Exhibit 10.15
FORM OF
INDEMNITY AGREEMENT
This indemnity agreement made the day of ,
Between: XXXXX XXXXX & SONS INC., a corporation amalgamated
under the laws of Canada and having its head office at
0000, Xxxxxxxx Xxxxxx, Xxxxxxxx, (Xxxxxx) X0X 0X0
(hereinafter called "Birks")
And: XX Director (or an Officer),
having a place of business at
(hereinafter called "XX")
WHEREAS Birks is amalgamated under the laws of Canada;
WHEREAS Birks has requested that XX act as a Director (or an Officer) of
Birks;
WHEREAS XX has agreed to act as a Director of Birks upon the condition that
Birks provide this indemnity;
In consideration of the premises and the mutual covenants herein contained the
parties hereto agree as hereinafter set forth:
1. Birks will indemnify and save harmless XX as follows:
1.1 except in respect to actions by or on behalf of Birks to procure a
judgment in its favor, Birks will indemnify XX against any and all
costs, charges, expenses, fines, and penalties, including any amounts
paid to settle an action or investigative proceeding or satisfy a
judgment or investigative determination, which are reasonably incurred
by XX in respect of any civil, criminal, or administrative action or
proceeding to which XX is made a party by reason of being or having
been a Director (or an Officer) of Birks provided that:
AMENDED INDEMNITY AGREEMENT
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o (I) XX acted honestly and in good faith with a view to the best
interest of Birks; and
o (II) in the case of criminal or administrative action or
proceeding that is enforced by a monetary penalty, XX had
reasonable grounds for believing that her/his conduct was lawful.
1.2. in respect to actions by or on behalf of Birks to procure a judgment
in its favor to which XX is made a party by reason of being or having
been a Director (or an Officer) XX of Birks, Birks will (to the extent
required by law) apply to a court of competent jurisdiction for an
order approving the indemnity of XX and subject to such approval when
required by law, Birks will indemnify XX respecting any and all costs,
charges and expenses reasonably incurred by XX in connection with such
action provided XX acted in accordance with paragraphs 1.1 (I) and
1.1(II) hereof.
1.3. Birks will indemnify XX against all costs, charges and expenses
reasonably incurred by XX in connection with the defense of any civil,
criminal, or administrative action or proceeding to which XX is made a
party by reason of being or having been a Director (or Officer) of
Birks provided that:
o XX acted in accordance to paragraphs 1.1 (I) and 1.1 (II) hereof
with respect to the behavior which is the subject of the action
or proceeding and with respect to the conduct of its defense or
her/his participation in the proceeding.
2. Birks will advance or pay to XX from time to time, but no more frequently
than monthly, amount required by XX, and claimed by XX in order to pay the
cost of participation in any action or investigation or like proceeding,
including derivative actions. Such amounts shall include sums sufficient to
cover all legal fees and expenses incurred or to be incurred by XX, on a
solicitor to client basis.
When advances are made to cover cost or expenses such shall be reasonable
and shall not exceed the foreseeable costs, fees/expenses to cover amounts
due during the following month.
AMENDED INDEMNITY AGREEMENT
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3. This agreement is severable and in the event that a part or portion of a
provision contained herein is rendered to be void, the remaining part or
portion thereof and the remaining provisions of this agreement shall be
deemed to be in full force and effect and binding upon the parties hereto.
4. No provision contained in this agreement shall prevent XX from resigning as
a Director (or an Officer) of Birks.
5. This agreement shall be interpreted in accordance with the law of the
Province of Quebec.
6. This agreement shall enure to and be binding upon the parties hereto, and
upon their personal representatives, heirs, successors and assigns.
7. In witness whereof the parties hereto have duly executed this agreement on
the day and year first above written.
8. This agreement has been drawn up in the English language at the express
request of the parties.
XXXXX XXXXX & SONS INC. / XXXXX XXXXX ET FILS INC.
per: ______________________________
Name:
Title:
Director / Officer
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Signature
