EXHIBIT 10.16C
ADDENDUM TO
INDEMNIFICATION AGREEMENT WITH OFFICER
(MEMBER OF PROFIT SHARING COMMITTEE)
ADDENDUM made and entered into as of _______________________ between XXXXXXX
COMPUTER SERVICES, INC., a Delaware Corporation (the "Company"), and
_____________________________ (the "Officer").
W I T N E S S E T H :
WHEREAS, the officer is a valued officer of the Company; and
WHEREAS, under the provisions of the Company's Certificate of Incorporation, as
in effect on the date hereof, the Company is obligated, to the fullest extent
permitted from time to time by applicable law, to hold harmless and indemnify
each person who is or was at any time an officer of the Company from and against
any and all expenses (including attorneys' fees), judgments, fines, amounts paid
in settlement, and other liabilities and claims of any kind, that any such
person may at any time suffer or incur or become subject to as a result of or in
connection with his or her serving or having served at any time as an officer of
the Company (collectively, the "Primary Officer Liabilities"), except that the
Company does not have any affirmative obligation under its Certificate of
Incorporation as in effect on the date hereof to indemnify any person who is or
was an officer with respect to expenses, judgments, fines, amounts paid in
settlement, or other liabilities or claims of any kind based upon or
attributable to (i) any breach of the officer's duty of loyalty to the Company
or its stockholders, (ii) any acts or omissions by the officer which are not in
good faith or which involve intentional misconduct or deliberate dishonesty,
(iii) any improper personal profit or benefit by the officer, or (iv) any income
taxes in respect of compensation received for services as an officer; and
WHEREAS, under the provisions of the Company's Certificate of Incorporation, as
in effect on the date hereof, the Company may, to the extent permitted from time
to time by applicable law, hold harmless and indemnify such persons (including
officers) as the Board of Officers may from time to time determine, from and
against such expenses (including attorneys' fees), judgments, fines, amounts
paid in settlement, and other liabilities and claims of any kind as the Board of
Directors may from time to time determine, that any such person may at any time
suffer or incur or become subject to as a result of or in connection with his or
her serving or having served at any time as an employee or agent or in any other
capacity with the Company, with any predecessor of the Company, or with any
constituent corporation in any merger or consolidation with the Company, or as a
result of or in connection with his or her serving or having served at any time
at the request or an behalf of the Company as a director, officer, employee or
agent or in any other capacity with any other corporation, partnership, joint
venture, trust, or other
enterprise or entity of any kind, including, without limitation, any subsidiary
or affiliated company or any employee benefit plan or trust (the "Additional
Officer Liabilities").
WHEREAS, the Company has heretofore entered into an Indemnification Agreement
with the Officer pursuant to which the Company has agreed to hold harmless and
indemnify the Officer from and against Primary Officer Liabilities and
Additional Officer Liabilities (collectively, the "Officer Liabilities"); and
WHEREAS, the Officer is a member of the Profit Sharing Committee under the
Company's Profit Sharing and Retirement Plan (the "Profit Sharing Committee");
and
WHEREAS, the Company and the Officer desire to confirm that the obligation of
the Company to hold harmless and indemnify the officer pursuant to the
Indemnification Agreement extends to expenses (including attorneys, fees),
judgments, fines, amounts paid in settlement, and other liabilities and claims
of any kind, that the Officer may at any time suffer or incur or become subject
to as a result of or in connection with his or her serving or having served at
any time as a member of the Profit Sharing Committee (the "Profit Sharing and
Retirement Plan Liabilities").
NOW, THEREFORE, in order to induce the officer to continue to serve as a member
of the Profit Sharing Committee and in consideration of his continued service in
such capacities, the Company hereby agrees with the Officer as follows:
1. Notwithstanding any amendment, modification or repeal of the
indemnification provisions of the Company's Certificate of
Incorporation after the date hereof, the Officer Liabilities shall be
deemed to include the Profit Sharing and Retirement Plan Liabilities,
and the Company shall, to the fullest extent permitted from time to
time by applicable law, hold harmless and indemnify the Officer from
and against any and all Profit Sharing and Retirement Plan Liabilities
to the same extent, and in the same manner, that the officer is
entitled to be held harmless and be indemnified by the Company from
and against any and all Officer Liabilities.
2. Nothing contained in this Addendum is intended to limit or restrict
the right of the Officer to obtain indemnification or advancement of
costs and expenses under the provisions of the Delaware General
Corporation Law as in effect from time to time, under the provisions
of the Company's Certificate of Incorporation as in effect from time
to time, under the provisions of the Indemnification Agreement as in
effect from time to time, or otherwise; and the rights of the Officer
to obtain indemnification and advancement of costs and expenses under
this Addendum are in addition to any and all other rights the Officer
may have from time to time to obtain indemnification or advancement of
costs and expenses from the Company or otherwise.
3. This Addendum shall inure to the benefit of and be enforceable by the
officer and his estate, heirs, legatees and personal representatives
and shall be binding upon and enforceable against the Company and its
successors and assigns (including,
without limitation, any successor by merger or consolidation and any
transferee of all or substantially all of its assets); and this
Addendum shall survive the termination of the officer's service as an
officer of the Company and/or a member of the Profit Sharing Committee
for any reason.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.
XXXXXXX COMPUTER SERVICES, INC., a
Delaware corporation
BY: _____________________________
TITLE: VICE PRESIDENT - FINANCE
OFFICER:
___________________________________
