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EXHIBIT 10.15
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT, effective as of _____ __, 1999, between
NFRONT, INC., a Georgia corporation ("nFront") and _________________
("Indemnitee").
W I T N E S S E T H:
WHEREAS, Indemnitee is an officer of nFront and in such capacity
performs a valuable service for nFront;
WHEREAS, Section 14-2-857 of the Official Code of Georgia Annotated
(the "Statute") authorizes nFront to indemnify officers of nFront, subject to
certain limitations, if approved by the Board of Directors;
WHEREAS, the Statute contemplates that contracts may be entered into
between nFront and officers of nFront with respect to indemnification; and
WHEREAS, in order to encourage Indemnitee to continue to serve as an
officer of nFront and to perform other designated services for nFront at its
request, nFront has determined and agreed to enter into this Agreement with
Indemnitee;
NOW, THEREFORE, in consideration of Indemnitee's continued service as
an officer of nFront and the performance of such other services as requested by
nFront, the parties hereby agree as follows:
1. INDEMNITY OF INDEMNITEE. nFront shall defend, hold harmless
and indemnify Indemnitee to the full extent permitted by the provisions of the
Statute, as currently in effect or as it may hereafter be amended, or by the
provisions of any other statute authorizing or permitting such indemnification,
whether currently in effect or hereafter adopted.
2. ADDITIONAL INDEMNITY. Subject to the provisions of Section 3
hereof, nFront shall defend, hold harmless and indemnify Indemnitee in the event
Indemnitee was, is, or is threatened to be made a named defendant or respondent,
in any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative and whether formal or informal
(including any such action, suit or proceeding brought by or in the right of
nFront), by reason of the fact that he is or was an officer of nFront, or is or
was serving at the request of nFront as a director, officer, employee, agent or
consultant of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against any obligation to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with respect to an
employment benefit plan), expenses (including attorneys' fees), and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding. For purposes of this Section 2, Indemnitee shall be
considered to be serving an employee benefit plan at the request of nFront if
his duties to nFront also impose duties on, or otherwise involve services by,
him to the plan or to participants in or beneficiaries of the plan.
3. LIMITATIONS ON ADDITIONAL INDEMNITY. No indemnity pursuant to
Section 2 hereof shall be paid by nFront to the extent of any liabilities
incurred in a proceeding in which Indemnitee is adjudged liable to nFront or is
subjected to injunctive relief in favor of nFront:
(1) for any appropriation in violation of his duties, of
any business opportunity of nFront;
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(2) for acts or omissions which involve intentional
misconduct or a knowing violation of law;
(3) for the types of liability set forth in O.C.G.A.
ss.14-2-832; or
(4) for any transaction from which Indemnitee received
any improper personal benefit.
4. NOTIFICATION AND DEFENSE OF CLAIM.
(a) Promptly after receipt by Indemnitee of notice of the
commencement of any action, suit or proceeding, Indemnitee will, if a claim in
respect thereto is to be made against nFront under this Agreement, notify nFront
of the commencement thereof, but the failure to so notify nFront will not
relieve it from any liability which it may have to Indemnitee otherwise under
this Agreement. With respect to any such action, suit or proceeding as to which
Indemnitee so notifies nFront:
(i) nFront will be entitled to participate
therein at its own expense; and
(ii) except as otherwise provided below, to the
extent that it may desire, nFront may assume the defense thereof.
(b) After notice from nFront to Indemnitee of its
election to assume the defense thereof, nFront will not be liable to Indemnitee
under this Agreement for any legal or other expenses subsequently incurred by
Indemnitee in connection with the defense thereof other than reasonable costs of
investigation or as otherwise provided below. Indemnitee shall have the right to
employ counsel of his choosing in such action, suit or proceeding but the fees
and expenses of such counsel incurred after notice from nFront of its assumption
of the defense thereof shall be at the expense of Indemnitee unless (i) the
employment of counsel by Indemnitee has been authorized in writing by nFront,
(ii) nFront and Indemnitee shall reasonably conclude that there may be a
conflict of interest between nFront and Indemnitee in the conduct of the defense
of such action, or (iii) nFront shall not in fact have employed counsel to
assume the defense of such action, in each of which cases the reasonable fees
and expenses of Indemnitee's counsel shall be paid by nFront.
(c) nFront shall not be liable to Indemnitee under this
Agreement for any amounts paid in settlement of any threatened or pending
action, suit or proceeding without its prior written consent. nFront shall not
settle any such action, suit or proceeding in any manner which would impose any
penalty or limitation on Indemnitee without Indemnitee's prior written consent.
Neither nFront nor Indemnitee will unreasonably withhold his or its consent to
any proposed settlement.
5. PREPAYMENT OF EXPENSES. Unless Indemnitee otherwise elects,
expenses incurred in defending any civil or criminal action, suit or proceeding
shall be paid by nFront in advance of the final disposition of such action, suit
or proceeding upon receipt by nFront of a written affirmation of Indemnitee's
good faith belief that his conduct does not constitute behavior of the kind
described in Section 3 of this Agreement and Indemnitee furnishes nFront a
written undertaking, executed personally or on his behalf, to repay any advances
if it is ultimately determined that he is not entitled to be indemnified by
nFront under this Agreement.
6. CONTINUATION OF INDEMNITY. All agreements and obligations of
nFront contained in this Agreement shall continue during the period Indemnitee
is an officer of nFront and shall
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continue thereafter so long as Indemnitee shall be subject to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, and whether formal or informal, by reason of
the fact that Indemnitee was an officer of nFront, or is or was serving at the
request of nFront as a director, officer, employee, agent or consultant of
another corporation, partnership, joint venture, trust or other enterprise.
7. RELIANCE. nFront has entered into this Agreement in order to
induce Indemnitee to continue as an officer of nFront and acknowledges that
Indemnitee is relying upon this Agreement in continuing in such capacity.
8. SEVERABILITY. Each of the provisions of this Agreement is a
separate and distinct agreement and independent of the others, so that if any
provision hereof shall be held to be invalid or unenforceable for any reason,
such invalidity or unenforceability shall not affect the validity or
enforceability of the other provisions hereof.
9. GENERAL.
(a) This Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia.
(b) Neither this Agreement nor any rights or obligations
hereunder shall be assigned or transferred by Indemnitee.
(c) This Agreement shall be binding upon Indemnitee and
upon nFront, its successors and assigns, including successors by merger or
consolidation, and shall inure to the benefit of Indemnitee, his heirs, personal
representatives and permitted assigns and to the benefit of nFront, its
successors and assigns.
(d) No amendment, modification or termination of this
Agreement shall be effective unless in writing signed by both parties hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
and as of the day and year first above written.
INDEMNITEE: NFRONT, INC.
By: By:
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Name: Xxxxx X. Xxxxxxx III
----------------------------- Chief Executive Officer
Date: Date:
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