Exhibit 10.11
TECHNITROL, INC.
INDEMNIFICATION AGREEMENT
This Indemnification Agreement is made this ___ day of ________, 2001
between _________________ ("Indemnitee") and Technitrol, Inc., a Pennsylvania
corporation ("Technitrol").
In consideration of the mutual covenants and conditions set forth below,
the parties hereto, intending to be legally bound, hereby agree as follows
1. Technitrol shall indemnify the Indemnitee in any instance whereby the
Indemnitee was or is 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 Technitrol) by reason of the fact that he is or was a director or
officer of Technitrol, or is or was serving at the request of Technitrol as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys, fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
Technitrol, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his 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 the Indemnitee did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of
Technitrol, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
2. Technitrol shall indemnify the Indemnitee in any instance whereby the
Indemnitee was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of Technitrol
to procure a judgment in its favor by reason of the fact that he is or was a
director or officer of Technitrol, or is or was serving at the request of
Technitrol as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys, fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of Technitrol.
No such indemnification against expenses shall be made, however, in respect of
any claim, issue or matter as to which the Indemnitee shall have been adjudged
to be liable for negligence or misconduct in the performance of his duty to
Technitrol unless and only to the extent that the Court of Common Pleas of the
county in which the registered office of Technitrol is located or the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, the Indemnitee is fairly and reasonably entitled to indemnity for such
expenses which the Court of Common Pleas or such other court shall deem proper.
3. Indemnification under paragraphs 1 and 2 of this Agreement shall be made
by Technitrol when ordered by a court or upon a determination that
indemnification of the Indemnitee is proper in the circumstances because he has
met the applicable standard of conduct set forth in those paragraphs. Such
determination shall be made (1) by the board of directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion or (3) by the stockholders.
4. In addition to and notwithstanding the limited indemnification provided
in paragraphs 1, 2 and 3 of this Agreement, Technitrol shall indemnify and hold
harmless the Indemnitee of, from and against any and all liability, expenses
(including attorneys' fees), claims, judgments, fines and amounts paid in
settlement, actually incurred by the Indemnitee in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including but not limited to any
action by or in the right of Technitrol), to which the Indemnitee is, was or at
any time becomes, a party, or is threatened to be made a party, by reason of the
fact that the Indemnitee is, was or at any time becomes, a director or officer
of Technitrol, or is or was serving or at any time serves at the request of
Technitrol, as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other person of any nature whatsoever.
Nothing contained in this paragraph 4 shall authorize Technitrol to provide, or
entitle the Indemnitee to receive, indemnification for any action taken, or
failure to act, which action or failure to act is determined by a court to have
constituted willful misconduct or recklessness.
5. Expenses incurred in defending a civil or criminal action, suit or
proceeding of the kind described in paragraphs 1, 2 and 4 of this Agreement
shall be paid by Technitrol in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking, by or on behalf of the
Indemnitee, to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by Technitrol.
6. The indemnification, advancement of expenses and limitation of liability
provided in this Agreement shall continue as the Indemnitee has ceased to be a
director or officer of the corporation and shall inure to the benefit of the
heirs, executors and administrators of the Indemnitee.
7. Nothing herein contained shall be construed as limiting the power or
obligation of Technitrol to indemnify the Indemnitee in accordance with the
Pennsylvania Business Corporation Law as amended from time to time or in
accordance with any similar law adopted in lieu thereof. The indemnification and
advancement of expenses provided under this Agreement shall not be deemed
exclusive of any other rights to which the Indemnitee seeking indemnification or
advancement of expenses may be entitled under any agreement, vote of
shareholders or directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding that office.
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8. Technitrol shall also indemnify the Indemnitee against expenses,
including attorneys, fees, actually and reasonably incurred by him in enforcing
any right to indemnification under this Agreement, under the Pennsylvania
Business Corporation Law as amended from time to time or under any similar law
adopted in lieu thereof.
9. The Indemnitee, having been asked to serve as director, officer,
employee or agent of Technitrol or serving, at the request of Technitrol, as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, is deemed to do so with knowledge of and in
reliance upon the rights of indemnification provided in this Agreement, in the
Pennsylvania Business Corporation Law as amended from time to time and in any
similar law adopted in lieu thereof.
10. This Agreement shall be subject to and construed and enforced in
accordance with the laws of the Commonwealth of Pennsylvania, without giving
effect to principles of conflicts of laws.
11. This Agreement may be executed in one or more counterparts, all of
which together shall constitute a single instrument.
12. This Agreement contains the entire understanding between Technitrol and
the Indemnitee relating to the subject matter hereof and supercedes any prior
understanding, arrangement or agreement relating to the subject matter hereof.
This Agreement may not be modified in any manner, except by written amendment
duly executed by each of the parties hereto. This Agreement may not be assigned
by either party without the prior written consent of the other party.
IN WITNESS WHEREOF, the parties hereto, with the intent to be legally bound
hereby, have duly executed this Agreement on the date indicated above.
TECHNITROL, INC.
By:
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Name:
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Title:
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[Indemnitee]
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