Exhibit 10.4
St. Xxxxxxxx Seaway Corporation
00 Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-1774
(000) 000-0000
August 31, 2007
Xx. Xxxxxx X. Xxxxxxxxx
Director
St. Xxxxxxxx Seaway Corporation
Cypress Grove Lane
Greensboro, NC, 27455
Dear Xxxxxx:
In consideration of your continued service as a director of St.
Xxxxxxxx Seaway Corporation, a Delaware corporation (the "Company"), the Company
hereby contractually agrees to provide you with the indemnification rights
currently provided by the Company to its directors, as described in the
Company's Certificate of Incorporation and bylaws, which are incorporated herein
by reference. Notwithstanding any future amendments to the Company's Certificate
of Incorporation and bylaws, the Company hereby agrees to continue to provide
you with such indemnification rights so long as you serve as a director of the
Company, and after such service is completed, for so long as you are exposed to
any potential liability by reason of your service as a director of the Company.
The rights granted to you by the Company in this agreement shall not be
deemed exclusive of, or in limitation of, any rights to which you may be
entitled under applicable law, the Company's Certificate of Incorporation and
bylaws, or otherwise.
If this letter confirms your understanding of our agreement, please
execute the enclosed counterpart of this letter.
Very truly yours,
ST. XXXXXXXX SEAWAY CORPORATION
By: /s/ Xxxxxxx Xxxxxxxxx
----------------------------
Xxxxxxx Xxxxxxxxx
Its Chairman and Chief Executive
Officer
Accepted and agreed to as of this 31st day of August, 2007.
/s/ Xxxxxx X. Xxxxxxxxx
---------------------------
Xxxxxx X. Xxxxxxxxx
