EXHIBIT 39
An Indemnification Letter in the following form has been executed
between the Company and the following individuals:
Xxxxxxx X. Xxxxxxx
X. Xxxxxx Xxxxx, Xx.
Xxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxxxxx, Xx.
Xxxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxxxx
Xxxxx X. XxXxxxxx
Xxxxxx X. Xxxxxx
Xxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Xxxx Xxxxxx
Xxxxxxxx Xxxxxx
Xxxxx Xxxxxxx
Xxxxxxx X. Xxxxxxxxx
INDEMNIFICATION LETTER FOR DIRECTORS
October 10, 1996
Dear ___________________:
Pursuant to Section 152 of the COMPANY ACT, R.S.B.C. 1979, c. 59, as amended,
The Xxxxxx Group Inc. (the "Company") may provide certain indemnities in
favour of directors and former directors of the Company and in favour of
directors or former directors of corporations of which the Company is or was
a shareholder. Article 19.1 of the Articles of the Company provides for
directors and former directors to be indemnified accordingly.
In consideration of one dollar ($1.00) and other valuable consideration, the
receipt and sufficiency whereof is hereby acknowledged, the Company hereby
undertakes to indemnify you and your heirs and personal representatives
against all costs, charges and expenses, including an amount paid to settle
an action or satisfy a judgment, actually and reasonably incurred by you or
any of such persons by reason of, arising from or in connection with your
being a director of the Company or corporation of which the Company is or was
a shareholder, including a judgment in any civil, criminal or administrative
action or proceeding to which you or any of such persons is made a party by
reason of your being or having been an director of the Company or corporation
of which the Company is or was a shareholder, including an action brought by
the Company or any corporation of which the Company is or was a shareholder.
The Company (i) will, so long as you shall be an director of the Company or
corporation of which the Company is or was a shareholder, as the case may be,
use its best efforts to ensure that none of the provisions in the articles of
the Company relating to the indemnity of the directors is altered, (ii) will
not prevent or seek to prevent you from obtaining the protection of any such
provisions and (iii) will do all acts which may be required to secure such
protection including without limitation make application to court for
approval of the indemnity herein.
The foregoing indemnities are subject to the approval of the court, as
provided in the COMPANY ACT and to the conditions that you have acted
honestly and in good faith with a view to the best interests of the Company
or corporation of which the Company is or was a shareholder, as the case may
be, and, in case of a criminal or administrative action or proceeding, you
had reasonable grounds for believing your conduct was lawful. You will be
presumed to have acted honestly and
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in good faith with a view to the best interests of the Company or corporation
of which the Company is or was a shareholder, as the case may be, in the
absence of a determination by the court that you acted in bad faith or with
criminal intent.
This letter also confirms the terms on which the Company will assume conduct
of the defence of any action to which the indemnity relates. Promptly upon
your receiving notice of any claim for which you are entitled to indemnity
under this letter, you will give notice thereof to the Company, together with
all information in your possession related to the subject matter of the
claim, and together with copies of any writs, petitions or other legal
process served upon you. The Company will at its expense assume the defence
of the claim, through counsel of its choice to whom you do not, on reasonable
grounds, object. In addition, if you wish, you may retain legal counsel of
your choice at the cost of the Company. Failure to give notice of a claim in
a timely fashion will not disentitle you or your heirs or personal
representatives to your rights hereunder unless the Company suffers material
prejudice because of the delay.
Thereafter the Company will have carriage of the defence of the claim, but
you will make yourself available at the times and (at the expense of the
Company) places from time to time requested by the Company or its counsel for
the purpose of examinations for discovery, preparation of answer to any
claim, and for any other purposes related to the claim. The Company may at
its expense, settle or compromise any claim made against you, but not without
the consent of you or your heirs or personal representatives, which will not
be unreasonably withheld. The Company will pay all costs of investigating any
claim and all costs associated with conducting the defence.
All amounts advanced by the Company in respect of costs, charges and expenses
of defending the claim will be treated as a non-interest bearing loan and
will be repayable forthwith on demand in the event that the court fails to
approve your entitlement to indemnity hereunder.
The provisions of this letter shall survive your resignation or other
cessation of holding office as director and shall be in addition to and not
in derogation of any rights at law or in equity that you or your heirs and
personal representatives may have.
The Company will be subrogated to all rights which you or your heirs and
personal representatives may have under policies of insurance.
The Company and you and your heirs and personal representatives will execute
all further documents and take all further actions as shall be necessary or
desirable to give effect to the provisions hereof.
If any provision of this agreement is illegal, void, unenforceable or
otherwise ineffective, such provision shall be severed and the remaining
provisions shall remain in full force and effect.
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The provisions hereof shall be binding upon the Company and its successors
and shall survive any amalgamation, merger, combination or other
reorganization of the Company.
Yours very truly
THE XXXXXX GROUP INC.
Per:
Agreed upon this _________ day of October, 1996.
