(Exhibit 10.1)
INDEMNITY AGREEMENT
AGREEMENT made this __ day of _____, 1997, between JAZZ PHOTO CORP., a New
Jersey Corporation, with an address of 0000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx
00000, its affiliates, subsidiaries, successors or assigns, herein collectively
referred to as ("Indemnitor" or the "Company"), and XXXX XXXXX, a controlling
shareholder of the Company, with an address of X.X. Xxx 000, Xxxxxxxxxx, XX
00000, herein referred to as Indemnitee.
In consideration of the sum of Ten Dollars ($10.00) and other good and
valuable consideration, receipt of which is acknowledged, the parties agree as
follows:
1. LIABILITY LOSS OR DAMAGE. Indemnitor undertakes to indemnify Indemnitee
from any and all liability, loss, or damage, including but not limited to
securities law violations which Indemnitee may suffer as a result of claims,
demands, costs or judgments against Indemnitee arising from any actions of
Indemnitor, including but not limited to, activities related to a proposed
private financing and to a contemplated public offering of its securities as
more fully set forth in a Letter of Intent between the Indemnitor and Hampshire
Securities Corp. dated March ____, 1997. Indemnitor further agrees to indemnify
Indemnitee from any and all expenses which may be incurred by Indemnitee for
which payment is sought from Indemnitee arising from such Letter
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of Intent, including any and all legal expenses which in all instances shall be
paid by the Company to Indemnitee upon notice by her to the Company that she is
requested to pay such expenses.
Indemnitor shall indemnify the Indemnitee to the fullest extent permitted
by applicable law in effect on the date hereof as such law may, from time to
time, be amended (but, in the case of any such amendment, only to the extent
such amendment permits Indemnitor to provide broader indemnification rights and
protection as the law permitted Indemnitor to provide before such amendment).
Without in any way diminishing the scope of the indemnification provided herein,
the Indemnitor will indemnify the Indemnitee if, and whenever Indemnitee is, or
was involved in any manner (including, without limitation, as a party or as a
witness) in any threatened, pending, or completed proceeding, including, without
limitation, any such proceeding brought by or in the right of the Indemnitor, by
reason of the fact that the Indemnitee is or was deemed to be an agent or by
reason of anything done or not done by the Indemnitee in such capacity, against
expenses and liabilities incurred by Indemnitee in connection with the
investigation, defense, settlement or appeal of any such proceeding, including
any and all actions arising from alleged violation of securities laws. No
initial finding by the Board of Directors of Jazz Photo Corp., its counsel,
independent counsel, arbitrators or stockholders of the Company
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shall be effective to deprive the Indemnitee of the protection of this
indemnification nor shall a court to which the Indemnitee may apply for
enforcement of this indemnity, give any weight to any such adverse finding in
deciding any issue before it, as it is intended that the Indemnitee shall be
paid promptly upon request by the Indemnitor, all amounts necessary to
effectuate the foregoing indemnity in full.
2. DURATION. This Agreement shall continue so long as Indemnitee shall be
subject to any possible proceeding by reason of the fact that the Indemnitee is
or was a controlling person or affiliate of the Company or may be deemed to be
an agent of the Company and shall be applicable to proceedings commenced or
continued after execution of this Agreement, whether arising from acts or
omissions occurring before or after such execution.
3. REQUIREMENT OF NOTICE TO INDEMNITOR. Indemnitee agrees to notify
Indemnitor in writing, within twenty (20) days, by registered or certified mail,
at Indemnitor's address as stated in this Agreement of any claim made against
Indemnitee on the obligations indemnified against or for any pending or
contemplated expense she may deem necessary for her to incur. Such payment may
be made in advance of the actual expenditure.
4. ADVANCEMENT OF EXPENSES. All reasonable expenses incurred by or on
behalf of the Indemnitee shall be advanced by the Indemnitor to the Indemnitee
within ten (10) days after the
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receipt by the Indemnitor of a written request for advances of expenses from
time to time, whether prior to or after final disposition of a proceeding,
including without limitation, any proceeding brought by or in the right of the
Company.
5. OTHER RIGHTS TO INDEMNIFICATION. The Indemnitee's rights of
indemnification and advancement of expenses provided by this Agreement, shall
not be deemed exclusive of any other rights to which the Indemnitee may now or
in the future be entitled under applicable law, the Certificate of Incorporation
or By-Laws of the Company or any agreement, vote of the stockholders of the
Company, or resolution of its directors or otherwise.
IN WITNESS WHEREOF, the parties have executed this Agreement at
____________________________________ , the day and year first above written.
ATTEST: JAZZ PHOTO CORP., Indemnitor
_____________________ By /s/ Xxxxx X. Xxxxxxxxx
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XXXXX X. XXXXXXXXX, Chief
Executive Officer
WITNESS:
_____________________________
_____________________ XXXX XXXXX, ,Indemnitee
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