Exhibit 10.133
INDEMNITY AGREEMENT
This Indemnity Agreement (this “Agreement”), dated as of August __, 2022, is made by and between SMITH & WESSON BRANDS, INC., a Nevada corporation (the “Corporation”), and the undersigned who is either a director, an officer, a director and officer, or Agent of the Corporation (the “Indemnitee”), with this Agreement to be deemed effective as of the date that the Indemnitee first became director, officer, or Agent of the Corporation.
RECITALS
A. WHEREAS, the Corporation is aware that competent and experienced persons are reluctant to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance and indemnification, due to the exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;
B. WHEREAS, the Board of Directors of the Corporation (the “Board”) has concluded that, to retain and attract talented and experienced individuals to serve as officers and directors of the Corporation, it is necessary for the Corporation contractually to indemnify officers and directors and to assume for itself maximum liability for Expenses (as defined in Section 1.4) and damages in connection with claims against such officers and directors in connection with their service to the Corporation;
C. WHEREAS, Indemnitee is a director and/or an officer of the Corporation or an Agent to the Corporation or the Corporation expects Indemnitee to join the Corporation as a director and/or an officer of the Corporation or Agent to the Corporation;
D. WHEREAS, in recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s service and/or continued services as a director and/or officer of the Corporation or Agent of the Corporation and to enhance Indemnitee’s ability to serve the Corporation in an effective manner, and in order to provide protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things, any amendment to the Corporation’s articles of incorporation or bylaws (collectively, the “Constituent Documents”), any change in the composition of the Board or any change in control or business combination transaction relating to the Corporation), the Corporation wishes to provide in this Agreement for the indemnification of, and the advancement of Expenses (as defined in Section 1.4 below) to, Indemnitee as set forth in this Agreement and for the coverage or continued coverage of Indemnitee under the Corporation’s directors’ and officers’ liability insurance policies.
E. WHEREAS, this Agreement shall supersede and replace all prior indemnity agreements, if any, between Indemnitee and the Corporation or any of its subsidiaries.
NOW, THEREFORE, in consideration of the foregoing and the Indemnitee’s Agreement to provide or to continue to provide services to the Corporation, the parties agree as follows:
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have entered into this Indemnity Agreement effective as of the date first written above.
SMITH & WESSON BRANDS, INC., INDEMNITEE
a Nevada corporation
By:
Name: [Print Name of Indemnity]
Title:
[Signature of Indemnity]
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EXHIBIT A
FORM OF UNDERTAKING FOR ADVANCEMENT OF EXPENSES
[DATE]
Attn:
SMITH & WESSON BRANDS, INC.,
[Address]
Re: Undertaking to Repay Advancement of Expenses.
Ladies and Gentlemen:
This undertaking is being provided pursuant to that certain Indemnification Agreement, dated [DATE], by and between SMITH & WESSON BRANDS, INC., a Nevada corporation (the “Corporation”), and the undersigned as Indemnitee (the “Indemnification Agreement”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Indemnification Agreement. Pursuant to the Indemnification Agreement, among other things, I am entitled to the advancement of Expenses paid or incurred in connection with Proceeding.
I have become subject to [DESCRIPTION OF PROCEEDING] (the proceeding) based on my status as [TITLE] of the Corporation/alleged actions or failures to act in my capacity as [TITLE] of the Corporation. This undertaking also constitutes notice to the Corporation of the proceeding pursuant to Section 7 of the Indemnification Agreement. The following is a brief description of the [current status of the] proceeding:
[DESCRIPTION OF PROCEEDING]
Pursuant to Section 6 of the Indemnification Agreement, I hereby request an Expense advancement in connection with the proceeding. The Expenses for which advances are requested are as follows:
[DESCRIPTION OF EXPENSES]
In connection with the request for Expense advancement set out above, I hereby undertake to repay any amounts paid, advanced or reimbursed by the Corporation for such Expense advancement to the extent that it is ultimately determined that I am not entitled to indemnification under the Indemnification Agreement.
This undertaking shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to the principles of conflicts of laws thereof.
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| Very truly yours,
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________________ Name: Title:
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cc: Corporate Secretary
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