OFFICER/DIRECTOR INDEMNIFICATION AGREEMENT
THIS AGREEMENT ("Agreement") is entered into and effective this ____ day of
_______, 1998, by and between Centrex, Inc., an Oklahoma corporation
("Corporation"), and ________________, ("Indemnified Party").
WHEREAS, the Board of Directors has determined that it is in the best
interest of the Corporation and its shareholders to agree to indemnify
Indemnified Party (who is a Director and/or Officer of the Corporation) from and
against certain liabilities for actions taken by the Indemnified Party during
the performance of tasks for the Corporation.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt, adequacy and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Indemnification. The Corporation hereby agrees to indemnify and hold
harmless Indemnified Party to the maximum extent possible under all applicable
laws against any and all claims, demands, debts, duties, liabilities, judgments,
fines and amounts paid in settlement and expenses (including attorneys' fees and
expenses) actually and reasonably incurred by Indemnified Party in connection
with the investigation, defense, negotiation and settlement of any such claim or
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including an action by or in the
right of the Corporation) to which Indemnified Party is or becomes a party, or
is threatened to be made a party, by reason of the fact that Indemnified Party
is an officer or a director of the Corporation or any of its subsidiaries.
2. Limitations on Indemnity. No indemnity pursuant to this Agreement
shall be made by the Corporation:
(a) For the amount of such losses for which the Indemnified
Party is indemnified pursuant to any insurance purchased and
maintained by the Corporation; or
(b) In respect to remuneration paid to Indemnified Party if it
shall be determined by a final judgment or other final
adjudication that such remuneration was in violation of law;
or
(c) On account of any suit in which judgment is rendered against
Indemnified Party for an accounting of profits made (i) for
an improper personal profit without full and fair disclosure
to the Corporation of all material conflicts of interest and
not approved thereof by a majority of the disinterested
members of the Board of Directors of the Corporation; or
(ii) from the purchase or sale by Indemnified Party of
securities of the 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 law; or
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(d) On account of Indemnified Party's conduct which is finally
determined to have been knowingly fraudulent, deliberately
dishonest or willfully in violation of applicable law for
which the corporation suffered actual financial damages; or
(e) If a final decision by a court having jurisdiction in the
matter shall determine that such indemnification is not
lawful.
3. Continuation of Indemnity. All agreements and obligations of the
Corporation contained herein shall continue during the period Indemnified Party
is an officer or director of the Corporation or a subsidiary and thereafter so
long as Indemnified Party shall be subject to any possible claim or threatened,
pending or completed action, suit or proceeding, whether civil, criminal or
investigative, by reason of the fact that Indemnified Party was an officer or a
director of the Corporation or any subsidiary.
4. Notification and Defense of Claim. Within 30 days after receipt by
Indemnified Party of notice of any claim or any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, in which Indemnified Party has a right to Indemnification
hereunder, Indemnified Party will notify the Corporation of the commencement
thereof. With respect to any such action, suit or proceeding as to which
Indemnified Party notifies the Corporation of the commencement thereof:
(a) The Corporation will be entitled to participate therein at
its own expense; and
(b) Except as otherwise provided below, to the extent that it
may wish, the Corporation jointly with any other
indemnifying party will be entitled to assume the defense
thereof, with counsel satisfactory to Indemnified Party.
After notice from the Corporation to Indemnified Party of
its election to assume the defense thereof, the Corporation
will not be liable to Indemnified Party under this Agreement
for any legal or other expenses subsequently incurred by
Indemnified Party in connection with the defense thereof
other than reasonable costs of investigation or as otherwise
provided below. Indemnified Party shall have the right to
employ counsel in such action, suit or proceeding, but the
fees and expenses of such counsel incurred after notice from
the Corporation of its assumption of the defense thereof
shall be at the expense of Indemnified Party, unless (i) the
employment of counsel by Indemnified Party has been
authorized by the Corporation, (ii) Indemnified Party shall
have reasonably concluded that there may be a conflict of
interest between the Corporation and Indemnified Party in
the conduct of the defense of such action, (iii) the
Corporation shall not in fact have employed counsel to
assume the defense of such action, in each of which cases
the fees and expenses of counsel shall be at the expense of
the Corporation, or (iv) unless the Indemnified Party
reasonably and in good faith asserts defenses and
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theories of defense not asserted by the Corporation. The
Corporation shall not be entitled to assume the defense of
any action, suit or proceeding brought by or on behalf of
the Corporation or as to which Indemnified Party shall have
made the conclusion provided for in (ii) or (iv) above.
(c) Either party may settle any matter, without the consent of
the other, but in such event, the indemnification provided
for herein shall be of no force or effect with respect to
such settlement. The Corporation shall not be liable to
indemnify Indemnified Party under this Agreement for any
amounts paid in settlement of any action or claim effected
without the Corporation's written consent. The Corporation
shall not settle any action or claim in any manner which
would impose any penalty or limitation on Indemnified Party
without Indemnified Party's written consent. Neither the
Corporation or Indemnified Party will unreasonably withhold
their consent to any proposed settlement.
5. Repayment of Expenses. Indemnified Party agrees that Indemnified
Party will reimburse the Corporation for all reasonable expenses paid by the
Corporation in defending any civil or criminal action, suit or proceeding
against Indemnified Party in the event and only to the extent that Indemnified
Party is finally determined that Indemnified Party is not entitled to be
indemnified by the Corporation for such expenses under the Corporation's charter
or bylaws, this Agreement or under applicable law.
6. Enforcement.
(a) The Corporation expressly confirms and agrees that it
has entered into this Agreement and assumed the
obligations imposed on the Corporation hereby in
order to induce Indemnified Party to serve as an
officer and/or director of the Corporation or any
subsidiary thereof, and acknowledges that Indemnified
Party is relying upon this Agreement as part of the
consideration for so acting.
(b) In the event Indemnified Party is required to bring
any action to enforce rights or to collect moneys due
under this Agreement and is successful in such
action, the Corporation shall reimburse Indemnified
Party for all of Indemnified Party's reasonable
attorneys' and other fees and expenses in bringing
and pursing such action.
7. Severability. Each of the provisions of this Agreement is a separate
and distinct agreement and independent of the others, so that if any provision
hereof shall be held to be invalid or unenforceable for any reason, such
invalidity or unenforceability shall not affect the validity or enforceability
of the other provisions hereof.
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8. Governing Law; Binding Effect; Amendment and Termination.
(a) This Agreement shall be interpreted and enforced in
accordance with the laws of the State of Oklahoma.
(b) Party and upon the Corporation, its successors and
assigns, and shall inure to the benefit of
Indemnified Party, his heirs, personal
representatives and assigns and to the benefit of the
Corporation, its successors and assigns.
(c) No amendment, modification, termination or change of
this Agreement shall be effective unless it is signed
by both parties hereto.
9. Additional Rights. This Agreement is in addition to, and not in lieu
of, any other right to indemnification under the Corporation's corporate
charter, bylaws, insurance contracts or otherwise at law or in equity.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
and as of the day and year first above written.
CENTREX, INC.
By: ______________________________
Gifford M. Mabie, President and
Chief Executive Officer
Indemnified Party:
Name: _________________________
Title: ________________________
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