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EXHIBIT 10(t)
FORM OF INDEMNIFICATION AGREEMENTS
BETWEEN METATEC INTERNATIONAL, INC.
AND EACH OF ITS OFFICERS AND DIRECTORS
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INDEMNIFICATION AGREEMENT
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This agreement is made effective as of April 30, 1999, between Metatec
International, Inc., an Ohio corporation (the "Company"), and _______________
(the "Director").
Background Information
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A. The Director is a member of the Company's board of directors, and,
in that capacity, is performing valuable services for the Company.
B. The shareholders of the Company have adopted a Code of Regulations
that provides for the indemnification of the officers, directors, employees, and
agents of the Company as permitted by Chapter 1701 of the Ohio Revised Code (the
"Statute"). The Code of Regulations and the Statute specifically provide that
they are not exclusive and contemplate that agreements may be entered into
between the Company and its directors, officers, employees, and agents with
respect to the indemnification of such individuals.
C. In order to induce the Director to continue to serve as a member of
the Company's board of directors, the Company has determined to enter into this
agreement with the Director.
Statement of Agreement
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The Company and the Director hereby acknowledge the accuracy of the
above Background Information and agree as follows:
ss.1. Indemnity. The Company shall indemnify the Director to the
fullest extent authorized or permitted by the provisions of the Statute or by
any amendment of the Statute or any other statutory provisions authorizing or
permitting such indemnification which may be adopted after the date of this
agreement.
Without limiting the generality of the foregoing, but subject to the
Statute and the exclusions contained in ss.3 below, the Company shall indemnify
the Director against any and all expenses, including attorneys' fees, judgments,
fines, and amounts paid in settlement actually and reasonably incurred by the
Director in connection with any threatened, pending or completed action, suit or
proceeding (whether civil, criminal, administrative, or investigative and
including, without limitation, an action by or in the right of the Company) to
which the Director is, or was, or at any time becomes, a party, or to which the
Director is threatened to be made a part, as a result, directly or indirectly,
of his serving at any time as a director, officer, employee, or agent of the
Company or serving at the request of the Company as a director, trustee,
officer, employee, member, manager, or agent of another corporation (domestic or
foreign, nonprofit or for profit), limited liability company, partnership, joint
venture, trust, or other enterprise.
ss.2. Insurance. If at any time the Company maintains any directors and
officers liability insurance ("D&O" Insurance"), the Company shall cause the
Director to be covered by
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such D&O Insurance to the maximum extent of the coverage available for any
director, officer, employee or agent of the Company, as the case may be. In no
event shall the failure of the Company to maintain D&O Insurance affect or
modify the obligation of the Company to indemnify the Director to the full
extent required under other provisions of this agreement.
ss.3. Limitations on Indemnity. No indemnity pursuant toss.1 of this
agreement shall be paid by the Company:
(a) On account of any suit in which judgment is rendered
against the Director for an accounting of profits made from the
purchase or sale of securities of the Company pursuant to the
provisions of ss.16(b) of the Securities Exchange Act of 1934, as
amended, or similar provisions of any federal, state, or local
statutory law; or
(b) In any action or suit in which the only liability asserted
against the Director is pursuant to ss.1701.95 of the Ohio Revised
Code.
ss.4. Continuation of Obligations. All obligations of the Company under
this agreement shall continue during the period that the Director is a director,
officer, employee, or agent of the Company or, at the request of the Company, is
a director, officer, employee, or agent of another corporation (domestic or
foreign, nonprofit or for profit), limited liability company, partnership, joint
venture, trust, or other enterprise and shall continue thereafter as long as the
Director may be subject to any possible claim or any threatened, pending, or
completed action, suit, or proceeding (whether civil, criminal, or investigative
and including, without limitation, an action by or in the right of the Company)
as a result, directly or indirectly, of his being such a director, officer,
employee, or agent.
ss.5. Notification and Defense of Claim. Promptly after receipt by the
Director of notice of the commencement of any action, suit, or proceeding, if a
claim is to be made against the Company under this agreement, the Director shall
notify the Company of the commencement thereof, but the omission so to notify
the Company shall not relieve the Company from any liability which it may have
to the Director other than under this agreement. With respect to any such
action, suit, or proceeding of which the Director notifies the Company of this
commencement:
(a) The Company shall be entitled to participate therein at
its own expense;
(b) The Company shall be entitled to assume the defense
thereof, jointly with any other indemnifying party similarly notified,
with counsel selected by the Company and approved by the Director,
which approval shall not unreasonably be withheld. After notice from
the Company to the Director of the Company's election to assume such
defense, the Company shall not be liable to the Director under this
agreement for any legal or other expenses subsequently incurred by the
Director in connection with the defense thereof other than reasonable
costs of investigation or as otherwise provided below. The Director
shall have the right to employ his own counsel in such action, suit or
proceeding, but the fees and expenses of such counsel incurred after
notice from the Company of its assumption of such defense shall be the
expense of the Director unless (i)
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the employment of such counsel by the Director has been authorized by
the Company, (ii) the Director shall have reasonably concluded that
there may be a conflict of interest between the Company and the
Director in the conduct of such defense, or (iii) the Company has not
in fact employed counsel to assume such defense, in any of which cases
the fees and expenses of such counsel shall be the expense of the
Company. The Company shall not be entitled to assume the defense of any
action, suit, or proceeding brought by or on behalf of the Company or
as to which the Director shall have made the conclusion described in
(ii) above.
(c) The Company shall not be required to indemnify the
Director under this agreement for any amounts paid in settlement of any
action or claim without its written consent.
Neither the Company nor the Director shall unreasonably withhold their
consent to any proposed settlement. The Company shall not settle any action or
claim in any manner which would impose any penalty or limitation on the Director
without the Director's written consent.
ss.6. Repayment of Expenses. The Director shall reimburse the Company
for all reasonable expenses paid by the Company in defending any civil or
criminal action, suit, or proceeding against the Director if and to the extent
that the Director shall ultimately be determined not to be entitled to
indemnification by the Company for such expenses under the Statute, the Code of
Regulations, this agreement, or otherwise.
ss.7. Enforcement. The Company expressly confirms that it has entered
into this agreement and has assumed the obligations of this agreement in order
to induce the Director to continue serving as a director of the Company, and the
Company acknowledges that the Director is relying upon this agreement in serving
in that capacity. If the Director is required to bring an action to enforce
rights or to collect money due under this agreement and is successful in such
action, the Company shall reimburse the Director for all of his reasonable
expenses (including without limitation legal fees) in bringing and pursuing such
action.
The rights of the Director under this agreement shall be cumulative and
in addition to any other rights which may be available to the Director from time
to time, whether under any other agreement or document at law or in equity.
ss.8. Governing Law. All questions concerning the validity or intention
of this agreement and all questions relating to performance under this agreement
shall be resolved under the laws of the State of Ohio.
ss.9. Severability. The intention of the parties to this agreement is
to comply fully with all laws and public policies, and this agreement shall be
construed consistently with all such laws and public policies to the extent
possible. If and to the extent that any court of competent jurisdiction is
unable to so construe any provision of this agreement and holds that provision
to be invalid, such invalidity shall not affect the remaining provisions of this
agreement, which shall remain in full force and effect.
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ss.10. Successors. This agreement shall be binding upon, inure to the
benefit of, and be enforceable by and against the Director and the Company and
the respective heirs, successors, and assigns of the Director and the Company.
METATEC INTERNATIONAL, INC.
By:
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Xxxxxxx X. Xxxxxxx, Chairman of the Board,
President, and Chief Executive Officer
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