EXHIBIT 10.56
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INDEMNIFICATION AGREEMENT
This Indemnification Agreement, dated as of the ________ day of
_______________________, is made by and between TARRANT APPAREL GROUP, a
California corporation (the "Company"), and ________, an officer or director of
the Company (the "Indemnitee").
RECITALS
A. The Company and the Indemnitee recognize that the present state of the
law is too uncertain to provide the Company's officers and directors with
adequate and reliable advance knowledge or guidance with respect to the legal
risks and potential liabilities to which they may become personally exposed as a
result of performing their duties for the Company;
B. The Company and the Indemnitee are aware of the substantial growth in
the number of lawsuits filed against corporate officers and directors in
connection with their activities in such capacities and by reason of their
status as such;
C. The Company and the Indemnitee recognize that the cost of defending
against such lawsuits, whether or not meritorious, is typically beyond the
financial resources of most officers and directors of the Company;
D. The Company and the Indemnitee recognize that the legal risks and
potential liabilities, and the threat thereof, associated with proceedings filed
against the officers and directors of the Company bear no reasonable
relationship to the amount of compensation received by the Company's officers
and directors;
E. The Company, after reasonable investigation prior to the date hereof,
has determined that the liability insurance coverage available to the Company as
of the date hereof is inadequate, unreasonably expensive or both. The Company
believes, therefore, that the interest of the Company and its current and future
shareholders would be best served by a combination of (i) such insurance as the
Company may obtain pursuant to the Company's obligations hereunder and (ii) a
contract with its officers and directors, including the Indemnitee, to indemnify
them to the fullest extent permitted by law (as in effect on the date hereof,
or, to the extent any amendment may expand such permitted indemnification, as
hereafter in effect) against personal liability for actions taken in the
performance of their duties to the Company;
F. Section 317 of the California General Corporation Law empowers
California corporations to indemnify their officers and directors and further
states that the indemnification provided by Section 317 "shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office, to the extent such
additional rights to indemnification are authorized in
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the articles of the corporation"; thus, Section 317 does not by itself limit the
extent to which the Company may indemnify persons serving as its officers and
directors;
G. The Company's Articles of Incorporation and Bylaws authorize the
indemnification of the officers and directors of the Company in excess of that
expressly permitted by Section 317, subject to the limitations set forth in
Section 204(a)(11) of the California General Corporation Law, or limitations set
forth in a statute, regulation or rule promulgated by any state or federal
agency with jurisdiction over the Company's activities;
H. The Board of Directors of the Company has concluded that, to retain
and attract talented and experienced individuals to serve as officers and
directors of the Company and to encourage such individuals to take the business
risks necessary for the success of the Company, it is necessary for the Company
to contractually indemnify its officers and directors, and to assume for itself
liability for expenses and damages in connection with claims against such
officers and directors in connection with their service to the Company, and has
further concluded that the failure to provide such contractual indemnification
could result in great harm to the Company and its shareholders;
I. The Company desires and has requested the Indemnitee to serve or
continue to serve as a director or officer of the Company, free from undue
concern for the risks and potential liabilities associated with such services to
the Company; and
J. The Indemnitee is willing to serve, or continue to serve, the Company,
provided, and on the expressed condition, that the Indemnitee is furnished with
the indemnification provided for herein.
AGREEMENT
NOW, THEREFORE, the Company and Indemnitee agree as follows:
1 DEFINITIONS.
(a) "Change of Control" means any of the following events:
(i) Unless approved by the affirmative vote of at least
two-thirds (2/3) of those members of the Board of Directors who are not
employees of the Company and who are in office immediately prior to the
occurrence of any one or more of the following event(s):
(1) the merger or consolidation of the Company with,
or the sale of all or substantially all of the assets of the Company to, any
person or entity or group of associated persons or entities; or
(2) the direct or indirect beneficial ownership in the
aggregate of securities of the Company representing twenty percent (20%) or more
of the total
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combined voting power of the Company's then issued and outstanding securities by
any person or entity, or group of associated persons or entities acting in
concert, not affiliated (within the meaning of the Securities Act of 1933) with
the Company as of the date of this Agreement; or
(3) the shareholders of the Company approve any plan
or proposal for the liquidation or dissolution of the Company.
(ii) A change in the composition of the Board of Directors,
at any time during any consecutive twenty-four (24) month period such that the
"Continuity Directors" cease for any reason to constitute at least a two-thirds
(2/3) majority of the Board of Directors. For purposes of this clause (ii),
"Continuity Directors" means those members of the Board of Directors who
either:
(1) were directors at the beginning of such
consecutive twenty-four (24) month period; or
(2) were elected by, or on the nomination or
recommendation of, at least a two-thirds (2/3) majority of the then-existing
Board of Directors.
(b) "Expenses" means, for the purposes of this Agreement, all
direct and indirect costs of any type or nature whatsoever (including, without
limitation, any fees and disbursements of Indemnitee's counsel, accountants and
other experts and other out-of-pocket costs) actually and reasonably incurred by
the Indemnitee in connection with the investigation, preparation, defense or
appeal of a Proceeding; provided, however, that Expenses shall not include
judgments, fines, penalties or amounts paid in settlement of a Proceeding.
(c) "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, nor in the past five years has been, retained to represent: (i) the Company
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 hereunder.
Notwithstanding the foregoing, the term "Independent 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 Company
or Indemnitee in an action to determine Indemnitee's rights under this
Agreement.
(d) "Proceeding" means, for the purposes of this Agreement, any
threatened, pending or completed action or proceeding, whether civil, criminal,
administrative or investigative (including an action brought by or in the right
of the Company) in which Indemnitee may be or may have been involved as a party
or otherwise, by reason of the fact that Indemnitee is or was a director or
officer of the Company, by reason of any action taken by the Indemnitee or of
any inaction on the part of the Indemnitee while acting as such director or
officer or by reason of the fact that the Indemnitee is or was serving at the
request of the Company as a director, officer, employee or agent of another
foreign or domestic corporation, partnership, joint venture, trust or other
enterprise, or was a director or officer of the foreign or domestic corporation
which was a predecessor corporation to the Company or of another enterprise at
the request of such predecessor
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corporation, whether or not the Indemnitee is serving in such capacity at the
time any liability or expense is incurred for which indemnification or
reimbursement can be provided under this Agreement.
2. AGREEMENT TO SERVE. Indemnitee agrees to serve or continue to
serve as a director or officer of the Company to the best of the Indemnitee's
abilities at the will of the Company or under separate contract, if such
contract exists, for so long as Indemnitee is duly elected or appointed and
qualified or until such time as the Indemnitee tenders a resignation in writing.
Nothing contained in this Agreement is intended to create in Indemnitee any
right to continued employment.
3. INDEMNIFICATION.
(a) THIRD PARTY PROCEEDINGS. The Company shall indemnify
Indemnitee against Expenses, judgments, fines, penalties or amounts paid in
settlement (if the settlement is approved in advance by the Company) actually
and reasonably incurred by Indemnitee in connection with a Proceeding (other
than a Proceeding by or in the right of the Company) if Indemnitee acted in good
faith and in a manner Indemnitee reasonably believed to be in the best interests
of the Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe Indemnitee's conduct was unlawful. The termination
of any Proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption
that Indemnitee did not act in good faith and in a manner which Indemnitee
reasonably believed to be in the best interests of the Company, or, with respect
to any criminal Proceeding, had no reasonable cause to believe that Indemnitee's
conduct was unlawful.
(b) PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest
extent permitted by law, the Company shall indemnify Indemnitee against Expenses
and amounts paid in settlement, actually and reasonably incurred by Indemnitee
in connection with a Proceeding by or in the right of the Company to procure a
judgment in its favor if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in the best interests of the Company and
its shareholders. Notwithstanding the foregoing, no indemnification shall be
made in respect of any claim, issue or matter as to which Indemnitee shall have
been adjudged liable to the Company in the performance of Indemnitee's duty to
the Company and its shareholders unless and only to the extent that the court in
which such action or proceeding is or was pending shall determine upon
application that, in view of all the circumstances of the case, Indemnitee is
fairly and reasonably entitled to indemnity for expenses and then only to the
extent that the court shall determine.
(c) RELIANCE. For purposes of any determination of whether
Indemnitee acted in good faith, Indemnitee shall be deemed to have acted in good
faith if Indemnitee's action was based on the records or books of account of the
Company, including financial statements, or on information supplied to
Indemnitee by the officers of the Company in the course of their duties, or on
the advice of legal counsel for the Company or on information or records given
or reports made to the Company by an independent certified public accountant or
by
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an appraiser or other expert selected by the Company. The provisions of this
Section 3(c) shall not be deemed to be exclusive or to limit in any way the
other circumstances in which the Indemnitee may be deemed to have met the
applicable standard of conduct set forth in this Agreement. The knowledge or
actions, or failure to act, of any director, officer, agent or employee of the
Company shall not be imputed to Indemnitee for purposes of determining the right
to indemnification under this Agreement.
(d) SCOPE. Notwithstanding any other provision of this Agreement
but subject to Section 14(b), the Company shall indemnify the Indemnitee to the
fullest extent permitted by law, notwithstanding that such indemnification is
not specifically authorized by other provisions of this Agreement, the Company's
Articles of Incorporation, the Company's Bylaws or by statute.
4. LIMITATIONS ON INDEMNIFICATION. Any other provision herein to
the contrary notwithstanding, the Company shall not be obligated pursuant to the
terms of this Agreement:
(a) EXCLUDED ACTS. To indemnify Indemnitee for any acts or
omissions or transactions from which a director may not be relieved of liability
under Section 204 of the California General Corporation Law;
(b) EXCLUDED INDEMNIFICATION PAYMENTS. To indemnify or advance
Expenses in violation of any prohibition or limitation on indemnification under
the statutes, regulations or rules promulgated by any state or federal
regulatory agency having jurisdiction over the Company.
(c) CLAIMS INITIATED BY INDEMNITEE. To indemnify or advance
Expenses to Indemnitee with respect to Proceedings or claims initiated or
brought voluntarily by Indemnitee and not by way of defense, except with respect
to proceedings brought to establish or enforce a right to indemnification under
this Agreement or any other statute or law or otherwise as required under
Section 317 of the California General Corporation Law, but such indemnification
or advancement of Expenses may be provided by the Company in specific cases if
the Board of Directors has approved the initiation or bringing of such suit;
(d) LACK OF GOOD FAITH. To indemnify Indemnitee for any
Expenses incurred by the Indemnitee with respect to any proceeding instituted by
Indemnitee to enforce or interpret this Agreement, if a court of competent
jurisdiction determines that each of the material assertions made by the
Indemnitee in such proceeding was not made in good faith or was frivolous;
(e) INSURED CLAIMS. To indemnify Indemnitee for Expenses or
liabilities of any type whatsoever (including, but not limited to, judgments,
fines, ERISA excise taxes or penalties, and amounts paid in settlement) which
have been paid directly to or on behalf of Indemnitee by an insurance carrier
under a policy of directors' and officers' liability insurance
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maintained by the Company or any other policy of insurance maintained by the
Company or Indemnitee;
(f) CLAIMS UNDER SECTION 16(B). To indemnify Indemnitee for
Expenses and the payment of profits arising from the purchase and sale by
Indemnitee of securities in violation of Section 16(b) of the Securities
Exchange Act of 1934, as amended, or any similar successor statute.
5. DETERMINATION OF RIGHT TO INDEMNIFICATION.
(a) To obtain indemnification under this Agreement, Indemnitee
shall submit to the Company a written request therefor, including therein or
therewith such documentation and information as is reasonably available to
Indemnitee and is reasonably necessary to determine whether and to what extent
Indemnitee is entitled to indemnification. The Secretary of the Company shall
promptly advise the Board of Directors in writing that Indemnitee has requested
indemnification.
(b) Upon receipt of a written claim addressed to the Board of
Directors for indemnification pursuant to this Agreement, the Company shall
determine by any of the methods set forth in Section 317(e) of the California
General Corporation Law whether and to what extent Indemnitee is entitled to
indemnification; provided, however, that (i) unless otherwise expressly
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prohibited by law, such determination shall be made by Independent Counsel in a
written opinion to the Board of Directors, a copy of which opinion shall be
delivered to Indemnitee, and (ii) if such determination may not then be made by
Independent Counsel and a Change of Control has occurred, then prior to such
determination by any means other than by Independent Counsel, the Company shall
obtain a written opinion of Independent Counsel as to whether and to what extent
Indemnitee is entitled to indemnification, a copy of which opinion shall be
delivered to Indemnitee.
(c) If a claim to indemnification under this Agreement is not
paid in full by the Company within ninety (90) days after such written claim has
been received by the Company, the Indemnitee may at any time thereafter bring
suit against the Company to recover the unpaid amount of the claim and, unless
such action is dismissed by the court as frivolous or brought in bad faith, the
Indemnitee shall be entitled to be paid also the expense of prosecuting such
claim. The court in which such action is brought shall determine whether
Indemnitee or the Company shall have the burden of proof concerning whether
Indemnitee has or has not met the applicable standard of conduct.
(d) In the event the opinion of Independent Counsel is sought as
to the entitlement of Indemnitee, the Independent Counsel shall be selected,
paid and discharged in the following manner:
(i) If a Change of Control has not occurred, the
Independent Counsel shall be selected by the Board of Directors, and the Company
shall give written notice to Indemnitee advising Indemnitee of the identity of
the Independent Counsel so selected.
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(ii) If a Change of Control has occurred, the Independent
Counsel shall be selected by Indemnitee (unless Indemnitee shall request that
such selection be made by the Board of Directors, in which event clause (i) of
this section shall apply), and Indemnitee shall give written notice to the
Company advising it of the identity of the Independent Counsel so selected.
(iii) Following the initial selection described above,
Indemnitee or the Company, as the case may be, may, within seven (7) days after
such written notice of selection has been given, deliver to the other party a
written objection to such selection. Such objection may be asserted only on the
ground that the Independent Counsel so selected does not meet the requirements
of "Independent Counsel" as defined in Section 1 of this Agreement, and the
objection shall set forth with particularity the factual basis of such
assertion. Absent a proper and timely objection, the person so selected shall
act as Independent Counsel. If such written objection is made, the Independent
Counsel so selected may not serve as Independent Counsel unless and until a
court has determined that such objection is without merit.
(iv) Either the Company or Indemnitee may petition any court
of competent jurisdiction, if the parties have been unable to agree on the
selection of Independent Counsel within twenty (20) days after submission by
Indemnitee of a written request for indemnification. Such petition may request
a determination whether an objection to the party's selection is without merit
or seek the appointment as Independent Counsel of a person selected by the Court
or by such other person as the Court shall designate.
(v) The Company shall pay any and all reasonable fees and
expenses of Independent Counsel incurred by such Independent Counsel in
connection with acting pursuant to this Agreement, and the Company shall pay all
reasonable fees and expenses incident to the procedures of this Section 5
regardless of the manner in which such Independent Counsel was selected or
appointed.
6. ADVANCEMENT AND REPAYMENT OF EXPENSES.
Subject to Section 4 hereof, the Expenses incurred by Indemnitee
in defending and investigating any Proceeding shall be paid by the Company in
advance of the final disposition of such Proceeding within 30 days after
receiving from Indemnitee the copies of invoices presented to Indemnitee for
such Expenses, if Indemnitee shall provide an undertaking to the Company to
repay such amount to the extent it is ultimately determined that Indemnitee is
not entitled to indemnification. In determining whether or not to make an
advance hereunder, the ability of Indemnitee to repay shall not be a factor.
Notwithstanding the foregoing, in a proceeding brought by the Company directly,
in its own right (as distinguished from an action bought derivatively or by any
receiver or trustee), the Company shall not be required to make the advances
called for hereby if the Board of Directors determines, in its sole discretion,
that it does not appear that Indemnitee has met the standards of conduct which
make it permissible under applicable law to indemnify Indemnitee and the
advancement of Expenses would not be in the best interests of the Company and
its shareholders.
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7. PARTIAL INDEMNIFICATION. If the Indemnitee is entitled under any
provision of this Agreement to indemnification or advancement by the Company of
some or a portion of any Expenses or liabilities of any type whatsoever
(including, but not limited to, judgments, fines, penalties, and amounts paid in
settlement) incurred by the Indemnitee in the investigation, defense, settlement
or appeal of a Proceeding, but is not entitled to indemnification or advancement
of the total amount thereof, the Company shall nevertheless indemnify or pay
advancements to the Indemnitee for the portion of such Expenses or liabilities
to which the Indemnitee is entitled.
8. NOTICE TO COMPANY BY INDEMNITEE. Indemnitee shall notify the
Company in writing of any matter with respect to which Indemnitee intends to
seek indemnification hereunder as soon as reasonably practicable following the
receipt by Indemnitee of written notice thereof; provided, however, that any
delay in so notifying the Company shall not constitute a waiver by Indemnitee of
her rights hereunder. The written notification to the Company shall be
addressed to the Board of Directors and shall include a description of the
nature of the Proceeding and the facts underlying the Proceeding and be
accompanied by copies of any documents filed with the court in which the
Proceeding is pending. In addition, Indemnitee shall give the Company such
information and cooperation as it may reasonably require and as shall be within
Indemnitee's power.
9. MAINTENANCE OF LIABILITY INSURANCE.
(a) Subject to Section 4 hereof, the Company hereby agrees that
so long as Indemnitee shall continue to serve as a director or officer of the
Company and thereafter so long as Indemnitee shall be subject to any possible
Proceeding, the Company, subject to Section 9(b), shall use reasonable
commercial efforts to obtain and maintain in full force and effect directors'
and officers' liability insurance ("D&O Insurance") which provides Indemnitee
the same rights and benefits as are accorded to the most favorably insured of
the Company's directors, if Indemnitee is a director; or of the Company's
officers, if Indemnitee is not a director of the Company but is an officer.
(b) Notwithstanding the foregoing, the Company shall have no
obligation to obtain or maintain D&O Insurance if the Company determines in good
faith that such insurance is not reasonably available, the premium costs for
such insurance are disproportionate to the amount of coverage provided, the
coverage provided by such insurance is limited by exclusions so as to provide an
insufficient benefit, or the Indemnitee is covered by similar insurance
maintained by a subsidiary or parent of the Company.
(c) If, at the time of the receipt of a notice of a claim
pursuant to Section 8 hereof, the Company has D&O Insurance in effect, the
Company shall give prompt notice of the commencement of such Proceeding to the
insurers in accordance with the procedures set forth in the respective policies.
The Company shall thereafter take all necessary or desirable action to cause
such insurers to pay, on behalf of the Indemnitee, all amounts payable as a
result of such Proceeding in accordance with the terms of such policies.
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10. DEFENSE OF CLAIM. In the event that the Company shall be
obligated under Section 6 hereof to pay the Expenses of any Proceeding against
Indemnitee, the Company, if appropriate, shall be entitled to assume the defense
of such Proceeding, with counsel approved by Indemnitee, which approval shall
not be unreasonably withheld, upon the delivery to Indemnitee of written notice
of its election to do so. After delivery of such notice, approval of such
counsel by Indemnitee and the retention of such counsel by the Company, the
Company will not be liable to Indemnitee under this Agreement for any fees of
counsel subsequently incurred by Indemnitee with respect to the same Proceeding,
provided that (i) Indemnitee shall have the right to employ counsel in any such
Proceeding at Indemnitee's expense; and (ii) if (A) the employment of counsel by
Indemnitee has been previously authorized by the Company, or (B) Indemnitee
shall have reasonably concluded that there may be a conflict of interest between
the Company and the Indemnitee in the conduct of such defense or (C) the Company
shall not, in fact, have employed counsel to assume the defense of such
Proceeding, then the fees and expenses of Indemnitee's counsel shall be at the
expense of the Company.
11. ATTORNEYS' FEES. In the event that Indemnitee or the Company
institutes an action to enforce or interpret any terms of this Agreement, the
Company shall reimburse Indemnitee for all of the Indemnitee's reasonable fees
and expenses in bringing and pursuing such action or defense, unless as part of
such action or defense, a court of competent jurisdiction deter mines that the
material assertions made by Indemnitee as a basis for such action or defense
were not made in good faith or were frivolous.
12. CONTINUATION OF OBLIGATIONS. All agreements and obligations of
the Company contained herein shall continue during the period the Indemnitee is
a director or officer of the Company, or is or was serving at the request of the
Company as a director, officer, fiduciary, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, and shall
continue thereafter so long as the Indemnitee shall be subject to any possible
proceeding by reason of the fact that Indemnitee served in any capacity referred
to herein.
13. SUCCESSORS AND ASSIGNS. This Agreement establishes contract
rights that shall be binding upon, and shall inure to the benefit of, the
successors, assigns, heirs and legal representatives of the parties hereto.
14. NON-EXCLUSIVITY.
(a) The provisions for indemnification and advancement of
expenses set forth in this Agreement shall not be deemed to be exclusive of any
other rights that the Indemnitee may have under any provision of law, the
Company's Articles of Incorporation or Bylaws, the vote of the Company's
shareholders or disinterested directors, other agreements or otherwise, both as
to action in Indemnitee's official capacity and action in another capacity while
occupying Indemnitee's position as a director or officer of the Company.
(b) In the event of any changes, after the date of this
Agreement, in any applicable law, statute, or rule which expand the right of a
California corporation to indemnify its officers and directors, Indemnitee's
rights and the Company's obligations under this Agreement
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shall be expanded to the full extent permitted by such changes. In the event of
any changes in any applicable law, statute or rule, which narrow the right of a
California corporation to indemnify a director or officer, such changes, to the
extent not otherwise required by such law, statute or rule to be applied to this
Agreement, shall have no effect on this Agreement or the parties' rights and
obligations hereunder.
15. EFFECTIVENESS OF AGREEMENT. To the extent that the
indemnification permitted under the terms of certain provisions of this
Agreement exceeds the scope of the indemnification provided for in the
California General Corporation Law, such provisions shall not be effective
unless and until the Company's Articles of Incorporation authorize such
additional rights of indemnification. In all other respects, the balance of this
Agreement shall be effective as of the date set forth on the first page and may
apply to acts of omissions of Indemnitee which occurred prior to such date if
Indemnitee was an officer, director, employee or other agent of the Company, or
was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, at the time such act or omission occurred.
16. SEVERABILITY. Nothing in this Agreement is intended to require
or shall be construed as requiring the Company to do or fail to do any act in
violation of applicable law. The Company's inability, pursuant to court order,
to perform its obligations under this Agreement shall not constitute a breach of
this Agreement. The provisions of this Agreement shall be severable as provided
in this Section 16. If this Agreement or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Company shall nevertheless indemnify Indemnitee to the full extent permitted by
any applicable portion of this Agreement that shall not have been invalidated,
and the balance of this Agreement not so invalidated shall be enforceable in
accordance with its terms.
17. GOVERNING LAW. This Agreement shall be interpreted and enforced
in accordance with the laws of the State of California. To the extent permitted
by applicable law, the parties hereby waive any provisions of law which render
any provision of this Agreement unenforceable in any respect.
18. NOTICE. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed duly given (i) if
delivered by hand and receipted for by the party addressee or (ii) if mailed by
certified or registered mail with postage prepaid, on the third business day
after the mailing date. Addresses for notice to either party are as shown on
the signature page of this Agreement, or as subsequently modified by written
notice.
19. MUTUAL ACKNOWLEDGMENT. Both the Company and Indemnitee
acknowledge that in certain instances, federal law or applicable public policy
may prohibit the Company from indemnifying its directors and officers under this
Agreement or otherwise. Indemnitee understands and acknowledges that the Company
has undertaken or may be required in the future to undertake with the
appropriate state or federal regulatory agency to submit for approval any
request for indemnification, and has undertaken or may be required in the future
to undertake with the Securities and Exchange Commission to submit the question
of indemnification
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to a court in certain circumstances for a determination of the Company's right
under public policy to indemnify Indemnitee.
20. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original.
21. AMENDMENT AND TERMINATION. No amendment, modification,
termination or cancellation of this Agreement shall be effective unless in
writing signed by both parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year set forth above.
TARRANT APPAREL GROUP
By_______________________________
Authorized Representative
0000 Xxxx Xxxxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
INDEMNITEE:
________________________________
Name:
Address:
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