Exhibit 10.14
INDEMNIFICATION AGREEMENT
INDEMNIFICATION AGREEMENT (the "Agreement") made this 1st day of April,
1998, between AGRIBRANDS INTERNATIONAL, INC., a Missouri corporation (the
"Company") and __________________ ("Officer").
WHEREAS, Officer is an executive officer of the Company, and in such
capacity is performing a valuable
service for Company; and
WHEREAS, the Company's Articles of Incorporation (the "Articles") permit
the indemnification of directors, officers, employees and certain agents of the
Company, and indemnification is also authorized by Section 351.355 of the
Missouri Revised Statutes 1978, as amended to date (the "Indemnification
Statute"); and
WHEREAS, the Articles and the Indemnification Statute permit full
indemnification of officers absent knowingly fraudulent, deliberately dishonest
or willful misconduct; and
WHEREAS, in order to induce Officer to continue to serve as a Corporate
Officer of the Company, Company has determined and agreed to enter into this
contract with Officer;
NOW THEREFORE, in consideration of Officer's continued service as a
Corporate Officer after the date hereof, the Company and Officer agree as
follows:
1. Indemnity of Officer. Company hereby agrees to hold harmless and
indemnify Officer to the full extent authorized or permitted by the provisions
of the Indemnification Statute, or by any amendment thereof, or any other
statutory provisions authorizing or permitting such indemnification which is
adopted after the date hereof.
2. Additional Indemnity. Subject to the exclusions set forth in Section 3
hereof, Company further agrees to hold harmless and indemnify Officer against
any and all expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement, actually and reasonably incurred by Officer in connection
with any threatened, pending or completed action, claim, suit or proceeding,
whether civil, criminal, administrative or investigative (including an action by
or in the right of the Company) to which Officer is, was or at any time becomes
a party, or is threatened to be made a party, by reason of the fact that Officer
is, was or at any time whether before or after the date of this Agreement,
becomes a director, officer, employee or agent of the Company, or is or was
serving or at any time serves at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise.
3. Limitations on Additional Indemnity. No indemnity pursuant to Section 2
hereof shall be paid
by Company:
(a) Except to the extent the aggregate of losses to be indemnified
thereunder exceeds the amount of such losses for which the Officer is
indemnified pursuant to Section 1 hereof or pursuant to any insurance policies
or other comparable policies purchased and maintained by the Company;
(b) In respect to remuneration paid to Officer if it shall be finally
judicially adjudged that such remuneration was in violation of law;
(c) On account of any suit for an accounting of profits made from the
purchase or sale by Officer of securities of the Company pursuant to the
provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended
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or similar provisions of any state or local statutory law;
(d) On account of Officer's conduct which is finally judicially adjudged to
have been knowingly fraudulent, deliberately dishonest or willful misconduct;
(e) If a final decision by a Court having jurisdiction in the matter (all
appeals having been denied or none having been taken) shall determine that such
indemnification is not lawful.
4. Continuation of Indemnity. All agreements and obligations of Company
contained herein shall continue during the period Officer is a Corporate Officer
of Company and shall continue thereafter so long as Officer shall be subject to
any possible claim or threatened, pending or completed action or claim, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that Officer was a Corporate Officer of the Company or was serving
in any other capacity referred to herein.
5. Notification and Defense of Claim. Promptly after receipt by Officer of
notice of the commencement of any action, claim, suit or proceeding against him
by reason of his status as a director, officer, employee or agent, Officer will
notify Company of the commencement thereof; provided, however, that the omission
to so notify Company will not relieve Company from any liability which it may
have to Officer under this Agreement unless and to the extent that Company's
rights are prejudiced by such failure. With respect to any such action, claim,
suit or proceeding as to which Officer notifies Company of the commencement
thereof:
(a) Company will be entitled to participate therein at its own expense;
and,
(b) Except as otherwise provided below, to the extent that it may wish,
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Company jointly with any other party will be entitled to assume the defense
thereof, with counsel satisfactory to Officer. After notice from Company to
Officer of its election to so assume the defense thereof, Company will not be
liable to Officer under this Agreement for any legal or other expenses
subsequently incurred by Officer in connection with the defense thereof unless
Officer shall have reasonably concluded that there may be a conflict of interest
between Company and Officer in the conduct of the defense of such action, in
which case, Company shall not be entitled to assume the defense of any action,
claim, suit or proceeding brought by or on behalf of Company;
(c) Company shall not be liable to indemnify Officer under this Agreement
for any amounts paid in settlement of any action or claim effected without its
written consent. Company shall not settle any action or claim in any manner
which would impose any penalty or limitation on Officer without Officers written
consent. Neither Company nor Officer will unreasonably withhold their consent to
any proposed settlement.
6. Advancement and Repayment of Expenses.
(a) To the extent that the Company assumes the defense of any action,
claim, suit or proceeding against Officer, Officer agrees that he will reimburse
Company for all reasonable expenses paid by Company in defending any civil or
criminal action, claim, suit or proceeding against Officer in the event and only
to the extent that it shall be ultimately judicially determined that Officer is
not entitled to be indemnified by Company for such expenses under the provisions
of the Indemnification Statute, the Articles, this Agreement or otherwise.
(b) To the extent that the Company does not assume the defense of any
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action, claim, suit or proceeding against Officer, Company shall advance to
Officer all reasonable expenses, including all reasonable attorneys' fees,
retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees, and all other disbursements or expenses of the
types customarily incurred in connection with defending, preparing to defend or
investigating any civil or criminal action, suit or proceeding, within twenty
days after the receipt by Company of a statement or statements from Officer
requesting such advance or advances, whether prior to or after final disposition
of such action, suit or proceeding. Such statement or statements shall
reasonably evidence the expenses incurred by Officer and shall include or be
preceded or accompanied by an undertaking by or on behalf of Officer to repay
all of such expenses advanced if it shall be ultimately judicially determined
that Officer is not entitled to be indemnified against such expenses. Any
advances and undertakings to repay pursuant to this paragraph shall be unsecured
and interest free.
7. Enforcement.
(a) Company expressly confirms and agrees that it has entered into this
Agreement and assumed the obligations imposed on Company hereby in order to
induce Officer to continue to serve as a Corporate Officer of Company, and
acknowledges that Officer is relying upon this Agreement in continuing in such
capacity.
(b) In the event Officer is required to bring any action to enforce rights
or to collect moneys due under this Agreement and is successful in such action,
Company shall reimburse Officer for all of Officer's reasonable fees and
expenses in bringing and pursuing such action.
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8. Separability. Each of the provisions of this Agreement is a separate and
distinct agreement and independent of the others, so that if any provision
hereof shall be held to be invalid or unenforceable for any reason, such
invalidity or unenforceability shall not affect the validity or enforceability
of the other provisions hereof.
9. Governing Law; Binding Effect; Amendment and Termination.
(a) This Agreement shall be interpreted and enforced in accordance with the
laws of the State of Missouri.
(b) This Agreement shall be binding upon Officer and upon Company, its
successors and assigns, and shall inure to the benefit of Officer, his or her
heirs, personal representatives and assigns, and to the benefit of Company, its
successors and assigns.
(c) No amendment, modification, termination or cancellation of this
Agreement shall be effective unless signed in writing by both parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and
as of the day and year first above written.
AGRIBRANDS INTERNATIONAL, INC.
By:_____________________________
X. X. Xxxxxx
Chief Financial Officer
OFFICER
By:_____________________________
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