EXHIBIT 10
PS GROUP HOLDINGS, INC.
PS GROUP, INC.
0000 XX XXXXX XXXXXXX XXXXX
XXXXX 0000
XXX XXXXX, XXXXXXXXXX 00000
August 8, 1997
Xxxxxxx X. Xxxxxxxxxxxxx, Xx., Esq.
c/o PS Group, Inc.
0000 Xx Xxxxx Xxxxxxx Xxxxx
Xxxxx 0000
Xxx Xxxxx, Xxxxxxxxxx 00000
Dear Xx. Xxxxxxxxxxxxx:
Reference is made to the indemnity agreement by and between PS Group, Inc.
("PSG") and you dated as of November 28, 1996 (the "PSG Indemnity Agreement")
and the indemnity agreement by and between PS Group Holdings, Inc. ("PSGH") and
you dated as of January 31, 1996 (the "PSGH Indemnity Agreement").
In view of the consummation, effective June 5, 1996, of a holding company
reorganization pursuant to which PSG became a wholly-owned subsidiary of PSGH
and your service as an officer and director of each of PSG and PSGH prior to and
since the consummation of such reorganization, this letter is being sent to
confirm the respective obligations of PSG under the PSG Indemnity Agreement and
PSGH under the PSGH Indemnity Agreement with respect to your ongoing service as
a director and officer of the direct and indirect subsidiaries of PSG and PSGH
listed on Attachment A hereto and any other direct or indirect subsidiaries of
PSGH and/or PSG with respect to which you may hereafter serve as director and/or
officers (collectively, the "PS Subsidiaries").
Having regard to the fact that your job responsibilities as an employee of
PSG have included and continue to include serving as a director and/or officer
of the PS Subsidiaries at the request of PSGH and PSG, this will confirm the
following:
1. PSG hereby severally (and not jointly with PSGH) confirms that, for
all purposes of the PSG Indemnity Agreement (including, without limitation, the
definition of the term "Proceeding" therein), as well as the provisions of PSG's
Restated Certificate of Incorporation relating to indemnification (the "PSG
Charter Indemnification Provisions"), your service as a director and/or officer
of each of the PS Subsidiaries has taken place and continues to take place at
the request of PSG and indemnification shall be available to you from PSG, under
the terms of the PSG Indemnity Agreement and the PSG Charter Indemnification
Provisions, on that basis.
2. PSGH hereby severally (and not jointly with PSG) confirms that, for all
purposes of the PSGH Indemnity Agreement (including, without limitation, the
definition of the term "Proceeding" therein), as well as the provisions of
PSGH's Restated Bylaws relating to indemnification (the "PSGH Charter
Indemnification Provisions"), your service as a director and/or officer of each
of the PS Subsidiaries has taken place and continues to take place at the
request of PSGH and indemnification shall be available to you from PSGH, under
the terms of the PSGH Indemnity Agreement and the PSGH Charter Indemnification
Provisions, on that basis.
3. PSG and PSGH each hereby severally (and not jointly with the other)
confirms that your continued service as an employee of PSG and as a director
and/or officer of PSGH, PSG and the PS Subsidiaries is partly in consideration
for the respective indemnification obligations of PSG and PSGH confirmed hereby.
This letter is intended to be confirmatory of the existing understanding on
the part of each of PSG and PSGH, respectively, on the one hand, and you, on the
other hand, concerning your rights to indemnification from each of PSG and PSGH
with respect to your service as a director and/or officer of the PS Subsidiaries
and is not intended to impair or limit your rights of indemnification as in
effect prior to the execution to this letter nor to create any joint obligations
of PSG and PSGH.
Please countersign this letter to evidence your agreement therewith.
Very truly yours,
PS GROUP, INC.
By: /s/ Xxxxxxx Xxxxx
---------------------------
Vice President
PS GROUP HOLDINGS, INC.
By: /s/ X.X. Xxxxxx
---------------------------
Vice Chairman
ACKNOWLEDGED AND AGREED:
/s/ Xxxxxxx X. Xxxxxxxxxxxxx, Xx.
---------------------------------
Xxxxxxx X. Xxxxxxxxxxxxx, Xx.
-2-
ATTACHMENT A
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PS Group, Inc.*
PS Trading, Inc.
Statex Petroleum, Inc.
PSG Systems Inc.
PSG Affiliate Corporation
USTS New York, Inc.
PSG Northeast, Inc.
PSG Motivation, Inc.
PSG Northwest, Inc.
PSG Southeast, Inc.
PSG Southwest, Inc.
PSG Services, Inc.
_________________
* PS Group, Inc. is a "PS Subsidiary," for the purposes of the foregoing
Letter Agreement, with respect to the obligations thereunder of PS Group
Holdings, Inc.
A-1
