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EXHIBIT 10.36
(1997 10-K)
Each of the following Directors and Executive Officers of the
Registrant has executed an Indemnification Agreement with the Registrant in the
form attached hereto:
Kenneth F. Yontz, Director and Executive Officer
Thomas O. Hicks, Director
Don H. Davis, Jr., Director
Joe L. Roby, Director
Robert B. Haas, Director
Richard W. Vieser, Director
William U. Parfet, Director
Christopher L. Doerr, Director
Dennis Brown, Executive Officer
R. Jeffrey Harris, Executive Officer
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FORM OF
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (this "Agreement") is made as of
_____________, 19__ by and between Sybron International Corporation, a
Wisconsin corporation (the "Company"), and ___________________, a director
and/or an executive officer of the Company ("Indemnitee").
WHEREAS, it is essential to the Company to retain and attract as
directors and executive officers the most capable persons available; and
WHEREAS, both the Company and Indemnitee recognize the increased risk
of litigation and other claims being asserted against directors and executive
officers of public companies in today's environment; and
WHEREAS, applicable provisions of the Wisconsin Business Corporation
Law (the "WBCL") and of the Company's Bylaws (the "Bylaws") require the Company
to indemnify and advance expenses to its directors and executive officers to
the fullest extent permitted by law and Indemnitee's service as a director
and/or an executive officer is in part in consideration of such indemnification
rights; and
WHEREAS, in recognition of Indemnitee's need for substantial
protection against personal liability in order to enhance Indemnitee's service
to the Company in an effective manner, and to provide Indemnitee with specific
contractual assurance that the protections promised by the WBCL and the Bylaws
will be available to Indemnitee (regardless of, among other things, any
amendment to or revocation of such or any change in the composition of the
Company's Board of Directors or acquisition transaction relating to the
Company), the Company wishes to provide in this Agreement for the
indemnification of, and the advancing of expenses to, Indemnitee to the fullest
extent permitted by law and as set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and of Indemnitee's
service as a director and/or an executive officer of the Company, and for other
good and valuable consideration, the adequacy of which is hereby acknowledged,
the Company and Indemnitee agree as follows:
1. Contractual Nature of Existing Indemnification Provisions.
The indemnification provisions contained in Subchapter VIII of the WBCL and
Article VIII of the Bylaws, as in effect on the date hereof and as either may
be amended to provide more advantageous indemnification rights to Indemnitee,
shall be deemed
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to be a contract between the Company and Indemnitee and any amendment,
modification, revocation or repeal of any of such provisions of Subchapter VIII
of the WBCL or Article VIII of the Bylaws shall not limit any rights of
Indemnitee hereunder to indemnification or the allowance of expenses.
2. Subrogation. In the event the Company shall make any payments
pursuant to Subchapter VIII of the WBCL, Article VIII of the Bylaws or this
Agreement, the Company shall be subrogated to the extent of such payments to
all of the rights of recovery of Indemnitee, who agrees to execute all
documents required and to do everything that may be necessary or desirable to
secure such rights, including the execution of such documents as may be
necessary to enable the Company effectively to bring suit to enforce such
rights.
3. Notice and Defense of Claims.
(a) In consideration of Indemnitee's rights to
indemnification pursuant to this Agreement, and in furtherance of the
provisions of Section 180.0851(3) of the WBCL and Section 8.03 of the Bylaws,
the Indemnitee agrees to give written notice to the Company as soon as
practicable of any claim (a "Claim") made against him for which indemnity will
or could be sought. Notice to the Company shall be directed to the Company's
headquarters, 411 East Wisconsin Avenue, 24th Floor, Milwaukee, Wisconsin
53202, Attention: President or Secretary, or to such other address as the
Company may designate in writing to Indemnitee. Written notice pursuant to
this Section 3 shall be deemed effectively given upon evidence of receipt or,
if sent by prepaid registered or certified mail, properly addressed, five (5)
business days after mailing.
(b) In connection with any Claim made by Indemnitee,
Indemnitee agrees to cooperate fully with the Company and to provide to the
Company timely access to all relevant documents and other records in
Indemnitee's possession or under Indemnitee's control.
(c) With respect to any action, suit or other proceeding
as to which Indemnitee notifies the Company hereunder of the commencement
thereof:
(i) The Company shall be entitled to participate
therein at its own expense; and
(ii) Except as otherwise provided below, to the
extent that it may wish, the Company jointly with any other indemnifying party
similarly notified will be entitled to assume the defense thereof, with counsel
satisfactory to Indemnitee. After notice from the Company to Indemnitee of its
election so to assume the defense thereof, the Company will not be liable to
Indemnitee for any legal or other expenses subsequently incurred by
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Indemnitee in connection with the defense thereof other than reasonable costs
of investigation or as otherwise provided below. Indemnitee shall have the
right to employ his own counsel in such action, suit or other proceeding but
the fees and expenses of such counsel incurred after notice from the Company of
its assumption of the defense thereof shall be at the expense of Indemnitee
unless (A) the employment of counsel by Indemnitee has been 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 the
defense of such action, or (C) the Company shall not in fact have employed
counsel to assume the defense of such action within a reasonable period of time
after notice of the Claim is given to the Company by Indemnitee, in which case
the fees and expenses of such counsel shall be at the expense of the Company.
The Company shall not be entitled to assume the defense of any action, suit or
other proceeding brought by or on behalf of the Company or as to which
Indemnitee shall have made the conclusion in (B) above.
(d) The Company shall not be liable to indemnify
Indemnitee for any amount paid in settlement of any action or Claim effected
without its written consent. The Company shall not settle any action or Claim
in any manner which would impose any penalty or limitation on Indemnitee
without Indemnitee's written consent. Neither the Company nor Indemnitee shall
unreasonably withhold consent to any proposed settlement.
4. Non-Exclusivity. Nothing herein shall be deemed to diminish
or otherwise restrict Indemnitee's right to indemnification under any provision
of the WBCL, the Company's Articles of Incorporation or the Bylaws.
5. Governing Law. This Agreement shall be governed by and
construed in accordance with Wisconsin law.
6. Severability. The provisions of this Agreement are severable,
and if any clause or provision hereof shall be held invalid or unenforceable in
whole or part, then such invalidity or unenforceability shall affect only such
clause or provision, or part thereof, and shall not in any manner affect such
clause or provision to the extent that such clause or provision is valid or
enforceable, and shall not in any manner affect any other clause or provision
of this Agreement.
7. Amendment. No amendment, modification, termination or
cancellation of this Agreement shall be effective unless in writing and signed
by the parties hereto.
8. Binding Effect. This Agreement shall be binding upon all
successors and assigns of the Company (including any transferee of all or
substantially all of the Company's assets and any successor
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by merger or operation of law) and shall inure to the benefit of the heirs,
personal representatives and estate of Indemnitee.
9. Effectiveness. The provisions of this Agreement shall cover
claims, actions, suits and other proceedings whether now pending or hereafter
commenced and shall be retroactive to cover acts or omissions or alleged acts
or omissions which heretofore have taken place. By way of example but not of
limitation, this Agreement shall apply to all liabilities, known or unknown,
contingent or otherwise, that presently exist or arise in the future,
regardless of whether the liabilities relate to activities of Indemnitee or the
Company preceding or subsequent to the date of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
SYBRON INTERNATIONAL CORPORATION
By:
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Name:
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Title:
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, Indemnitee
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