Exhibit 10.2
St. Xxxxxxxx Seaway Corporation
00 Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-1774
(000) 000-0000
August 31, 2007
Xx. Xxxxx X. Xxxxxx Secretary and Director
St. Xxxxxxxx Seaway Corporation
000 Xxxxxxxxxxx Xxxxxx
0xx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Dear Xxxxx:
In consideration of your continued service as an officer and director
of St. Xxxxxxxx Seaway Corporation, a Delaware corporation (the "Company"), the
Company hereby contractually agrees to provide you with the indemnification
rights currently provided by the Company to its officers and directors, as
described in the Company's Certificate of Incorporation and bylaws, which are
incorporated herein by reference. Notwithstanding any future amendments to the
Company's Certificate of Incorporation and bylaws, the Company hereby agrees to
continue to provide you with such indemnification rights so long as you serve as
an officer and director of the Company, and after such service is completed, for
so long as you are exposed to any potential liability by reason of your service
as an officer and director of the Company.
The rights granted to you by the Company in this agreement shall not be
deemed exclusive of, or in limitation of, any rights to which you may be
entitled under applicable law, the Company's Certificate of Incorporation and
bylaws, or otherwise.
If this letter confirms your understanding of our agreement, please
execute the enclosed counterpart of this letter.
Very truly yours,
ST. XXXXXXXX SEAWAY CORPORATION
By: /s/ Xxxxxxx Xxxxxxxxx ,
----------------------------
Xxxxxxx Xxxxxxxxx
Its Chairman and Chief Executive
Officer
Accepted and agreed to as of this 31st day of August, 2007.
/s/ Xxxxx X. Xxxxxx
-----------------------
Xxxxx X. Xxxxxx
