INDEMNIFICATION AGREEMENT
Exhibit
10.2
THIS
INDEMNIFICATION AGREEMENT is made effective as of the 14th day of
August, 2007, by and between IR BioSciences Holdings, Inc., a Delaware
corporation (the "Company") and Xxxxxx X Xxxxxx, Director
("Indemnitee").
WHEREAS,
it is essential to the Company to retain and attract as directors and executive
officers the most capable persons available;
WHEREAS,
Indemnitee has recently become, or continues to serve as a director of the
Company;
WHEREAS,
the Bylaws and the Certificate of Incorporation of the Company require the
Company to indemnify its directors and officers to the fullest extent permitted
by law and Indemnitee is serving as a director or executive officer of the
Company, in part, in reliance on such Bylaws and Certificate of Incorporation;
and
WHEREAS,
in recognition of Indemnitee's need for substantial protection against personal
liability, to maintain Indemnitee's continued service to the Company in an
effective manner in reliance on the aforesaid Bylaws and Certificate of
Incorporation, in part, to provide Indemnitee with specific contractual
assurance that the protection promised by such Bylaws and Certificate of
Incorporation will be available to Indemnitee (regardless of, among other
things, any amendment to or revocation of such Bylaws and Certificate of
Incorporation or any change in the composition of the Company's Board of
Directors or any acquisition transaction relating to the Company), the Company
desires to provide in this Agreement for the indemnification of and the advance
of expenses to Indemnitee to the fullest extent (whether partial or complete)
permitted by law, as set forth in this Agreement and, to the extent officers’
and directors’ liability insurance is maintained by the Company, to provide for
continued coverage of Indemnitee under the Company's officers' and directors'
liability insurance policies.
NOW,
THEREFORE, in consideration of the covenants contained herein and of
Indemnitee's continuing service to the Company directly, or at its request,
other enterprises, and intending to be legally bound thereby, the parties hereto
agree as follows:
1. CERTAIN
DEFINITIONS
(a)
Acquiring Person: shall mean any Person other than: (i) the Company; (ii) any
of
the Company's Subsidiaries; (iii) any employee benefit plan of the Company
or of
a Subsidiary of the Company or of a corporation owned directly or indirectly
by
the stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company; or (iv) any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or of a
Subsidiary of the Company or of a corporation owned directly or indirectly
by
the stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.
(b)
Change in Control: shall be deemed to have occurred if: (i) any Acquiring Person
is, or becomes the "beneficial owner" (as defined in Rule 13d-3 and 14d-1 under
the Securities and Exchange Act of 1934, as amended (the "Exchange Act")),
directly or indirectly, of securities of the Company representing 50% or more
of
the combined voting power or more of the then outstanding Voting Securities
of
the Company; or (ii) members of the Incumbent Board cease for any reason to
constitute at least a majority of the Board of Directors of the Company; or
(iii) any reverse merger in which the Company is the surviving entity but in
which securities possessing more than fifty percent (50%) of the total combined
voting power of the Company's outstanding securities are transferred to a person
or persons different from those who held such securities immediately prior
to
such merger; or (iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets (or, if no such
approval is required, the consummation of such a liquidation, sale, or
disposition in one transaction or series of related transactions) other than
a
liquidation, sale, or disposition of all or substantially all of the Company's
assets in one transaction or a series of related transactions to a corporation
owned directly or indirectly by the stockholders of the Company in substantially
the same proportions as their ownership of stock of the Company.
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(c)
Claim: any threatened, pending, or completed action, suit, proceeding or
alternative dispute resolution mechanism (including, without limitation,
securities laws actions, suits, and proceedings), or any inquiry, hearing or
investigation (including discovery), whether conducted by the Company or any
other party, that Indemnitee in good faith believes might lead to the
institution of any action, suit, proceeding or alternative dispute resolution
mechanism whether civil, criminal, administrative, investigative, or
other.
(d)
Expenses: include attorneys' fees and all other costs, travel expenses, fees
of
experts, transcript costs, filing fees, witness fees, telephone charges,
postage, delivery service fees, expenses and obligations of any nature
whatsoever paid or incurred in connection with investigating, defending, being
a
witness in or participating in (including on appeal), or preparing to defend,
be
a witness in or participate in any Claim relating to any Indemnifiable
Event.
(e)
Incumbent Board: individuals, who, as of July,, 2003 constitute the Board of
Directors of the Company and any other individual who becomes a director of
the
Company after that date and whose election or appointment by the Board of
Directors or nomination for election by the Company's stockholders was approved
by a vote of at least a majority of the directors then comprising the Incumbent
Board.
(f)
Indemnifiable Event: any event or occurrence related to the fact that Indemnitee
is or was a director, officer, employee, agent, or fiduciary of the Company,
or
is or was serving at the request of the Company as a director, officer,
employee, trustee, agent, or fiduciary of another corporation, partnership,
joint venture, employee benefit plan, trust, or other enterprise, or by reason
of anything done or not done by Indemnitee in any such capacity. For purposes
of
this Agreement, the Company agrees that Indemnitee's service on behalf of or
with respect to any Subsidiary of the Company shall be deemed to be at the
request of the Company.
(g)
Independent Legal Counsel: special, independent counsel selected by Indemnitee
and approved by the Company (which approval shall not be unreasonably withheld),
and who has not otherwise performed services for the Company or for Indemnitee
within the last five years (other than as Independent Legal Counsel under this
Agreement or similar agreements). Independent Legal Counsel shall not be any
person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the Company
or Indemnitee in an action to determine Indemnitee's rights under this
Agreement, nor shall Independent Legal Counsel be any person who has been
sanctioned or censured for ethical violations of applicable standards of
professional conduct.
(h)
Person: any person or entity of any nature whatsoever, specifically including
an
individual, a firm, a company, a corporation, a partnership, a limited liability
company, a trust, or other entity. A Person, together with that Person's
Affiliates and Associates (as those terms are defined in Rule 12b-2 under the
Exchange Act), and any Persons acting as a partnership, limited partnership,
joint venture, association, syndicate, or other group (whether or not formally
organized), or otherwise acting jointly or in concert or in a coordinated or
consciously parallel manner (whether or not pursuant to any express agreement),
for the purpose of acquiring, holding, voting, or disposing of securities of
the
Company with such Person, shall be deemed a single "Person."
(i)
Potential Change in Control: shall be deemed to have occurred if (i) the Company
enters into an agreement, the consummation of which would result in the
occurrence of a Change in Control; (ii) any Person (including the Company)
publicly announces an intention to take or to consider taking actions that,
if
consummated, would constitute a Change in Control; (iii) any Acquiring Person
who is or becomes the beneficial owner, directly or indirectly, of securities
of
the Company representing 10% or more of the combined voting power of the then
outstanding Voting Securities of the Company increases its beneficial ownership
of such securities by 5% or more over the percentage so owned by that Person
on
the date of this Agreement; or (iv) the Board of Directors of the Company adopts
a resolution to the effect that, for purposes of this Agreement, a Potential
Change in Control has occurred.
(j)
Reviewing Party: any appropriate person or body consisting of a member or
members of the Company's Board of Directors or any other person or body
appointed by the Board who is not a party to the particular Claim for which
Indemnitee is seeking indemnification or Independent Legal Counsel.
(k)
Subsidiary: with respect to any Person, any corporation or other entity of
which
a majority of the voting power of the voting equity securities or equity
interest is owned, directly or indirectly, by that Person.
(l)
Voting Securities: any securities that vote generally in the election of
directors, in the admission of general partners, or in the selection of any
other similar governing body.
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2. BASIC
INDEMNIFICATION AND EXPENSE REIMBURSEMENT ARRANGEMENT
(a)
If
Indemnitee was, is, or becomes a party to or witness or other participant in,
or
is threatened to be made a party to or witness or other participant in, a Claim
by reason of (or arising in part out of) an Indemnifiable Event, the Company
shall indemnify Indemnitee to the fullest extent permitted by law as soon as
practicable but in any event no later than 30 days after written demand is
presented to the Company, against any and all Expenses, judgments, fines,
penalties, or amounts paid in settlement (including all interest, assessments,
and other charges paid or payable in connection with or in respect of such
Expenses, judgments, fines, penalties, or amounts paid in settlement) of or
with
respect to that Claim and any federal, state, local or foreign taxes imposed
on
the Indemnitee as a result of the actual or deemed receipt of any payments
under
this Agreement (including the creation of the trust referred to in Section
4
hereof). Notwithstanding anything in this Agreement to the contrary and except
as provided in Section 5, prior to a Change in Control, Indemnitee shall not
be
entitled to indemnification pursuant to this Agreement in connection with any
Claim initiated by Indemnitee against the Company or any director or officer
of
the Company unless the Company has joined in or consented to the initiation
of
such Claim. Notwithstanding the foregoing, the obligations of the Company under
Section 2(a) shall be subject to the condition that the Reviewing Party shall
not have determined (in a written opinion, in any case in which Independent
Legal Counsel referred to in Section 3 hereof is involved) that Indemnitee
would
not be permitted to be indemnified under applicable law. Nothing contained
in
this Agreement shall require any determination under this Section 2(a) to be
made by the Reviewing Party prior to the disposition or conclusion of the Claim
against the Indemnitee; provided, however, that Expense Advances shall continue
to be made by the Company pursuant to and to the extent required by the
provisions of Section 2(b).
(b)
If so
requested by Indemnitee, the Company shall pay any and all Expenses incurred
by
Indemnitee (or, if applicable, reimburse Indemnitee for any and all Expenses
incurred by Indemnitee and previously paid by Indemnitee) within five business
days after such request (an "Expense Advance"). The Company shall be obligated
to make or pay an Expense Advance in advance of the final disposition or
conclusion of any Claim including legal fees and other expenses expected to
be
incurred. In connection with any request for an Expense
Advance, if requested by the Company, Indemnitee or Indemnitee's counsel shall
submit an affidavit stating that the Expenses incurred were reasonable. Any
dispute as to the reasonableness of any Expense shall not delay an Expense
Advance by the Company, and the Company agrees that any such dispute shall
be
resolved only upon the disposition or conclusion of the underlying Claim against
the Indemnitee. If, when, and to the extent that the Reviewing Party determines
that Indemnitee would not be permitted to be indemnified with respect to a
Claim
under applicable law, the Company shall be entitled to be reimbursed by
Indemnitee and Indemnitee hereby agrees to reimburse the Company without
interest (which agreement shall be an unsecured obligation of Indemnitee) for
all related Expense Advances theretofore made or paid by the Company; provided,
however, that if Indemnitee has commenced legal proceedings in a court of
competent jurisdiction to secure a determination that Indemnitee should be
indemnified under applicable law, any determination made by the Reviewing Party
that Indemnitee would not be permitted to be indemnified under applicable law
shall not be binding and Indemnitee shall not be required to reimburse the
Company for any Expense Advance, and the Company shall be obligated to continue
to make Expense Advances, until a final judicial determination is made with
respect thereto (as to which all rights of appeal therefrom have been exhausted
or lapsed). If there has not been a Change in Control, the Reviewing Party
shall
be selected by the Board of Directors of the Company. If there has been a Change
in Control, the Reviewing Party shall be advised by or shall be the Independent
Legal Counsel referred to in Section 3 hereof, if and as Indemnitee so requests.
If there has not been any determination by the Reviewing Party or if the
Reviewing Party determines that Indemnitee substantively would not be permitted
to be indemnified in whole or in part under applicable law, Indemnitee shall
have the right to commence litigation in any court of the State of Arizona
having subject matter jurisdiction thereof and in which venue is proper seeking
an initial determination by the court or challenging any such determination
by
the Reviewing Party or any aspect thereof, and the Company hereby consents
to
service of process and to appear in any such proceeding. Any determination
by
the Reviewing Party otherwise shall be conclusive and binding on the Company
and
Indemnitee.
3. CHANGE
IN CONTROL
The
Company agrees that, if there is a Change in Control and if Indemnitee requests
in writing that Independent Legal Counsel advise the Reviewing Party or be
the
Reviewing Party, then the Company shall not deny any indemnification payments
(and Expense Advances shall continue to be paid by the Company pursuant to
Section 2(b)) that Indemnitee requests or demands under this Agreement or any
other agreement or law now or hereafter in effect relating to Claims for
Indemnifiable Events. The Company further agrees not to request or seek
reimbursement from Indemnitee of any related Expense Advances unless, with
respect to a denied indemnification payment, Independent Legal Counsel has
rendered its written opinion to the Company and Indemnitee that the Company
would not be permitted under applicable law to pay Indemnitee such
indemnification payment. The Company agrees to pay the reasonable fees of
Independent Legal Counsel referred to in this Section 3 and to indemnify fully
Independent Legal Counsel against any and all expenses (including attorneys'
fees), claims, liabilities, and damages arising out of or relating to this
Agreement or Independent Legal Counsel's engagement pursuant
hereto.
4. ESTABLISHMENT
OF TRUST
In
the
event of a Potential Change in Control, the Company shall, upon written request
by Indemnitee, create a trust for the benefit of Indemnitee (the "Trust") and
from time to time upon written request of Indemnitee the Company shall fund
the
Trust in an amount sufficient to satisfy any and all Expenses reasonably
anticipated at the time of each such request to be incurred in connection with
investigating, preparing for, and defending any Claim relating to an
Indemnifiable Event, and any and all judgments, fines, penalties, and settlement
amounts of any and all Claims relating to an Indemnifiable Event from time
to
time actually paid or claimed, reasonably anticipated, or proposed to be paid.
The amount or amounts to be deposited in the Trust pursuant to the foregoing
funding obligation shall be determined by the Reviewing Party, in any situation
in which Independent Legal Counsel referred to in Section 3 is involved. The
terms of the Trust shall provide that, upon a Change in Control, (i) the Trust
shall not be revoked or the principal thereof invaded, without the written
consent of Indemnitee; (ii) the trustee of the Trust shall advance, within
five
business days of a request by Indemnitee, any and all Expenses to Indemnitee
(and Indemnitee hereby agrees to reimburse the Trust under the circumstances
in
which Indemnitee would be required to reimburse the Company for Expense Advances
under Section 2(b) of this Agreement); (iii) the Trust shall continue to be
funded by the Company in accordance with the funding obligation set forth above;
(iv) the trustee of the Trust shall promptly pay to Indemnitee all amounts
for
which Indemnitee shall be entitled to indemnification pursuant to this Agreement
or otherwise; and (v) all unexpended funds in that Trust shall revert to the
Company upon a final determination by the Reviewing Party or a court of
competent jurisdiction, as the case may be, that Indemnitee has been fully
indemnified under the terms of this Agreement. The trustee of the Trust shall
be
chosen by Indemnitee. Nothing in this Section 4 shall relieve the Company of
any
of its obligations under this Agreement. All income earned on the assets held
in
the trust shall be reported as income by the Company for federal, state, local
and foreign tax purposes.
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5. INDEMNIFICATION
FOR ADDITIONAL EXPENSES
The
Company shall indemnify Indemnitee against any and all costs and expenses
(including attorneys' and expert witnesses' fees) and, if requested by
Indemnitee, shall (within five business days of that request) advance those
costs and expenses to Indemnitee, that are incurred by Indemnitee in connection
with any claim asserted against or action brought by Indemnitee for (i)
indemnification or advance payment of Expenses by the Company under this
Agreement or any other agreement or provision of the Company's Certificate
of
Incorporation or Bylaws now or hereafter in effect relating to Claims for
Indemnifiable Events and/or (ii) recovery under any directors' and officers'
liability insurance policies maintained by the Company, regardless of whether
Indemnitee ultimately is determined to be entitled to that indemnification,
advance expense payment, or insurance recovery, as the case may be.
6. PARTIAL
INDEMNITY
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,
penalties, and amounts paid in settlement of a Claim but not, however, for
all
of the total amount thereof, the Company shall nevertheless indemnify Indemnitee
for the portion thereof to which Indemnitee is entitled. Moreover,
notwithstanding any other provision of this Agreement, to the extent that
Indemnitee has been successful on the merits or otherwise in defense of any
or
all Claims relating in whole or in part to an Indemnifiable Event or in defense
of any issue or matter therein, including dismissal without prejudice,
Indemnitee shall be indemnified against all Expenses incurred in connection
therewith.
7. CONTRIBUTION
(a)
Contribution Payment: To the extent the indemnification provided for under
any
provision of this Agreement is determined (in the manner hereinabove provided)
not to be permitted under applicable law, then if Indemnitee was, is, or becomes
a party to or witness other participant in, or is threatened to be made a party
to or witness or other participant in, a Claim by reason of (or arising in
part
out of) an Indemnifiable Event, the Company, in lieu of indemnifying Indemnitee,
shall contribute to the amount of any and all Expenses, judgments, fines, or
penalties assessed against or incurred or paid by Indemnitee on account of
that
Claim and any and all amounts paid in settlement of that Claim (including all
interest, assessments, and other charges paid or payable in connection with
or
in respect of such Expenses, judgments, fines, penalties, or amounts paid in
settlement) for which such indemnification is not permitted ("Contribution
Amounts"), in such proportion as is appropriate to reflect the relative fault
with respect to the Indemnifiable Event giving rise to the Contribution Amounts
of Indemnitee, on the one hand, and of the Company and any and all other parties
(including officers and directors of the Company other than Indemnitee) who
may
be at fault with respect to such Indemnifiable Event (collectively, including
the Company, the "Third Parties") on the other hand.
(b)
Relative Fault: The relative fault of the Third Parties and the Indemnitee
shall
be determined (i) by reference to the relative fault of Indemnitee as determined
by the court or other governmental agency assessing the Contribution Amount,
or
(ii) to the extent such court or other governmental agency does not apportion
relative fault, by the Reviewing Party (which shall include Independent Legal
Counsel) after giving effect to, among other things, the relative intent,
knowledge, access to information, and opportunity to prevent or correct the
applicable Indemnifiable Event and other relevant equitable considerations
of
each party. The Company and Indemnitee agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro
rata
allocation or by any other method of allocation which does take account of
the
equitable considerations referred to in this Section 7(b).
8. BURDEN
OF PROOF
It
shall
be a defense to any action brought by the Indemnitee against the Company to
enforce this Agreement (other than an action brought to enforce a claim for
expenses incurred in defending a Claim in advance of its final disposition
where
the required undertaking has been tendered by the Company) that the Indemnitee
has not met the standards of conduct that make it permissible under the Delaware
General Corporation Law for the Company to indemnify the Indemnitee for the
amount claimed. In connection with any determination by the Reviewing Party
or
otherwise as to whether Indemnitee is entitled to be indemnified under any
provision of this Agreement or to receive contribution pursuant to Section
7 of
this Agreement, the burden of proof shall be on the Company to establish that
Indemnitee is not so entitled.
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9. NO
PRESUMPTION
For
purposes of this Agreement, the termination of any claim, action, suit, or
proceeding, by judgment, order, settlement (whether with or without court
approval), or conviction, or upon a plea of nolo contendere, or its equivalent,
shall not create a presumption that Indemnitee did not meet any particular
standard of conduct or have any particular belief or that a court has determined
that indemnification is not permitted by applicable law.
10. NON-EXCLUSIVITY
The
rights of Indemnitee hereunder shall be in addition to any other rights
Indemnitee may have under the Company's Certificate of Incorporation or Bylaws,
the Delaware General Corporation Law or otherwise. To the extent that a change
in the Delaware General Corporation Law (whether by statute or judicial
decision) permits greater indemnification by agreement than would be afforded
currently under the Company's Certificate of Incorporation or Bylaws and this
Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy
by
this Agreement the greater benefits so afforded by that change.
11. NO
CONSTRUCTION AS EMPLOYMENT AGREEMENT
Nothing
contained herein shall be construed as giving Indemnitee any right to
be retained in the employ of the Company of any of its
Subsidiaries.
12. LIABILITY
INSURANCE
Except
as
otherwise agreed to by the Company and Indemnitee in a written agreement, to
the
extent the Company maintains an insurance policy or policies providing
directors' and officers' liability insurance, Indemnitee shall be covered by
that policy or those policies, in accordance with its or their terms, to the
maximum extent of the coverage available for any Company director or
officer.
13. PERIOD
OF LIMITATIONS
No
legal
action shall be brought and no cause of action shall be asserted by or on
behalf
of the Company or any affiliate of the Company against Indemnitee or
Indemnitee's spouse, heirs, executors, or personal or legal representatives
after the expiration of three years from the date of accrual of that cause
of
action, and any claim or cause of action of the Company or its affiliate
shall
be extinguished and deemed released unless asserted by the timely filing
of a
legal action within that applicable period; provided, however, that, if any
shorter period of limitations is otherwise applicable to any such cause of
action, the shorter period shall govern.
14. AMENDMENTS
No
supplement, modification, 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 that waiver
constitute a continuing waiver.
15. SUBROGATION
In
the
event of payment under this Agreement, the Company shall be subrogated to
the
extent of that payment to all of the rights of recovery of Indemnitee, who
shall
execute all papers required and shall do everything that may be necessary
to
secure those rights, including the execution of the documents necessary to
enable the Company effectively to bring suit to enforce those
rights.
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16. NO
DUPLICATION OF PAYMENTS
The
Company shall not be liable under this Agreement to make any payment in
connection with any claim made against Indemnitee to the extent Indemnitee
has
otherwise actually received payment (under any insurance policy, provision
of
the Company's charter or Bylaws or otherwise) of the amounts otherwise
indemnifiable hereunder.
17. BINDING
EFFECT; MERGER
This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective successors, assigns (including
any
direct or indirect successor by purchase, merger, consolidation, or otherwise
to
all or substantially all of the business or assets of the Company), spouses,
heirs, and personal and legal representatives. The Company shall require
and
cause any successor (whether direct or indirect by purchase, merger,
consolidation or otherwise) to all, substantially all, or by written agreement
in form and substance satisfactory to Indemnitee, expressly to assume and
agree
to perform this Agreement in the same manner and to the same extent that
the
Company would be required to perform if no such succession had taken place.
This
Agreement shall continue in effect regardless of whether Indemnitee continues
to
serve as an officer or director of the Company or another enterprise at the
Company's request.
18.
SEVERABILITY
If
any
provision of this Agreement is held to be illegal, invalid, or unenforceable
under present or future laws effective during the term hereof, that provision
shall be fully severable; this Agreement shall be construed and enforced
as if
that illegal, invalid, or unenforceable provision had never comprised a
part
hereof; and the remaining provisions shall remain in full force and effect
and
shall not be affected by the illegal, invalid, or unenforceable provision
or by
its severance from this Agreement. Furthermore, in lieu of that illegal,
invalid, or unenforceable provision, there shall be added automatically
as a
part of this Agreement a provision as similar in terms to the illegal,
invalid,
or unenforceable provision as may be possible and be legal, valid, and
enforceable.
19. GOVERNING
LAW
This
Agreement shall be governed by and construed and enforced in accordance
with the
laws of the State of Delaware applicable to contracts made and to be performed
in that state without giving effect to the principles of conflicts of laws
or
choice of laws.
20. CONSTRUCTION
The
headings contained in this Agreement are for reference purposes only and
shall
not affect in any way the meaning or interpretation of this Agreement.
Pronouns
shall be construed to include the masculine, feminine, neuter, singular
and
plural as the context requires.
21. NOTICES
Whenever
this Agreement requires or permits notice to be given by one party to the
other,
such notice must be in writing to be effective and shall be deemed delivered
and
received by the party to whom it is sent upon actual receipt (by any means)
of
such notice. Receipt of a notice by any officer of the Company shall be
deemed
receipt of such notice by the Company.
22. COUNTERPARTS
This
Agreement may be executed in any number of counterparts, each of which
shall be
deemed an original, but in making proof hereof it shall not be necessary
to
produce or account for more than one such counterpart.
IN
WITNESS WHEREOF, the undersigned has executed this agreement as of the
date
first written above.
| IR BIOSCIENCES HOLDINGS, INC. | |||
| a Delaware corporation | |||
|
By:
|
/s/ Xxxxxxx X. Xxxxxxx | ||
| Xxxxxxx X. Xxxxxxx | |||
| Chief Executive Officer and President | |||
| INDEMNITEE: | |||
|
|
By:
|
/s/
Xx. Xxxxxx X.
Xxxxxx
|
|
| Xx. Xxxxxx X. Xxxxxx | |||
| Director | |||
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