Exhibit 10.1
Form of Indemnification Agreement
---------------------------------
INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT (this "Agreement") is entered into as of the
___ day of ________, 2001, between AmeriPath, Inc., a Delaware corporation (the
"Corporation"), and _____________ ("Indemnitee").
WHEREAS, it is essential to the Corporation to retain and attract as
directors and officers the most capable persons available; and
WHEREAS, Indemnitee is a director [and officer] of the Corporation and from
time to time may also serve at the Corporation's request as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic corporation,
partnership, limited liability company, joint venture, trust, employee benefit
plan, or other entity; and
WHEREAS, both the Corporation and Indemnitee recognize the risk of
litigation and other claims being asserted against directors and officers of
business corporations in today's environment; and
WHEREAS, in recognition of Indemnitee's need for substantial protection
against personal liability and in order to enhance Indemnitee's continued
service to the Corporation and such other entities in an effective manner, the
Corporation desires to extend to Indemnitee the contractual rights to
indemnification and advancement of expenses as provided herein;
NOW, THEREFORE, in consideration of the premises and intending to be
legally bound hereby, the parties hereto agree as follows:
1. Certain Definitions for Purposes of this Agreement. The following
--------------------------------------------------
terms as used in this Agreement shall have the meanings set forth below.
(a) "Change in Control" shall have occurred if, during any period of two
consecutive years, individuals who at the beginning of such period
constitute the Board of Directors of the Corporation cease for any
reason to constitute at least a majority thereof, unless the election
of each new Director was approved in advance by a vote of at least a
majority of the Directors then still in office who were Directors at
the beginning of the period.
(b) "Corporation" includes any domestic or foreign predecessor entity of
the Corporation in a merger or other transaction in which the
predecessor's existence ceased upon consummation of the transaction.
(c) "Director" means an individual who is or was a director of the
Corporation or an individual who, while a director of the Corporation,
is or was serving at the Corporation's request as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, limited liability company, joint venture,
trust, employee benefit plan, or other entity. A Director is
considered to be serving an employee benefit plan at the Corporation's
request if his duties to the Corporation also impose duties on, or
otherwise involve services by, him to the plan or to participants in
or beneficiaries of the plan. "Director" includes, unless the context
requires otherwise, the estate or personal representative of a
Director.
(d) "Disinterested Director" or "Disinterested Officer" means a Director
or Officer, respectively, who at the time of a vote or selection
referred to in Section 3(c) or 4(b) is not a Party to the Proceeding.
(e) "Expenses" includes all reasonable counsel 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 of the types customarily incurred in connection with
prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in, or otherwise
participating in, a Proceeding, including any appeals.
(f) "Independent Legal Counsel" shall mean a law firm, or a member of a
law firm, that is experienced in matters of corporation law and
neither at the time of retention is, nor in the five years preceding
the date of such retention has been, retained to represent (i) the
Corporation or Indemnitee in any matter material to either such party
or (ii) any other Party to the Proceeding giving rise to a claim for
indemnification under this Agreement. Notwithstanding the foregoing,
the term "Independent Legal Counsel" shall not include any person who,
under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either
the Corporation or Indemnitee in an action to determine Indemnitee's
rights under this Agreement.
(g) "Liability" includes the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an
employee benefit plan), or reasonable Expenses actually incurred with
respect to a Proceeding.
(h) "Officer" means an individual who is or was an officer of the
Corporation or an individual who, while an officer of the Corporation,
is or was serving at the Corporation's request as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic
corporation,
2
partnership, limited liability company, joint venture, trust, employee
benefit plan, or other entity. An Officer is considered to be serving
an employee benefit plan at the Corporation's request if his duties to
the Corporation also impose duties on, or otherwise involve services
by, him to the plan or to participants in or beneficiaries of the
plan. "Officer" includes, unless the context requires otherwise, the
estate or personal representative of an Officer.
(i) "Party" includes an individual who was, is, or is threatened to be
made a named defendant or respondent in a Proceeding.
(j) "Proceeding" includes any threatened, pending, or completed action,
suit, or other type of proceeding, whether civil, criminal,
administrative, arbitrative or investigative and whether formal or
informal.
(k) "Reviewing Party" shall mean the person or persons making the
entitlement determination pursuant to Section 4 of this Agreement, and
shall not include a court making any determination under this
Agreement or otherwise.
(l) "Supporting Documentation" for Expenses means documents or other
evidence of specific Expenses to be reimbursed or advanced, including
any relevant invoice, xxxx, agreement or other documentation.
2. Basic Indemnification Arrangement.
---------------------------------
(a) Obligation to Indemnify; Standard of Conduct. Except as provided in
--------------------------------------------
Sections 2(e), 2(f), or 2(g) below, the Corporation shall indemnify
Indemnitee in the event Indemnitee is made a Party to a Proceeding
because he is or was a Director or Officer against Liability incurred
in the Proceeding if:
(1) Indemnitee conducted himself in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best
interests of the Corporation; and
(2) In the case of any criminal Proceeding, Indemnitee had no
reasonable cause to believe such conduct was unlawful.
(b) Service with Respect to Employee Benefit Plan. Indemnitee's conduct
---------------------------------------------
with respect to an employee benefit plan for a purpose he believed in
good faith to be in the interests of the participants in and
beneficiaries of the plan is conduct that satisfies the requirement of
Section 2(a)(1).
(c) Reliance as Safe Harbor. For purposes of any determination of good
-----------------------
faith, Indemnitee shall be deemed to have acted in good faith if
Indemnitee's
3
conduct was based primarily on the records or books of account of the
Corporation or relevant entity, including financial statements, or on
information supplied to Indemnitee by the officers of the Corporation
or relevant entity in the course of their duties, or on the advice of
legal counsel for the Corporation or relevant entity, or on
information or records given or reports made to the Corporation or
relevant entity by an independent certified public accountant, or by
an appraiser or other expert selected with reasonable care by the
Corporation or relevant entity. The provisions of this Section 2(c)
shall not be deemed to be exclusive or to limit in any way the other
circumstances in which Indemnitee may be deemed to have met the
relevant standard of conduct set forth in this Agreement.
(d) Termination of Proceeding Not Determinative. The termination of a
-------------------------------------------
Proceeding by judgment, order, settlement, or conviction, or upon a
plea of nolo contendere or its equivalent shall not, of itself, create
a presumption or be determinative that Indemnitee did not meet the
relevant standard of conduct set forth in Section 2(a).
(e) Limits on Indemnification. Unless, and then only to the extent that,
-------------------------
a court of competent jurisdiction acting pursuant to Section 5 of this
Agreement or Section 145(b) of the Delaware General Corporation Law,
determines that, in view of the circumstances of the case, Indemnitee
is fairly and reasonably entitled to indemnification, the Corporation
shall not indemnify Indemnitee under this Agreement:
(1) In connection with a Proceeding by or in the right of the
Corporation, except for reasonable Expenses, penalties, fines
(including an excise tax assessed with respect to an employee
benefit plan) and amounts paid in settlement incurred in
connection with the Proceeding, including any appeal thereof; or
(2) In connection with a Proceeding by or in the right of the
Corporation with respect to any claim, issue or matter as to
which Indemnitee shall have been adjudged liable to the
Corporation.
(f) Proceeding Brought by Indemnitee. Notwithstanding any other provision
--------------------------------
of this Agreement, Indemnitee shall not be entitled to indemnification
or advancement of Expenses hereunder with respect to any Proceeding or
claim brought or made by him against the Corporation, other than a
Proceeding or claim seeking or defending Indemnitee's right to
indemnification or advancement of Expenses pursuant to Section 5
hereof or otherwise.
(g) Settlements. Notwithstanding any other provision of this Agreement,
-----------
the Corporation shall not be liable for any amount paid by Indemnitee
in settlement of any Proceeding that is not defended by the
Corporation,
4
unless the Corporation has consented to such settlement, which consent
shall not be unreasonably withheld. The Corporation shall not be
required to obtain the consent of Indemnitee to the settlement of any
Proceeding which the Corporation has undertaken to defend if the
Corporation assumes full and sole responsibility for such settlement
and the settlement grants Indemnitee a complete and unqualified
release in respect of the potential Liability.
(h) Partial Indemnification. If Indemnitee is entitled under any
-----------------------
provision of this Agreement or otherwise to indemnification by the
Corporation for some portion of Liability incurred by him, but not the
total amount thereof, the Corporation shall indemnify Indemnitee for
the portion of such Liability to which he is entitled.
(i) Mandatory Indemnification. The Corporation shall indemnify Indemnitee
-------------------------
to the extent that he has been successful, on the merits or otherwise,
in the defense of any Proceeding to which he was a Party, or in
defense of any claim, issue or matter therein, because he is or was a
Director or Officer, against reasonable Expenses incurred by him in
connection with the Proceeding.
3. Advances for Expenses.
---------------------
(a) Obligations and Requirements. The Corporation shall, before final
----------------------------
disposition of a Proceeding, advance funds to pay for or reimburse the
reasonable Expenses incurred by Indemnitee as a Party to such
Proceeding if Indemnitee delivers to the Corporation Indemnitee's
written undertaking (meeting the qualifications set forth below in
Section 3(b)) to repay any funds advanced if it is ultimately
determined that Indemnitee is not entitled to indemnification under
this Agreement, the Delaware General Corporation Law or otherwise.
(b) Undertaking. The undertaking required by Section 3(a) above must be
-----------
an unlimited general obligation of Indemnitee but need not be secured
and shall be accepted without reference to Indemnitee's financial
ability to make repayment. If Indemnitee seeks to enforce his rights
to indemnification in a court pursuant to Section 5, such undertaking
to repay shall not be applicable or enforceable unless and until there
is a final court determination that he is not entitled to
indemnification, as to which all rights of appeal have been exhausted
or have expired.
(c) Evaluation of Reasonableness of Expenses. Evaluation as to
----------------------------------------
reasonableness of Expenses of Indemnitee in the specific case shall be
made in the same manner as the determination that indemnification is
permissible, as described in Section 4(b) below, except that if the
determination is made by Independent Legal Counsel, evaluation as to
reasonableness of Expenses shall be made by a majority of the
5
Disinterested Directors, or if no Disinterested Directors, by a
majority of the full Board of Directors. Notwithstanding the
foregoing sentence, any Expenses claimed by Indemnitee shall be deemed
reasonable if the Reviewing Party fails to make the reasonableness
evaluation within thirty (30) days following the later of (i) the
Corporation's receipt of the undertaking required by Section 3(a), or
(ii) the Corporation's receipt of Supporting Documentation for
specific Expenses to be reimbursed or advanced.
(d) Timing of Payments. Subject to Section 3(c) above, reimbursement or
------------------
advances for Expenses under this Section 3 shall be made not later
than thirty (30) days after the later of (i) the Corporation's receipt
of the undertaking required by Section 3(a), or (ii) the Corporation's
receipt of invoices for specific Expenses to be reimbursed or
advanced.
4. Authorization of and Determination of Entitlement to Indemnification.
--------------------------------------------------------------------
(a) Entitlement Determination. The Corporation and Indemnitee hereby
-------------------------
acknowledge that indemnification of Indemnitee under Section 2 of this
Agreement has been pre-authorized by the Corporation. Nevertheless,
the Corporation shall not indemnify Indemnitee under Section 2 unless
a separate determination has been made in the specific case that
indemnification of Indemnitee is permissible in the circumstances
because he has met the relevant standard of conduct set forth in
Section 2(a); provided, however, that (i) no such entitlement decision
need be made prior to the advancement of Expenses, and (ii) regardless
of the result or absence of any such determination, the Corporation
shall make any indemnification mandated by Section 2(i) above.
(b) Reviewing Party. The determination referred to in Section 4(a) shall
---------------
be made (at the election of a majority of the Disinterested Directors,
or if no Disinterested Directors, of a majority of the full Board of
Directors), by any of the following Reviewing Parties (unless a Change
in Control shall have occurred after Indemnitee first began serving as
a Director or Officer, in which case Indemnitee shall be entitled to
designate that the determination shall be made by Independent Legal
Counsel selected in the manner set forth in Section 4(c) below):
(1) By a majority vote of the Disinterested Directors, even though
less than a quorum; or
(2) By a majority vote of a committee of Disinterested Directors,
which committee shall be designated by a majority vote of the
Disinterested Directors, even though less than a quorum of the
Board of Directors; or
6
(3) If there are no Disinterested Directors, or if the Disinterested
Directors so direct, by Independent Legal Counsel; or
(4) By the stockholders of the Corporation.
(c) Selection of Counsel after Change in Control. If a Change in Control
--------------------------------------------
shall have occurred, Independent Legal Counsel shall be selected by
Indemnitee (unless Indemnitee requests that such selection be made by
a majority of the Disinterested Directors, or if no Disinterested
Directors, by a majority of the full Board of Directors), and
Indemnitee shall give written notice to the Corporation advising it of
the identity of the Independent Legal Counsel so selected. In either
event, Indemnitee or the Corporation, as the case may be, may, within
ten (10) days after such written notice of selection has been given,
deliver to the Corporation or to Indemnitee, as the case may be, a
written objection to such selection; provided, however, that such
-----------------
objection may be asserted only on the ground that such counsel so
selected does not meet the requirements of "Independent Legal Counsel"
as defined in Section 1 of this Agreement, and the objection shall set
forth with particularity the factual basis of such assertion. If such
written objection is so made and substantiated, the counsel so
selected may not serve as Independent Legal Counsel unless and until
such objection is withdrawn or a court has determined that such
objection is without merit. If, within twenty (20) days after
submission by Indemnitee of a written request for indemnification, no
Independent Legal Counsel shall have been selected and not objected
to, either the Corporation or Indemnitee may petition the court
conducting the Proceeding, or another court of competent jurisdiction,
for resolution of any objection which shall have been made by the
Corporation or Indemnitee to the other's selection of Independent
Legal Counsel and/or for the appointment as Independent Legal 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 all objections
are so resolved or the person so appointed shall act as Independent
Legal Counsel under Section 4(b).
(d) Cooperation by Indemnitee. Indemnitee shall cooperate with the
-------------------------
Reviewing Party with respect to its determination of Indemnitee's
entitlement to indemnification, including providing to the Reviewing
Party upon reasonable advance request any documentation or information
which is not privileged or otherwise protected from disclosure and
which is reasonably available to Indemnitee and reasonably necessary
to such determination. Any Expenses incurred by Indemnitee in so
cooperating with the Reviewing Party shall be borne by the Corporation
(irrespective of the determination as to Indemnitee's entitlement to
indemnification).
7
(e) Other.
-----
(1) The Reviewing Party, however chosen, shall make the requested
determination as promptly as reasonably practicable after a
request for indemnification is presented.
(2) Any determination by Independent Legal Counsel under this Section
4 shall be delivered in the form of a written option to the Board
of Directors with a copy to Indemnitee.
(3) The Corporation shall pay any and all reasonable fees and
expenses of Independent Legal Counsel incurred by such counsel in
connection with acting pursuant to Section 4(b), and the
Corporation shall pay all reasonable fees and expenses incident
to the procedures of Section 4(d), regardless of the manner in
which such Independent Legal Counsel was selected or appointed.
(4) Upon the due commencement of any action to seek court-ordered
indemnification pursuant to Section 5 of this Agreement,
Independent Legal Counsel shall be discharged and relieved of any
further responsibility in such capacity (subject to the
applicable standards of professional conduct then prevailing).
5. Court-Ordered Indemnification and Advances for Expenses.
-------------------------------------------------------
(a) Procedure. If Indemnitee is a Party to a Proceeding, he may apply for
---------
indemnification or for advances for Expenses to the court conducting
the Proceeding or to another court of competent jurisdiction. For
purposes of this Agreement, the Corporation hereby consents to
personal jurisdiction and venue in any court in which is pending a
Proceeding to which Indemnitee is a Party. Regardless of any
determination by the Reviewing Party that Indemnitee is not entitled
to indemnification or to advancement of Expenses or as to the
reasonableness of Expenses, and regardless of any failure by the
Reviewing Party to make a determination as to such entitlement or the
reasonableness of Expenses, such court's review shall be a de novo
review. After receipt of an application and after giving any notice
it considers necessary, the court may:
(1) Order indemnification or the advance for Expenses if it
determines that Indemnitee is entitled to indemnification or to
advance for Expenses under this Agreement, the Delaware General
Corporation Law or otherwise; or
(2) Order indemnification or the advance for Expenses if it
determines that, in view of all the relevant circumstances, it is
fair and reasonable to indemnify Indemnitee, or to advance
Expenses to
8
Indemnitee, regardless of whether Indemnitee has met the relevant
standard of conduct, complied with the requirements for
advancement of Expenses, or been adjudged liable in a Proceeding
referred to in Section 2(e) above (in which case any court-
ordered indemnification need not be limited to Expenses incurred
by Indemnitee, but may include penalties, fines, amounts paid in
settlement, judgments and any other amounts ordered by the court
to be indemnified or advanced).
(b) Payment of Expenses to Seek Court-Ordered Indemnification. If the
---------------------------------------------------------
court determines that Indemnitee is entitled to indemnification or to
advance for Expenses, the Corporation shall pay Indemnitee's
reasonable Expenses to obtain such court-ordered indemnification or
advance for Expenses.
6. Vested Rights; Specific Performance. No amendment to the Certificate
-----------------------------------
of Incorporation or Bylaws of the Corporation or any other corporate action
shall in any way limit Indemnitee's rights under this Agreement. In any
Proceeding brought by or on behalf of Indemnitee to specifically enforce the
provisions of this Agreement, the Corporation hereby waives the claim or defense
therein that the plaintiff or claimant has an adequate remedy at law, and the
Corporation shall not urge in any such Proceeding the claim or defense that such
remedy at law exists. The provisions of this Section 6, however, shall not
prevent Indemnitee from seeking a remedy at law in connection with any breach of
this Agreement.
7. Liability Insurance. To the extent the Corporation maintains an
-------------------
insurance policy or policies providing directors' or officers' liability
insurance, Indemnitee shall be covered by such policy or policies, in accordance
with its or their terms, to the maximum extent of the coverage provided under
such policy or policies in effect for any other Director or Officer of the
Corporation, as the case may be.
8. Witness Fees. Nothing in this Agreement shall limit the Corporation's
------------
power to pay or reimburse Expenses incurred by Indemnitee in connection with his
appearance as a witness in a Proceeding at a time when he has not been made a
named defendant or respondent in the Proceeding.
9. Security for Indemnification Obligations. The Corporation may at any
----------------------------------------
time and in any manner, at the discretion of the Board of Directors, secure the
Corporation's obligations to indemnify or advance Expenses to Indemnitee
pursuant to this Agreement.
10. Non-exclusivity, No Duplication of Payments. The rights of Indemnitee
-------------------------------------------
hereunder shall be in addition to any other rights with respect to
indemnification, advancement of Expenses or otherwise that Indemnitee may have
under the Corporation's Certificate of Incorporation or Bylaws, the Delaware
General Corporation Law or otherwise; provided, however, that the Corporation
shall not be liable under this Agreement to make any payment to Indemnitee
hereunder to the extent Indemnitee has
9
otherwise actually received payment (under any insurance policy, provision of
the Certificate of Incorporation or Bylaws, or otherwise) of the amounts
otherwise payable hereunder. The Corporation's obligation to indemnify or
advance expenses hereunder to Indemnitee who is or was serving at the request of
the Corporation as a director, officer, partner, trustee, employee or agent of
any other entity shall be reduced by any amount Indemnitee has actually received
as indemnification or advancement of expenses from such other entity.
11. Amendments. To the extent that the provisions of this Agreement are
----------
held to be inconsistent with the provisions of the Delaware General Corporation
Law (including Section 145(f) thereof), such provisions of such statute shall
govern. To the extent that the Delaware General Corporation Law is hereafter
amended to permit a Delaware business corporation, without the need for
stockholder approval, to provide to its directors greater rights to
indemnification or advancement of Expenses than those specifically set forth
hereinabove, this Agreement shall be deemed amended to require such greater
indemnification or more liberal advancement of Expenses to Indemnitee, in each
case consistent with the Delaware General Corporation Law as so amended from
time to time. Otherwise, no supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by the Corporation and
Indemnitee.
12. Subrogation. In the event of payment under this Agreement, the
-----------
Corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, who shall execute all papers required and
shall do everything that may be necessary to secure such rights, including the
execution of such documents necessary to enable the Corporation effectively to
bring suit to enforce such rights.
13. Waiver. 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.
14. Binding Effect, Etc. This Agreement shall be binding upon and inure
-------------------
to the benefit of and be enforceable by the parties hereto and their respective
successors or assigns (including any direct or indirect successor or assign by
purchase, merger, consolidation or otherwise to all or substantially all of the
business and/or assets of the Corporation), spouses, heirs, and personal and
legal representatives.
15. Applicability of Agreement. This Agreement shall apply retroactively
--------------------------
with respect to acts or omissions of Indemnitee occurring since the date that
Indemnitee first became a Director or Officer, and this Agreement shall continue
in effect regardless of whether Indemnitee continues to serve as a Director or
Officer, but only in respect of acts or omissions occurring prior to the
termination of Indemnitee's service as a Director or Officer.
16. 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
10
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; (b) such provision or provisions shall be deemed reformed to the extent
necessary to conform to applicable law and to give the maximum effect to the
intent of the parties hereto; and (c) 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
thereby.
17. Governing Law. This Agreement shall be governed by and construed and
-------------
enforced in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed in such state without giving effect to the
principles of conflicts of laws.
18. Headings. The headings of the Sections 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.
19. Inducement. The Corporation expressly confirms and agrees that it has
----------
entered into this Agreement and assumed the obligations imposed on it hereby in
order to induce Indemnitee to serve or continue to serve as a Director and/or
Officer, and the Corporation acknowledges that Indemnitee is relying upon this
Agreement in serving as a director, officer, employee or agent of the
Corporation or, at the request of the Corporation, as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic corporation,
partnership, limited liability company, joint venture, trust, employee benefit
plan, or other entity.
20. Notice by the Indemnitee. Indemnitee agrees promptly to notify the
------------------------
Corporation 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. The failure of Indemnitee so to notify the Corporation shall
not relieve the Corporation of any obligation which it may have to Indemnitee
under this Agreement or otherwise.
21. 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 to the Corporation, to the principal office address of the
Corporation, or if to Indemnitee, to the address of Indemnitee last on file with
the Corporation, or to such other address as may have been furnished to
Indemnitee by the Corporation or to the Corporation by Indemnitee, as the case
may be.
11
Executed as of the date first above written.
AMERIPATH, INC.:
By: _____________________________
_____________________________
INDEMNITEE:
_________________________________
12
