EXHIBIT 10.2
INDEMNITY AGREEMENT
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THIS AGREEMENT made the ___ day of _______, ____,
B E T W E E N:
___________,
of _______________
(hereinafter called the "Indemnified Individual")
- and -
KINROSS GOLD CORPORATION,
a corporation incorporated under
the laws of the Province of Ontario
(hereinafter called the "Corporation")
WHEREAS, the Indemnified Individual has agreed to serve the Corporation
as a member of its board of directors and/or as an officer of the Corporation;
AND WHEREAS the Corporation has agreed to indemnify the Indemnified
Individual for all amounts reasonably incurred by the Indemnified Individual in
connection with any matter relating to his or her service to the Corporation as
described herein and has further agreed to execute an agreement evidencing this
indemnity;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the sum
of $1.00 paid by the Indemnified Individual to the Corporation (the receipt and
adequacy of which is hereby acknowledged) and for other good and valuable
consideration, it is agreed between the parties hereto as follows:
1. Except in respect of an action referred to in Section 4 hereof, the
Corporation will indemnify and save harmless the Indemnified Individual, his or
her heirs and legal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or to satisfy a judgment,
reasonably incurred by the Indemnified Individual in respect of any civil,
criminal or administrative action or proceeding to which the Indemnified
Individual is made a party by reason of being or having been a director and/or
an officer of the Corporation, if (a) the Indemnified Individual acted honestly
and in good faith with a view to the best interests of the Corporation, and (b)
in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, the Indemnified Individual had reasonable
grounds for believing that his or her conduct was lawful.
2. For the purposes of Section 1, the termination of any civil, criminal or
administrative action or proceeding by judgment, order, or settlement,
conviction or similar or other result shall not, of itself, create a presumption
either that the Indemnified Individual did not
act honestly and in good faith with a view to the best interests of the
Corporation or that, in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, the Indemnified Individual
did not have reasonable grounds for believing that his or her conduct was
lawful.
3. To the fullest extent permitted by law, the Corporation will indemnify
the Indemnified Individual for all costs, charges and expenses for which the
Corporation is not otherwise required to indemnify the Indemnified Individual
hereunder, provided that;
(a) the Indemnified Individual incurred such costs, charges and
expenses as a result of being or having been a director and/or
officer of the Corporation;
(b) the costs, charges and expenses are reasonable; and
(c) the Corporation is not prohibited by law for indemnifying the
Indemnified Individual for such costs, charges and expenses.
4. If the Indemnified Individual is made a party to an action by or on
behalf of the Corporation to procure judgment in its favour and the Indemnified
Individual is made a party to such action by reason of being or having been a
director and/or an officer of the Corporation, then forthwith upon request by
the Indemnified Individual, the Corporation will make application for approval
of the Ontario Court (General Division) to indemnify the Indemnified Individual,
his or her heirs and legal representatives, against all costs, charges and
expenses reasonably incurred by the Indemnified Individual in connection with
such action if (a) the Indemnified Individual acted honestly and in good faith
with a view to the best interests of the Corporation, and (b) in the case of a
criminal or administrative action or proceeding that is enforced by a monetary
penalty, the Indemnified Individual had reasonable grounds for believing that
his or her conduct was lawful.
5. Notwithstanding anything in this agreement, the Corporation shall
indemnify the Indemnified Individual in respect of all costs, charges and
expenses reasonably incurred by the Indemnified Individual in connection with
the defence of any civil, criminal or administrative action or proceeding to
which the Indemnified Individual is made a party by reason of being or having
been a director and/or an officer of the Corporation if (a) the Indemnified
Individual was substantially successful on the merits in his or her defense of
the action or proceeding, (b) the Indemnified Individual acted honestly and in
good faith with a view to the best interests of the Corporation, and (c) in the
case of a criminal or administrative action or proceeding that is enforced by a
monetary penalty, the Indemnified Individual had reasonable grounds for
believing that his or her conduct was lawful.
6. If at the request of the Corporation at any time and from time to time
the Indemnified Individual acts as a director or officer of a body corporate of
which the Corporation is or was a shareholder or creditor, the Corporation shall
indemnify the Indemnified Individual for all costs, charges and expenses
incurred by the Indemnified Individual in connection therewith, to the same
extent as the Corporation has agreed to indemnify the Indemnified Individual in
his or her capacity as a director and/or any officer of the Corporation.
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7. The Indemnified Individual may submit to the Corporation invoices with
respect to accounts incurred by the Indemnified Individual for which the
Corporation has agreed to Indemnify the Indemnified Individual hereunder,
together with such reasonable supporting documentation as may be available for
the Indemnified Individual to explain the nature of the amount claimed. The
Corporation shall indemnify the Indemnified Individual for such amounts no later
than 30 days after the date on which an invoice is submitted and the Corporation
will pay all such amounts. Notwithstanding the foregoing, in respect of any
action by or on behalf of the Corporation to procure judgment in its favour and
in respect of which the Corporation is obligated by Section 3 hereof to make
application for approval of the Ontario Court (General Division), the
Corporation shall not be required to make any payment to an Indemnified
Individual hereunder until the Indemnified Individual has delivered to the
Corporation an undertaking satisfactory to the Corporation by or on behalf of
the Indemnified Individual, or his or her heirs and legal representatives, to
repay such amount if the Court determines that the Indemnified Individual, or
his or her heirs and legal representatives, is not entitled to be indemnified.
8. This agreement shall not operate to abridge or exclude any rights, in law
or in equity, to which the Indemnified Individual may be entitled by operation
of law or under any statute, by-law of the Corporation, agreement, vote of
shareholders of the Corporation, vote of disinterested directors of the
Corporation or otherwise.
9. This agreement shall be deemed to have been made in and shall be
construed in accordance with the laws of the Province of Ontario and the federal
laws of Canada applicable therein and the parties hereby agree that any claims,
disputes or questions arising out of or in relation to this agreement may be
submitted to the jurisdiction of the courts of the Province of Ontario. Each of
the parties hereto irrevocably attorns to the jurisdiction of the courts of the
Province of Ontario.
10. This agreement will not be terminated when the Indemnified Individual
ceases to be a director and/or an officer of the Corporation, but shall remain
in full force and effect thereafter.
IN WITNESS WHEREOF this agreement has been executed by the parties
hereto.
KINROSS GOLD CORPORATION
SIGNED, SEALED AND DELIVERED By: c/s
IN THE PRESENCE OF --------------------------------
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WITNESS
