EXHIBIT 10.3
INDEMNIFICATION AGREEMENT
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This Indemnification Agreement is effective as of the 31st day of
October, 2006 by and among Natural Health Trends Corp., a Delaware corporation
(the "Company"), and Terry L. LaCore ("LaCore") and Mark D. Woodburn
("Woodburn", collectively with LaCore, the "Indemnifying Parties").
R E C I T A L S
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WHEREAS, in order to induce the Company to enter into that certain
agreement dated as of the date hereof among the Company and the Indemnifying
Parties (the "October 2006 Agreement"), the Indemnifying Parties agree to
provide for the indemnification of the Indemnified Parties (as hereinafter
defined) to the extent provided hereunder.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties, the Indemnifying
Parties and the Company hereby agree as set forth below:
1. Definitions. In addition to the definitions in the recitals or
the body of this Agreement, as used herein, the following terms shall have the
following definitions:
(a) References to "Indemnified Parties" (or to an "Indemnified
Party") shall include the Company, its subsidiaries and affiliates, and each of
their respective officers and directors.
(b) "Indemnified Conduct" means all conduct or other activities of
an Indemnifying Party, except for (i) the Specified Conduct (as defined in that
certain Limited Release dated the date hereof executed by the Indemnifying
Parties in favor of the Company and certain other releasees) and (ii) conduct
for which such Indemnifying Party is entitled to indemnification from the
Company under the Company's certificate of incorporation, by-laws, the Delaware
General Corporation Law ("DGCL") and the case law interpreting the DGCL.
2. Indemnification. Each of the Indemnifying Parties agrees as to
his individual conduct to indemnify and hold harmless each Indemnified Party
from and against any and all losses, claims, damages, liabilities reasonably and
actually incurred by the Company as a result of the Indemnified Conduct.
3. Notice of Claims. If notice of any action, claim, proceeding
or investigation is received by an Indemnified Party in respect of which
indemnity may be sought against the Indemnifying Parties hereunder, such
Indemnified Party will promptly notify the Indemnifying Parties in writing of
the commencement thereof. However, the omission to so notify any Indemnifying
Parties will not relieve such Indemnifying Parties from any liability to such
Indemnified Party hereunder, except to the extent that such Indemnifying Parties
is actually and materially prejudiced by such failure.
4. Assumption of Defense. The Indemnifying Parties will have the
right to assume the defense of any action, claim, proceeding or investigation
and to retain counsel of its choice to represent the Indemnified Parties
(provided such counsel is reasonably satisfactory to the Indemnified Parties).
Any counsel retained by the Indemnifying Parties to represent the Indemnified
Parties will, to the fullest extent consistent with its professional
responsibilities, cooperate with any separate counsel designated by the
Indemnified Parties. The reasonable fees and expenses of such counsel retained
by the Indemnifying Parties will be paid by the Indemnifying Parties. In the
event any Indemnifying Parties assumes the defense of any such action, claim,
proceeding or investigation an Indemnified Party may, notwithstanding such
assumption by such Indemnifying Parties of such defense, retain one separate
counsel on behalf of all Indemnified Parties the cost of which shall be borne by
the Indemnifying Parties if (i) the Indemnifying Parties have failed to provide
counsel reasonably satisfactory to such Indemnified Party in a timely manner or
diligently prosecute such defense, (ii) the Indemnified Parties reasonably
determine that representation of such Indemnified Party would present it with a
conflict of interest or (iii) any Indemnified Party based upon advice of
reputable counsel reasonably determines that there may be legal defenses to it
which are materially different from or in addition to those available to such
Indemnifying Parties which have not been asserted on behalf of such Indemnified
Party by counsel selected by the Indemnifying Parties. No Indemnifying Parties
shall in the defense of any action, claim, proceeding or investigation consent
to entry of any judgment or enter into any settlement which (i) does not include
as an unconditional term thereof the giving by the claimant or plaintiff to
Indemnified Party of a release from all liability in respect of all claims
arising therefrom or (ii) requires the performance of any act (other than the
payment of moneys that are paid in full by the Indemnifying Parties) or the
agreement not to perform any act by any Indemnified Party, in each case except
with the written consent of the Indemnified Party, which consent shall not be
unreasonably withheld.
5. Contribution. If for any reason (other than as a result of the
willful misconduct or negligence of an Indemnified Party) the foregoing
indemnity is unavailable to an Indemnified Party or insufficient to hold an
Indemnified Party harmless, then in lieu of indemnifying such Indemnified Party,
the Indemnifying Parties shall, in accordance with applicable law, contribute to
the amount paid or payable by such Indemnified Party as a result of such claims,
liabilities, losses, damages, or reasonably and actually incurred expenses.
6. Survival. The indemnity, contribution and reasonably and
actually incurred expense reimbursement obligations set forth herein (i) shall
be in addition to any liability any Indemnifying Parties may have to any
Indemnified Party at common law or otherwise, and (ii) shall remain operative
and in full force and effect for a period of three (3) years following the date
hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Indemnification
Agreement to be duly executed as of the day and year first above written.
NATURAL HEALTH TRENDS CORP.
By: /s/ STEPHANIE S. HAYANO
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Stephanie S. Hayano
President and Chief Executive Officer
TERRY L. LACORE
/s/ TERRY L. LACORE
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MARK D. WOODBURN
/s/ MARK D. WOODBURN
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