INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into as
of the 14th of April, 1997 between CHAMPION PARTS, INC., and Illinois
corporation (the "Corporation"), and XXXXX X XXXXXXX ("Indemnitee").
Preliminary Recitals
A. The Corporation is engaged in the business of, among other things,
remanufacturing auto, truck and farms parts and equipment.
B. At the request of the Corporation, Indemnitee currently serves as an
officer of the Corporation and, as such, may be subjected to claims, suits or
proceedings arising as a result of such service.
C. To induce Indemnitee to become an officer of the Corporation, the
Corporation agreed to indemnify Indemnitee to the extent set forth herein and
to the fullest extent authorized by, the Illinois Business Corporation Act of
1983 as it may be in effect from time to time.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. The Corporation shall forever indemnify, and keep indemnified in
accordance with, and to the fullest extent authorized by, the Illinois
Business Corporation Act of 1983 as it may be in effect from time to time,
Indemnitee, from and against and Expenses (as defined below), judgments,
fines, penalties and amounts paid in settlement actually and reasonably
incurred by Indemnitee in connection with any Proceeding (as defined below)
against Indemnitee (other than a Proceeding initiated or supported, direct
date of this Agreement.
2. As used in this agreement:
(a) The term "Proceeding" shall include any threatened, pending or completed
action, suit or proceeding, whether brought by or in the right of the
Corporation or otherwise and whether of a civil, criminal, administrative or
investigative nature, in which Indemnitee may be or may have been involved as
a party or otherwise, by reason of the fact that Indemnitee is or was a
director, officer, employee or agent of the Corporation, by reason of any
action taken by him or her or of any inaction on his or her part while acting
as such a director, officer, employee or agent, or by reason of the fact that
he or she was serving at the request of the Corporation as a director,
officer, partner, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, in each case whether or not he or
she is acting or serving in any such capacity at the time any liability or
expense is incurred for which indemnification or reimbursement is provided
under this Agreement.
(b) The term "Expenses" means all costs, expenses and obligations paid or
incurred in connection with investigating, defending, being a witness, in or
participating in, or preparing to defend, be a witness in or participate in
any Proceeding, and shall include, without limitation, expenses of
investigations, judicial or administrative proceedings or appeals, attorneys'
fees and disbursements, but shall not include the amount of amounts paid in
settlement or judgments, fines or penalties against Indemnitee.
(c) The terms "Corporation", "other enterprise", "fines", and "serving at the
request of the Corporation" shall have the meanings provided in Section 8.75
of the Illinois Business Corporation Act of 1983, as amended.
3. In the event that, under applicable law, the entitlement of Indemnitee
to be indemnified hereunder shall depend upon whether Indemnitee shall have
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Corporation, and with respect to
criminal actions or proceedings, had no reasonable cause to believe his or
her conduct was unlawful, or shall have acted in accordance with some other
defined standard of conduct, the burden of proof of establishing that
Indemnitee has not acted in accordance with such standard shall rest with the
Corporation and Indemnitee shall be presumed to have acted in accordance with
such standard and entitled to indemnification unless, and only unless, based
upon a preponderance of the evidence, it shall be determined by a court of
competent jurisdiction that Indemnitee has not met such standard. In any
event and not in limitation of the above, indemnification to which Indemnitee
is entitled hereunder shall be made promptly upon the determination that
Indemnitee has met such standard (i) by the Board of Directors of the
Corporation by a majority vote of a quorum consisting of Directors who were
not parties to such action, suit or proceeding, or (ii) if such a quorum is
not obtainable, or even if obtainable, if a quorum of disinterested Directors
so directs, by independent legal counsel in a written opinion, or (iii) by
the shareholders of the Corporation. The Corporation agrees to provide such
a determination within forty five days (or, in the case of determination
pursuant to clause (iii) of the preceding sentence, ninety days) of receipt
of written request from Indemnitee for such a determination. The Corporation
agrees to pay the reasonable fees of the independent legal counsel referred
to in clause (ii) of the second preceding sentence and to fully indemnify
such counsel against any and all expenses (including attorney fees), claims,
liabilities, and damages arising out of or relating to this Agreement or its
engagement pursuant thereto. Independent legal counsel shall be selected by
the Board of Directors or the executive commitee of the board.
4. Indemnitee shall notify the Corporation in writing of any matter or
Proceeding with respect to which Indemnitee intends to seek indemnification
hereunder as soon as reasonably practicable following the receipt by
Indemnitee of written threat thereof, provided, however, that failure to so
notify the Corporation shall not constitute a waiver by Indemnitee of his or
her rights hereunder.
5. In the event of any Proceeding against Indemnitee which may give rise to
a right of indemnification from the Corporation pursuant to this Agreement,
following written request to the Corporation by Indemnitee, the Corporation
shall advance to Indemnitee amounts to cover Expenses incurred by Indemnitee
in defending such Proceeding in advance of the final disposition thereof upon
receipt of (i) any undertaking by or on behalf of Indemnitee to repay such
amount if it shall ultimately be determined by final judgment of a court of
competent jurisdiction that he is not entitled to be indemnified by the
Corporation hereunder, and (ii) satisfactory evidence as to the amount of
such Expenses. Indemnitee's written certification together with a copy of
the statement paid or to be paid by Indemnitee shall constitute satisfactory
evidence absent manifest error.
6. The indemnification rights granted to Indemnitee under this Agreement
shall not be deemed exclusive of, or in limitation of, and shall be in
addition to, any rights to which Indemnitee may be entitled under Illinois
law, the Corporation's Articles of Incorporation or by-laws, any other
agreement, directors and officers insurance, vote of shareholders or
directors or otherwise.
7. Notwithstanding anything in this Agreement to the contrary, Indemnitee
shall not be entitled to indemnification pursuant to this Agreement in
connection with any action or proceeding initiated by Indemnitee against the
Corporation or any director, officer, employee, agent, or fiduciary of the
Corporation (in such capacity) unless the Corporation has joined in or
consented to the initiation of such action or proceeding.
8. In Indemnitee is entitled under this Agreement to indemnification by the
Corporation for some or a portion of the Expense, judgments, fines, penalties
or amounts paid in settlement actually and reasonably incurred by Indemnitee
in the investigation, defense, appeal or settlement of any Proceeding but
not, however, for the total amount thereof, the Corporation shall
nevertheless indemnify Indemnitee for the portion of such Expenses, judgment,
fines, penalties or amounts paid in settlement to which Indemnitee is
entitled.
9. The indemnification, limitation of liability and advancement of Expenses
provided under this Agreement shall continue as to Indemnitee even though
Indemnitee may have ceased to be a director of the Corporation or of another
corporation, partnership, joint venture, trust or other enterprise that
Indemnitee had previously been serving in such capacity at the request of the
Corporation.
10. The rights granted to Indemnitee hereunder shall inure to the benefit
of Indemnitee, his personal representative, heirs, executors, administrators
and beneficiaries, and this Agreement shall be binding upon the Corporation,
its successors and assigns, including any director or indirect successor by
purchase, merger, consolidation or otherwise to all, substantially all, or a
substantial part, of the business and/or assets of the Corporation.
11. This Agreement shall be governed by the laws of the State of Illinois.
If any provision of this Agreement is invalid as applied to any fact or
circumstance, its invalidity shall not affect the validity of any other
provision or of the same provision as applied to any other fact or
circumstance.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above stated.
CHAMPION PARTS, INC.
By: _/s/ Xxxxxx X. Blashill_
Title: ____President_____
INDEMNITEE
__/s/ Xxxxx X. Bragiel__
Xxxxx X. Xxxxxxx
