CORPORATE INDEMNIFICATION AGREEMENT
THIS Corporate Indemnification Agreement (hereinafter "Agreement") is entered
into on this second day of November 1998, between Xxxx X. Xxxxxx, XX
(hereinafter "JRD") and Cardiovascular Laboratories, Inc. and its subsidiaries
(hereinafter collectively referred to as "CLI" or the "Corporation")).
WHEREAS CLI wishes to protect, indemnify and hold harmless members of its Board
of Directors and corporate officers;
WHEREAS JRD is an officer and director of CLI, and requires such corporate
protection and indemnification in order to serve the needs of CLI;
NOW THEREFORE the parties hereto agree as follows:
I Standard of Care and Justifiable Reliance - JRD shall stand in a fiduciary
relation to the Corporation and shall perform his or her duties, as a director,
including duties as a member of any committee of the board upon which the
director serve, in good faith, in a manner JRD reasonably believes to be in the
best interests of the corporation and with such care, including reasonable
inquiry, skill and diligence, as a person of ordinary prudence would use under
similar circumstances. In performing his or her duties, JRD shall be entitled to
rely in good faith on information, opinions, reports or statements, including
financial statements and other financial data, in each case prepared or
presented by any of the following:
a. One or more officers or employees of the corporation whom JRD
reasonably believes to be reliable and competent in the matters presented.
b. Counsel, public accountants or other persons as to matters which
JRD reasonably believes to be within the professional or expert competence
of such person.
c. A committee of the board upon which JRD does not serve, duly
designated in accordance with law, as to matters within its designated
authority, which committee JRD reasonably believes to merit confidence.
JRD shall not be considered to be acting in good faith if he has knowledge
concerning the matter in question that would cause his or her reliance to be
unwarranted.
2. Consideration of Factors
In discharging the duties of his positions, JRD may, in considering the best
interests of the Corporation, consider the effects of any action upon employees,
upon suppliers and customers of the Corporation and upon communities in which
offices or other establishments of the corporation are located, and all other
pertinent factors. The consideration of those factors shall not constitute a
violation of Section 1 of this Agreement.
3. Presumption.
Absent breach of fiduciary duty, lack of good faith or self-dealing, actions
taken as a director or any failure to take any action shall be presumed to be in
the best interests of the corporation.
4. Personal Liability of JRD.
JRD shall not be personally liable, as such, for monetary damages for any action
taken, or any failure to take any action, unless:
a. JRD has breached or failed to perform the duties of his or her
office under the section; and
b. The breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness.
The provisions of this Section 4 shall not apply to the responsibility or
liability of JRD pursuant to any criminal statute, or the liability of JRD for
the payment of taxes pursuant to local, State or Federal law.
5. Notice of Dissent.
If JRD is present at a meeting of the board of directors, or of a committee of
the board at which action on any corporate matter is taken, then JRD shall be
presumed to have assented to the action taken unless his dissent is entered in
the minutes of the meeting or unless he files a written dissent to the action
with the secretary of the meeting before the adjournment of thereof or transmits
the dissent in writing to the secretary of the corporation immediately after the
adjournment of the meeting. The right to dissent shall not apply to JRD if he
voted in favor of the action. Nothing in this section shall bar JRD from
asserting that minutes of the meeting incorrectly omitted his dissent if,
promptly upon receipt of a copy of such minutes, JRD notifies the secretary in
writing, of the asserted omission or inaccuracy.
6. Indemnification.
CLI shall indemnify JRD and hold him harmless from and against, and shall
reimburse him for any and all demands, claims, losses, damages, costs and
expenses whatsoever, including, without limitation, reasonable attorneys' fees
which may be incurred by JRD by reason of his faithful discharge of his
fiduciary obligations as an officer and director of CLI in a manner consistent
with the terms of this Agreement.
7. Entire Agreement
This Agreement contains the entire understanding among the parties hereto with
respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements and understandings, inducements or conditions express
or implied, oral or written, except as contained in this agreement. The express
terms of this Agreement control and supersede any course of performance and/or
usage of the trade inconsistent with any of the terms of this Agreement. This
Agreement may not be modified or amended other than by an agreement in writing
signed by all of the parties.
8. Notice
Any notice or other communication required or permitted to be given hereunder
shall be in writing, and shall be delivered to the parties at the addresses set
forth below (or to such other addresses as the parties may specify by due notice
to the other). Notices or other communications given by certified mail, return
receipt requested, postage prepaid, shall be deemed given three business days
after the date of mailing. Notices or other communications sent in any other
manner shall be given only when actually received.
If to CLI: If to JRD:
Cardiovascular Laboratories, Inc Xx. Xxxx X. Xxxxxx, XX
000 Xxx Xxxxx Xxxxxx Xxxx - Xxxxx 000 40 East 94th Street
Xxxxx, PA 19087 XX, XX 00000
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.
/s/ Xxxxxxx X. Xxxxxxxxxx November 2, 1998
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Cardiovascular Laboratories, Inc. Date
/s/ Xxxx X. Xxxxxx, XX November 2, 1998
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Xxxx X. Xxxxxx, XX Date
