Exhibit 10.2
Schedule of Parties
to Indemnification Agreement
Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxx
Xxxxx Xxxxxx Xxxxxx Xxxxx
Xxxxxx Xxxxxx Xxxxxxxx X'Xxxxx
Xxx Xxxxxx Xxxxxxx Xxxxxxxxx
Xxxxxxxx X. Xxxx Xxxxxx Xxxxxxx
Xxxx Xxxxxxxx Xxxxxx Xxxxxx
Xxxx Xxxxx Xxxxxxxxx Xxxxxx
Xxxxxxx Xxxxxxx
INDEMNIFICATION AGREEMENT
THIS AGREEMENT is made and entered into this _______ day of ___________,
2005, between American Italian Pasta Company, a Delaware corporation (the
"Corporation") and _______________ ("Indemnitee").
WITNESSETH:
WHEREAS, Indemnitee is a ____________________________ of the Corporation
and as such is performing a valuable service for the Corporation; and
WHEREAS, although Indemnitee has certain rights to indemnification under
the Governing Documents of the Corporation and Delaware law, and such Governing
Documents and law specifically provide that they are not exclusive and thereby
contemplate that the Corporation may enter into indemnification agreements with
its officers and directors;
WHEREAS, the Corporation's Board of Directors have determined that the
policy of the Corporation is to indemnify the Corporation's directors and
officers against Claims and Liabilities incurred by reason of their Official
Capacity; and
WHEREAS, the Board of Directors of the Corporation has determined that the
foregoing indemnification policy is important to the recruitment and retention
of qualified, competent officers and directors to serve the Corporation, and is
therefore in the best interests of the Corporation; and
WHEREAS, the Corporation's Board of Directors has determined that it is
appropriate and in the best interests of the Corporation to offer an
indemnification agreement substantially the same as this Agreement to all
directors of the Corporation and to those officers of the Corporation as the
Board of Directors shall determine; and
WHEREAS, the Corporation and Indemnitee desire to enter into this Agreement
to provide to Indemnitee additional rights to indemnification in consideration
of Indemnitee's continued service to the Corporation;
NOW, THEREFORE, in consideration of Indemnitee's service or continued
service to the Corporation in Indemnitee's Official Capacity, and the promises
and agreements contained herein, the Corporation and Indemnitee agree as
follows:
1. Certain Definitions. For purposes of this Agreement, the following
definitions shall apply to the referenced words or terms:
(a) "Arbitration" in the context of a Proceeding shall mean any
alternative dispute resolution procedure or process.
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(b) "D&O Insurance" means directors and officers liability insurance.
(c) "Expenses" shall include all direct and indirect costs
(including, without limitation, all attorneys' fees and retainers, and
related disbursements, expert witness and advisory fees and related
disbursements, and other out-of-pocket costs) actually and reasonably
incurred or to be incurred by Indemnitee in connection with (i) the
investigation, defense or appeal of a Proceeding, (ii) serving as an actual
or prospective witness in any matter arising out of, or in any way related
to, Indemnitee's Official Capacity, (iii) any voluntary or required
interviews or depositions with respect to any matter arising out of, or in
any way related to, Indemnitee's Official Capacity, and (iv) any Permitted
Action brought against the Corporation by Indemnitee directly, or by means
of impleader, cross-complaint, counterclaim or other proceeding.
(d) "Governing Documents" shall mean the Certificate of Incorporation
and Bylaws of the Corporation, as amended from time to time.
(e) "Indemnitee's Affiliates" shall mean Indemnitee's spouse, members
of Indemnitee's immediate family, and Indemnitee's representative(s),
guardian(s), conservator(s), estate, executor(s), administrator(s), and
trustee(s), as the case may be, as understood in, or relevant to, the
context of a particular provision of this Agreement.
(f) "Liabilities" shall include judgments, settlements, fines,
damages, whether compensatory, punitive or exemplary, ERISA or IRS or other
excise taxes, penalties, and all other liabilities of any kind or nature
incurred by Indemnitee as a result of a Proceeding.
(g) "Official Capacity" means Indemnitee's service as an officer
and/or director of the Corporation and any Other Enterprise, and in such
capacity shall include service as a trustee, fiduciary, agent or similar
status with respect to the Corporation and any Other Enterprise.
(h) "Other Enterprise" shall include without limitation any other
corporation, partnership, joint venture, trust, employee benefit plan, or
other entity or association of any kind or nature which is controlled by,
or affiliated with, the Corporation, or of which the Corporation is a
creditor, or sole or partial owner.
(i) "Permitted Action" includes (i) any Proceeding against the
Corporation brought by Indemnitee, alone or with others, in connection
with, or related to, the defense by Indemnitee of any Proceeding brought
against Indemnitee by a third party, the Corporation, or any Other
Enterprise (or brought on behalf of the Corporation, including by means of
a derivative action), whether by a separately initiated Proceeding, or
impleader, cross-claim, counterclaim, or otherwise; (ii) a Proceeding
brought by Indemnitee or Indemnitee's Affiliates to establish or enforce a
right of indemnity, or Indemnitee's Affiliates, under this Agreement, an
applicable D&O insurance policy, the Corporation's Governing Documents, or
any other agreement or law pertaining to
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indemnification of Indemnitee, or to recover Expenses or a Liability of
Indemnitee resulting from a Proceeding against Indemnitee; (iii) a
Proceeding against the Corporation or any Other Enterprise brought by
Indemnitee which is approved in advance by a majority of the Corporation's
independent directors, excluding Indemnitee; and (iv) a Proceeding brought
by Indemnitee which is required under any law; and with respect to (i)
through (iv) above, any of the identified actions shall be considered a
Permitted Action regardless of whether Indemnitee is ultimately determined
to be entitled to the relief sought.
(j) "Proceeding" shall include any threatened, pending, actual or
completed inquiry, interview, investigation, action, suit, arbitration or
other proceeding, whether civil, administrative, criminal, or any other
type of proceeding whatsoever, including an appellate action of any kind,
brought by (i) the Corporation (or brought on behalf of the Corporation,
including a derivative action) against or involving Indemnitee or
Indemnitee's Affiliates by reason of, or in any way related to,
Indemnitee's Official Capacity; (ii) Indemnitee, against or involving the
Corporation or any Other Enterprise by reason of, or in any way related to,
Indemnitee's Official Capacity or rights Indemnitee has against the
Corporation or any Other Enterprise under this Agreement, the Governing
Documents, or any other agreement or law (but only with respect to a
Permitted Action); (iii) any third party against or involving Indemnitee or
Indemnitee's Affiliates by reason of, or in any way related to,
Indemnitee's Official Capacity, directly or by impleader, cross-claim,
counterclaim, or other means; or (iv) Indemnitee against any third party,
other than the Corporation, by reason of, or in any way related to,
Indemnitee's Official Capacity, directly or by impleader, cross-claim,
counterclaim or other means.
(k) "Serving at the Request of the Corporation" shall include any
service to an Other Enterprise by Indemnitee in Indemnitee's Official
Capacity.
For the purposes of this Agreement, Indemnitee's service in
Indemnitee's Official Capacity to any Other Enterprise shall be presumed to
be "Service at the Request of the Corporation," unless it is conclusively
determined to the contrary by a majority vote of the directors of the
Corporation, excluding Indemnitee. With respect to such determination, it
shall not be necessary for Indemnitee to show any actual or prior request
by the Corporation or its Board of Directors for such Service to such Other
Enterprise.
2. Indemnification.
(a) Subject only to the provisions of Sections 4, 5 and 7 of this
Agreement, the Corporation shall hold harmless and indemnify Indemnitee
from and against any and all Expenses and Liabilities with respect to any
Proceedings to which Indemnitee may be subject by reason of Indemnitee's
Official Capacity with the Corporation or any Other Enterprise to the
fullest extent permitted by Delaware law and this Agreement as such law and
this Agreement may be hereafter modified or interpreted subsequent to the
execution of this Agreement.
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(b) Notwithstanding any other provisions of this Agreement, if
Indemnitee is the subject of a Proceeding by reason of, or in any way
related to, Indemnitee's Official Capacity, and is successful in the
defense of (i) the entire Proceeding, or (ii) one or more claims brought as
part of the Proceeding, the Indemnitee shall be fully indemnified by the
Corporation as to all Expenses incurred with respect to the Proceeding, or
the particular claims, as the case may be, to the extent Indemnitee has not
otherwise been indemnified.
(c) If a Proceeding against Indemnitee includes a claim against (i)
one or more of Indemnitee's Affiliates, or (ii) a property interest of one
or more of Indemnitee's Affiliates, and such Proceeding against Indemnitee
is by reason of, or in any way related to, Indemnitee's Official Capacity
with the Corporation or any Other Enterprise, this Agreement shall also
include indemnification of the Indemnitee's Affiliates with respect to
their Expenses and Liability, assuming that Indemnitee would have been
entitled to indemnification under Section 4(a) if the Proceeding had been
brought directly against Indemnitee. The Expenses of such Indemnitee
Affiliate shall be advanced pursuant to Section 5 to the extent Indemnitee
would have been entitled to advancement of Expenses had the Proceeding been
directly against Indemnitee.
(d) The Corporation and Indemnitee acknowledge that state or federal
law or regulations, or applicable public policy, may prohibit the
Corporation from indemnifying Indemnitee with respect to a Proceeding, or
one or more claims in a Proceeding under this Agreement or otherwise.
3. Partial Indemnification. If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Corporation for any portion of
Expenses or Liability incurred in connection with any Proceeding, but not for
all of the Expenses or Liability incurred in connection with any Proceeding, the
Corporation shall nevertheless indemnify Indemnitee for the portion of such
Expenses and Liability to which Indemnitee is entitled.
4. Limitations on Indemnification.
(a) The Corporation will not hold Indemnitee harmless or provide
indemnification or advancement of expenses:
(i) if Indemnitee has been otherwise (than pursuant to this
Agreement) indemnified by the Corporation or other person or entity,
or pursuant to any D&O Insurance or other insurance purchased and
maintained by the Corporation or Other Enterprise;
(ii) if the Proceeding against Indemnitee is not by reason of, or
does not in any way relate to, Indemnitee's Official Capacity;
(iii) in respect of remuneration paid to Indemnitee if it shall
be determined by a final adjudication of a court having jurisdiction
in the matter that such remuneration was in violation of law;
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(iv) on account of any suit for an accounting of profits made
from the purchase or sale by Indemnitee of securities of the
Corporation pursuant to Section 16(b) of the Securities Exchange Act
of 1934 and amendments thereto or similar provisions of any federal,
state or local law;
(v) on account of Indemnitee's conduct if it is finally adjudged
by a court or administrative agency, having jurisdiction in the
matter, or is admitted by Indemnitee, that such conduct (I) was in bad
faith (II) was believed by the Indemnitee to be opposed to the best
interests of the corporation, (III) was knowingly fraudulent, false or
dishonest, (IV) constituted knowing misconduct, or (V) in a criminal
action or proceeding, constituted conduct that the Indemnitee had
reasonable cause to believe was unlawful;
(vi) with respect to Proceedings brought by, or on behalf of,
Indemnitee or Indemnitee's Affiliates, against the Corporation, any
Other Enterprise or any other person or entity having a right to be
indemnified by the Corporation or any Other Enterprise, unless such
Proceeding is a Permitted Action;
(vii) if it shall be determined by a final adjudication of a
court, or administrative agency, having jurisdiction in the matter,
that such indemnification is not lawful; or
(viii) with respect to any matters related to the
employer-employee relationship between the Corporation and Indemnitee,
including the continuation or termination thereof, or any salary,
bonus, benefits or other compensation matters.
(b) A determination as to whether Indemnitee is not entitled to
indemnification by reason of the provisions of Section 4(a) shall be made
by (i) the board of directors by a majority vote of directors who were not
parties to the action, suit or proceeding, even though less than a quorum,
or (ii) by a committee of such directors designated by a majority vote of
such directors, even though less than a quorum, or (iii) if there are no
such directors, or if such directors so direct, by independent legal
counsel in a written opinion to the effect that there is clear and
convincing evidence that, based on the evidence then known, Indemnitee is
not entitled to indemnification; and any such determination under (i), (ii)
or (iii) shall be final and binding upon the Corporation.
5. Advancement of Expenses.
(a) Until the assumption of the defense of a Proceeding by the
Corporation pursuant to Section 7 of this Agreement or after Indemnitee's
employment of separate counsel as permitted under Section 7, expenses of
Indemnitee in defending or responding to a Proceeding shall be paid by the
Corporation, within 15 days of the receipt of invoices therefor from
Indemnitee, in advance of the final disposition of such Proceeding.
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(b) Expenses of Indemnitee in prosecuting a Permitted Action shall be
paid by the Corporation within 15 days of the receipt of invoices therefor
from Indemnitee, in advance of the final disposition of such Permitted
Action.
(c) Indemnitee's initial submission of an invoice for reimbursement
of Expenses incurred in connection with, or related to, any Proceeding
shall be accompanied by a written undertaking by or on behalf of Indemnitee
to repay all or a portion of the amounts advanced, if it shall be
determined by a final adjudication of a court or administrative agency
having jurisdiction in the matter that Indemnitee is not entitled to
indemnification by the Corporation with respect to all or a portion of the
advanced Expenses.
6. Maintenance of D&O Insurance.
(a) The Corporation represents that it presently has in force and
effect D&O Insurance coverage under the policies with the insurance
carriers, and in the amounts set forth on Attachment A (the "Insurance
Policies").
(b) Subject only to the provisions of Section 6(c) hereof, the
Corporation agrees that, so long as Indemnitee shall continue to serve in
an Official Capacity, and thereafter, for so long as Indemnitee shall be
subject to any possible Proceeding by reason of, or in any way related to,
Indemnitee's Official Capacity, the Corporation will purchase and maintain
in effect for the benefit of Indemnitee one or more valid, binding and
enforceable policies of D&O Insurance providing, in all respects, coverage
at least comparable to that presently provided pursuant to the Insurance
Policies. All decisions as to whether and to what extent the Corporation
maintains D&O Insurance shall be made by the Board of Directors of the
Corporation.
(c) The Corporation shall not be required to maintain D&O Insurance
coverage at least comparable to that provided by the Insurance Policies if
(i) said Insurance is not available, or (ii) in the reasonable business
judgment of a two-thirds majority of the directors of the Corporation, the
premium cost for such insurance is substantially disproportionate to the
benefits of such coverage. In making any determination to eliminate or
reduce coverage, the Board of Directors shall seek the advice of
independent legal counsel or other advisors experienced in the review and
analysis of D&O Insurance coverage.
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(d) Promptly after (i) learning of facts and circumstances which may
give rise to a Proceeding, the Corporation shall notify its D&O Insurance
carriers, if such notice is required by the applicable insurance policies,
and any other insurance carrier providing applicable insurance coverage to
the Corporation, of such facts and circumstances, or (ii) receiving notice
of a Proceeding, whether from Indemnitee, or otherwise, the Corporation
shall give prompt notice to its D&O Insurance carriers, and any other
insurance carriers providing applicable insurance coverage to the
Corporation, in accordance with the requirements of the respective
insurance policies. The Corporation shall, thereafter, take all appropriate
action to cause such insurance carriers to pay on behalf of Indemnitee, all
Expenses incurred or to be incurred, and liability incurred, by Indemnitee
with respect to such Proceeding, in accordance with the terms of the
applicable insurance policies.
7. Notification to Corporation by Indemnitee of a Proceeding or Permitted
Action; Defense of Proceeding by Corporation.
(a) Promptly after receipt by Indemnitee of notice of the
commencement of a Proceeding or Permitted Action, Indemnitee will, if a
claim for indemnification with respect thereto is to be made by Indemnitee
against the Corporation under this Agreement, or otherwise, notify the
Corporation of such Proceeding or Permitted Action; but the omission so to
notify the Corporation will not relieve the Corporation from any liability
which it may have to Indemnitee under this Agreement.
(b) With respect to a Proceeding of which the Corporation has notice
pursuant to Section 6, Section 7(a), or otherwise:
(i) Except as otherwise provided below, the Corporation may,
alone or jointly with any other indemnifying party, assume the defense
thereof, with counsel reasonably satisfactory to Indemnitee. From and
after the Corporation's assumption of the defense of the Proceeding,
the Corporation will not be liable to Indemnitee under this Agreement
for any Expenses subsequently incurred by Indemnitee in connection
with the defense of such Proceeding.
(ii) Indemnitee shall have the right to employ Indemnitee's own
counsel in the defense of the Proceeding, but the fees and expenses of
such counsel incurred after the Corporation has assumed the defense of
such Proceeding, shall be at the expense of Indemnitee unless (I) the
employment of counsel by Indemnitee has been authorized by a majority
of the directors of the Corporation, excluding Indemnitee, (II)
Indemnitee shall have reasonably concluded that there may be a
conflict of interest between the Corporation and Indemnitee in the
conduct of the defense of the Proceeding, and such conclusion is
supported by an opinion of counsel, or (III) the Corporation shall not
in fact have timely employed counsel to assume the defense of the
Proceeding, in each of which cases the Expenses of Indemnitee shall be
advanced by the Corporation pursuant to Section 5 and indemnified
pursuant to Section 2.
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(c) The Corporation shall not be liable to indemnify Indemnitee under
this Agreement for any amounts paid in settlement of any Proceeding or
Permitted Action effected without the Corporation's prior written consent,
which consent shall be determined by majority vote of the Corporation's
directors, excluding Indemnitee. The Corporation shall not settle any
action or claim in any manner which would impose any penalty, limitation,
Expense or Liability on Indemnitee without Indemnitee's prior written
consent. Neither the Corporation nor Indemnitee will unreasonably withhold
their consent to any proposed settlement.
8. No Obligation or Right of Indemnitee or Corporation to Continuation of
Indemnitee's Official Capacity.
(a) The Corporation expressly confirms and agrees that it has entered
into this Agreement, and assumed the obligations imposed on the Corporation
in this Agreement, in order to induce Indemnitee to serve or continue to
serve the Corporation in Indemnitee's Official Capacity, and acknowledges
that Indemnitee is relying upon this Agreement in serving or continuing to
serve in such Official Capacity. The rights to indemnification and
advancement of Expenses created by or provided pursuant to this Agreement
are bargained-for conditions of Indemnitee's acceptance and/or maintenance
of Indemnitee's Official Capacity with the Corporation. Such rights shall
continue after Indemnitee has ceased to serve the Corporation or any Other
Enterprise in Indemnitee's Official Capacity, and shall inure to the
benefit of Indemnitee and Indemnitee's Affiliates.
(b) Indemnitee agrees that neither the terms of this Agreement, nor
the rights and benefits conferred on the Corporation, any Other Enterprise
or Indemnitee under this Agreement, prohibits, limits or in any way
restricts the Board of Directors of the Corporation from (i) seeking
Indemnitee's resignation from his Official Capacity with the Corporation or
any Other Enterprise, (ii) removing, or seeking the removal of Indemnitee
from his Official Capacity with the Corporation or any Other Enterprise, or
(iii) declining to re-nominate or re-engage Indemnitee for his Official
Capacity with the Corporation or any Other Enterprise, nor shall this
Agreement be construed or interpreted as creating a contract of employment
or other engagement with Indemnitee.
(c) The Corporation agrees that neither the terms of this Agreement,
nor the rights and benefits provided to Indemnitee under this Agreement,
prohibit, limit, or restrict in any way, Indemnitee's rights to resign
Indemnitee's Official Capacity with the Corporation or any Other Enterprise
at any time subsequent to the execution of this Agreement.
9. Enforcement of this Agreement by Indemnitee or Indemnitee's
Affiliates. To the fullest extent permitted by the laws of the State of Delaware
or otherwise, Indemnitee and Indemnitee's Affiliates shall have the right to
institute a Proceeding to enforce and/or recover damages for breach of the
rights of indemnification and advancement of Expenses created by, or provided
pursuant to the terms of, this Agreement, the Governing Documents, Delaware or
other
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law, or any other agreement entered into between Indemnitee and the Corporation
subsequent to the execution of this Agreement, and such Proceeding shall be a
Permitted Action for purposes of this Agreement.
10. Non-attribution of Actions of any Indemnitee to any Other Indemnitee.
For purposes of determining whether Indemnitee is entitled to indemnification or
advancement of expenses by the Corporation pursuant to this Agreement or
otherwise, the actions or inactions of any other indemnitee or group of
indemnitees shall not be attributed to Indemnitee.
11. Non-Exclusivity. The rights to indemnification and advancement of
Expenses provided to Indemnitee pursuant to this Agreement shall not be deemed
exclusive of any other rights of indemnification or advancement of Expenses to
which Indemnitee may be entitled under any statute, common law, other agreement,
the Governing Documents, a vote of stockholders or disinterested directors,
insurance policy or otherwise, both as to actions in Indemnitee's Official
Capacity, and as to actions in any other capacity while holding Indemnitee's
Official Capacity with the Corporation or any Other Enterprise, and shall not
limit in any way any right the Corporation may have to create additional or
independent or supplementary indemnity obligations for the benefit of
Indemnitee.
12. Severability. Each of the provisions of this Agreement is a separate
and distinct agreement independent of the others, and if any provision of this
Agreement or the application of any provision hereof to any person or
circumstances is held invalid illegal or unenforceable by a final judgment of a
court, administrative agency or arbitration panel, having jurisdiction of the
matter, for any reason whatsoever, the remaining provisions of this Agreement
and the application of such provision to other persons or circumstances shall
not be affected thereby. The parties hereto expressly agree that any provision
hereof that is determined to be invalid, illegal or unenforceable shall be
construed and modified by the court, administrative agency or arbitration panel
finding such provision invalid, illegal or unenforceable to the extent necessary
so as to render such provision valid and enforceable as against all persons or
entities to the maximum extent permitted by law.
13. Governing Law. This Agreement shall be governed, interpreted and
construed in accordance with the laws of the State of Delaware without regard to
any of its conflict of law rules.
14. Consent to Jurisdiction and Venue. The Corporation and Indemnitee each
consent to the jurisdiction and venue of the courts of the State of Missouri, or
the federal courts, located in Xxxxxxx County, Missouri and to holding any
arbitration permitted under this Agreement in Xxxxxxx County, Missouri for all
purposes in connection with any Proceeding which arises out of or relates to
this Agreement.
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15. Notices.
(a) All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given if (i)
personally delivered to, and receipted for by, the intended receiving
party, or an authorized representative of the intended receiving party,
(ii) mailed by certified or registered mail, postage prepaid, within the
United States, on the third business day after the date on which it is
mailed, (iii) delivered by reputable overnight courier on the date of
delivery evidenced by such carrier, or (iv) transmitted by facsimile
machine on the date of receipt indicated by recipient's facsimile machine.
(b) Such notices shall be given as follows:
(i) If to Indemnitee to the following address or facsimile
number, or such other address or facsimile number as Indemnitee may
furnish in writing:
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Facsimile No.:
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Attention:
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(ii) If to the Corporation to:
American Italian Pasta Company
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxxxx Xxxx XX 00000-0000
Facsimile No.: 816.584.5100
Attention: Chief Financial Officer
16. Modification; Survival. No amendment, modification, termination or
cancellation of this Agreement shall be effective unless in writing and signed
by both parties hereto. The provisions of this Agreement shall survive the
termination of Indemnitee's Official Capacity with the Corporation, and inure to
the benefit of Indemnitee and Indemnitee's Affiliates.
17. Period of Limitations. No Proceeding shall be brought by or in the
right of either party hereto against the other after the expiration of three (3)
years from the date of accrual of the cause of action giving rise to the
Proceeding, and any such cause of action of such party shall be extinguished and
deemed released unless asserted by the timely bringing of a Proceeding within
such three (3) year period; provided, however, that if any shorter period of
limitations is otherwise applicable to such cause of action, such shorter period
shall govern.
18. Subrogation. In the event of payment of Expenses or Liabilities
pursuant to this Agreement, the Corporation shall be subrogated to the extent of
such payment to all of the rights of recovery of Indemnitee and Indemnitee's
Affiliates against any person or organization.
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Indemnitee and Indemnitee's Affiliates shall execute all documents required and
shall do all acts that may be necessary to secure such rights and to enable the
Corporation effectively to bring a Proceeding to enforce such rights.
19. Binding Effect; Successors. This Agreement shall be binding upon and
inure to the benefit of, and be enforceable by, the Corporation, Indemnitee and
Indemnitee's Affiliates, and their respective successors in interest, including
with respect to the Corporation, succession by purchase, merger, consolidation,
or sale of substantially all of the business and/or assets of the Corporation.
The Corporation shall require and cause any successor entity to all,
substantially all, or a substantial part of, the business and/or assets of the
Corporation, by written agreement to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Corporation would
be required to perform this Agreement if no succession had taken place.
20. Prior Agreements; Conflict With Governing Documents. This Agreement
shall supersede and replace any other agreement among the parties executed prior
to the date of this Agreement with respect to the subject matter hereof. To the
fullest extent permitted by law, in the event of a conflict between the terms of
this Agreement and the terms of the Governing Documents, the terms of this
Agreement shall prevail.
21. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
and affixed their signatures hereto as of the date first above written.
INDEMNITEE:
Signature:
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Printed Name:
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AMERICAN ITALIAN PASTA COMPANY
a Delaware corporation
By:
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Title:
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