EXHIBIT 10.8
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INDEMNIFICATION AGREEMENT
FOR
DIRECTORS AND OFFICERS OF XXXXXXXXX WORLD INDUSTRIES, INC.
This Agreement is made effective as of the 2nd day of October 2006, by
and between Xxxxxxxxx World Industries, Inc., a Pennsylvania corporation (the
"Corporation") and referred to herein as the "Indemnitor") and [insert director
name] (the "Indemnitee").
WHEREAS, it is essential to the Corporation that the Corporation retain
and attract as directors and officers the most capable persons available; and
WHEREAS, Indemnitee is an officer and/or a member of the Board of
Directors of the Corporation and in that capacity is performing a valuable
service for the Corporation; and
WHEREAS, the Indemnitor has purchased and maintains one or more
policies of Directors and Officers Liability Insurance ("D & O Insurance")
covering certain liabilities which may be incurred by directors and officers in
their performance of services for the Corporation; and
WHEREAS, there is concern over the continued adequacy and reliability
of D & O Insurance protection available to corporate directors and officers; and
WHEREAS, the Corporation has provisions in both its Articles of
Incorporation and its Bylaws (together referred to herein as the "Bylaw") which
provide for indemnification of and advancement of expenses to the officers and
directors of the Corporation to the full extent permitted by law, and the Bylaw
and the applicable indemnification statutes of the Commonwealth of Pennsylvania
provide that they are not exclusive; and
WHEREAS, in recognition of Indemnitee's need for substantial protection
against personal liability in order to induce and retain Indemnitee's service to
the Corporation, the increasing difficulty in obtaining satisfactory D & O
Insurance coverage, and Indemnitee's reliance on the Bylaw, and in part to
provide Indemnitee with specific contractual assurance that the protection
promised by the Bylaw will be available to Indemnitee (regardless of, among
other things, any amendment to or revocation of the Bylaw or any change in the
composition of the Corporation's Board of Directors or acquisition transaction
relating to the Corporation), the Indemnitor wishes to provide in this Agreement
for the indemnification of and the advancing of expenses to Indemnitee to the
fullest extent (whether partial or complete) permitted by law on the date hereof
and as set forth in this Agreement, and, to the extent insurance is maintained,
for the continued coverage of Indemnitee under the Indemnitor's D & O Insurance
policies.
NOW, THEREFORE, in consideration of the premises and of Indemnitee
agreeing to serve or continuing to serve the Corporation directly or, at its
request, another enterprise, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. INDEMNITY OF INDEMNITEE.
(a) The Indemnitor shall hold harmless and indemnify the Indemnitee
against any and all reasonable expenses, including attorneys' fees, and any and
all liability and loss, including judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement, incurred or paid by
Indemnitee in connection with any threatened, pending or contemplated action,
suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter "a proceeding") and whether or not by or in the right of the
Corporation or otherwise, to which the Indemnitee is, was or at any time becomes
a party, or is threatened to be made a party or is involved (as a witness or
otherwise) by reason of the fact that Indemnitee is or was a director or officer
of the Corporation or is or was serving as director, officer, trustee or
representative of another corporation or of a partnership, joint venture, trust
or other enterprise, including service with respect to employee benefit plans or
the Xxxxxxxxx Foundation, whether the basis of such proceeding is alleged action
in an official capacity, or in any other capacity while serving, as a director,
officer, trustee or representative, unless the act or failure to act giving rise
to the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness; provided, however, that the Indemnitor shall
indemnify the Indemnitee in connection with a proceeding (or part thereof)
initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee's
rights to indemnification under this Agreement or otherwise) prior to a Change
of Control, as defined in Section 2(e), only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation.
(b) Subject to the foregoing limitation concerning certain proceedings
initiated by the Indemnitee prior to a Change of Control, the Indemnitor shall
pay the expenses (including attorneys' fees) incurred by Indemnitee in
connection with any proceeding in advance of the final disposition thereof
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promptly after receipt by the Indemnitor of a request therefor stating in
reasonable detail the expenses incurred or to be incurred.
(c) If a claim under paragraph (a) or (b) of this section is not paid
in full by the Indemnitor within forty-five (45) days after a written claim has
been received by the Corporation, the Indemnitee may, at any time thereafter,
bring suit against the Indemnitor to recover the unpaid amount of the claim. The
burden of proving that indemnification or advances are not appropriate shall be
on the Indemnitor. The Indemnitee shall also be entitled to be paid the expenses
of prosecuting such claim to the extent he or she is successful in whole or in
part on the merits or otherwise in establishing his or her right to
indemnification or to the advancement of expenses. The Indemnitor shall pay such
fees and expenses in advance of the final disposition of such action on the
terms and conditions set forth in Section 1(b).
2. MAINTENANCE OF INSURANCE AND FUNDING.
(a) The Indemnitor represents that as of the present date, it has in
force and effect one or more policies of D & O Insurance (the "Insurance
Policies"), providing a minimum of $75,000,000 in coverage. Subject only to the
provisions of Section 2(b) hereof, the Indemnitor agrees that, so long as
Indemnitee shall continue to serve as an officer or director of the Corporation
(or shall continue to serve as a director, officer, trustee or representative of
another Xxxxxxxxx corporation, partnership, joint venture, trust, foundation or
other enterprise, including service with respect to an employee benefit plan)
and thereafter so long as Indemnitee shall be subject to any possible claim or
threatened, pending or contemplated action, suit or proceeding, whether civil,
criminal or investigative, by reason of the fact that Indemnitee was a director
or officer of the Corporation (or served in any of said other capacities),
except as indicated in (b) below, the Indemnitor shall purchase and maintain in
effect for the benefit of Indemnitee a binding and enforceable policy or
policies of D & O Insurance providing coverage at least comparable to that
provided pursuant to the Insurance Policies.
(b) The Corporation shall not be required to maintain said policy or
policies of D & O Insurance in effect if, in the reasonable business judgment of
the then directors of the Corporation (i) the premium cost for such insurance is
substantially disproportionate to the amount of coverage, (ii) the coverage
provided by such insurance is so limited by exclusions that there is
insufficient benefit from such insurance or (iii) said insurance is not
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otherwise reasonably available; provided however, that in the event those
directors make such a judgment, the Indemnitor shall purchase and maintain in
force a policy or policies of D & O Insurance in the amount and with such
coverage as such directors determine to be reasonably available. Notwithstanding
the general provisions of this Section 2(b), following a Change of Control, any
decision not to maintain any policy or policies of D & O Insurance or to reduce
the amount or coverage under any such policy or policies shall be effective only
if there are "disinterested directors" (as defined in Section 2(e) hereof) and
shall require the concurrence of a majority of such "disinterested directors."
(c) If and to the extent the Indemnitor, acting under Section 2(b),
does not purchase and maintain in effect the policy or policies of D & O
Insurance described in Section 2(a), the Indemnitor shall indemnify and hold
harmless the Indemnitee to the full extent of the coverage which would otherwise
have been provided by such policies. The rights of the Indemnitee hereunder
shall be in addition to all other rights of Indemnitee under the remaining
provisions of this Agreement.
(d) In the event of a Potential Change of Control or if and to the
extent the Indemnitor is not required to maintain in effect the policy or
policies of D & O Insurance described in Section 2(a) pursuant to the provisions
of Section 2(b), the Indemnitor shall, upon written request by Indemnitee,
create a "Trust" for the benefit of Indemnitee and from time to time, upon
written request by Indemnitee, shall fund such Trust in an amount sufficient to
pay any and all expenses, including attorneys' fees, and any and all liability
and loss, including judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement actually and reasonably incurred by
Indemnitee or on his or her behalf for which the Indemnitee is entitled to
indemnification or with respect to which indemnification is claimed, reasonably
anticipated or proposed to be paid in accordance with the terms of this
Agreement or otherwise; provided that in no event shall more than $100,000 be
required to be deposited in any Trust created hereunder in excess of the amounts
deposited in respect of reasonably anticipated expenses, including attorneys'
fees. The amounts to be deposited in the Trust pursuant to the foregoing funding
obligation shall be determined by the Reviewing Person whose determination shall
be final and conclusive. The Reviewing Person shall have no liability to the
Indemnitee for his or her decisions hereunder. The terms of the Trust shall
provide that upon a Change of Control (i) the Trust shall not be revoked or the
principal thereof invaded, without the written consent of the Indemnitee, (ii)
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the Trust shall advance, within two business days of a request by the
Indemnitee, any and all expenses, including attorneys' fees, to the Indemnitee
(and the Indemnitee hereby agrees to reimburse the Trust under the circumstances
under which the Indemnitee would be required to reimburse the Indemnitor under
Section 5 of this Agreement), (iii) the Trust shall continue to be funded by the
Indemnitor in accordance with the funding obligation set forth above, (iv) the
Trustee shall promptly pay to the Indemnitee all amounts for which the
Indemnitee shall be entitled to indemnification pursuant to this Agreement or
otherwise, and (v) all unexpended funds in such Trust shall revert to the
Indemnitor upon a final determination by the Reviewing Party or a court of
competent jurisdiction, as the case may be, that the Indemnitee has been fully
indemnified under the terms of this Agreement. The Trustee shall be a bank or
trust company or other individual or entity chosen by the Indemnitee and
acceptable to and approved of by the Indemnitor.
(e) For the purposes of this Agreement:
(i) a "Change of Control" shall occur if, after the date
hereof, (A) any person acquires "beneficial ownership" of more than 28% of the
then outstanding "voting stock" of the Corporation and within five years
thereafter, "disinterested directors" no longer constitute at least a majority
of its entire Board of Directors or (B) there shall occur a "business
combination" with an "interested shareholder" not approved by a majority of the
"disinterested directors".
(ii) a "Potential Change of Control" shall occur if (A) the
Corporation enters into an agreement or arrangement, the consummation of which
would result in the occurrence of a Change in Control; (B) any person publicly
announces a tender offer or comparable action which if consummated would
constitute a Change of Control; (C) any person (other than the Xxxxxxxxx
Asbestos Personal Injury Trust, a trustee or other fiduciary holding securities
under an employee benefit plan of the Corporation acting in such capacity or a
corporation owned, directly or indirectly, by the shareholders of the
Corporation in substantially the same proportions as their ownership of stock of
the Corporation), who is or becomes the beneficial owner, directly or
indirectly, of securities of the Corporation representing 10% or more of the
combined voting stock increases his or her beneficial ownership of such
securities by 5% or more over the percentage so owned by such person on the date
hereof; or (D) the Board of the Corporation adopts a resolution to the effect
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that, for the purposes of this Agreement, a Potential Change of Control has
occurred.
(iii) a "Reviewing Person" means any appropriate person or
body consisting of a member or members of the Corporation's Board of Directors
or any other person or body appointed by that Board which, following a Change of
Control, shall require the concurrence of a majority of the "disinterested
directors" or shall be independent legal counsel approved and accepted by the
Indemnitee who is not a party to the particular claim for which Indemnitee is
seeking indemnification.
(iv) a "Business Combination" means (A) any merger or
consolidation of the Corporation or any Subsidiary with (i) any Interested
Shareholder or with (ii) any other corporation (whether or not itself an
Interested Shareholder) which is, or after such merger or consolidation would
be, an Affiliate or Associate of an Interested Shareholder; (B) any sale, lease,
exchange, mortgage, pledge, transfer, or other disposition (in one transaction
or a series of transactions) to or with any Interested Shareholder and/or any
Affiliate or Associate of any Interested Shareholder of all or a Substantial
Part of the assets of the corporation or any Subsidiary thereof; (C) the
issuance, exchange, sale, or transfer by the Corporation or any Subsidiary (in
one transaction or a series of transactions) of any securities of the
Corporation or any Subsidiary to any Interested Shareholder and/or any Affiliate
or Associate of any Interested Shareholder in exchange for cash, securities, or
other consideration (or a combination thereof) having an aggregate Fair Market
Value of, equal to or in excess of a Substantial Part of the assets of the
Corporation; (D) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of any Interested
Shareholder or any Affiliate or Associate of any Interested Shareholder; or (E)
any reclassification of securities (including any reverse stock split), or
recapitalization of the Corporation, or any merger or consolidation of the
Corporation with any of its Subsidiaries or any other transaction (whether or
not with or into or otherwise involving an Interested Shareholder) which has the
effect, directly or indirectly, of increasing the proportionate share of the
outstanding shares of any class of equity securities or securities convertible
into equity securities of the Corporation or any Subsidiary which is directly or
indirectly owned by an Interested Shareholder or any Affiliate or Associate of
any Interested Shareholder.
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(v) a "person" means any individual, firm, corporation, or
other entity and shall include any group comprised of any person and any other
person with whom such person or any Affiliate or Associate of such person has
any agreement, arrangement, or understanding, directly or indirectly, for the
purpose of acquiring, holding, voting, or disposing of Voting Stock of the
Corporation.
(vi) an "Interested Shareholder" at any particular time means
any person (other than the Corporation or any Subsidiary and other than any
profit sharing, employee stock ownership, or other employee benefit plan of the
Corporation or any Subsidiary or any trustee of or fiduciary with respect to any
such plan when acting in such capacity) who or which (A) is at such time the
beneficial owner, directly or indirectly, of more than ten percent (10%) of the
voting power of the outstanding Voting Stock; (B) was at any time within the
two-year period immediately prior to such time the beneficial owner, directly or
indirectly, of more than ten percent (10%) of the voting power of the then
outstanding Voting Stock; or (C) is at such time an assignee of or has otherwise
succeeded to the beneficial ownership of any shares of Voting Stock which were
at any time within the two-year period immediately prior to such time
beneficially owned by any Interested Shareholder, if such assignment or
succession shall have occurred in the course of a transaction or series of
transactions not involving a public offering within the meaning of the
Securities Act of 1933, as amended.
(vii) a person shall be a "beneficial owner" of any shares of
Voting Stock (A) which such person or any of its Affiliates or Associates
beneficially owns, directly or indirectly; (B) which such person or any of its
Affiliates or Associates has (i) the right to acquire (whether or not such right
is exercisable immediately) pursuant to any agreement, arrangement, or
understanding or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise, or (ii) the right to vote pursuant to any
agreement, arrangement, or understanding; or (C) which are beneficially owned,
directly or indirectly, by any other person with which such person or any of its
Affiliates or Associates has any agreement, arrangement, or understanding for
the purpose of acquiring, holding, voting, or disposing of any shares of Voting
Stock.
(viii) For the purposes of determining whether a person is an
Interested Shareholder, the number of shares of Voting Stock deemed to be
outstanding shall include shares deemed owned by an Interested Shareholder
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immediately preceding but shall not include any other shares of Voting Stock
which may be issuable pursuant to any agreement, arrangement, or understanding,
or upon the exercise of conversion rights, exchange rights, warrants or options,
or otherwise.
(ix) an "Affiliate" or "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, as in effect
on January 1, 2006 (the term "registrant" in said Rule 12b-2 meaning in this
case the Corporation).
(x) a "Subsidiary" means any corporation of which a majority
of any class of equity security is owned, directly or indirectly, by the
Corporation; provided, however, that for the purposes of the definition of
Interested Shareholder, the term "Subsidiary" shall mean only a corporation of
which a majority of each class of equity security is owned, directly or
indirectly, by the Corporation.
(xi) a "Disinterested Director" means any member of the Board
of Directors of the Corporation who is unaffiliated with, and not a
representative of, an Interested Shareholder and who was a member of the Board
of Directors prior to the time that the Interested Shareholder became an
Interested Shareholder or became a member subsequently to fill a vacancy created
by an increase in the size of the Board of Directors and did receive the
favorable vote of a majority of the Disinterested Directors in connection with
being nominated for election by the shareholders to fill such vacancy or in
being elected by the Board of Directors to fill such vacancy, and any successor
of a Disinterested Director who is unaffiliated with, and not a representative
of, the Interested Shareholder and is recommended or elected to succeed a
Disinterested Director by a majority of the disinterested directors then on the
Board of Directors.
(xii) "Fair Market Value" means (A) in the case of stock, the
highest closing sale price during the 30-day period immediately preceding the
date in question of a share of such stock on the Composite Tape for New York
Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite
Tape, on the New York Stock Exchange, or, if such stock is not listed on such
exchange, on the principal United States securities exchange registered under
the Securities Exchange Act of 1934, as amended, on which such stock is listed,
or, if such stock is not listed on any such exchange, the highest closing bid
quotation with respect to a share of such stock during the 30-day period
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preceding the date in question on the National Association of Securities
Dealers, Inc., Automated Quotations System or any system then in use, or if no
such quotations are available, the fair market value on the date in question of
a share of such stock as determined by the Board of Directors in good faith with
the approval of at least a majority of the Disinterested Directors in the
determination made; and (B) in the case of property other than cash or stock,
the fair market value of such property on the date in question as determined by
the Board of Directors in good faith with the approval of at least a majority of
the Disinterested Directors in the determination made.
(xiii) In the event of any Business Combination in which the
Corporation survives, the phrase "consideration other than cash to be received"
as used herein shall include the shares of Common Stock and/or the shares of any
class of outstanding Voting Stock retained by the holders of such shares.
(xiv) "Substantial Part" of the Corporation means more than
ten percent (10%) of the fair market value of the total assets of the
Corporation as of the end of its most recent fiscal quarter ending prior to the
time the determination is made.
(xv) The term "Voting Stock" means all outstanding shares of
capital stock of the Corporation entitled to vote in an annual election of
directors.
(xvi) The term "beneficial owner" shall have the meaning
ascribed to such term in Rule 13d-3 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended, as in effect on January 1,
2006.
3. CONTINUATION OF INDEMNITY.
All agreements and obligations of the Indemnitor contained in this
Agreement shall continue during the period the Indemnitee is a director or
officer of the Corporation (or is or was serving at the request of the
Corporation as a director, officer, trustee or representative of another
Xxxxxxxxx corporation, partnership, joint venture, trust or other enterprise,
including any employee benefit plan) and shall continue thereafter so long as
the Indemnitee shall be subject to any possible claim or threatened, pending or
contemplated action, suit or proceeding, whether civil, criminal or
investigative, by reason of the fact that the Indemnitee was a director or
officer of the Corporation or serving in any other capacity referred to herein.
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4. NOTIFICATION AND DEFENSE OF CLAIM.
As soon as practicable after receipt by the Indemnitee of actual
knowledge of any action, suit or proceeding the Indemnitee will notify the
Indemnitor thereof, if a claim in respect thereof may be or is being made by the
Indemnitee against the Indemnitor under this Agreement. With respect to any
action, suit or proceeding as to which the Indemnitee has so notified the
Indemnitor:
(a) The Indemnitor will be entitled to participate therein at its own
expense; and
(b) Except as otherwise provided below, the Indemnitor may assume the
defense thereof, with counsel reasonably satisfactory to the Indemnitee. After
the Indemnitor notifies the Indemnitee of its election to so assume the defense,
the Indemnitor will not be liable to the Indemnitee under this Agreement for any
legal or other expenses subsequently incurred by the Indemnitee in connection
with the defense, other than reasonable costs of investigation, including an
investigation in connection with determining whether there exists a conflict of
interest of the type described in (ii) of this paragraph, or as otherwise
provided in this paragraph. The Indemnitee shall have the right to employ his or
her counsel in such action, suit or proceeding but the fees and expenses of such
counsel incurred after the Indemnitor notifies the Indemnitee of its assumption
of the defense shall be at the expense of the Indemnitee unless (i) the
Indemnitor authorizes the Indemnitee's employment of counsel which, following a
"Change of Control", shall be effective if authorized by a majority of the
"disinterested directors" (which terms are defined in Section 2(e)), although
less than a quorum or majority of a quorum of the directors then in office; (ii)
the Indemnitee shall have reasonably concluded that there may be a conflict of
interest between the Indemnitor and the Indemnitee in the conduct of the defense
or (iii) the Indemnitor shall not have employed counsel to assume the defense of
such action, in each of which cases the fees and expenses of counsel shall be at
the expense of the Indemnitor. The Indemnitor shall not be entitled to assume
the defense of any action, suit or proceeding brought by or on behalf of the
Indemnitor or as to which the Indemnitee shall have made the conclusion
described in (ii) of this paragraph.
(c) The Indemnitor shall not be obligated to indemnify the Indemnitee
under this Agreement for any amounts paid in settlement of any action or claim
effected without its written consent. The Indemnitor shall not settle any action
or claim in any manner which would impose any penalty limitation on the
Indemnitee without the Indemnitee's written consent. Neither the Indemnitor nor
the Indemnitee shall unreasonably withhold their consent to any proposed
settlement.
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5. UNDERTAKING TO REPAY EXPENSES.
In the event it shall ultimately be determined that the Indemnitee is
not entitled under law to be indemnified for the expenses paid by the Indemnitor
pursuant to Section 1(b) hereof or otherwise or was not entitled to be fully
indemnified, the Indemnitee shall repay to the Indemnitor such amount of the
expenses or the appropriate portion thereof, so paid or advanced.
6. NOTICE.
Any notice to the Corporation shall be directed to Xxxxxxxxx World
Industries, Inc., 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxx 00000,
Attention: Secretary (or such other address as the Corporation shall designate
in writing to the Indemnitee).
7. ENFORCEMENT.
In the event the Indemnitee is required to bring any action to enforce
rights or to collect monies due under this Agreement, the Indemnitor shall pay
to the Indemnitee the fees and expenses incurred by the Indemnitee in bringing
and pursuing such action to the extent the Indemnitee is successful, in whole or
in part, on the merits or otherwise, in such action. The Indemnitor shall pay
such fees and expenses in advance of the final disposition of such action on the
terms and conditions set forth in Section 1(b).
8. SEVERABILITY.
If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever:
(a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including without limitation, each portion of any
Section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and
(b) to the fullest extent possible, the provisions of this Agreement
(including, without limitation, each portion of any Section of this Agreement
containing any such provision held to be invalid, illegal or unenforceable, that
is not itself invalid, illegal or unenforceable) shall be construed so as to
give effect to the intent manifested by the provision held invalid, illegal or
unenforceable.
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9. INDEMNIFICATION UNDER THIS AGREEMENT NOT EXCLUSIVE.
The indemnification provided by this Agreement shall not be deemed
exclusive of any other rights to which the Indemnitee may be entitled under the
Articles of Incorporation of the Corporation or its bylaws, any other agreement,
any vote of stockholders or directors, or otherwise, both as to action in the
Indemnitee's official capacity and as to action in another capacity while
holding such office.
10. MISCELLANEOUS.
(a) This Agreement shall be interpreted and enforced in accordance with
the laws of the Commonwealth of Pennsylvania.
(b) This Agreement shall be binding upon the Indemnitee and jointly and
severally upon the Corporation and its respective successors and assigns, and
shall inure to the benefit of the Indemnitee, his or her heirs, executors,
personal representatives and assigns and to the benefit of the Corporation and
its respective successors and assigns. If the Corporation shall merge or
consolidate with another corporation or shall sell, lease, transfer or otherwise
dispose of all or substantially all of its assets to one or more persons or
groups (in one transaction or series of transactions), (i) the Corporation shall
cause the successor in the merger or consolidation or the transferee of the
assets that is receiving the greatest portion of the assets or earning power
transferred pursuant to the transfer of the assets, by agreement in form and
substance satisfactory to the Indemnitee, to expressly assume all of the
Indemnitor's obligations under and agree to perform this Agreement, and (ii) the
term "Corporation" whenever used in this Agreement shall mean and include any
such successor or transferee.
(c) No amendment, modification, termination or cancellation of this
Agreement shall be effective unless in writing signed by both of the parties
hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
XXXXXXXXX WORLD INDUSTRIES, INC.
____________________________________ By ______________________________
Indemnitee Title: Sr. Vice President, Human
Resources
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