Exhibit 6.13
FOOD EXTRUSION, INC.
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT ("Agreement") is made as of
this ___ day of ____________, 1997, by and between FOOD EXTRUSION, INC., a
Nevada corporation (the "Company"), and _________________ ("Indemnitee").
WHEREAS the Company and Indemnitee recognize the increasing difficulty
in obtaining directors' and officers' liability insurance, the significant
increases in the cost of such insurance and the general reductions in the
coverage of such insurance;
WHEREAS the Company and Indemnitee further recognize the substantial
increase in corporate litigation in general, subjecting officers and directors
to expensive litigation risks at the same time as the availability and coverage
of liability insurance has been severely limited; and
WHEREAS the Company desires to attract and retain the services of
highly qualified individuals, such as Indemnitee, to serve as officers and
directors of the Company and to indemnify its officers and directors so as to
provide them with the maximum protection permitted by law.
NOW, THEREFORE, in consideration for Indemnitee's services as an
officer or director of the Company, the Company and Indemnitee hereby agree as
follows:
1. Indemnification.
(a) Third Party Proceedings. The Company shall indemnify
Indemnitee if Indemnitee was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Company) by reason of the fact that Indemnitee is or was a
director, officer, employee, agent or fiduciary of the Company, or any
subsidiary of the Company, by reason of any action or inaction on the part of
Indemnitee while an officer or director (including, but not limited to, any
action, suit or proceeding arising in connection with the delivery of a legal
opinion to a third party by an officer of the Company) or by reason of the fact
that Indemnitee is or was serving at the request of the Company as a director,
officer, employee, agent or fiduciary of another corporation, partnership, joint
venture, trust or other enterprise, against all liabilities and expenses
(including attorneys' fees), costs, judgments, penalties, fines and amounts paid
in settlement (if such settlement is approved in advance by the Company, which
approval shall not be unreasonably withheld) actually and reasonably incurred by
Indemnitee in connection with such action, suit or proceeding to the fullest
extent permitted by the Nevada Revised Statutes and other applicable law if
Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in or not opposed to the best interests of the Company, and, with respect to
any criminal proceeding, had no reasonable cause to believe Indemnitee's conduct
was unlawful. 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 Indemnitee did not
act in good faith and in a manner which Indemnitee reasonably believed to be in
or not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that Indemnitee's
conduct was unlawful.
(b) Proceedings By or in the Right of the Company. The Company
shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit brought
by or in the right of the Company or any subsidiary of the Company to procure a
judgment in its favor by reason of the fact that Indemnitee is or was a
director, officer, employee, agent or fiduciary of the Company, or any
subsidiary of the Company, by reason of any action or inaction on the part of
Indemnitee while an officer or director, or by reason of the fact that
Indemnitee is or was serving at the request of the Company as a director,
officer, employee, agent or fiduciary of another corporation, partnership, joint
venture, trust or other enterprise, against all liabilities and expenses
(including attorneys' fees) and, to the fullest extent permitted by law, amounts
paid in settlement actually and reasonably incurred by Indemnitee in connection
with the defense or settlement of such action or suit if Indemnitee acted in
good faith and in a manner Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company, except that no indemnification
shall be made in respect of any claim, issue or matter as to which Indemnitee
shall have been finally adjudged to be liable to the Company or for amounts paid
in settlement to the Company, unless and only to the extent that the court in
which the action or suit was brought or other court of competent jurisdiction
determines upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper.
(c) Mandatory Payment of Expenses. To the extent that
Indemnitee has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Subsections (a) and (b) of this
Section 1, or in defense of any claim, issue or matter therein, Indemnitee shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by Indemnitee in connection therewith.
(d) Limitations on Indemnification. No indemnification or
advance of expenses (pursuant to Section 3(a) below) shall be made under this
Agreement, except as provided in Section 1(c) and except where such
indemnification is authorized as proper upon a determination that Indemnitee has
met the applicable standard of conduct set forth in Section 1(a) or 1(b) above,
where such determination is made by any of the following: (i) a majority vote of
a quorum consisting of directors who are not parties to such proceeding; (ii) if
such a quorum is not obtainable, by independent legal counsel in a written
opinion; (iii) if a majority vote of a quorum consisting of directors who are
not parties to such proceeding so orders, by independent legal counsel in a
written opinion; (iv) approval of a majority of the shares represented and
voting at a duly held meeting at which a quorum is present or approval by the
written consent of the holders of a majority of the shares, with any shares
owned by Indemnitee not being entitled to vote thereon or consent thereto; or
(v) the court in which such proceeding is or was pending upon application made
by the Company or Indemnitee or the attorney or other person rendering services
in connection with such defense, whether or not such application by Indemnitee,
the attorney or other person is opposed by the Company; provided however, that
no indemnification or advance of expenses shall be made under this Agreement in
any circumstance where it appears:
(1) that it would be inconsistent with a provision of the
Company's Articles of Incorporation, the Company's Bylaws, a resolution of the
shareholders or an agreement in effect at the time of the accrual of the alleged
cause of action asserted in the proceeding in which the expenses were incurred
or other amounts were paid, which prohibits or otherwise limits indemnification;
or
(2) that it would be inconsistent with any condition
expressly imposed by a court in approving a settlement; or
(3) that, unless ordered by a court pursuant to Section
1(b), a final adjudication establishes that Indemnitee's acts or omissions
involved intentional misconduct, fraud or a knowing violation of the law and was
material to the cause of action.
2. Indemnification of Spouse. The Company shall extend its
indemnification obligations to Indemnitee's spouse for all liabilities and
expenses arising from such spouse's status as the spouse of Indemnitee,
including liabilities and expenses arising from or in connection with claims
that seek damages recoverable from marital community property, property jointly
held by Indemnitee and Indemnitee's spouse or property transferred from
Indemnitee to Indemnitee's spouse.
3. Expenses; Indemnification Procedure.
(a) Advancement of Expenses. The Company shall advance all
expenses incurred by Indemnitee in connection with the investigation, defense,
settlement or appeal of any civil or criminal action, suit or proceeding
referenced in Section 1(a) or (b) hereof (but not amounts actually paid in
settlement of any such action, suit or proceeding). Indemnitee hereby undertakes
to repay such amounts advanced only if, and to the extent that, it shall
ultimately be determined that Indemnitee is not entitled to be indemnified by
the Company as authorized hereby. The advances to be made hereunder shall be
paid by the Company to Indemnitee within twenty (20) days following delivery of
a written request therefor by Indemnitee to the Company.
(b) Notice/Cooperation by Indemnitee. Indemnitee shall give
the Company notice in writing as soon as practicable of any claim made against
Indemnitee for which indemnification will or could be sought under this
Agreement. Notice to the Company shall be directed to the President of the
Company at the address shown on the signature page of this Agreement (or such
other address as the Company shall designate in writing to Indemnitee). Notice
shall be deemed received three (3) business days after the date postmarked if
sent by domestic certified or registered mail, properly addressed; otherwise
notice shall be deemed received when such notice shall actually be received by
the Company. In addition, Indemnitee shall give the Company such information and
cooperation as it may reasonably require and as shall be within Indemnitee's
power. The failure of Indemnitee to give notice as provided above shall not
relieve the Company from liability unless and only to the extent that the
failure materially prejudices the Company's ability adequately to defend
Indemnitee in the proceeding.
(c) Procedure. The Company hereby agrees that it shall make a
determination of entitlement to indemnification under Section 1 within ninety
(90) days of receipt of the notice set forth in Section 3(b). Any
indemnification and advances provided for in Section 1 and this Section 3 shall
be made no later than forty five (45) days after receipt of the written request
of Indemnitee. If a claim under this Agreement, under any statute, or under any
provision of the Company's Articles of Incorporation or Bylaws providing for
indemnification, is not paid in full by the Company within forty five (45) days
after a written request for payment thereof has first been received by the
Company, Indemnitee may, but need not, at any time thereafter bring an action
against the Company to recover the unpaid amount of the claim and, subject to
Section 14 of this Agreement, Indemnitee shall also be entitled to be paid for
the expenses (including attorneys' fees) of bringing such action. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in connection with any action, suit or proceeding in advance
of its final disposition) that Indemnitee has not met the standards of conduct
which make it permissible under applicable law for the Company to indemnify
Indemnitee for the amount claimed. However, Indemnitee shall be entitled to
receive interim payments of expenses pursuant to Subsection 3(a) unless and
until such defense may be finally adjudicated by court order or judgment from
which no further right of appeal exists. It is the parties' intention that if
the Company contests Indemnitee's right to indemnification, the question of
Indemnitee's right to indemnification shall be for the court to decide. It shall
be presumed that Indemnitee met the applicable standard of conduct required for
indemnification unless the Company shall have affirmatively proven that
Indemnitee did not meet the standard.
(d) Notice to Insurers. If, at the time of the receipt of a
notice of a claim pursuant to Section 3(b) hereof, the Company has director and
officer liability insurance in effect, the Company shall give prompt notice of
the commencement of such proceeding to the insurers in accordance with the
procedures set forth in the respective policies. The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf
of the Indemnitee, all amounts payable as a result of such proceeding in
accordance with the terms of such policies.
(e) Selection of Counsel. In the event the Company shall be
obligated under Section 3(a) hereof to pay the expenses of any proceeding
against Indemnitee, the Company, if appropriate, shall be entitled to assume the
defense of such proceeding, with counsel approved by Indemnitee, upon the
delivery to Indemnitee of written notice of its election so to do. After
delivery of such notice, approval of such counsel by Indemnitee and the
retention of such counsel by the Company, the Company will not be liable to
Indemnitee under this Agreement for any fees of counsel subsequently incurred by
Indemnitee with respect to the same proceeding, provided that (i) Indemnitee
shall have the right to employ counsel in any such proceeding at Indemnitee's
expense; and (ii) if (A) the employment of counsel by Indemnitee has been
previously authorized by the Company, (B) Indemnitee shall have reasonably
concluded that there may be a conflict of interest between the Company and
Indemnitee in the conduct of any such defense, or (C) the Company shall not, in
fact, have employed counsel to assume the defense of such proceeding, then the
fees and expenses of Indemnitee's counsel shall be at the expense of the
Company.
4. Additional Indemnification Rights; Nonexclusivity.
(a) Scope. Notwithstanding any other provision of this
Agreement, but subject to the provisions of Section 1(d) above, the Company
hereby agrees to indemnify the Indemnitee to the fullest extent permitted by
law, notwithstanding that such indemnification is not specifically authorized by
the other provisions of this Agreement, the Company's Articles of Incorporation,
the Company's Bylaws or by statute. In the event of any change, after the date
of this Agreement, in any applicable law, statute, or rule which expands the
right of a Nevada corporation to indemnify a member of its board of directors or
an officer, such changes shall be, ipso facto, within the purview of
Indemnitee's rights and Company's obligations, under this Agreement. In the
event of any change, after the date of this Agreement, in any applicable law,
statute or rule which narrows the right of a Nevada corporation to indemnify a
member of its board of directors or an officer, such changes, to the extent not
otherwise required by such law, statute or rule to be applied to this Agreement
shall have no effect on this Agreement or the parties' rights and obligations
hereunder.
(b) Nonexclusivity. The indemnification provided by this
Agreement shall not be deemed exclusive of any rights to which Indemnitee may be
entitled under the Company's Articles of Incorporation, its Bylaws, any
agreement, any vote of stockholders or disinterested directors, the General
Corporation Law of the State of Nevada, or otherwise, both as to action in
Indemnitee's official capacity and as to action in another capacity while
holding such office. The indemnification provided under this Agreement shall
continue as to Indemnitee for any action taken or not taken while serving in an
indemnified capacity even though he or she may have ceased to serve in such
capacity at the time of any action, suit or other covered proceeding.
5. Partial Indemnification. If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of the expenses, judgments, fines or penalties actually or reasonably
incurred by him or her in the investigation, defense, appeal or settlement of
any civil or criminal action, suit or proceeding, but not, however, for the
total amount thereof, the Company shall nevertheless indemnify Indemnitee for
the portion of such expenses, judgments, fines or penalties to which Indemnitee
is entitled.
6. Mutual Acknowledgement. Both the Company and Indemnitee acknowledge
that in certain instances, Federal law or applicable public policy may prohibit
the Company from indemnifying its directors and officers under this Agreement or
otherwise. Indemnitee understands and acknowledges that the Company has
undertaken or may be required in the future to undertake with the Securities and
Exchange Commission to submit the question of indemnification to a court in
certain circumstances for a determination of the Company's right under public
policy to indemnify Indemnitee.
7. Liability Insurance. The Company shall, from time to time, make the
good faith determination whether or not it is practicable for the Company to
obtain and maintain a policy or policies of insurance with reputable insurance
companies providing the officers and directors of the Company with coverage for
losses from wrongful acts, or to ensure the Company's performance of its
indemnification obligations under this Agreement. Among other considerations,
the Company will weigh the costs of obtaining such insurance coverage against
the protection afforded by such coverage. In all policies of director and
officer liability insurance, Indemnitee and Indemnitee's spouse shall be named
as an insured in such a manner as to provide Indemnitee and Indemnitee's spouse
the same rights and benefits as are accorded to the most favorably insured of
the Company's directors, if Indemnitee is a director; or of the Company's
officers, if Indemnitee is not a director of the Company but is an officer; or
of the Company's key employees, if Indemnitee is not an officer or director but
is a key employee. If Indemnitee serves as a fiduciary of any employee benefit
plans of the Company or any of its subsidiary or affiliated corporations, then
to the extent that the Company maintains an insurance policy or policies
providing fiduciaries insurance, Indemnitee shall be covered by such policy or
policies in accordance with its or their terms, to the maximum extent of the
coverage available for any fiduciary. Notwithstanding the foregoing, the Company
shall have no obligation to obtain or maintain such insurance if the Company
determines in good faith that such insurance is not reasonably available, if the
premium costs for such insurance are disproportionate to the amount of coverage
provided, if the coverage provided by such insurance is limited by exclusions so
as to provide an insufficient benefit, or if Indemnitee is covered by similar
insurance maintained by a subsidiary or parent of the Company.
8. Severability. Nothing in this Agreement is intended to require or
shall be construed as requiring the Company to do or fail to do any act in
violation of applicable law. The Company's inability, pursuant to court order,
to perform its obligations under this Agreement shall not constitute a breach of
this Agreement. The provisions of this Agreement shall be severable as provided
in this Section 8. If this Agreement or any portion hereof shall be invalidated
on any ground by any court of competent jurisdiction, then the Company shall
nevertheless indemnify Indemnitee to the full extent permitted by any applicable
portion of this Agreement that shall not have been invalidated, and the balance
of this Agreement not so invalidated shall be enforceable in accordance with its
terms.
9. Exceptions. Any other provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement:
(a) Claims Initiated by Indemnitee. To indemnify or advance
expenses to Indemnitee with respect to proceedings or claims initiated or
brought voluntarily by Indemnitee and not by way of defense, except with respect
to proceedings brought to establish or enforce a right to indemnification under
this Agreement or any other statute or law or otherwise as required under
Section 78.751 of the Nevada Revised Statutes, but such indemnification or
advancement of expenses may be provided by the Company in specific cases if the
Board of Directors has approved the initiation or bringing of such suit; or
(b) Claims Under Section 16(b). To indemnify Indemnitee for
expenses and the payment of profits arising from the purchase and sale by
Indemnitee of securities in violation of Section 16(b) of the Securities
Exchange Act of 1934, as amended, or any similar successor statute; or
(c) Insured Claims. To indemnify Indemnitee for expenses or
liabilities of any type whatsoever (including, but not limited to, judgments,
fines, ERISA excise taxes or penalties, and amounts paid in settlement) which
have been paid directly to Indemnitee by an insurance carrier under a policy of
officers' and directors' liability insurance maintained by the Company or any
parent or subsidiary of the Company; or
(d) Lack of Good Faith. To indemnify Indemnitee for any
expenses incurred by the Indemnitee with respect to any proceeding instituted by
Indemnitee to enforce or interpret this Agreement, if a court of competent
jurisdiction determines that each of the material assertions made by the
Indemnitee in such proceeding was not made in good faith or was frivolous.
10. California Pseudo-Foreign Corporation Law. To the extent that the
provisions of this Agreement may be unenforceable because of the pseudo-foreign
corporation laws contained in Section 2115 of the California General Corporation
Laws, the Company hereby agrees to indemnify and hold harmless Indemnitee, to
the maximum extent and in the manner permitted by the California General
Corporation Laws, against expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with any proceeding
arising by reason of the fact that Indemnitee is or was an agent of the Company.
11. Construction of Certain Phrases.
(a) For purposes of this Agreement, references to the
"Company" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that if Indemnitee is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
Indemnitee shall stand in the same position under the provisions of this
Agreement with respect to the resulting or surviving corporation as Indemnitee
would have with respect to such constituent corporation if its separate
existence had continued.
(b) For purposes of this Agreement, references to "other
enterprise" shall include employee benefit plan; references to "fines" shall
include any excise taxes assessed on Indemnitee with respect to an employee
benefit plan; and references to "serving at the request of the Company" shall
include any service as a director, officer, employee or agent of the Company
which imposes duties on, or involves services by, such director, officer,
employee or agent with respect to an employee benefit plan, its participants, or
beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan, Indemnitee shall be deemed to have acted in a
manner "not opposed to the best interests of the Company" as referred to in this
Agreement.
(c) For purposes of this Agreement, references to
"liabilities" shall mean liabilities and losses of any type whatsoever,
including, without limitation, judgments, fines, excise taxes and penalties
(including ERISA excise taxes and penalties) and amounts paid in settlement
(including all interest, assessments and other charges paid or payable in
connection with or in respect of such liabilities or losses), actually incurred
by Indemnitee and/or Indemnitee's spouse in connection with or as a result of a
proceeding.
(d) For purposes of this Agreement, references to "expenses"
include any and all direct and indirect costs (including, without limitation,
attorneys' fees and disbursements, court costs, fees and expenses of witnesses,
experts, professional advisors and private investigators, arbitration expenses,
cost of attachment, appeal or similar bonds, travel expenses, duplicating,
printing and binding costs, telephone charges, postage, delivery service fees,
and any and all other disbursements or out-of-pocket expenses) actually and
reasonably incurred by or on behalf of Indemnitee and/or Indemnitee's spouse in
connection with either (i) the investigation, defense, settlement or appeal of,
or being a witness or participant in, a proceeding (including preparing for any
of the foregoing), or (ii) the establishment or enforcement of any right to
indemnification under this Agreement or otherwise or any right to recovery under
any liability insurance policy maintained by the Company; provided, however,
that "expenses" shall not include any judgments, fines or amounts in settlement.
(e) For purposes of this Agreement, reference to "proceeding"
means any threatened, pending or completed action, suit or proceeding (including
any inquiry, hearing, arbitration proceeding or alternative dispute resolution
mechanism), whether civil, criminal, administrative or investigative (including
any action by or in the right of the Company), to which Indemnitee and/or
Indemnitee's spouse is or was a party, witness or other participant, or is
threatened to be made a party, witness or other participant, by reason of the
fact that Indemnitee is or was an officer, director, employee or agent or
fiduciary, or by reason of anything done or not done by Indemnitee in that
capacity or in any other capacity, whether before or after the date of this
Agreement.
12. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original.
13. Successors and Assigns. This Agreement shall be binding upon the
Company and its successors and assigns, and shall inure to the benefit of
Indemnitee and Indemnitee's estate, heirs, legal representatives and assigns.
14. Attorneys' Fees. In the event that any action is instituted by
Indemnitee under this Agreement to enforce or interpret any of the terms hereof,
Indemnitee shall be entitled to be paid all court costs and expenses, including
reasonable attorneys' fees, incurred by Indemnitee with respect to such action,
unless as a part of such action, the court of competent jurisdiction determines
that each of the material assertions made by Indemnitee as a basis for such
action were not made in good faith or were frivolous. In the event of an action
instituted by or in the name of the Company under this Agreement or to enforce
or interpret any of the terms of this Agreement, Indemnitee shall be entitled to
be paid all court costs and expenses, including attorneys' fees, incurred by
Indemnitee in defense of such action (including with respect to Indemnitee's
counterclaims and crossclaims made in such action), unless as a part of such
action the court determines that each of Indemnitee's material defenses to such
action were made in bad faith or were frivolous.
15. Notice. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed duly given (i) if
delivered by hand and receipted for by the party addressee, on the date of such
receipt, or (ii) if mailed by domestic certified or registered mail with postage
prepaid, on the third business day after the date postmarked. Addresses for
notice to either party are as shown on the signature page of this Agreement, or
as subsequently modified by written notice.
16. Consent to Jurisdiction. Any controversy or dispute arising out of
this Agreement shall be brought in any state or federal court located within
Sacramento County of the State of California. The Company and Indemnitee each
hereto consent to the jurisdiction of any state or federal court located within
Sacramento County of the State of California and waives personal service of any
and all process upon it and consents that all such service of process be made by
certified mail directed to such party at the address set forth on the signature
page of this Agreement (or such other address as the Company shall designate in
writing to Indemnitee).
17. Choice of Law. This Agreement shall be governed by and its
provisions construed in accordance with the laws of the State of Nevada.
18. Contribution. If the indemnification provided in Section 1 of this
Agreement is unavailable, then, in respect of any proceeding in which the
Company is jointly liable with Indemnitee (or would be if joined in the
proceeding), the Company shall contribute to the amount of expenses and
liabilities as is appropriate to reflect: (i) the relative benefits received by
the Company, on the one hand, and Indemnitee, on the other hand, from the
transaction from which the proceeding arose, and (ii) the relative fault of the
Company, on the one hand, and of Indemnitee, on the other hand, in connection
with the events which resulted in such expenses and liabilities, as well as any
other relevant equitable considerations. The relative fault of the Company, on
the one hand, and of Indemnitee, on the other hand, shall be determined by
reference to, among other things, the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent the circumstances
resulting in such expense and liabilities. The Company agrees that it would not
be just and equitable if contribution pursuant to this Section 18 were
determined by pro rata allocation or any other method of allocation which does
not take account of the equitable considerations described in this Section 18.
19. Amendment and Waiver. This Agreement may not be amended except by a
writing executed by both the Company and Indemnitee. No waiver of any provision
of this Agreement shall be effective unless in writing and signed by the party
to be charged therewith. A waiver of, or a failure to insist on, complete
compliance with any provision of this Agreement shall not be construed as a
waiver of a subsequent or different noncompliance, breach or default of that or
any other provision of this Agreement.
20. Period of Limitations. No legal action shall be brought and no
causes of action shall be asserted by or in the right of the Company against
Indemnitee, Indemnitee's spouse, estate, heirs, executors, administrators or
personal or legal representatives after the expiration of two years from the
date of accrual of such cause of action, and any claim or cause of action of the
Company shall be extinguished and deemed released unless asserted by the timely
filing of a legal action within such two year period; provided, however, that if
any shorter period of limitations is otherwise applicable to any such cause of
action, such shorter period shall govern.
21. Duration of Agreement. This Agreement shall continue in effect for
so long as Indemnitee is subject to any possible proceeding, regardless of
whether Indemnitee continues to serve the Company in any capacity.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
FOOD EXTRUSION, INC.
By: ____________________
Its: ___________________
Address: 0000 Xxxx'x Xxxxxx Xxxxx
Xx Xxxxxx Xxxxx, XX 00000
AGREED TO AND ACCEPTED:
INDEMNITEE:
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(type name)
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(signature)
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(address)
