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EXHIBIT 10.1
FORM OF
INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT (this "Agreement") is entered into as of the
___ day of ________, 1998, between RISCORP, Inc., a Florida corporation (the
"Corporation"), and _____________ ("Indemnitee").
WHEREAS, it is essential to the Corporation to retain and attract as
directors and officers the most capable persons available; and
WHEREAS, Indemnitee is a director [and officer] of the Corporation and
from time to time may also serve at the Corporation's request as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, limited liability company, joint venture, trust,
employee benefit plan, or other entity; and
WHEREAS, both the Corporation and Indemnitee recognize the risk of
litigation and other claims being asserted against directors and officers of
business corporations in today's environment; and
WHEREAS, in recognition of Indemnitee's need for substantial protection
against personal liability and in order to enhance Indemnitee's continued
service to the Corporation and such other entities in an effective manner, the
Corporation desires to extend to Indemnitee the contractual rights to
indemnification and advancement of expenses as provided herein;
NOW, THEREFORE, in consideration of the premises and intending to be
legally bound hereby, the parties hereto agree as follows:
1. Certain Definitions for Purposes of this Agreement. The
following terms as used in this Agreement shall have the meanings set forth
below.
(a) "Change in Control" shall have occurred if, during any period
of two consecutive years, individuals who at the beginning of
such period constitute the Board of Directors of the
Corporation cease for any reason to constitute at least a
majority thereof, unless the election of each new Director was
approved in advance by a vote of at least a majority of the
Directors then still in office who were Directors at the
beginning of the period.
(b) "Corporation" includes any domestic or foreign predecessor
entity of the Corporation in a merger or other transaction in
which the predecessor's existence ceased upon consummation of
the transaction.
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(c) "Director" means an individual who is or was a director of the
Corporation or an individual who, while a director of the
Corporation, is or was serving at the Corporation's request as
a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, limited
liability company, joint venture, trust, employee benefit
plan, or other entity. A Director is considered to be serving
an employee benefit plan at the Corporation's request if his
duties to the Corporation also impose duties on, or otherwise
involve services by, him to the plan or to participants in or
beneficiaries of the plan. "Director" includes, unless the
context requires otherwise, the estate or personal
representative of a Director.
(d) "Disinterested Director" or "Disinterested Officer" means a
Director or Officer, respectively, who at the time of a vote
or selection referred to in Section 3(c) or 4(b) is not a
Party to the Proceeding.
(e) "Expenses" includes all reasonable counsel 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 prosecuting, defending, preparing
to prosecute or defend, investigating, being or preparing to
be a witness in, or otherwise participating in, a Proceeding,
including any appeals.
(f) "Independent Legal Counsel" shall mean a law firm, or a member
of a law firm, that is experienced in matters of corporation
law and neither at the time of retention is, nor in the five
years preceding the date of such retention has been, retained
to represent (i) the Corporation or Indemnitee in any matter
material to either such party or (ii) any other Party to the
Proceeding giving rise to a claim for indemnification under
this Agreement. Notwithstanding the foregoing, the term
"Independent Legal Counsel" shall not include any person who,
under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing
either the Corporation or Indemnitee in an action to determine
Indemnitee's rights under this Agreement.
(g) "Liability" includes the obligation to pay a judgment,
settlement, penalty, fine (including an excise tax assessed
with respect to an employee benefit plan), or reasonable
Expenses actually incurred with respect to a Proceeding.
(h) "Officer" means an individual who is or was an officer of the
Corporation or an individual who, while an officer of the
Corporation, is or was serving at the Corporation's request as
a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation,
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partnership, limited liability company, joint venture, trust,
employee benefit plan, or other entity. An Officer is
considered to be serving an employee benefit plan at the
Corporation's request if his duties to the Corporation also
impose duties on, or otherwise involve services by, him to the
plan or to participants in or beneficiaries of the plan.
"Officer" includes, unless the context requires otherwise, the
estate or personal representative of an Officer.
(i) "Party" includes an individual who was, is, or is threatened
to be made a named defendant or respondent in a Proceeding.
(j) "Proceeding" includes any threatened, pending, or completed
action, suit, or other type of proceeding, whether civil,
criminal, administrative, arbitrative or investigative and
whether formal or informal.
(k) "Reviewing Party" shall mean the person or persons making the
entitlement determination pursuant to Section 4 of this
Agreement, and shall not include a court making any
determination under this Agreement or otherwise.
2. Basic Indemnification Arrangement.
(a) Obligation to Indemnify; Standard of Conduct. Except as
provided in Sections 2(e), 2(f), 2(g) or 6 below, the
Corporation shall indemnify Indemnitee in the event Indemnitee
is made a Party to a Proceeding because he is or was a
Director or Officer against Liability incurred in the
Proceeding if:
(1) Indemnitee conducted himself in good faith
and in a manner he reasonably believed to be
in, or not opposed to, the best interests of
the Corporation; and
(2) In the case of any criminal Proceeding,
Indemnitee had no reasonable cause to
believe such conduct was unlawful.
(b) Service with Respect to Employee Benefit Plan. Indemnitee's
conduct with respect to an employee benefit plan for a purpose
he believed in good faith to be in the interests of the
participants in and beneficiaries of the plan is conduct that
satisfies the requirement of Section 2(a)(1).
(c) Reliance as Safe Harbor. For purposes of any determination of
good faith, Indemnitee shall be deemed to have acted in good
faith if Indemnitee's conduct was based primarily on the
records or books of account of the Corporation or relevant
entity, including financial statements, or on information
supplied to Indemnitee by the officers of the Corporation or
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relevant entity in the course of their duties, or on the
advice of legal counsel for the Corporation or relevant
entity, or on information or records given or reports made to
the Corporation or relevant entity by an independent certified
public accountant, or by an appraiser or other expert selected
with reasonable care by the Corporation or relevant entity.
The provisions of this Section 2(c) shall not be deemed to be
exclusive or to limit in any way the other circumstances in
which Indemnitee may be deemed to have met the relevant
standard of conduct set forth in this Agreement.
(d) Termination of Proceeding Not Determinative. The termination
of a Proceeding by judgment, order, settlement, or conviction,
or upon a plea of nolo contendere or its equivalent shall not,
of itself, create a presumption or be determinative that
Indemnitee did not meet the relevant standard of conduct set
forth in Section 2(a).
(e) Limits on Indemnification. Unless, and then only to the extent
that, a court of competent jurisdiction acting pursuant to
Section 5 of this Agreement or Section 607.0850(9) of the
Florida Business Corporation Act, determines that, in view of
the circumstances of the case, Indemnitee is fairly and
reasonably entitled to indemnification, the Corporation shall
not indemnify Indemnitee under this Agreement:
(1) In connection with a Proceeding by or in the right of
the Corporation, except for reasonable Expenses
(including an excise tax assessed with respect to an
employee benefit plan) and amounts paid in settlement
not exceeding, in the judgment of the Board, the
estimated expense of litigating the Proceeding to
conclusion, actually and reasonably incurred in
connection with the defense or settlement of the
Proceeding, including any appeal thereof; or
(2) In connection with a Proceeding by or in the right of
the Corporation with respect to any claim, issue or
matter as to which Indemnitee shall have been
adjudged liable to the Corporation.
(f) Proceeding Brought by Indemnitee. Notwithstanding any other
provision of this Agreement, Indemnitee shall not be entitled
to indemnification or advancement of Expenses hereunder with
respect to any Proceeding or claim brought or made by him
against the Corporation, other than a Proceeding or claim
seeking or defending Indemnitee's right to indemnification or
advancement of Expenses pursuant to Section 5 hereof or
otherwise.
(g) Settlements. Notwithstanding any other provision of this
Agreement, the Corporation shall not be liable for any amount
paid by Indemnitee in
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settlement of any Proceeding that is not defended by the
Corporation, unless the Corporation has consented to such
settlement, which consent shall not be unreasonably withheld.
The Corporation shall not be required to obtain the consent of
Indemnitee to the settlement of any Proceeding which the
Corporation has undertaken to defend if the Corporation
assumes full and sole responsibility for such settlement and
the settlement grants Indemnitee a complete and unqualified
release in respect of the potential Liability.
(h) Partial Indemnification. If Indemnitee is entitled under any
provision of this Agreement or otherwise to indemnification by
the Corporation for some portion of Liability incurred by him,
but not the total amount thereof, the Corporation shall
indemnify Indemnitee for the portion of such Liability to
which he is entitled.
(i) Mandatory Indemnification. The Corporation shall indemnify
Indemnitee to the extent that he has been successful, on the
merits or otherwise, in the defense of any Proceeding to which
he was a Party, or in defense of any claim, issue or matter
therein, because he is or was a Director or Officer, against
reasonable Expenses incurred by him in connection with the
Proceeding.
3. Advances for Expenses.
(a) Obligations and Requirements. The Corporation shall, before
final disposition of a Proceeding, advance funds to pay for or
reimburse the reasonable Expenses incurred by Indemnitee as a
Party to such Proceeding if Indemnitee delivers to the
Corporation Indemnitee's written undertaking (meeting the
qualifications set forth below in Section 3(b)) to repay any
funds advanced if it is ultimately determined that Indemnitee
is not entitled to indemnification under this Agreement, the
Florida Business Corporation Act or otherwise.
(b) Undertaking. The undertaking required by Section 3(a) above
must be an unlimited general obligation of Indemnitee but need
not be secured and shall be accepted without reference to
Indemnitee's financial ability to make repayment. If
Indemnitee seeks to enforce his rights to indemnification in a
court pursuant to Section 5, such undertaking to repay shall
not be applicable or enforceable unless and until there is a
final court determination that he is not entitled to
indemnification, as to which all rights of appeal have been
exhausted or have expired.
(c) Evaluation of Reasonableness of Expenses. Evaluation as to
reasonableness of Expenses of Indemnitee in the specific case
shall be made in the same manner as the determination that
indemnification is permissible, as described in Section 4(b)
below, except that if the determination is made
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by Independent Legal Counsel, evaluation as to reasonableness
of Expenses shall be made by those entitled under Section
4(b)(3) to select Independent Legal Counsel. Notwithstanding
the foregoing sentence, any Expenses claimed by Indemnitee
shall be deemed reasonable if the Reviewing Party fails to
make the reasonableness evaluation within fifteen (15) days
following the later of (i) the Corporation's receipt of the
undertaking required by Section 3(a), or (ii) the
Corporation's receipt of invoices for specific Expenses to be
reimbursed or advanced.
(d) Timing of Payments. Subject to Section 3(c) above,
reimbursement or advances for Expenses under this Section 3
shall be made not later than thirty (30) days after the later
of (i) the Corporation's receipt of the undertaking required
by Section 3(a), or (ii) the Corporation's receipt of invoices
for specific Expenses to be reimbursed or advanced.
4. Authorization of and Determination of Entitlement to
Indemnification.
(a) Entitlement Determination. The Corporation and Indemnitee
hereby acknowledge that indemnification of Indemnitee under
Section 2 of this Agreement has been pre-authorized by the
Corporation as permitted by the Florida Business Corporation
Act. Nevertheless, the Corporation shall not indemnify
Indemnitee under Section 2 unless a separate determination has
been made in the specific case that indemnification of
Indemnitee is permissible in the circumstances because he has
met the relevant standard of conduct set forth in Section
2(a); provided, however, that (i) no such entitlement decision
need be made prior to the advancement of Expenses, and (ii)
regardless of the result or absence of any such determination,
the Corporation shall make any indemnification mandated by
Section 2(i) above.
(b) Reviewing Party. The determination referred to in Section 4(a)
shall be made, at the election of the Board of Directors, by
any of the following Reviewing Parties (unless a Change in
Control shall have occurred after Indemnitee first began
serving as a Director or Officer, in which case Indemnitee
shall be entitled to designate that the determination shall be
made by Independent Legal Counsel selected in the manner set
forth in Section 4(c) below):
(1) By the Board of Directors by a majority vote of a
quorum consisting of Disinterested Directors; or
(2) By a majority vote of a committee duly designated by
the Board of Directors (in which designation
directors who do not qualify as Disinterested
Directors may participate) consisting solely of two
or more Disinterested Directors; or
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(3) By Independent Legal Counsel:
(A) Selected in the manner prescribed in
paragraph (1) or (2) of this Section 4(b);
or
(B) If a quorum of Directors cannot be obtained
for purposes of paragraph (1) and the
committee cannot be designated under
paragraph (2), selected by a majority vote
of the full Board of Directors (in which
selection directors who do not qualify as
Disinterested Directors may participate); or
(4) By the shareholders of the Corporation, by a majority
vote of a quorum consisting of shareholders who were
not Parties to such Proceeding or, if no such quorum
is obtainable, by a majority vote of shareholders who
were not Parties to such Proceeding.
(c) Selection of Counsel after Change in Control. If a Change in
Control shall have occurred, Independent Legal Counsel shall
be selected by Indemnitee (unless Indemnitee requests that
such selection be made in the manner described in Section
4(b)(3)), and Indemnitee shall give written notice to the
Corporation advising it of the identity of the Independent
Legal Counsel so selected. In either event, Indemnitee or the
Corporation, as the case may be, may, within ten (10) days
after such written notice of selection has been given, deliver
to the Corporation or to Indemnitee, as the case may be, a
written objection to such selection; provided, however, that
such objection may be asserted only on the ground that such
counsel so selected does not meet the requirements of
"Independent Legal Counsel" as defined in Section 1 of this
Agreement, and the objection shall set forth with
particularity the factual basis of such assertion. If such
written objection is so made and substantiated, the counsel so
selected may not serve as Independent Legal Counsel unless and
until such objection is withdrawn or a court has determined
that such objection is without merit. If, within twenty (20)
days after submission by Indemnitee of a written request for
indemnification, no Independent Legal Counsel shall have been
selected and not objected to, either the Corporation or
Indemnitee may petition the court conducting the Proceeding,
or another court of competent jurisdiction, for resolution of
any objection which shall have been made by the Corporation or
Indemnitee to the other's selection of Independent Legal
Counsel and/or for the appointment as Independent Legal
Counsel of a person selected by the court or by such other
person as the court shall designate, and the person with
respect to whom all objections are so resolved or the person
so appointed shall act as Independent Legal Counsel under
Section 4(b).
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(d) Cooperation by Indemnitee. Indemnitee shall cooperate with the
Reviewing Party with respect to its determination of
Indemnitee's entitlement to indemnification, including
providing to the Reviewing Party upon reasonable advance
request any documentation or information which is not
privileged or otherwise protected from disclosure and which is
reasonably available to Indemnitee and reasonably necessary to
such determination. Any Expenses incurred by Indemnitee in so
cooperating with the Reviewing Party shall be borne by the
Corporation (irrespective of the determination as to
Indemnitee's entitlement to indemnification).
(e) Other.
(i) The Reviewing Party, however chosen, shall
make the requested determination as promptly as reasonably
practicable after a request for indemnification is presented.
(ii) Any determination by Independent Legal
Counsel under this Section 4 shall be delivered in the form of
a written option to the Board of Directors with a copy to
Indemnitee.
(iii) The Corporation shall pay any and all
reasonable fees and expenses of Independent Legal Counsel
incurred by such counsel in connection with acting pursuant to
Section 4(b), and the Corporation shall pay all reasonable
fees and expenses incident to the procedures of Section 4(d),
regardless of the manner in which such Independent Legal
Counsel was selected or appointed.
(iv) Upon the due commencement of any action to
seek court-ordered indemnification pursuant to Section 5 of
this Agreement, Independent Legal Counsel shall be discharged
and relieved of any further responsibility in such capacity
(subject to the applicable standards of professional conduct
then prevailing).
5. Court-Ordered Indemnification and Advances for Expenses.
(a) Procedure. If Indemnitee is a Party to a Proceeding, he may
apply for indemnification or for advances for Expenses to the
court conducting the Proceeding or to another court of
competent jurisdiction. For purposes of this Agreement, the
Corporation hereby consents to personal jurisdiction and venue
in any court in which is pending a Proceeding to which
Indemnitee is a Party. Regardless of any determination by the
Reviewing Party that Indemnitee is not entitled to
indemnification or to advancement of Expenses or as to the
reasonableness of Expenses, and regardless of any failure by
the Reviewing Party to make a determination as to such
entitlement or the reasonableness of Expenses, such court's
review shall be
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a de novo review. After receipt of an application and after
giving any notice it considers necessary, the court may:
(1) Order indemnification or the advance for Expenses if
it determines that Indemnitee is entitled to
indemnification or to advance for Expenses under this
Agreement, the Florida Business Corporation Act or
otherwise; or
(2) Order indemnification or the advance for Expenses if
it determines that, in view of all the relevant
circumstances, it is fair and reasonable to indemnify
Indemnitee, or to advance Expenses to Indemnitee,
regardless of whether Indemnitee has the relevant
standard of conduct, complied with the requirements
for advancement of Expenses, or been adjudged liable
in a Proceeding referred to in Section 2(e) above (in
which case any court-ordered indemnification need not
be limited to Expenses incurred by Indemnitee, but
may include penalties, fines, amounts paid in
settlement, judgments and any other amounts ordered
by the court to be indemnified or advanced).
(b) Payment of Expenses to Seek Court-Ordered Indemnification. If
the court determines that Indemnitee is entitled to
indemnification or to advance for Expenses, the Corporation
shall pay Indemnitee's reasonable Expenses to obtain such
court-ordered indemnification or advance for Expenses.
6. Limitations on Indemnification. Regardless of whether
Indemnitee has met the relevant standard of conduct set forth in Section 2(a),
nothing in this Agreement shall require or permit indemnification of Indemnitee
for any Liability or Expenses incurred in a Proceeding in which a judgment or
other final adjudication establishes that Indemnitee's actions, or omissions to
act, were material to the cause of action so adjudicated and constitute:
(a) a violation of criminal law, unless Indemnitee had reasonable
cause to believe his conduct was lawful or had no reasonable
cause to believe his conduct was unlawful;
(b) a transaction from which Indemnitee derived an improper
personal benefit;
(c) in the case of a Director, a circumstance under which the
liability provisions of Section 607.0834 of the Florida
Business Corporation Act are applicable; or
(d) willful misconduct or a conscious disregard for the best
interests of the Corporation in a Proceeding by or in the
right of the Corporation to
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procure a judgment in its favor or in a Proceeding by or in
the right of a shareholder of the Corporation.
7. Vested Rights; Specific Performance. No amendment to the
Articles of Incorporation or Bylaws of the Corporation or any other corporate
action shall in any way limit Indemnitee's rights under this Agreement. In any
Proceeding brought by or on behalf of Indemnitee to specifically enforce the
provisions of this Agreement, the Corporation hereby waives the claim or defense
therein that the plaintiff or claimant has an adequate remedy at law, and the
Corporation shall not urge in any such Proceeding the claim or defense that such
remedy at law exists. The provisions of this Section 7, however, shall not
prevent Indemnitee from seeking a remedy at law in connection with any breach of
this Agreement.
8. Liability Insurance. To the extent the Corporation maintains
an insurance policy or policies providing directors' or officers' liability
insurance, Indemnitee shall be covered by such policy or policies, in accordance
with its or their terms, to the maximum extent of the coverage provided under
such policy or policies in effect for any other Director or Officer of the
Corporation, as the case may be.
9. Witness Fees. Nothing in this Agreement shall limit the
Corporation's power to pay or reimburse Expenses incurred by Indemnitee in
connection with his appearance as a witness in a Proceeding at a time when he
has not been made a named defendant or respondent in the Proceeding.
10. Security for Indemnification Obligations. The Corporation may
at any time and in any manner, at the discretion of the Board of Directors,
secure the Corporation's obligations to indemnify or advance Expenses to
Indemnitee pursuant to this Agreement.
11. Non-exclusivity, No Duplication of Payments. The rights of
Indemnitee hereunder shall be in addition to any other rights with respect to
indemnification, advancement of Expenses or otherwise that Indemnitee may have
under the Corporation's Articles of Incorporation or Bylaws, the Florida
Business Corporation Act or otherwise; provided, however, that the Corporation
shall not be liable under this Agreement to make any payment to Indemnitee
hereunder to the extent Indemnitee has otherwise actually received payment
(under any insurance policy, provision of the Articles of Incorporation or
Bylaws, or otherwise) of the amounts otherwise payable hereunder. The
Corporation's obligation to indemnify or advance expenses hereunder to
Indemnitee who is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee or agent of any other entity shall
be reduced by any amount Indemnitee has actually received as indemnification or
advancement of expenses from such other entity.
12. Amendments. To the extent that the provisions of this
Agreement are held to be inconsistent with the provisions of the Florida
Business Corporation Act (including Section 607.0850(7) thereof), such
provisions of such statute shall govern. To the extent that the Florida Business
Corporation Act is hereafter amended to permit a Florida
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business corporation, without the need for shareholder approval, to provide to
its directors greater rights to indemnification or advancement of Expenses than
those specifically set forth hereinabove, this Agreement shall be deemed amended
to require such greater indemnification or more liberal advancement of Expenses
to Indemnitee, in each case consistent with the Florida Business Corporation Act
as so amended from time to time. Otherwise, no supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by the
Corporation and Indemnitee.
13. Subrogation. In the event of payment under this Agreement, the
Corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, who shall execute all papers required and
shall do everything that may be necessary to secure such rights, including the
execution of such documents necessary to enable the Corporation effectively to
bring suit to enforce such rights.
14. Waiver. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver.
15. Binding Effect, Etc. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their
respective successors or assigns (including any direct or indirect successor or
assign by purchase, merger, consolidation or otherwise to all or substantially
all of the business and/or assets of the Corporation), spouses, heirs, and
personal and legal representatives.
16. Applicability of Agreement. This Agreement shall apply
retroactively with respect to acts or omissions of Indemnitee occurring since
the date that Indemnitee first became a Director or Officer, and this Agreement
shall continue in effect regardless of whether Indemnitee continues to serve as
a Director or Officer, but only in respect of acts or omissions occurring prior
to the termination of Indemnitee's service as a Director or Officer.
17. 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; (b) such
provision or provisions shall be deemed reformed to the extent necessary to
conform to applicable law and to give the maximum effect to the intent of the
parties hereto; and (c) 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 thereby.
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18. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Florida
applicable to contracts made and to be performed in such state without giving
effect to the principles of conflicts of laws.
19. Headings. The headings of the Sections of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.
20. Inducement. The Corporation expressly confirms and agrees that
it has entered into this Agreement and assumed the obligations imposed on it
hereby in order to induce Indemnitee to serve or continue to serve as a Director
and/or Officer, and the Corporation acknowledges that Indemnitee is relying upon
this Agreement in serving as a director, officer, employee or agent of the
Corporation or, at the request of the Corporation, as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic corporation,
partnership, limited liability company, joint venture, trust, employee benefit
plan, or other entity.
21. Notice by the Indemnitee. Indemnitee agrees promptly to notify
the Corporation in writing upon being served with any summons, citation,
subpoena, complaint, indictment, information, or other document relating to any
Proceeding or matter which may be subject to indemnification or advancement of
Expenses covered hereunder. The failure of Indemnitee so to notify the
Corporation shall not relieve the Corporation of any obligation which it may
have to Indemnitee under this Agreement or otherwise.
22. Notices. All notices, requests, demands, and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if (i) delivered by hand and receipted for by the party to whom said
notice or other communication shall have been directed or (ii) mailed by
certified or registered mail with postage prepaid, on the third business day
after the date on which it is so mailed if to the Corporation, to the principal
office address of the Corporation, or if to Indemnitee, to the address of
Indemnitee last on file with the Corporation, or to such other address as may
have been furnished to Indemnitee by the Corporation or to the Corporation by
Indemnitee, as the case may be.
(signatures on following page)
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Executed as of the date first above written.
RISCORP, INC.:
By:
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INDEMNITEE:
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