Exhibit 10.9
FORM OF
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], [ ] between SailPoint, 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 / 14] 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, restated, modified, and/or supplemented from to time, the “Bylaws”) require indemnification of the directors and officers of the Company;
WHEREAS, the certificate of incorporation of the Company (as amended, restated, modified, and/or supplemented from to time, the “Charter”), the Bylaws and the General Corporation Law of the State of Delaware (the “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 have certain rights to indemnification, advancement of Expenses, and/or insurance provided by Thoma Bravo, which the Indemnitee, the Company, and Thoma Bravo intend to be secondary to the primary obligation of the Company to indemnify the Indemnitee as provided herein, with the Company’s acknowledgment of and agreement to the foregoing being a material condition to the Indemnitee’s willingness to serve as a director and/or officer of the Company; 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.