EXHIBIT 10.3
INDEMNIFICATION AGREEMENT
FOR RAVENSWOOD WINERY, INC.
RAVENSWOOD WINERY, INC.
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (this "Agreement") is made and entered
into as of ________________, by and between Ravenswood Winery, Inc., a
California corporation (the "Company"), and ___________________________
("Indemnitee").
RECITALS
The Company and Indemnitee recognize the increasing difficulty in
obtaining directors' and officers' liability insurance, the significant
increases in the cost of such insurance and the general reductions in the
coverage of such insurance;
The Company and Indemnitee further recognize the substantial increase in
corporate litigation in general, subjecting officers and directors to expensive
litigation risks at the same time as the availability and coverage of liability
insurance has been severely limited;
Indemnitee does not regard the current protection available as adequate
under the present circumstances, and Indemnitee and other officers and directors
of the Company may not be willing to continue to serve as officers and directors
without additional protection; and
The Company desires to attract and retain the services of highly
qualified individuals, such as Indemnitee, to serve as officers and directors of
the Company and to indemnify its officers and directors so as to provide them
with the maximum protection permitted by law.
The Company and Indemnitee hereby agree as follows:
1. Indemnification.
(a) Third Party Proceedings. The Company shall indemnify
Indemnitee if Indemnitee is or was a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Company) by reason of the fact that Indemnitee is or was a
director, officer, employee, consultant or agent of the Company, or any
subsidiary of the Company, by reason of any action or inaction on the part of
Indemnitee while an officer, director, employee, consultant or agent, or by
reason of the fact that Indemnitee is or was serving at the request of the
Company as a director, officer, employee, consultant or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), liabilities, losses, judgments, fines,
settlements (if such settlement is approved in advance by the Company, which
approval shall not be unreasonably withheld or delayed) and other amounts
actually and reasonably incurred by Indemnitee in connection with such action,
suit or proceeding, if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in the best interests of the Company, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
Indemnitee's conduct was unlawful. The
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termination of any action or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that Indemnitee did not act in good faith and in a
manner which Indemnitee reasonably believed to be in the best interests of the
Company, or, with respect to any criminal action or proceeding, had reasonable
cause to believe that Indemnitee's conduct was unlawful.
(b) Proceedings By or in the Right of the Company. The Company
shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding by or in the right of the Company or any subsidiary of the Company to
procure a judgment in its favor by reason of the fact that Indemnitee is or was
a director, officer, employee, consultant or agent of the Company, or any
subsidiary of the Company, by reason of any action or inaction on the part of
Indemnitee while an officer, director, employee, consultant or agent, or by
reason of the fact that Indemnitee is or was serving at the request of the
Company as a director, officer, employee, consultant or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), liabilities, losses, judgments, fines,
settlements (if such settlement is approved in advance by the Company, which
approval shall not be unreasonably withheld or delayed) and other amounts
actually and reasonably incurred by Indemnitee in connection with the defense or
settlement of such action, suit or proceeding, if Indemnitee acted in good faith
and in a manner Indemnitee reasonably believed to be in the best interests of
the Company and its shareholders, except that no indemnification shall be made
in respect of any claim, issue or matter as to which Indemnitee shall have been
adjudged to be liable to the Company in the performance of Indemnitee's duty to
the Company and its shareholders unless and only to the extent that the court in
which such action or proceeding is or was pending shall determine upon
application that, in view of all the circumstances of the case, Indemnitee is
fairly and reasonably entitled to indemnity for expenses and then only to the
extent that the court shall determine.
(c) Mandatory Payment of Expenses. To the extent that
Indemnitee has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1(a) or 1(b) herein or the
defense of any claim, issue or matter therein, Indemnitee shall be indemnified
against all expense, liability or loss (including attorneys' fees) actually and
reasonably incurred by Indemnitee in connection therewith.
2. Agreement to Serve. Indemnitee agrees to serve in the capacity set
forth on the signature page of this Agreement. Indemnitee may at any time and
for any reason resign from such position (subject to any other contractual
obligation or any obligation imposed by operation of law). The Company shall
have no obligation under this Agreement to continue Indemnitee in any position
with the Company.
3. Expense Advances; Indemnification Procedure.
(a) Advancement of Expenses. The Company shall make Expense
Advances to Indemnitee upon receipt of a written undertaking by or on behalf of
the Indemnitee to repay such amounts if it shall ultimately be determined that
Indemnitee is not entitled to be indemnified therefor by the Company. Any
written undertaking by Indemnitee to repay such
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Expense Advances hereunder shall be unsecured and no interest shall be charged
thereon. The Expense Advances to be made hereunder shall be paid by the Company
to Indemnitee within ten (10) days following delivery of a written request
therefor by Indemnitee to the Company. The Expense Advances referred to in this
Section 3(a) do not include amounts actually paid in settlement of any such
action or proceeding; the parties hereto acknowledge that this Section 3(a)
provides for the advancement of expenses and that indemnification for amounts
paid in settlement of any action or proceeding is governed by Section 1 hereof.
(b) Determination of Conduct. Any indemnification (unless
ordered by a court) shall be made by the Company only as authorized in the
specific case upon a determination that indemnification of Indemnitee is proper
under the circumstances because Indemnitee has met the applicable standard of
conduct set forth in Sections 1(a) or 1(b) herein. Such determination shall be
made by any of the following: (1) the Board of Directors (or by an executive
committee thereof) by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, (2) if such a quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested directors so
directs, by Independent Legal Counsel in a written opinion rendered to
Indemnitee and the Company, (3) the shareholders, with the shares owned by
Indemnitee not being entitled to vote thereon, or (4) the court in which such
proceeding is or was pending upon application made by the Company or Indemnitee
or the attorney or other person rendering service in connection with the
defense, whether or not such application by Indemnitee, the attorney or the
other person is opposed by the Company; provided, however, that if there has
been a Change in Control since the date of this Agreement, such determination
shall be made by Independent Legal Counsel, in a written opinion rendered to
Indemnitee and the Company.
To the extent Independent Legal Counsel is utilized to make
such determination, the Company hereby agrees to abide by the decision of the
Independent Legal Counsel. The Company agrees to pay the reasonable fees of the
Independent Legal Counsel referred to above and to indemnify fully such counsel
against any and all expense, liability or loss (including attorneys' fees)
arising out of or relating to this Agreement. Notwithstanding any other
provision of this Agreement, the Company shall not be required to pay expenses
of more than one Independent Legal Counsel in connection with all matters
concerning a single Indemnitee, and such Independent Legal Counsel shall be the
Independent Legal Counsel for any or all other Indemnitees, unless (i) the
Company otherwise determines, or (ii) any Indemnitee shall submit a written
statement to the Company setting forth in detail a reasonable objection to such
Independent Legal Counsel representing other Indemnitees.
(c) Notice/Cooperation by Indemnitee. Indemnitee shall, as a
condition precedent to his right to be indemnified under this Agreement, or
Indemnitee's right to receive Expense Advances under this Agreement, give the
Company notice in writing as soon as practicable of any claim made against
Indemnitee for which indemnification will or could be sought under this
Agreement. Notice to the Company shall be directed to the Chief Executive
Officer of the Company at the address shown on the signature page of this
Agreement (or such other address as the Company shall designate in writing to
Indemnitee). Notice shall be deemed received three business days after the date
postmarked if sent by domestic certified or registered
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mail, properly addressed; otherwise notice shall be deemed received when such
notice shall actually be received by the Company. In addition, Indemnitee shall
give the Company such information and cooperation as it may reasonably require
and as shall be within Indemnitee's power. So long as the Company shall not be
prejudiced thereby, the failure to notify the Company under this Section 3(c)
shall not affect the Company's obligation to indemnify Indemnitee under this
Agreement.
(d) Procedure. Any indemnification provided for in Section 1
hereof, under any statute, or under any provision of the Company's Articles of
Incorporation or Bylaws providing for indemnification, shall be made no later
than thirty (30) days after receipt of the written request of Indemnitee. If
such indemnification is not paid in full by the Company within thirty (30) days
after a written request for payment thereof has first been received by the
Company, Indemnitee may, but need not, at any time thereafter, bring an action
against the Company to recover the unpaid amount of the claim and, subject to
Section 13 of this Agreement, Indemnitee shall also be entitled to be paid for
the expenses (including attorneys' fees) of bringing such action. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in connection with any action or proceeding in advance of its
final disposition) that Indemnitee has not met the standards of conduct which
make it permissible under applicable law for the Company to indemnify Indemnitee
for the amount claimed, but the burden of proving such defense by clear and
convincing evidence shall be on the Company, and Indemnitee shall be entitled to
receive Expense Advances pursuant to Subsection 3(a) unless and until such
defense may be finally adjudicated by court order or judgment from which no
further right of appeal exists. It is the parties' intention that if the Company
contests Indemnitee's right to indemnification, the question of Indemnitee's
right to indemnification shall be for the court to decide, and neither the
failure of the Company (including its Board of Directors, any committee or
subgroup of the Board of Directors, Independent Legal Counsel or its
shareholders) to have made a determination that indemnification of Indemnitee is
proper in the circumstances because Indemnitee has met the applicable standard
of conduct required by applicable law, nor an actual determination by the
Company (including its Board of Directors, any committee or subgroup of the
Board of Directors, Independent Legal Counsel or its shareholders) that
Indemnitee has not met such applicable standard of conduct, shall create a
presumption that Indemnitee has or has not met the applicable standard of
conduct.
(e) Notice to Insurers. If, at the time of the receipt of a
notice of a claim pursuant to Section 3(c) hereof, the Company has directors'
and officers' liability insurance in effect, the Company shall give prompt
notice of the commencement of such proceeding to the insurers in accordance with
the procedures set forth in the respective policies. The Company shall
thereafter use commercially reasonable efforts to cause such insurers to pay, on
behalf of Indemnitee, all amounts payable as a result of such proceeding in
accordance with the terms of such policies.
(f) Selection of Counsel. In the event the Company shall be
obligated under Section 3(a) hereof to pay Expense Advances in connection with
any proceeding against Indemnitee, the Company, if appropriate, shall be
entitled to assume the defense of such
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proceeding, with counsel approved by Indemnitee (which approval shall not be
unreasonably withheld or delayed), upon the delivery to Indemnitee of written
notice of its election so to do. After delivery of such notice, approval of such
counsel by Indemnitee and the retention of such counsel by the Company, the
Company will not be liable to Indemnitee under this Agreement for any fees of
separate counsel subsequently incurred by Indemnitee with respect to the same
proceeding, provided that (i) Indemnitee shall have the right to employ his
separate counsel in any such proceeding at Indemnitee's expense; and (ii) if (A)
the employment of separate counsel by Indemnitee has been previously authorized
by the Company, (B) Indemnitee shall have reasonably concluded that there may be
a conflict of interest between the Company and Indemnitee in the conduct of any
such defense or (C) the Company shall not, in fact, have employed counsel to
assume the defense of such proceeding, then the fees and expenses of
Indemnitee's separate counsel shall be the obligations of the Company.
4. Additional Indemnification Rights; Non-Exclusivity.
(a) Application. The provisions of this Agreement shall be
deemed applicable to all actual or alleged actions or omissions by Indemnitee
during any and all periods of time that Indemnitee was, is, or shall be serving
as a director and/or officer of the Company.
(b) Scope. The Company hereby agrees to indemnify Indemnitee
to the fullest extent permitted by law, notwithstanding that such
indemnification is not specifically authorized by the other provisions of this
Agreement, the Company's Articles of Incorporation, the Company's Bylaws or by
statute. In the event of any change after the date of this Agreement in any
applicable law, statute or rule which expands the right of a California
corporation to indemnify a member of its board of directors or an officer,
employee or agent, such changes shall be ipso facto, within the purview of
Indemnitee's rights and the Company's obligations, under this Agreement. In the
event of any change in any applicable law, statute or rule which narrows the
right of a California corporation to indemnify a member of its Board of
Directors or an officer, employee or agent, such changes, to the extent not
otherwise required by such law, statute or rule to be applied to this Agreement
shall have no effect on this Agreement or the parties' rights and obligations
hereunder.
(c) Non-Exclusivity. The indemnification and the payment of
expenses provided for in this Agreement shall not be deemed exclusive of any
rights to which Indemnitee may be entitled under the Company's Articles of
Incorporation, its Bylaws, any agreement, any vote of shareholders or
disinterested directors, the General Corporation Law of the State of California,
or otherwise, both as to action taken or not taken in Indemnitee's official
capacity and as to action taken or not taken in another capacity while holding
such office. The indemnification provided under this Agreement shall continue as
to Indemnitee for any action taken or not taken while serving in an indemnified
capacity even though he may have ceased to serve in such capacity at the time of
any action or other covered proceeding.
5. Partial Indemnification. If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of the expenses, judgments, fines or penalties actually or reasonably
incurred by him in the investigation, defense, appeal or
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settlement of any civil or criminal action or proceeding, but not, however, for
the total amount thereof, the Company shall nevertheless indemnify Indemnitee
for the portion of such expenses, judgment, fines or penalties to which
Indemnitee is entitled.
6. Directors' and Officers' Liability Insurance. The Company shall,
from time to time, make the good faith determination whether or not it is
practicable for the Company to obtain and maintain a policy or policies of
insurance with reputable insurance companies providing the officers and
directors of the Company with coverage for losses from wrongful acts, or to
ensure the Company's performance of its indemnification obligations under this
Agreement. Among other considerations, the Company will weigh the costs of
obtaining such insurance coverage against the protection afforded by such
coverage. In all policies of directors' and officers' liability insurance,
Indemnitee shall be named as an insured in such a manner as to provide
Indemnitee the same rights and benefits as are accorded to the most favorably
insured of the Company's directors, if Indemnitee is a director; or of the
Company's officers, if Indemnitee is an officer; or of the Company's key
employees, if Indemnitee is a key employee; or of the Company's agents, if
Indemnitee is an agent; or of the Company's fiduciaries, if Indemnitee is a
fiduciary. Notwithstanding the foregoing, the Company shall have no obligation
to obtain or maintain such insurance if the Company determines in good faith
that such insurance is not reasonably available, if the premium costs for such
insurance are disproportionate to the amount of coverage provided, if the
coverage provided by such insurance is limited by exclusions so as to provide an
insufficient benefit, or if Indemnitee is covered by similar insurance
maintained by a subsidiary or parent of the Company.
7. Severability. If any provision or provisions of this Agreement shall
be held to be invalid, illegal or unenforceable for any reason whatsoever: (a)
the validity, legality and enforceability of the remaining provisions of this
Agreement (including, without limitation, each portion of any section of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall not
in any way be affected or impaired thereby; and (b) to the fullest extent
possible, the provisions of this Agreement (including, without limitation, each
portion of any section of this Agreement containing any such provision held to
be invalid, illegal or unenforceable, that is not itself invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.
8. Exceptions. Except as provided in Section 4(b) hereof, the Company
shall not be obligated pursuant to the terms of this Agreement to provide any of
the following:
(a) Excluded Acts. An indemnification of Indemnitee for any
acts or omissions or transactions from which a director may not be relieved of
liability under the California General Corporation Law; provided, however, that
notwithstanding any limitation set forth in this Section 8(a) regarding the
Company's obligation to provide indemnification, Indemnitee shall be entitled
under Section 3 hereof to receive Expense Advances hereunder with respect to any
such claim unless and until a court having jurisdiction over the claim shall
have made a final judicial determination (as to which all rights of appeal
therefrom have been
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exhausted or lapsed) that Indemnitee has engaged in acts, omissions or
transactions for which Indemnitee is prohibited from receiving indemnification
under applicable law.
(b) Claims Initiated by Indemnitee. An indemnification of
Indemnitee or the provision of Expense Advances to Indemnitee with respect to
proceedings or claims initiated or brought voluntarily by Indemnitee and not by
way of defense, counterclaim or crossclaim, except (i) with respect to
proceedings brought to establish or enforce a right to indemnification under
this Agreement or any other agreement or insurance policy or under the Company's
Articles of Incorporation or Bylaws or statute or law, (ii) in specific cases if
the Board of Directors has approved the initiation or bringing of such claim; or
(iii) as otherwise required under Section 317 of the California General
Corporation Law;
(c) Lack of Good Faith. An indemnification of Indemnitee for
any expenses incurred by the Indemnitee with respect to any proceeding
instituted by Indemnitee to enforce or interpret this Agreement, if a court of
competent jurisdiction determines that each of the material assertions made by
Indemnitee in such proceeding was not made in good faith or was frivolous;
(d) Insured Claims. An indemnification of Indemnitee for
expenses or liabilities of any type whatsoever (including, but not limited to,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) which have been paid directly to Indemnitee by an insurance carrier
under a policy of directors' and officers' liability insurance maintained by the
Company; or
(e) Short Swing Profits. An indemnification of Indemnitee for
expenses or the payment of profits arising from the purchase and sale by the
Indemnitee of securities in violation of Section 16(b) of the Securities and
Exchange Act of 1934, as amended, or any similar successor statute; provided,
however, that notwithstanding any limitation set forth in this Section 8(e)
regarding the Company's obligation to provide indemnification, Indemnitee shall
be entitled under Section 3 hereof to receive Expense Advances hereunder with
respect to any such claim unless and until a court having jurisdiction over the
claim shall have made a final judicial determination (as to which all rights of
appeal therefrom have been exhausted or lapsed) that Indemnitee has violated
said statute.
9. Effectiveness of Agreement. This Agreement shall be effective as of
the date set forth on the first page and shall apply to acts or omissions of
Indemnitee which occurred prior to such date if Indemnitee was an officer,
director, employee, consultant or other agent of the Company, or was serving at
the request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, at the time
such act or omission occurred.
10. Construction of Certain Phrases. For purposes of this Agreement:
(a) References to "Change in Control" shall mean, and shall be
deemed to have occurred if, on or after the date of this Agreement, (i) any
"person" (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended), other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Company
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acting in such capacity, becomes the "beneficial owner" (as defined in Rule
13d-3 under said Act), directly or indirectly, of securities of the Company
representing more than 50% of the total voting power represented by the
Company's then outstanding voting securities, (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors of the Company and any new director whose election by the
Board of Directors or nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds of the directors then still in office
who either were directors at the beginning of the period or whose election was
previously so approved, cease for any reason to constitute a majority thereof,
or (iii) the stockholders of the Company approve a merger or consolidation of
the Company with any other corporation other than a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) at least 80% of the total voting power represented by the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation, or the stockholders of the Company approve a plan
of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of (in one transaction or a series of related
transactions) all or substantially all of the Company's assets.
(b) References to the "Company" shall include, in addition to
the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger to which
Ravenswood Winery, Inc. is or was a party which, if its separate existence had
continued, would have had power and authority to indemnify its directors,
officers, employees or agents, so that if Indemnitee is or was a director,
officer, employee or agent of such constituent corporation, or is or was serving
at the request of such constituent corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, Indemnitee shall stand in the same position under the provisions of
this Agreement with respect to the resulting or surviving corporation as
Indemnitee would have with respect to such constituent corporation if its
separate existence had continued.
(c) References to "other enterprises" shall include employee
benefit plans; references to "fines" shall include any excise taxes assessed on
Indemnitee with respect to an employee benefit plan; and references to "serving
at the request of the Company" shall include any service as a director, officer,
employee, agent or fiduciary of the Company which imposes duties on, or involves
services by, such director, officer, employee, agent or fiduciary with respect
to an employee benefit plan, its participants, or beneficiaries.
(d) The term "expenses" shall include any and all expenses
(including attorneys' fees and all other costs, expenses and obligations
incurred in connection with investigating, defending, being a witness in or
participating in (including on appeal), or preparing to defend, be a witness in
or to participate in, any action, suit, proceeding, alternative dispute
resolution mechanism, hearing, inquiry or investigation), judgments, fines,
penalties and amounts paid in settlement (if such settlement is approved in
advance by the Company, which approval shall not be unreasonably withheld or
delayed), actually and reasonably incurred, whether or not initiated prior to
the effective date hereof. The parties hereby agree that solely for the purposes
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of this Agreement, all expenses that are certified by affidavit of Indemnitee's
counsel as being reasonable shall be presumed conclusively to be reasonable.
(e) References to "Expense Advances" shall mean payment to
Indemnitee pursuant to Section 3 of expenses in advance of settlement of or
final judgment in any action, suit, proceeding or alternative dispute resolution
mechanism, hearing, inquiry or investigation.
(f) References to "Independent Legal Counsel" shall mean an
attorney or firm of attorneys selected by Indemnitee and approved by the Company
(which approval shall not be unreasonably withheld or delayed), who shall not
have otherwise performed services for the Company or Indemnitee within the last
three years (other than with respect to matters concerning the rights of
Indemnitee under this Agreement, or of other indemnitees under similar indemnity
agreements).
11. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original, and all of which
together shall constitute one and the same instrument.
12. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their
respective successors, assigns (including any direct or indirect successor by
purchase, merger, consolidation or otherwise to all or substantially all of the
business or assets of the Company), spouses, heirs and legal and personal
representatives. This Agreement shall continue in effect regardless of whether
Indemnitee continues to serve as a director, officer, employee, agent or
fiduciary (as applicable) of the Company or of any other enterprise at the
Company's request.
13. Expenses Incurred in Action Relating to Enforcement or
Interpretation. In the event that any action is instituted by Indemnitee under
this Agreement or under any liability insurance policies maintained by the
Company to enforce or interpret any of the terms hereof or thereof, Indemnitee
shall be entitled to be paid and indemnified for all court costs and expenses
incurred with respect to such action (including, without limitation, attorneys'
fees), regardless of whether Indemnitee is ultimately successful in such action,
unless as a part of such action, a court of competent jurisdiction makes a final
determination (as to which all rights of appeal therefrom have been exhausted or
lapsed) that each of the material assertions made by Indemnitee as a basis for
such action was not made in good faith or was frivolous; provided, however, that
until such final judicial determination is made, Indemnitee shall be entitled
under Section 3 hereof to receive payment of Expense Advances hereunder with
respect to such action. In the event of an action instituted by or in the name
of the Company under this Agreement or to enforce or interpret any of the terms
of this Agreement, Indemnitee shall be entitled to be paid and indemnified for
all expenses incurred by Indemnitee in defense of such action (including
attorneys' fees and costs and expenses incurred with respect to Indemnitee's
counterclaims and cross-claims made in such action), unless as a part of such
action the court of competent jurisdiction expressly determines that each of
Indemnitee's material defenses to such action was made in bad faith or was
frivolous; provided, however, that until such final judicial
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determination is made, Indemnitee shall be entitled under Section 3 herein to
receive payment of Expense Advances hereunder with respect to such action.
14. Notice. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed duly given (i) if
delivered by hand and receipted for by the party addressee, on the date of such
receipt, or (ii) if mailed by domestic certified or registered mail with postage
prepaid, on the third business day after the date postmarked. Addresses for
notice to either party are as shown on the signature page of this Agreement, or
as subsequently modified by written notice.
15. Choice of Law and Consent to Jurisdiction. This Agreement shall be
governed by and its provisions construed in accordance with the laws of the
State of California as applied to contracts between California residents entered
into and to be performed entirely within California. The Company and Indemnitee
each hereby irrevocably consent to the jurisdiction of the courts of the State
of California for all purposes in connection with any action or proceeding which
arises out of or relates to this Agreement and agree that any action instituted
under this Agreement shall be brought only in the state courts of the State of
California.
The parties hereto have executed or caused to be executed this
Agreement as of the date first above written.
Ravenswood Winery, Inc. INDEMNITEE:
By: _____________________________ ____________________________________
(signature)
Title: ___________________________ ____________________________________
(print name)
Address: 18701 Gehricke Road
Sonoma, California 95476
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(relationship to the Company)
Address:
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