Page 59 of 67 Pages
EXHIBIT 6
AGREEMENT
AGREEMENT made this ___ day of October, 1998, by and between the Circon
Shareholder Committee (the "Committee"), which consists of Xxxxxxx Asset
Management Corp. ("Sandell"), Metropolitan Capital Advisors, Inc.
("Metropolitan"), X. Xxxxxxxxxx Asset Management LLC ("PSAM"), and Xxxxx
Xxxxxxxxxx ("Nominee"), with respect to the common stock of Circon Corporation,
a Delaware corporation (the "Company").
R E C I T A L S:
G. The Committee has been formed for the purpose of nominating two persons
(the "Nominees") and soliciting proxies for the election of such Nominees as
directors at the Company's Annual Meeting of Shareholders.
H. The Committee has asked, and the Nominee has agreed, to serve as one of
the Committee's nominees.
NOW, THEREFORE, the parties hereto agree as follows:
1. Indemnification. (a) In consideration of serving as a Nominee, the
Committee and its members jointly and severally hereby agrees to indemnify and
hold the Nominee harmless from and against any losses, claims, damages,
liabilities, judgments or expenses (including legal fees; collectively "Losses")
which relate to or are incurred in connection with the Nominee's serving as a
Nominee. The foregoing indemnification shall specifically include, but shall not
be limited to, any Losses that the Nominee may incur in connection with any
actual or alleged securities laws violations relating to
Page 60 of 67 Pages
the contemplated proxy solicitation (other than such violations finally
adjudicated to have been the result of the Nominee's willful misconduct or gross
negligence).
(b) If any claims are asserted against the Nominee with respect to which
indemnity may be sought from the Committee pursuant to the immediately preceding
paragraph, the Nominee shall, within a reasonable time after receipt of notice
of such claim, notify the Committee and simultaneously notify its counsel,
Xxxxxxx Xxxxxx & Xxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, of the
assertion of such claim (but the failure to so notify shall not, except to the
extent that the Committee may be prejudiced thereby, relieve the Committee from
any liability which the Committee may have to the Nominee), and the Committee
shall assume the defense thereof, including the employment of counsel selected
by the Committee and reasonably acceptable to the Nominee and the payment of all
fees and expenses in connection therewith. The Nominee shall have the right to
employ separate counsel with respect to any such claim and participate in the
defense thereof, but the fees and expenses of such separate counsel shall be at
the Nominee's expense, unless (a) the employment of such separate counsel has
been specifically authorized in writing by the Committee, (b) the Committee has
failed to assume such defense or employ counsel reasonably acceptable to the
Nominee, or (c) the parties to any such claim include both the Nominee and any
one or more members of the Committee, and the Nominee shall have been advised by
counsel that there may be one or more
Page 61 of 67 Pages
legal defenses available to the Nominee that are different from or additional to
those available to any one or more members of the Committee or that there is a
conflict of interest between the Nominee and one or more members of the
Committee of such a nature that a joint representation of the Nominee and any
one or more members of the Committee by the same counsel would not be in the
Nominee's best interest (in any of which cases the Committee shall not have the
right to assume the defense of such claim, but shall be liable for the
reasonable fees and expenses of counsel selected by the Nominee and reasonably
acceptable to the Committee).
2. Fee. In consideration of the Nominee's agreement to serve as a Nominee
through the conclusion of the Meeting, the Committee shall pay the Nominee the
sum of $25,000 within two business days of the execution of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
/s/ XXXXX X. XXXXXXXXXX
----------------------------------
THE CIRCON SHAREHOLDERS COMMITTEE
XXXXXXX ASSET MANAGEMENT CORP.
By: /s/ XXXXXX XXXXXXX
----------------------------------
METROPOLITAN CAPITAL ADVISORS, INC.
By: /s/ XXXXXXX XXXXXXX
----------------------------------
METROPOLITAN CAPITAL III, INC.
By: /s/ XXXXXXX XXXXXXX
----------------------------------
X. XXXXXXXXXX ASSET MANAGEMENT, INC.
By: /s/ XXXXXX XXXXXXXX
----------------------------------
