INDEMNIFICATION AGREEMENT
EXHIBIT
10.1
This
Indemnification Agreement (this "Agreement")
is made effective as of December 13, 2010, by and between Aerosonic Corporation,
a Delaware corporation (the "Corporation") and ______________
("Indemnitee").
WHEREAS,
increased corporate litigation has subjected officers and directors to
litigation risks and expenses, and the limitations on the availability of
director and officer liability insurance may make it increasingly difficult for
the Corporation to attract and retain the most capable persons reasonably
available to serve as officers and/or directors of the Corporation;
and
WHEREAS,
the Corporation desires to provide Indemnitee with specific contractual
assurance of Indemnitee's rights to full indemnification against litigation
risks and expenses (regardless, among other things, of any amendment to or
revocation of the Corporation's Certificate of Incorporation (the "Certificate
of Incorporation") or the Corporation's Bylaws (the "Bylaws") or any change in
the ownership of the Corporation or the composition of its Board of Directors);
and
WHEREAS,
the Corporation intends that this Agreement provide Indemnitee with greater
protection than that which is provided by the Certificate of Incorporation and
Bylaws; and
WHEREAS,
Indemnitee’s willingness to serve as an officer and/or director, as the case may
be, of the Corporation is predicated, in substantial part, upon the
Corporation’s willingness to indemnify him or her in accordance with the
principles reflected above, to the fullest extent permitted by the laws of the
State of Delaware, and upon the other undertakings set forth in this Agreement;
and
WHEREAS,
in order to induce Indemnitee to serve as an officer and/or director, as the
case may be, of the Corporation, the Corporation has determined and agreed to
enter into this Agreement with Indemnitee.
NOW,
THEREFORE, in consideration of the mutual promises made in this Agreement, and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the Corporation and Indemnitee hereby agree as
follows:
1. Indemnification.
(a) Third Party
Proceedings. The Corporation shall indemnify Indemnitee if
Indemnitee is or was a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that Indemnitee is or was, or
has agreed to become, an officer and/or director, as the case may be, of the
Corporation, or any subsidiary of the Corporation, by reason of any actual or
alleged error or misstatement or misleading statement made or suffered by
Indemnitee, by reason of any action or inaction on the part of Indemnitee while
an officer and/or director, as the case may be, of the Corporation, or by reason
of the fact that Indemnitee is or was serving at the request of the Corporation
as an officer and/or director, as the case may be, of another corporation,
partnership, joint venture, trust or other enterprise (including without
limitation employee benefit plans and administrative committees thereof),
against expenses (including reasonable attorneys' fees and disbursements),
damages (compensatory, exemplary, punitive or otherwise), costs of attachment or
similar bonds, judgments, fines and amounts paid in settlement (if such
settlement is approved in advance by the Corporation, such approval not to be
unreasonably withheld), in each case actually and reasonably incurred by
Indemnitee in connection with such action, suit or proceeding if Indemnitee
acted in good faith and in a manner Indemnitee reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe Indemnitee's
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
Indemnitee did not act in good faith and in a manner which Indemnitee reasonably
believed to be in or not opposed to the best interests of the Corporation, or,
with respect to any criminal action or proceeding, that Indemnitee had
reasonable cause to believe that Indemnitee's conduct was
unlawful.
(b) Proceedings by or in the
Right of the Corporation. The Corporation shall indemnify
Indemnitee if Indemnitee was or is a party or is threatened to be made a party
to any threatened, pending or completed action or proceeding by or in the right
of the Corporation or any subsidiary of the Corporation to procure a judgment in
its favor by reason of the fact that Indemnitee is or was, or has agreed to
become, an officer and/or director, as the case may be, of the Corporation, or
any subsidiary of the Corporation, by reason of any actual or alleged error or
misstatement or misleading statement made or suffered by Indemnitee, by reason
of any action or inaction on the part of Indemnitee while an officer and/or
director, as the case may be, or by reason of the fact that Indemnitee is or was
serving at the request of the Corporation as an officer and/or director, as the
case may be, of another corporation, partnership, joint venture, trust or other
enterprise (including without limitation employee benefit plans and
administrative committees thereof), against expenses (including reasonable
attorneys' fees and disbursements), damages (compensatory, exemplary, punitive
or otherwise), costs of attachment or similar bonds, judgments, fines and, to
the fullest extent permitted by law, amounts paid in settlement (if such
settlement is approved in advance by the Corporation, such approval not to be
unreasonably withheld), in each case to the extent actually and reasonably
incurred by Indemnitee in connection with the defense or settlement of such
action or suit if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Corporation and its stockholders, except that no indemnification shall be made
in respect of any claim, issue or matter as to which Indemnitee shall have been
finally adjudicated by a final, unappealable order or judgment by a court having
jurisdiction over the parties and the subject matter of the dispute from which
no further right of appeal exists to be liable to the Corporation in the
performance of Indemnitee's duty to the Corporation and its stockholders unless
and only to the extent that the court in which such action or proceeding is or
was pending shall determine upon application that, in view of all the
circumstances of the case, Indemnitee is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
(c) Mandatory Payment of
Expenses. To the extent that Indemnitee has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Section 1(a) or
Section 1(b) or the defense of any claim, issue or matter therein,
Indemnitee shall be indemnified against expenses (including reasonable
attorneys' fees and disbursements) actually and reasonably incurred by
Indemnitee in connection therewith.
(d) Witness. Notwithstanding
any other provision of this Agreement, to the extent that Indemnitee is, by
reason of the fact that Indemnitee is or was an officer and/or director, as the
case may be, of the Corporation or was serving at the request of the Corporation
as an officer and/or director, as the case may be, of another corporation,
partnership, joint venture, trust or other enterprise (including without
limitation employee benefit plans and administrative committees thereof), a
witness in any action, suit or proceeding to which Indemnitee is not a party,
Indemnitee shall be indemnified against all expenses (including reasonable
attorneys' fees and disbursements) actually and reasonably incurred by
Indemnitee in connection therewith.
(e) Serving at the Request of
the Corporation. For purposes of this Agreement, if Indemnitee
should serve as an officer and/or director, as the case may be, of another
corporation, partnership, joint venture, trust or other enterprise (including
without limitation employee benefit plans and administrative committees thereof)
it will be conclusively presumed in the case of any of the foregoing that are
"affiliates" of the Corporation as defined in Rule 12b-2 under the Securities
Exchange Act of 1934, as amended) that Indemnitee was serving at the request of
the Corporation.
2. Expenses, Indemnification
Procedure.
(a) Advancement of
Expenses. The Corporation shall pay all expenses incurred by
Indemnitee in connection with the investigation, defense, settlement or appeal
of any civil or criminal action, suit or proceeding referred to in Section l hereof
(including amounts actually paid in settlement of any such action, suit or
proceeding), as such expenses are incurred and in advance of the final
disposition of such action, suit or proceeding. Indemnitee hereby undertakes to
repay such amounts advanced only if, and to the extent that, it shall ultimately
be determined that Indemnitee is not entitled to be indemnified by the
Corporation as authorized hereby by a final, unappealable order or judgment by a
court having jurisdiction over the parties and the subject matter of the dispute
from which no further right of appeal exists. Indemnitee’s
undertaking hereunder need not be secured and shall be accepted without
reference to Indemnitee's financial ability to make repayment if and to the
extent that it shall ultimately be determined as provided in this Agreement that
Indemnitee is not entitled to be indemnified under this Agreement or
otherwise.
(b) Notice/Cooperation by
Indemnitee. Indemnitee shall give the Corporation notice in
writing as soon as practicable of any claim made against Indemnitee for which
indemnification will or could be sought under this Agreement; provided, however,
that the omission so to notify an officer of the Corporation will not relieve
the Corporation from any obligation which it may have to Indemnitee under this
Agreement or otherwise unless and only to the extent that such omission can be
shown to have prejudiced the Corporation. Notice to the Corporation
shall be directed to the Chief Executive Officer of the Corporation and shall be
given in accordance with the provisions of Section 9(d) below. In
addition, Indemnitee shall give the Corporation such information and cooperation
as it may reasonably require and as shall be within Indemnitee's
power.
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(c) Procedure. Any
indemnification and advances provided for in Section 1 and this
Section 2 shall
be made no later than thirty (30) days after receipt of the written request of
Indemnitee. If a claim under this Agreement, under any statute, or
under any provision of the Certificate of Incorporation or Bylaws providing for
indemnification, is not paid in full by the Corporation within thirty (30) days
after a written request for payment thereof has first been received by the
Corporation, Indemnitee may, but need not, at any time thereafter bring an
action against the Corporation to recover the unpaid amount of the claim and,
subject to Section
8 of this Agreement, Indemnitee shall also be entitled to be paid for the
expenses (including reasonable attorneys' fees and disbursements) of bringing
such action. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in connection with any
action, suit or proceeding in advance of its final disposition) that Indemnitee
has not met the standards of conduct which make it permissible under applicable
law for the Corporation to indemnify Indemnitee for the amount claimed, but in
such case, it shall be presumed that Indemnitee has at all times acted in good
faith and in a manner Indemnitee reasonably believed to be in or not opposed to
the best interests of the Corporation and the burden of proving such defense
shall be on the Corporation. Indemnitee shall be entitled to receive
interim payments of expenses pursuant to Section 2(a) unless
and until such defense may be finally adjudicated by a final, unappealable order
or judgment by a court having jurisdiction over the parties and the subject
matter of the dispute from which no further right of appeal
exists. Indemnitee shall be presumed to have acted in good faith if
Indemnitee’s action is based on the records or books of account of the
Corporation, including financial statements, or on information supplied to an
Indemnitee by the officers of the Corporation in the course of their duties, or
on the advice of legal counsel for the Corporation or on information or records
given or reports made to the Corporation by an independent certified public
accountant or by an appraiser or other expert selected with reasonable care by
the Corporation. In addition, the knowledge and/or actions, or
failure to act, of any director, officer, agent or employee of the Corporation,
unless affiliated with Indemnitee, shall not be imputed to Indemnitee for
purposes of determining the right to indemnification under this
Agreement. Furthermore, the Corporation shall conclusively be
presumed to have entered into this Agreement and assumed the obligations imposed
on it to induce Indemnitee to accept the position of, or to continue as an
officer and/or director, as the case may be, of the Corporation. It
is the parties' intention that if the Corporation contests Indemnitee's right to
indemnification, the question of Indemnitee's right to indemnification shall be
for the court to decide, and neither the failure of the Corporation (including
its Board of Directors, any committee or subgroup of the Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
that indemnification of Indemnitee is proper in the circumstances because
Indemnitee has met the applicable standard of conduct required by applicable
law, nor an actual determination by the Corporation (including its Board of
Directors, any committee or subgroup of the Board of Directors, independent
legal counsel, or its stockholders) that Indemnitee has not met such applicable
standard of conduct, shall create a presumption that Indemnitee has or has not
met the applicable standard of conduct.
(d) Notice to
Insurers. If, at the time of the receipt of a notice of a
claim pursuant to Section 2(b) hereof,
the Corporation has director and officer liability insurance in effect, the
Corporation shall give prompt notice of the commencement of such proceeding to
the insurers in accordance with the procedures set forth in the respective
policies (unless Indemnitee's involvement in such proceeding is solely as a
witness or there is otherwise no basis for asserting coverage). The
Corporation shall thereafter take all necessary or desirable action to cause
such insurers to pay, on behalf of the Indemnitee, all amounts payable as a
result of such proceeding in accordance with the terms of such
policies.
(e) Selection of
Counsel. In the event the Corporation shall be obligated under
Section 2(a)
hereof to pay the expenses of any proceeding against Indemnitee, the
Corporation, if appropriate, shall be entitled to assume the defense of such
proceeding with counsel reasonably satisfactory to Indemnitee, upon the delivery
to Indemnitee of written notice of its election so to do. After
delivery of such notice and the retention of such counsel by the Corporation,
the Corporation will not be liable to Indemnitee under this Agreement for any
fees of counsel subsequently incurred by Indemnitee with respect to the same
proceeding, provided that (i) Indemnitee shall have the right to employ counsel
in any such proceeding at Indemnitee's expense; and (ii) if (A) the employment
of counsel by Indemnitee has been previously authorized by the Corporation, (B)
Indemnitee shall have reasonably concluded that there may be a conflict of
interest between the Corporation and Indemnitee in the conduct of any such
defense, (C) the Corporation shall not, in fact, have employed counsel to assume
the defense of such proceeding or (D) the Corporation is not financially or
legally able to perform its indemnification obligations, then the fees and
expenses of Indemnitee's counsel shall be at the expense of the
Corporation.
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(f) Settlement. The
Corporation shall not settle any action or claim in any manner which would
impose any penalty or limitation on Indemnitee that would not be indemnifiable
hereunder or for which indemnification would not be provided by the Corporation
without Indemnitee's written consent.
3.
Additional Indemnification
Rights, Nonexclusivity, Contribution.
(a) Scope. Notwithstanding
any other provision of this Agreement, the Corporation hereby agrees to
indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding
that such indemnification is not specifically authorized by the other provisions
of this Agreement, the Certificate of Incorporation, the Bylaws or by
statute. In the event of any change, after the date of this
Agreement, in any applicable law, statute, or rule which expands the right of a
Delaware corporation to indemnify an officer or member of its board of
directors, such changes shall be deemed to be within the purview of Indemnitee's
rights and the Corporation's obligations under this Agreement. In the
event of any change in any applicable law, statute or rule which narrows the
right of a Delaware corporation to indemnify an officer or member of its board
of directors, such changes, to the extent not otherwise required by such law,
statute or rule to be applied to this Agreement shall have no effect on this
Agreement or the parties' rights and obligations hereunder.
(b) Nonexclusively. The
indemnification provided by this Agreement shall not be deemed exclusive of any
rights to which Indemnitee may be entitled under the Certificate of
Incorporation, the Bylaws, any agreement, any vote of stockholders or
disinterested members of the Corporation's Board of Directors, the General
Corporation Law of the State of Delaware, or otherwise, both as to action in
Indemnitee's official capacity and as to action in another capacity while
holding such office. The indemnification provided under this
Agreement shall continue as to Indemnitee for any action taken or not taken
while serving in an indemnified capacity even though he or she may have ceased
to serve in any such capacity at the time of any action, suit or other covered
proceeding.
(c) Contribution in Event of
Joint Liaiblity.
(i) Subject
to Section 1
hereof, in respect of any action, suit or proceeding in which the Corporation is
jointly liable with Indemnitee (or would be if joined in such action, suit or
proceeding), the Corporation shall pay, in the first instance, the entire amount
of any judgment or settlement of such action, suit or proceeding without
requiring Indemnitee to contribute to such payment and the Corporation hereby
waives and relinquishes any right of contribution it may have against
Indemnitee. The Corporation shall not enter into any settlement of
any action, suit or proceeding in which the Corporation is jointly liable with
Indemnitee (or would be if joined in such action, suit or proceeding) unless
such settlement provides for a full and final release of all claims asserted
against Indemnitee.
(ii) If,
for any reason, Indemnitee shall elect or be required to pay all or any portion
of any judgment or settlement in any action, suit or proceeding in which the
Corporation is jointly liable with Indemnitee and for which the Corporation
would otherwise be obligated to indemnify Indemnitee under this Agreement, the
Corporation shall, to the extent permitted by applicable law, contribute to the
amount of such indemnifiable losses, judgments, fines and amounts paid in
settlement (if such settlement is approved in advance in writing by the
Corporation, which approval shall not be unreasonably withheld) actually and
reasonably incurred and paid or payable by Indemnitee in proportion to the
relative benefits received by the Corporation and all officers, directors or
employees of the Corporation other than Indemnitee, on the one hand, and
Indemnitee, on the other hand, from the transaction from which such action, suit
or proceeding arose; provided, however, that the proportion determined on the
basis of relative benefit may, to the extent necessary to conform to law, be
further adjusted by reference to the relative fault of the Corporation and all
officers, directors or employees of the Corporation other than other indemnitees
who are jointly liable with Indemnitee, on the one hand, and all indemnitees,
including Indemnitee, on the other hand, in connection with the events that
resulted in such indemnifiable losses, judgments, fines or settlement amounts,
as well as any other equitable considerations which the law may require to be
considered. The relative fault of the Corporation and all officers,
directors or employees of the Corporation, other than Indemnitee, on the one
hand, and Indemnitee, on the other hand, shall be determined by reference to,
among other things, the degree to which their actions were motivated by intent
to gain personal profit or advantage, the degree to which their liability is
primary or secondary and the degree to which their conduct is active or
passive.
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(iii) The
Corporation hereby agrees to fully indemnify and hold Indemnitee harmless from
any claims of contribution which may be brought by officers, directors or
employees of the Corporation who may be jointly liable with
Indemnitee.
4. Partial
Indemnification. If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Corporation for some or a portion of
the expenses, judgments, fines or penalties actually or reasonably incurred in
the investigation, defense, appeal or settlement of any civil or criminal
action, suit or proceeding, but not, however, for the total amount thereof, the
Corporation shall nevertheless indemnify Indemnitee for the portion of such
expenses, judgments, fines or penalties to which Indemnitee is
entitled. If Indemnitee is not wholly successful in an action, suit
or proceeding but is successful, on the merits or otherwise, as to one or more
but less than all claims, issues or matters in such action, suit or proceeding,
the Company shall indemnify Indemnitee for all indemnifiable losses actually and
reasonably incurred by Indemnitee or on Indemnitee's behalf in connection with
each successfully resolved claim, issue or matter. For purposes of
this Section 4
and without limitation, the termination of any claim, issue or matter in such an
action, suit or proceeding by dismissal, with or without prejudice, shall be
deemed to be a successful result as to such claim, issue or matter.
5. Mutual
Acknowledgment. Both the Corporation and the Indemnitee
acknowledge that in certain instances, Federal law or applicable public policy
may prohibit the Corporation from indemnifying its officers and directors under
this Agreement or otherwise. Indemnitee understands and acknowledges
that the Corporation may be required in the future to undertake to the
Securities and Exchange Commission to submit the question of indemnification to
a court in certain circumstances for a determination of the Corporation’s right
under public policy to indemnify Indemnitee and, in that event, the Indemnitee’s
rights and the Corporation’s obligations hereunder shall be subject to that
determination.
6. Director and Officer
Liability Insurance. The Corporation shall, from time to time,
make the good faith determination whether or not it is practicable for the
Corporation to obtain and maintain a policy or policies of insurance with a
reputable insurance corporation providing the Indemnitee with coverage for
losses from wrongful acts, and to ensure the Corporation's performance of its
indemnification obligations under this Agreement. In all policies of
director and officer liability insurance, Indemnitee shall be named as an
insured in such a manner as to provide Indemnitee the same rights and benefits
as are accorded to the most favorably insured of the Corporation's officers and
directors. Notwithstanding the foregoing, the Corporation shall have
no obligation to obtain or maintain such insurance if the Corporation determines
in good faith that such insurance is not reasonably available, if the premium
costs for such insurance are disproportionate to the amount of coverage
provided, if the coverage provided by such insurance is limited by exclusions so
as to provide an insufficient benefit, or if Indemnitee is covered by similar
insurance maintained by a parent or subsidiary of the
Corporation. The Corporation shall not be liable under this Agreement
to make any payment of amounts otherwise indemnifiable hereunder if and to the
extent that Indemnitee has otherwise actually received such payment under any
insurance policy, contract, agreement or otherwise.
7. Severability. Nothing
in this Agreement is intended to require or shall be construed as requiring the
Corporation to do or fail to do any act in violation of applicable
law. The Corporation's inability, pursuant to court order, to perform
its obligations under this Agreement shall not constitute a breach of this
Agreement. The provisions of this Agreement shall be severable as
provided in this Section
7. If this Agreement or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify Indemnitee to the full extent permitted
by any applicable portion of this Agreement that shall not have been
invalidated, and the balance of this Agreement not so invalidated shall be
enforceable in accordance with its terms.
8. Exceptions. Any
other provision herein to the contrary notwithstanding, the Corporation shall
not be obligated pursuant to the terms of this Agreement:
(a) Claims Initiated by
Indemnitee. To indemnify or advance expenses to Indemnitee
with respect to proceedings or claims initiated or brought voluntarily by
Indemnitee and not by way of defense, except with respect to proceedings brought
to establish or enforce a right to indemnification under this Agreement or any
other statute or law or otherwise as required under Section 145 of the Delaware
General Corporation Law, but such indemnification or advancement of expenses may
be provided by the Corporation in specific cases if the Board of Directors finds
it to be appropriate;
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(b) Lack of Good
Faith. To indemnify Indemnitee for any expenses incurred by
Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or
interpret this Agreement, if a court having jurisdiction over the parties and
the subject matter of the dispute determines by a final, unappealable order or
judgment from which no further right of appeal exists, that each of the material
assertions made by Indemnitee in such proceeding was not made in good faith or
was frivolous; or
(c) Claims Under Section
16(b). To indemnify Indemnitee for expenses or the payment of
profits on account of any suit in which a final, unappealable decision is
rendered by a court having jurisdiction over the parties and the subject matter
of the dispute for an accounting of profits made from the purchase and sale by
Indemnitee of securities of the Corporation in violation of Section 16(b) of the
Securities Exchange Act of 1934, as amended, or any similar successor
statute.
9. Miscellaneous.
(a) Governing
Law. This Agreement shall be construed under and enforced in
accordance with the internal substantive laws of the State of
Delaware. Any litigation arising out of or incidental to this
Agreement shall be initiated only in a court of competent jurisdiction located
within the State of Delaware. Each party hereby consents to the
personal jurisdiction of the State of Delaware, acknowledges that venue is
proper in any state or Federal court in the State of Delaware, agrees that any
action related to this Agreement must be brought in a state or Federal court in
the State of Delaware and waives any objection that may exist, now or in the
future, with respect to any of the foregoing.
(b) Entire Agreement;
Enforcement of Rights. This Agreement sets forth the entire
agreement and understanding of the parties relating to the subject matter herein
and merges all prior discussions between them. No modification of or
amendment to this Agreement, nor any waiver of any rights under this Agreement,
shall be effective unless in writing signed by the parties to this
Agreement. The failure by either party to enforce any rights under
this Agreement shall not be construed as a waiver of any rights of such
party.
(c) Construction. This
Agreement is the result of negotiations between and has been reviewed by each of
the parties hereto and their respective counsel, if any; accordingly, this
Agreement shall be deemed to be the product of all of the parties hereto, and no
ambiguity shall be construed in favor of or against any one of the parties
hereto.
(d) Notices. All
notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given on the date of personal
delivery; or on the date of electronic confirmation of receipt, if sent by
telecopier; or three (3) days after deposit in the United States mail, if mailed
by certified or registered mail, return receipt requested (postage prepaid); or
one (1) day after delivery by a reputable overnight courier (delivery charges
prepaid), as follows:
(i) If
to Indemnitee, to the address set forth below Indemnitee's signature
hereto.
(ii) If to the Corporation,
to:
Aerosonic
Corporation
0000
Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxxxx,
Xxxxxxx 00000
Attention:
Xxxxxxx X. Xxxxxxx,
President
and Chief Executive Officer
Telephone:
000-000-0000
Facsimile:
000-000-0000
with a
copy sent at the same time and by the same means to:
Hill
Xxxx Xxxxxxxxx
0000 Xxxx
xx Xxxxxxx Xxxxx
000 Xxxx
Xxxxxxx Xxxxxxxxx
Xxxxx,
XX 00000
Attention: Xxxxx
X. Xxxxxx
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Telephone:
000-000-0000
Fax:
000-000-0000
or to
such other address as may have been furnished to Indemnitee by the Corporation
or to the Corporation by Indemnitee, as the case may be.
(e) Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one
instrument.
(f) Successors
and Assigns. This Agreement shall be
binding upon the Corporation and its successors and assigns, and inure to the
benefit of Indemnitee and Indemnitee's heirs, legal representatives and
assigns.
(g) Modification and
Waiver. No supplement, modification, termination or amendment
of this Agreement shall be binding unless executed in writing by both of the
parties hereto. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions hereof
(whether or not similar) nor shall such waiver constitute a continuing
waiver.
(h) Subrogation. In
the event of payment under this Agreement, the Corporation shall be subrogated
to the extent of such payment to all of the rights of recovery of Indemnitee,
who shall execute all documents required and shall do all acts that may be
necessary to secure such rights and to enable the Corporation to effectively
bring suit to enforce such rights.
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IN WITNESS WHEREOF, the
parties hereto have executed this Indemnification Agreement as an instrument
under seal as of the day and year set forth on the first page of this
Agreement.
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AEROSONIC
CORPORATION
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Name:
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Title:
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INDEMNITEE:
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Name:
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Address:
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