EXHIBIT 10.11
INDEMNIFICATION AGREEMENT
[Name and Address of
Director or Officer]
Dear
This letter will confirm the agreements and understandings between
Kaneb Services, Inc. (the "Company") and you regarding your past and continued
service as an officer or director of the Company.
It is and has been the policy of the Company to indemnify its officers
and directors against any costs, expenses and other liabilities to which they
may become subject by reason of their service to the Company and to insure its
directors and officers against such liabilities, as and to the extent permitted
by applicable law and in accordance with the principles of good corporate
governance. In this regard, the Company's bylaws require that the Company
indemnify and advance costs and expenses to (collectively, "indemnify") its
directors and officers, as permitted by Delaware law. A copy of the relevant
provisions of the Company's bylaws, as amended, are attached hereto.
In consideration of your past and continued service as an officer or
director of the Company, the Company shall indemnify you and hereby confirms its
agreement to indemnify you to the full extent permitted by applicable law and
the bylaws of the Company as currently in effect. In particular, as provided by
the bylaws, the Company shall make any necessary determination as to your
entitlement to indemnification in respect of any liability promptly upon
receiving a written request from you for indemnification against such liability.
You have agreed, and do hereby agree, to provide the Company with such
information or documentation as the Company may reasonably request to evidence
the liabilities against which indemnification is sought or as may be necessary
to permit the Company to submit a claim in respect thereof under any applicable
directors and officers liability insurance or other liability insurance policy.
You have further agreed, and do hereby agree, to cooperate with the Company in
the making of any determination regarding your entitlement to indemnification.
If the Company does not make a determination within a reasonable time not to
exceed 30 days, a favorable determination will be deemed to be made, and you
shall be entitled to payment, subject only to your written agreement to refund
such payment if a contrary determination is later made and the delay was by
reason of the inability of the Company to make such determination within such
period. In the event the Company shall determine that you are not entitled to
indemnification, the Company shall give you written notice thereof specifying
the reason therefor, including any determinations of fact or conclusions of law
relied upon in reaching such determination. Notwithstanding any determination
made by the Company that you are not entitled to indemnification, you shall be
entitled to seek a de novo judicial determination of your right to
indemnification under the bylaws and this agreement by commencing an appropriate
action therefor within 180 days after the Company shall notify you of its
determination. The Company shall not oppose any such action by reason of any
prior determination made by it as to your right to indemnification or, except in
good faith, raise any objection not specifically relating to the merits of your
indemnification claim or not considered by the Company in making its own
determination. In any such proceeding, the Company shall bear the burden of
proof in showing that your conduct did not meet the applicable standard of
conduct required by the bylaws or applicable law for indemnification. It is
understood that any expenses incurred by you in any investigation or proceeding
by the Company or before any court commenced for the purpose of making any such
determination shall be reimbursed by the Company. No future amendment of the
bylaws shall diminish your rights under this agreement, unless you shall have
consented to such amendment.
Your right to indemnification as aforesaid shall be in addition to any
right to remuneration to which you may from time to time be entitled as an
officer, director or employee or the Company.
It is understood and agreed that your right to indemnification shall
not entitle you to continue in your present position with the Company or any
future position to which you may be appointed or elected and that you shall be
entitled to indemnification under the by-laws only in respect to liabilities
arising out of acts or omissions or alleged acts or omissions by you as an
officer or director of the Company, but you shall be entitled to such
indemnification with respect to any such liability, whether incurred or arising
during or after your service as an officer or director and whether before or
after the date of this letter, in respect of any claim, cause, action,
proceeding or investigation, whether commenced, accruing or arising during or
after your service as an officer or director and whether before or after the
date of this letter.
This agreement shall terminate upon the later of (i) the tenth
anniversary of the date on which you shall cease to be a director or officer of
the Company or (ii) the final termination or resolution of all actions, suits,
proceedings or investigations commenced within such ten-year period and relating
to the Company or your services thereto to which you may be or become a party
and of all claims for indemnifications by you under this agreement asserted
within such ten-year period.
This agreement supersedes any and all prior agreements between the
Company and you relating to the subject matter hereof. It is understood and
agreed that this agreement is binding upon the Company and its successors and
shall inure to your benefit and that of your heirs, distributees and legal
representatives. This agreement, and the interpretation and enforcement thereof,
shall be governed by the laws of the State of Delaware. In confirmation of the
provisions of the Company's bylaws, the Company hereby agrees to pay, and you
shall he held harmless from and indemnified against any costs and expenses
(including attorneys' fees) which you may reasonably incur in connection with
any challenge to the validity of, or the performance and enforcement of, this
agreement, in the same manner as provided by the Company's bylaws,
If the foregoing is in accordance with your understanding of our
agreement, kindly countersign the enclosed copy of this letter, whereupon this
letter shall become a binding agreement in accordance with the laws of the State
of Delaware.
Very truly yours,
KANEB SERVICES, INC.
By:
