INDEMNIFICATION AGREEMENT
This
Indemnification Agreement (the “Agreement”) is made as of February __,
2009, by and between AMCOL International Corporation, a Delaware corporation
(the “Company”) and «Name», «Office» (“Indemnitee”).
RECITALS
WHEREAS,
the Company desires to attract and retain the services of highly qualified
individuals, such as Indemnitee, to serve the Company as officers and
directors.
WHEREAS,
the Bylaws and Certificate of Incorporation of the Company (the “Governing
Documents”) provide current and former directors and officers of the Company
certain rights to indemnification and advancement of expenses.
WHEREAS,
Indemnitee wishes to ensure that the rights to indemnification and advancement
of expenses to which Indemnittee is currently entitled under the Governing
Documents will not be eliminated, diminished or otherwise adversely affected
without Indemnitee’s consent.
WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to
obligate itself to indemnify, and to advance expenses on behalf of, Indemnitee
to the fullest extent provided in, and on the terms and conditions set forth in,
the Governing Documents as in effect on the date of this Agreement, so that such
contractual obligations shall not be adversely affected by subsequent amendments
to the Governing Documents.
NOW,
THEREFORE, in consideration of the premises and the covenants contained herein,
the Company and Indemnitee do hereby covenant and agree as follows:
Section
1. Services to the
Company. Indemnitee agrees to serve the Company in the office
listed below his or her name on the signature page hereof (the “Office”).
Indemnitee may at any time and for any reason resign from such Office (subject
to any other contractual obligation or any obligation imposed by operation of
law), in which event the Company shall have no obligation under this Agreement
to continue Indemnitee in such Office. This Agreement shall not be deemed an
employment contract between Indemnitee and the Company (or any other entity of
which Indemnitee is or was serving in any capacity at the request of the
Company). The foregoing notwithstanding, this Agreement shall continue in force
after Indemnitee has ceased to serve in the Office.
Section
2. Right to Indemnification and
Advancement of Expenses. Indemnitee shall be indemnified and
advanced expenses to the fullest extent provided in, and upon the terms and
conditions set forth in, Article IX of the Bylaws and Article TWELFTH
of the Certificate of Incorporation as such Articles are in effect as of the
date of this Agreement, and such Articles are hereby incorporated into this
Agreement by reference thereto. In addition to the foregoing
provision, in the event the Governing Documents are amended following the date
of this Agreement to increase or otherwise enhance the rights of any current or
former director or officer of the Company to indemnification or advancement of
expenses, Indemnitee shall be entitled to such increased or enhanced rights to
the same extent as such current or former director or officer. For
the avoidance of doubt, in the event the Governing Documents are amended
following the date of this Agreement to decrease or otherwise limit the rights
of any indemnification or advancement of expenses for a current or former
director or officer of the Company, Indemnitee shall continue to be entitled to
the same indemnification and advancement rights as Indemnitee is entitled to
under this Agreement on the date of this Agreement.
Section
3. Non-exclusivity; Survival of
Rights. The rights of indemnification and advancement of
expenses provided by this Agreement shall not be deemed exclusive of any other
rights to which Indemnitee may at any time be entitled under applicable law, the
Certificate of Incorporation of the Company, the Bylaws of the Company, any
agreement, a vote of stockholders or a resolution of directors, or
otherwise.
Section
4. Amendment and
Waiver. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by 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 nor shall any
waiver constitute a continuing waiver.
Section
5. Applicable
Law. This Agreement and the legal relations among the parties
shall be governed by, and construed and enforced in accordance with, the laws of
the State of Delaware, without regard to its conflict of laws
rules.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the
day and year set forth above.
| AMCOL INTERNATIONAL CORPORATION | |||
|
|
By:
|
||
| Xxxx Xxxxxx | |||
| Chairman of the Board | |||
| INDEMNITEE | |||
|
|
By:
|
||
| Name: «Name» | |||
| Title: «Office» | |||
