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Indemnification Agreement - Hvide Marine Inc. and Hans J. Hvide

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                         Hvide Marine Incorporated

                         Indemnification Agreement

         This  Indemnification  Agreement,  dated as of  October  30 , 1998,  is
entered into by and between  Hvide Marine  Incorporated,  a Florida  corporation
(the "Corporation"), and Hans J. Hvide (the "Indemnitee").

                                                W I T N E S S E T H:

         WHEREAS,  the  Corporation  and the  Indemnitee  have been contacted in
connection with a potential proceeding (the "Proceeding");

         WHEREAS,  the Indemnitee believes that the indemnity  provisions of the
Corporation's  Articles of Incorporation might not themselves provide sufficient
protection  against  personal  liability,  if any,  that  may  arise  out of the
Proceeding as a result of his service on behalf of the Corporation;

         WHEREAS,  the  Corporation  desires to hold  harmless and indemnify the
Indemnitee and to make  arrangements  by which the Indemnitee may be advanced or
reimbursed  expenses  incurred by him in connection with the Proceeding,  all to
the fullest extent permitted by the Florida  Business  Corporation Act and other
applicable law;

         NOW, THEREFORE, for and in consideration of the premises and agreements
contained  herein,  and for good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged, the Corporation and the Indemnitee
agree as follows:

         Section 1.  Mandatory  Indemnification.  Subject to the  provisions  of
Section 3, the Corporation shall indemnify and hold harmless the Indemnitee from
and against any and all claims,  damages,  expenses (including attorneys' fees),
judgments,  penalties,  fines  (including  excise taxes assessed with respect to
employee benefit plans), settlements, and all other liabilities incurred or paid
by him in  connection  with the  Proceeding,  defense,  prosecution,  settlement
and/or appeal of the Proceeding or any action, suit or proceeding arising out of
the Proceeding, whether civil, criminal, administrative or investigative, and to
which the Indemnitee was or is a party,  or is threatened to be made a party, by
reason  of the fact  that  the  Indemnitee  is or was an  officer,  director  or
employee  of  the  Corporation  or is or  was  serving  at  the  request  of the
Corporation as an officer,  director,  partner,  trustee,  employee,  adviser or
agent of another  corporation,  partnership,  limited liability  company,  joint
venture,  trust,  employee  benefit  plan or other  enterprise,  or by reason of
anything done or not done by the  Indemnitee in any such capacity or capacities,
provided that the Indemnitee  shall,  with respect to the conduct subject to the
cause of action, have acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best  interests of the  Corporation  and (i) with
respect to any action by or in the right of the  Corporation,  the  Indemnitee's
conduct  shall not have been  adjudged  to have  been  material  to the cause of
action  adjudicated  and to have  constituted  willful  misconduct  or conscious
disregard for the best interests of the Corporation and (ii) with

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 respect to any criminal action or proceeding,  the Indemnitee shall have had no
reasonable cause to believe his conduct was unlawful.

         Section 2.  Indemnification of Expenses Incurred While Testifying.  The
Corporation  shall  indemnify  the  Indemnitee  against   reasonable   expenses,
including  attorneys'  fees,  incurred or paid by the  Indemnitee as a result of
providing  testimony in any proceeding  arising out of the  Proceeding,  whether
civil, criminal,  administrative or investigative,  including any action or suit
by or in the right of the Corporation, by reason of the fact that the Indemnitee
is or was a  director,  officer or  employee  of the  Corporation,  or is or was
serving at the  request of the  Corporation  as an officer,  director,  partner,
trustee, employee, adviser or agent of another corporation, partnership, limited
liability  company,  joint  venture,  trust,  employee  benefit  plan  or  other
enterprise.

         Section 3. Authorization of  Indemnification.  (a) Any  indemnification
under Section 1, unless pursuant to a determination by a court, shall be made by
the  Corporation  only as authorized  in the specific case upon a  determination
that  indemnification  or  reimbursement  of the  Indemnitee  is  proper  in the
circumstances because the Indemnitee has met the applicable standards of conduct
set  forth  in  Section  1 and  that  the  amount  thereof  is  reasonable  (the
"Determination") made:

                  (i) by the  Corporation's  Board of Directors (the "Board") by
         majority  vote or consent of a quorum  consisting  of directors who are
         not, at the time of the Determination,  named parties to the proceeding
         that is the subject of the Determination ("Disinterested Directors");

                  (ii)  by  majority  vote  or  consent  of  a  committee   duly
         designated  by the Board (in which  designation  directors  who are not
         Disinterested  Directors may participate)  consisting  solely of two or
         more Disinterested Directors;

                  (iii) by  independent  legal  counsel  selected  by the  Board
         pursuant to a majority  vote as described in  subparagraph  (i), by the
         committee   described  in   subparagraph   (ii),   or,  if  the  quorum
         contemplated by  subparagraph  (i) cannot be obtained and the committee
         cannot be  designated,  by a  majority  vote of the full Board in which
         directors who are not Disinterested Directors may participate; or

                  (iv) by the Corporation's shareholders by a vote or consent of
         a majority of a quorum  consisting of shareholders  who are not, at the
         time of the  Determination,  parties to the  proceeding  subject to the
         Determination  or, if no such quorum is obtainable,  by a majority vote
         of shareholders who are not parties to such proceeding.

         (b) The  termination  of any action,  suit 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 the Indemnitee did
not act in good faith and in a manner  that he  reasonably  believed to be in or
not opposed to the best interests of the

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<PAGE>



Corporation  or,  with  respect  to  any  criminal  action  or  proceeding,  had
reasonable cause to believe that his conduct was unlawful.

         (c) The  Indemnitee's  conduct with respect to an employee benefit plan
for a purpose he reasonably  believed to be in the interests of the participants
in and  beneficiaries  of the  plan  shall  be  deemed  to be  conduct  that the
Indemnitee  reasonably believed to be in or not opposed to the best interests of
the Corporation.

         (d) For purposes of any Determination  hereunder,  the Indemnitee shall
be deemed to have acted in good faith and in a manner he reasonably  believed to
be in or not opposed to the best interests of the Corporation,  or, with respect
to any criminal action or proceeding, to have had no reasonable cause to believe
his conduct was  unlawful,  if his action is based upon (i) the records or books
of  account  of the  Corporation  or  another  enterprise,  including  financial
statements,  (ii) information supplied to him by the officers of the Corporation
or another  enterprise in the course of their duties,  (iii) the advice of legal
counsel  for the  Corporation  or another  enterprise,  or (iv)  information  or
records  given or reports made to the  Corporation  or another  enterprise by an
independent  certified  public  accountant  or by an  appraiser  or other expert
selected with reasonable care by the Corporation or another enterprise. The term
"another  enterprise" as used in this paragraph shall mean any other corporation
or any partnership,  limited liability company,  joint venture,  trust, employee
benefit plan or other  enterprise  of which the  Indemnitee is or was serving at
the  request of the  Corporation  as an  officer,  director,  partner,  trustee,
employee, adviser or agent. The provisions of this paragraph shall not be deemed
to be exclusive or to limit the  circumstances  in which the  Indemnitee  may be
deemed to have met the applicable standard of conduct set forth in Section 1.

         (e)  Notwithstanding  any other  provision  of this  Agreement,  to the
extent that the  Indemnitee  has been  successful  on the merits or otherwise in
defense of any action, suit or proceeding  described in Section 1, or in defense
of any claim,  issue or matter  referred  to  therein,  he shall be  indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection  with the Proceeding,  defense,  settlement or appeal thereof.
For purposes of this paragraph, the term "successful on the merits or otherwise"
shall include (i) any  termination,  withdrawal,  or dismissal  (with or without
prejudice)  of any claim,  action,  suit or  proceeding  against the  Indemnitee
without  any  express  finding  of  liability  or guilt  against  him,  (ii) the
expiration  of 120 days  after the  making of any claim or threat of an  action,
suit or proceeding  without the  institution of the same and without any promise
or payment made to induce a settlement,  and (iii) the settlement of any action,
suit or proceeding  described in Section 1 pursuant to which the Indemnitee pays
less than $25,000.

         (f) If the Indemnitee is entitled under any provision of this Agreement
to indemnification or reimbursement by the Corporation for only a portion of the
claims,  damages,  expenses,  judgments,  penalties,  fines or  amounts  paid in
settlement  by the  Indemnitee  in  connection  with  the  Proceeding,  defense,
settlement  or appeal of, or  testimony  provided  with  respect  to, any action
specified in Sections 1 or 2, the  Corporation  shall indemnify or reimburse the
Indemnitee for the portion thereof to which

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<PAGE>



the Indemnitee is entitled.  The party or parties making the Determination shall
determine  the portion  (if less than all) of such  claims,  damages,  expenses,
judgments,  penalties,  fines  or  amounts  paid in  settlement  for  which  the
Indemnitee is entitled to indemnification or reimbursement under this Agreement.

     Section 4. Procedures for Making Determination. (a) All costs of making the
Determination required by Section 3 shall be borne by the Corporation.

         (b)  The   Corporation   shall  use  its  best   efforts  to  make  the
Determination contemplated by Section 3 promptly and in any event:

                  (i) if the  Determination  is to be  made  by the  Board  or a
         committee  thereof or by independent  legal counsel,  not later than 30
         days after delivery of a written request therefor to the Corporation by
         the Indemnitee;

                  (ii) if the Determination is to be made by the shareholders of
         the  Corporation,  not  later  than 120  days  after  delivery  of such
         request.

The failure to make a Determination,  either  favorable or adverse,  within such
time period shall constitute a Determination  approving full  indemnification or
reimbursement  of the Indemnitee  except,  in the case of an action by or in the
right  of  the  Corporation,   to  the  extent  that  such   indemnification  or
reimbursement is inconsistent with an adjudication that the Indemnitee's conduct
was  material  to the  cause  of  action  adjudicated  and  constituted  willful
misconduct or conscious disregard for the best interests of the Corporation.

         (c)  Immediately  following  a  Determination  that the  Indemnitee  is
entitled to indemnification or reimbursement,  or the passage of time prescribed
in paragraph (b) for making such Determination, the Corporation shall pay to the
Indemnitee  in cash the  amount  to  which  the  Indemnitee  is  entitled  to be
indemnified or reimbursed without further  authorization or action by the Board;
provided,  however,  that such payment shall be made only to the extent that the
expenses for which indemnification or reimbursement is sought have been incurred
by the Indemnitee.

         (d) If the  Determination  is to be made by independent  legal counsel,
such  counsel  shall,  at the  option  of the  Indemnitee,  be  selected  by the
Indemnitee  with  the  approval  of  the  Board,  which  approval  shall  not be
unreasonably  withheld and which shall be deemed a selection by the Board within
the meaning of clause (iii) of paragraph (a) of Section 3.

         (e) In the event of a  Determination  that the  Indemnitee did not meet
the  applicable  standards  of conduct set forth in Section 1 or that the amount
for which  indemnification  or  reimbursement  is sought is not reasonable,  the
Corporation  shall,  upon the  written  request of the  Indemnitee,  cause a new
Determination to be made by the  Corporation's  shareholders at the next regular
or special meeting of shareholders.

         (f) If at any time a majority of the Board is not  comprised of persons
who are members of the Board at the date of this Agreement or who were nominated
to serve on

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<PAGE>



the Board by a majority of such members  ("Continuing  Directors"),  or there is
otherwise a change in control of the Corporation,  the Corporation  shall,  upon
the request of the Indemnitee,  cause the Determination required by Section 3 to
be made by  independent  legal  counsel  or by a  majority  vote or consent of a
committee of the Board consisting solely of Continuing Directors.

         (g)  The   Corporation   shall  afford  to  the   Indemnitee   and  his
representatives full opportunity to present evidence of the facts upon which the
Indemnitee  relies for  indemnification  or  reimbursement,  together with other
information relating to any requested Determination.  The Corporation shall also
afford the Indemnitee  the  reasonable  opportunity to include such evidence and
information  in  any  proxy   statement  of  the   Corporation   relating  to  a
Determination by the shareholders of the Corporation.

         Section 5. Exclusion from Right to Indemnification. Notwithstanding any
other provision of this Agreement,  no indemnification or reimbursement shall be
made by the Corporation  with respect to any claim against the Indemnitee  under
Section 16(b) of the Securities  Exchange Act of 1934, as amended,  or any claim
as to which indemnification is held to be unlawful or against public policy.

         Section 6.  Advance of Expenses.  (a)  Expenses,  including  attorneys'
fees,  incurred by the  Indemnitee in  investigating,  defending,  settling,  or
appealing,  or providing testimony in, any action, suit or proceeding  described
in Sections 1 or 2 (including,  without limitation, a suit or proceeding seeking
to require the  Corporation to advance  expenses to the  Indemnitee  pursuant to
this  Agreement)  shall  be paid by the  Corporation  in  advance  of the  final
disposition of such action,  suit or proceeding.  The Corporation shall promptly
pay the amount of such  expenses  to the  Indemnitee,  in no event later than 10
days following the Indemnitee's delivery to the Corporation of a written request
for an advance, together with a reasonable accounting of such expenses.

         (b) The  Indemnitee  hereby  undertakes  and  agrees  to  repay  to the
Corporation any advances made pursuant to this Section if and to the extent that
it shall  ultimately  be  determined  that the  Indemnitee is not entitled to be
indemnified by the Corporation for such amounts.

         Section 7.  Nondisclosure of Payments.  Except as expressly required by
the federal  securities or other applicable  laws,  neither party shall disclose
any payments under this Agreement  without the prior approval of the other.  Any
payments to the  Indemnitee  required to be disclosed  shall,  unless  otherwise
required by law, be described only in proxy or information  statements  relating
to special and/or annual  meetings of the  Corporation's  shareholders,  and the
Corporation shall afford the Indemnitee the reasonable opportunity to review all
such disclosures and, if requested,  to explain in such statement any mitigating
circumstances regarding the events reported.

     Section  8.  Miscellaneous.   (a)  All  notices  and  other  communications
pertaining  to this  Agreement  shall be in writing  and shall be deemed to have
been duly given upon the receipt  thereof.  Such  notices  shall be delivered by
hand or facsimile transmission, or

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<PAGE>



mailed,  certified or registered mail with postage prepaid, or sent by overnight
courier  or  delivery  service,  to the  Indemnitee  at the  address  set  forth
following the Indemnitee's signature hereto and to the Corporation at:

         2200 Eller Drive
         P.O. Box 13038
         Ft. Lauderdale, FL 33316
         Attention: General Counsel
         Facsimile: (954) 527-1772

or to such other address as shall be furnished to the other party in writing.

         (b) This Agreement  constitutes the entire understanding of the parties
and supersedes all prior  understandings,  whether written or oral,  between the
parties with respect to the subject matter of this Agreement.

         (c) The rights of  indemnification  and reimbursement  provided in this
Agreement  shall be in  addition  to any  rights  to which  the  Indemnitee  may
otherwise  be entitled  under the  Corporation's  Articles of  Incorporation  or
By-laws or any statute, agreement, vote of shareholders, or otherwise.

         (d) In case any provision of this Agreement  shall be invalid,  illegal
or  unenforceable,  the validity,  legality and  enforceability of the remaining
provisions  shall  not in any way be  affected  or  impaired  thereby  and  such
provision shall be ineffective only to the extent of such invalidity, illegality
or  unenforceability.  The parties  shall  endeavor in good faith to replace the
invalid,  illegal or unenforceable  provision with valid provisions the economic
effect of which comes as close as possible  to that of the  invalid,  illegal or
unenforceable provision.

         (e) The  Corporation  shall cooperate in good faith with the Indemnitee
and use its best  efforts  to  ensure  that the  Indemnitee  is  indemnified  or
reimbursed for liabilities  described  herein to the fullest extent permitted by
law.

         (f) This Agreement shall be governed by and construed under the laws of
the State of  Florida  regardless  of laws that  might  otherwise  govern  under
applicable principles of conflict of laws.

         (g) Neither  this  Agreement  nor any  provision  hereof may be waived,
amended or modified  except  pursuant  to an  agreement  in writing  between the
parties hereto.

         (h) The  obligations of the  Corporation  to the  Indemnitee  hereunder
shall  survive and continue as to the  Indemnitee  although the  Indemnitee  may
cease  to be a  director  or  officer  of the  Corporation.  Each and all of the
covenants,  terms and  provisions  of this  Agreement  shall be binding upon and
inure to the benefit of the successors and assigns of the Corporation  and, upon
the death or incapacity of the Indemnitee,  to the benefit of his estate, heirs,
executors, administrators and personal representatives.

                                                        -6-

<PAGE>


         (i) The  provisions of this Agreement  shall apply to claims,  actions,
suits and  proceedings  whether now pending or hereafter  commenced and shall be
retroactive  to apply  to acts or  omissions  that  have  occurred  prior to the
execution of this Agreement.

         IN WITNESS  WHEREOF,  the parties  have  executed  and  delivered  this
Agreement as of the date first above written.


                                                     HVIDE MARINE INCORPORATED


                                                     By:       


                                                     INDEMNITEE:


                                                     Name: Hans J. Hvide
                                                     Address:    

                                   Facsimile:


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