Exhibit 10(ff)
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INDEMNIFICATION AGREEMENT
This Indemnification Agreement (the "Agreement"), made as of June 6,
2001, by and between FPIC INSURANCE GROUP, INC., a Florida corporation (the
"Company"), and XXXX X. XXXXXXXX, XX., a director and/or officer of the
Company (the "Indemnitee").
W I T N E S S E T H T H A T:
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WHEREAS, the Company desires to retain and attract as directors and
officers the most capable persons available; and
WHEREAS, the Company and Indemnitee recognize that Indemnitee is unable
to acquire adequate or reliable advance knowledge or guidance with respect to
the legal risks and potential civil liabilities to which she may become
personally exposed as a result of performing her duties in good faith for the
Company; and
WHEREAS, the Company and Indemnitee recognize that the cost of
defending against such lawsuits, whether or not meritorious, is typically beyond
the financial resources of most individuals; and
WHEREAS, the Articles of Incorporation and Bylaws of the Company permit
the Company to indemnify its officers and directors to the fullest extent
permitted by law; and
WHEREAS, Section 607.0850 of the Florida Statutes sets forth certain
provisions relating to the indemnification of officers and directors of a
Florida corporation by such corporation; and
WHEREAS, the Company desires to have Indemnitee continue to serve as an
officer and/or director of the Company free from any undue concern, from
unpredictable, inappropriate or unreasonable civil risks and personal civil
liabilities, by reason of acting in good faith in the performance of her duties
to the Company and Indemnitee desires to continue to serve as an officer and/or
director of the Company; provided, on the express condition, that she is
furnished with the indemnity set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
below and based on the premises set forth above, the Company and Indemnitee do
hereby agree as follows:
1. Definitions. As used in the Agreement:
(a) The term "Proceeding" shall include any threatened, pending or
completed action, suit or proceeding, whether brought in the name of the Company
or otherwise and whether of civil, administrative or investigative nature,
including, but not limited to, actions, suits, or proceedings brought under
and/or predicated upon the Securities Act of 1933, as amended, and/or the
Securities Exchange Act of 1934, as amended, and/or their respective state
counterparts and/or any rule or regulation promulgated thereunder, in which
Indemnitee may be or may have been involved as a party or otherwise, by reason
of any action taken by her or any inaction on her part while acting as such
director and/or officer or by reason of the fact that she is or was serving at
the request of the Company as a director, officer, employee or agent of another
corporation,
partnership, joint venture, trust or other enterprise, whether or not she is
serving in such capacity at the time any liability or expense is incurred for
which indemnification or reimbursement can be provided under this Agreement.
The term "Proceeding" shall not include any criminal action or
proceeding.
(b) The term "Expenses" includes, without limitation thereto,
expenses of investigations, judicial or administrative proceedings or appeals,
amounts paid in settlement by or on behalf of Indemnitee, attorneys' fees and
disbursements and any expenses of establishing a right to indemnification under
Paragraph 7 of this Agreement, but shall not include the amount of judgments,
fines or penalties actually levied against Indemnitee and shall not include any
Expenses incurred in connection with any criminal Proceeding.
(c) References to "other enterprise" shall include employee benefit
plans; references to "fines" shall include an excise tax assessed with respect
to any employee benefit plan; references to "serving at the request of the
Company" shall include any service as a director, officer, employee or agent of
the Company which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; references to "employee benefit plans" shall
include, and not be limited to, stock option plans, stock award plans, stock
purchase plans, 401(k) plans, pension plans, health and welfare plans, and
retirement plans; and a person who acts in good faith and in a manner she
reasonably believes to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Company" as referred to in this Agreement.
2. Agreement to Serve. Indemnitee agrees to serve or continue to
serve as a director and/or officer of the Company at the will of the Company or
under separate contract, as the case may be, for so long as she is duly elected
or appointed or until such time as she tenders her resignation in writing.
3. Indemnity in Third Party Proceedings. The Company shall
indemnify Indemnitee in accordance with the provisions of this section if
Indemnitee is a party to or threatened to be made a party to or otherwise
involved in any Proceeding (other than a Proceeding by or in the name of the
Company to procure a judgment in its favor), by reason of the fact that
Indemnitee is or was a director and/or officer of the Company or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
against all Expenses, judgments, fines and penalties, actually and reasonably
incurred by Indemnitee in connection with the defense or settlement of such
Proceeding, provided it is determined pursuant to Paragraph 7 of this Agreement
or by the court before which such action was brought, that Indemnitee acted in
good faith and in a manner which she reasonably believed to be in good faith and
in a manner she believed to be in or not opposed to the best interests of the
Company.
4. Indemnity in Proceedings By or in the Name of the Company. The
Company shall indemnify Indemnitee in accordance with the provisions of this
section if Indemnitee is a party to or threatened to be made a party to or
otherwise involved in any Proceeding by or in the name of the Company to procure
a judgment in its favor by reason of the fact that Indemnitee was or is a
director and/or officer of the Company or is or was serving at the request of
the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against all Expenses
actually and reasonably incurred by Indemnitee in connection with the defense or
settlement of such Proceeding, but only if she acted in good faith and in a
manner which she reasonably believed to be in or not opposed to the best
interests of the
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Company, except that no indemnification for Expenses shall be made under this
Paragraph 4 in respect of any claim, issue or matter as to which Indemnitee
shall have been adjudged to be liable to the Company, unless and only to the
extent that any court in which such Proceeding is brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, Indemnitee is fairly and reasonably entitled to
indemnity for such expenses as such court shall deem proper.
5. Indemnification of Expenses of Successful Party. Notwithstanding
any other provisions of this Agreement, to the extent that Indemnitee has been
successful on the merits or otherwise, in defense of any Proceeding or in
defense of any claim, issue or matter therein, including the dismissal of an
action without prejudice, Indemnitee shall be indemnified against all Expenses
incurred in connection therewith.
6. Advances of Expenses. The Expenses incurred by Indemnitee
pursuant to Paragraphs 3 and 4 in any Proceeding shall be paid by the Company in
advance at the written request of Indemnitee, if Indemnitee shall undertake to
repay such amount to the extent that it is ultimately determined that Indemnitee
is not entitled to indemnification.
7. Right of Indemnitee to Indemnification Upon Application;
Procedure Upon Application. Any indemnification or advance under Paragraphs 3,
4, and/or 6 hereof shall be made no later than 45 days after receipt of the
written request of Indemnitee, unless a determination is made within such 45 day
period by (a) the Board of Directors of the Company by a majority vote of a
quorum thereof consisting of directors who were not parties to such Proceedings,
or (b) independent legal counsel in a written opinion (which counsel shall be
appointed if such a quorum is not obtainable), that Indemnitee has not met the
relevant standards for indemnification set forth in Paragraphs 3 and 4.
The right to indemnification or advances as provided by this Agreement
shall be enforceable by Indemnitee in any court of competent jurisdiction. The
burden of proving that indemnification or advances are not appropriate shall be
on the Company. Neither the failure of the Company (including its Board of
Directors or independent legal counsel) to have made a determination prior to
the commencement of such action that indemnification or advances are proper in
the circumstances because Indemnitee has met the applicable standard of conduct,
nor an actual determination by the Company (including its Board of Directors or
independent legal counsel) that Indemnitee has met such applicable standard of
conduct, shall be a defense to the action or create a presumption that
Indemnitee has not met the applicable standard of conduct. Indemnitee's Expenses
incurred in connection with successfully establishing her right to
indemnification or advances, in whole or in part, in any such Proceeding shall
also be indemnified by the Company.
8. Indemnification Hereunder Not Exclusive. The indemnification
provided by this Agreement shall not be deemed exclusive of any other rights to
which Indemnitee may be entitled under the Company's Articles of Incorporation,
Bylaws, or another capacity while holding such office. The indemnification under
this Agreement shall continue as to Indemnitee even though she may have ceased
to be a director and/or officer of the Company and shall inure to the benefit of
the heirs and personal representatives of Indemnitee.
9. Partial Indemnification. If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of the Expenses, judgments, fines or penalties actually and reasonably
incurred by her in the investigation, defense, appeal or settlement of any
Proceeding but not, however, for the total amount thereof, the Company shall
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nevertheless indemnify Indemnitee for the portion of such Expenses, judgments,
fines or penalties to which Indemnitee is entitled.
10. Presumption of Indemnification. For purposes of this Agreement,
determination of any Proceeding, suit or proceeding by any means shall not
create a presumption that Indemnitee did not meet any particular standard of
conduct; act in the best interests of the Company; have any particular belief;
or that a court has determined that indemnification is not permitted by
applicable law.
11. Liability Insurance. To the extent that Company maintains an
insurance policy or policies providing directors' and officers' liability
insurance, Indemnitee shall be covered by such policy or policies, in accordance
with its or their terms, to the maximum extent of the coverage available for any
director and/or officer of the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
FPIC INSURANCE GROUP, INC.
By_______________________________________
Xxxx X. Xxxxx, President and Chief
Executive Officer
INDEMNITEE:
By_______________________________________
Xxxx X. Xxxxxxxx, Xx.
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