EXHIBIT 10.39
INDEMNIFICATION AGREEMENT
This Indemnification Agreement dated as of this 23rd day of September,
1998 ("Agreement"), is made and entered into by and between Catheter Technology
Group, Inc., a Delaware corporation ("Company"), and Xxxx X. Xxxxx
("Indemnitee"):
R E C I T A L S:
WHEREAS, competent and experienced persons are becoming increasingly
reluctant to serve publicly-held corporation as directors, officers, or in other
capacities unless they are provided with adequate protection through liability
insurance or adequate indemnification against inordinate risks of claims and
actions against them arising out of their service to the corporation; and
WHEREAS, the current unavailability, inadequacy, and extraordinary cost of
adequate insurance and the uncertainties relating to indemnification have
increased the difficulty of attracting and retaining such persons; and
WHEREAS, the Board of Directors of the Company (the "Board") has
determined that the inability to attract and retain such persons is detrimental
to the best interests of the Company's shareholders and that the Company should
act to assure such person that there will be increased certainty of such
protection in the future; and
WHEREAS, Section 145(f) of the Delaware General Corporation Law and the
Bylaws of the Company empower the Company to indemnify its officers, directors,
employees and agents by agreement and to indemnify persons who serve, at the
request of the Company, as directors, officers, employees, or agents or other
corporations or enterprises, and Section 145 expressly provides that the
indemnification provided therein is not exclusive; and
WHEREAS, it is reasonable, prudent and necessary for the Company
contractually to obligate itself to indemnify such person to the fullest extent
permitted by applicable law so that they will serve or continue to serve the
Company free from undue concern that they will not be so indemnified; and
WHEREAS, Indemnitee is willing to serve, or continue to serve and to take
on additional service for or on behalf of the Company on the condition that he
be so indemnified.
NOW, THEREFORE, for the reasons set forth hereinabove, and in
consideration of the mutual promises contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Indemnitee do hereby covenant and agree as
follows:
1. DEFINITIONS. For purposes of this agreement.
(a) "Change of Control" shall mean a change in control of the Company
occurring after the Effective Date (as hereinafter defined) of a nature that
would be required to be reported in response to Item 1 of the Current Report on
Form 8-K (or in response to any similar item on any similar schedule or form)
promulgated under the Securities Exchange Act of 1934 (the "Act"), whether or
not the company is then subject to such reporting requirement; PROVIDED,
HOWEVER, that, without limitation, such a Change of Control shall be deemed to
have occurred if, after the Effective Date: (i) any "person" (as such term is
used in Sections 13(d) and 14(d) of the Act) is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Act), directly or indirectly, of
securities of the Company representing thirty percent (30%) or more of the
combined voting power of the Company's then outstanding securities without the
prior approval of at least two-thirds of the members of the Board of Directors
in office immediately prior to such person attaining such percentage; (ii) 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 in office immediately prior to such transaction or event
constitute less than a majority of the Board of Directors thereafter; or (iii)
during any period of two consecutive years, individuals who at the beginning of
such period constituted the Board of Directors (including for this purpose any
new director whose election or nomination for election by the Company's
shareholders 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.
(b) "Corporate Status" shall mean the status of a person who is or was
a director, officer, employee, agent or fiduciary 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.
(c) "Disinterested Director" shall mean a director of the company who
is not and was not a party to the Proceeding (as hereinafter defined) in respect
of which indemnification is sought by Indemnitee.
(d) "Effective Date" shall mean the date first above written.
(e) "Expenses" shall mean and 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.
(f) "Independent Counsel" shall mean a law firm, or a member of a law
firm, that is experienced in matters of corporation law and neither presently
is, nor in the past five years has been, retained to represent: (i) the Company
or Indemnitee in any matter material
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to either such party; or (ii) any other party to the Proceeding giving rise to a
claim for indemnification hereunder. Notwithstanding the foregoing, the term
"Independent Counsel" shall not include 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.
(g) "Proceeding" shall mean and include any action, suit, arbitration,
alternate dispute resolution mechanism, investigation, administrative hearing or
any other proceeding whether civil, criminal, administrative or investigative,
whether or not initiated prior to the Effective Date, except a proceeding
initiated by an Indemnitee pursuant to Section 11 of this Agreement to enforce
his rights under this Agreement.
2. AGREEMENT TO SERVE. Upon consummation of this Agreement, Indemnitee
agrees to serve as a director of the Company. Indemnitee may at any time and for
any reason resign from such position (subject to any other contractual
obligation or any obligation imposed by operation of law). The Company shall
have no obligation under this Agreement to continue Indemnitee's position with
the Company.
3. INDEMNIFICATION - GENERAL. The Company shall indemnify and advance
Expenses to Indemnitee as provided in this Agreement and to the fullest extent
permitted by applicable law in effect on the date hereof and to such greater
extent as applicable law may thereafter from time to time permit. The rights of
Indemnitee provided under this Section shall include, but shall not be limited
to, the rights set forth in the other sections of this Agreement.
4. THIRD PARTY ACTIONS. Indemnitee shall be entitled to the rights of
indemnification provided in this Section 4 if, by reason of his Corporate
Status, he is or is threatened to be made a party to any threatened, pending or
completed Proceeding, other than a Proceeding by or in the right of the Company.
Pursuant to this Section 4, Indemnitee shall be indemnified against Expenses,
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by him or on his behalf in connection with any such
Proceeding or any claim, issue or matter therein, if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the Company and, with respect to any criminal Proceeding, had no reasonable
cause to believe his conduct was unlawful.
5. DERIVATIVE ACTIONS. Indemnitee shall be entitled to the rights of
indemnification provided in this Section 5 if, by reason of his Corporate
Status, he is or is threatened to be made a party to any threatened, pending or
completed Proceeding brought by or in the right of the Company to procure a
judgment in its favor. Pursuant to this Section 5, Indemnitee shall be
indemnified against Expenses actually and reasonably incurred by him or on his
behalf in connection with such 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
the Company. Notwithstanding the foregoing, no indemnification against such
Expenses shall be made in respect of any claim, issue or matter in such
Proceeding as to which Indemnitee shall have been adjudged to be liable to the
Company, if applicable law prohibits such indemnification against Expenses;
PROVIDED, HOWEVER, that the Company shall nevertheless indemnify Indemnitee
against such expenses in such event if
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and only to the extent that the Circuit Court of the State of Florida, or the
court in which such Proceeding shall have been brought or is pending, shall
determine are reasonable and necessary.
6. INDEMNIFICATION FOR EXPENSES OF AN INDEMNITEE. Notwithstanding any
other provision of this Agreement, to the extent that Indemnitee is, by reason
of his Corporate Status, a party to and is successful on the merits or otherwise
in any Proceeding, he shall be indemnified against all Expenses actually and
reasonably incurred by him or on his behalf in connection therewith. If
Indemnitee is not wholly successful in such Proceeding but is successful, on the
merits or otherwise, as to one or more but less than all claims, issues or
matters in such Proceeding, the Company shall indemnify Indemnitee against all
Expenses actually and reasonably incurred by him or on his behalf in connection
with each successfully resolved claim, issue or matter. For purposes of this
Section 6, and without limitation, the termination of any claim, issue or matter
in such a Proceeding by dismissal, with or without prejudice, shall be deemed to
be a successful result as to such claim, issue or matter.
7. INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other
provision of this Agreement, to the extent that Indemnitee is, by reason of his
Corporate Status, a witness in any Proceeding, he shall be indemnified against
all Expenses actually and reasonably incurred by him or on his behalf in
connection therewith.
8. ADVANCEMENT OF EXPENSES. The Company shall advance all reasonable
Expenses incurred by or on behalf of Indemnitee in connection with any
Proceeding within twenty (20) days after the receipt by the Company of a
statement or statements from Indemnitee requesting such advance or advances from
time to time, whether prior to or after final disposition of such Proceeding.
Such statement or statements shall reasonably evidence the Expenses incurred by
Indemnitee and shall include or be preceded or accompanied by an undertaking by
or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately
be determined that Indemnitee is not entitled to be indemnified against such
Expenses.
9. INDEMNIFICATION PROCEDURE.
(a) To obtain indemnification under this Agreement, Indemnitee shall
submit to the Secretary of the Company (or to such other officer as may be
designated by the Board of Directors) a written request, including therein or
therewith such documentation and information as is reasonably available to
Indemnitee and as is reasonably necessary to determine whether and to what
extent Indemnitee is entitled to indemnification. The Secretary or other
designated officer of the Company shall, promptly upon receipt of such a request
for indemnification, advise the Board of Directors in writing that Indemnitee
has requested indemnification.
(b) Upon written request by Indemnitee for indemnification pursuant to
Section 9(a) hereof, a determination with respect to Indemnitee's entitlement
thereto, if required by applicable law, shall be made in the following specific
cases: (i) if a Change of Control (as herein defined) shall have occurred, by
Independent Counsel (as herein defined) (unless Indemnitee shall request that
such determination be made by the Board of Directors or the shareholders, in
which case by the person or persons or in the manner provided in clauses
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(ii) or (iii) of this Section 9(b) in a written opinion to the Board of
Directors, a copy of which shall be delivered to Indemnitee; (ii) if a Change of
Control shall not have occurred, (A) by the Board of Directors by a majority
vote of a quorum consisting of Disinterested Directors or (B) if a quorum of the
Board of Directors consisting of Disinterested Directors is not obtainable or,
even if obtainable, such quorum of Disinterested Directors so directs, by
Independent Counsel in a written opinion to the Board of Directors, a copy of
which shall be delivered to Indemnitee or (C) if directed by the Directors, by
the shareholders of the Company; or (iii) as provided in Section 10(b) of this
Agreement; and, if it is so determined that Indemnitee is entitled to
indemnification, payment to or on behalf of Indemnitee shall be made within ten
(10) days after such determination. Indemnitee shall cooperate with the person,
persons or entity making such determination with respect to Indemnitee's
entitlement to indemnification, including providing to such person, persons or
entity upon reasonable advance request any documentation or information which is
not privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such determination. Any
Expenses incurred by Indemnitee in so cooperating with the person, persons or
entity making such determination shall be borne by the Company (irrespective of
the determination as to Indemnitee's entitlement to indemnification) and the
Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.
(c) In the event the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section 9(b) hereof, the
Independent Counsel shall be selected as provided in this Section 9(c). If a
Change of Control shall not have occurred, the Independent Counsel shall be
selected by the Board of Directors, and the Company shall give written notice to
Indemnitee advising him of the identity of the Independent Counsel so selected.
If a Change of Control shall have occurred, the Independent Counsel shall be
selected by indemnitee (unless Indemnitee shall request that such selection be
made by the Board of Directors, in which event the preceding sentence shall
apply), and Indemnitee shall give written notice to the Company advising it of
the identity of the Independent Counsel so selected. In either event, Indemnitee
or the Company, as the case may be, may, within seven (7) days after such
written notice of selection shall have been given, deliver to the Company or to
Indemnitee, as the case may be, 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" as defined in
Section 1 of this Agreement, and the objection shall set forth with
particularity the factual basis of such assertion. If such written objection is
made, the Independent Counsel so selected may not serve as Independent Counsel
unless and until a court has determined that such objection is without merit.
If, within twenty (20) days after submission by Indemnitee of a written request
for indemnification pursuant to Section 9(a) hereof, no Independent Counsel
shall have been selected and not objected to, either the Company or Indemnitee
may petition the Circuit Court of the State of Florida for the County of Flagler
for resolution of any objection which shall have been made by the Company or
Indemnitee of the other party's selection of Independent Counsel and/or for the
appointment of Independent Counsel of a person selected by the court or by such
other person as the court shall designate, and the person with respect to whom
an objection is so resolved or the person so appointed shall act as Independent
Counsel under Section 9(b) hereof. The Company shall pay any and all reasonable
fees and Expenses of Independent Counsel incurred by such Independent
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Counsel in connection with such Independent Counsel's obligations under Section
9(b) hereof, and the Company shall pay all reasonable fees and Expenses incident
to the procedures of this Section 9(c), regardless of the manner in which such
Independent Counsel was selected or appointed. Upon the due commencement of any
judicial Proceeding pursuant to Section 11(a) of this Agreement, Independent
Counsel shall be discharged and relieved of any further responsibility in such
capacity (subject to the applicable standards of professional conduct then
prevailing).
10. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.
(a) If a Change of Control shall have occurred, in making a
determination with respect to entitlement to indemnification hereunder, the
person or persons or entity making such determination shall presume that
Indemnitee is entitled to indemnification under this Agreement if Indemnitee has
submitted a request for indemnification in accordance with Section 9(a) of this
Agreement, and the Company shall have the burden of proof to overcome that
presumption in connection with the making by any person, persons or entity of
any determination contrary to that presumption.
(b) If the person, persons or entity empowered or selected under
Section 9 of this Agreement to determine whether Indemnitee is entitled to
indemnification shall not have made a determination within sixty (60) 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 absent: (i) a misstatement by
Indemnitee of a material fact or an omission of a material fact necessary to
make indemnitee's statement not materially misleading in connection with the
request for indemnification; or (ii) a prohibition of such indemnification under
applicable law; PROVIDED, HOWEVER, that such 60-day period may be extended for a
reasonable time, not to exceed an additional thirty (30) days, if the person,
persons or entity making the determination with respect to entitlement to
indemnification in good faith requires such additional time for the obtaining or
evaluating of documentation and/or information relating thereto; and PROVIDED,
FURTHER, that the foregoing provisions of this Section 10(b) shall not apply:
(y) if the determination of entitlement to indemnification is to be made by the
shareholders pursuant to Section 9(b) of this Agreement and if: (A) within
fifteen (15) days after receipt by the Company of the request for such
determination the Board of Directors has resolved to submit such determination
to the shareholders for their consideration at an annual meeting thereof to be
held within seventy-five (75) days after such receipt and such determination is
made thereat; or (B) a special meeting of shareholders is called within fifteen
(15) days after such receipt for the purpose of making such determination, such
meeting is held for such purpose within sixty (60) days after having been so
called and such determination is made thereat; or (z) if the determination of
entitlement to indemnification is to be made by Independent Counsel pursuant to
Section 9(b) of this Agreement.
(c) The termination of any Proceeding or of any claim, issue or 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 Indemnitee did not act in
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good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the Company or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that his conduct was
unlawful.
11. REMEDIES OF INDEMNITEE.
(a) In the event that: (i) a determination is made pursuant to Section
9 of this Agreement that Indemnitee is not entitled to indemnification under
this Agreement; (ii) advancement of Expenses is not timely made pursuant to
Section 8 of this Agreement; (iii) the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section 9(b) of
this Agreement and such determination shall not have been made and delivered in
a written opinion within ninety (90) days after receipt by, the Company, of the
request for indemnification; (iv) payment of indemnification is not made
pursuant to Section 5 of this Agreement within ten (10) days after receipt by
the Company of a written request therefor; or (v) payment of indemnification is
not made within ten (10) days after a determination has been made that
Indemnitee is entitled to indemnification or such determination is deemed to
have been made pursuant to Sections 9 or 10 of this Agreement, Indemnitee shall
be entitled to an adjudication in an appropriate court of the State of Florida,
or in any other court of competent jurisdiction, of his entitlement to such
indemnification or advancement of expenses. Indemnitee shall commence such
proceeding seeking an adjudication within one hundred eighty (180) days
following the date on which Indemnitee first has the right to commence such
proceeding pursuant to this Section 11(a). The Company shall not oppose
indemnitee's right to seek any such adjudication.
(b) In the event that a determination shall have been made pursuant to
Section 9 of this Agreement that Indemnitee is not entitled to indemnification,
any judicial Proceeding commenced pursuant to this Section 11 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 11,
the Company shall have the burden of proving that Indemnitee is not entitled to
indemnification or advancement of Expenses, as the case may be.
(c) If a determination shall have been made or deemed to have been
made pursuant to Sections 9 or 10 of this Agreement that Indemnitee is entitled
to indemnification, the Company shall be bound by such determination in any
judicial Proceeding commenced pursuant to this Section 11, absent: (i) a
misstatement by Indemnitee of a material fact or an omission of a material fact
necessary to make Indemnitees statement not materially misleading, in connection
with the request for indemnification; or (ii) a prohibition of such
indemnification under applicable law.
(d) The Company shall be precluded from asserting in any judicial
Proceeding commenced pursuant to this Section 11 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 the provisions of
this Agreement.
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(e) In the event that Indemnitee, pursuant to this Section 11, seeks a
judicial adjudication to enforce his 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
(of the types described in the definition of Expenses in Section 1 of this
Agreement) actually and reasonably incurred by him in such judicial
adjudication, but only if he prevails therein. If it shall be determined in said
judicial adjudication that Indemnitee is entitled to receive part but not all of
the indemnified action or advancement of Expenses sought, the Expenses incurred
by Indemnitee in connection with such judicial adjudication shall be
appropriately prorated.
12. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.
(a) The rights of indemnification 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 Articles of Incorporation, the Bylaws, any agreement, a vote of
shareholders or a resolution of directors, or otherwise. No amendment,
alteration or repeal of this Agreement or any provision hereof shall be
effective as to any Indemnitee with respect to any action taken or omitted by
such Indemnitee in his Corporate Status prior to such amendment, alteration or
repeal.
(b) To the extent that the Company maintains an insurance policy or
policies providing liability insurance for directors, officers, employees,
agents or fiduciaries of the Company or of another 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 the coverage available for any such director, officer, employee or agent
under such policy or policies.
(c) In the event of any payment under this Agreement, the Company
shall be subrogated to the extent of such payment as all of 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.
(d) 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 or otherwise.
(e) The Company may, to the fullest extent authorized by law, create a
trust fund, grant a security interest and/or use other means (including, without
limitation, letters of credit, surety bonds and other similar arrangements) to
ensure the payment of such amounts as may become necessary to effect
indemnification provided hereunder.
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13. DURATION OF AGREEMENT. This Agreement shall continue until and
terminate upon the later of: (a) ten (10) years after the date that Indemnitee
shall have ceased to serve as a director, officer, employee, agent or fiduciary
of the Company or of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise which Indemnitee served at the request
of the Company; or (b) the final termination of all pending Proceedings in
respect of which Indemnitee is granted rights of indemnification or advancement
of Expenses hereunder and of any Proceeding commenced by Indemnitee pursuant to
Section 11 of this Agreement relating thereto. This Agreement shall be binding
upon the Company and its successors and assigns and shall inure to the benefit
of Indemnitee and his heirs, executors and administrators.
14. SEVERABILITY. If any provision or provisions of this Agreement shall
be held to be invalid, illegal or unenforceable for any reason whatsoever: (a)
the validity, legality and enforceability of the remaining provisions of this
Agreement (including, without limitation, each portion of any section of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall not
in any way be affected or impaired thereby; and (b) to the fullest extent
possible, the provisions of this Agreement (including, without limitation, each
portion of any section of this Agreement containing any such provision held to
be invalid, illegal or unenforceable that is not itself invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.
15. EXCEPTIONS TO INDEMNIFICATION RIGHTS. Notwithstanding any other
provision of this Agreement, Indemnitee shall not be entitled to indemnification
or advancement of Expenses under this Agreement with respect to any Proceeding,
or any claim therein, brought or made by him against the Company.
16. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement. Only one
such counterpart signed by the party against whom enforceability is sought needs
to be produced to evidence the existence of this Agreement.
17. CAPTIONS. The headings of the paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to
15constitute part of this Agreement or to affect the construction thereof.
18. AMENDMENT AND WAIVER. 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.
19. NOTICE BY INDEMNITEE. Indemnitee agrees promptly to notify the Company
in writing upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding or matter
which may be subject to indemnification or advancement of Expenses covered
hereunder.
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20. NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given: (i)
if delivered by hand and receipted for by the party to whom said notice or other
communication shall have been directed, then when so delivered; or (ii) if
mailed by certified mail, return receipt requested, with postage prepaid, on the
third business day after the date on which it is so mailed:
(a) If to Indemnitee, to the address set forth immediately following
Indemnitee's signature hereinbelow.
(b) If to the Company, to: 0 Xxxxxxxx Xxxxxxxxx, Xxxx Xxxxx, Xxxxxxx
00000. Attention: Corporate secretary.
or to such other address as may have been furnished to Indemnitee by the Company
or to the Company by Indemnitee, as the case may be.
21. GOVERNING LAW. The parties agree that this Agreement shall be governed
by, and construed and enforced in accordance with, the laws of the State of
Delaware, without giving effect to the principals of conflicts of laws.
22. GENDER. Use of the masculine pronoun shall be deemed to include usage
of the feminine pronoun where appropriate.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Indemnification
Agreement on the day and year first above written.
CATHETER TECHNOLOGY GROUP, INC.
"COMPANY"
By: /s/ W. XXXX XXXXXX
---------------------------
W. Xxxx Xxxxxx
Executive Vice President
INDEMNITEE
/s/ XXXX X. XXXXX
--------------------------------
Xxxx X. Xxxxx
Address:_____________________
_____________________________
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