INDEMNITY AGREEMENT
This Agreement is made as of the _________________________, by and between
The Titan Corporation, a Delaware corporation (the "Corporation"), and
______________________________ ("Indemnitee"), with reference to the following
facts:
Indemnitee is currently serving as a director and/or officer of the
Corporation and/or one of its Subsidiaries (which term shall mean any
entity of which at least 50% of the voting stock is owned by the
Corporation or another such Subsidiary of the Corporation) and the
Corporation wishes Indemnitee to continue in such capacity. Indemnitee is
willing, under certain circumstances, to continue in such capacity.
In order to induce Indemnitee to continue to serve as a director and/or
officer of the Corporation and/or one of its Subsidiaries, and in consideration
of his continued service, the Corporation hereby agrees to indemnify Indemnitee
as follows:
1. The Corporation will pay on behalf of Indemnitee and his
executors, administrations, or assigns, any amount which he is, or becomes,
legally obligated to pay because of any claim or claims made against him
because of any past, present or future act or omission or neglect or breach
of duty, including any actual or alleged error or misstatement or
misleading statement, which he may commit or suffer while he was, is or may
hereafter be acting in his capacity as a director and/or officer of the
Corporation and/or one of its Subsidiaries and solely because of his being
a director and/or officer. The payments which the Corporation will be
obligated to make hereunder shall include, INTER ALIA, damages, judgments,
settlements and costs, cost of investigation (excluding salaries of
officers or employees of the Corporation) and costs of defense of legal
actions, claims or proceedings and appeals therefrom, and costs of
attachment or similar bonds; provided however, that the Corporation shall
not be obligated to pay fines or other obligations or fees imposed by law
or otherwise which it is prohibited by applicable law from paying as
indemnity or for any other reason.
2. If a claim under this agreement is not paid by the Corporation,
or on its behalf, within ninety days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim and
if
successful, in whole or in part, the claimant shall be entitled to be paid
also the expense of prosecuting such claim.
3. In the event of payment under this Agreement, the Corporation
shall be subrogated to the extent of such payment to all of the rights of
recovery of Indemnitee, who shall execute all papers required and shall do
everything that may be necessary to secure such rights, including the
execution of such documents necessary to enable the Corporation effectively
to bring suit to enforce such rights.
4. The Corporation shall not be liable under this Agreement to make
any payment in connection with any claim made against Indemnitee:
(a) for which payment is actually made to Indemnitee under a valid
and collectible insurance policy, except with respect to any excess beyond
the amount of payment under such insurance;
(b) for which Indemnitee is entitled to indemnity and/or payment by
reason of having given notice of any circumstance which might give rise to
a claim under any policy of insurance, the terms of which have expired
prior to the effective date of this Agreement;
(c) for which Indemnitee is indemnified by the Corporation otherwise
than pursuant to this Agreement;
(d) based upon or attributable to Indemnitee gaining in fact any
personal profit or advantage to which he was not legally entitled;
(e) for an accounting of profits made from the purchase or sale by
Indemnitee of securities of the Corporation within the meaning of Section
16(b) of the Securities Exchange Act of 1934 and amendments thereto or
similar provisions of any state statutory law or common law; or
(f) brought about or contributed to by the dishonesty of Indemnitee
seeking payment hereunder; however, notwithstanding the foregoing,
Indemnitee shall be protected under this Agreement as to any claims upon
which suit may be brought against him by reason of any alleged dishonesty
on his part, unless a judgment or other final adjudication thereof adverse
to Indemnitee shall establish that he committed (i) acts of active and
deliberate dishonesty, (ii) with actual dishonest purpose and intent, and
(iii) which acts were material to the cause of action so adjudicated.
5. The maximum aggregate amount of indemnity payable by the Corporation
hereunder to Indemnitee is $20,000,000.
6. No costs, charges or expenses for which indemnity shall be sought
hereunder shall be incurred without the Corporation's consent, which consent
shall not be unreasonably withheld.
7. Indemnitee, as a condition precedent to his right to be indemnified
under this Agreement, shall give to the Corporation notice in writing as soon as
practicable of any claim made against him for which indemnity will or could be
sought under this Agreement. Notice to the Corporation shall be directed to
0000 Xxxxxxx Xxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx 00000, Attention: Corporate
Secretary (or such other address as the Corporation shall designate in writing
to Indemnitee); notice shall be deemed received if sent by prepaid mail,
properly addressed, the date of such notice being the date postmarked. In
addition, Indemnitee shall give the Corporation such information and cooperation
as it may reasonably require and as shall be within Indemnitee's power.
8. This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one instrument.
9. Nothing herein shall be deemed to diminish or otherwise restrict
Indemnitee's right to indemnification under any provision of the Certificate of
Incorporation or Bylaws of the Corporation, or under Delaware law.
10. This Agreement shall be governed by and construed in accordance with
Delaware law.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
duly executed and signed as of the day and year first above written.
THE TITAN CORPORATION INDEMNITEE
By
--------------------------------- ----------------------------------------
