INDEMNIFICATION AGREEMENT
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INDEMNIFICATION AGREEMENT (the "Agreement") made this ______ day of
______________, 19__, between AGRIBRANDS INTERNATIONAL, INC., a Missouri
corporation (the "Company") and ("Officer").
WHEREAS, Officer is a Corporate Officer of the Company, and in such
capacity is performing a valuable service for Company; and
WHEREAS, the Company's Restated Articles of Incorporation (the
"Articles") permit the indemnification of directors, officers, employees and
certain agents of the Company, and indemnification is also authorized by
Section 351.355 of the Missouri Revised Statutes 1978, as amended to date (the
"Indemnification Statute"); and
WHEREAS, the Articles and the Indemnification Statute permit full
indemnification of officers absent knowingly fraudulent, deliberately
dishonest or willful misconduct; and
WHEREAS, in order to induce Officer to continue to serve as a Corporate
Officer of the Company, Company has determined and agreed to enter into this
contract with Officer;
NOW THEREFORE, in consideration of Officer's continued service as a
Corporate Officer after the date hereof, the Company and Officer agree as
follows:
1. Indemnity of Officer. Company hereby agrees to hold harmless and
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indemnify Officer to the full extent authorized or permitted by the provisions
of the Indemnification Statute, or by any amendment thereof, or any other
statutory provisions authorizing or permitting such indemnification which is
adopted after the date hereof.
2. Additional Indemnity. Subject to the exclusions set forth in
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Section 3 hereof, Company further agrees to hold harmless and indemnify
Officer against any and all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement, actually and reasonably incurred by
Officer in connection with any threatened, pending or completed action, claim,
suit or proceeding, whether civil, criminal, administrative or investigative
(including an action by or in the right of the Company) to which Officer is,
was or at any time becomes a party, or is threatened to be made a party, by
reason of the fact that Officer is, was or at any time whether before or after
the date of this Agreement) becomes a director, officer, employee or agent of
the Company, or is or was serving or at any time serves at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.
3. Limitations on Additional Indemnity.No indemnity pursuant to Section 2
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hereof shall be paid by Company:
(a) Except to the extent the aggregate of losses to be indemnified
thereunder exceeds the amount of such losses for which the Officer is
indemnified pursuant to Section 1 hereof or pursuant to any insurance policies
or other comparable policies purchased and maintained by the Company;
(b) In respect to remuneration paid to Officer if it shall be finally
judicially adjudged that such remuneration was in violation of law;
(c) On account of any suit for an accounting of profits made from the
purchase or sale by Officer of securities of the Company pursuant to the
provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended
or similar provisions of any state or local statutory law;
(d) On account of Officer's conduct which is finally judicially
adjudged to have been knowingly fraudulent, deliberately dishonest or willful
misconduct;
(e) If a final decision by a Court having jurisdiction in the matter
(all appeals having been denied or none having been taken) shall determine
that such indemnification is not lawful.
4. Continuation of Indemnity. All agreements and obligations of
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Company contained herein shall continue during the period Officer is a
Corporate Officer of Company and shall continue thereafter so long as Officer
shall be subject to any possible claim or threatened, pending or completed
action or claim, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that Officer was a Corporate Officer
of the Company or was serving in any other capacity referred to herein.
5. Notification and Defense of Claim. Promptly after receipt by
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Officer of notice of the commencement of any action, claim, suit or proceeding
against her by reason of her status as a director, officer, employee or agent,
Officer will notify Company of the commencement thereof; provided, however,
that the omission to so notify Company will not relieve Company from any
liability which it may have to Officer under this Agreement unless and to the
extent that Company's rights are prejudiced by such failure. With respect to
any such action, claim, suit or proceeding as to which Officer notifies
Company of the commencement thereof:
(a) Company will be entitled to participate therein at its own
expense; and,
(b) Except as otherwise provided below, to the extent that it may wish,
Company jointly with any other party will be entitled to assume the defense
thereof, with counsel satisfactory to Officer. After notice from Company to
Officer of its election to so assume the defense thereof, Company will not be
liable to Officer under this Agreement for any legal or other expenses
subsequently incurred by Officer in connection with the defense thereof unless
Officer shall have reasonably concluded that there may be a conflict of
interest between Company and Officer in the conduct of the defense of such
action, in which case, Company shall not be entitled to assume the defense of
any action, claim, suit or proceeding brought by or on behalf of Company;
(c) Company shall not be liable to indemnify Officer under this
Agreement for any amounts paid in settlement of any action or claim effected
without its written consent. Company shall not settle any action or claim in
any manner which would impose any penalty or limitation on Officer without
Officers written consent. Neither Company nor Officer will unreasonably
withhold their consent to any proposed settlement.
6. Advancement and Repayment of Expenses.
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(a) To the extent that the Company assumes the defense of any action,
claim, suit or proceeding against Officer, Officer agrees that she will
reimburse Company for all reasonable expenses paid by Company in defending any
civil or criminal action, claim, suit or proceeding against Officer in the
event and only to the extent that it shall be ultimately judicially determined
that Officer is not entitled to be indemnified by Company for such expenses
under the provisions of the Indemnification Statute, the Articles, this
Agreement or otherwise.
(b) To the extent that the Company does not assume the defense of any
action, claim, suit or proceeding against Officer, Company shall advance to
Officer all reasonable expenses, including all reasonable attorneys' fees,
retainers, court costs, transcript costs, fees of experts, witness fees,
travel expenses, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees, and all other disbursements or
expenses of the types customarily incurred in connection with defending,
preparing to defend or investigating any civil or criminal action, suit or
proceeding, within twenty days after the receipt by Company of a statement or
statements from Officer requesting such advance or advances, whether prior to
or after final disposition of such action, suit or proceeding. Such statement
or statements shall reasonably evidence the expenses incurred by Officer and
shall include or be preceded or accompanied by an undertaking by or on behalf
of Officer to repay all of such expenses advanced if it shall be ultimately
judicially determined that Officer is not entitled to be indemnified against
such expenses. Any advances and undertakings to repay pursuant to this
paragraph shall be unsecured and interest free.
7. Enforcement.
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(a) Company expressly confirms and agrees that it has entered into
this Agreement and assumed the obligations imposed on Company hereby in order
to induce Officer to continue to serve as a Corporate Officer of Company, and
acknowledges that Officer is relying upon this Agreement in continuing in such
capacity.
(b) In the event Officer is required to bring any action to enforce
rights or to collect moneys due under this Agreement and is successful in such
action, Company shall reimburse Officer for all of Officer's reasonable fees
and expenses in bringing and pursuing such action.
8. Separability. Each of the provisions of this Agreement is a
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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.
9. Governing Law; Binding Effect; Amendment and Termination.
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(a) This Agreement shall be interpreted and enforced in accordance
with the laws of the State of Missouri.
(b) This Agreement shall be binding upon Officer and upon Company,
its successors and assigns, and shall inure to the benefit of Officer, his or
her heirs, personal representatives and assigns, and to the benefit of
Company, its successors and assigns.
(c) No amendment, modification, termination or cancellation of this
Agreement shall be effective unless signed in writing by both parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
and as of the day and year first above written.
AGRIBRANDS INTERNATIONAL, INC.
By:_____________________________
OFFICER
By:_____________________________