Exhibit 10.14
INDEMNITY AGREEMENT
THIS AGREEMENT made this 14 day of February, 1995, between Tuboscope Vetco
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International Corporation, a Delaware corporation ("Company"), and _____________
________________________________ ("Indemnitee").
WHEREAS. the Company and Indemnitee desires that Indemnitee serve or continue to
serve as a director and/or officer of the company; and
WHEREAS, the Company desires and intends hereby to provide indemnification
(including advancement of expenses) against any and all liabilities asserted
against Indemnitee to the fullest extent permitted by the General Corporation
Law of the State of Delaware, as it presently exists and as it may from time to
time be expanded.
NOW THEREFORE,
WITNESSETH:
THAT for and in consideration of the premises and the covenants contained
herein, the Company and Indemnitee do hereby covenant and agree as follows:
1. Continued Service. Indemnitee will serve or continue to serve, at the
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will of the Company or under separate contract, if such exists, as a director
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and/or officer so long as he is duly elected and qualified in accordance with
the Bylaws of the Company or until he tenders his resignation. If Indemnitee is
an employee of the Company, nothing herein shall change such employee's status
as an employee at will.
2. Definitions. For purposes of this Agreement, the following definitions
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apply herein:
(a) The term "Proceeding* shall include any threatened, pending or
completed action, suit or proceeding, whether brought in the name of the Company
or otherwise and whether of civil, criminal, administrative or investigative
nature including, but not limited to, actions, suits, or proceedings brought
under or predicated upon the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, or their respective state counterparts or any
rule or regulation promulgated thereunder, in which Indemnitee may be or may
have been involved as a party or otherwise, by reason of any action taken by him
or any inaction on his part while acting as a director, officer, employee or
agent of the Company at any time, including prior to the date of this Agreement,
or by reason of the fact that he is 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 any time, including prior to the
date of this Agreement, whether or not he 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.
(b) The term "Expenses-includes, without limitation, expenses of
investigation, judicial or administrative proceedings or appeals, amounts paid
in settlement by or on behalf of or appeals, amounts paid in settlement by or on
behalf of Indemnitee, attorneys' fees and disbursements and any expenses of
establishing a right to indemnification under Section 4 of this Agreement. but
shall not include the amount of judgments, fines or penalties actually levied
against Indemnitee.
(c) References to "other enterprises" shall include the Employee Stock
Ownership Plan and related trust, the Administrative Committee with respect to
such Plan mid trust, other employee benefit plans, and civil, non-profit or
charitable organizations, whether or not incorporated;
(d) References to "fines" shall include, without limitation, any
excite taxes assessed on Indemnitee with respect to any employee benefit plan;
(e) References to "serving at the request of the Company" shall
include any service at the request or with the express or implied authorization
of the Company, as a director, officer, employee or agent of the Company which
imposes duties on, or involves services by, Indemnitee with respect to a
corporation, partnership, joint venture, trust or other enterprise, its
participants or beneficiaries; and if Indemnitee acted in good faith and In a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of such other enterprises, he shall be deemed to have acted in a
manner "not opposed to the best interest of the Company" as referred to in this
Agreement; and
(f) References to a "change of control" shall include any change in
the ownership of a majority of the capital stock of the Company or in the
composition of a majority of the members of the board of directors of the
Company.
3. Indemnification. The Company shall indemnify Indemnitee as follows:
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(a) The Company shall indemnify Indemnitee when he is a party or is
threatened to be made a party to or otherwise involved in any Proceeding (other
than a Proceeding by or in the right of the Company to procure a judgment in its
favor) by reason of the fact that he is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, Mist or other enterprise, against all Expenses, judgments, fines,
penalties and amounts paid in Settlements actually and reasonably incurred by
him or on his behalf In connection with such Proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of such 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 failed to act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal Proceeding, had reasonable cause to
believe that his conduct was unlawful.
(b) The Company shall indemnify Indemnitee when he is a party or is
threatened to be made a party to or otherwise Involved in any proceeding brought
by or in the right of the Company to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, employee or agent of the
Company, or is 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 against all Expenses, judgments, fines and penalties,
actually and reasonably incurred by him or on his behalf in connection with the
defense or settlement of such Proceeding if he acted in good faith and in a
manner which
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he reasonably believed to be in or not opposed to the best interests of
the Company, and except that no indemnification pursuant to this Agreement shall
be made in respect of any claim, issue or matter as to which Indemnitee shall
have been adjudged to be liable to the Company unless and only to the extent
that the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of die case, Indemnitee is fairly and
reasonably entitled to indemnification for such expenses which the Court of
Chancery or such other court shall deem proper.
(c) Notwithstanding any other provisions of this Agreement, to the
extent that Indemnitee hits been successful on the merits or otherwise, in
defense of any Proceeding or in defense of any claim, issue or matter therein,
including the dismissal of an action with prejudice, Indemnitee shall be
indemnified against all Expenses incurred in connection therewith.
(d) Any indemnification under paragraphs (a) and (b) of this Section 3
(unless ordered by a court) shall be made by the Company only as authorized in
the specific cast upon a determination (in accordance with Section 4 hereof)
that indemnification of Indemnitee is proper in the circumstances because, he
has met the applicable standard of conduct set forth in paragraphs (a) and (b)
of this Section 3. Such determination shall be made (i) by the board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such Proceeding or (ii) if such quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the stockholders.
(a) Expenses incurred by Indemnitee In defending a Proceeding shall be
paid by the Company in advance of the final disposition of such Proceeding as
authorized (in accordance with Section 5 hereof) by the board of directors in
the specific case upon receipt of an undertaking by or on behalf of Indemnitee
to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Company under this Agreement or otherwise.
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(f) The right to indemnification and advancement of Expenses provided
by this Agreement shall not be deemed exclusive of any other rights to which
Indemnitee may be entitled under any statute, bylaw, insurance policy.
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in this official capacity and as to action in another capacity while
holding such office, and shall continue after Indemnitee has ceased to be a
director, officer, employee or agent and shall inure to the benefit of his
heirs, executors and administrators.
4. Determination of Right to Indemnification. For purposes of making the
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determination in a specific case under paragraph (d) of Section 3 hereof whether
to make indemnification, the board of directors, independent legal counsel or
stockholders, as the case may be, shall make such determination in accordance
with the following procedure:
(a) Indemnitee may submit to the board of directors a sworn statement
of request for indemnification substantially in the form of Exhibit A attached
hereto and made a part hereof ("Indemnification Statement") averring that he has
met the applicable standard of conduct set forth in paragraphs (a) and (b) of
Section 3 hereof, or that he is otherwise entitled to indemnification under
paragraph (c) of Section 3 hereof; and
(b) Submission of the Indemnification Statement to the board of
directors requesting indemnification pursuant to paragraphs (a) or (b) of
Section 3 hereof shall create a rebuttable presumption that Indemnitee is
entitled to indemnification under this Agreement, and the board of directors,
independent legal counsel or stockholders, as the case may be, shall within
thirty (30) days after submission of the Indemnification Statement specifically
determine that Indemnitee is so entitled, unless it or they shall possess clear
and convincing evidence to rebut the presumption that Indemnitee has met the
applicable standard of conduct set forth in paragraph (a) or (b) of Section 3
hereof, which evidence shall be disclosed to Indemnitee with particularity in a
sworn written statement. signed by all persons who participated in the
determination and voted to deny indemnification.
(c) Upon submission of the Indemnification Statement to the board of
directors requesting indemnification pursuant to paragraph (c) of Section 3
hereof, Indemnitee shall be entitled to receive indemnification under this
Agreement provided that all information contained in the Indemnification
Statement is accurate and correct.
5. Authorization of Advancement of Expenses. For purposes of determining
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whether to authorize advancement of Expenses in a specific case pursuant to
paragraph (e) of Section 3 hereof, the board of directors shall make such
determination in accordance with the following procedure:
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(a) Indemnitee may submit to the board of directors a sworn statement
Of request for advancement of Expenses substantially in the form of Exhibit B
attached hereto and made a part hereof ("Undertaking"), averring that (i) he has
reasonably incurred or will reasonably incur actual Expenses in defending a
civil or criminal Proceeding, and (ii) he undertakes to repay such amount unless
it shall ultimately be determined that he is entitled to be indemnified by the
Company under this Agreement or otherwise;
(b) Upon receipt of the Undertaking, the board of directors shall
within fourteen (14) days authorize immediate payment of the Expenses stated in
the Undertaking.
6. Merger Consolidation or Change in Control. In the event that the
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Company shall be a constituent corporation in a consolidation or merger, whether
the Company is the resulting or surviving corporation or is absorbed, or if
there is a change in control of the Company as defined in Section 2 hereof,
Indemnitee shall stand in the same position under this Agreement with respect to
the resulting, surviving or changed corporation as he would have with respect to
the Company if its separate existence had continued or if there had been no
change in the control of the Company.
7. Partial Indemnification. If Indemnitee is entitled under any provision
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of this Agreement to indemnification by the Company for some or a portion of the
Expenses, judgments, fines or penalties actually and reasonably incurred by him
in the investigation, defense, appeal or settlement of any Proceeding but not,
however, for the total amount thereof, the Company shall nevertheless indemnify
Indemnitee for the portion of such Expenses, judgments, fines or penalties to
which Indemnitee is entitled.
8. Attorneys' Fees. In the event that Indemnitee institutes any legal
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action to enforce his rights under, or to recover damages for breach of this
Agreement. Indemnitee, if he prevails in whole or in part, shall be entitled to
recover from the Company all attorneys' fees and disbursements incurred by him.
9. Severability. If any provision of this Agreement or the application of
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any provision hereof to any person or circumstances is held invalid, the
remainder of this Agreement and the application of such provision to other
persons or circumstances shall not be affected.
10. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of Delaware without regard to Its conflict
of laws -rules.
11. Modifications Survival. This Agreement contains the entire agreement
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of the parties relating to the subject matter hereof. "is Agreement may be
modified only by an instrument in writing signed by both parties hereto. The
provisions of this Agreement shall survive the termination of Indemnitee's
service as a director and/or officer of the Company.
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12. Deposit of Funds In Trust. In the event that the Company decides to
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voluntarily dissolve or to file a voluntary petition for relief under applicable
bankruptcy, moratorium or similar laws, then not later than ten (10) days prior
to such dissolution or filing, the Company shall deposit in trust for the
exclusive benefit of Indemnitee a cash amount equal to all amounts previously
authorized to be paid to Indemnitee hereunder, such amounts to be used to
discharge the Company's obligations to Indemnitee hereunder. Any amounts in
such trust not required for such purpose shall be returned to the Company. This
Section 12 shall not apply to dissolution of the Company in connection with a
transaction as to which Section 5 hereof applies.
13. Gender. Whenever the context requires, the gender of all words used
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herein shall include the masculine, feminine and neuter.
14. Amendments to the Delaware General Corporation Law. This Indemnity
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Agreement is intended to provide indemnity to the Indemnitee to the fullest
extent allowed under Delaware law. Accordingly, to the extent permitted by law,
in the event that the General Corporation Law of Delaware permits greater
indemnity than the indemnity set forth herein, or if any amendment is made to
the General Corporation Law of Delaware expanding the indemnity permissible
under law, the indemnity obligations contained herein shall automatically be
expanded, without the necessity of action on the part of any party, to the
extent necessary to provide to the Indemnitee the fullest indemnity permissible
under law.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement and set
their seals as of the date first above written.
TUBOSCOPE VETCO INTERNATIONAL
CORPORATION
Attest: By:
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Name:
(Corporate Seal)
Title:
INDEMNITEE
/s/
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EXHIBIT "A"
Form of Indemnification Statement
In connection with my recent request for indemnification pursuant to that
certain Indemnity Agreement dated, by and between Tuboscope Vetco International
Corporation a Delaware corporation, and myself, I hereby swear that I have met
the applicable standard of conduct set forth in Paragraphs (a), (b) and (c) of
Section 3 of such Indemnity Agreement.
Signature: ----------------------
Printed Name:
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SWORN to before me on this __ day of __________ ,199_.
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Notary Public In and for the
State of
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Name:
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My Commission Expires:
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EXHIBIT "B"
Form of Undertaking to Repay Expenses
In connection with my request for indemnification pursuant to that certain
Indemnity Agreement dated _____________, by and between Tuboscope Vetco
International Corporation, a Delaware corporation, and myself. I hereby swear
that (i) I have reasonably incurred or will reasonably incur actual Expenses in
defending a civil or criminal Proceeding, and (ii) I will repay such Expenses
unless it is ultimately determined that I am not entitled to be indemnified by
Tuboscope Vetco International Corporation under such Indemnity Agreement or
otherwise.
SWORN to before me on this __ day of __________, 199_.
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Notary Public in and for the
State of
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Name:
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My Commission Expires:
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