APPENDIX A INDEMNIFICATION AGREEMENT
EXHIBIT
10.3
APPENDIX
A
Appendix
A to Letter Engagement Agreement (the “Agreement”), dated July 25, 2006 by and
between PubliCARD, Inc. and its subsidiaries, affiliates and related entities
(the “Company”) and Xxxxxx X. Xxxxxxxx (“Xxxxxxxx”).
The
Company agrees to indemnify and hold Sarachek and his agents (each an
“Indemnified Person”) harmless from and against all losses, claims, damages,
liabilities, costs or expenses, including those resulting from any threatened
or
pending investigation, action, proceeding or dispute whether or not Sarachek
or
any such other Indemnified Person is a party to such investigation, action,
proceeding or dispute, arising out of Sarachek’s entering into or performing
services under this Agreement (directly or through his agents), or arising
out
of any matter referred to in this Agreement. This indemnity shall also include
Sarachek’s and/or any such other Indemnified Person’s reasonable attorneys’ and
accountants’ fees and out-of-pocket expenses incurred in, and the cost of
Sarachek’s personnel whose time is spent in connection with, such
investigations, actions, proceedings or disputes, which fees, expenses and
costs
shall be periodically reimbursed to Sarachek and/or to any such other
Indemnified Person by the Company as they are incurred; provided, however,
that
in no event shall Sarachek and agents be indemnified for fees and expenses
relating to matters arising from the bad faith, willful misconduct or gross
negligence of any Indemnified Person. A court of competent jurisdiction shall
make such a determination, (but pending any such final determination, the
indemnification and reimbursement provisions hereinabove set forth shall apply
and the Company shall perform its obligations hereunder to reimburse Sarachek
and/or each such other Indemnified Person as described herein). In no event
shall Sarachek or agents be indemnified if the Company asserts a claim for,
and
a court determines by final, non-appealable order that such claim arose out
of
any Indemnified Person’s bad faith, gross negligence or willful
misconduct.
The
Company also agree that no Indemnified Person shall have any liability (whether
direct or indirect, in contract or tort or otherwise) to the Company for or
in
connection with any act or omission to act as a result of its engagement under
the Agreement except for any such liability for losses, claims, damages,
liabilities or expenses incurred by the Company that is found in a final,
non-appealable determination by a court of competent jurisdiction to have
resulted from any Indemnified Person’s bad faith, gross negligence or willful
misconduct.
If
for any reason, the foregoing indemnification is unavailable to Sarachek or
any
such other Indemnified Person or insufficient to hold them harmless with respect
to the matters it purports to cover, then the Company shall contribute to the
amount paid or payable by Sarachek or any such other Indemnified Person as
a
result of such loss, claim, damage or liability in such proportion as is
appropriate to reflect not only the relative benefits received by the Company
on
the one hand and Sarachek or any such other Indemnified Person on the other
hand, but also the relative fault of the Company and Sarachek or any such other
Indemnified Person, as well as any relevant equitable considerations; provided
that in no event will the aggregate contribution by Sarachek and any such other
Indemnified Person hereunder exceed the amount of fees actually received by
Sarachek pursuant to this Agreement. The reimbursement, indemnity and
contribution obligations of the Company hereinabove set forth shall be in
addition to any liability which the Company may otherwise have and these
obligations and the other provisions hereinabove set forth shall be binding
upon
and inure to the benefit of any successors, assigns, heirs and personal
representatives of the Company, Sarachek and any other Indemnified
Person.
The
terms and conditions hereinabove set forth in this Appendix A. shall survive
the
termination and expiration of this Agreement and shall continue indefinitely
thereafter.
PubliCARD,
Inc.
By:
/s/
Xxxxxxx X. XxXxxx
XXXXXX
X. XXXXXXXX
By:
/s/
Xxxxxx X. Xxxxxxxx
Xxxxxx
X. Xxxxxxxx
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