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Exhibit 10.5
FORM
OF
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (this "Agreement") is made as of
____________, _____ by and between Sybron Dental Specialties, Inc., a Delaware
corporation (the "Company"), and ________________________, a director and/or an
executive officer of the Company (the "Indemnitee").
WHEREAS, it is essential to the Company to retain and attract as directors
and executive officers the most capable persons available; and
WHEREAS, both the Company and the Indemnitee recognize the increased risk
of litigation and other claims being asserted against directors and executive
officers of public companies in today's environment; and
WHEREAS, applicable provisions of the Delaware General Corporation Law (the
"DGCL"), the Company's Restated Certificate of Incorporation (the "Certificate")
and the Company's Bylaws (the "Bylaws") require the Company to indemnify and
advance expenses to its directors and executive officers to the fullest extent
permitted by law and the Indemnitee's service as a director and/or an executive
officer is, in part, in consideration of such indemnification rights; and
WHEREAS, in recognition of the Indemnitee's need for substantial protection
against personal liability in order to enhance the Indemnitee's service to the
Company in an effective manner, and to provide the Indemnitee with specific
contractual assurances that the protections promised by the DGCL, the
Certificate and the Bylaws will be available to the Indemnitee (regardless of,
among other things, any amendment to or revocation of the DGCL, the Certificate
or the Bylaws, any change in the composition of the Company's Board of Directors
or any acquisition transaction relating to the Company), the Company wishes to
provide in this Agreement for the indemnification of, and the advancing of
expenses to, the Indemnitee to the fullest extent permitted by law and as set
forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and of the Indemnitee's
service as a director and/or an executive officer of the Company, and for other
good and valuable consideration, the adequacy of which is hereby acknowledged,
the Company and the Indemnitee agree as follows:
1. Contractual Nature of Existing Indemnification Provisions. The
indemnification provisions contained in Section 145 of the DGCL, Article TENTH
of the Certificate and Article VIII of the Bylaws, as in effect on the date
hereof and as either may be amended to provide more advantageous indemnification
rights to the Indemnitee, shall be deemed to be a contract between the Company
and the Indemnitee and any amendment, modification, revocation or repeal of any
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of such provisions of Section 145 of the DGCL, Article TENTH of the Certificate
or Article VIII of the Bylaws shall not limit any rights of the Indemnitee
hereunder to indemnification or the allowance of expenses.
2. Subrogation. In the event the Company shall make any payments pursuant
to Section 145 of the DGCL, Article TENTH of the Certificate, Article VIII of
the Bylaws or this Agreement, the Company shall be subrogated to the extent of
such payments to all of the rights of recovery of the Indemnitee, who agrees to
execute all documents required and to do everything that may be necessary or
desirable to secure such rights, including the execution of such documents as
may be necessary to enable the Company effectively to bring suit to enforce such
rights.
3. Non-Exclusivity. Nothing herein shall be deemed to diminish or
otherwise restrict the Indemnitee's right to indemnification under any provision
of the DGCL, the Certificate or the Bylaws.
4. Governing Law. This Agreement shall be governed by and construed in
accordance with Delaware law. Any suit relating to a breach by the Company of
its obligations pursuant to this Agreement must be brought before the Court of
Chancery for the State of Delaware, which court shall have exclusive
jurisdiction to hear and determine such matter.
5. Severability. The provisions of this Agreement are severable, and if
any clause or provision hereof shall be held invalid or unenforceable in whole
or part, then such invalidity or unenforceability shall affect only such clause
or provision, or part thereof, and shall not in any manner affect such clause or
provision to the extent that such clause or provision is valid or enforceable,
and shall not in any manner affect any other clause or provision of this
Agreement.
6. Amendment. No amendment, modification, termination or cancellation of
this Agreement shall be effective unless in writing and signed by the parties
hereto.
7. Binding Effect. This Agreement shall be binding upon all successors
and assigns of the Company (including any transferee of all or substantially all
of the Company's assets and any successor by merger or operation of law) and
shall inure to the benefit of the heirs, personal representatives and estate of
the Indemnitee.
8. Effectiveness. The provisions of this Agreement shall cover claims,
actions, suits and other proceedings whether now pending or hereafter commenced
and shall be retroactive to cover acts or omissions or alleged acts or omissions
which heretofore have taken place. By way of example but not of limitation, this
Agreement shall apply to all liabilities, known or unknown, contingent or
otherwise, that presently exist or arise in the future, regardless of whether
the liabilities relate to activities of the Indemnitee or the Company preceding
or subsequent to the date of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
SYBRON DENTAL SPECIALTIES, INC.
By: ____________________________________
Name: _____________________________
Title: ____________________________
________________________________________
___________________, Indemnitee
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