EXHIBIT 10(h): PAYCHEX, INC. INDEMNIFICATION AGREEMENT WITH
▇▇▇▇▇▇ ▇▇▇▇▇
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made, entered into and
effective this 12th day of May, 2003 by and between ▇▇▇▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇") and
PAYCHEX, INC. ("Paychex") and RAPID PAYROLL, INC. ("RPI").
RECITALS
WHEREAS, ▇▇▇▇▇ is the Senior Vice President of Sales and Marketing of
Paychex;
WHEREAS, Paychex and RPI, along with others, have been sued in the
following actions brought in the Superior Court of the State of California for
the County of Los Angeles, United States District Court for the Central District
of California, United States District Court for the Southern District of Texas -
Houston Division, and New York Supreme Court for the County of Monroe (the
"Lawsuits") for purported breaches of software licensing agreements as well as
other claims;
WHEREAS, Paychex has agreed to indemnify ▇▇▇▇▇ against claims and
liability arising from the Lawsuits and Turek has agreed to be indemnified by
Paychex against claims and liability in the Lawsuits; and
WHEREAS, Paychex and ▇▇▇▇▇ desire to reduce their agreement to writing.
AGREEMENTS
NOW, THEREFORE, in consideration of the premises, the mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. INCORPORATION OF RECITALS. The Recitals to this Agreement are hereby
incorporated into and made a part of this Agreement.
2. INTENT. This Agreement is executed in order to protect ▇▇▇▇▇ from
any claims made against him arising from the transactions or occurrences related
to the Lawsuits and relating to ▇▇▇▇▇'▇ employment at Paychex.
3. INDEMNIFICATION. Paychex and RPI agree to indemnify, protect,
defend, and hold harmless ▇▇▇▇▇, his heirs, executors, and administrators from
and against any liability, loss, claim, demand, damage, cost or expense
(including, without limitation, professional fees for attorneys and other
consultants, whether incurred before trial, at trial, on appeal, or in any
bankruptcy or post-judgmental proceedings), which arise from the Lawsuits.
Notwithstanding anything contained herein to the contrary, Paychex and RPI's
agreement to indemnify ▇▇▇▇▇ hereunder shall not extend to actions arising out
of or based upon the gross negligence or willful misconduct of ▇▇▇▇▇.
4. GOVERNING LAW, JURISDICTION, AND VENUE. This Agreement shall be
construed, in all respects, according to the laws of the State of New York. The
parties hereby consent to jurisdiction in the State of New York.
5. MODIFICATION AND ASSIGNMENT. This Agreement shall not be amended or
modified, except in writing signed by the parties [nor assigned without the
consent of the other party]. Subject to the foregoing, this Agreement shall be
binding upon the parties and inure to the benefit of the parties' permitted
successors and assigns.
6. COUNTERPART. This Agreement may be executed in counterparts, which
may be by facsimile, each of which when executed and delivered, shall be deemed
to be an original, and all of which taken together shall constitute one
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.
WITNESSES:
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Paychex, Inc.
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ B. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Name: B. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chairman, President, and
Chief Executive Officer
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Rapid Payroll, Inc.,
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Secretary, Treasurer,
Director
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