INDEMNIFICATION AGREEMENT
INDEMNIFICATION
AGREEMENT (this "Agreement"), dated as of __________, 2006, between iCAD, Inc.,
a Delaware corporation (the "Company") and _____________
("Indemnitee").
WHEREAS,
Indemnitee is an officer of the Company;
WHEREAS,
the Certificate of Incorporation and/or Bylaws of the Company provide certain
indemnification rights to the directors and officers of the Company, as provided
by Delaware law;
WHEREAS,
in recognition of Indemnitee's need for substantial protection against personal
liability in order to enhance Indemnitee's continued service to the Company
in
an effective manner and Indemnitee's reliance on past assurances of
indemnification, the Company wishes to provide in this Agreement for the
indemnification of and the advancing of expenses (whether partial or complete)
to Indemnitee to the fullest extent permitted by law and as set forth in this
Agreement, and, to the extent insurance is maintained, for the continued
coverage of Indemnitee under the Company's directors' and officers' liability
insurance policies;
NOW,
THEREFORE, in consideration of the premises, the mutual covenants and agreements
contained herein and Indemnitee's continuing to serve as an officer of the
Company, the parties hereto agree as follows:
1. Agreement
to Serve.
Indemnitee hereby agrees to serve or continue to serve as an officer of the
Company or its subsidiaries for so long as Indemnitee is duly elected or
appointed. Indemnitee may, however, resign from such position at any time and
for any reason by delivering Indemnitee's resignation pursuant to the Bylaws
of
the Company. The Company's obligation to indemnify Indemnitee as set forth
in
this Agreement shall continue in full force and effect notwithstanding any
such
termination of appointment, resignation or dissolution.
2. Indemnity.
The
Company hereby agrees to hold harmless and indemnify Indemnitee with respect
to
Indemnitee's Corporate Status (as hereinafter defined) to the full extent
authorized or permitted by the Delaware General Corporation Law ("DGCL"), as
such may be amended from time to time. In furtherance of the foregoing, and
without limiting the generality thereof:
(a) Proceedings
other than Proceedings by or in the Right of the Company.
Indemnitee shall be entitled to the rights of indemnification provided in this
Section 2(a) if, by reason of Indemnitee's Corporate Status, Indemnitee was
or
is, or is threatened to be made, a party to or participant in any Proceeding
(as
hereinafter defined) other than a Proceeding by or in the right of the Company.
Pursuant to this Section 2(a), Indemnitee shall be indemnified against all
Expenses (as hereinafter defined), judgments, penalties, fines and amounts
paid
in settlement actually and reasonably incurred by Indemnitee or on Indemnitee's
behalf in connection with such Proceeding or any claim, issue or matter therein,
if Indemnitee acted in good faith and in a manner Indemnitee 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 Indemnitee's
conduct was unlawful.
(b) Proceedings
by or in the Right of the Company.
Indemnitee shall be entitled to the rights of indemnification provided in this
Section 2(b) if, by reason of Indemnitee's Corporate Status, Indemnitee was
or
is, or is threatened to be made, a party to or participant in any Proceeding
brought by or in the right of the Company to procure a judgment in its favor.
Pursuant to this Section 2(b), Indemnitee shall be indemnified against all
Expenses actually and reasonably incurred by Indemnitee or on Indemnitee's
behalf in connection with such Proceeding if Indemnitee acted in good faith
and
in a manner Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company; provided, however, that, if applicable law so
provides, 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 finally adjudged to be liable to the Company unless and to the extent
that
the Court of Chancery of the State of Delaware shall determine that such
indemnification may be made.
3. Contribution
in the Event of Joint Liability.
(a) Whether
or not the indemnification provided in Section 2 hereof is available, in respect
of any threatened, pending or completed action, suit or proceeding in which
the
Company is jointly liable with Indemnitee (or would be jointly liable if joined
in such action, suit or proceeding), the Company shall pay, in the first
instance, the entire amount of any judgment or settlement of such action, suit
or proceeding without requiring Indemnitee to contribute to such payment, and
the Company hereby waives and relinquishes any right of contribution it may
have
against Indemnitee. The Company shall not enter into any settlement of any
action, suit or proceeding in which the Company is jointly liable with
Indemnitee (or would be jointly liable if joined in such action, suit or
proceeding) unless such settlement provides for a full and final release of
all
claims asserted against Indemnitee.
(b) Without
diminishing or impairing the obligations of the Company set forth in Section
3(a) hereof, if, for any reason, Indemnitee shall elect or be required to pay
all or any portion of any judgment or settlement in any threatened, pending
or
completed action, suit or proceeding in which the Company is jointly liable
with
Indemnitee (or would be jointly liable if joined in such action, suit or
proceeding), the Company shall contribute to the amount of Expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred and paid
or payable by Indemnitee in proportion to the relative benefits received by
the
Company and all officers, directors or employees of the Company, other than
Indemnitee, who are jointly liable with Indemnitee (or would be jointly liable
if joined in such action, suit or proceeding), on the one hand, and Indemnitee,
on the other hand, from the transaction from which such action, suit or
proceeding arose; provided, however, that the proportion determined on the
basis
of relative benefit may, to the extent necessary to conform to law, be further
adjusted by reference to the relative fault of the Company and all officers,
directors or employees of the Company, other than Indemnitee, who are jointly
liable with Indemnitee (or would be jointly liable if joined in such action,
suit or proceeding), on the one hand, and Indemnitee, on the other hand, in
connection with the events that resulted in such Expenses, judgments, fines
or
settlement amounts, as well as any other equitable considerations which the
law
may require to be considered. The relative fault of the Company and all
officers, directors or employees of the Company other than Indemnitee who are
jointly liable with Indemnitee (or would be jointly liable if joined in such
action, suit or proceeding), on the one hand, and Indemnitee, on the other
hand,
shall be determined by reference to, among other things, the degree to which
their actions were motivated by intent to gain personal profit or advantage,
the
degree to which their liability is primary or secondary, and the degree to
which
their conduct is active or passive.
(c) The
Company hereby agrees to fully indemnify and hold Indemnitee harmless from
any
claims of contribution which may be brought by officers, directors or employees
of the Company against the Indemnitee who may be jointly liable with Indemnitee.
2
4. Indemnification
for Expenses of a Witness.
Notwithstanding any other provision of this Agreement, to the extent that
Indemnitee is, by reason of Indemnitee's Corporate Status, a witness in any
Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified
against all Expenses actually and reasonably incurred by Indemnitee or on
Indemnitee's behalf in connection therewith but shall not be entitled to any
fees for time spent in connection with preparation for, travel to and from
the
Proceeding location and court time.
5. Advancement
of Expenses.
Notwithstanding any other provision of this Agreement, the Company shall advance
all reasonable Expenses to be incurred by or on behalf of Indemnitee in
connection with any Proceeding by reason of Indemnitee's Corporate Status within
ten 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 to be 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
by the Company that Indemnitee is not entitled to be indemnified against such
Expenses. Any advances and undertakings to repay pursuant to this Section 5
shall be unsecured and interest free. Notwithstanding the foregoing, the
obligation of the Company to advance Expenses pursuant to this Section 5 shall
be subject to the condition that, if, when and to the extent that the Company
determines that Indemnitee would not be permitted to be indemnified under
applicable law, the Company shall be entitled to be reimbursed, within 30 days
of such determination, by Indemnitee for all such amounts theretofore paid;
provided, however, that if Indemnitee has commenced or thereafter commences
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 Company 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 advance of Expenses until a final judicial
determination is made with respect thereto (as to which all rights of appeal
therefrom have been exhausted or lapsed).
6. Procedures
and Presumptions for Determination of Entitlement to
Indemnification.
It is
the intent of this Agreement to secure for Indemnitee rights of indemnity that
are as favorable as may be permitted under the law and public policy of the
State of Delaware. Accordingly, the parties agree that the following procedures
and presumptions shall apply in the event of any question as to whether
Indemnitee is entitled to indemnification under this Agreement:
(a) To
obtain
indemnification (including, but not limited to, the advancement of Expenses
and
contribution by the Company) under this Agreement, Indemnitee shall submit
to
the General Counsel of the Company a written request, including therein or
therewith such documentation and information as is reasonably available to
Indemnitee and is reasonably necessary to determine whether and to what extent
Indemnitee is entitled to indemnification. The General Counsel of the Company
shall, promptly upon receipt of such a request for indemnification, advise
the
Board in writing that Indemnitee has requested indemnification.
(b) Upon
written request by Indemnitee for indemnification pursuant to the first sentence
of Section 6(a) hereof, a determination, if required by applicable law, with
respect to Indemnitee's entitlement thereto shall be made in the specific case
by Independent Counsel in a written opinion unless previously approved by a
majority vote of the Disinterested Directors, even though less than a quorum.
3
(c) If
the
determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be
selected as provided in this Section 6(c). The Independent Counsel shall be
selected by Indemnitee (unless Indemnitee shall request that such selection
be
made by the Board). Indemnitee or the Company, as the case may be, may, within
10 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; provided, however, that 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 13 of this Agreement, and the
objection shall set forth with particularity the factual basis of such
assertion. Absent a proper and timely objection, the person so selected shall
act as Independent Counsel. If a written objection is made and substantiated,
the Independent Counsel selected may not serve as Independent Counsel unless
and
until such objection is withdrawn or a court has determined that such objection
is without merit. If, within 30 days after submission by Indemnitee of a written
request for indemnification pursuant to Section 6(a) hereof, no Independent
Counsel shall have been selected and not objected to, either the Company or
Indemnitee may petition the Court of Chancery of the State of Delaware or other
court of competent jurisdiction for resolution of any objection which shall
have
been made by the Company or Indemnitee to the other's selection of Independent
Counsel and/or for the appointment as 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 all objections are so resolved or the person so
appointed shall act as Independent Counsel under Section 6(b) hereof. The
Company shall pay any and all reasonable fees and expenses of Independent
Counsel incurred by such Independent Counsel in connection with acting pursuant
to Section 6(b) hereof, and the Company shall pay all reasonable fees and
expenses incident to the procedures of this Section 6(c), regardless of the
manner in which such Independent Counsel was selected or appointed.
(d) In
making
a determination with respect to entitlement to indemnification hereunder, the
person or persons or entity making such determination shall presume (unless
there is clear and convincing evidence to the contrary) that Indemnitee is
entitled to indemnification under this Agreement if Indemnitee has submitted
a
request for indemnification in accordance with Section 6(a) of this
Agreement.
(e) Indemnitee
shall be deemed to have acted in good faith if Indemnitee's action is based
on
the records or books of account of the Company, including financial statements,
or on information supplied to Indemnitee by officers of the Company in the
course of their duties, or on the advice of legal counsel for the Company or
on
information or records given or reports made to the Company by an independent
certified public accountant, by a financial advisor or by an appraiser or other
expert selected with reasonable care by the Company. In addition, the knowledge
and/or actions, or failure to act, of any officer, director, agent or employee
of the Company shall not be imputed to Indemnitee for purposes of determining
the right to indemnification under this Agreement. Whether or not the foregoing
provisions of this Section 6(e) are satisfied, it shall in any event be presumed
(unless there is clear and convincing evidence to the contrary) that Indemnitee
has at all times acted in good faith and in a manner Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company. For
purposes of this Section 6(e), Company shall include the Company and any of
its
subsidiaries.
4
(f) If
the
person, persons or entity empowered or selected under Section 6(b) to determine
whether Indemnitee is entitled to indemnification shall not have made a
determination within 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 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 15 days, if the person, persons or entity
making the determination with respect to entitlement to indemnification in
good
faith requires such additional time for obtaining or evaluating documentation
and/or information relating thereto.
(g) 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 Independent Counsel or member of the Board
shall act reasonably and in good faith in making a determination under this
Agreement of Indemnitee's entitlement to indemnification. Any costs or expenses
(including attorneys' fees and disbursements) 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.
7. Remedies.
(a) In
the
event that (i) a determination is made pursuant to Section 6 of this Agreement
that Indemnitee is not entitled to indemnification under this Agreement, (ii)
advancement of Expenses is not timely made pursuant to Section 5 of this
Agreement, (iii) no determination of entitlement to indemnification shall have
been made pursuant to Section 6(b) of this Agreement within 90 days after
receipt by the Company of the request for indemnification, (iv) payment of
indemnification is not made pursuant to this Agreement within ten days after
receipt by the Company of a written request therefor, or (v) payment of
indemnification is not made within ten days after a determination has been
made
that Indemnitee is entitled to indemnification or such determination is deemed
to have been made pursuant to Section 6 of this Agreement, and such matter
has
not been cured, Indemnitee shall be entitled to an adjudication in an
appropriate court of the State of Delaware, or in any other court of competent
jurisdiction, of his entitlement to such indemnification. Indemnitee shall
commence such proceeding seeking an adjudication within 180 days following
the
date on which Indemnitee first has the right to commence such proceeding
pursuant to this Section 7(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 6(b) of
this
Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding commenced pursuant to this Section 7 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.
(c) If
a
determination shall have been made pursuant to Section 6(b) 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
7, absent a prohibition of such indemnification under applicable law.
(d) In
the
event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication
of Indemnitee's rights under, or to recover damages for breach of, this
Agreement, or to recover under any directors' and officers' liability insurance
policies maintained by the Company, the Company shall pay on Indemnitee's
behalf, in advance, any and all expenses (of the types described in the
definition of Expenses in Section 13 of this Agreement) actually and reasonably
incurred by Indemnitee in such judicial adjudication, regardless of whether
Indemnitee ultimately is determined to be entitled to such indemnification,
advancement of expenses or insurance recovery.
5
(e) The
Company shall be precluded from asserting in any judicial proceeding commenced
pursuant to this Section 7 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.
8. Non-Exclusivity;
Survival of Rights; Insurance; Subrogation.
(a) The
rights of indemnification 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 Certificate of Incorporation of the Company, the
Bylaws of the Company, any agreement, a vote of stockholders or a resolution
of
directors, or otherwise. No amendment, alteration or repeal of this Agreement
or
of any provision hereof shall limit or restrict any right of Indemnitee under
this Agreement in respect of any action taken or omitted by Indemnitee in
Indemnitee's Corporate Status prior to such amendment, alteration or repeal.
To
the extent that a change in the law, whether by statute or judicial decision,
permits greater indemnification than would be afforded currently under this
Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy,
by this Agreement, the greater benefits so afforded by such change. No right
or
remedy herein conferred is intended to be exclusive of any other right or
remedy, and every other right and remedy shall be cumulative and in addition
to
every other right and remedy given hereunder or now or hereafter existing at
law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other right or remedy.
(b) To
the
extent that the Company maintains an insurance policy or policies providing
liability insurance for officers, directors, employees, or agents or fiduciaries
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 the coverage
available for Indemnitee 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 to 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.
9. Exception
to Right of Indemnification.
Notwithstanding any other provision of this Agreement, Indemnitee shall not
be
entitled to indemnification under this Agreement with respect to any Proceeding
brought by Indemnitee, or any claim therein, unless (a) the bringing of such
Proceeding or making of such claim shall have been approved by the Board or
(b)
such Proceeding is being brought by Indemnitee to assert Indemnitee's rights
under this Agreement.
6
10. Duration
of Agreement.
All
agreements and obligations of the Company contained herein shall continue during
the period Indemnitee is serving as a director or officer of the Company (or
is
or was serving at the request of the Company as an officer, director, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise) and shall continue thereafter so long as Indemnitee shall be subject
to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason
of Indemnitee's Corporate Status, whether or not Indemnitee is acting or serving
in any such capacity at the time any liability or expense is incurred for which
indemnification can be provided under this Agreement. This Agreement shall
be
binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors (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), assigns, spouses,
heirs, executors and personal and legal representatives. This Agreement shall
continue in effect regardless of whether Indemnitee continues to serve as a
director or officer of the Company or any other enterprise at the Company's
request.
11. Security.
To the
extent requested by Indemnitee and approved by the Board, the Company may at
any
time and from time to time provide security to Indemnitee for the Company's
obligations hereunder through an irrevocable bank line of credit, funded trust
or other collateral. Any such security, once provided to Indemnitee, may not
be
revoked or released without the prior written consent of Indemnitee.
12. Enforcement.
(a) The
Company expressly confirms and agrees that it has entered into this Agreement
and assumed the obligations imposed on it hereby in order to induce Indemnitee
to serve or to continue to serve as an officer of the Company, as applicable,
and the Company acknowledges that Indemnitee is relying upon this Agreement
in
serving or continuing to serve as an officer of the Company.
(b) This
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, oral, written and implied, between the parties hereto with
respect to the subject matter hereof.
13. Definitions.
For
purposes of this Agreement:
(a) "Corporate
Status" describes the status of a person who is or was an officer or director
of
the Company or any of its subsidiaries.
(b) "Disinterested
Director" means a director of the Company who is not and was not a party to
the
Proceeding in respect of which indemnification is sought by Indemnitee.
(c) "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, participating, or being or preparing to be a witness in a
Proceeding.
(d) "Independent
Counsel" means 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 to either such party (other than with respect to matters concerning
Indemnitee under this Agreement), 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. The Company
agrees to pay the reasonable fees of the Independent Counsel referred to above
and to fully indemnify such counsel against any and all Expenses, claims,
liabilities and damages arising out of or relating to this Agreement or its
engagement pursuant hereto.
7
(e) "Proceeding"
includes any threatened, pending or completed action, suit, arbitration,
alternate dispute resolution mechanism, investigation, inquiry, administrative
hearing or any other actual, threatened or completed proceeding, whether brought
by or in the right of the Company or otherwise and whether civil, criminal,
administrative or investigative, in which Indemnitee was, is or will be involved
as a party or otherwise, by reason of the fact that Indemnitee was or is a
director or officer of the Company, by reason of any action taken by Indemnitee
or of any inaction on Indemnitee's part while serving as a director or officer
of the Company or by reason of the fact that Indemnitee is or was serving at
the
request of the Company as an officer, director, employee, consultant, fiduciary
or agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, in each case whether or not Indemnitee is
acting or serving in any such capacity at the time any liability or expense
is
incurred for which indemnification can be provided under this Agreement, and
excluding one initiated by Indemnitee pursuant to Section 7 of this Agreement
to
enforce Indemnitee's rights under this Agreement.
14. Severability.
If any
provision or provisions of this Agreement shall be held by a court of competent
jurisdiction to be invalid, void, illegal or otherwise 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 shall
remain enforceable to the fullest extent permitted by law; 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 thereby.
15. Modification
and Waiver.
No
supplement, modification, termination or amendment of this Agreement shall
be
binding unless executed in writing by 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 such waiver
constitute a continuing waiver.
16. Notice
by Indemnitees.
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 covered hereunder. The failure to so notify the Company shall
not relieve the Company of any obligation which it may have to Indemnitee under
this Agreement or otherwise.
17. 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,
Indemnitee's spouse, heirs, assigns or personal or legal representatives after
the expiration two years from the date of accrual of such cause of action,
and
to the fullest extent permitted by applicable law, 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 such two year period;
provided, however, that if any shorter period of limitations is otherwise
applicable to any such cause of action, such shorter period shall govern unless
a longer period is required by applicable law.
8
18. Notices.
All
notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given if (i) delivered by and
receipted for by the party to whom said notice or other communication shall
have
been directed, (ii) sent by nationally recognized overnight courier or (iii)
mailed by certified or registered mail with postage prepaid, and in each case
shall be deemed given upon receipt:
(a) If
to
Indemnitee, to the address set forth on the signature page of this Agreement.
(b) If
to the
Company, to its principal executive offices at:
iCAD,
Inc.
0
Xxxxxxxx Xxxx, Xxxxx 00
Xxxxxx,
XX 00000
Attn:
General Counsel
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.
19. Identical
Counterparts.
This
Agreement may be executed in two 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.
20. Headings.
The
headings of the paragraphs of this Agreement are inserted for convenience only
and shall not be deemed to constitute part of this Agreement or to affect the
construction thereof.
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
application of the conflict of laws principles thereof.
9
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day
and year first above written.
iCAD,
INC.
By:
___________________________________________
Name:
Title:
INDEMNITEE
______________________________________________
Name:
Address:
10
