Exhibit 10.55
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [•], 2024 between Ferguson Enterprises Inc., a Delaware corporation (the “Company”), and [•] (the “Indemnitee”). Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 13 hereof.
WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;
WHEREAS, the Bylaws of the Company (as amended or restated, the “Bylaws”) require indemnification of the officers and directors of the Company.
WHEREAS, the Bylaws and the General Corporation Law of the State of Delaware (“DGCL”) expressly contemplate that contracts may be entered into between the Company and members of the Board of Directors of the Company (the “Board”), officers of the Company and other persons with respect to indemnification and advancement of expenses;
WHEREAS, the uncertainties relating to insurance and indemnification have increased the difficulty of attracting and retaining directors and officers;
WHEREAS, the Board has determined that the increased difficulty in attracting and retaining directors and officers is detrimental to the best interests of the Company and its stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, it is reasonable, prudent and necessary for the Company to indemnify, and to advance expenses on behalf of, the Company’s directors and officers to the Fullest Extent Permitted By Applicable Law; and
WHEREAS, the Indemnitee may not be willing to serve or continue to serve as an officer or director without adequate protection, and the Company desires the Indemnitee to serve or continue to serve in such capacity.
NOW, THEREFORE, each party hereto, intending to be legally bound hereby, agree as follows:
1. | Indemnity of the Indemnitee. On the terms and subject to the conditions set forth in this Agreement, the Company hereby agrees to hold harmless and indemnify the Indemnitee to the Fullest Extent Permitted By Applicable Law. In furtherance of the foregoing indemnification, and without limiting the generality thereof: |
| (a) | Proceedings Other Than Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if the Indemnitee has been, is, or is threatened to be made, a party to or participant in, or otherwise becomes involved in, any Proceeding other than a Proceeding by or in the right |