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Exhibit 10.4
INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT (this "Agreement") is made as of September 26,
1996, by TRILLIUM CORPORATION, a Washington corporation ("Trillium") and XXXXXXX
X. XXXXX, in favor of GARGOYLES, INC., a Washington corporation ("Gargoyles").
RECITALS
A. Trillium and Xxxxx are beneficial owner of shares of Gargoyles'
Common Stock.
B. To protect Gargoyles against any advances, losses, liabilities,
deficiencies, claims and expenses associated with the Adidas bicycling products
distribution enterprise operated under the trade name Axcent Sports ("Axcent"),
Trillium, Xxxxx and Gargoyles desire to enter into this Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, Trillium and Xxxxx hereby agree as follows:
1. INDEMNITY
Each of Trillium and Xxxxx, severally and jointly and on an unlimited
basis, hereby agrees to reimburse Gargoyles for any and all advances,
investments of any nature, losses, liabilities, deficiencies, claims and
expenses (whether incurred before or after the date of this Agreement and
including, but not limited to, costs of defense and reasonable attorneys' fees)
associated with Axcent as a result of the failure of such enterprise to pay or
perform its obligations arising from its operations, and each of Trillium and
Xxxxx, severally and jointly and on an unlimited basis, hereby agrees to
indemnify, defend, and hold harmless Gargoyles from and against all losses,
liabilities, deficiencies, claims and expenses (including, but not limited to,
costs of defense and reasonable attorneys' fees) incurred by Gargoyles arising
from the failure of either Trillium or Xxxxx to pay or perform its obligations
pursuant to this Agreement. Any payments required to be made pursuant this
Section shall be made before the end of the quarter in which the corresponding
losses or charges are to be recorded in the Company's financial statements.
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2. ATTORNEYS' FEES
If it shall be necessary for Gargoyles to employ an attorney to enforce
its rights pursuant to this Agreement because of the default of either Trillium
or Xxxxx, the defaulting party shall reimburse Gargoyles for reasonable
attorneys' fees and expenses.
3. GOVERNING LAW
This Agreement shall be governed by the internal law of the state of
Washington as to all matters, including but not limited to matters of validity,
construction, effect and performance.
IN WITNESS WHEREOF, each of the undersigned has executed this Agreement
as of the date first above written:
TRILLIUM CORPORATION
By /s/ Xxxx X. Xxxxxxxx
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Its Chief Executive Officer
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
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