Exhibit 10.2
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT dated as of April 13, 2001 by and between
RENAISSANCE WORLDWIDE, INC., a Massachusetts corporation (the "Company"), and
XXXXXX X. XXXXXXX, a director of the Company ("Director").
W I T N E S S E T H:
WHEREAS, the Company is expected to be asked to consider a transaction (the
"Transaction") with members of its management, whereby management will seek to
acquire, including by merger or by tender offer, all of the publicly held stock
of the Company;
WHEREAS, in connection with the Transaction, the Director has agreed to
serve on a committee of independent members of the Board, which committee will
have all powers and authority of the Board that by law may be delegated to the
committee to represent the interests of the public stockholders relating to the
consideration, negotiation, and authorization of the terms of participation of
the public stockholders in any proposed Transaction, including recommending or
not recommending the terms of any proposed Transaction or any competing proposal
to the public stockholders;
WHEREAS, it is possible that documents will be filed with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934,
disclosing information concerning the Company and actions taken in connection
with the Transaction; and
WHEREAS, the Director and the Company each desire to establish certain
contractual rights of indemnification;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. The Company shall, to the extent legally permissible, indemnify
the Director against all liabilities and expenses, including amounts paid in
satisfaction of judgments, in compromise or as fines and penalties, and counsel
fees, reasonably incurred by him in connection with the defense or disposition
of any action, suit or other proceeding, whether civil or criminal, in which he
may be involved, with which he may be threatened, or with respect to which he
might be a witness, while in office or thereafter, by reason of his being or
having been a director of the Company (including, without limitation, as a
result of actions taken or not taken by him in connection with or relating to
the Transaction), except with respect to any matter as to which he shall have
been adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that his action was in the best interests of the Company.
Expenses, including counsel fees, reasonably incurred by the Director in
connection with any such action, suit or other proceeding shall be paid from
time to time by the Company in advance of the final disposition thereof upon
receipt of an undertaking by the Director to repay the amounts so paid to the
Company if it is ultimately determined that indemnification for such expenses is
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not authorized under this Agreement or otherwise. The right of indemnification
hereby provided shall not be exclusive of or affect any other rights to which
the Director may be entitled.
SECTION 2. Promptly after receipt by the Director of notice of the
commencement of any action, the Director shall, if a claim in respect thereof is
to be made against the Company under this Agreement, notify the Company in
writing of the commencement thereof but any delay or omission to so notify the
Company will not relieve the Company of any liability under this Agreement
except to the extent that the Company is prejudiced by such delay or omission.
In case such action is brought against the Director, and he notified the Company
of the commencement thereof, the Company will be entitled to participate
therein, and, to the extent that it may elect by prompt written notice to the
Director, to assume the defense thereof, provided, however, that if the
defendants in any such action include both the Director and the Company and the
Director shall have reasonably concluded that there may be legal defenses
available to him which are different from or additional to those available to
the Company, the Director shall have the right to select separate counsel to
assume such legal defenses and otherwise to participate in the defense of such
action on his own behalf. Upon receipt of notice from the Company to the
Director of the Company's election so to assume the defense of such action and
approval by the Director of counsel (which approval shall not be unreasonably
withheld), the Company will 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 unless (i) the Director shall have employed
separate counsel in accordance with the proviso to the immediately preceding
sentence, (ii) the Company shall not have employed counsel reasonably
satisfactory to the Director to represent the Director within a reasonable time
after notice of commencement of the action, or (iii) the Company has authorized
the employment of counsel for the Director at the expense of the Company. In no
event shall the Company be liable in respect of any amounts paid in settlement
of any action unless the Company shall have approved the terms of such
settlement; provided, however, that such consent shall not be unreasonably
withheld. The Company shall not settle any action without the consent of the
Director unless the settlement contains a full, unconditional release of all
claims against the Director and does not require any action by the Director.
SECTION 3. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT REGARD TO ANY CHOICE
OR CONFLICTS OF LAWS PROVISIONS THAT WOULD CAUSE THE APPLICATION OF THE DOMESTIC
SUBSTANTIVE LAWS OF ANY OTHER JURISDICTION.
SECTION 4. This Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed as a sealed instrument.
RENAISSANCE WORLDWIDE, INC.
By: /s/ Xxxxxxxxxxx X.X. Xxxxxxx
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Xxxxxxxxxxx X.X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
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