EXHIBIT 10.230
MEADOW VALLEY CORPORATION AND
MEADOW VALLEY CONTRACTORS, INC.
OFFICER/DIRECTOR INDEMNIFICATION AGREEMENT
THIS AGREEMENT ("Agreement") is entered into and effective this 10th
day of March, 2003, by and between Meadow Valley Corporation and Meadow Valley
Contractors, Inc., Nevada corporations ("Corporation"), and Xxxxx X. Xxxxx
("Indemnified Party").
WHEREAS, the Board of Directors has determined that it is in the best
interest of the Corporation and its shareholders to agree to indemnify
Indemnified Party (who is a Director and/or Officer of the Corporation) from and
against certain liabilities for actions taken by her during the performance of
her tasks for the Corporation.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt, adequacy and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. INDEMNIFICATION. The Corporation hereby agrees to indemnify
and hold harmless Indemnified Party to the maximum extent possible under all
applicable laws against any and all claims, demands, debts, duties, liabilities,
judgments, fines and amounts paid in settlement and expenses (including
attorneys' fees and expenses) actually and reasonably incurred by Indemnified
Party in connection with the investigation, defense, negotiation and settlement
of any such claim or any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (including
an action by or in the right of the Corporation) to which Indemnified Party is
or becomes a party, or is threatened to be made a party, by reason of the fact
that Indemnified Party is an officer or a director of the Corporation or any of
its subsidiaries.
2. LIMITATIONS ON INDEMNITY. No indemnity pursuant to this
Agreement shall be made by the Corporation:
(a) For the amount of such losses for which the Indemnified Party
is indemnified pursuant to any insurance purchased and
maintained by the Corporation; or
(b) In respect to remuneration paid to Indemnified Party if it
shall be determined by a final judgment or other final
adjudication that such remuneration was in violation of law;
or
(c) On account of any suit in which judgment is rendered against
Indemnified Party for an accounting of profits made (i) for an
improper personal profit without full and fair disclosure to
the Corporation of all material conflicts of interest and not
approved thereof by a majority of the disinterested members of
the Board of Directors of the Corporation; or (ii) from the
purchase or sale by Indemnified Party of securities of the
Corporation pursuant to the provisions of Section 16(b) of the
Securities Exchange Act
of 1934 and amendments thereto or similar provisions of any
federal, state or local law; or
(d) On account of Indemnified Party's conduct which is finally
determined to have been knowingly fraudulent, deliberately
dishonest or willfully in violation of applicable law for
which the corporation suffered actual financial damages; or
(e) If a final decision by a court having jurisdiction in the
matter shall determine that such indemnification is not
lawful.
3. CONTINUATION OF INDEMNITY. All agreements and obligations of
the Corporation contained herein shall continue during the period Indemnified
Party is an officer or director of the Corporation or a subsidiary and
thereafter so long as Indemnified Party shall be subject to any possible claim
or threatened, pending or completed action, suit or proceeding, whether civil,
criminal or investigative, by reason of the fact that Indemnified Party was an
officer or a director of the Corporation or any subsidiary.
4. NOTIFICATION AND DEFENSE OF CLAIM. Within 30 days after
receipt by Indemnified Party of notice of any claim or any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, in which Indemnified Party has a right to Indemnification
hereunder, Indemnified Party will notify the Corporation of the commencement
thereof. With respect to any such action, suit or proceeding as to which
Indemnified Party notifies the Corporation of the commencement thereof:
(a) The Corporation will be entitled to participate therein at its
own expense; and
(b) Except as otherwise provided below, to the extent that it may
wish, the Corporation jointly with any other indemnifying
party will be entitled to assume the defense thereof, with
counsel satisfactory to Indemnified Party. After notice from
the Corporation to Indemnified Party of its election to assume
the defense thereof, the Corporation will not be liable to
Indemnified Party under this Agreement for any legal or other
expenses subsequently incurred by Indemnified Party in
connection with the defense thereof other than reasonable
costs of investigation or as otherwise provided below.
Indemnified Party shall have the right to employ counsel in
such action, suit or proceeding, but the fees and expenses of
such counsel incurred after notice from the Corporation of its
assumption of the defense thereof shall be at the expense of
Indemnified Party, unless (i) the employment of counsel by
Indemnified Party has been authorized by the Corporation, (ii)
Indemnified Party shall have reasonably concluded that there
may be a conflict of interest between the Corporation and
Indemnified Party in the conduct of the defense of such
action, (iii) the Corporation shall not in fact have employed
counsel to assume the defense of such action, in each of which
cases the fees and expenses of counsel shall be at the expense
of the Corporation, or (iv) unless the Indemnified
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Party reasonably and in good faith asserts defenses and
theories of defense not asserted by the Corporation. The
Corporation shall not be entitled to assume the defense of any
action, suit or proceeding brought by or on behalf of the
Corporation or as to which Indemnified Party shall have made
the conclusion provided for in (ii) or (iv) above.
(c) The Corporation shall not be liable to indemnify Indemnified
Party under this Agreement for any amounts paid in settlement
of any action or claim effected without the Corporation's
written consent. The Corporation shall not settle any action
or claim in any manner which would impose any penalty or
limitation on Indemnified Party without Indemnified Party's
written consent. Neither the Corporation or Indemnified Party
will unreasonably withhold their consent to any proposed
settlement.
5. REPAYMENT OF EXPENSES. Indemnified Party agrees that
Indemnified Party will reimburse the Corporation for all reasonable expenses
paid by the Corporation in defending any civil or criminal action, suit or
proceeding against Indemnified Party in the event and only to the extent that
Indemnified Party is finally determined that Indemnified Party is not entitled
to be indemnified by the Corporation for such expenses under the Corporation's
charter or bylaws, this Agreement or under applicable law.
6. ENFORCEMENT.
(a) The Corporation expressly confirms and agrees that it has
entered into this Agreement and assumed the obligations
imposed on the Corporation hereby in order to induce
Indemnified Party to serve as an officer and/or director of
the Corporation or any subsidiary thereof, and acknowledges
that Indemnified Party is relying upon this Agreement as part
of the consideration for so acting.
(b) In the event Indemnified Party is required to bring any action
to enforce rights or to collect moneys due under this
Agreement and is successful in such action, the Corporation
shall reimburse Indemnified Party for all of Indemnified
Party's reasonable attorneys' and other fees and expenses in
bringing and pursuing such action.
7. SEVERABILITY. Each of the provisions of this Agreement is a
separate and distinct agreement and independent of the others, so that if any
provision hereof shall be held to be invalid or unenforceable for any reason,
such invalidity or unenforceability shall not affect the validity or
enforceability of the other provisions hereof.
8. GOVERNING LAW; BINDING EFFECT; AMENDMENT AND TERMINATION.
(a) This Agreement shall be interpreted and enforced in accordance
with the laws of the State of Arizona.
(b) This Agreement shall be binding upon Indemnified Party and
upon the Corporation, its successors and assigns, and shall
inure to the benefit of
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Indemnified Party, his heirs, personal representatives and
assigns and to the benefit of the Corporation, its successors
and assigns.
(c) No amendment, modification, termination or change of this
Agreement shall be effective unless it is signed by both
parties hereto.
9. ADDITIONAL RIGHTS. This Agreement is in addition to, and not
in lieu of, any other right to indemnification under the Corporation's corporate
charter, bylaws, insurance contracts or otherwise at law or in equity.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
and as of the day and year first above written.
MEADOW VALLEY CORPORATION AND MEADOW VALLEY
CONTRACTORS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President and Chief Executive
Officer
Indemnified Party:
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
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