Exhibit 10(i)
FORM OF INDEMNIFICATION ASSURANCE AGREEMENT
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[BETHLEHEM STEEL CORPORATION]
[Name and Address of
Director or Officer]
Dear :
This letter will confirm the agreement and understanding between
Bethlehem Steel Corporation (the "Company") and you regarding your service as a
[Director/Officer] of the Company.
It is and has been the policy of the Company to indemnify its officers
and directors against any costs, expenses and other liabilities to which they
may become subject by reason of their service to the Company, and to insure its
directors and officers against such liabilities, as and to the extent permitted
by applicable law and in accordance with the principles of good corporate
governance. In this regard, the Company's By-laws (Article IX) require that the
Company indemnify and advance costs and expenses to (collectively, "indemnify")
its directors and officers as permitted by Delaware law. A copy of the relevant
provisions of the Company's By-laws, as amended, is attached hereto.
In consideration of your service as a [Director/Officer] of the
Company, the Company shall indemnify you, and hereby confirms its agreement to
indemnify you, to the full extent provided by applicable law and the By-laws of
the Company as currently in effect. In particular, as provided by the By-laws,
the Company shall make any necessary determination as to your entitlement to
indemnification in respect of any liability within 60 days of receiving a
written request from you for indemnification against such liability. You have
agreed to provide the Company with such information or documentation as the
Company may reasonably request to evidence the liabilities against which
indemnification is sought or as may be necessary to permit the Company to submit
a claim in respect thereof under any applicable directors and officers liability
insurance or other liability insurance policy. You have further agreed to
cooperate with the Company in the making of any determination regarding your
entitlement to indemnification. If the Company does not make a determination
within the required 60-day period, a favorable determination will be deemed to
be made, and you shall be entitled to payment, subject only to your written
agreement to refund such payment if a contrary determination is later made and
the delay was by reason of the inability of the Company to make such
determination within the 60-day period. In the event the Company shall determine
that you are not entitled to indemnification, the Company shall give you written
notice thereof specifying the reason
therefor, including any determinations of fact or conclusions of law relied upon
in reaching such determination. Notwithstanding any determination made by the
Company that you are not entitled to indemnification, you shall be entitled to
seek a de novo judicial determination of your right to indemnification under the
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By-laws and this agreement by commencing an appropriate action therefor within
180 days after the Company shall notify you of its determination. The Company
shall not oppose any such action by reason of any prior determination made by it
as to your right to indemnification or, except in good faith, raise any
objection not specifically relating to the merits of your indemnification claim
or not considered by the Company in making its own determination. In any such
proceeding, the Company shall bear the burden of proof in showing that your
conduct did not meet the applicable standard of conduct required by the By-laws
or applicable law for indemnification. It is understood that, as provided in
Section 4 of Article IX of the By-laws, any expenses incurred by you in any
investigation or proceeding by the Company or before any court commenced for the
purpose of making any such determination shall be reimbursed by the Company. No
future amendment of the By-laws shall diminish your rights under this agreement,
unless you shall have consented to such amendment.
Your right to indemnification as aforesaid shall be in addition to
any right to remuneration to which you may from time to time be entitled as a
[Director/Officer].
It is understood and agreed that your right to indemnification shall
not entitle you to continue in your present position with the Company or any
future position to which you may be appointed or elected and that you shall be
entitled to indemnification under the By-laws only in respect to liabilities
arising out of acts or omissions or alleged acts or omissions by you as a
[Director/Officer] or as otherwise provided by the By-laws, but you shall be
entitled to such indemnification with respect to any such liability, whether
incurred or arising during or after your service as a [Director/Officer] and
whether before or after the date of this letter, in respect of any claim, cause,
action, proceeding or investigation, whether commenced, accruing or arising
during or after your service as a [Director/Officer] and whether before or after
the date of this letter.
In further consideration of your service as a [Director/Officer] of
the Company, the Company in connection with its indemnification policy has
arranged for the issuance of, and you shall be entitled to the benefits of, an
"Irrevocable Straight Standby Letter of Credit" issued by Xxxxxx Guaranty Trust
Company of New York. Said letter of credit has been arranged for the purpose of
assuring payment to you, certain other current and former directors and officers
of the Company and future directors, officers and employees of the Company and
its affiliates designated by the Board of Directors of the Company
("Indemnitees") of any amounts to which you and they may become entitled as
indemnification pursuant to the By-laws in the event that, for any reason, the
Company shall
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fail promptly to pay to you, upon written request therefor, any such
indemnification, said assurance for all Indemnitees being limited at any time to
$5,000,000 in aggregate amount. The Company understands that there has been
established an irrevocable trust, the Bethlehem Indemnification Trust, for which
First Valley Bank, Bethlehem, Pennsylvania, acts as trustee, for the purpose,
among other things, of administering the respective interests of the Indemnitees
in said letter of credit, and the Company has consented to the issuance and
delivery of said letter of credit to the Bethlehem Indemnification Trust. Unless
renewed or replaced by a comparable letter of credit in the amount of
$5,000,000, the full undrawn amount of said letter of credit may be drawn upon
prior to the expiration thereof. Drawings on said letter of credit may be
arranged through the Bethlehem Indemnification Trust, as provided by the trust
agreement therefor, by contacting the First Valley Bank, Xxx Xxxxxxxxx Xxxxx,
Xxxxxxxxx, Xxxxxxxxxxxx 00000. You have agreed to repay to the Bethlehem
Indemnification Trust any amount paid to you by such trust (i) if it shall
ultimately be determined (by the Company and upon expiration of the 180-day
period for commencement of a judicial proceeding for a de novo determination or
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by a final judicial determination) that you are not entitled under this
agreement or otherwise to indemnification from Bethlehem in respect of the
liability for which you shall have received payment or (ii) if you shall
subsequently receive payment in respect of such liability from any liability
insurer or from Bethlehem or any successor thereto. It is agreed that, in
addition to the rights of any other person to do so, the Company shall have the
right to compel any repayment to the Bethlehem Indemnification Trust so
required.
This agreement shall terminate upon the later of (i) the tenth
anniversary of the date on which you shall cease to be a director or officer of
the Company or (ii) the final termination or resolution of all actions, suits,
proceedings or investigations commenced within such ten-year period and relating
to the Company or any of its affiliates or your services thereto to which you
may be or become a party and of all claims for indemnification by you under this
agreement or against the Bethlehem Indemnification Trust asserted within such
ten-year period.
This agreement supersedes any and all prior agreements between the
Company and you relating to the subject matter hereof. It is understood and
agreed that this agreement is binding upon the Company and its successors and
shall inure to your benefit and that of your heirs, distributees and legal
representatives. This agreement, and the interpretation and enforcement hereof,
shall be governed by the laws of the State of Delaware. In confirmation of the
provisions of the Company's By-laws, the Company hereby agrees to pay, and you
shall be held harmless from and indemnified against, any costs and expenses
(including attorneys' fees) which you may reasonably incur in connection with
any challenge to the validity of, or the performance and enforcement of, this
agreement, in the same manner as provided by the Company's By-laws.
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If the foregoing is in accordance with your understanding of our
agreement, kindly countersign the enclosed copies of this letter, whereupon this
letter shall become a binding agreement in accordance with the laws of the State
of Delaware.
Very truly yours,
BETHLEHEM STEEL CORPORATION
By: ________________________
_______________________________
[Signature of Director/Officer]
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Schedule A
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1. Indemnification Assurance Agreement dated August 22, 1986 between Bethlehem
Steel Corporation and Xxxxxx X. Xxxxxxxx.
2. Indemnification Assurance Agreement dated August 22, 1986 between Bethlehem
Steel Corporation and Xxxxxx X. Xxxxxxx.
3. Indemnification Assurance Agreement dated August 22, 1986 between Bethlehem
Steel Corporation and Xxxxxxxx X. Xxxxx.
4. Indemnification Assurance Agreement dated August 22, 1986 between Bethlehem
Steel Corporation and Xxxxxxxx Xxxxxxxx.
5. Indemnification Assurance Agreement dated August 22, 1986 between Bethlehem
Steel Corporation and Xxxx X. Xxxxxxx.
6. Indemnification Assurance Agreement dated August 22, 1986 between Bethlehem
Steel Corporation and Xxxxxx X. Xxxxxxxx.
7. Indemnification Assurance Agreement dated August 22, 1986 between Bethlehem
Steel Corporation and Xxxxxx X. Xxxxxx.
8. Indemnification Assurance Agreement dated August 22, 1986 between Bethlehem
Steel Corporation and D. Xxxxxxx Xxxxx.
9. Indemnification Assurance Agreement dated August 22, 1986 between Bethlehem
Steel Corporation and Xxxxxx X. Xxxxxx.
10. Indemnification Assurance Agreement dated August 22, 1986 between Bethlehem
Steel Corporation and Xxxxxx X. Xxxxxx.
11. Indemnification Assurance Agreement dated August 22, 1986 between Bethlehem
Steel Corporation and Xxxx X. Xxxxxx, Xx.
12. Indemnification Assurance Agreement dated August 22, 1986 between Bethlehem
Steel Corporation and Xxxxx X. Xxxx.
13. Indemnification Assurance Agreement dated August 22, 1986 between Bethlehem
Steel Corporation and Xxxxx X. Xxxxxxx.
14. Indemnification Assurance Agreement dated August 22, 1986 between Bethlehem
Steel Corporation and Xxxx X. Xxxxxxxxxxx.
00. Indemnification Assurance Agreement dated August 22, 1986 between Bethlehem
Steel Corporation and X. Xxxxx Xxxxx.
16. Indemnification Assurance Agreement dated December 29, 1986 between
Bethlehem Steel Corporation and Xxxxx X. Xxxxx.
17. Indemnification Assurance Agreement dated December 29, 1986 between
Bethlehem Steel Corporation and Xxxxxxxx X. Boylston.
18. Indemnification Assurance Agreement dated January 28, 1987 between
Bethlehem Steel Corporation and Xxxxxx X. Xxxxxxx.
19. Indemnification Assurance Agreement dated January 28, 1987 between
Bethlehem Steel Corporation and Xxxxx X. Xxx.
20. Indemnification Assurance Agreement dated January 28, 1987 between
Bethlehem Steel Corporation and Xxxxxx X. Xxxxxx.
21. Indemnification Assurance Agreement dated March 1, 1987 between Bethlehem
Steel Corporation and Xxxxx X. Xxxxx.
22. Indemnification Assurance Agreement dated May 27, 1987 between Bethlehem
Steel Corporation and Xxxxxx X. Xxxxxx.
23. Indemnification Assurance Agreement dated January 27, 1988 between
Bethlehem Steel Corporation and Xxxx X. Xxxxxx.
24. Indemnification Assurance Agreement dated January 27, 1988 between
Bethlehem Steel Corporation and Xxxxxxx X. Xxxxxxxxx.
25. Indemnification Assurance Agreement dated January 27, 1988 between
Bethlehem Steel Corporation and Xxxxxxx X. Xxxxx.
26. Indemnification Assurance Agreement dated September 27, 1989 between
Bethlehem Steel Corporation and Xxxxxx XxXxxxxxxx, Xx.
27. Indemnification Assurance Agreement dated September 27, 1989 between
Bethlehem Steel Corporation and Xxxx X. Xxxxxx.
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28. Indemnification Assurance Agreement dated June 27, 1990 between Bethlehem
Steel Corporation and Xxxxx X. Xxxxxx.
29. Indemnification Assurance Agreement dated September 26, 1990 between
Bethlehem Steel Corporation and Xxxx X. Ruffle.
30. Indemnification Assurance Agreement dated May 1, 1991 between Bethlehem
Steel Corporation and Xxxx X. Xxxxxxxx.
31. Indemnification Assurance Agreement dated July 1, 1991 between Bethlehem
Steel Corporation and Xxxxxx X. Xxxxxxxx.
32. Indemnification Assurance Agreement dated March 1, 1992 between Bethlehem
Steel Corporation and Xxxxx X. Post.
33. Indemnification Assurance Agreement dated November 1, 1992 between
Bethlehem Steel Corporation and Xxxxxxx X. Xxxxxxx.
34. Indemnification Assurance Agreement dated November 1, 1992 between
Bethlehem Steel Corporation and Xxxxxxx X. Xxxxxx.
35. Indemnification Assurance Agreement dated November 1, 1992 between
Bethlehem Steel Corporation and X. Xxxx Xxxxxxxxxx.
36. Indemnification Assurance Agreement dated March 1, 1993 between Bethlehem
Steel Corporation and Xxxxxxxx X. Xxxxxxxxx.
37. Indemnification Assurance Agreement dated March 1, 1993 between Bethlehem
Steel Corporation and Xxxxxx X. Xxxxx.
38. Indemnification Assurance Agreement dated March 1, 1993 between Bethlehem
Steel Corporation and Xxxxx X. Xxxxx.
39. Indemnification Assurance Agreement dated April 28, 1993 between Bethlehem
Steel Corporation and Xxxxxx X. Xxxx.
40. Indemnification Assurance Agreement dated April 28, 1993 between Bethlehem
Steel Corporation and Xxxxxx X. Xxxxxxx.
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41. Indemnification Assurance Agreement dated April 28, 1993 between Bethlehem
Steel Corporation and Xxxxxxx Xxxxx.
42. Indemnification Assurance Agreement dated April 28, 1993 between Bethlehem
Steel Corporation and Xxxxxxx X. Xxxxxxx, Xx.
43. Indemnification Assurance Agreement dated March 1, 1994 between Bethlehem
Steel Corporation and Xxxxxxxxx X. Xxxxxxx, Xx.
44. Indemnification Assurance Agreement dated March 16, 1994 between Bethlehem
Steel Corporation and Xxxxx X. Xxxxx.
45. Indemnification Assurance Agreement dated January 31, 1996 between
Bethlehem Steel Corporation and Xxxxxxx X. Xxxxxxxx.
46. Indemnification Assurance Agreement dated May 1, 1996 between Bethlehem
Steel Corporation and Xxxxxxx X. Xxxxxxx.
47. Indemnification Assurance Agreement dated May 1, 1996 between Bethlehem
Steel Corporation and Xxxxxxx X. Xxxxxxx.
48. Indemnification Assurance Agreement dated May 1, 1996 between Bethlehem
Steel Corporation and Xxxxxx X. Xxxxxx.
49. Indemnification Assurance Agreement dated May 1, 1996 between Bethlehem
Steel Corporation and Xxxxxxx X. Xxxxxxxxxx.
50. Indemnification Assurance Agreement dated June 5, 1998 between Bethlehem
Steel Corporation and Van X. Xxxxxx.
51. Indemnification Assurance Agreement dated June 17, 1998 between Bethlehem
Steel Corporation and Xxxxxxx X. Xxxxxxx.
52. Indemnification Assurance Agreement dated February 19, 1999 between
Bethlehem Steel Corporation and Xxxx X. Xxxxxxx.
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