IndemnificationAgreement补偿协议_110.doc

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IndemnificationAgreement[Director]补偿协议.doc

Indemnification Agreement [Director]补偿协议-THIS AGREEMENT is made and entered into this _________(M,D,Y) between AAA, Inc., a _________(PLACENAME) corporation ( Corporation ), whose address is _________ and _________ ( Director ), whose address is _________.RECITALS:A. WHEREAS, Director, a member of the Board of Directors of Corporation (the Board ), performs a valuable service in such capacity for Corporation; andB. WHEREAS, the stockholders of Corporation have adopted Bylaws (the Bylaws ) providing for the indemnification of the officers, directors, agents and employees of Corporation to the maximum extent authorized by Section 145 of the Delaware General Corporation Law, as amended (the Law andC. WHEREAS, the Bylaws and the Law, as amended and in effect from time to time or any successor or other statutes of _________(PLACENAME) having similar import and effect, currently purport to be the controlling law governing Corporation with respect to certain aspects of corporate law, including indemnification of directors and officers; andD. WHEREAS, in accordance with the authorization provided by the Law, Corporation may from time to time purchase and maintain a policy or policies of BBB Insurance ( BBB Insurance ), covering certain liabilities which may be incurred by its directors and officers in the performance of services as directors and officers of Corporation; andE. WHEREAS, as a result of developments affecting the terms, scope and availability of BBB Insurance there exists general uncertainty as to the extent and overall desirability of protection afforded members of the Board of Directors by such BBB Insurance, if any, and by statutory and bylaw indemnification provisions; andF. WHEREAS, in order to induce Director to continue to serve as a member of the Board, Corporation has determined and agreed to enter into this contract with Director.NOW, THEREFORE, in consideration of Director’s continued service as a director after the date hereof, the parties hereto agree as follows:1. CERTAIN DEFINITIONS. The following terms used in this Agreement shall have the meanings set forth below. Other terms are defined where appropriate in this Agreement.(a) DISINTERESTED DIRECTOR shall mean a director of Corporation who is not or was not a party to the Proceeding in respect of which indemnification is being sought by Director.(b) EXPENSES shall include all direct and indirect costs (including, without limitation, attorneys’ fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, all other disbursements or out-of-pocket expenses and reasonable compensation for time spent by Director for which he or she is otherwise not compensated by Corporation) actually and reasonably incurred in connection with a Proceeding or establishing or enforcing a right to indemnification under thisAgreement, applicable law or otherwise; provided, however, that Expenses shall not include any Liabilities.(c) FINAL ADVERSE DETERMINATION shall mean that a determination that Director is not entitled to indemnification shall have been made pursuant to Section 5hereof and either (i) a final adjudication in a _________(PLACENAME) court or decision of an arbitrator pursuant to Section 13(a) hereof shall have denied Director’s right to indemnification hereunder, or (ii) Director shall have failed to file a complaint in a _________(PLACENAME) court or seek an arbitrat or’s award pursuant to Section 13(a) for a period of one hundred twenty (120) days after the determination made pursuant to Section 5 hereof.(d) INDEPENDENT LEGAL COUNSEL shall mean a law firm or member of a law firm selected by Corporation and approved by Director (which approval shall not be unreasonably withheld) and that neither is presently nor in the past five years has been retained to represent: (i) Corporation, in any material matter, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term Independent Legal 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 Corporation orDirector in a Proceeding to determine Director’s right to indemnification under this Agreement.(e) LIABILITIES shall mean liabilities of any type whatsoever including, but not limited to, any judgments, fines, ERISA excise taxes and penalties, and penalties and amounts paid in settlement (including all interest assessments and other charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) of any proceeding.(f) PROCEEDING shall mean any threatened, pending or completed action, claim, suit, arbitration, alternative dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative, including any appeal therefrom.(g) CHANGE OF CONTROL shall mean the occurrence of any of the following events after the date of this Agreement:(i) A change in the composition of the Board, as a result of which fewer than two-thirds (2/3) of the incumbent directors are directors who either (1) had been directors of Corporation twenty-four (24)months prior to such change or (2) were elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the directors who had been directors of Corporation 24 months prior to such change and who were still in office at the time of the election or nomination; or(ii) Any person (as such term is used in section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) through the acquisition or aggregation of securities is or becomes the beneficial owner, directly or indirectly, of securities of Corporation representing twenty percent (20%) or more of the combined voting power of Corporation’s then outstandin g securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors (the Capital Stock ), except that any change in ownership of Corporation’s securities by any person resulting solely from a reduction in the aggregate number of outstanding shares of Capital Stock, and any decrease thereafter in such person’s ownership of securities, shall be disregarded until such person increases in any manner, directly or indirectly, such person’s beneficial ownership of any securities of Corporation.2. INDEMNITY OF DIRECTOR. Corporation hereby agrees to hold harmless and indemnify Director to the fullest extent authorized or permitted by the provisions of the Law, as may be amended fromtime to time.3. ADDITIONAL INDEMNITY. Subject only to the exclusions set forth in Section 4 hereof, Corporation hereby further agrees to hold harmless and indemnify Director:(a) against any and all Expenses in connection with any Proceeding (including an action by or in the right of Corporation) to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and(b) otherwise to the fullest extent as may be provided to Director by Corporation under the non-exclusivity provisions of the Bylaws of Corporation and the Law.4. LIMITATIONS ON ADDITIONAL INDEMNITY. No indemnity pursuant to Section 3 hereof shall be paid by Corporation:(a) except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of such losses for which the Director is indemnified pursuant to Section 2 hereof or reimbursed pursuant to any BBB Insurance purchased and maintained by Corporation;(b) in respect of remuneration paid to Director if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law;(c) on account of any Proceeding in which judgment is rendered against Director for an accounting of profits made from the purchase or sale by Director of securities of Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;(d) on account of a Final Adverse Determination that Director’s conduct was knowingly fraudulent or deliberately dishonest or constituted willful misconduct;(e) provided there has been no Change of Control, on account of or arising in response to any Proceeding (other than a Proceeding referred to in Section 10(b) hereof) initiated by Director or any of Director’s affiliates against Corporation or any officer, director or stockholder of Corporation unless such Proceeding was authorized in the specific case by action of the Board of Directors of Corporation;(f) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful; or(g) on account of any Proceeding to the extent that Director is a plaintiff, a counter-complainant or a cross-complainant therein (other than a Proceeding permitted by Section 4(e) hereof).5. PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.(a) Whenever Director believes that he or she is entitled to indemnification pursuant to this Agreement, Director shall submit a written request for indemnification to Corporation. Any request for indemnification shall include sufficient documentation orinformation reasonably available to Director to support his or her claim for indemnification. Director shall submit his or her claim for indemnification within a reasonable time not to exceed five years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, final termination or other disposition or partial disposition of any Proceeding, whichever is the later date for which Director requests indemnification. The President, Secretary or other appropriate officer shall, promptly upon receipt of Director’s request for indemnification, advise the Board in writing that Director has made such a request. Determination of Director’s entitlement to indemnification shall be made not later than ninety (90) days after Corporation’s receipt of his or her written request for such indemnification.(b) The Director shall be entitled to select the forum in which Director’s request for indemnification will be heard, which selection shall be included in the written request for indemnification required in Section 5(a). This forum shall be any one of the following:(i) The stockholders of Corporation;(ii) A quorum of the Board consisting of Disinterested Directors;(iii) Independent Legal Counsel, who shall make the determination in a written opinion; or(iv) A panel of three arbitrators, one selected by Corporation, another by Director and the third by the first two arbitrators selected. If for any reason three arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select his or her replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect. If Director fails to make such designation, his or her claim shall be determined by the forum selected by Corporation.6. PRESUMPTION AND EFFECT OF CERTAIN PROCEEDINGS. Upon making a request for indemnification, Director shall be presumed to be entitled to indemnification under this Agreement and Corporation shall have the burden of proof to overcome that presumption in reaching any contrary determination. The termination of any Proceeding by judgment, order, settlement,arbitration award or conviction, or upon a plea of nolo contendere or its equivalent shall not affect this presumption or, except as may be provided in Section 4 hereof, establish a presumption with regard to any factual matter relevant to determining Director’s rights to indemnification hereunder. If the person or persons so empowered to make a determination pursuant to Section 5(b) hereof shall have failed to make the requested determination within thirty (30) days after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or other disposition or partial disposition of any Proceeding or any other event which could enable Corporation to determine Director’s entitlement to indemnification, the requisite determination that Director is entitled to indemnification shall be deemed to have been made.7. CONTRIBUTION. If the indemnification provided in Sections 2 and 3 is unavailable and may not be paid to Director for any reason other than those set forth in Section 4, then in respect of any Proceeding in which Corporation is or is alleged to be jointly liable with Director (or would be if joined in such Proceeding), Corporation shall contribute to the amount of Expenses and Liabilities paid or payable by Director in such proportion as is appropriate to reflect (i) the relative benefits received by Corporation on the one hand and Director on the other hand from the transaction from which such Proceeding arose, and (ii) the relative fault ofCorporation on the one hand and of Director on the other hand in connection with the events which resulted in such Expenses and Liabilities, as well as any other relevant equitable considerations. The relative fault of Corporation on the one hand and of Director on the other shall be determined by reference to, among other things, the parties’ relat ive intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses and Liabilities. Corporation agrees that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.8. INSURANCE AND FUNDING. Corporation hereby represents and warrants that it shall purchase and maintain insurance to protect itself and/or Director against any Expenses and Liabilities in connection with any Proceeding to the fullest extent permitted by the Law.9. CONTINUATION OF OBLIGATIONS. All agreements and obligations of Corporation contained herein shall continue during the period Director is a director, officer, employee or agent of Corporation (or is or was serving at the request of Corporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Director shall be subject to any possible Proceeding, by reason of the fact that Director was serving Corporation or such other entity in any capacity referred to herein.10. NOTIFICATION AND DEFENSE OF CLAIM. Promptly after receipt by Director of notice of the commencement of any Proceeding, Director will, if a claim in respect thereof is to be made against Corporation under this Agreement, notify Corporation of the commencement thereof; but the omission so to notify Corporation will not relieve it from any liability which it may have to Director otherwise than under this Agreement. With respect to any Proceeding as to which Director notifies Corporation of the commencement thereof:(a) Corporation will be entitled to participate therein at its own expense;(b) Except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Director. After notice fromCorporation to Director of its election to assume the defense thereof, Corporation will not be liable to Director under this Agreement for any Expenses subsequently incurred by Director in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Director shall have the right to employ his or her own counsel in such Proceeding but the Expenses associated with the employment of such counsel incurred after notice from Corporation of its assumption of the defense thereof shall be at the expense of Director unless(i) the employment of counsel by Director has been authorized by Corporation,(ii) Director shall have reasonably concluded that there may be a conflict of interest between Corporation and Director in the conduct of the defense of such Proceeding or (iii) Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the Expenses of Director’s separate counsel shall be at the expense of Corporation. Corporation shall not be entitled to assume the defense of any Proceeding brought by or on behalf of Corporation or as to which Director shall have made the conclusion provided for in (ii) above; and(c) Provided there has been no Change of Control, Corporation shall not be liable to indemnify Director under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent, which consent shall not be unreasonably withheld. Corporation shall be permitted to settle any Proceeding except that it shall not settle any Proceeding in any manner which would impose any penalty, out-of-pocket liability, or limitation on Directo r without Director’s written consent.11. ADV ANCEMENT AND REPAYMENT OF EXPENSES.(a) In the event that Director employs his or her own counsel pursuant to Section 10(b)(i) through (iii) above, Corporation shall advance to Director, prior to any final disposition of any Proceeding any and all Expenses incurred in investigating or defending any such Proceeding within ten (10) days after receiving copies of invoices presented to Director for such Expenses.(b) Director agrees that Director will reimburse Corporation for all Expenses paid by Corporation in defending any Proceeding against Director in the event and only to the extent that there has been a Final Adverse Determination that Director is not entitled, under the provisions of the Law, the Bylaws, this Agreement or otherwise, tobe indemnified by Corporation for such Expenses.12. REMEDIES OF DIRECTOR.(a) In the event that (i) a determination pursuant to Sectionhereof is made that Director is not entitled to indemnification, (ii) advances of Expenses are not made pursuant to this Agreement, (iii) payment has not been timely made following a determination of entitlement to indemnification pursuant to this Agreement, or (iv) Director otherwise seeks enforcement of this Agreement, Director shall be entitled to a final adjudication in an appropriate court of his or her rights. Alternatively, Director at his or her option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the commercial arbitration rules of the American Arbitration Association now in effect, whose decision is to be made within ninety (90) days following the filing of the demand for arbitration. The Corporation shall not oppose Director’s right to seek any such adjudication or arbitration award.(b) In the event that a determination that Director is not entitled to indemnification, in whole or in part, has been made pursuant to Sectionhereof, the decision in the judicial proceeding or arbitration provided in paragraph (a) of this Section 12 shall be made de novoand Director shall not be prejudiced by reason of a determination that he or she is not entitled to indemnification.(c) If a determination that Director is entitled to indemnification has been made pursuant to Section 5 hereof or otherwise pursuant to the terms of this Agreement, Corporation shall be bound by such determination in the absence of (i) a misrepresentation of a material fact by Director or (ii) a specific finding (which has become final) by an appropriate court that all or any part of such indemnification is expressly prohibited by law.(d) In any court proceeding pursuant to this Section 12, Corporation shall be precluded from asserting that the procedures and presumptions of this Agreement are not valid, binding and enforceable. The Corporation shall stipulate in any such court or before any such arbitrator that Corporation is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary.(e) Expenses reasonably incurred by Director in connection with his or her request for indemnification under this Agreement, meeting enforcement of this Agreement or to recover damages for breach of this Agreement shall be borne by Corporation.(f) Corporation and Director agree herein that a monetary remedy for breach of this Agreement, at some later date, will be inadequate, impracticable and difficult to prove, and further agree that such breach would cause Director irreparable harm. Accordingly, Corporation and Director agree that Director shall be entitled to temporary and permanent injunctive relief to enforce this Agreement without the necessity of proving actual damages or irreparable harm. The Corporation and Director further agree that Director shall be entitled to such injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bond or other undertaking in connection therewith. Any such requirement of bond or undertaking is hereby waived by Corporation, and Corporation acknowledges that in the absence of such a waiver, a bond or undertaking may be required by the court.13. ENFORCEMENT. Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on Corporation hereby in order to induce Director to continue as a director of Corporation, and acknowledges that Director is relying upon this Agreement in continuing in such capacity.14. SEPARABILITY. Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others, so that if any or all of the provisions hereof shall be held to be invalid or unenforceable to any extent for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions hereof, or the obligation of the Corporation to indemnify the Director to the full extent provided by the Bylaws or the Law, and the affected provision shall be construed and enforced so as to effectuate t he parties’ intent to the maximum extent possible.15. GOVERNING LAW. This Agreement shall be governed by and interpreted and enforced in accordance with the internal laws of the State of _________(PLACENAME).16. CONSENT TO JURISDICTION. The Corporation and Director each irrevocably consent to jurisdiction of the courts of the State of _________(PLACENAME) for all purposes in connection with any Proceeding which arises out of or relates to this Agreement and agree that any Proceeding instituted under this Agreement shall be brought only in the state courts of the State of _________(PLACENAME).17. BINDING EFFECT. This Agreement shall be binding upon Director and upon Corporation, its successors and assigns, and shall inure to the benefit of Director, his or her heirs, executors, administrators, personal representatives and assigns and to the benefit of Corporation, its successors and assigns.18. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the parties hereto and there are no other agreements, contracts or understandings between the parties hereto with respect to the subject matter of this Agreement, except as specifically referred to herein. This Agreement supersedes any and all agreements regarding indemnification heretofore entered into by the parties.19. AMENDMENT AND TERMINATION. No amendment, modification, waiver, termination or cancellation of this Agreement shall be effective for any purpose unless set forth in writing signed by both parties hereto.20. SUBROGATION. In the event of payment under this agreement, Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Director, who shall execute all documents required and shall do all acts that may benecessary to secure such rights and to enable Corporation effectively to bring suit to enforce such rights.21. NON-EXCLUSIVITY OF RIGHTS. The rights conferred on Director by this Agreement shall not be exclusive of any other right which Director may have or hereafter acquire under any statute, provision of Corporation’s Certificate of Incorporation or Bylaws, agreement, vote of stockholders or directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding office.22. SURVIV AL OF RIGHTS. The rights conferred on Director by this Agreement shall continue after Director has ceased to be a director, officer, employee or other agent of Corporation or such other entity.23. NOTICES. All notices, requests, demands and other communications hereunder shall be in writing and shall be addressed to Director or to Corporation, as the case may be, at the address shown on page 1 of this Agreement, or to such other address as may have been furnished by either party to the other, and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall havebeen directed, or (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed.。

IndemnificationAgreement补偿协议_10.doc

Indemnification Agreement补偿协议-This Indemnification Agreement made and entered into this _________(M,D,Y) ( Agreement ), by and between AAA Corporation, a _________(PLACENAME) corporation (together with any successor or successors and predecessors thereto, the Company ) and BBB ( Indemnitee ).WHEREAS, it is essential to the Company that it be able to retain and attract as directors, officers, employees and agents the most capable persons available:WHEREAS, increased corporate litigation has subjected directors, officers, employees and agents of corporations 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, its by-laws permit the Company to enter into indemnification arrangements and agreements; WHEREAS, the Company desires to provide Indemnitee with specific contractual assurance of Indemnitee’s rights to full indemnification aga inst litigation risks and expenses (regardless, among other things, of any amendment to or revocation of the Company’s by-laws or any change in the ownership of the Company or the composition of its Board of Directors) which indemnification is intended to be greaterthan that which is afforded by the Company’s certificate of incorporation, by-laws and, to the extent insurance is available, the coverage of Indemnitee under the Company’ directors and officers liability insurance policies; andWHEREAS, Indemnitee is relying upon the rights afforded under this Agreement in continuing in Indemnitee’s position as an agent of the Company.NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:1. DEFINITIONS.(a) agent of the Company means any person who is or was a director, officer, employee or other agent of the Company or a subsidiary of the Company; or is or was serving at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary 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, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the Company or a subsidiary of the Company, or wasa director, officer, employee or agent of another enterprise at the request of, for the convenience of, or to represent the interests of such predecessor corporation.(b) Corporate Status describes the status of a person who is serving or has served (i) as an agent 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 as defined below at the request of the Company.(c) Entity shall mean any corporation, partnership, joint venture, trust, foundation, association, organization or other legal entity and any group or division of the Company or any of its subsidiaries.(d) Expenses shall mean all reasonable fee, costs and expenses incurred in connection with any Proceeding (as defined below), including, without limitation, attorn ey’s fees, disbursements and retainers (including, without limitation, any such fees, disbursements and retainers incurred by Indemnitee pursuant to Section 10 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 bindingcosts, telephone and fax transmission charges, postage, delivery services, secretarial services, and other disbursements and expenses.(e) Indemnifiable Expenses, Indemnifiable Liabilities and Indemnifiable Amounts shall have the meanings ascribed to those terms in Section 3(a) below.(f) Liabilities shall mean judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts paid in settlement.(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 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.2. SERVICES OF INDEMNITEE. In consideration of the Company’s covenants and commitments hereunder, Indemnitee agrees to serve or continue to serve as an agent of the Company. However, this Agreement shall not impose any obligation onIndemni tee 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) 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,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) 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 to procure a judgment in its favor by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.4. EXCEPTIONS TO INDEMNIFICATION. Indemnitee shall be entitled to indemnification under Section 3(a) and 3(b) above in all circumstances other than the following:(a) If indemnification is requested under Section 3(a) and it has been adjudicated finally by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act in good faith and 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.(b) If indemnification is requested under Section 3(b) and(i) It has been adjudicated finally by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act in good faith and 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 adjudicated finally by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that Indemnitee received an improper personal benefit, no Indemnifiable Expenses shall be paid with respect to such claim, issue or matter unless the Court of Chancery or another court 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 reasonable entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.(c) The Company shall not be obligated to indemnify the Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines ERISA excise taxes and penalties, and amounts paid in settlement) for which payment is actually made to or on behalf of Indemnitee under a valid and collectible insurance policy of D O Insurance or under a valid and enforceable indemnity clause, by-law or agreement.5. PROCEDURE FOR PAYMENT OF INDEMNIFIABLE AMOUNTS. Indemnitee shall submit to the Company a written request specifying the Indemnifiable Amounts for which Indemnitee seeks payment under Section 3 of this Agreement and the basis for the claim. The Company shall pay such Indemnifiable Amounts to Indemnitee within twenty (20) calendar days of receipt of the request. At the request of the Company, Indemnitee shall furnish 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, 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 an adverse 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 contendre 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 ADV ANCE INTERIM EXPENSES; CONDITIONS. The Company shall pay to Indemnitee all Indemnifiable Expenses incurred by Indemnitee in connection with any Proceeding, including a Proceeding by or in the right of the Company, in advance of the final disposition of such Proceeding, if Indemnitee furnishes the Company with a written undertaking torepay the amount of such Indemnifiable Expenses advanced 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. Such undertaking shall be an unlimited general obligation of Indemnitee, shall be accepted by the Company without regard tothe financial ability of Indemnitee to make repayment, and in no event shall be required to be secured.9. PROCEDURE FOR PAYMENT OF INTERIM 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. Payment of Indemnifiable Expenses under Section 8 shall be made no later than twenty (20) calendar days after the Company’s receipt of such request and the undertaking required by Section 8.10. REMEDIES OF INDEMNITEE.(a) RIGHT TO PETITION COURT. In the event that Indemnitee makes a request for payment of Indemnifiable Amounts underSection 3 and 5above 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 appropriate judicial authority 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.(d) V ALIDITY OF AGREEMENT. The Company shall be precluded from asserting in any Proceeding, including without limitation, an action under Section 10((a)) above, that the provisions of this Agreement are not valid, binding and enforceable or that thereis insufficient consideration for this Agreement and shall stipulate in court that the Company is bound by all the provisions of this Agreement.(e) 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.11. 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.12. INSURANCE. The Company hereby covenants and agrees that, so long as Indemnitee shall continue to serve as an agent of the Company and thereafter so long as the Indemnitee shall be subject to any possible proceeding by reason of the fact that Indemnitee was an agent of the Company, the Company will use its commercially reasonable efforts to obtain and maintain a policy or policies of insurance with reputable insurance companies 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 at least 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 the Indemnitee is not a director but is an officer; or of the Company’s key employees, if the Indemnitee is not a director orofficer but is a key employee. Notwithstanding the foregoing, if the Company, after employing commercially reasonable efforts as provided in this section, 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 use its commercially reasonable efforts to obtain and maintain a policy or policies of insurance with coverage having features as similar as practicable to those described above.13. 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 by-laws or certificate of incorporation, or any other agreement, vote of stockholders or 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, officer or agent of the Company.14. SUCCESSORS. This Agreement shall be (a) binding upon all successors and assigns of the Company (including any transferee ofall or a substantial portion of the business, stock and/or assets of the Company and any direct or indirect successor by merger orconsolidation 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.15. 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.16. CHANGE IN LAW. To the extent that a change in applicable law (whether by statute or judicial decision) shall permit broader indemnification than is provided under the terms of the by-laws of the Company and this Agreement, Indemnitee shall be entitled to such broader indemnification and this Agreement shall be deemed to be amended to such extent.17. 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.18. INDEMNITEE AS PLAINTIFF. Except as provided in Section 10((c)) of this Agreement and in this Section 18, 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, officer or agent thereof, or any third party. This Section shall not apply (i) to counterclaims or affirmative defenses asserted by Indemnitee in an action brought against Indemnitee, (ii) if the Company has consented to the initiation of such Proceeding, (iii) if such indemnification is expressly regarded to be made by law or (iv) if such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in theCompany under the General Corporation Laws of _________(PLACENAME). In addition to the foregoing, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify the Indemnitee (i) for any expenses incurred by the Indemnitee with respect to any proceeding instituted by the 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 by good faith or was frivolous; or (ii) under this Agreement for any amounts paid in settlement of a proceeding unless the Company consents to such settlement, which consent shall not be unreasonably withheld.19. MODIFICATIONS AND WAIVER. Except as provided in Section 16 above with respect to changes in applicable 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 or any of the provisions ofthis 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.20. GENERAL NOTICES. All notices, requests, demands andother 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:。

IndemnificationAgreement补偿协议_1112.doc

Indemnification Agreement补偿协议-In consideration of the mutual promises made in this Agreement, and for other good and valuable consideration, receipt of which is hereby acknowledged, the Company and Indemnitee hereby agree as follows:1. INDEMNIFICATION.(a) THIRD PARTY PROCEEDINGS. The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while an officer or director or by reason of the fact that Indemnitee 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 expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld)actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee 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 Indemnitee’s conduct was unlawful. The termination of any action, suit or 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 or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that I ndemnitee’s conduct was unlawful.(b) PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while an officer or director or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) and, to the fullest extent permitted by law, amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld), in each case to the extent actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such action or suit if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and its stockholders, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudicated by court order or judgment to be liable to the Company in th e performance of Indemnitee’s duty to the Company and its stockholders 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 such expenses which such court shall deem proper.(c) MANDATORY PAYMENT OF EXPENSES. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) or Section 1(b) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee inconnection therewith.2. NO EMPLOYMENT RIGHTS. Nothing contained in this Agreement is intended to create in Indemnitee any right to continued employment.3. EXPENSES; INDEMNIFICATION PROCEDURE.(a) ADV ANCEMENT OF EXPENSES. The Company shall advance all expenses incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any civil or criminal action, suit or proceeding referred to in Section l(a) or Section 1(b) hereof (including amounts actually paid in settlement of any such action, suit or proceeding). Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby. Any advances to be made under this Agreement shall be paid by the Company to Indemnitee within twenty (20) days following delivery of a written request therefor by Indemnitee to the Company.(b) NOTICE/COOPERATION BY INDEMNITEE. Indemniteeshall, as a condition precedent to his or her right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the Chief Executive Officer of the Company and shall be given in accordance with the provisions of Section 12(d) below. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power.(c) PROCEDURE. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the exp enses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemniteehas not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contes ts Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.(d) NOTICE TO INSURERS. If, at the time of the receipt of a notice of a claim pursuant to Section 3(b) hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to theinsurers 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.(e) SELECTION OF COUNSEL. In the event the Company shall be obligated under Section 3(a) 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, upon the delivery to Indemnitee of written notice of its election so to do. 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, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any 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 In demnitee’s counsel shall be at the expense of the Company.4. ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY.(a) SCOPE. Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company’s Certificate of Incorporation, the Company’s Bylaws or by statute. In the event of any change, after the date of this Agreement, in any applicable law, statute, or rule which expands the right of a _________(ADDRESS) corporation to indemnify a member of its board of directors or an officer, such changes shall be deemed to be within the purview of Indemnite e’s rights and the Company’s obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a _________(ADDRESS) corporation to indemnify a member of its board of directors or an 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.(b) NONEXCLUSIVITY. The indemnification provided by thisAgreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled under the Company’s Certificate of Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested members of the Company’s Board of Directors, the General Corporation Law of the State of _________(ADDRESS), or otherwise, both as to action in Indemnitee’s official capacity and as to action in another capacity while holding such office. The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though he or she may have ceased to serve in any such capacity at the time of any action, suit or other covered proceeding.5. PARTIAL INDEMNIFICATION. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred in the investigation, defense, appeal or settlement of any civil or criminal action, suit or 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.6. MUTUAL ACKNOWLEDGMENT. Both the Company and Indemnitee acknowledge that in certain instances, Federal law orpublic policy may override applicable state law and prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. For example, the Company and Indemnitee acknowledge that the Securities and Exchange Commission (the SEC ) has taken the position that indemnification is not permissible for liabilities arising under certain federal securities laws, and federal legislation prohibits indemnification for certain ERISA violations. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the SEC to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.7. OFFICER AND DIRECTOR LIABILITY 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 reputable insurance companies providing the officers and directors of the Company with coverage for losses from wrongful acts, or to ensure the Company’s performance of its indemni fication obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. 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 andbenefits 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; or of the Company’s key employees, if Indemnitee is not an officer or director but is a key employee. 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, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.8. 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 8. 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 thisAgreement not so invalidated shall be enforceable in accordance with its terms.9. EXCEPTIONS. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:(a) 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 145 of the _________(ADDRESS) General Corporation Law, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate;(b) LACK OF GOOD FAITH. To indemnify Indemnitee for any expenses incurred by 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 Indemnitee in such proceeding was not made ingood faith or was frivolous;(c) 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) to the extent such expenses or liabilities have been paid directly to Indemnitee by an insurance carrier under a policy of officers’ and directors’ liability insurance maintained by the Company; or(d) CLAIMS UNDER SECTION 16(b). To indemnify Indemnitee for expenses or 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.10. CONSTRUCTION OF CERTAIN PHRASES.(a) For purposes of this Agreement, references to the Company shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence hadcontinued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.(b) For purposes of this Agreement, references to other enterprises shall include employee benefit plans; references to fines shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to serving at the request of the Company shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner not opposed to the best interests of the Company as referred to in this Agreement.11. ATTORNEYS’ FEES. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with r espect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.12. MISCELLANEOUS.(a) GOVERNING LAW. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted inaccordance with the laws of the State of _________(ADDRESS), without giving effect to principles of conflict of law.(b) ENTIRE AGREEMENT; ENFORCEMENT OF RIGHTS. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.(c) CONSTRUCTION. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.(d) NOTICES. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent bytelegram or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party’s address as set forth below or as subsequently modified by written notice.(e) COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.(f) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the Company and its successors and assigns, and inure to the benefit of Indemnitee and Indemnitee’s heirs, legal representatives and assigns.(g) SUBROGATION. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company to effectively bring suit to enforce such rights.The parties hereto have executed this Agreement as of the day andyear set forth on the first page of this Agreement.。

IndemnificationAgreement补偿协议完整篇.doc

Indemnification Agreement补偿协议-Indemnification Agreement, dated as of _________,_________,_________(M,D,Y), by and among AAA Corporation, a _________(Placename) corporation ( AAA ), BBB, Inc., a _________(Placename) corporation ( BBB ), DDD COMPANY, a limited company organized under the laws of the DDD Islands ( DDD ), and each Person who executes a Joinder Agreement (as defined below) pursuant to Section 4(f) hereof.WHEREAS, BBB has determined to sell to DDD (the Stock Purchase ) all of the outstanding shares of capital stock of the Sold Subsidiaries (as defined below) pursuant to a Stock Purchase Agreement (the Stock Purchase Agreement ) between BBB and DDD, dated as of the date hereof;WHEREAS, BBB, AAA and CCC, Inc., a _________(Placename) corporation and a wholly owned subsidiary of AAA ( CCC ), have previously entered into an Agreement and Plan of Merger and Reorganization (the Merger Agreement ) dated as of the date hereof, providing for the merger of CCC with and into BBB (the MergerWHEREAS, consummation of the Stock Purchase is a condition precedent to the consummation of the Merger;WHEREAS, it is a condition precedent to the consummation of the Stock Purchase and the Merger that this Indemnification Agreement shall be in full force and effect; andWHEREAS, the parties to this Agreement have determined that it is necessary and desirable to set forth certain agreements that will govern various tax matters, indemnity matters and other matters that may arise in connection with the Stock Purchase and the Merger.NOW, THEREFORE, in consideration of the premises and of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:SECTION 1. Definitions. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Stock Purchase Agreement. The following terms shall have the following definitions:Financing Agreements means the documents, instruments and agreements evidencing the Financing as the same may be amended, refinanced, replaced, modified or supplemented from time to time.Loss or Losses means any losses, claims, damages,deficiencies, liabilities, costs obligations, fines, penalties and expenses of any nature whatsoever (including reasonable expenses of investigation and reasonable attorney’s fees and disbursements).Material Adverse Effect means a material adverse change in or effect with respect to the business, results of operations, properties, financial condition or prospects of DDD and its Subsidiaries, taken as a whole.Person means any individual, corporation, partnership, joint venture, limited liability company, association or other business entity.Pre-Purchase Tax Period means any Tax Period ending on or before the end of the date of the Stock Purchase.Pre-Purchase Taxes shall mean (i) all liability for Taxes of BBB and the Retained Subsidiaries for Pre-Purchase Tax Periods and (ii) all liability of BBB and the Retained Subsidiaries for the Pre-Purchase portion of Taxes of such companies attributable to any Straddle Period as determined in accordance with Section 6(b) hereof, provided, however, that Taxes in respect of any transactions as of the date hereof undertaken at the written direction of AAA shall be excluded.Retained Subsidiary means any Subsidiary of BBB that is nota Sold Subsidiary.DDD Indemnitor means DDD and each Person who executes a Joinder Agreement pursuant to Section 4(f) hereof.Stock Purchase Date shall mean the date of the Stock Purchase.Straddle Period shall mean a taxable period of BBB or a Retained Subsidiary that begins before the Stock Purchase Date and ends after the Stock Purchase Date.Tax or Taxes means (i) any tax, governmental fee or other like assessment or charge of any kind whatsoever (including, without limitation, withholding on amounts paid to or by any Person), together with any interest, penalty, addition to tax or additional amount imposed by any governmental authority (a Taxing Authority ) responsible for the imposition of any such tax (domestic or foreign), (ii) liability for the payment of any amounts of the type described in clause (i) above as a result of BBB or any of its Subsidiaries, including the Sold Subsidiaries, being a member prior to the Stock Purchase Date of an affiliated, consolidated, combined or unitary group, or being a party to any agreement or arrangement entered into prior to the Stock Purchase Date as a result of which liability of BBB or any of its Subsidiaries, including the Sold Subsidiaries, to a Taxing Authority is determined or taken into account with referenceto the liability of any other person, (iii) liability of BBB or any of its Subsidiaries, including the Sold Subsidiaries, for the payment of any amount as a result of being party to any tax sharing agreement or arrangement entered into prior to the Stock Purchase Date, or with respect to the payment of any amount of the type described in clause (i) or (ii) above as a result of any express or implied obligation arising prior to the Stock Purchase Date to indemnify any other Person and (iv) liability of BBB or any of its Subsidiaries, including the Sold Subsidiaries, as a result of any express or implied obligation arising prior to the Stock Purchase Date to pay any Taxes of any Person or to gross up any Person for income received or deemed received as a result of any other Person paying Tax Liabilities of such Person.SECTION 2. Representations and Warranties of the DDD Indemnitors. The DDD Indemnitors jointly and severally represent and warrant to AAA as of the date hereof, as of the Closing Date and as of the date of each Joinder Agreement as follows, each of which such representations and warranties shall survive the Closing Date:(a) Organization and Authority of the DDD Indemnitors. Each of the DDD Indemnitors is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all necessary corporate power and authority toenter into this Agreement, the Stock Purchase Agreement and each Joinder Agreement to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Stock Purchase Agreement by DDD and each Joinder Agreement by each Person who executes such Agreement, the performance by the DDD Indemnitors of their respective obligations hereunder and thereunder and the consummation by the DDD Indemnitors of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the DDD Indemnitors. This Agreement and the Stock Purchase Agreement have been, and each Joinder Agreement will be, duly executed and delivered by the DDD Indemnitor party thereto, and (assuming due authorization, execution and delivery by each of the other respective parties thereto) each of this Agreement, the Stock Purchase Agreement and each Joinder Agreement constitutes or, when executed and delivered in accordance with the terms hereof, will constitute a legal, valid and binding obligation of the DDD Indemnitor Party thereto enforceable against the DDD Indemnitor party thereto in accordance with its terms.(b) No Conflict. The execution, delivery and performance of this Agreement and the Stock Purchase Agreement by DDD and each Joinder Agreement by each Person who executes such Agreement does not and will not after giving effect to thetransactions contemplated by the Stock Purchase Agreement and the Financing (i) violate, conflict with or result in the breach of any provision of the charter or by-laws (or similar organizational documents) of any DDD Indemnitor, (ii) violate or conflict with any provision of law, or any order, judgment or decree of any court or other governmental or other regulatory authority applicable to any DDD Indemnitor or (iii) violate, conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would constitute a default) under any material contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which any DDD Indemnitor is a party or by which any DDD Indemnitor is bound or to which any DDD Indemnitor’s properties or assets is subject or (iv) result in the creation of any lien, charge or encumbrance of any kind whatsoever on any of the properties or assets of any DDD Indemnitor.(c) Consents and Approvals. The execution, delivery and performance of this Agreement and the Stock Purchase Agreement by DDD and each Joinder Agreement by each Person who executes such Agreement does not and will not require any material consent, approval, authorization, waiver or other order of, action by, filing with or notification to any governmental or regulatory authority, domestic or foreign, except as will be made or obtained prior to Closing by the DDD Indemnitor party thereto and remains in fullforce and effect.SECTION 3. Representations and Warranties of AAA. AAA represents and warrants to DDD as of the date hereof and as of the Closing Date as follows, each of which such representations and warranties shall survive the Closing Date:(a) Organization and Authority of AAA. AAA is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all necessary corporate power and authority to enter into this Agreement and the Merger Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Merger Agreement by AAA, the performance by AAA of its obligations hereunder and thereunder and the consummation by AAA of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of AAA. This Agreement and the Merger Agreement have been duly executed and delivered by AAA, and (assuming due authorization, execution and delivery by each of the other respective parties hereto and thereto) this Agreement and the Merger Agreement constitute legal, valid and binding obligations of AAA enforceable against AAA in accordance with their terms.(b) No Conflict. The execution, delivery and performance of this Agreement and the Merger Agreement by AAA does not and will not (i) violate, conflict with or result in the breach of any provision of the charter or by-laws of AAA, (ii) violate or conflict with any provision of law, or any order, judgment or decree of any court or other governmental or other regulatory authority applicable to AAA or (iii) violate, conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would constitute a default) under any material contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which AAA is a party or by which AAA is bound or to which any of AAA properties or assets is subject or (iv) result in the creation of any lien, charge or encumbrance of any kind whatsoever on any of the properties or assets of AAA.(c) Consents and Approvals. The execution, delivery and performance of this Agreement and the Merger Agreement by AAA does not and will not require any material consent, approval, authorization, waiver or other order of, action by, filing with or notification to any governmental or regulatory authority, domestic or foreign, except as has been made or obtained prior to Closing by AAA and remains in full force and effect.SECTION 4. Certain Covenants.(a) Access to Books and Records of DDD; Financial Statements and Reports. Upon the request of AAA, DDD shall provide to representatives of AAA and its Affiliates reasonable access to its books and records and shall cause its auditors to provide to the auditors of AAA and its Affiliates reasonable access to D DD’s auditors’ work papers. For as long as DDD is required to do so, DDD shall provide AAA with copies of any annual or quarterly financial statements and reports that it is required to deliver to the lenders providing senior financing in the Financing, and any requests for waivers of any term or provisions in the Financing Documents, in each case, at the same times provided for in the Financing Agreements.The provisions contained in this Section 4(a) shall terminate and be of no further effect from and after the fifth anniversary of the Stock Purchase Date.(b) Retention of Documents. Subject to Section 6(f) hereof, each of the DDD Indemnitors agrees that it will preserve all documentation relating to the transactions contemplated by the StockPurchase Agreement or this Agreement and each of AAA and BBB agrees that it will preserve all documentation relating to (i) BBB, the Sold Subsidiaries, and the Retained Subsidiaries for any Pre-Purchase Tax Period and any Straddle Period, and (ii) the Merger Agreement, Designated Assets and Designated Liabilities (other than documentation transferred to DDD pursuant to the terms of the Stock Purchase Agreement), in each case to the extent required by applicable law or by such party’s document retention policies, whichever is longer, as in effect from time to time. The provisions contained in this Section 4(b) shall terminate and be of no further effect from and after the eighth anniversary of the Stock Purchase Date.(c) Notice of Certain Events. DDD shall promptly, but in no event more than five business days after receiving notification or obtaining knowledge thereof, provide written notice to AAA of any event which would have a Material Adverse Effect or materially impair the ability of any DDD Indemnitor to perform fully its obligations hereunder.(d) Conduct of Business. Upon and after the Closing Date, DDD will preserve, renew and keep in full force and effect its corporate existence and take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normalconduct of its business.(e) Financing Agreements. Prior to the Closing, DDD shall furnish to AAA true and complete copies of the Financing Agreements and, promptly following any amendments thereto, true and complete copies of such amendments. The provisions contained in this Section 4(e) shall terminate and be of no further effect from and after the fifth anniversary of the Stock Purchase Date.(f) Joinder Agreements. On the Closing Date, DDD shall cause each of the Sold Subsidiaries to execute and deliver to AAA a Joinder Agreement in the form of Annex I hereto (a Joinder Agreement ). Thereafter, DDD shall cause any Person that becomes a Subsidiary of DDD to, on the date such Person becomes a Subsidiary of DDD, execute and deliver to AAA a Joinder Agreement. Any Person executing a Joinder Agreement shall, upon executing the same, deliver to AAA a certified copy of the charter and by-laws, or similar organizational documents, of such Person together with resolutions of the Board of Directors (or comparable governing body) of such Person approving the execution and delivery of the Joinder Agreement.SECTION 5. Indemnification. In addition to the obligations ofthe parties contained in Section 6 hereof, from and after the Closing Date:(a) Each of the DDD Indemnitors jointly and severally agrees to indemnify, defend and hold harmless AAA and BBB and their respective Affiliates including the Retained Subsidiaries (the AAA Indemnitees ) from and against any and all Losses as they are incurred or suffered by any AAA Indemnitee arising out of or in connection with or related to (but only to the extent arising out of or in connection with or related to):(i) all Liabilities (other than Designated Liabilities and other than in respect of Taxes, which are the subject of Section 6 hereof) arising out of or related to (A) the ownership, operations or conduct by BBB and its predecessors or Affiliates (other than AAA and its Subsidiaries) of their respective businesses, properties, assets or liabilities on or prior to the Closing Date, or (B) the ownership, operations or conduct by DDD or any of its Subsidiaries of their respective businesses, properties, assets or liabilities from and after the Closing Date;(ii) the enforcement by the AAA Indemnitees of their respective rights under this Agreement;(iii) any breach by DDD of any agreement, obligation, covenant, representation or warranty contained in this Agreement, the Stock Purchase Agreement or any agreement or document entered into in connection therewith or delivered pursuant thereto to which DDD is a party.(b) AAA and BBB agree to indemnify, defend and hold harmless DDD and each of its Subsidiaries from and against any and all Losses, as they are incurred or suffered by DDD or its Subsidiaries, arising out of or in connection with or related to (but only to the extent arising out of or in connection with or related to):(i) all Designated Liabilities;(ii) all Liabilities of or related to the ownership, operations or conduct by BBB or the Retained Subsidiaries of their respective businesses, properties, assets or liabilities subsequent to the Closing Date;(iii) the enforcement by DDD and its Subsidiaries of theirrespective rights under this Agreement; and(iv) any breach by AAA of any agreement, obligation, covenant, representation or warranty contained in this Agreement, the Merger Agreement or any agreement or document entered into in connection therewith or delivered pursuant thereto to which AAA is a party.SECTION 6. Taxes .From and after the Closing Date:(a) Each of the DDD Indemnitors jointly and severally agrees to indemnify and hold the AAA Indemnitees harmless from all Losses (other than Designated Liabilities) attributable to (i) Pre-Purchase Taxes of BBB and the Retained Subsidiaries, and (ii) Taxes, whenever arising, of the Sold Subsidiaries or attributable to assets transferred to the Sold Subsidiaries in connection with the Stock Purchase and the Merger; provided, however, that the DDD Indemnitors shall not be obligated to indemnify the AAA Indemnitees for any Taxes attributable to, or arising from, the transactions contemplated by the OD Documents (as defined in the Stock Purchase Agreement), other than the Split and the sale ofshares of the capital stock of the Sold Subsidiaries (including any gain from any Section 338(h)(10) election made with respect to such sale).(b) For purposes of determining whether Taxes are Pre-Purchase Taxes described in clause 6(a)(i) above, in the case of a Straddle Period of BBB or a Retained Subsidiary, the DDD Indemnitors shall be solely responsible for all Taxes attributable to the portion of the period ending on, and which includes, the Stock Purchase Date, and AAA shall be solely responsible for all Taxes attributable to the portion of the period which begins after the Stock Purchase Date. For purposes hereof, the portion of any Tax that is attributable to the portion of a Straddle Period up to and including the Stock Purchase Date shall be (i) in the case of a Tax that is not based on net income, gross income, sales or gross receipts (including real property taxes), the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Straddle Period up to and including the Stock Purchase Date, and the denominator of which is the total number of days in such Straddle Period, and (ii) in the case of a Tax that is based on any of net income, gross income, sales or gross receipts, the Tax that would be due with respect to the portion of the Straddle Period through and including the Stock Purchase Date, if such portion of the Straddle Period were a separate taxable period, except that exemptions, allowances, deductions or credits that are calculatedon an annual basis (such as the deduction for depreciation or capital allowances) shall be apportioned on a per diem basis.The AAA Indemnitees shall indemnify and hold harmless the DDD Indemnitors from and against (i) any Taxes of BBB for which the DDD Indemnitors are not obligated to indemnify the AAA Indemnitees under Section 6(a), and (ii) any Taxes arising out of or attributable to the breach of any representation or covenant contained in this Indemnification Agreement by the AAA Indemnitees.With regard to any Loss for which indemnification is payable hereunder, such payment shall be treated for federal, state, local and foreign tax purposes as an adjustment to the Purchase Price in the Stock Purchase Agreement, unless otherwise required under applicable law. The amount of any such payment shall be net of any Tax on the Indemnified Party arising from such payment and shall be adjusted to take into account any net Tax benefit or net Tax detriment realized by the Indemnified Party that arises from the occurrence of the Loss for which such payment was made; provided that no payment shall be made by the DDD Indemnitors in respect of any Taxes payable by any AAA Indemnitee in respect of an indemnification payment hereunder (the Gross-Up Amount ) except if and to the extent that the aggregate cumulative taxable income of the AAA Indemnitees that would otherwise give rise to Gross-Up Amounts exceeds the Available Loss Amount (as reduced from timeto time to the extent used to reduce Pre-Purchase Taxes). The Available Loss Amount shall mean an amount determined by the Closing Date or as soon as practicable thereafter by a Big Five accounting firm mutually selected by DDD and AAA as being equal to the best available estimate as of the date of determination of the excess of (x) the aggregate losses of BBB and its consolidated group arising on or before the Stock Purchase Date or arising from the transactions contemplated by the Stock Purchase Agreement or Merger Agreement (but not taking into account any gain or income recognized in respect of the Designated Assets in Parts A, B and C of Schedule II of the Merger Agreement), including the exercise of options in connection with the Merger or the Stock Purchase Agreement, over (y) the amount of such losses as are estimated will be taken into account in determining the TRA Amount.(c)(i) A draft of all Tax Returns relating to BBB and the Retained Subsidiaries which are to be filed after the Stock Purchase Date, but which relate to a Pre-Purchase Tax Period or Straddle Period, including the federal consolidated income Tax Return of the affiliated group of which BBB is the common parent for the period ending with the Merger, shall be prepared by Ernst Young or any other Big Five accounting firm (the Tax Return Preparer ) chosen byDDD. Any such Tax Return shall be prepared in a manner consistent with past practice and without a change of any election or any accounting method. A copy of such draft shall be furnished to AAA at least 30 days prior to the due date for each such Tax Return for review and comment. AAA shall be entitled to suggest such revisions to each such Tax Return as it, in its good faith belief, considers appropriate to minimize the risk of an audit adjustment to such Tax Return, which suggestions shall be considered in good faith by DDD. If AAA reasonably objects to any position taken in such draft Tax Return, BBB shall amend such draft Tax Return to reflect an alternative position suggested by AAA, unless BBB provides AAA with an opinion from the Tax Return Preparer that there is substantial authority (within the meaning of Section 6662 of the Code and applicable Treasury regulations) to support the initial position. All other decisions regarding Tax Returns shall be made by DDD. AAA shall execute and file such Tax Returns as so revised on a timely basis and shall pay the Taxes shown due on such Tax Return. DDD will pay over to AAA the amount of Taxes shown due at least five days prior to the date such Tax Return is to be filed. DDD agrees that it shall be responsible for the preparation and filing of all Tax Returns of the Sold Subsidiaries and pay the Tax shown due thereon.(ii) The parties shall cooperate with each other in the preparation of any Tax Return and the conduct of any audit or otherproceeding, judicial or administrative (collectively, a Tax Proceeding ), involving Taxes of BBB, the Sold Subsidiaries and the Retained Subsidiaries. AAA and DDD, without charge, shall provide the requesting party with such assistance and documents as may be reasonably requested by such party in connection with the preparation of any return or the conduct of any audit or other Tax Proceeding. AAA and DDD agree to keep each other fully informed of all matters relating to any Tax Return, or Tax Proceeding, including without limitation any settlement negotiations in the event that such Tax Proceeding may involve Taxes for which an indemnity obligation may arise under this Section 6.Notwithstanding anything else to the contrary in this Section 6, the obligations of the DDD Indemnitors pursuant to this Section 6 shall be calculated by assuming no election has been made pursuant to Section 172(b)(3) of the Code, Treasury Regulation section 1.1502-21(b)(3), or any similar or successor provision, to waive the carryback of losses arising from the exercise of options in connection to the Merger or the Stock Purchase or any losses arising on or before the Stock Purchase Date and by assuming that all losses, credits and other tax attributes are used in the order provided under the applicable provisions of the Code and Treasury Regulations.(d)(i) If a claim in respect of Taxes (a Tax Claim ) is made or threatened by any Taxing Authority that, if successful, could result in an indemnity obligation under Section 6, AAA shall promptly notify DDD, stating the nature and basis of such claim and the amount thereof, to the extent known. Failure to give such notice shall not relieve the DDD Indemnitors from any liability that they may have on account of this indemnification or otherwise, except to the extent that the DDD Indemnitors are materially prejudiced in the defense of such claim thereby. DDD will have the right, at its option, upon timely notice to AAA, to assume at its own expense control of any audit or other defense of such Tax Claim with its own counsel, and by assuming such control will be deemed to have acknowledged its indemnification liability for such claim. DDD’s right to control such a Tax Claim will be limited to issues in respect of which amounts in dispute would be paid by the DDD Indemnitors or for which the DDD Indemnitors would be liable pursuant to Section 6. Costs of such Tax Claims are to be borne by the DDD Indemnitors unless the Tax Claim relates to a Straddle Period.(ii) In the case of any Tax Proceeding involving liability for Tax of BBB, a Retained Subsidiary or any Sold Subsidiary for which BBB or a Retained Subsidiary could be liable if such Tax were unpaid (without regard to any indemnity obligation of DDD), (A) AAA at its expense and through counsel of its choosing, shall havethe right to observe all hearings, trials and other proceedings, attend all settlement and other conferences and receive copies of all material briefs and submissions and (B) notwithstanding the control rights granted to DDD in clause (i) above, AAA shall have the right to control the Tax Proceeding and make all decisions in respect thereof in the case of any Tax proceeding involving the liability for Tax of BBB or the Retained Subsidiaries if AAA waives its right to obtain indemnity under this Section 6.(e) If the parties disagree as to the amount of any payment to be made under or on any other matter arising under this Section 6, the parties shall attempt in good faith to resolve such dispute, and any agreed-upon amount shall be paid to the appropriate party. If such dispute is not resolved within 15 days following written notice from any party hereto to an other party hereto that a dispute subject to this subsection (f) exists, then the parties shall jointly retain an independent accounting firm to resolve the dispute. If and to the extent that a dispute presents legal issues, the independent accounting firm shall have authority to consult an independent law firm. The fees of the independent accounting firm and the independent law firm shall be borne by the party that does not substantially prevail in the dispute; the independent accounting firm shall make a determination regarding liability for expenses. The decision of such independent accounting firm and/or the independent law firm shall be rendered within ten (10) days following final。

补偿协议_精品文档

补偿协议一、协议背景与目的在商业交易和合作中，难免会面临一些纠纷和争议。

为避免争端进一步升级以及保持双方良好的合作关系，我们特制定此补偿协议。

本协议目的在于确保双方根据争议的性质进行适当的经济补偿，并以此解决双方之间的争议。

二、定义1. 甲方：指向本协议中作为出售方的一方。

2. 乙方：指向本协议中作为购买方的一方。

三、补偿事项1. 当双方在合作过程中发生争议时，应首先积极主动地通过协商和沟通解决问题。

若无法达成共识，则视情况可进行下一步补偿方案。

2. 补偿方案的制定应充分考虑争议的性质、严重程度以及对双方利益造成的影响。

在制定补偿方案时，双方应充分平衡各自的权益。

3. 补偿金额应在协议达成后的10个工作日内支付。

支付方式可通过线上转账、支票或其他双方认可的方式进行。

四、争议解决方式1. 当双方无法通过协商解决争议时，应寻求专业的第三方中立人或机构来进行调解。

双方应共同承担调解费用。

2. 双方同意将争议提交至指定第三方仲裁机构进行仲裁。

仲裁结果将被认为是终止争议的最终决定，双方应遵守仲裁结果。

3. 当争议涉及违反法律法规的行为时，双方同意将争议提交至法院进行解决。

五、保密条款1. 在争议解决过程中，双方同意保密相关信息，并不向外部人员透露争议的具体细节。

2. 双方同意在任何情况下均不得通过媒体或其他方式公开争议详情，以保护双方的商业信誉和形象。

六、协议的生效与变更1. 本协议自双方对协议内容达成一致并签署之日起生效，有效期为争议解决完毕之日止。

2. 任何对协议内容的修改或补充应以书面形式由双方签署并获得双方的同意方可生效。

七、其他条款1. 本协议适用于双方在商业合作中的任何争议，相关法律适用中华人民共和国法律。

2. 双方同意尽最大的合理努力以解决任何争议，并为此目的而促进并共同合作。

3. 本协议中任何一方的放弃权利不得被视为对该方任何其他权利的放弃。

八、协议终止1. 当双方争议得到解决并达成最终协议时，本协议自动终止。

补偿协议样书经典版

补偿协议样书经典版甲方：XXX（补偿方）乙方：XXX（受补偿方）根据甲乙双方的协商，就甲方对乙方的补偿事宜，达成如下协议：一、补偿内容1. 甲方同意向乙方支付补偿金，金额为人民币XXX元（大写：XXX）。

2. 甲方同意为乙方提供就业帮助，包括但不限于提供职业介绍、职业技能培训等，以便乙方能够尽快适应新的工作环境。

3. 甲方同意为乙方提供其他必要的帮助，包括但不限于提供住房、生活费用等，以帮助乙方渡过难关。

二、补偿期限1. 本补偿协议自双方签字盖章之日起生效，至乙方完成就业或者获得其他稳定收入来源时终止。

2. 补偿期限为自协议生效之日起，最长不超过XX个月。

三、支付方式1. 甲方同意在本协议生效之日起XX日内，将补偿金一次性支付给乙方。

2. 乙方在收到补偿金后，应当向甲方出具收据，并确认收到补偿金的事实。

四、保密条款1. 双方应当对本协议的内容及履行情况严格保密，不得向任何第三方透露。

2. 乙方同意在协议期限内，不向任何第三方透露甲方的商业秘密和保密信息。

五、违约责任1. 若甲方未按照本协议约定支付补偿金，则应当按照未支付金额的XX%向乙方支付违约金。

2. 若乙方违反本协议约定，向任何第三方透露甲方的商业秘密和保密信息，则应当向甲方支付违约金，并承担因此给甲方造成的全部损失。

六、其他条款1. 本协议自双方签字盖章之日起生效，一式两份，甲乙双方各执一份，具有同等法律效力。

2. 本协议如有未尽事宜，可由双方协商解决，并签订补充协议。

3. 本协议的解释权归甲乙双方共同所有。

甲方（补偿方）：XXX签字：XXX日期：XXXX年XX月XX日乙方（受补偿方）：XXX签字：XXX日期：XXXX年XX月XX日在签订补偿协议时，还需要注意以下几点：1. 双方应当明确各自的权利和义务，确保协议内容明确、具体、可行。

2. 双方应当认真阅读协议中的所有条款，特别是关于违约责任、保密条款、争议解决等方面的条款，确保自己的权益得到充分保障。

IndemnificationLetter-赔偿协议中英

You are or have been appointed an office holder of xxx (the “Company”), and in order to enhance your service to the Company in an effective manner, the Company desires to provide hereunder for your indemnification to the fullest extent permitted by law as set forth in this indemnification letter (the “Indemnification Letter”).你被或已经被任命为XXX的公职人员（简称“公司”），为了你能更有效的服务于公司，公司愿意根据在这个赔偿信（以下简称“赔偿信”）中提到的条款在法律允许的范围内最大程度地为你提供赔偿。

IndemnificationAgreement补偿协议_111.doc

Indemnification Agreement补偿协议-THIS AGREEMENT is entered into, effective as of _________,_________,_________(M/D/Y) by and between AAA, Inc.a _________(STATE) corporation (the Company ), and _________ ( Indemnitee ).WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;WHEREAS, Indemnitee is a director and/or officer of the Company; andWHEREAS, in recognition of Indemnitee’s need for substantial protection against personal liability in order to enhance Indemnitee’s continued and effective service to the Company, and in order to induce Indemnitee to provide services to the Company as a director and/or officer, the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted by _________(STATE) law and as set forth in this Agreement, and, to the extent insurance is maintained, for the coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies.NOW, THEREFORE, in consideration of the above premises and of Indemnitee’s continuing to serve the Company directly or, at its request, with another enterprise, and intending to be legally bound hereby, the parties agree as follows:1. Certain Definitions.(a) Board: the Board of Directors of the Company.(b) Change In Control: shall be deemed to have occurred if (i) any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the Act )), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company (collectively excluded persons ), is or becomes the Beneficial Owner (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 30% or more of the total voting power represented by the Company’s then outstanding V oting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination forelection by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the V oting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into V oting Securities of the surviving entity) at least 50% of the total voting power represented by the V oting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company’s assets.(c) Expenses: any expense, liability, or loss, including attorneys’ fees, judgments, fines, ERISA excise taxes and penalties, amounts paid or to be paid in settlement, any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposes as a result of the actual or deemed receipt of any payments under this Agreement, paid or incurred in connection with investigating, defending, being a witness in, or participating in(including on appeal), or preparing for any of the foregoing in, any Proceeding relating to any Indemnifiable Event.(d) Indemnifiable Event: any event or occurrence that takes place either prior to or after the effective date of this Agreement, related to the fact that Indemnitee is or was a director or an officer of the Company, or while a director or officer is or was serving at the request of the Company as a director, officer, employee, trustee, agent, or fiduciary of another foreign or domestic corporation, partnership, joint venture, employee benefit plan, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of the Company or of another enterprise at the request of such predecessor corporation, or related to anything done or not done by Indemnitee in any such capacity.(e) Independent Counsel: the person or body appointed in connection with Section 3.(f) Potential Change In Control: shall be deemed to have occurred if (i) the Company enters into an agreement or arrangement, the consummation of which would result in the occurrence of a Change in Control, (ii) any person (including the Company) publiclyannounces an intention to take or to consider taking actions that, if consummated, would constitute a Change in Control, (iii) any person (other than an Excluded Person) who is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s then outstanding V oting Securities, increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person on the date hereof, or (iv) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.(g) Proceeding: (i) any threatened, pending, or complete action, suit, or proceeding, whether civil, criminal, administrative, investigative, or other, or (ii) any inquiry, hearing, or investigation, whether conducted by the Company or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, or proceeding.(h) Reviewing Party: the person or body appointed in accordance with Section 3.(i) V oting Securities: any securities of the Company that vote generally in the election of directors.2. Agreement To Indemnify.(a) General Agreement. In the event Indemnitee was, is, or become a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee from and against any and all Expenses to the fullest extent permitted by law, as the same exists or may hereafter be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were permitted prior thereto). The parties hereto intend that this Agreement shall provide for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Company’s Amended and Restated Certificate of Incorporation, its bylaws, vote of its stockholders or disinterested directors, or applicable law.(b) Initiation Of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or anydirector or officer of the Company unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding, (ii) the Proceeding is one to enforce indemnification rights under Section 5, or (iii) the Proceeding is instituted after a Change in Control and Independent Counsel has approved its initiation.(c) Expense Advances. If so requested by Indemnitee, the Company shall advance (within ten business days of such request) any and all Expenses to Indemnitee (an Expense Advance provided that such request shall be accompanied by reasonable evidence of the expenses incurred by Indemnitee and that, if and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed).(d) Mandatory Indemnification. Notwithstanding any other provision of this Agreement (other than Section 2(f) below), to the extent that Indemnitee has been successful on the merits in defense of any Proceeding relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.(e) Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.(f) Prohibited Indemnification. No indemnification pursuant to this judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any federal, state or local laws.3. Reviewing Party.Prior to any Change in Control, the Reviewing Party shall be any appropriate person or body consisting of a member or members of the Board or any other person or body appointed by the Board who is not a party to the particular Proceeding with respect to which Indemnitee is seeking indemnification; after a Change in Control, the Reviewing Party shall be the Independent Counsel referred to below. With respect to all matters arising after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or under applicable law or the Company’s Amended a nd Restated Certificate of Incorporation or bylaws now or hereafter in effect relating to indemnification for Indemnifiable Events, the Company shall seek legal advice only from Independent Counsel selected by Indemnitee and approved by the Company and who has not otherwise performed services for the Company or the Indemnitee (other than in connection with indemnification matters) within the last five years. The 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. Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee should be permitted to be indemnified under applicable law. The Companyagrees to pay the reasonable fees of the Independent Counsel and to indemnify fully such counsel against any and all expenses (including attorney’s fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the engagement of Independent Counsel pursuant hereto.4. Indemnification Process And Appeal.(a) Suit To Enforce Rights. Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification within 60 days after making a request in accordance with Section 2(c), Indemnitee shall have the right to enforce its indemnification rights under this Agreement by commencing litigation, in any appropriate court having subject matter jurisdiction thereof and in which venue is proper, seeking an initial determination by the court or challenging any determination by the Reviewing Party or any aspect thereof, provided, however, that such 60-day period shall be extended for reasonable time, not to exceed another 60 days, if the reviewing party in good faith requires additional time for the obtaining or evaluating of documentation and information relating thereto. The Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party not challenged by the Indemnitee shall be binding on the Company and Indemnitee. The remedy provided for in this Section 4shall be in addition to any other remedies available to Indemnitee in law or equity.(b) Defense To Indemnification, Burden Of Proof, And Presumptions. It shall be a defense to any action brought by Indemnitee against the Company to enforce this Agreement (other than an action brought to enforce a claim for Expenses incurred in defending a Proceeding in advance of its final disposition where the required undertaking has been tendered to the Company) that is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proving such a defense or determination shall be on the Company. Neither the failure of the Reviewing Party or the Company (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action by Indemnitee that indemnification of the claimant is proper under the circumstances because Indemnitee has met the standard of conduct set forth in applicable law, nor an actual determination by the Reviewing Party or Company (including its Board, independent legal counsel, or its stockholders) that the Indemnitee had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. For purposes of thisAgreement, the termination of any claim, action, suit, or proceeding, by judgment, order, settlement (whether with or without court approval), conviction, or upon a plea of nolo contendere, or its equivalent shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.5. Indemnification For Expenses Incurred In Enforcing Rights.The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten business days of such request), advance such Expenses to Indemnitee, that are incurred by Indemnitee in connection with any claim asserted against or covered action brought by Indemnitee for (i) indemnification of Expenses or Expense Advances by the Company under this Agreement or any other agreement or under applicable law or the Company’s Amended and Restated Certificate of Incorporation or bylaws now or hereafter in effect relating to indemnification for Indemnifiable Events, and or (ii) recovery under directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.6. Notification And Defense Of Proceeding.(a) Notice. Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof, but the omission so to notify the Company will not relieve the Company from any liability that it may have to Indemnitee, except as provided in Section 6(c).(b) Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his or her ownlegal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii) above.(c) Settlement Of Claims. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent, provided, however, that if a Change in Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s writtenconsent. The Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action; the Company’s liabi lity hereunder shall not be excused if participation in the Proceeding by the Company was barred by this Agreement.7. Non-Exclusivity.The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Compan y’s Amended and Restated Certificate of Incorporation, bylaws, applicable law, or otherwise. To the extent that a change in applicable law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded current ly under the Company’s Amended and Restated Certificate of Incorporation, bylaws, applicable law, or this Agreement, it is the intent of the parties that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change.8. Liability Insurance.To the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director or officer.9. Amendment Of This Agreement.No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall operate as a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.10. Subrogation.In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required andshall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.11. No Duplication Of Payments.The Company shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise received payment (under any insurance policy, bylaw, or otherwise) of the amounts otherwise indemnifiable hereunder.12. Binding Effect.This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs, and personal and legal representatives. The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacitypertaining to an Indemnifiable Event even though he or she may have ceased to serve in such capacity at the time of any Proceeding.13. Severability.If any provision (or portion thereof) of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of this Agreement containing any provision held to be invalid, void, or otherwise unenforceable, that is not itself invalid, void, or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, void, or unenforceable.14. Governing Law.This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of _________(STATE) applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.15. Notices.All notices, demands, and other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed, postage prepaid, certified or registered mail, return receipt requested, and addressed to the Company at:。

TaxIndemnificationAgreement税务补偿协议.doc

Tax Indemnification Agreement税务补偿协议-WHEREAS, U.S. Office Products Company, a _________(PLACENAME) Corporation ( USOP ) and the Companies entered into an agreement dated as of _________,_________,_________(M,D,Y)(the Tax Allocation Agreement ) to allocate the Tax burdens and benefits of transactions which occurred on or prior to the Distribution Date, and to provide for certain other tax matters, including the assignment of responsibility for the preparation and filing of Tax returns and the prosecution and defense of any Tax controversies; andWHEREAS, pursuant to Section 10 of the Tax Allocation Agreement, the Companies are jointly and severally liable for and will jointly and severally indemnify, defend and hold USOP harmless from and against any Losses with respect to Taxes that result from or arise in connection with an Adverse Tax Act of any of the Companies or any of their respective Subsidiaries.NOW, THEREFORE, in consideration of the mutual agreements contained herein, the Companies (each on its own behalf and on behalf of each of its Subsidiaries) hereby agree as follows:SECTION 1 DEFINITIONSAs used in this Agreement, the following terms shall have the following meaning:Adverse Company shall mean a Company that has or whose Subsidiary has committed an Adverse Tax Act.Adverse Tax Act shall have the meaning assigned to such term in the Tax Allocation Agreement.Agreement shall mean this Tax Indemnification Agreement.CCC shall have the meaning assigned to such term in the preamble to this Agreement.Companies shall have the meaning assigned to such term in the preamble to this Agreement.Losses shall have the meaning assigned to such term in the Tax Allocation Agreement.Market Capitalization shall have the meaning assigned to such term in the Tax Allocation Agreement.DDD shall have the meaning assigned to such term in the preamble to this Agreement.Non-Adverse Company shall mean a Company that has not and whose Subsidiaries have not committed an Adverse Tax Act.BBB shall have the meaning assigned to such term in the preamble to this Agreement.Subsidiary shall have the meaning assigned to such term in the Tax Allocation Agreement.Tax or Taxes shall have the meaning assigned to such term in the Tax Allocation Agreement.Tax Allocation Agreement shall have the meaning assigned to such term in the recitals to this Agreement.USOP shall have the meaning assigned to such term in the recitals to this Agreement.AAA shall have the meaning assigned to such term in the preamble to this Agreement.SECTION 2 INDEMNIFICATION(a) AAA Indemnification. AAA shall be liable for and shall indemnify, defend and hold the Non-Adverse Companies harmless from and against an amount equal to that which each of the Non-Adverse Companies pays to USOP pursuant to Section 10 of the Tax Allocation Agreement as a result of an Adverse Tax Act of AAA or its Subsidiaries.(b) BBB Indemnification. BBB shall be liable for and shall indemnify, defend and hold the Non-Adverse Companies harmless from and against an amount equal to that which each of the Non-Adverse Companies pays to USOP pursuant to Section 10 of the Tax Allocation Agreement as a result of an Adverse Tax Act of BBB or its Subsidiaries.(c) CCC Indemnification. CCC shall be liable for and shall indemnify, defend and hold the Non-Adverse Companies harmless from and against an amount equal to that which each of the Non-Adverse Companies pays to USOP pursuant to Section 10 of the Tax Allocation Agreement as a result of an Adverse Tax Act of CCC or its Subsidiaries.(d) DDD Indemnification. DDD shall be liable for and shall indemnify, defend and hold the Non-Adverse Companies harmless from and against an amount equal to that which each of the Non-Adverse Companies pays to USOP pursuant to Section 10 of the Tax Allocation Agreement as a result of an Adverse Tax Act of DDD or its Subsidiaries.(e) Right of Contribution. With respect to any Adverse Tax Act, the Non-Adverse Companies shall have rights and obligations of contribution among themselves to the extent necessary to cause the payments by each Non-Adverse Company to USOP pursuant to Section 10 of the Tax Allocation Agreement as of any date, adjusted for payments received from the Adverse Company under Section 2(a) through 2(d) hereof and for payments made to, or received from, any other Non-Adverse Company under this Section 2(e), to be in proportion to the Non-Adverse Companies’ respective Market Capitalizations.SECTION 3 DISPUTE RESOLUTIONAny dispute, controversy or claim between the Companies or any of their respective Subsidiaries arising out of or relating to thisAgreement shall be resolved (and costs shall be apportioned) pursuant to the procedures set forth in Article IX of the Distribution Agreement.SECTION 4 CHOICE OF LAW; SUCCESSORS AND ASSIGNSThis Agreement shall be governed by and construed in accordance with the internal laws of the State of _________(PLACENAME) applicable to contracts made and to be performed entirely within such state, without regard to the conflicts of law principles of such state.The provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Companies and their respective successors and permitted assigns.SECTION 5 ENTIRE AGREEMENT AND MODIFICATIONSThis Agreement contains the entire agreement among the Companies with respect to the subject matter hereof and supersedes all prior written Tax Indemnification agreements, memoranda,negotiations and oral understandings, if any, and may not be amended, supplemented or discharged except by performance or by an instrument in writing signed by all of the Companies.SECTION 6 COUNTERPARTSThis Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.IN WITNESS WHEREOF, the Companies have duly executed this Agreement as of the date first above written.AAA, INC. BBB, INC.By:_________ By:_________Name:_________ Name:_________Title:_________ Title:_________Seal SealAttest:_________ Attest:_________ CCC, INC. DDD, INC.By:_________ By:_________ Name:_________ Name:_________ Title:_________ Title:_________Seal SealAttest:_________ Attest:_________。

补偿协议1

补偿协议甲方（违约方）： [甲方全称]乙方（受害方）： [乙方全称]鉴于甲方与乙方于[签订日期]签订了编号为[合同编号]的合同，甲方未能按照合同约定履行其义务，导致乙方遭受了损失。

为了妥善解决双方的纠纷，经双方协商一致，达成如下补偿协议：第一条补偿原因甲方承认由于[违约原因]未能履行合同约定的义务，给乙方造成了损失。

第二条补偿金额甲方同意向乙方支付补偿金共计[金额]元（大写：[金额大写]），作为对乙方因甲方违约而遭受损失的补偿。

第三条补偿方式甲方应于本协议签订之日起[支付期限]内，将补偿金一次性支付给乙方。

支付方式为[支付方式，如银行转账、现金等]。

第四条补偿期限甲方应在本协议约定的期限内完成补偿金的支付。

逾期未支付的，甲方应按照每日[逾期利率]的比例向乙方支付违约金。

第五条协议的变更和解除本协议一经双方签字盖章后生效，未经双方书面同意，任何一方不得擅自变更或解除本协议。

第六条争议解决因履行本协议所发生的任何争议，双方应首先通过友好协商解决；协商不成的，任何一方均可向[约定的仲裁机构或法院]提起仲裁或诉讼。

第七条其他本协议未尽事宜，双方可另行协商解决。

本协议一式两份，甲乙双方各执一份，具有同等法律效力。

甲方（盖章）：_________________ 日期：____年__月__日乙方（盖章）：_________________ 日期：____年__月__日请注意，上述内容仅为示例，实际的补偿协议应根据具体情况和双方的协商结果来制定。

在签订任何法律文件之前，建议咨询专业律师以确保协议的合法性和有效性。

补偿协议英文

补偿协议英文1. 引言本补偿协议（以下简称“协议”）由甲方（以下简称“乙方”）和乙方（以下简称“甲方”）共同签署，旨在明确双方在特定情况下的补偿责任和义务。

本协议适用于双方之间的任何补偿事项，包括但不限于合同违约、侵权或其他产生损失的情况。

2. 义务和责任根据本协议，乙方承担以下补偿义务：2.1 合同违约如果甲方违反了双方签署的合同条款，并导致乙方遭受损失或损害，甲方应对乙方进行全额补偿。

补偿金额应包括直接损失和间接损失，例如诉讼费用、律师费用等。

甲方应在收到乙方书面通知后的三十（30）天内进行支付。

2.2 侵权行为如果甲方侵犯了乙方的知识产权、商业秘密或其他法律保护的权益，并给乙方造成经济损失，甲方应对乙方进行全额补偿。

补偿金额应根据损失程度确定，包括停止侵权行为并赔偿已经造成的损失。

甲方应在乙方提出补偿要求后的三十（30）天内支付补偿款项。

2.3 第三方索赔如果任何第三方对甲方提起诉讼或索赔，并要求乙方承担责任，甲方应与乙方合作，采取一切必要的措施进行辩护，并承担因此产生的诉讼费用、律师费用等。

如果判决结果确认乙方需要向第三方支付补偿款项，甲方应在收到乙方书面通知后的三十（30）天内进行支付。

3. 补偿请求和支付补偿请求应以书面形式发送给违约方。

书面请求应清楚说明违约事项、补偿金额和时间要求。

如果补偿请求合理且符合本协议约定的情况，违约方应在收到书面请求后的三十（30）天内支付补偿款项。

4. 争议解决双方应友好协商解决因本协议引起的任何争议或纠纷。

如果协商无法解决争议，双方同意将争议提交至仲裁机构进行仲裁，并接受仲裁结果的最终裁决。

5. 不可抗力在遭受不可抗力事件影响时，双方对于因此而产生的任何延迟或遗失不承担责任。

不可抗力事件包括但不限于自然灾害、战争、恐怖袭击等。

6. 适用法律本协议受相关国家法律的管辖，并根据该法律解释。

7. 效力和修改本协议自双方签署之日起生效，具有法律效力。

任何对本协议的修改和补充应以双方书面形式达成一致。

补偿协议合同范本

补偿协议合同范本一、协议主体1.1 甲方：【甲方全称】，统一社会信用代码：【甲方代码】，地址：【甲方地址】。

1.2 乙方：【乙方全称】，身份证号：【乙方身份证号】，地址：【乙方地址】。

二、补偿事项2.1 甲方因【事项】对乙方造成了一定的损失，为弥补乙方损失，甲方同意按照本协议约定的方式对乙方进行补偿。

2.2 补偿范围：甲方应对乙方因【事项】产生的直接经济损失进行补偿。

三、补偿金额及支付方式3.1 补偿金额：经甲乙双方协商一致，甲方应支付给乙方的补偿金额为人民币【金额】元（大写：【金额】元整）。

3.2 支付方式：甲方应在签订本协议之日起【支付期限】内，将补偿金额一次性支付至乙方指定的银行账户。

四、补偿期限4.1 甲方应在【事项】发生后【补偿期限】内，按照本协议约定的方式向乙方支付补偿金额。

4.2 乙方应在收到甲方支付的补偿金额后，签署收据并确认收到。

五、协议生效及终止5.1 本协议自甲乙双方签字（或盖章）之日起生效。

5.2 本协议在甲方履行完毕补偿义务后自动终止。

六、争议解决6.1 若甲乙双方在履行本协议过程中产生争议，应通过友好协商解决。

6.2 若协商不成，任何一方均可向有管辖权的人民法院提起诉讼。

七、其他事项7.1 本协议一式两份，甲乙双方各执一份。

7.2 本协议未尽事宜，可由甲乙双方另行签订补充协议。

名词解释：1. 事项：指甲乙双方因【具体事项】产生的权益关系。

2. 补偿金额：指甲方为弥补乙方因【事项】产生的直接经济损失而应支付的金额。

3. 支付期限：指甲方应在协议生效后的一定期限内支付补偿金额的时间。

4. 收据：指乙方在收到甲方支付的补偿金额后，签署的确认收到的凭证。

5. 补充协议：指甲乙双方在原协议基础上，对未尽事宜进行补充约定的协议。

甲方（盖章）：乙方（签字）：签订日期：【签订日期】。

补偿协议合同范本

补偿协议合同范本甲方（补偿方）：法定代表人：地址：联系电话：乙方（被补偿方）：法定代表人：地址：联系电话：一、补偿事项甲方同意对乙方因[相关事件或情况]所遭受的损失进行补偿。

具体补偿内容包括但不限于[详细列出补偿的项目、金额或方式等]。

二、补偿金额及支付方式1. 甲方应向乙方支付的补偿总金额为[具体金额]。

2. 支付方式为：[具体说明支付的时间、方式等，如一次性支付、分期支付等]。

三、补偿期限甲方应在[约定的补偿期限]内完成补偿款项的支付。

四、双方权利与义务1. 甲方应按照本协议约定及时、足额支付补偿款项。

2. 乙方应提供与补偿事项相关的真实、准确的资料和证明文件，协助甲方进行补偿事宜的核实和办理。

3. 双方均应对本协议内容及涉及的相关信息予以保密，未经对方书面同意，不得向第三方披露。

五、违约责任1. 若甲方未按照本协议约定支付补偿款项，每逾期一日，应按照未支付金额的[约定的违约金比例]向乙方支付违约金。

2. 若乙方提供虚假资料或阻碍甲方核实补偿事宜，甲方有权扣除相应的补偿款项，并要求乙方承担因此造成的损失。

六、争议解决本协议的履行过程中如发生争议，双方应通过友好协商解决；协商不成的，任何一方均可向有管辖权的人民法院提起诉讼。

七、其他条款1. 本协议自双方签字（盖章）之日起生效，一式两份，甲乙双方各执一份，具有同等法律效力。

2. 本协议未尽事宜，可由双方另行签订补充协议，补充协议与本协议具有同等法律效力。

甲方（盖章）：__________________法定代表人（签字）：______________签订日期：______年____月____日乙方（盖章）：__________________法定代表人（签字）：______________签订日期：______年____月____日。

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