EXHIBIT 14
INDEMNITY AGREEMENT dated as of May 10, 1995,
made between OFFSHORE LOGISTICS, INC.,
a Delaware corporation (the "Company"),
and Xxxxxx X. Small ("Indemnitee").
WHEREAS, the Company is aware that competent and experienced persons are
increasingly reluctant to serve as directors, officers or agents of corporations
unless they are protected by comprehensive liability insurance or
indemnification, as a result of increased exposure to litigation costs and risks
resulting from their service to such corporations, and because the exposure
frequently bears no reasonable relationship to the compensation of such
directors, officers and other agents;
WHEREAS, the statutes and judicial decisions regarding the duties of
directors and officers are often difficult to apply, ambiguous, or conflicting,
and therefore fail to provide such directors, officers and agents with adequate,
reliable knowledge of legal risks to which they are exposed or information
regarding the proper course of action to take;
WHEREAS, plaintiffs often seek damages in such large amounts and the costs
of litigation may be so enormous (whether or not the case is meritorious) that
the defense or settlement of such litigation is often beyond the personal
resources of directors, officers and other agents;
WHEREAS, the Company believes that it is unfair for its directors, officers
and agents and the directors, officers and agents of its subsidiaries to assume
the risk of judgments and other expenses which may occur in cases in which the
director, officer or agent received no personal profit and in cases where the
director, officer or agent was not culpable;
WHEREAS, the Company recognized that the issues in controversy in
litigation against a director, officer or agent of a corporation such as the
Company or any of its subsidiaries are often related to the knowledge, motives
and intent of such director, officer or agent, that he or she is usually the
only witness with knowledge of the essential facts and exculpating circumstances
regarding such matters, and that the long period of time that usually elapses
before the trial or other disposition of such litigation often extends beyond
the time that the director, officer or agent can reasonably recall such matters;
and may extend beyond the normal time for retirement for such director, officer
or agent with the result that he or she (after retirement) or (in the event of
his or her death), his or her spouse, heirs, executors or administrators, may be
faced with limited ability and undue hardship in maintaining an adequate
defense, which may discourage such a director, officer or agent from serving in
that position;
WHEREAS, based upon the experience of members of the Board of Directors as
business managers, the Board of Directors of the Company (the "Board") (i) has
concluded that, to retain and attract talented and experienced individuals to
serve as directors, officers and agents of the
Company and its subsidiaries and to encourage such individuals to take the
business risks necessary for the success of the Company and its subsidiaries, it
is necessary for the Company to contractually indemnify its directors, officers
and agents and the directors, officers and agents of its subsidiaries, and to
assume for itself maximum liability for expenses and damages in connection with
claims against such directors, officers and agents in connection with their
service to the Company and its subsidiaries, and (ii) has further concluded that
the failure to provide such contractual indemnification could result in great
harm to the Company and its subsidiaries and the Company's stockholders;
WHEREAS, Section 145 of the General Corporation Law of Delaware, under
which the Company is organized ("Section 145"), empowers the Company to
indemnify its directors, officers, employees and agents by agreement and to
indemnify persons who serve, at the request of the Company, as the directors,
officers, employees or agents of other corporations or enterprises, and
expressly provides that the indemnification provided by Section 145 is not
exclusive;
WHEREAS, the Company desires and has requested Indemnitee to serve or
continue to serve as a director, officer or agent of the Company or one or more
subsidiaries of the Company free from undue concern for claims for damages
arising out of or related to such services to the Company or one or more
subsidiaries of the Company; and
WHEREAS, Indemnitee is willing to serve, or to continue to serve, the
Company or one or more subsidiaries of the Company, provided that Indemnitee is
furnished the indemnity provided for herein.
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
SECTION 1. Definitions. (a) Agent. For the purposes of this Agreement,
"agent" of the Company means any person who (i) is or was a director, officer,
employee or other agent of the Company or a subsidiary of the Company, (ii) is
or was serving at the request of, for the convenience of, or to represent the
interests of the Company or a subsidiary of the Company as a director, officer,
employee or agent of another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise, (iii) was a director, officer, employee or
agent of a foreign or domestic corporation which was a predecessor corporation
of the Company or a subsidiary of the Company, or (iv) was a director, officer,
employee or agent of another enterprise at the request of, for the convenience
of, or to represent the interest of such predecessor corporation.
(b) ERISA. For the purposes of this Agreement, "ERISA" means the Employee
Retirement Income Security Act of 1974, as amended.
(c) Expenses. For purposes of this Agreement, "expenses" includes all
direct and indirect costs of any type or nature whatsoever (including, without
limitation, all attorneys' fees and related disbursements, other out-of-pocket
costs and reasonable compensation for time spent by the Indemnitee for which
Indemnitee is not otherwise compensated by the Company or any
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third party) actually and reasonably incurred by the Indemnitee in connection
with either the investigation, defense or appeal of a proceeding or the
establishment or enforcement of a right to indemnification under this Agreement
or Section 145 or otherwise; provided, however, that "expenses" shall not
include any judgments, fines, ERISA excise taxes or penalties, or amounts paid
in settlement of a proceeding.
(d) Proceeding. For the purposes of this Agreement, "proceeding" means any
threatened, pending, or completed action, suit or other proceeding, whether
civil, criminal, administrative, investigative or any other type whatsoever.
(e) Subsidiary. For purposes of this Agreement, "subsidiary" means any
corporation of which more than 50% of the outstanding voting securities is owned
directly or indirectly by the Company, by the Company and one or more other
subsidiaries of the Company, or by one or more other subsidiaries of the
Company.
SECTION 2. Agreement to Serve. Indemnitee agrees to serve or continue to
serve as an agent of the Company, at its will (or under separate agreement, if
such agreement exists), in the capacity Indemnitee currently serves as an agent
of the Company, so long as Indemnitee is duly appointed or elected and qualified
in accordance with the applicable provisions of the Bylaws of the Company or any
subsidiary of the Company or until such time as Indemnitee tenders Indemnitee's
resignation in writing; provided, however, that nothing contained in this
Agreement is intended to create any right to continued employment by Indemnitee.
SECTION 3. Liability Insurance. (a) Maintenance of D&O Insurance. The
Company hereby covenants and agrees that, so long as Indemnitee shall continue
to serve as an agent of the Company and thereafter so long as Indemnitee shall
be subject to any possible proceeding by reason of the fact that Indemnitee was
an agent of the Company, the Company, subject to Section 3(c), shall promptly
obtain and maintain in full force and effect directors' and officers' liability
insurance ("D&O Insurance") in reasonable amounts from established and reputable
insurers.
(b) Rights and Benefits. In all policies of D&O Insurance, Indemnitee
shall be named as an insured in such a manner as to provide Indemnitee the same
rights and benefits as are accorded to the most favorably insured of the
Company's directors, if Indemnitee is a director, or of the Company's officers,
if Indemnitee is not a director of the Company but is an officer, or of the
Company's key employees, if Indemnitee is not a director or officer.
(c) Limitation on Required Maintenance of D&O Insurance. Notwithstanding
the foregoing, the Company shall have no obligation to obtain or maintain D&O
Insurance if the Company determines in good faith that such insurance is not
reasonably available, the premium costs for such insurance are disproportionate
to the amount of coverage provided, the coverage provided by such insurance is
limited by exclusions so as to provide an insufficient benefit, or Indemnitee is
covered by similar insurance maintained by a subsidiary of the Company or by
another person pursuant to a contractual obligation owed to the Company or
Indemnitee.
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SECTION 4. Mandatory Indemnification. Subject to Section 9 below, the
Company shall indemnify Indemnitee as follows:
(a) Successful Defense. To the extent Indemnitee has been successful on
the merits or otherwise in defense of any proceeding (including, without
limitation, an action by or in the right of the Company) to which Indemnitee was
a party by reason of the fact that Indemnitee is or was or had agreed to become
an agent of the Company at any time, the Company shall indemnify Indemnitee
against all expenses of any type whatsoever actually and reasonably incurred by
Indemnitee in connection with the investigation, defense or appeal of such
proceeding.
(b) Third-Party Actions. If Indemnitee was or is a party or is threatened
to be made a party to any proceeding (other than an action by or in the right of
the Company) by reason of the fact that Indemnitee is or was or had agreed to
become an agent of the Company, or by reason of anything done or not done by
Indemnitee in any such capacity, the Company shall indemnify Indemnitee against
any and all expenses and liabilities of any type whatsoever (including, without
limitation, judgments, fines, ERISA excise taxes and penalties, and amounts paid
in settlement) actually and reasonably incurred by Indemnitee in connection with
the investigation, defense, settlement or appeal of such proceeding, provided
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 its stockholders,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe Indemnitee's conduct was unlawful.
(c) Derivative Actions. If Indemnitee was or is party or is threatened to
be made a party to any proceeding by or in the right of the Company to procure a
judgment in its favor by reason of the fact that Indemnitee is or was or had
agreed to become an agent of the Company, or by reason of anything done or not
done by Indemnitee in any such capacity, the Company shall indemnify Indemnitee
against any amounts paid in settlement of any such proceeding and all expenses
actually and reasonably incurred by him in connection with the investigation,
defense, settlement, or appeal of such proceeding, provided Indemnitee acted in
good faith and in a manner Indemnitee reasonably believed to be in or not
opposed to the best interest of the Company and its stockholders. The Company
shall indemnify Indemnitee against judgments, fines, ERISA excise taxes and
penalties to the same extent and subject to the same conditions as described in
the immediately preceding sentence. Notwithstanding the foregoing, no
indemnification under this subsection 4(c) shall be made in respect of any
claim, issue or matter as to which Indemnitee shall have been finally adjudged
to be liable to the Company by a court of competent jurisdiction unless (and
only to the extent that) the court in which such proceeding was brought or the
Court of Chancery of Delaware shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
Indemnitee is fairly and reasonably entitled to indemnity for such amounts which
the court shall deem proper.
(d) Actions where Indemnitee is Deceased. If Indemnitee was or is a party
or is threatened to be made a party to any proceeding by reason of the fact that
Indemnitee is or was or had agreed to become an agent of the Company, or by
reason of anything done or not done by Indemnitee in any such capacity, and if
prior to, during the pendency of or after completion
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of such proceeding Indemnitee becomes deceased, the Company shall indemnify
Indemnitee's heirs, executors and administrators against any and all expenses
and liabilities of any type whatsoever (including, without limitation,
judgments, fines, ERISA excise taxes and penalties, and amounts paid in
settlement) actually and reasonably incurred to the extent Indemnitee would have
been entitled to indemnification pursuant to Section 4(a), 4(b) or 4(c) above
were Indemnitee still alive.
(e) Limit to Indemnity. Notwithstanding the foregoing, the Company shall
not be obligated to indemnify Indemnitee for expenses or liabilities of any type
whatsoever (including, without limitations, judgments, fines, ERISA excise taxes
and penalties, and amounts paid in settlement) for which payment is actually
made to Indemnitee under a valid and collectible policy of D&O Insurance, or
under a valid and enforceable indemnity clause, bylaw or other agreement, except
in respect of any excess beyond payment under such insurance, clause, bylaw or
agreement.
(f) Good Faith Defined. For purposes of this Agreement, Indemnitee shall
be deemed to have 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 its
stockholders, or, with respect to any criminal action or proceeding, to have had
no reasonable cause to believe Indemnitee's conduct was unlawful, if in either
such case Indemnitee's action is based on the records or books of account of the
Company or any of its subsidiaries, or on information supplied to Indemnitee by
the officers of the Company or any of its subsidiaries in the course of
Indemnitee's duties, or on the advice (which advice shall, in the case of any
criminal act or proceeding, be in writing) of legal counsel for the Company or
any of its subsidiaries, or on information or records given or reports made to
the Company or any of its subsidiaries by an independent certified public
accountant or by an appraiser or other expert selected by the Company or any of
its subsidiaries. The provisions of this paragraph (f) shall not be deemed to
be exclusive or to limit in any way the circumstances in which Indemnitee may be
deemed to have met the applicable standard of conduct required to entitle
Indemnitee to indemnification hereunder. Further, the termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that Indemnitee did not act in good faith and in a manner which
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company or its stockholders and, with respect to any criminal action or
proceeding, had reasonable cause to believe that such Indemnitee's conduct was
unlawful.
SECTION 5. Partial Indemnification. If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of any expenses or liabilities of any type whatsoever (including,
without limitation, judgments, fines, ERISA excise taxes and penalties, and
amounts paid in settlement) incurred by Indemnitee in the investigation,
defense, settlement or appeal of a proceeding, but is not entitled to
indemnification for the total amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion thereof to which the Indemnitee is
entitled.
SECTION 6. Mandatory Advancement of Expenses. Subject to Section 9(a)
below, the Company shall advance all expenses incurred by Indemnitee in
connection with the investigation,
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defense, settlement or appeal of any proceeding to which Indemnitee is a party
or is threatened to be made a party by reason of the fact that Indemnitee is or
was or had agreed to become an agent of the Company, provided that the Company
may require, as a condition to the advancement of expenses with respect to a
proceeding, that Indemnitee reaffirm in respect of such proceeding Indemnitee's
undertaking in the next sentence. The Indemnitee hereby undertakes to repay such
amounts advanced only if, and to the extent that, it shall be ultimately
determined pursuant to Section 8 hereof that Indemnitee is not entitled to be
indemnified hereunder by the Company with respect thereto. The advances to be
made hereunder shall be paid by the Company to Indemnitee within 20 days
following delivery of a written request therefor by Indemnitee to the Company.
SECTION 7. Notice and Other Indemnification Procedures. (a) Promptly
after receipt by Indemnitee of notice of the commencement, of or the threat of
commencement of, any proceeding, the Indemnitee shall, if the Indemnitee
believes that indemnification with respect thereto may be sought from the
Company under this Agreement, notify the Company of the commencement, or threat
of commencement, thereof, provided that any failure to so notify shall not
relieve the Company from any liability it may have to Indemnitee hereunder
except to the extent the Company is materially prejudiced thereby.
(b) If, at the time of the receipt of a notice of the commencement of a
proceeding pursuant to Section 7(a) hereof, the Company has D&O Insurance in
effect, the Company shall give prompt notice of the commencement of such
proceeding to the insurers in accordance with the procedures set forth in the
respective policies. The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of Indemnitee, all
amounts payable as a result of such proceeding in accordance with the terms of
such policies.
(c) In the event the Company shall be obligated to pay the expenses of any
proceeding against Indemnitee, the Company, if appropriate, shall be entitled to
assume the defense of such proceeding, with counsel reasonably satisfactory to
Indemnitee, upon the delivery to Indemnitee of written notice of its election so
to do. After delivery of such notice, approval of such counsel by Indemnitee
and the retention of such counsel by the Company, the Company will not be liable
to Indemnitee under this Agreement for any fees of counsel subsequently incurred
by the Indemnitee with respect to the same proceeding; provided, however, that
(i) Indemnitee shall have the right to employ separate counsel in any such
proceeding at Indemnitee's expense and (ii) if (A) the employment of separate
counsel by Indemnitee has been previously authorized by the Company, (B)
Indemnitee shall have reasonably concluded that there may be a conflict of
interest between the Company and Indemnitee in the conduct of any such defense,
or (C) the Company shall not, in fact, have employed counsel within a reasonable
period of time to assume the defense of such proceeding, the fees and expenses
of Indemnitee's separate counsel shall be at the expense of the Company.
SECTION 8. Determination of Right to Indemnification. (a) To the extent
Indemnitee has been successful on the merits or otherwise in the defense of any
proceeding referred to in Section 4(a), 4(b), 4(c) or 4(d) of this Agreement or
in the defense of any claim, issue or matter described therein, the Company
shall indemnify Indemnitee against expenses actually and
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reasonably incurred by Indemnitee in connection with the investigation, defense
or appeal of such proceeding.
(b) Indemnitee shall be entitled to select the forum for determining, as
described below, the validity of any claim by the Company that Indemnitee is not
entitled to indemnification hereunder, which forum shall determine that
Indemnitee is entitled to such indemnification unless the Company shall prove by
clear and convincing evidence that (i) Indemnitee has not met the applicable
standard of conduct required to entitle Indemnitee to such indemnification or
that indemnification is otherwise not required pursuant to Section 4 or 9 hereof
and (ii) the requirements of Section 8(a) have not been met. The forum shall
determine that Indemnitee is entitled to enforce a claim for advancement of
expenses pursuant to Section 6 hereof unless the Company shall prove by clear
and convincing evidence that Indemnitee has not tendered the required
undertaking to the Company. Indemnitee shall be entitled to select the forum
from the following list:
(i) a quorum of the Board consisting of directors who are not
parties to the proceeding for which indemnification is being sought;
(ii) the stockholders of the Company;
(iii) legal counsel selected by Indemnitee, and reasonably approved by
the Board, which counsel shall make such determination in a written
opinion; or
(iv) a panel of three arbitrators, one of whom is selected by the
Company, another of whom is selected by Indemnitee and the last of whom is
selected by the first two arbitrators so selected.
(c) As soon as practicable, and in no event later than 30 days after
written notice of Indemnitee's choice of forum pursuant to Section 8(b) above,
the Company shall, at its own expense, submit to the selected forum, in such
manner as Indemnitee or Indemnitee's counsel may reasonably request, its claim
that Indemnitee is not entitled to indemnification, and the Company shall act in
the upmost good faith to assure Indemnitee a complete opportunity to defend
against such claim.
(d) Any right to indemnification or advances granted by the Agreement to
Indemnitee shall be enforceable by or on behalf of Indemnitee in the Court of
Chancery of Delaware, the court in which that proceeding is or was pending or
any other court of competent jurisdiction, if (i) the claim for indemnification
or advances is denied, in whole or in part, or (ii) no disposition of such claim
is made within 90 days of request therefor. Indemnitee shall be entitled to
indemnification unless the Company shall prove by clear and convincing evidence
that (i) Indemnitee has not met the applicable standard of conduct required to
entitle Indemnitee to such indemnification or that indemnification is otherwise
not required pursuant to Section 4 or 9 hereof and (ii) the requirements of
Section 8(a) have not been met. Indemnitee shall be entitled to enforce a claim
for expenses pursuant to Section 6 hereof unless the Company shall prove by
clear and convincing evidence that Indemnitee has not tendered the required
undertaking to the Company. Neither the failure of the Company (including its
Board of
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Directors or its stockholders) to have made a determination prior to the
commencement of such enforcement action that indemnification of Indemnitee is
proper in the circumstances nor an actual determination by the Company
(including its Board of Directors or its stockholders) that such indemnification
is improper shall be a defense to the action or create a presumption that the
Indemnitee is not entitled to indemnification under this Agreement or otherwise.
(e) Notwithstanding any other provision in this Agreement to the contrary,
the Company shall indemnify Indemnitee against all expenses incurred by
Indemnitee in connection with any hearing or proceeding under this Section 8
involving Indemnitee and against all expenses incurred by Indemnitee in
connection with any other proceeding between the Company and Indemnitee
involving the interpretation or enforcement of the rights of Indemnitee under
this Agreement, unless a court of competent jurisdiction finds that each of the
claims or defenses of Indemnitee in any such proceeding was frivolous or made in
bad faith.
SECTION 9. Exceptions. Any other provision herein to the contrary
notwithstanding:
(a) Claims Initiated by the Indemnitee. The Company shall not be obligated
pursuant to the terms of this Agreement to indemnify or advance expenses to
Indemnitee with respect to proceedings or claims initiated or brought
voluntarily by Indemnitee and not by way of defense, unless (i) such
indemnification is expressly required to be made by law, (ii) the proceeding was
authorized by the Board, (iii) such indemnification is provided by the Company,
in its sole discretion, pursuant to the powers vested in the Company under the
General Corporation Law of Delaware or (iv) the proceeding is brought to
establish or enforce a right to indemnification under this Agreement or any
other statute or law or otherwise as required under Section 145.
(b) Lack of Good Faith. The Company shall not be obligated pursuant to the
terms of this Agreement to indemnify Indemnitee for any expenses incurred by
Indemnitee with respect to any proceeding instituted by the Indemnitee to
enforce or interpret this Agreement, if a court of competent jurisdiction
determines that each of the material assertions made by Indemnitee in such
proceeding was not made in good faith or was frivolous.
(c) Unauthorized Settlements. The Company shall not be obligated pursuant
to the terms of this Agreement to indemnify Indemnitee under this Agreement for
any amounts paid in settlement (without the authorization of the Company) of a
proceeding unless Indemnitee in making such settlement acted reasonably and in
good faith.
SECTION 10. Nonexlusivity. The provisions for indemnification and
advancement of expenses set forth in this Agreement shall not be deemed
exclusive of any other rights which Indemnitee may have under any provision of
law, the direction (howsoever embodied) of any court of competent jurisdiction,
the Company's Certificate of Incorporation or Bylaws, the vote of the Company's
stockholders or disinterested directors, other agreements, or otherwise, both as
to action in Indemnitee's official capacity and to action in another capacity
while occupying Indemnitee's position as an agent of the Company, and
Indemnitee's rights hereunder shall continue after Indemnitee has ceased acting
as an agent of the Company and shall inure to the benefit of the heirs,
executors and administrators of Indemnitee.
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SECTION 11. Subrogation. In the event of payment under this Agreement,
the Company shall be subrogated to the extent of such payment to all the rights
of recovery of Indemnitee, who shall execute all documents required and shall do
all acts that may be necessary to secure such rights and to enable the Company
effectively to bring suit to enforce such rights.
SECTION 12. Survival of Rights. (a) All agreements and obligations of the
Company contained herein shall continue during the period Indemnitee is an agent
of the Company and shall continue thereafter so long as Indemnitee shall be
subject to any possible claim or threatened, pending or completed action, suit
or proceeding, whether civil, criminal, arbitrational, administrative or
investigative, by reason of the fact that Indemnitee was serving in the capacity
referred to herein.
(b) The Company shall require any successor to the Company or to all or
substantially all the business or assets of the Company (whether direct or
indirect, by purchase, merger, consolidation or otherwise, and through a single
transaction or a series of transactions), expressly to assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform if no such succession had taken place.
SECTION 13. Interpretation of Agreement. It is understood that the
parties hereto intend this Agreement to be interpreted and enforced so as to
provide indemnification to Indemnitee to the fullest extent permitted by law,
including those circumstances in which indemnification would otherwise be
discretionary.
SECTION 14. Severability. If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever, (i) the validity, legality and enforceability of the remaining
provisions of this Agreement (including, without limitation, all portions of any
paragraph of this Agreement containing any such provision held to be invalid,
illegal or unenforceable that are not themselves invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby and (ii) to
the fullest extent possible, the provisions of this Agreement (including,
without limitation, all portions of any paragraph of this Agreement containing
any such provision held to be invalid, illegal or unenforceable that are not
themselves invalid, illegal or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held to be invalid, illegal or
unenforceable and to give effect to Section 8 hereof.
SECTION 15. Modification 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 of any other provisions hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver.
SECTION 16. Notice. All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be deemed duly
given (i) if delivered by hand and receipted for by the party addressee or (ii)
if mailed by certified or registered mail with postage prepaid, on the third
business day after the mailing date. Addresses for notice to either party
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are as shown opposite such party's signature to this Agreement or as
subsequently modified by written notice.
SECTION 17. Governing Law. This Agreement shall be governed exclusively
by and construed according to the laws of the State of Delaware as applied to
contracts between Delaware residents entered into and to be performed entirely
within Delaware.
SECTION 18. Consent to Jurisdiction. The Company and Indemnitee each
hereby irrevocably consent to the jurisdiction of the courts of the State of
Delaware for all purposes in connection with any action or proceeding which
arises out of or relates to this Agreement and agree that any action instituted
under this Agreement shall be brought only in the state courts of the State of
Delaware.
SECTION 19. Counterparts. This agreement may be executed in multiple
counterparts, each of which shall be considered an original.
IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND HEREBY, the parties
hereto have entered into this Indemnity Agreement effective as of the date first
above written.
ADDRESSES: THE COMPANY:
OFFSHORE LOGISTICS, INC.
000 Xxx xx Xxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
/s/ XXXXX X. XXXXXXX
By______________________________
Xxxxx X. Xxxxxxx
President and
Chief Executive Officer
INDEMNITEE:
Offshore Logistics, Inc.
000 Xxx xx Xxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000 /s/ XXXXXX X. SMALL
________________________________
Xxxxxx X. Small
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