INDEMNIFICATION AGREEMENT
EXHIBIT
10.24
THIS
INDEMNIFICATION AGREEMENT is made and entered into this ___ day of February
2004, (the “Agreement”), by and between Voxware, Inc., a Delaware corporation
(the “Company,” which term shall include, where appropriate, any Entity (as
hereinafter defined) controlled directly or indirectly by the Company), and
Xxxxxx X. Xxxxx, Xx. (the “Indemnitee”):
WHEREAS,
the Company desires Indemnitee to be its President and Chief Executive Officer
and a director of the Company;
WHEREAS,
applicable state and federal rules and regulations and increased corporate and
securities litigation have subjected public company chief executive officers and
directors to litigation risks and expenses, and the limitations on the
availability of directors and officers liability insurance have made it
increasingly difficult for the Company to attract and retain such
persons;
WHEREAS,
the Company’s Amended and Restated Certificate of Incorporation (the
“Certificate of Incorporation”) require it to indemnify its officers
and directors, subject to reservation of right to amend or repeal any provision
of the Certificate of Incorporation, and permit it to make other indemnification
arrangements and agreements;
WHEREAS,
the Company desires to provide Indemnitee with specific contractual assurance of
Indemnitee’s rights to full indemnification against litigation risks and
expenses (regardless, among other things, of any amendment to or revocation of
the Certificate of Incorporation or any change in the ownership of the Company
or the composition of its Board of Directors) and absolute indemnification with
respect to events occurring prior to his commencement of employment on January
5, 2004;
WHEREAS,
the Company intends that this Agreement provide Indemnitee with greater
protection than that which is provided by the Company’s Certificate of
Incorporation; and
WHEREAS,
Indemnitee is relying upon the rights afforded under this Agreement in becoming
and remaining as an officer and director of the Company.
NOW,
THEREFORE, in consideration of the promises and the covenants contained herein,
the Company and Indemnitee do hereby covenant and agree as follows:
1.
Definitions.
(a)
“Corporate
Status” describes the status of a person who is serving or has served
(i) as an officer or director of the Company, (ii) in
any capacity with respect to any employee benefit plan of the Company, or
(iii) as a director, partner, trustee, officer, employee, or agent of any
other Entity at the request of the Company. For purposes of subsection (iii) of
this Section 1(a), if Indemnitee is
serving or has served as a director, partner, trustee, officer, employee or
agent of a Subsidiary, Indemnitee shall be deemed to be serving at the request
of the Company.
(b)
“Entity”
shall mean any corporation, partnership, limited liability company, joint
venture, trust, foundation, association, organization or other legal
entity.
(c)
“Expenses”
shall mean all fees, costs and expenses incurred by Indemnitee in connection
with any Proceeding (as defined below), including, without limitation,
attorneys’ fees, disbursements and retainers (including, without limitation, any
such fees, disbursements and retainers incurred by Indemnitee pursuant to
Sections 10 and 11(c) of this Agreement), fees and disbursements of expert
witnesses, private investigators and professional advisors (including, without
limitation, accountants and investment bankers), court costs, transcript costs,
fees of experts, travel expenses, duplicating, printing and binding costs,
telephone and fax transmission charges, postage, delivery services, secretarial
services, and other disbursements and expenses.
(d)
“Indemnifiable
Expenses,”“Indemnifiable Liabilities” and “Indemnifiable Amounts” shall have the
meanings ascribed to those terms in Section 3(a) below.
(e)
“Liabilities”
shall mean judgments, damages, liabilities, losses, penalties, excise taxes,
fines and amounts paid in settlement.
(f)
“Prior
Event” shall mean any claim, threatened claim or facts giving rise to a future
claim that was present as of January 5, 2004 and shall include without
limitation certification by Indemnitee of any financial statements that includes
periods ending on or prior to December 31, 2003.
(g)
“Proceeding”
shall mean any threatened, pending or completed claim, action, suit,
arbitration, alternate dispute resolution process, investigation, administrative
hearing, appeal, or any other proceeding, whether civil, criminal,
administrative, arbitrative or investigative, whether formal or informal,
including a proceeding initiated by Indemnitee pursuant to Section 10 of
this Agreement to enforce Indemnitee’s rights hereunder.
(h)
“Subsidiary”
shall mean any corporation, partnership, limited liability company, joint
venture, trust or other Entity of which the Company owns (either directly or
through or together with another Subsidiary of the Company) either (i) a general
partner, managing member or other similar interest or (ii) (A) 50% or more of
the voting power of the voting capital equity interests of such corporation,
partnership, limited liability company, joint venture or other Entity, or (B)
50% or more of the outstanding voting capital stock or other voting equity
interests of such corporation, partnership, limited liability company, joint
venture or other Entity.
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2.
Services
of Indemnitee. In
consideration of the Company’s covenants and commitments hereunder, Indemnitee
agrees to serve or continue to serve as an officer and director of the Company.
However, this Agreement shall not impose any obligation on Indemnitee or the
Company to continue Indemnitee’s service to the Company beyond any period
otherwise required by law or by other agreements or commitments of the parties,
if any.
3.
Agreement
to Indemnify. The
Company agrees to indemnify Indemnitee as follows:
(a)
Proceedings
Other Than By or In the Right of the Company. Subject
to the exceptions contained in Section 4(a) below, if Indemnitee was or is a
party or is threatened to be made a party to any Proceeding (other than an
action by or in the right of the Company) by reason of Indemnitee’s Corporate
Status or in any way relating to a Prior Event, Indemnitee shall be indemnified
by the Company against all Expenses and Liabilities incurred or paid by
Indemnitee in connection with such Proceeding (referred to herein as
“Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and
collectively as “Indemnifiable Amounts”).
(b)
Proceedings
By or In the Right of the Company. Subject
to the exceptions contained in Section 4(b) below, if Indemnitee was or is a
party or is threatened to be made a party to any Proceeding by or in the right
of the Company by reason of Indemnitee’s Corporate Status, Indemnitee shall be
indemnified by the Company against all Indemnifiable Expenses.
(c)
Conclusive
Presumption Regarding Standard of Care. In
making any determination required to be made under Delaware law or other law
with respect to entitlement to indemnification hereunder, the person, persons or
entity making such determination shall presume that Indemnitee is entitled to
indemnification under this Agreement if Indemnitee submitted a request therefor
in accordance with Section 5 of this Agreement, and the Company shall have the
burden of proof to overcome that presumption in connection with the making by
any person, persons or entity of any determination contrary to that
presumption.
4.
Exceptions
to Indemnification.
Indemnitee shall be entitled to indemnification under Sections 3(a) and
3(b) above in all circumstances other than with respect to any specific claim,
issue or matter involved in the Proceeding out of which Indemnitee’s claim for
indemnification has arisen, as follows:
(a)
Proceedings
Other Than By or In the Right of the Company. If
indemnification is requested under Section 3(a) and it has been finally
adjudicated by a court of competent jurisdiction that, in connection with such
specific claim, issue or matter, Indemnitee failed to act (i) in good faith and
(ii) in a manner Indemnitee reasonably believed to be in or not opposed to the
best interests of the Company, or, with respect to any criminal action or
proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct
was unlawful, Indemnitee shall not be entitled to payment of Indemnifiable
Amounts hereunder.
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(b)
Proceedings
By or In the Right of the Company. If
indemnification is requested under Section 3(b) and
(i)
it has
been finally adjudicated by a court of competent jurisdiction that, in
connection with such specific claim, issue or matter, Indemnitee failed to act
(A) in good faith and (B) in a manner Indemnitee reasonably believed to be in or
not opposed to the best interests of the Company, Indemnitee shall not be
entitled to payment of Indemnifiable Expenses hereunder; or
(ii)
it has
been finally adjudicated by a court of competent jurisdiction that Indemnitee is
liable to the Company with respect to such specific claim, no Indemnifiable
Expenses shall be paid with respect to such claim, issue or matter unless a
court of competent jurisdiction in which such Proceeding was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnification for such Indemnifiable Expenses which such court
shall deem proper; or
(iii)
it has
been finally adjudicated by a court of competent jurisdiction that Indemnitee is
liable to the Company for an accounting of profits made from the purchase or
sale by the Indemnitee of securities of the Company pursuant to the provisions
of Section 16(b) of the Securities Exchange Act of 1934, the rules and
regulations promulgated thereunder and amendments thereto or similar provisions
of any federal, state or local statutory law.
(c)
Insurance
Proceeds. To the
extent payment is actually made to the Indemnitee under a valid and collectible
insurance policy in respect of Indemnifiable Amounts or Indemnifiable Expenses
in connection with such specific claim, issue or matter, Indemnitee shall not be
entitled to payment of Indemnifiable Amounts or Indemnifiable Expenses, as the
case may be, hereunder except in respect of any excess beyond the amount of
payment under such insurance. In the event the Company makes any payments of
Indemnifiable Amounts or Indemnifiable Expenses to the Indemnitee and the
Indemnitee is subsequently reimbursed from the proceeds of insurance, the
Indemnitee shall promptly refund such of Indemnifiable Amounts or Indemnifiable
Expenses to the Corporation to the extent of such insurance
reimbursement.
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5.
Request
for Payment of Indemnifiable Liabilities.
Indemnitee shall submit to the Company a written request specifying the
Indemnifiable Liabilities for which Indemnitee seeks payment under
Section 3 of this Agreement and such documentation and information as are
reasonably available to Indemnitee and necessary to establish that Indemnitee is
entitled to indemnification hereunder.
6.
Indemnification
for Expenses of a Party Who is Wholly or Partly Successful.
Notwithstanding
any other provision of this Agreement, and without limiting any such provision,
to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a
party to and is successful, on the merits or otherwise, in any Proceeding,
Indemnitee shall be indemnified against all Expenses reasonably incurred by
Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is
not wholly successful in such Proceeding but is successful, on the merits or
otherwise, as to one or more but less than all claims, issues or matters in such
Proceeding, the Company shall indemnify Indemnitee against all Expenses
reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with
each successfully resolved claim, issue or matter. For purposes of this
Agreement, the termination of any claim, issue or matter in such a Proceeding by
dismissal, with or without prejudice, by reason of settlement, judgment, order
or otherwise, shall be deemed to be a successful result as to such claim, issue
or matter.
7.
Effect
of Certain Resolutions. Neither
the settlement or termination of any Proceeding nor the failure of the Company
to award indemnification or to determine that indemnification is payable shall
create a presumption that Indemnitee is not entitled to indemnification
hereunder. In addition, the termination of any proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent
shall not create a presumption that Indemnitee did not act in good faith and in
a manner which Indemnitee reasonably believed to be in or not opposed to the
best interests of the Company or, with respect to any criminal action or
proceeding, had reasonable cause to believe that Indemnitee’s action was
unlawful.
8.
Agreement
to Advance Expenses; Undertaking. The
Company shall advance all Expenses incurred by or on behalf of Indemnitee in
connection with any Proceeding, including a Proceeding by or in the right of the
Company, in which Indemnitee is involved by reason of such Indemnitee’s
Corporate Status or in any way relating to a Prior Event within ten (10)
calendar days after the receipt by the Company of a written statement from
Indemnitee requesting such advance or advances from time to time, whether prior
to or after final disposition of such Proceeding. To the extent required by
Delaware law, Indemnitee hereby undertakes to repay any and all of the amount of
Indemnifiable Expenses paid to Indemnitee if it is finally determined by a court
of competent jurisdiction that Indemnitee is not entitled under this Agreement
to indemnification with respect to such Expenses. This undertaking is an
unlimited general obligation of Indemnitee.
9.
Request
for Payment of Indemnifiable Expenses.
Indemnitee shall submit to the Company a written request specifying the
Indemnifiable Expenses for which Indemnitee seeks an advancement under Section 8
of this Agreement, together with documentation evidencing that Indemnitee has
incurred such Indemnifiable Expenses.
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10.
Procedure
for Payment of Indemnifiable Amounts. Any
indemnification of Indemnifiable Liabilities or advancement of Indemnifiable
Expenses shall be made promptly, and in any event within 45 days after receipt
by the Company of the written request of the Indemnitee pursuant to either
Sections 5 or 9 hereof, unless with respect to requests under Sections 3 or 8
hereof, the Company determines within such 45-day period that the Indemnitee did
not meet the applicable standard of conduct set forth in Section 4 hereof. Such
determination, and any determination that advanced Indemnifiable Expenses must
be repaid to the Company, shall be made in each instance (a) by a majority
vote of the directors of the Company consisting of persons who are not at that
time parties to the Proceeding (“disinterested directors”), whether or not a
quorum, (b) by a committee of disinterested directors designated by a
majority vote of disinterested directors, whether or not a quorum, (c) if
there are no disinterested directors, or if the disinterested directors so
direct, by independent legal counsel (who may, to the extent permitted by
applicable law, be regular legal counsel to the Company) in a written opinion,
or (d) by the stockholders of the Company.
11.
Remedies
of Indemnitee.
(a)
Right
to Petition Court. In the
event that Indemnitee makes a request for payment of Indemnifiable Amounts under
Sections 3 and 5 above or a request for an advancement of Indemnifiable
Expenses under Sections 8 and 9 above and the Company fails to make such
payment or advancement in a timely manner pursuant to the terms of this
Agreement, Indemnitee may petition the court of competent jurisdiction to
enforce the Company’s obligations under this Agreement.
(b)
Burden
of Proof. In any
judicial proceeding brought under Section 10(a) above, the Company shall
have the burden of proving that Indemnitee is not entitled to payment of
Indemnifiable Amounts hereunder.
(c)
Expenses. The
Company agrees to reimburse Indemnitee in full for any Expenses incurred by
Indemnitee in connection with investigating, preparing for, litigating,
defending or settling any action brought by Indemnitee under Section 10(a)
above, or in connection with any claim or counterclaim brought by the Company in
connection therewith, whether or not Indemnitee is successful in whole or in
part in connection with any such action.
(d)
Failure
to Act Not a Defense. The
failure of the Company (including its Board of Directors or any committee
thereof, independent legal counsel, or stockholders) to make a determination
concerning the permissibility of the payment of Indemnifiable Amounts or the
advancement of Indemnifiable Expenses under this Agreement shall not be a
defense in any action brought under Section 10(a) above, and shall not
create a presumption that such payment or advancement is not
permissible.
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12.
Defense
of the Underlying Proceeding.
(a)
Notice
by Indemnitee.
Indemnitee agrees to notify the Company promptly upon being served with any
summons, citation, subpoena, complaint, indictment, information, or other
document relating to any Proceeding which may result in the payment of
Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder;
provided, however, that the failure to give any such notice shall not disqualify
Indemnitee from the right, or otherwise affect in any manner any right of
Indemnitee, to receive payments of Indemnifiable Amounts or advancements of
Indemnifiable Expenses unless the Company’s ability to defend in such Proceeding
is materially and adversely prejudiced thereby.
(b)
Defense
by Company. Subject
to the provisions of the last sentence of this Section 11(b) and of Section
11(c) below, the Company shall have the right to defend Indemnitee in any
Proceeding which may give rise to the payment of Indemnifiable Amounts
hereunder; provided, however that the Company shall notify Indemnitee of any
such decision to defend within ten (10) calendar days of receipt of notice of
any such Proceeding under Section 11(a) above. The Company shall not, without
the prior written consent of Indemnitee, consent to the entry of any judgment
against Indemnitee or enter into any settlement or compromise which (i) includes
an admission of fault of Indemnitee or (ii) does not include, as an
unconditional term thereof, the full release of Indemnitee from all liability in
respect of such Proceeding, which release shall be in form and substance
reasonably satisfactory to Indemnitee. This Section 11(b) shall not apply to a
Proceeding brought by Indemnitee under Section 10(a) above or pursuant to
Section 19 below.
(c)
Indemnitee’s
Right to Counsel.
Notwithstanding the provisions of Section 11(b) above, if in a Proceeding to
which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i)
Indemnitee reasonably concludes that he or she may have separate defenses or
counterclaims to assert with respect to any issue which may not be consistent
with the position of other defendants in such Proceeding, (ii) a conflict of
interest or potential conflict of interest exists between Indemnitee and the
Company, or if the Company fails to assume the defense of such proceeding in a
timely manner, Indemnitee shall be entitled to be represented by separate legal
counsel of Indemnitee’s choice at the expense of the Company. In addition, if
the Company fails to comply with any of its obligations under this Agreement or
in the event that the Company or any other person takes any action to declare
this Agreement void or unenforceable, or institutes any action, suit or
proceeding to deny or to recover from Indemnitee the benefits intended to be
provided to Indemnitee hereunder, Indemnitee shall have the right to retain
counsel of Indemnitee’s choice, at the expense of the Company, to represent
Indemnitee in connection with any such matter.
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13.
Representations
and Warranties of the Company. The
Company hereby represents and warrants to Indemnitee as follows:
(a)
Authority. The
Company has all necessary power and authority to enter into, and be bound by the
terms of, this Agreement, and the execution, delivery and performance of the
undertakings contemplated by this Agreement have been duly authorized by the
Company.
(b)
Enforceability. This
Agreement, when executed and delivered by the Company in accordance with the
provisions hereof, shall be a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency,
moratorium, reorganization or similar laws affecting the enforcement of
creditors’ rights generally.
14.
Insurance. The
Company shall, from time to time, make the good faith determination whether or
not it is practicable for the Company to obtain and maintain a policy or
policies of insurance with a reputable insurance company providing the
Indemnitee with coverage for losses from wrongful acts, and to ensure the
Company’s performance of its indemnification obligations under this Agreement.
In all policies of director and officer liability insurance, Indemnitee shall be
named as an insured in such a manner as to provide Indemnitee the same rights
and benefits as are accorded to the most favorably insured of the Company’s
officers and directors. Notwithstanding the foregoing, the Company shall have no
obligation to obtain or maintain such insurance if the Company determines in
good faith that such insurance is not reasonably available, if the premium costs
for such insurance are disproportionate to the amount of coverage provided, or
if the coverage provided by such insurance is limited by exclusions so as to
provide an insufficient benefit. The Company shall promptly notify Indemnitee of
any good faith determination not to provide such coverage.
15.
Contract
Rights Not Exclusive. The
rights to payment of Indemnifiable Amounts and advancement of Indemnifiable
Expenses provided by this Agreement shall be in addition to, but not exclusive
of, any other rights which Indemnitee may have at any time under applicable law,
the Company’s Certificate of Incorporation, or any other agreement, vote of
stockholders or directors (or a committee of directors), or otherwise, both as
to action in Indemnitee’s official capacity and as to action in any other
capacity as a result of Indemnitee’s serving as a director
of the Company.
16.
Successors. This
Agreement shall be (a) binding upon all successors and assigns of the Company
(including any transferee of all or a substantial portion of the business, stock
and/or assets of the Company and any direct or indirect successor by merger or
consolidation or otherwise by operation of law) and (b) binding on and shall
inure to the benefit of the heirs, personal representatives, executors and
administrators of Indemnitee. This Agreement shall continue for the benefit of
Indemnitee and such heirs, personal representatives, executors and
administrators after Indemnitee has ceased to have Corporate
Status.
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17.
Subrogation. In the
event of any payment of Indemnifiable Amounts under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of
contribution or recovery of Indemnitee against other persons, and Indemnitee
shall take, at the request of the Company, all reasonable action necessary to
secure such rights, including the execution of such documents as are necessary
to enable the Company to bring suit to enforce such rights.
18.
Change
in Law. To the
extent that a change in Delaware law (whether by statute or judicial decision)
shall permit broader indemnification or advancement of expenses than is provided
under the terms of this Agreement, Indemnitee shall be entitled to such broader
indemnification and advancements, and this Agreement shall be deemed to be
amended to such extent.
19.
Severability. Whenever
possible, each provision of this Agreement shall be interpreted in such a manner
as to be effective and valid under applicable law, but if any provision of this
Agreement, or any clause thereof, shall be determined by a court of competent
jurisdiction to be illegal, invalid or unenforceable, in whole or in part, such
provision or clause shall be limited or modified in its application to the
minimum extent necessary to make such provision or clause valid, legal and
enforceable, and the remaining provisions and clauses of this Agreement shall
remain fully enforceable and binding on the parties.
20.
Indemnitee
as Plaintiff. Except
as provided in Section 10(c) of this Agreement and in the next sentence,
Indemnitee shall not be entitled to payment of Indemnifiable Amounts or
advancement of Indemnifiable Expenses with respect to any Proceeding brought by
Indemnitee against the Company, any Entity which it controls, any director or
officer thereof, or any third party, unless at least a majority of the members
of the Board of Directors of the Company other than Indemnitee has consented to
the initiation of such Proceeding. This Section shall not apply to counterclaims
or affirmative defenses asserted by Indemnitee in an action brought against
Indemnitee.
21.
Modifications
and Waiver. Except
as provided in Section 17 above with respect to changes in Delaware law
which broaden the right of Indemnitee to be indemnified by the Company, no
supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by each of the parties hereto. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provisions of this Agreement (whether or not similar), nor shall such
waiver constitute a continuing waiver.
22.
General
Notices. All
notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given (a) when delivered by hand,
(b) when transmitted by facsimile and receipt is acknowledged, or (c) if mailed
by certified or registered mail with postage prepaid, on the third business day
after the date on which it is so mailed:
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(i)
If to
Indemnitee, to:
Xxxxxx X.
Xxxxx, Xx.
c/o
Voxware, Inc.
168
Franklin Xxxxxx Xxxx
Xxxxxxxx
0, Xxxxx 0
Xxxxxxxxxxxxx,
XX 00000
Fax:
(000) 000-0000
(ii)
If to the
Company, to:
Voxware,
Inc.
168
Franklin Xxxxxx Xxxx
Xxxxxxxx
0, Xxxxx 0
Xxxxxxxxxxxxx,
XX 00000
Attention:
Chairman of the Board
Fax:
(000) 000-0000
or to
such other address as may have been furnished in the same manner by any party to
the others.
23.
Governing
Law; Consent to Jurisdiction; Service of Process. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware without regard to its rules of conflict of laws. Each of the
Company and the Indemnitee hereby irrevocably and unconditionally consents to
submit to the exclusive jurisdiction of the state and federal courts of the
State of Delaware, (the “Delaware Courts”) for any litigation arising out of or
relating to this Agreement and the transactions contemplated hereby (and agrees
not to commence any litigation relating thereto except in such courts), waives
any objection to the laying of venue of any such litigation in the Delaware
Court and agrees not to plead or claim in any Delaware Court that such
litigation brought therein has been brought in an inconvenient forum. Each of
the parties hereto agrees, (a) to the extent such party is not otherwise subject
to service of process in the State of Delaware, to appoint and maintain an agent
in the State of Delaware as such party’s agent for acceptance of legal process,
and (b) that service of process may also be made on such party by prepaid
certified mail with a proof of mailing receipt validated by the United States
Postal Service constituting evidence of valid service. Service made pursuant to
(a) or (b) above shall have the same legal force and effect as if served upon
such party personally within the State of Delaware. For purposes of implementing
the parties’ agreement to appoint and maintain an agent for service of process
in the State of Delaware, each such party does hereby appoint Corporation
Service Company as such agent and each such party hereby agrees to complete all
actions necessary for such appointment.
[SIGNATURE
PAGE FOLLOWS]
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
|
COMPANY: |
VOXWARE,
INC. |
|
By:
/s/
Xxxxxx X. Allegra
| |
|
Name:
Xxxxxx X. Allegra | |
|
Title:
Director and Chairman of the Board | |
|
INDEMNITEE: |
|
|
/s/ Xxxxxx X. Xxxxx,
Xx.
| |
|
Xxxxxx
X. Xxxxx, Xx. |
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