EXHIBIT 99.(I)
INDEMNITY AGREEMENT
THIS AGREEMENT made and entered into this _____ day of ________, 1993, by
and between TRIANGLE PACIFIC CORP., a Delaware corporation (hereinafter called
the "Company"), and __________________, who is presently serving the Company in
the capacity of an officer and/or director thereof (hereinafter "Indemnitee");
WHEREAS, there is a general awareness that competent and experienced
persons are becoming more reluctant to serve as directors or officers of a
corporation unless they are protected by comprehensive insurance or
indemnification, especially since stockholder and derivative lawsuits against
publicly-held corporations, their directors and officers for line-of-duty
decisions and actions have increased in number in recent years for damages in
amounts which have no reasonable or logical relationship to the amount of
compensation received by the directors or officers from the corporation; and
WHEREAS, Section 145 of the General Corporation Law of the State of
Delaware under which the Company is organized, empowers corporations to
indemnify persons serving as a director, officer, employee or agent of the
corporation or a person who serves at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, or other enterprise, and further specifies that the
indemnification set forth in said section "shall not be deemed exclusive to any
other rights to which those seeking indemnification may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors or
otherwise"; and said section further empowers a corporation to "purchase and
maintain insurance" (on behalf of such persons) "against any liability asserted
against him or incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to indemnify
him against such liability under the provision of said laws"; and
WHEREAS, the Company desires to have Indemnitee serve or continue to serve
as an officer and/or director of the Company or of any other corporation,
subsidiary, partnership, joint venture, trust or other enterprise (hereinafter
called "Affiliate of the Company") of which he or she has been or is serving at
the request, for the convenience of or to represent the interests of the
Company, free from undue concern for unpredictable, inappropriate or
unreasonable claims for damages by reason of his or her being a director or
officer of the Company or of an Affiliate of the Company or by reason of his or
her decisions or actions on their behalf; and Indemnitee desires to serve, or to
continue to serve (provided that he or she is furnished the indemnity provided
for hereinafter), in one or more of such capacities;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
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ARTICLE I
AGREEMENT TO SERVE
Section 1.1. Agreement to Serve. Indemnitee will serve and/or
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continue to serve, at the will of the Company or under separate contract, if
such exists, the Company or an Affiliate of the Company as an officer and/or
director of the Company faithfully and to the best of his or her ability so long
as he or she is duly elected and qualified in accordance with the provisions of
the Bylaws thereof or until such time as he or she tenders his or her
resignation in writing.
ARTICLE II
INDEMNIFICATION
Section 2.1. General. The Company shall indemnify, and advance
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Expenses (as this and all other capitalized words used in this Agreement and not
previously defined in this Agreement are defined in Section 2.14 of this
Agreement) to, Indemnitee to the fullest extent permitted by applicable law in
effect on the date of this Agreement, and to such greater extent as applicable
law may thereafter permit. The rights of Indemnitee provided under the
preceding sentence shall include, but not be limited to, (i) the right to be
indemnified to the fullest extent permitted by Section 145(b) of the DGCL, as in
effect on the date of this Agreement, and to such greater extent as Section
145(b) may thereafter permit, in Proceedings by or in the right of the Company,
and (ii) the right to be indemnified to the fullest extent permitted by Section
145(a) of the DGCL, as in effect on the date of this Agreement, and to such
greater extent as Section 145(a) may thereafter permit, in all other
Proceedings. The provisions set forth below in this Article II are provided in
furtherance, and not by way of limitation, of the obligations expressed in this
Section 2.1.
Section 2.2. Expenses Related to Proceedings. Without limiting in
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any way the rights of Indemnitee provided under Section 2.1 of this Agreement,
(i) if Indemnitee is, by reason of his or her Corporate Status, a witness in or
a party to and is successful, on the merits or otherwise, in any Proceeding, he
or she shall be indemnified against all Expenses actually and reasonably
incurred by him or her or on his or her behalf in connection therewith, and (ii)
if Indemnitee is not wholly successful in such Proceeding but is successful, on
the merits or otherwise, as to any Matter in such Proceeding, the Company shall
indemnify Indemnitee against all Expenses actually and reasonably incurred by
him or her or on his or her behalf relating to each Matter. The termination of
any Matter in such a Proceeding by dismissal, with or without prejudice, shall
be deemed to be a successful result as to such Matter.
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Section 2.3. Advancement of Expenses. Indemnitee shall be advanced
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Expenses within ten days after requesting them to the fullest extent permitted
by Section 145(e) of the DGCL, as in effect on the date of this Agreement, and
to such greater extent as Section 145(e) may thereafter permit.
Section 2.4. Conduct of Litigation.
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(a) If any claim is made or action brought against Indemnitee for
which Indemnitee intends to seek indemnification by the Company hereunder,
Indemnitee, to the extent not inconsistent with any private insurance
coverage obtained by the Company:
(i) shall retain counsel reasonably acceptable to Indemnitee and
the Company to defend such claim or action, and shall permit the
Company to monitor and direct the defense of such claim or action; or
(ii) at the Company's option, shall permit the Company, at its
expense and with the use of counsel selected by it and reasonably
acceptable to Indemnitee, to conduct the defense of such claim or
action.
The option given the Company under subsection (a)(ii) of this Section 2.4
shall be available to the Company at any time even if Indemnitee has
proceeded initially to retain his or her own counsel pursuant to subsection
(a)(i) of this Section 2.4.
(b) If the Company elects to proceed under subsection (a)(ii) of this
Section 2.4, Indemnitee shall cooperate in all reasonable respects with the
Company in the defense of the claim or action in question. If the Company
permits Indemnitee initially to proceed under subsection (a)(i) of this
Section 2.4 and then the Company elects to proceed under subsection (a)(ii)
of this Section 2.4, the Company's indemnification and advancement of
Expenses pursuant to this Agreement shall include the reasonable costs,
including, without limitation, reasonable attorneys' fees, incurred by
Indemnitee in initially proceeding under subsection (a)(i) of this Section
2.4 and in facilitating the Company's conduct of the defense after it has
elected to proceed under subsection (a)(ii) of this Section 2.4.
(c) Indemnitee shall have the right to employ his or her own counsel
in any Proceeding; however, except as otherwise provided in subsection (b)
of this Section 2.4, any fees and expenses of such counsel incurred after
the Company elects to proceed under subsection (a)(ii) of this Section 2.4
shall be paid by Indemnitee, unless:
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(i) the employment of separate counsel by Indemnitee is
authorized in writing by the Company; or
(ii) the parties to such Proceeding include Indemnitee, the
Company and/or other parties, and the Company has retained the same
counsel for Indemnitee, the Company and/or such other parties, and
Indemnitee shall have been advised by counsel that one or more legal
defenses may be available to him or her which may not be available to
the Company and/or such other parties; or
(iii) the Company shall not in fact have selected and employed
counsel to assume the defense of such Proceeding; or
(iv) the parties to such Proceeding include Indemnitee, the
Company and/or other parties, and the Company has retained the same
counsel for Indemnitee, the Company and/or such other parties, and
Indemnitee shall have been advised by counsel that under applicable
rules of ethical conduct such retained counsel may not represent all
of such parties and no permitted waiver of such rules has occurred;
in each of which cases the fees and expenses of Indemnitee's counsel shall
be paid by the Company.
Section 2.5. Notice of Claims and Request for Indemnification. If
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Indemnitee receives a written complaint, written claim, or other written notice
of any loss, claim, damage, or liability giving rise to a claim for
indemnification or advancement of Expenses under this Agreement, Indemnitee
shall promptly notify the Company of such complaint, claim, or other notice in
writing, but the omission to so notify the Company shall not relieve the Company
from any liability under this Agreement, unless it is materially prejudiced by
such omission and had no actual knowledge of such complaint, claim, or other
notice. In no event shall the Company be obligated to indemnify Indemnitee for
any amounts paid in settlement of any claim or action effected without the
Company's prior written consent, which shall not be unreasonably withheld. The
Company shall not settle any claim or action in any manner which would result in
the imposition of any penalty, fine, or limitation on, or otherwise adversely
affect, Indemnitee without his or her prior written consent, which shall not be
unreasonably withheld; provided that, the Company shall not be required to
obtain the consent of Indemnitee to the settlement of any claim or action which
the Company has undertaken to defend if the Company assumes full and sole
responsibility for such settlement and the settlement grants Indemnitee an
unqualified release in respect of all liabilities at issue in such claim or
action.
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Section 2.6. Determining Entitlement to Indemnification if no Change of
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Control. If there has been no Change of Control at the time the request for
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indemnification is sent, Indemnitee's entitlement to indemnification shall be
determined in accordance with Section 145(d) of the DGCL, as currently in
effect. If entitlement to indemnification is to be determined by Independent
Counsel, the Company shall furnish notice to Indemnitee within ten days after
receipt of the request for indemnification, specifying the identity and address
of Independent Counsel. Indemnitee may, within fourteen days after receipt of
such written notice of selection, deliver to the Company a written objection to
such selection. Such objection may be asserted only on the ground that the
Independent Counsel so selected does not meet the requirements of Independent
Counsel, and the objection shall set forth with particularity the factual basis
of such assertion. If there is an objection to the selection of Independent
Counsel, either the Company or Indemnitee may petition the Court of Chancery of
the State of Delaware or any other court of competent jurisdiction for a
determination that the objection is without a reasonable basis and/or for the
appointment as Independent Counsel of a person selected by the court.
Section 2.7. Determining Entitlement to Indemnification if Change of
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Control. If there has been a Change of Control at the time the request for
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indemnification is sent, Indemnitee's entitlement to indemnification shall be
determined in a written opinion by Independent Counsel selected by Indemnitee.
Indemnitee shall give the Company written notice advising of the identity and
address of the Independent Counsel so selected. The Company may, within seven
days after receipt of such written notice of selection, deliver to Indemnitee a
written objection to such selection. Indemnitee may, within five days after
receipt of such objection from the Company, submit the name of another
Independent Counsel, and the Company may, within seven days after receipt of
such written notice of selection, deliver to Indemnitee a written objection to
such selection. Any objection is subject to the limitations in Section 2.6 of
this Agreement. Indemnitee may petition the Court of Chancery of the State of
Delaware or any other court of competent jurisdiction for a determination that
the Company's objection to the first and/or second selection of Independent
Counsel is without a reasonable basis and/or for the appointment as Independent
Counsel of a person selected by the court.
Section 2.8. Procedures of Independent Counsel. If there has been a
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Change of Control before the time the request for indemnification is sent by
Indemnitee, Indemnitee shall be presumed (except as otherwise expressly provided
in this Agreement) to be entitled to indemnification upon submission of a
request for indemnification in accordance with Section 2.5 of this Agreement,
and thereafter the Company shall have the burden of proof to overcome the
presumption in reaching a determination contrary to the presumption. The
presumption shall be used by Independent Counsel as a basis for a determination
of entitlement to indemnification unless the Company provides information
sufficient to overcome such presumption by clear and convincing evidence or the
investigation, review and analysis of Independent
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Counsel convinces him or her by clear and convincing evidence that the
presumption should not apply.
Except in the event that the determination of entitlement to
indemnification is to be made by Independent Counsel, if the person or persons
empowered under Section 2.6 or 2.7 of this Agreement to determine entitlement to
indemnification shall not have made and furnished to Indemnitee in writing a
determination within sixty days after receipt by the Company of the request
therefor, the requisite determination of entitlement to indemnification shall be
deemed to have been made and Indemnitee shall be entitled to such
indemnification unless Indemnitee knowingly misrepresented a material fact in
connection with the request for indemnification or such indemnification is
prohibited by law. The termination of any Proceeding or of any Matter therein,
by judgment, order, settlement or conviction, or upon a plea of nolo contendere
or its equivalent, shall not (except as otherwise expressly provided in this
Agreement) of itself adversely affect the right of Indemnitee to indemnification
or create a presumption that (a) Indemnitee did not act in good faith and in a
manner that he or she reasonably believed to be in or not opposed to the best
interests of the Company, or (b) with respect to any criminal Proceeding, that
Indemnitee had reasonable cause to believe that his or her conduct was unlawful.
Section 2.9. Expenses of Independent Counsel. The Company shall pay any
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and all reasonable fees and expenses of Independent Counsel incurred acting
pursuant to this Agreement and in any proceeding to which it is a party or
witness in respect of its investigation and written report and shall pay all
reasonable fees and expenses incident to the procedures in which such
Independent Counsel was selected or appointed. No Independent Counsel may serve
if a timely objection has been made to his or her selection until a court has
determined that such objection is without a reasonable basis.
Section 2.10. Trial De Novo. In the event that (a) a determination is
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made pursuant to Section 2.6 or 2.7 of this Agreement that Indemnitee is not
entitled to indemnification under this Agreement, (b) advancement of Expenses is
not timely made pursuant to Section 2.3 of this Agreement, (c) Independent
Counsel has not made and delivered a written opinion determining the request for
indemnification (i) within ninety days after being appointed by a court, (ii)
within ninety days after objections to his or her selection have been overruled
by a court or (iii) within ninety days after the time for the Company or
Indemnitee to object to his or her selection or (d) payment of indemnification
is not made within five days after a determination of entitlement to
indemnification has been made or deemed to have been made pursuant to Section
2.6, 2.7 or 2.8 of this Agreement, Indemnitee shall be entitled to an
adjudication in any court of competent jurisdiction of his or her entitlement to
such indemnification or advancement of Expenses. In the event that a
determination shall have been made that Indemnitee is not entitled to
indemnification, any judicial proceeding or arbitration
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commenced pursuant to this Section 2.10 shall be conducted in all respects as a
de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of
that adverse determination. If a Change of Control shall have occurred, in any
judicial proceeding commenced pursuant to this Section 2.10, the Company shall
have the burden of proving that Indemnitee is not entitled to indemnification or
advancement of Expenses, as the case may be. If a determination shall have been
made or deemed to have been made that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding
commenced pursuant to this Section 2.10, or otherwise, unless Indemnitee
knowingly misrepresented a material fact in connection with the request for
indemnification, or such indemnification is prohibited by law.
The Company shall be precluded from asserting in any judicial proceeding
commenced pursuant to this Section 2.10 that the procedures and presumptions of
this Agreement are not valid, binding and enforceable and shall stipulate in any
such court that the Company is bound by all provisions of this Agreement. In
the event that Indemnitee, pursuant to this Section 2.10, seeks a judicial
adjudication to enforce his or her rights under, or to recover damages for
breach of, this Agreement, Indemnitee shall be entitled to recover from the
Company, and shall be indemnified by the Company against, any and all Expenses
actually and reasonably incurred by him or her in such judicial adjudication,
but only if he or she prevails therein. If it shall be determined in such
judicial adjudication that Indemnitee is entitled to receive part but not all of
the indemnification or advancement of Expenses sought, the Expenses incurred by
Indemnitee in connection with such judicial adjudication or arbitration shall be
appropriately prorated.
Section 2.11. Non-Exclusivity; Conflicts. The rights of indemnification
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and to receive advancement of Expenses as provided by this Agreement shall not
be deemed exclusive of any other rights to which Indemnitee may at any time be
entitled under applicable law, the Restated Certificate of Incorporation or
Bylaws of the Company, any agreement, a vote of stockholders, a resolution of
the Board of Directors of the Company or otherwise. No amendment, alteration or
repeal of this Agreement or any provision hereof shall be effective as to
Indemnitee for acts, events and circumstances that occurred, in whole or in
part, before such amendment, alteration or repeal. If any provision of this
Agreement shall be in conflict with, limit in any way, or be more restrictive
than any provision of any applicable statute in effect as of the date hereof or
hereafter under the laws of the State of Delaware, then the provision that is
more favorable to Indemnitee shall govern. The parties to this Agreement agree
to amend this Agreement from time to time in order that its provisions remain
consistent with the most favorable applicable statutory provisions or judicial
determinations relating to indemnification of directors and/or officers under
the laws of the State of Delaware.
Section 2.12. Insurance and Subrogation. To the extent the Company
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maintains an insurance policy or policies providing liability insurance for
directors or
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officers of the Company or of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise which such person serves at the
request of the Company, Indemnitee shall be covered by such policy or policies
in accordance with its or their terms to the maximum extent of coverage
available for any such director or officer under such policy or policies.
The Company shall (a) through an appropriate provision in its Bylaws,
indemnify the Indemnitee to the maximum extent permitted by Delaware law and (b)
acquire and maintain directors and officers liability insurance covering the
Indemnitee (and to the extent it desires, other directors and officers of the
Company), to the extent it is available at commercially reasonable rates (but in
no event shall the Company be required to purchase such insurance in the amount
of coverage exceeding that which can be purchased by the Company at aggregate
premiums of $150,000 per year).
In the event of any payment hereunder, the Company shall be subrogated to
the extent of such payment to all the rights of recovery of Indemnitee, who
shall execute all papers required and take all action necessary to secure such
rights, including execution of such documents as are necessary to enable the
Company to bring suit to enforce such rights.
The Company 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, the Restated Certificate of Incorporation or Bylaws of the
Company or otherwise.
Section 2.13. Certain Persons Not Entitled to Indemnification.
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Notwithstanding any other provision of this Agreement, no person shall be
entitled to indemnification or advancement of Expenses under this Agreement with
respect to any Proceeding, or any Matter therein, brought or made by such person
against the Company.
Section 2.14. Definitions. For purposes of this Agreement:
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"Change of Control" means a change in control of the Company after the date
of this Agreement in any one of the following circumstances: (a) there shall
have occurred an event required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or in response to any similar item on any
similar schedule or form) promulgated under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), whether or not the Company is then subject to
such reporting requirement; (b) any "person" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) shall have become the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 30% or more of the combined voting power
of the Company's then outstanding voting securities without prior approval of at
least two-thirds of the members of the Board of Directors of
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the Company in office immediately prior to such person's attaining such
percentage interest; (c) the Company is a party to a merger, consolidation, sale
of assets or other reorganization, or a proxy contest, as a consequence of which
members of the Board of Directors of the Company in office immediately prior to
such transaction or event constitute less than a majority of the Board of
Directors thereafter; or (d) during any period of two consecutive years,
individuals who at the beginning of such period constituted the Board of
Directors of the Company (including for this purpose any new director whose
election or nomination for election by the Company's stockholders was approved
by a vote of at least two-thirds of the directors then still in office who were
directors at the beginning of such period) cease for any reason to constitute at
least a majority of the Board of Directors.
"Corporate Status" describes a status of a person who is or was a director,
officer, or employee or agent of the Company or of any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
which such person is or was serving at the request of the Company.
"DGCL" means the General Corporation Law of the State of Delaware.
"Expenses" shall include all reasonable attorneys' fees, retainers, court
costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating or being or preparing to be a witness in a
Proceeding.
"Indemnitee", for purposes of Article II hereof, means the Indemnitee named
in the opening paragraph of this Agreement who is, or is threatened to be made,
a witness in or a party to any Proceeding as described in Section 2.1 or 2.2
hereof by reason of his or her Corporate Status.
"Independent Counsel" means a law firm, or member of a law firm, that is
experienced in matters of corporation law and neither presently is, nor in the
five years previous to his or her selection or appointment has been, retained to
represent: (a) the Company or Indemnitee in any matter material to either such
party, (b) any other party to the Proceeding giving rise to a claim for
indemnification hereunder or (c) the beneficial owner, directly or indirectly,
of securities of the Company representing 5% or more of the combined voting
power of the Company's then outstanding voting securities.
"Matter" is a claim, a material issue or a substantial request for relief.
"Proceeding" includes any action, suit, arbitration, alternate dispute
resolution mechanism, investigation, administrative hearing or any other
proceeding, whether
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civil, criminal, administrative or investigative, except one initiated by
Indemnitee pursuant to Section 2.10 of this Agreement to enforce his or her
rights under this Agreement.
ARTICLE III
MISCELLANEOUS
Section 3.1. Notices. Any notice or other communication required or
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permitted to be given or made to the Company or Indemnitee pursuant to this
Agreement shall be given or made in writing by depositing the same in the United
States mail, with postage thereon prepaid, addressed to the person to whom such
notice or communication is directed at the address of such person on the records
of the Company, and such notice or communication shall be deemed given or made
at the time when the same shall be so deposited in the United States mail. Any
such notice or communication to the Company shall be addressed to the Secretary
of the Company.
Section 3.2. Contractual Rights. The right to be indemnified or to the
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advancement or reimbursement of Expenses under this Agreement (i) is a contract
right based upon good and valuable consideration, pursuant to which Indemnitee
may xxx, (ii) is and is intended to be retroactive and shall be available as to
events occurring prior to the date of this Agreement and (iii) shall continue
after any rescission or restrictive modification of this Agreement as to events
occurring prior thereto.
Section 3.3. Severability. If any provision or provisions of this
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Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby; and, to the
fullest extent possible, the provisions of this Agreement shall be construed so
as to give effect to the intent manifested by the provisions held invalid,
illegal or unenforceable.
Section 3.4. Successors; Binding Agreement. The Company shall require
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any successor to all or substantially all of the business and/or assets of the
Company (whether direct or indirect, by purchase, merger, consolidation or
otherwise), by agreement in form and substance reasonably satisfactory to
Indemnitee, to expressly 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. As used in this Agreement, "Company" shall
mean the Company as hereinbefore defined and any successor to its business
and/or assets as aforesaid which executes and delivers the agreement provided
for in this Section 3.4 or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law.
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This Agreement shall inure to the benefit of and be enforceable by (a)
Indemnitee's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees, and (b) the Company's
successors and assigns.
Section 3.5. Counterparts, Modification, Headings, Gender.
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(a) This Agreement may be executed in any number of counterparts, each
of which shall constitute one and the same instrument, and any party hereto
may execute this Agreement by signing any such counterpart.
(b) No provisions of this Agreement may be modified, waived, or
discharged unless such waiver, modification, or discharge is agreed to in
writing and signed by Indemnitee and an appropriate officer of the Company.
No waiver by any party at any time of any breach by any other party of, or
compliance with, any condition or provision of this Agreement to be
performed by any other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same time or at any prior or
subsequent time.
(c) Section headings are not to be considered part of this Agreement,
are solely for convenience of reference, and shall not affect the meaning
or interpretation of this Agreement or any provision set forth herein.
(d) Pronouns in masculine, feminine and neuter genders shall be
construed to include any other gender, and words in the singular form shall
be construed to include the plural and vice versa, unless the context
otherwise requires.
Section 3.6. Entire Agreement; Assignability. This Agreement constitutes
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the entire agreement of the parties hereto relating to the subject matter hereof
and there are no written or oral terms or representations made by either party
other than those contained herein. This Agreement shall not be assignable by
either party without the consent of the other.
Section 3.7. Governing Law. THIS AGREEMENT AND THE RIGHTS AND
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OBLIGATIONS HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.
NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO REQUIRE ANY UNLAWFUL ACTION OR
INACTION BY ANY PARTY.
Section 3.8. Termination.
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(a) This Agreement shall terminate upon the mutual agreement of the
parties that this Agreement shall terminate or upon the death of Indemnitee
or
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the resignation, retirement, removal or replacement of Indemnitee from all
of his or her positions as a director and/or officer of the Company.
(b) The termination of this Agreement shall not terminate:
(i) the Company's liability for claims or actions against
Indemnitee arising out of or related to acts, omissions, occurrences,
facts or circumstances occurring or alleged to have occurred prior to
such termination; or
(ii) the applicability of the terms and conditions of this
Agreement to such claims or actions.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
TRIANGLE PACIFIC CORP.
By:
Name:
Title:
INDEMNITEE
Name:
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