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EXHIBIT 10.9
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (the "Agreement") is entered into as of
__________________, 1998, by and between Presidio Golf Trust ("Presidio"), a
Maryland real estate investment trust, and __________________ (the
"Indemnitee").
WHEREAS, the Indemnitee is an officer or a member of the Board of
Trustees of Presidio and in such capacity is performing a valuable service for
Presidio;
WHEREAS, the law of Presidio's state of organization permits Presidio
to enter into contracts with its officers or members of its Board of Trustees
with respect to indemnification of such persons; and
WHEREAS, to induce the Indemnitee to continue to provide services to
Presidio as an officer or a member of the Board of Trustees, and to provide the
Indemnitee with specific contractual assurance that indemnification will be
available to the Indemnitee regardless of, among other things, any amendment to
or revocation of Presidio's Amended and Restated Declaration of Trust
("Declaration of Trust"), or any acquisition transaction relating to Presidio,
Presidio desires to provide the Indemnitee with protection against personal
liability.
NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, Presidio and the Indemnitee hereby agree as follows:
1. DEFINITIONS
For purposes of this Agreement:
(A) "Change in Control" shall mean a change in the possession,
directly or indirectly, of the power to direct or cause the
direction of the management and policies of Presidio, or any
successor in interest thereto, whether through the ownership
of voting securities, by contract or otherwise, including but
not limited to, a change which would be required to be
reported under Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934 as in
effect on the date hereof (the "Exchange Act") or as may
otherwise be determined pursuant to a resolution of the Board
of Trustees. A rebuttable presumption of a Change in Control
shall be created by any of the following which first occur
after the date hereof and Presidio shall have the burden of
proof to overcome such presumption:
i. the ability of any "Person" (as such term is defined
in Section 13(d) of the Exchange Act) together with
an "Affiliate" or "Associate" (as defined in Rule
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12b-2 promulgated under the Exchange Act) or "Group"
(within the of 13(d)(3) of the Exchange Act) to
exercise or direct the exercise of 40% or more of the
combined voting power of all outstanding shares of
beneficial interest of Presidio in the election of
its trustees ("Interested Party") (provided, however,
"Interested Party" shall not include an agent,
broker, nominee, custodian or trustee, solely in
their capacity as such, for one or more persons who
do not individually or as a group possess such
power),
ii. during any period of two consecutive years,
individuals who at the beginning of such period
constitute the Board of Trustees of Presidio cease
for any reason to constitute at least a majority
thereof, unless the election of each trustee who was
not a trustee at the beginning of such period has
been approved in advance by the trustees representing
a majority of the trustees then in office who were
the trustees at the beginning of the period,
iii. the approval of the shareholders of Presidio of:
(a) a merger or consolidation of Presidio with
any Interested Party other than a merger or
consolidation which would result in the
shareholders owning voting securities of
Presidio immediately prior thereto
continuing to represent at least two-thirds
of the total voting securities of the
surviving entity,
(b) any sale, lease, exchange, mortgage, pledge,
transfer, or other disposition, to or with
any Interested Party in any transaction or
series of transactions, of Presidio's assets
or the assets of any subsidiary of Presidio
having a market value equal to 20% or more
of the aggregate market value of all assets
of Presidio determined on a consolidated
basis, all outstanding shares of beneficial
interest of Presidio, or the earning power
or net income of Presidio, determined on a
consolidated basis,
(c) the issuance or transfer by Presidio, or any
subsidiary thereof, to any Interested Party
in any transaction or a series of
transactions, of capital securities with a
value equal to 10% or more of the aggregate
market value of the then outstanding voting
shares of beneficial interest of Presidio
other than the issuance or transfer of such
shares of beneficial interest to all
Presidio shareholders on a pro rata basis,
(d) the adoption of any plan or proposal for the
partial or complete liquidation or
dissolution of Presidio proposed by an
Interested Party or pursuant to any
agreement, arrangement or understanding,
whether or not in writing, with any
Interested Party, or
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(e) any reclassification of securities,
including, without limitation, any share
split, share dividend, or other
distributions of shares, or any reverse
share split, recapitalization of Presidio,
or any merger or consolidation of Presidio
with any subsidiary thereof, or any other
transaction proposed by, or pursuant to, any
agreement, arrangement, or understanding,
whether or not in writing, with any
Interested Party which has the effect,
directly or indirectly, of increasing the
proportionate voting shares of beneficial
interest of Presidio directly or indirectly
owned by any such Interested Party, or
iv. any receipt by any Interested Party, directly or
indirectly, of any loans, advances, guarantees,
pledges or other financial assistance, or any tax
credits or other tax advantages provided by or
through Presidio other than the receipt of such
advantages which are provided to all Presidio
shareholders on a pro rata basis.
(B) "Corporate Status" describes the status of a person who is or
was a trustee, officer, employee, agent or fiduciary of
Presidio or of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise
(whether conducted for profit or not for profit) which such
person is or was serving at the request of Presidio.
(C) "Disinterested Trustee" means a trustee of Presidio who is not
and was not a party to the Proceeding (as hereinafter defined)
in respect of which indemnification is sought by the
Indemnitee.
(D) "Effective Date" means the date of this Agreement as set forth
above.
(E) "Expenses" shall include all attorneys and paralegals' fees,
retainers, court costs, transcript costs, fees of experts,
witness fees, travel expenses, duplicating costs, printing and
binding costs, telephone charges, postage, delivery service
fees, and all other disbursements or expenses relating to or
otherwise of the types customarily incurred in connection with
prosecuting, defending, preparing to prosecute or defend,
investigating, or being or preparing to be a witness in a
Proceeding.
(F) "Independent Counsel" means a law firm, or a member of a law
firm, that is experienced in matters of corporation law and
neither presently is, or in the past two (2) years has been,
retained to represent (i) Presidio or the Indemnitee in any
matter material to either such party, or (ii) any other party
to the Proceeding giving rise to a claim for indemnification
hereunder.
(G) "Proceeding" includes any action, suit, arbitration, alternate
dispute resolution mechanism, investigation, administrative
hearing, or any other proceeding, including appeals therefrom,
whether civil, criminal, administrative, or investigative,
except one
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initiated by the Indemnitee pursuant to paragraph 7 of this
Agreement to enforce such Indemnitee's rights under this
Agreement.
2. INDEMNIFICATION - GENERAL
The Indemnitee shall be entitled to the rights of indemnification
provided in this paragraph 2 and to the fullest extent under applicable law, the
Amended and Restated Declaration of Trust, Presidio's Bylaws, any agreement, a
vote of shareholders or resolution of the Board of Trustees or otherwise if, by
reason of such Indemnitee's Corporate Status, such Indemnitee is, or is
threatened to be made, a party to any threatened, pending, or completed
Proceeding, including a Proceeding by or in the right of Presidio. Unless
prohibited by paragraph 13 hereof, the Indemnitee shall be indemnified against
Expenses, judgments, penalties, fines, and settlement amounts actually and
reasonably incurred by or on behalf of such Indemnitee in connection with such
Proceeding or any claim, issue or matter therein.
3. WITNESS EXPENSES
Notwithstanding any other provision of this Agreement, to the extent
that the Indemnitee is, by reason of such Indemnitee's Corporate Status, a
witness for any reason in any Proceeding to which such Indemnitee is not a
party, such Indemnitee shall be indemnified against all Expenses actually and
reasonably incurred by or on behalf of such Indemnitee in connection therewith.
4. ADVANCES
Presidio shall advance all reasonable Expenses incurred by or on behalf
of the Indemnitee in connection with any Proceeding within twenty (20) days
after the receipt by Presidio of a statement from the Indemnitee requesting such
advance from time to time, whether prior to or after final disposition of such
Proceeding. Such statement shall reasonably evidence the Expenses incurred by
the Indemnitee and shall include or be preceded or accompanied by an undertaking
by or on behalf of the Indemnitee to repay any Expenses advanced if it shall
ultimately be determined by a court of competent jurisdiction, after exhaustion
of all appeals therefrom that the Indemnitee is not entitled to be indemnified
pursuant to this Agreement against such Expenses.
5. DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION
(A) To obtain indemnification under this Agreement, the Indemnitee
shall submit to Presidio a written request, including
therewith such documentation and information reasonably
necessary to determine whether and to what extent the
Indemnitee is entitled to indemnification.
(B) Upon such written request pursuant to subparagraph 5(A), a
determination with respect to the Indemnitee's entitlement
thereto shall be made in the specific case: (i) if a Change in
Control shall have occurred, by Independent Counsel in a
written
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opinion to the Board of Trustees, a copy of which shall be
delivered to the Indemnitee (unless the Indemnitee shall
request that such determination be made by the Board of
Trustees or the shareholders of Presidio, in which case by the
person or persons or in the manner provided in clauses (ii) or
(iii) of this paragraph 5(B)); (ii) if a Change in Control
shall not have occurred, (A) by the Board of Trustees by a
majority vote of a quorum consisting of Disinterested
Trustees, or (B) if a quorum of the Board of Trustees
consisting of Disinterested Trustees is not obtainable, or,
even if obtainable, if such quorum of Disinterested Trustees
so directs, by Independent Counsel in a written opinion to the
Board of Trustees, a copy of which shall be delivered to the
Trustee, or (C) by the shareholders of Presidio; or (iii) as
provided in paragraph 6(B) of this Agreement. If it is so
determined that the Indemnitee is entitled to indemnification,
payment to the Indemnitee shall be made within ten (10) days
after such determination.
(C) The Indemnitee shall cooperate with the person or entity
making such determination with respect to the Indemnitee's
entitlement to indemnification, including providing upon
reasonable advance request any documentation or information
which is not privileged or otherwise protected from disclosure
and which is reasonably available to the Indemnitee and
reasonably necessary to such determination. Any costs or
expenses (including attorneys' fees and disbursements)
incurred by the Indemnitee in so cooperating shall be borne by
Presidio (irrespective of the determination as to the
Indemnitee's entitlement to indemnification) and Presidio
hereby indemnifies and agrees to hold the Indemnitee's
harmless therefrom.
(D) In the event the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant
to paragraph 5(B) hereof, the Independent Counsel shall be
selected as provided in this paragraph 5(D). If a Change in
Control shall not have occurred, the Independent Counsel shall
be selected by the Board of Trustees, and Presidio shall give
written notice to the Indemnitee advising such Indemnitee of
the identity of the Independent Counsel so selected. If a
Change in Control shall have occurred, the Independent Counsel
shall be selected by the Indemnitee (unless the Indemnitee
shall request that such selection be made by the Board of
Trustees, in which event the preceding sentence shall apply),
and the Indemnitee shall give written notice to Presidio
advising it of the identity of the Independent Counsel so
selected. In either event, the Indemnitee, or Presidio, as the
case may be, may, within seven (7) days after such written
notice of selection shall have been given, deliver to Presidio
or to the Indemnitee, as the case may be, a written objection
to such selection. Such objection may be asserted only on the
grounds that the Independent Counsel so selected does not meet
the requirements of "Independent Counsel" as defined in
paragraph 1 of this Agreement. If such written objection is
made, the Independent Counsel so selected may not serve as
Independent Counsel until a court has determined that such
objection is without merit. If, within twenty (20) days after
submission by the Indemnitee of a written request for
indemnification pursuant to
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paragraph 5(A) hereof, no Independent Counsel shall have been
selected or, if selected, shall have been objected to, either
Presidio or the Indemnitee may petition a court for resolution
of any objection which shall have been made by Presidio or the
Indemnitee to the other's selection of Independent Counsel
and/or for the appointment as Independent Counsel of a person
selected by the court or by such other person as the court
shall designate, and the person with respect to whom an
objection is so resolved or the person so appointed shall act
as Independent Counsel under paragraph 5(B) hereof. Presidio
shall pay all reasonable fees and expenses of Independent
Counsel incurred in connection with acting pursuant to
paragraph 5(B) hereof, and all reasonable fees and expenses
incident to the selection of such Independent Counsel pursuant
to this paragraph 5(D). In the event that a determination of
entitlement to indemnification is to be made by Independent
Counsel and such determination shall not have been made and
delivered in a written opinion within ninety (90) days after
the receipt by Presidio of the Indemnitee's request in
accordance with paragraph 5(A), upon the due commencement of
any judicial proceeding in accordance with paragraph 7(A) of
this Agreement, Independent Counsel shall be discharged and
relieved of any further responsibility in such capacity and
the Indemnitee shall be deemed to be entitled to
indemnification hereunder.
6. PRESUMPTIONS
(A) In making a determination with respect to entitlement or
indemnification hereunder, the person or entity making such
determination shall presume that the Indemnitee is entitled to
indemnification under this Agreement and Presidio shall have
the burden of proof to overcome such presumption.
(B) If the person or entity making the determination whether the
Indemnitee is entitled to indemnification shall not have made
a determination within sixty (60) days after receipt by
Presidio of the request therefor, the requisite determination
of entitlement to indemnification shall be deemed to have been
made and the Indemnitee shall be entitled to such
indemnification, absent: (i) a misstatement by the Indemnitee
of a material fact, or an omission of a material fact
necessary to make the Indemnitee's statement not materially
misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification
under applicable law. Such sixty (60)-day period may be
extended for a reasonable time, not to exceed an additional
thirty (30) days, if the person or entity making said
determination in good faith requires additional time for the
obtaining or evaluating of documentation and/or information
relating thereto. The foregoing provisions of this paragraph
6(B) shall not apply: (i) if the determination of entitlement
to indemnification is to be made by the shareholders and if
within fifteen (15) days after receipt by Presidio of the
request for such determination the Board of Trustees resolves
to submit such determination to the shareholders for
consideration at an annual or special meeting thereof to be
held within seventy-five (75) days after such receipt and such
determination is made at
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such meeting, or (ii) if the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant
to paragraph 5(B) of this Agreement.
(C) The termination of any Proceeding or of any claim, issue or
matter therein, by judgment, order, settlement, or conviction,
or upon a plea of nolo contendere or its equivalent, shall not
(except as otherwise expressly provided in this Agreement) of
itself adversely affect the right of the Indemnitee to
indemnification.
7. REMEDIES
(A) In the event that: (i) a determination is made that the
Indemnitee is not entitled to indemnification under this
Agreement, or (ii) advancement of Expenses is not timely made
pursuant to this Agreement, or (iii) payment of
indemnification due the Indemnitee under this Agreement is not
timely made, the Indemnitee shall be entitled to an
adjudication in an appropriate court of competent jurisdiction
of such Indemnitee's entitlement to such indemnification or
advancement of Expenses.
(B) In the event that a determination shall have been made
pursuant to this Agreement that the Indemnitee is not entitled
to indemnification, any judicial proceeding commenced pursuant
to this paragraph 7 shall be conducted in all respects as a de
novo trial, on the merits and the Indemnitee shall not be
prejudiced by reason of that adverse determination. In any
judicial proceeding or arbitration commenced pursuant to this
paragraph 7, Presidio shall have the burden of proving that
the Indemnitee is not entitled to indemnification or
advancement of Expenses, as the case may be.
(C) If a determination shall have been made or deemed to have been
made pursuant to this Agreement that the Indemnitee is
entitled to indemnification, Presidio shall be bound by such
determination in any judicial proceeding commenced pursuant to
this paragraph 7, absent: (i) a misstatement by the Indemnitee
of a material fact, or an omission of a material fact
necessary to make the Indemnitee's statement not materially
misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification
under applicable law.
(D) Presidio shall be precluded from asserting in any judicial
proceeding commenced pursuant to this paragraph 7 that the
procedures and presumptions of this Agreement are not valid,
binding and enforceable and shall stipulate in any such court
that Presidio is bound by all the provisions of this
Agreement.
(E) In the event that the Indemnitee, pursuant to this paragraph
7, seeks a judicial adjudication of such Indemnitee's rights
under, or to recover damages for breach of, this Agreement, if
successful in whole or in part, the Indemnitee shall be
entitled to recover from Presidio, and shall be indemnified by
Presidio against, any and all
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Expenses actually and reasonably incurred by such Indemnitee
in such judicial adjudication.
8. PARTIAL INDEMNITY
If the Indemnitee is entitled under any provision of this Agreement to
indemnification by Presidio for some or a portion of the expenses, judgments,
fines and amounts paid in settlement but not, however, for all of the total
amount thereof, Presidio shall nevertheless indemnify the Indemnitee for the
portion thereof to which the Indemnitee is entitled.
9. ESTABLISHMENT OF TRUST
In the event of a Change in Control, Presidio shall, upon written
request by the Indemnitee, create a trust for the benefit of the Indemnitee
("Trust") and from time-to-time upon written request by the Indemnitee, shall
fund such Trust in an amount sufficient to satisfy any and all Expenses,
judgments, penalties, fines and settlement amounts actually and reasonably
incurred by or on behalf of such Indemnitee or claimed, reasonably anticipated
or proposed to be paid in accordance with the terms of this Agreement. The
amount to be deposited in the Trust pursuant to the foregoing funding obligation
shall be determined by Independent Counsel. The terms of the Trust shall provide
that: (i) the Trust shall not be revoked or the principal thereof invaded,
without the prior written consent of the Indemnitee, (ii) the trustee of the
Trust ("Trustee") shall advance, within two business days of a request by the
Indemnitee and in accordance with paragraph 4 of this Agreement, any and all
Expenses to the Indemnitee, (iii) the Trust shall continue to be funded by
Presidio 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 Presidio
upon a final determination by Independent Counsel that the Indemnitee has been
fully indemnified under the terms of this Agreement. The Trustee shall be chosen
by the Indemnitee and agreed to by Presidio in its reasonable discretion.
Nothing in this paragraph 9 shall relieve Presidio of any of its obligations
under this Agreement.
10. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE SUBROGATION
(A) The rights of indemnification and to receive advancement of
Expenses as provided by this Agreement shall not be deemed
exclusive of any other rights to which the Indemnitee may at
any time be entitled under applicable law, the Amended and
Restated Declaration of Trust, Presidio's Bylaws, any
agreement, a vote of shareholders or a resolution of the Board
of Trustees, or otherwise. No amendment, alteration or repeal
of this Agreement or any provision hereof shall be effective
as to the Indemnitee with respect to any action taken or
omitted by the Indemnitee as a member of the Board of Trustees
prior to such amendment, alteration or repeal.
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(B) To the extent that Presidio maintains an insurance policy or
policies providing liability insurance for trustees of
Presidio, the Indemnitee shall be covered by such policy or
policies in accordance with its or their terms to the maximum
extent of the coverage available and upon any "Change in
Control" Presidio shall obtain continuation and/or "tail"
coverage for the Indemnitee to the maximum extent and period
obtainable at such time.
(C) In the event of any payment under this Agreement, Presidio
shall be subrogated to the extent of such payment to all of
the rights of recovery of the Indemnitee, who shall execute
all papers required and take all actions necessary to secure
such rights, including execution of such documents as are
necessary to enable Presidio to bring suit to enforce such
rights.
(D) Presidio shall not be liable under this Agreement to make any
payment of amounts otherwise indemnifiable hereunder if and to
the extent that the Indemnitee has otherwise actually received
such payment under any insurance policy, contract, agreement,
or otherwise.
11. CONTINUATION OF INDEMNITY
All agreements and obligations of Presidio contained herein shall
continue during the period the Indemnitee is an officer or a member of the Board
of Trustees of Presidio and shall continue thereafter so long as the Indemnitee
shall be subject to any threatened, pending or completed Proceeding by reason of
such Indemnitee's Corporate Status and during the period of statute of
limitations for any act or omission occurring during the Indemnitee's term of
Corporate Status. No legal action shall be brought and no cause of action shall
be asserted by or on behalf of Presidio against the Indemnitee, the Indemnitee's
spouse, heirs, executors or personal or legal representatives after the
expiration of two (2) years from the date of accrual of such cause of action,
and any claim or cause of action of Presidio shall be extinguished and deemed
released unless asserted by the timely filing of a legal action within such two
(2) year period; provided, however, that if any shorter period of limitations is
otherwise applicable to any such cause of action such shorter period shall
govern. This Agreement shall be binding upon Presidio and its successors and
assigns and shall inure to the benefit of the Indemnitee and such Indemnitee's
heirs, executors and administrators.
12. SEVERABILITY
If any provision or provisions of this Agreement shall be held to be
invalid, illegal, or unenforceable for any reason whatsoever, (i) the validity,
legality, and enforceability of the remaining provisions of this Agreement
(including, without limitation, each portion of any paragraph 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 (ii) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each portion of any
paragraph of this Agreement containing any such provision held to be invalid,
illegal, or
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unenforceable, that is not itself invalid, illegal, or unenforceable) shall be
construed so as to give effect to the intent manifested by the provisions held
invalid, illegal, or unenforceable.
13. EXCEPTIONS TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES
Notwithstanding any other provisions of this Agreement, the Indemnitee
shall not be entitled to indemnification or advancement of Expenses under this
Agreement: (i) with respect to any Proceeding initiated by such Indemnitee
against Presidio other than a proceeding commenced pursuant to paragraph 7, or
(ii) with respect to any Proceeding in which such Indemnitee's act or omission
was material to the cause of action adjudicated and was committed in bad faith
or was the result of active and deliberate dishonesty, or (iii) if the
Indemnitee actually received an improper personal benefit in money, property, or
services.
14. HEADINGS
The headings of the paragraph of this Agreement are inserted for
convenience only and shall not be deemed to constitute part of this Agreement or
to affect the construction thereof.
15. MODIFICATION AND WAIVER
No supplement, modification, or amendment of this Agreement shall be
binding unless executed in writing by both of the parties hereto. No waiver of
any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provisions hereof (whether or not similar) nor shall such
waiver constitute a continuing waiver.
16. NOTICE BY THE INDEMNITEE
The Indemnitee agrees promptly to notify Presidio in writing upon being
served with any summons, citation, subpoena, complaint, indictment, information,
or other document relating to any Proceeding or matter which may be subject to
indemnification or advancement of Expenses covered hereunder.
17. NOTICES
All notices, requests, demands, and other communications hereunder
shall be in writing and shall be deemed to have been duly given if (i) delivered
by hand and receipted for by the party to whom said notice or other
communication shall have been directed, or (ii) mailed by certified or
registered mail with postage prepaid, on the third business day after the date
on which it is so mailed, if so delivered or mailed, as the case may be, to the
following addresses:
If to the Indemnitee, to the address set forth in the records of
Presidio.
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If to Presidio, to: Presidio Golf Trust
Xxxxxxxx 000, Xxxxxxxxxx Xxxxxx
Presidio Main Post, X.X. Xxx 00000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Secretary
or to such other address as may have been furnished to the Indemnitee by
Presidio or to Presidio by the Indemnitee, as the case may be.
18. GOVERNING LAW
The parties agree that this Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Maryland
without giving effect to the conflicts of law provisions thereof.
19. COUNTERPARTS
This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.
20. LIMITATION OF LIABILITY OF SHAREHOLDERS, TRUSTEES AND OFFICERS OF
PRESIDIO
Any obligation or liability whatsoever of Presidio which may arise at
any time under this Agreement or any obligation or liability which may be
incurred by it pursuant to any other instrument, transaction or undertaking
contemplated hereby shall be satisfied, if at all, out of Presidio's assets
only. No such obligation or liability of Presidio shall be personally binding
upon, nor shall resort for the enforcement thereof be had to, the property of
any of its shareholders, trustees, officers, employees or agents (solely as a
result of their status as shareholders, trustees, officers, employees or
agents), regardless of whether such obligation or liability is in the nature of
contract, tort or otherwise.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
PRESIDIO:
PRESIDIO GOLF TRUST,
a Maryland real estate investment trust
By:
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Its:
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INDEMNITEE:
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Name:
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