EXHIBIT (c)(7)
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (the "Agreement") made and entered
effective as of the ____ day of February, 1997, by and between COMMUNICATIONS
CENTRAL INC., a Georgia corporation ("Company") and _______________________,
an individual resident of the State of Georgia ("Officer").
W I T N E S S E T H:
WHEREAS, the Officer is currently serving as an executive officer of
the Company; and
WHEREAS, the Officer and the Company desire to enter into this
Agreement;
NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises
herein contained and other good and valuable consideration, the receipt,
sufficiency and adequacy of which is hereby acknowledged, the parties,
intending to be legally bound, hereby agree as follows:
1. INDEMNIFICATION. To the fullest extent permitted by Georgia law, Company
shall indemnify Officer from any and all liabilities, obligations, damages,
costs, actions, suits, proceedings, assessments, judgments, fines, penalties,
costs and expenses, including reasonable attorneys' fees and court costs, and
amounts paid in settlement (hereinafter collectively referred to as
"Liability"), incurred in connection with any proceeding (whether threatened,
pending or completed action, suit or proceeding, and whether civil, criminal,
administrative, arbitrative, or investigative, and whether formal or informal)
to which the Officer was made a party as a result of his serving as an Officer
of the Company, whether such service was prior to or subsequent to the date
hereof, and whether any such Liability arose or was incurred prior to or
subsequent to the date hereof if:
(a) Officer conducted himself in good faith; and
(b) Officer reasonably believed:
(i) That his conduct was in the best interests of
the Company; or
(ii) That his conduct was at least not opposed to
the best interests of the Company; or
(iii) In the case of any criminal proceeding, that
Officer had no reasonable cause to believe that
his conduct was unlawful.
The termination of a proceeding by judgment, order, settlement, or conviction,
or upon a plea of nolo contendere or its equivalent is not, of itself,
determinative that Officer did not meet the standard of conduct described in
this section. Notwithstanding the foregoing, Company shall not indemnify
Officer under this section for:
(a) Any appropriation, in violation of his duties, of
any business opportunity of the Company;
(b) Acts or omissions which involve intentional
misconduct or a knowing violation of law; or
(c) Any transaction from which Officer received an
improper personal benefit.
2. ADVANCES AND REIMBURSEMENT OF EXPENSES. Subject to the provisions of
Paragraph 3 hereof, Company shall advance or reimburse expenses incurred by
Officer in advance of final disposition of any proceeding involving Officer as
a result of his service as an Officer of Company, upon receipt from Officer of
a written affirmation of Officer's good faith belief that his conduct does not
constitute behavior of a kind that would disqualify Officer from the right of
indemnification hereunder.
3. RIGHT OF COMPANY TO DEFEND. Officer shall give Company prompt written
notice of any claim, suit or demand which Officer believes gives rise to
indemnification by Company pursuant to this Agreement (hereinafter referred to
as the "Officer Notice"), and Company shall have the right to attempt to
settle, defend and/or direct the defense of any such claim, suit or demand, at
its sole expense and with counsel of its own choosing, which counsel shall be
reasonably satisfactory to Officer. In the event that Company shall fail to,
or determine not to, attempt to defend, settle and/or direct the defense of
any such claim, suit or demand within seven (7) days of the Officer Notice, or
if Company shall commence to defend or attempt to settle such claim and shall
not thereafter pursue such settlement or defense diligently, then Officer may
take up the defense of such claim and be entitled to advancement of expenses
as herein provided. In the event that Company defends Officer in connection
with the Liability, then Officer may retain counsel of his own choosing to
participate in the defense thereof, but at Officer's sole cost and expense.
Under no circumstances shall Officer be entitled to settle any such Liability
which Company is defending, without the prior written consent of Company.
4. BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, their heirs, administrators,
executors, successors and permitted assigns. Officer shall have no right to
assign or delegate any of his rights, duties or obligations under this
Agreement without the prior written consent of Company and any attempt to do
so shall be null and void and of no force or effect whatsoever upon Company.
5. NOTICES. Any notices or other communications required or permitted
hereunder shall be deemed given when personally delivered or upon receipt,
after having been sent by certified mail, return receipt requested, postage
prepaid, and if, to Company addressed to it as follows:
Communications Central Inc.
0000 Xxxxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: President
if to the Officer addressed to him as follows:
The names and addresses, for the purposes of this Paragraph, may be changed by
giving written notice of such change in the manner herein provided for giving
notice. Unless and until such written notice of such change is actually
received, the last name and address stated by written notice or provided
herein, if no such written notice of change has been received, shall be deemed
to continue in effect for all purposes hereunder.
6. SEVERABILITY. If any provision of this Agreement is declared void or
unenforceable, such provision shall be deemed severed from the remaining
portion of this Agreement, which shall otherwise remain in full force and
effect.
7. ENTIRE AGREEMENT. This Agreement embodies the entire agreement of the
parties hereto relating to the subject matter hereof and supersedes all prior
oral or written agreements between said parties with respect to said subject
matter. No amendment or modification of this Agreement shall be valid or
binding upon the parties hereto unless same is made in writing and signed by
each of the parties hereto.
8. NO WAIVER. Failure of any party to this Agreement to require performance by
another of any provision expressed herein shall in no way affect that party's
right to thereafter enforce such provision; nor shall the waiver by any party
of any breach of any provision expressed herein be taken or held to be a
waiver of any succeeding or other breach of such provision or as a waiver of
the provision itself or of any other provision.
9. COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, and such
counterparts together shall constitute but one and the same contract, which
shall sufficiently be evidenced by any such original counterpart.
10. HEADINGS. The headings utilized herein are for the convenience and benefit
of the parties hereto and shall not be used in any way to identify, define or
limit the intent of the provisions of this Agreement as a whole.
11. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Georgia in all respects.
IN WITNESS WHEREOF, the undersigned have hereunto executed this Agreement
under seal or caused this Agreement to be executed by their duly authorized
corporate officers, and the Company has caused its corporate seal to be
affixed hereto, all as of the day and year first above written.
THE COMPANY:
COMMUNICATIONS CENTRAL INC.
By: ____________________________
----------------------------
Printed Name & Title
OFFICER:
--------------------------------
--------------------------------
Printed Name
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (the "Agreement") made and entered
effective as of the ____ day of February, 1997, by and between COMMUNICATIONS
CENTRAL INC., a Georgia corporation ("Company") and ______________________,
an individual resident of the State of Georgia ("Director").
W I T N E S S E T H:
WHEREAS, the Director is currently serving as a Director of the
Company; and
WHEREAS, the Director and the Company desire to enter into this
Agreement;
NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises
herein contained and other good and valuable consideration, the receipt,
sufficiency and adequacy of which is hereby acknowledged, the parties,
intending to be legally bound, hereby agree as follows:
1. INDEMNIFICATION. To the fullest extent permitted by Georgia law, Company
shall indemnify Director from any and all liabilities, obligations, damages,
costs, actions, suits, proceedings, assessments, judgments, fines, penalties,
costs and expenses, including reasonable attorneys' fees and court costs, and
amounts paid in settlement (hereinafter collectively referred to as
"Liability"), incurred in connection with any proceeding (whether threatened,
pending or completed action, suit or proceeding, and whether civil, criminal,
administrative, arbitrative, or investigative, and whether formal or informal)
to which the Director was made a party as a result of his serving as a
Director of the Company, whether such service was prior to or subsequent to
the date hereof, and whether any such Liability arose or was incurred prior to
or subsequent to the date hereof if:
(a) Director conducted himself in good faith; and
(b) Director reasonably believed:
(i) That his conduct was in the best interests of
the Company; or
(ii) That his conduct was at least not opposed to
the best interests of the Company; or
(iii) In the case of any criminal proceeding, that
Director had no reasonable cause to believe that
his conduct was unlawful.
The termination of a proceeding by judgment, order, settlement, or conviction,
or upon a plea of nolo contendere or its equivalent is not, of itself,
determinative that Director did not meet the standard of conduct described in
this section. Notwithstanding the foregoing, Company shall not indemnify
Director under this section for:
(a) Any appropriation, in violation of his duties, of
any business opportunity of the Company;
(b) Acts or omissions which involve intentional
misconduct or a knowing violation of law; or
(c) Any transaction from which Director received an
improper personal benefit.
2. ADVANCES AND REIMBURSEMENT OF EXPENSES. Subject to the provisions of
Paragraph 3 hereof, Company shall advance or reimburse expenses incurred by
Director in advance of final
disposition of any proceeding involving Director as a result of his service as
a Director of Company, upon receipt from Director of a written affirmation of
Director's good faith belief that his conduct does not constitute behavior of
a kind that would disqualify Director from the right of indemnification
hereunder.
3. RIGHT OF COMPANY TO DEFEND. Director shall give Company prompt written
notice of any claim, suit or demand which Director believes gives rise to
indemnification by Company pursuant to this Agreement (hereinafter referred to
as the "Director Notice"), and Company shall have the right to attempt to
settle, defend and/or direct the defense of any such claim, suit or demand, at
its sole expense and with counsel of its own choosing, which counsel shall be
reasonably satisfactory to Director. In the event that Company shall fail to,
or determine not to, attempt to defend, settle and/or direct the defense of
any such claim, suit or demand within seven (7) days of the Director Notice,
or if Company shall commence to defend or attempt to settle such claim and
shall not thereafter pursue such settlement or defense diligently, then
Director may take up the defense of such claim and be entitled to advancement
of expenses as herein provided. In the event that Company defends Director in
connection with the Liability, then Director may retain counsel of his own
choosing to participate in the defense thereof, but at Director's sole cost
and expense. Under no circumstances shall Director be entitled to settle any
such Liability which Company is defending, without the prior written consent
of Company.
4. BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, their heirs, administrators,
executors, successors and permitted assigns. Director shall have no right to
assign or delegate any of his rights, duties or obligations under this
Agreement without the prior written consent of Company and any attempt to do
so shall be null and void and of no force or effect whatsoever upon Company.
5. NOTICES. Any notices or other communications required or permitted
hereunder shall be deemed given when personally delivered or upon receipt,
after having been sent by certified mail, return receipt requested, postage
prepaid, and if, to Company addressed to it as follows:
Communications Central Inc.
0000 Xxxxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: President
if to the Director addressed to him as follows:
The names and addresses, for the purposes of this Paragraph, may be changed by
giving written notice of such change in the manner herein provided for giving
notice. Unless and until such written notice of such change is actually
received, the last name and address stated by written notice or provided
herein, if no such written notice of change has been received, shall be deemed
to continue in effect for all purposes hereunder.
6. SEVERABILITY. If any provision of this Agreement is declared void or
unenforceable, such provision shall be deemed severed from the remaining
portion of this Agreement, which shall otherwise remain in full force and
effect.
7. ENTIRE AGREEMENT. This Agreement embodies the entire agreement of the
parties hereto relating to the subject matter hereof and supersedes all prior
oral or written agreements between said parties with respect to said subject
matter. No amendment or modification of this Agreement shall be valid or
binding upon the parties hereto unless same is made in writing and signed by
each of the parties hereto.
8. NO WAIVER. Failure of any party to this Agreement to require performance by
another of any provision expressed herein shall in no way affect that party's
right to thereafter enforce such provision; nor shall the waiver by any party
of any breach of any provision expressed herein be taken or held to be a
waiver of any succeeding or other breach of such provision or as a waiver of
the provision itself or of any other provision.
9. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, and
such counterparts together shall constitute but one and the same contract,
which shall sufficiently be evidenced by any such original counterpart.
10. HEADINGS. The headings utilized herein are for the convenience
and benefit of the parties hereto and shall not be used in any way to
identify, define or limit the intent of the provisions of this Agreement as a
whole.
11. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Georgia in all respects.
IN WITNESS WHEREOF, the undersigned have hereunto executed this Agreement
under seal or caused this Agreement to be executed by their duly authorized
corporate officers, and the Company has caused its corporate seal to be
affixed hereto, all as of the day and year first above written.
THE COMPANY:
COMMUNICATIONS CENTRAL INC.
By: ____________________________
----------------------------
Printed Name & Title
DIRECTOR:
--------------------------------
--------------------------------
Printed Name
