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EXHIBIT 10.4
FORM OF
INDEMNIFICATION AGREEMENT
This Indemnification Agreement is made and entered into this ___ day of
___________, 1997, by and between RADIO SYSTEMS CORPORATION, a Tennessee
corporation (the "Company") and ___________________________________________.
The shareholders of the Company have elected the Director as a director
of the Company. The Director has agreed to serve as a director, provided the
Company agrees to indemnify the Director to the maximum extent permitted by law.
The Company has authority to indemnify directors pursuant to T.C.A.
ss.00-00-000, et seq. and pursuant to the Company's charter and bylaws. The
Company has agreed to indemnify the Director to the maximum extent permitted by
law.
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NOW, THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. AGREEMENT TO INDEMNIFY. To the maximum extent permitted by law
including but not limited to the maximum extent permitted by T.C.A.
ss.00-00-000, and any amendments thereof, the Company agrees to indemnify the
Director from any and all claims, causes of actions, demands, damages or costs
arising out of or in any way relating to the Director's election to or service
on the Board of Directors of the Company. If the Director satisfies the
conditions set forth in T.C.A. ss.48-18-502(a)(1), (2) and (3), the Company
shall indemnify the Director against any liability incurred in a proceeding
against the Director.
2. ADVANCE FOR EXPENSES. If the Director meets the requirements of
T.C.A. ss.48-18-504(a)(1), (2) and (3), the Company shall pay for and reimburse
the reasonable expenses incurred by the Director in any proceeding in advance of
the final disposition of the proceeding, and no less frequently than monthly or
on other terms acceptable to the Director.
3. AUTHORIZATION OF INDEMNIFICATION. The Company agrees to make a
determination as to the permissibility of indemnification as required by the
terms of T.C.A. ss.00-00-000, and all amendments thereof, within a reasonable
time after request for indemnification has been made by the Director, both
Company and Director hereby agreeing that such reasonable time shall at no time
exceed thirty (30) days after such request by the Director.
4. ADOPTION OF THE ACT. Except as expressly stated in this
Indemnification Agreement, the Company and Director hereby adopt all other terms
of the Tennessee Business Corporation Act, and all amendments thereof, with
regard to indemnification by the Company of the Director for liability asserted
against or incurred by him.
5. COMPLETENESS OF AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto as to the transactions contemplated hereby
and supersedes all prior discussions, understandings or agreements between the
parties hereto, including but not limited to the bylaws or other prior actions
of the Company.
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IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed as of the day and year first above written.
RADIO SYSTEMS CORPORATION
By:
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Xxxxx Xxxx, President
DIRECTOR
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