture, trust,
foundation, association, organization or other legal entity.
(d) “Expenses” shall mean
all reasonable fees, costs and expenses actually incurred in connection with any
Proceeding (as defined below), including, without limitation, reasonable
attorneys’ fees, disbursements and retainers (including, without limitation, any
such fees, disbursements and retainers incurred by Indemnitee pursuant to
Section 8 (unless required to be returned as provided by Section 8) and
Section 10(c) of this Agreement), fees and disbursements of expert witnesses,
private investigators and professional advisors (including, without limitation,
accountants and investment bankers), court costs, transcript costs, fees of
experts, travel expenses, duplicating, printing and binding costs, telephone and
fax transmission charges, postage, delivery services, secretarial services and
other disbursements and expenses of the types customarily incurred in any
Proceeding.
(e) “Indemnifiable
Amounts” shall have the meaning ascribed to it in Section 3(a)
below.
(f) “Indemnifiable
Expenses” shall have the meaning ascribed to it in Section 3(a)
below.
(g) “Indemnifiable
Liabilities” shall have the meaning ascribed to it in Section 3(a)
below.
(h) “Independent Counsel”
means a law firm of national standing that is experienced in matters of
corporation law and neither presently is, nor in the past five years has been,
retained to represent: (i) the Company or Indemnitee in any matter
material to either such party (other than with respect to matters concerning
Indemnitee under this Agreement, or of other indemnitees under similar
indemnification agreements), or (ii) any other party to the Proceeding giving
rise to a claim for indemnification hereunder. Notwithstanding the
foregoing, the term “Independent Counsel” shall not include any person who,
under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or Indemnitee in
an action to determine Indemnitee’s rights under this Agreement.
(i) “Liabilities” shall
mean judgments, damages, liabilities, losses, penalties, excise taxes, fines and
amounts reasonably paid in settlement; provided, that any amount paid in
settlement with the consent of the Company shall be deemed
reasonable.
(j) “Negative
Determination” has the meaning ascribed to it in Section
5(b).
(k) “Proceeding” shall
mean any threatened, pending or completed claim, action, suit, arbitration,
alternate dispute resolution process, investigation, administrative hearing,
appeal, or any other proceeding, whether civil, criminal, administrative,
arbitrative or investigative, whether formal or informal, including a proceeding
initiated by Indemnitee pursuant to Section 10 of this Agreement to enforce
Indemnitee’s rights hereunder.
(l) “Subsidiary” shall
mean any corporation, partnership, limited liability company, joint venture,
trust or other Entity of which the Company owns (either directly or through or
together with another Subsidiary of the Company) either (i) a general partner,
managing member or other similar interest or (ii)(A) 50% or more of the voting
power of the voting capital equity interests of such corporation, partnership,
limited liability company, joint venture or other Entity, or (B) 50% or more of
the outstanding voting capital stock or other voting equity interests of such
corporation, partnership, limited liability company, joint venture or other
Entity.
2
2. Services of
Indemnitee. In consideration of the Company’s covenants and
commitments hereunder, Indemnitee agrees to serve or continue to serve as a
director of the Company. However, this Agreement shall not impose any
obligation on Indemnitee or the Company to continue Indemnitee’s service to the
Company beyond any period otherwise required by law or by other agreements or
commitments of the parties, if any.
3. Agreement to
Indemnify. The Company agrees to indemnify Indemnitee as
follows:
(a) Subject
to the exceptions contained in Section 4(a) below, if Indemnitee was or is
a party or is threatened to be made a party to any Proceeding (other than an
action by or in the right of the Company) by reason of Indemnitee’s Corporate
Status, Indemnitee shall be indemnified by the Company against all Expenses and
Liabilities incurred or paid by Indemnitee in connection with such Proceeding
(referred to herein as “Indemnifiable
Expenses” and “Indemnifiable
Liabilities,” respectively, and collectively as “Indemnifiable
Amounts”).
(b) Subject
to the exceptions contained in Section 4(b) below, if Indemnitee was or is
a party or is threatened to be made a party to any Proceeding by or in the right
of the Company to procure a judgment in its favor by reason of Indemnitee’s
Corporate Status, Indemnitee shall be indemnified by the Company against all
Indemnifiable Expenses.
4. Exceptions to
Indemnification. Indemnitee shall be entitled to
indemnification under Sections 3(a) and 3(b) above in all circumstances
other than the following:
(a) If
indemnification is requested under Section 3(a) and it has been adjudicated
finally by a court of competent jurisdiction that, in connection with the
subject of the Proceeding out of which the claim for indemnification has arisen,
Indemnitee failed to act (i) in good faith and (ii) in a
manner Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company, Indemnitee shall not be entitled to payment of any
Indemnifiable Amounts.
(b) If
indemnification is requested under Section 3(b) and
(i) it
has been adjudicated finally by a court of competent jurisdiction that, in
connection with the subject of the Proceeding out of which the claim for
indemnification has arisen, Indemnitee failed to act (A) in good faith and (B) in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company, Indemnitee shall not be entitled to payment of Indemnifiable
Expenses hereunder; or
(ii) it
has been adjudicated finally by a court of competent jurisdiction that
Indemnitee is liable to the Company with respect to any claim, issue or matter
involved in the Proceeding out of which the claim for indemnification has
arisen, including, without limitation, a claim that Indemnitee received an
improper personal benefit, no Indemnifiable Expenses shall be paid with respect
to such claim, issue or matter unless the court of law or another court in which
such Proceeding was brought shall determine upon application that, despite the
adjudication of liability, but in view of all the circumstances of the case,
Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable
Expenses which such court shall deem proper.
3
5. Procedure for Payment of
Indemnifiable Amounts.
(a) Indemnitee
shall submit to the Company a written request, including therein or therewith
such documentation and information as is reasonably available to Indemnitee with
respect to a claim for payment of an Indemnifiable Amount. The
Secretary of the Company shall, promptly upon receipt of such a request for
indemnification, advise the Board of Directors in writing that Indemnitee has
requested indemnification. Notwithstanding the foregoing, any failure
of Indemnitee to provide such a request to the Company, or to provide such a
request in a timely fashion, shall not relieve the Company of any liability that
it may have to Indemnitee unless, and to the extent that, such failure actually
and materially prejudices the interests of the Company.
(b) Upon
written request by Indemnitee for indemnification pursuant to the first sentence
of Section 5(a)
hereof, the Company shall pay such Indemnifiable Amount within 30 days of
receipt of such request unless a Negative Determination (as defined below) has
been made in good faith by the Company. As used herein a “Determination” means
a good faith determination made by the Company whether or not a request for
indemnification pursuant to the first sentence of Section 5(a) hereof
is being made by reason of Indemnitee’s Corporate Status, and a “Negative
Determination” means any such Determination that such request is not
being made by reason of Indemnitee’s Corporate Status. A
Determination shall be promptly made (but in any event within 30 days of the
written request) in the specific case by one of the following three methods,
which shall be at the election of the Board of Directors: (1) by a
majority vote of the disinterested Directors, even though less than a quorum,
(2) by a committee of disinterested Directors designated by a majority vote of
the Disinterested directors, even though less than a quorum, or (3) if there are
no disinterested Directors or if the disinterested Directors so direct, by
Independent Counsel in a written opinion to the Board of Directors, a copy of
which shall be delivered to the Indemnitee. For purposes hereof,
disinterested Directors are those members of the Board of Directors of the
Company who are not parties to the action, suit or proceeding in respect of
which indemnification is sought by Indemnitee.
4
(c) If
a Determination is to be made by Independent Counsel pursuant to Section 5(b) hereof,
the Independent Counsel shall be selected as provided in this Section
5(c). The Independent Counsel shall be selected by the Board
of Directors. Indemnitee may, within 10 days after such written
notice of selection shall have been given, deliver to the Company a written
objection to such selection; provided, however, that such objection may be
asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of “Independent Counsel” as defined in Section 1(h) of this
Agreement, and the objection shall set forth with reasonable particularity the
factual basis of such assertion. Absent a proper and timely
objection, the person so selected shall act as Independent
Counsel. If such written objection is made, the Independent Counsel
selected may not serve as Independent Counsel unless and until such objection is
withdrawn or a court has determined that such objection is without
merit. If, within 20 days after submission by Indemnitee of a written
request for indemnification pursuant to Section 5(a) hereof,
no Independent Counsel shall have been selected and not objected to, either the
Company or Indemnitee may petition the Court of Chancery of the State of
Delaware or other court of competent jurisdiction for resolution of any
objection which shall have been made by the Indemnitee to the Company’s
selection of Independent Counsel and/or for the appointment as Independent
Counsel of a person selected by the court or by such other person as the court
shall designate, and the person with respect to whom all objections are so
resolved or the person so appointed shall act as Independent Counsel under Section 5(b)
hereof. The Company shall pay any and all reasonable fees and
expenses of Independent Counsel incurred by such Independent Counsel in
connection with acting pursuant to Section 5(b) hereof,
and the Company shall pay all reasonable fees and expenses (including those of
Indemnitee) incident to the procedures of this Section 5(c),
regardless of the manner in which such Independent Counsel was selected or
appointed.
(d) In
making a Determination the person or persons or entity making such Determination
shall presume that Indemnitee is entitled to indemnification under this
Agreement. Anyone seeking to overcome this presumption shall have the
burden of proof and the burden of persuasion by clear and convincing
evidence. Neither the failure of the Company (including by its
Directors or Independent Counsel) to have made a Determination prior to the
commencement of any action pursuant to this Agreement nor an actual Negative
Determination shall be a defense to the action or create a presumption that
Indemnitee has not met the requirements set forth herein.
(e) If
the person, persons or entity empowered or selected under Section 5(b) shall
not have made a Determination within thirty (30) days after receipt by the
Company of the written request referred to in Section 5(a), it
shall be deemed that a Determination has been made that Indemnitee is entitled
to indemnification hereunder and the Company shall immediately pay the relevant
Indemnification Amount.
(f) Indemnitee
shall cooperate with the person, persons or entity making a Determination,
including providing to such person, persons or entity upon reasonable advance
request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such Determination. Any Independent Counsel
or member of the Board of Directors shall act reasonably and in good faith in
making a Determination. Any costs or expenses (including attorneys’
fees and disbursements) incurred by Indemnitee in so cooperating with the
person, persons or entity making such Determination shall be borne by the
Company (irrespective of the outcome of such Determination) and the Company
hereby indemnifies and agrees to hold Indemnitee harmless
therefrom.
5
6. Indemnification for Expenses
of a Party Who is Wholly or Partly Successful. Notwithstanding
any other provision of this Agreement, and without limiting any such provision,
to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a
party to and is successful, on the merits or otherwise, in any Proceeding,
Indemnitee shall be indemnified against all Expenses incurred by Indemnitee or
on Indemnitee’s behalf in connection therewith. If Indemnitee is not
wholly successful in such Proceeding but is successful, on the merits or
otherwise, as to one or more but less than all claims, issues or matters in such
Proceeding, the Company shall indemnify Indemnitee against all Expenses incurred
by Indemnitee or on Indemnitee’s behalf in connection with each successfully
resolved claim, issue or matter. For purposes of this Agreement, the
termination of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to such
claim, issue or matter.
7. Effect of Certain
Resolutions. The Company acknowledges that a settlement
or other disposition short of final judgment may be successful if it permits a
party to avoid expense, delay, distraction, disruption and
uncertainty. In the event that any action, claim or proceeding to
which Indemnitee is a party is resolved in any manner other than by adverse
judgment against Indemnitee (including, without limitation, settlement of such
action, claim or proceeding with or without payment of money or other
consideration) it shall be presumed that Indemnitee has been successful on the
merits or otherwise in such action, suit or proceeding. Anyone
seeking to overcome this presumption shall have the burden of proof and the
burden of persuasion by clear and convincing evidence. The
termination of any Proceeding or of any claim, issue or matter therein, by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not (except as otherwise expressly provided in this
Agreement) of itself adversely affect the right of Indemnitee to indemnification
or create a presumption that Indemnitee did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Company or, with respect to any criminal Proceeding, that
Indemnitee had reasonable cause to believe that his conduct was
unlawful.
8. Agreement to Advance
Expenses; Conditions. The Company shall pay to Indemnitee all
Indemnifiable Expenses incurred by Indemnitee in connection with any Proceeding,
including a Proceeding by or in the right of the Company, in advance of the
final disposition of such Proceeding, as the same are incurred. To
the extent required by Delaware corporate law, Indemnitee hereby undertakes to
repay the amount of Indemnifiable Expenses paid to Indemnitee if it is finally
determined by a court of competent jurisdiction that Indemnitee is not entitled
under this Agreement to indemnification with respect to such
Expenses. This undertaking is an unlimited and unsecured general
obligation of Indemnitee and no interest shall be charged thereon.
9. Procedure for Advance
Payment of Expenses. Indemnitee shall submit to the Company a
written request specifying the Indemnifiable Expenses for which Indemnitee seeks
an advancement under Section 8 of this Agreement, together with
documentation evidencing that Indemnitee has incurred such Indemnifiable
Expenses and accompanied by a written affirmation by the Indemnitee of the
Indemnitee's good faith belief that the standard of conduct necessary for
indemnification by the Company as authorized by this Agreement has been
met. Payment of Indemnifiable Expenses under Section 8 shall be
made no later than ten (10) calendar days after the Company’s receipt of such
request.
6
10. Remedies of
Indemnitee.
(a) Right to Petition
Court. In the event that Indemnitee makes a request for
payment of Indemnifiable Amounts under Sections 3 and 5 above or a request
for an advancement of Indemnifiable Expenses under Sections 8 and 9 above
and the Company fails to make such payment or advancement in a timely manner
pursuant to the terms of this Agreement, Indemnitee may petition a court of law
to enforce the Company’s obligations under this Agreement, including to
challenge a Negative Determination.
(b) Burden of
Proof. In any judicial proceeding brought under
Section 10(a) above, the Company shall have the burden of proving that
Indemnitee is not entitled to payment of Indemnifiable Amounts
hereunder.
(c) Expenses. The
Company agrees to reimburse Indemnitee in full for any Expenses incurred by
Indemnitee in connection with investigating, preparing for, litigating,
defending or settling any action brought by Indemnitee under Section 10(a)
above, or in connection with any claim or counterclaim brought by the Company in
connection therewith, in each case so long as Indemnitee shall have provided an
undertaking of the type contemplated in Section
8.
(d) Validity of
Agreement. The Company shall be precluded from asserting in
any Proceeding, including, without limitation, an action under
Section 10(a) above, that the provisions of this Agreement are not valid,
binding and enforceable or that there is insufficient consideration for this
Agreement and shall stipulate in court that the Company is bound by all the
provisions of this Agreement.
(e) Failure to Act Not a
Defense. The failure of the Company (including its Board of
Directors or any committee thereof, independent legal counsel or stockholders)
to make a determination concerning the permissibility of the payment of
Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this
Agreement shall not be a defense in any action brought under Section 10(a)
above, and shall not create a presumption that such payment or advancement is
not permissible.
11. Exception to Right of
Indemnification or Advancement of Expenses. Notwithstanding
any other provisions of this Agreement, the Indemnitee shall not be entitled to
indemnification or advancement of Expenses under this Agreement with respect to
any Proceeding:
(a) initiated
by such Indemnitee against the Company unless (i) the Board of Directors of the
Company authorized the Proceeding (or any part of any Proceeding) prior to its
initiation; (ii) the Company provides the indemnification, in its sole
discretion, pursuant to the powers vested in the Company under applicable law;
or (iii) as with respect to a proceeding commenced pursuant to paragraph 10(a);
or
(b) for
which payment has actually been made to or on behalf of Indemnitee under any
insurance policy or otherwise by or on behalf of the Company, except with
respect to any excess beyond the amount paid under such insurance policy or
otherwise by or on behalf of the Company; or
(c) for
an accounting of profits made from the purchase and sale (or sale and purchase)
by Indemnitee of securities of the Company within the meaning of Section 16(b) of the
Securities Exchange Act of 1934, as amended, or similar provisions of state
statutory law or common law.
7
12. Representations and
Warranties of the Company. The Company hereby represents and
warrants to Indemnitee as follows:
(a) Authority. The
Company has all necessary power and authority to enter into, and be bound by the
terms of, this Agreement, and the execution, delivery and performance of the
undertakings contemplated by this Agreement have been duly authorized by the
Company.
(b) Enforceability. This
Agreement, when executed and delivered by the Company in accordance with the
provisions hereof, shall be a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency,
moratorium, reorganization or similar laws affecting the enforcement of
creditors’ rights generally.
13. Insurance. The
Company shall use its reasonable best efforts to maintain requisite directors
and officers indemnity insurance coverage in effect at all times (subject to
appropriate cost considerations) and the Company’s certificate of incorporation
and bylaws shall at all times provide for indemnification and exculpation of
directors to the fullest extent permitted under applicable law. In
all policies of director and officer liability insurance, Indemnitee shall be
named as an insured in such a manner as to provide Indemnitee the same rights
and benefits as are accorded to the most favorably insured of the Company’s
officers and directors. The Company shall hereafter take all
necessary or desirable actions to cause such insurers to pay, on behalf of the
Indemnitee, all Indemnifiable Amounts in accordance with the terms of such
policies; provided that nothing in this
Section 13 shall affect the Company’s obligations under this Agreement or
the Company’s obligations to comply with the provisions of this Agreement in a
timely manner as provided.
14. Contract Rights Not
Exclusive. The rights to payment of Indemnifiable Amounts and
advancement of Indemnifiable Expenses provided by this Agreement shall be in
addition to, but not exclusive of, any other rights which Indemnitee may have at
any time under applicable law, the Company’s by-laws or certificate of
incorporation, or any other agreement, vote of stockholders or directors (or a
committee of directors), or otherwise, both as to action in Indemnitee’s
Corporate Status.
15. Successors. This
Agreement shall be (a) binding upon all successors and assigns of the Company
(including any transferee of all or a substantial portion of the business, stock
and/or assets of the Company and any direct or indirect successor by merger or
consolidation or otherwise by operation of law) and (b) binding on and shall
inure to the benefit of the heirs, personal representatives, executors and
administrators of Indemnitee. This Agreement shall continue for the
benefit of Indemnitee and such heirs, personal representatives, executors and
administrators after Indemnitee has ceased to have Corporate
Status.
8
16. Subrogation. In
the event of any payment of Indemnifiable Amounts under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the rights
of contribution or recovery of Indemnitee against other persons, and Indemnitee
shall take, at the request and expense of the Company, all reasonable action
necessary to secure such subrogation rights, including the execution of such
documents as are necessary to enable the Company to bring suit to enforce such
rights.
17. Change in
Law. To the extent that a change in Delaware law (whether by
statute or judicial decision) shall permit broader indemnification or
advancement of expenses than is provided under the terms of the certificate of
incorporation and/or by-laws of the Company and this Agreement, Indemnitee shall
be entitled to such broader indemnification and advancements, and this Agreement
shall be deemed to be automatically amended to such extent.
18. Severability. Whenever
possible, each provision of this Agreement shall be interpreted in such a manner
as to be effective and valid under applicable law, but if any provision of this
Agreement, or any clause thereof, shall be determined by a court of competent
jurisdiction to be illegal, invalid or unenforceable, in whole or in part, such
provision or clause shall be limited or modified in its application to the
minimum extent necessary to make such provision or clause valid, legal and
enforceable, and the remaining provisions and clauses of this Agreement shall
remain fully enforceable and binding on the parties.
19. Modifications and
Waiver. Except as provided in Section 17 above with
respect to changes in Delaware law which broaden the right of Indemnitee to be
indemnified by the Company, no supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by each of the parties
hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions of this Agreement
(whether or not similar), nor shall such waiver constitute a continuing
waiver.
20. General
Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given (a) when delivered by hand, (b) when transmitted by facsimile and
receipt is acknowledged, or (c) if mailed by certified or registered mail with
postage prepaid, on the third business day after the date on which it is so
mailed:
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(i)
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If to Indemnitee, to:
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With
a copy to:
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Xxxxxxxx
& Xxxxx LLP
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000
Xxxxxxxxx Xxxxxx
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Xxx
Xxxx, XX 00000
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Attention:
Xxxxxxxxx Xxxxx, P.C.
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Xxxxxxxx X. Xxxxxxx
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Fax::
(000) 000-0000
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9
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(ii)
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If to the Company, to:
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Wabash
National Corporation
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0000
Xxxxxxxx Xxxxxxx Xxxxx
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Xxxxxxxxx,
Xxxxxxx 00000
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Attention:
Chief Financial Officer
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Fax:
(000) 000-0000
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With
a copy to:
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Xxxxx
& Xxxxxxx LLP
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000
Xxxxx Xxxxxxx Xxxxxx
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Xxxxx
0000
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Xxxxxxxxx,
XX 00000
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Attention:
Xxxxxxx X. Silver
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Fax::
(000) 000-0000
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or to
such other address as may have been furnished in the same manner by any party to
the others.
21. Governing Law. This
Agreement shall be governed by and construed and enforced under the laws of the
State of Delaware without giving effect to the provisions thereof relating to
conflicts of law.
* * * *
*
10
IN
WITNESS WHEREOF, the parties hereto have executed this Director Indemnification
Agreement as of the day and year first above written.
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WABASH
NATIONAL CORPORATION
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By:
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Name:
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Title:
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INDEMNITEE
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Print
Name:
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