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EXHIBIT 10.4
INDEMNIFICATION AGREEMENT
This Agreement dated as of December 17, 1998 is between Galileo
Corporation, a Delaware corporation (the "Company") and Xxxxxxx Xxxx ("Xxxx").
In order to induce Xxxx to continue as interim chief financial officer of the
Company, as an independent contractor through Argus Management Corp., the
Company hereby agrees as follows:
1. INDEMNIFICATION.
(a) In the event that Xxxx was or is a party to or witness or
other participant in, or is threatened to be made a party to
or witness or other participant in, any threatened or pending
action, suit or proceeding, or in any inquiry or
investigation, whether civil, criminal, administrative,
investigative or other, by reason of his service as interim
chief financial officer of the Company ("Claim"), the Company
shall indemnify Xxxx to the fullest extent permitted by law
against all judgments, fines, penalties, amounts paid in
settlement and reasonable expenses, including attorneys' fees
and all other costs incurred in connection with such Claim.
Notwithstanding anything in the Agreement to the contrary,
Xxxx shall not be entitled to indemnification pursuant to this
Agreement in connection with any Claim initiated by Xxxx
against the Company or any director or officer of the Company,
unless the Company has consented to the initiation of such
Claim.
(b) Xxxx shall promptly (but in no event later than 30 days)
after receiving notice of any Claim for which indemnification
may be sought hereunder give written notice thereof in
reasonable detail to the Company. The Company may elect to
defend or compromise, at its own expense, any Claim by its own
counsel who shall be reasonably satisfactory to Xxxx. Xxxx
shall not compromise or settle any Claim without the prior
written consent of the Company, which shall not be
unreasonably withheld. Xxxx xxx participate at his own expense
in the defense of any Claim as to which the Company is
controlling the defense or settlement. Xxxx shall cooperate
with and assist the Company in all reasonable respects in the
defense or settlement of any Claim.
2. COMPENSATION. The Company shall compensate Xxxx for any time spent by
him that is reasonably necessary or is requested by the Company in connection
with any Claim, including interviews, testimony and preparation, at the rate of
$100 per hour; provided, however, that such compensation will be reduced by any
amounts payable by the Company to Argus Management Corp. for such time spent by
Xxxx. Xxxx will render monthly bills in reasonable detail for such compensation,
payable within thirty days.
3. EFFECT OF INSURANCE AND TAX BENEFITS. Any amount payable to Xxxx by
the Company hereunder shall be reduced by the proceeds of any insurance
recovered by Xxxx and any tax benefits received by him.
4. LIABILITY INSURANCE. To the extent that the Company maintains
insurance providing directors' and officers' liability insurance, the Company
will cause Xxxx to be covered by such
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insurance, in accordance with its terms, if such coverage is obtainable without
additional premium or cost.
5. BINDING EFFECT, ETC. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors, assigns,
heirs and legal representatives. This Agreement shall continue in effect
regardless of whether Xxxx continues to serve as interim chief financial officer
of the Company. Nothing in this Agreement shall be deemed an agreement by the
Company to continue Todd's services in any capacity for any period, and the
Company may terminate Todd's services at any time without cause.
6. This Agreement shall be governed by the laws of Delaware.
Executed as one instrument under seal as of the date stated above.
GALILEO CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Vice President
/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
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