EXHIBIT 10.8


 


FORM OF INDEMNIFICATION AGREEMENT FOR
DIRECTORS AND OFFICERS


 


AGREEMENT


 


This
Agreement, made and entered into this
       day of
       , (“Agreement”), by and between
Hormel Foods Corporation, a Delaware corporation (“Company”), and
             (“Indemnitee”):


 


WHEREAS,
highly competent persons have become more reluctant to serve publicly-held
corporations as directors or in other capacities unless they are provided with
adequate protection through insurance or adequate indemnification against
inordinate risks of claims and actions against them arising out of their
service to and activities on behalf of the corporation; and


 


WHEREAS, the
Board of Directors of the Company (the “Board”) has determined that, in order
to attract and retain qualified individuals, the Company will attempt to
maintain on an ongoing basis, at its sole expense, liability insurance to
protect persons serving the Company and its subsidiaries from certain
liabilities.  Although the furnishing of
such insurance has been a customary and widespread practice among United
States-based corporations and other business enterprises, the Company believes
that, given current market conditions and trends, such insurance may be
available to it in the future only at higher premiums and with more
exclusions.  At the same time,
directors, officers, and other persons in service to corporations or business
enterprises are being increasingly subjected to expensive and time-consuming
litigation relating to, among other things, matters that traditionally would
have been brought only against the Company or business enterprise itself; and


 


WHEREAS, the
uncertainties relating to such insurance and to indemnification have increased
the difficulty of attracting and retaining such persons; and


 


WHEREAS, the
Board has determined that the increased difficulty in attracting and retaining
such persons is detrimental to the best interests of the Company’s stockholders
and that the Company should act to assure such persons that there will be
increased certainty of such protection in the future; and


 


WHEREAS, it is
reasonable, prudent and necessary for the Company contractually to obligate
itself to indemnify, and to advance expenses on behalf of, such persons to the
fullest extent permitted by applicable law so that they will serve or continue
to serve the Company free from undue concern that they will not be so
indemnified; and


 


WHEREAS, this
Agreement is a supplement to and in furtherance of the By-laws of the Company
and any resolutions adopted pursuant thereto, and shall not be


 


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deemed a substitute therefore,
nor to diminish or abrogate any rights of Indemnitee thereunder; and


 


WHEREAS, each
of Section 145 of the General Corporation Law of the State of Delaware and
the By-laws is nonexclusive, and therefore contemplates that contracts may be
entered into with respect to indemnification of directors, officers and
employees; and


 


WHEREAS,
Indemnitee is willing to serve, continue to serve and to take on additional
service for or on behalf of the Company on the condition that he be so
indemnified;


 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein,
the Company and Indemnitee do hereby covenant and agree as follows:


 


Section 1.  Services by Indemnitee.  Indemnitee agrees to serve as a director or
officer of the Company, and/or at the request of the Company, as a director or
officer of another Enterprise. 
Indemnitee may at any time and for any reason resign from such position
(subject to any other contractual obligation or any obligation imposed by
operation of law), in which event the Company shall have no obligation under
this Agreement to continue Indemnitee in such position.  This Agreement shall not be deemed an
employment contract between the Company (or any of its subsidiaries) and
Indemnitee.  Indemnitee specifically
acknowledges that Indemnitee’s employment with the Company (or any of its
subsidiaries), if any, is at will, and that Indemnitee may be discharged at any
time for any reason, with or without cause, except as may be otherwise provided
in any written employment contract between Indemnitee and the Company (or any
of its subsidiaries), other applicable formal severance policies duly adopted
by the Board, or, with respect to service as a director or officer of the
Company, by the Company’s Certificate of Incorporation, the Company’s By-laws,
and the General Corporation Law of the State of Delaware.  The foregoing notwithstanding, this
Agreement shall continue in force after Indemnitee has ceased to serve as an
officer or director of the Company.


 


Section 2.  Indemnification - General.  The Company shall indemnify, and advance
Expenses (as hereinafter defined) to, Indemnitee (a) as provided in this
Agreement and (b) (subject to the provisions of this Agreement) to the fullest
extent permitted by applicable law in effect on the date hereof and as such law
may be amended from time to time.  The
rights of Indemnitee provided under the preceding sentence shall include, but shall
not be limited to, the rights set forth in the other Sections of this
Agreement.


 


Section 3.  Proceedings Other Than Proceedings by or
in the Right of the Company. 
Subject to the provisions of this Agreement, Indemnitee shall be
entitled to the rights of indemnification provided in this Section 3 if,
by reason of his Corporate Status (as hereinafter defined), he is, or is
threatened to be made, a party to or a participant in any Proceeding (as
hereinafter defined), other than a Proceeding by or in the right of the


 


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Company.  Pursuant to this Section 3 and subject
to the provisions of this Agreement, Indemnitee shall be indemnified against
all Expenses, judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by him or on his behalf in connection with
such Proceeding or any claim, issue or matter therein, if he acted in good
faith and in a manner he 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 his conduct was unlawful.


 


Section 4.  Proceedings by or in the Right of the
Company.  Indemnitee shall be
entitled to the rights of indemnification provided in this Section 4 but
subject to the provisions of this Agreement if, by reason of his Corporate
Status, he is, or is threatened to be made, a party to or a participant in any
Proceeding brought by or in the right of the Company to procure a judgment in its
favor.  Pursuant to this Section but
subject to the provisions of this Agreement, Indemnitee shall be indemnified
against all Expenses actually and reasonably incurred by him or on his behalf
in connection with such Proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company; provided, however, that, if applicable law so provides,
no indemnification against such Expenses shall be made in respect of any claim,
issue or matter in such Proceeding as to which Indemnitee shall have been
adjudged to be liable to the Company unless and to the extent that the Court of
Chancery of the State of Delaware, or the court in which such Proceeding shall
have been brought or is pending, shall determine that such indemnification may
be made.


 


Section 5.  Indemnification for Expenses of a Party
Who is Wholly or Partly Successful. 
Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of his Corporate Status, a party to (or a
participant in) and is successful, on the merits or otherwise, in defense of
any Proceeding (including dismissal without prejudice), he shall be indemnified
to the maximum extent permitted by law against all Expenses actually and
reasonably incurred by him or on his behalf in connection therewith.  If Indemnitee is not wholly successful in
defense of such Proceeding but is successful, on the merits or otherwise, as to
one or more but less than all claims, issues or matters in such Proceeding, the
Company shall indemnify Indemnitee against all Expenses actually and reasonably
incurred by him or on his behalf in connection with each successfully resolved
claim, issue or matter.  For purposes of
this Section and without limitation, the termination of any claim, issue or
matter in such a Proceeding by dismissal, with or without prejudice, shall be
deemed to be a successful result as to such claim, issue or matter.


 


Section 6.  Indemnification for Expenses of a Witness.  Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by reason of his Corporate Status,
a witness in any Proceeding to which Indemnitee is not a party, he shall be
indemnified against all Expenses actually and reasonably incurred by him or on
his behalf in connection therewith.


 


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Section 7.  Advancement of Expenses.  Notwithstanding any provision of this
Agreement to the contrary, the Company shall advance all reasonable Expenses
incurred by or on behalf of Indemnitee in connection with any Proceeding in
which Indemnitee is involved by reason of Indemnitee’s Corporate Status within
ten days after the receipt by the Company of a statement or statements from
Indemnitee requesting such advance or advances from time to time, whether prior
to or after final disposition of such Proceeding.  Such statement or statements shall reasonably evidence the
Expenses incurred by Indemnitee and shall include or be preceded or accompanied
by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced
if it shall ultimately be determined that Indemnitee is not entitled to be
indemnified against such Expenses.  Any
advances and undertakings to repay pursuant to this Section 7 shall be
unsecured and interest free.


 


Section 8.  Procedure for Determination of
Entitlement to Indemnification.


 


(a)                                  To
obtain indemnification under this Agreement, Indemnitee shall submit to the
Company a written request (to be delivered in accordance with Section 21
hereof to the Secretary of the Company), including therein or therewith such
documentation and information as is reasonably available to Indemnitee and is
reasonably necessary to determine whether and to what extent Indemnitee is
entitled to indemnification.  The
Secretary of the Company shall, promptly upon receipt of such a request for
indemnification, advise the Board in writing that Indemnitee has requested
indemnification.


 


(b)                                 Upon
written request by Indemnitee for indemnification pursuant to Section 8(a)
hereof, a determination, if required by applicable law, with respect to
Indemnitee’s entitlement thereto shall be made in the specific case:  (i) if a Change in Control (as hereinafter
defined) shall have occurred, by Independent Counsel (as hereinafter defined)
in a written opinion to the Board of Directors, a copy of which shall be
delivered to Indemnitee; or (ii) if a Change in Control shall not have
occurred, (A) by a majority vote of the Disinterested Directors (as hereinafter
defined), even though less than a quorum of the Board, or (B) if there are no
such Disinterested Directors or, if such Disinterested Directors so direct, by
Independent Counsel in a written opinion to the Board, a copy of which shall be
delivered to Indemnitee; and, if it is so determined that Indemnitee is
entitled to indemnification, payment to Indemnitee shall be made within ten
(10) days after such determination. 
Indemnitee shall cooperate with the person, persons or entity making
such determination with respect to Indemnitee’s entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance
request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such determination. 
Any costs or expenses (including attorneys’ fees and disbursements)
incurred by Indemnitee in so cooperating with the person, persons or entity
making such determination shall be borne by the Company (irrespective of the
determination as to Indemnitee’s entitlement to indemnification) and the
Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 


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(c)                                  In
the event the determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to Section 8(b) hereof, the Independent
Counsel shall be selected as provided in this Section 8(c).  If a Change in Control shall not have
occurred, the Independent Counsel shall be selected by the Disinterested
Directors or, if there are no such Disinterested Directors, by the Board of
Directors, and the Company shall give written notice to Indemnitee advising him
of the identity of the Independent Counsel so selected.  If a Change in Control shall have occurred,
the Independent Counsel shall be selected by Indemnitee (unless Indemnitee
shall request that such selection be made by the Board of Directors, in which
event the preceding sentence shall apply), and Indemnitee shall give written
notice to the Company advising it of the identity of the Independent Counsel so
selected.  In either event, Indemnitee
or the Company, as the case may be, may, within 10 days after such written
notice of selection shall have been given, deliver to the Company or to
Indemnitee, as the case may be, a written objection to such selection; provided,
however, that such objection may be asserted only on the ground that the
Independent Counsel so selected does not meet the requirements of “Independent
Counsel” as defined in Section 17 of this Agreement, and the objection
shall set forth with particularity the factual basis of such assertion.  Absent a proper and timely objection, the
person so selected shall act as Independent Counsel.  If such written objection is so made and substantiated, the
Independent Counsel so selected may not serve as Independent Counsel unless and
until such objection is withdrawn or a court has determined that such objection
is without merit.  If, within 20 days
after submission by Indemnitee of a written request for indemnification
pursuant to Section 8(a) hereof, no Independent Counsel shall have been
selected and not objected to, either the Company or Indemnitee may petition the
Court of Chancery of the State of Delaware or other court of competent
jurisdiction for resolution of any objection which shall have been made by the
Company or Indemnitee to the other’s selection of Independent Counsel and/or
for the appointment as Independent Counsel of a person selected by the Court or
by such other person as the Court shall designate, and the person with respect
to whom all objections are so resolved or the person so appointed shall act as
Independent Counsel under Section 8(b) hereof.  Upon the due commencement of any judicial proceeding or
arbitration pursuant to Section 10(a) of this Agreement, Independent
Counsel shall be discharged and relieved of any further responsibility in such
capacity (subject to the applicable standards of professional conduct then
prevailing).


 


(d)                                 The
Company shall not be required to obtain the consent of the Indemnitee to the
settlement of any Proceeding which the Company has undertaken to defend if the
Company assumes full and sole responsibility for such settlement and the
settlement grants the Indemnitee a complete and unqualified release in respect
of the potential liability.  The Company
shall not be liable for any amount paid by the Indemnitee in settlement of any
Proceeding that is not defended by the Company, unless the Company has
consented to such settlement, which consent shall not be unreasonably withheld.


 


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Section 9.  Presumptions and Effect of Certain
Proceedings.


 


(a)                                  In
making a determination with respect to entitlement to indemnification hereunder,
the person or persons or entity making such determination shall presume that
Indemnitee is entitled to indemnification under this Agreement if Indemnitee
has submitted a request for indemnification in accordance with
Section 8(a) of this Agreement, and the Company shall have the burden of
proof to overcome that presumption in connection with the making by any person,
persons or entity of any determination contrary to that presumption.


 


(b)                                 If
the person or persons empowered or selected under Section 8 of this
Agreement to determine whether Indemnitee is entitled to indemnification shall
not have made a determination within sixty (60) days after receipt by the
Company of the request therefor, the requisite determination of entitlement to
indemnification shall be deemed to have been made and Indemnitee shall be
entitled to such indemnification, absent (i) a misstatement by Indemnitee of a
material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification under applicable
law; provided, however, that such 60-day period may be extended
for a reasonable time, not to exceed an additional thirty (30) days, if the person
or persons making the determination with respect to entitlement to
indemnification in good faith requires such additional time for the obtaining
or evaluating of documentation and/or information relating thereto; and
provided, further, that the foregoing provisions of this Section 9(b)
shall not apply if the determination of entitlement to indemnification is to be
made by Independent Counsel pursuant to Section 8(b) of this Agreement.


 


(c)                                  The
termination of any Proceeding or of any claim, issue or matter therein, by
judgment, order, settlement or conviction, or upon a plea of nolo  contendere
or its equivalent, shall not (except as otherwise expressly provided in this
Agreement) of itself adversely affect the right of Indemnitee to
indemnification or create a presumption that Indemnitee did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that his conduct was unlawful.


 


(d)                                 Reliance
as Safe Harbor.  For purposes of any
determination of Good Faith, Indemnitee shall be deemed to have acted in Good
Faith if Indemnitee’s action is based on the records or books of account of the
Enterprise, including financial statements, or on information supplied to
Indemnitee by the officers of the Enterprise in the course of their duties, or
on the advice of legal counsel for the Enterprise or on information or records
given or reports made to the Enterprise by an independent certified public
accountant or by an appraiser or other expert selected with the reasonable care
by the Enterprise.  The provisions of
this Section 9(d) shall not be deemed to be exclusive or


 


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to limit in any way the other
circumstances in which the Indemnitee may be deemed to have met the applicable
standard of conduct set forth in this Agreement.


 


(e)                                  Actions
of Others.  The knowledge and/or
actions, or failure to act, of any director, officer, agent or employee of the
Enterprise shall not be imputed to Indemnitee for purposes of determining the
right to indemnification under this Agreement.


 


Section 10.  Remedies of Indemnitee.


 


(a)                                  In
the event that (i) advancement of Expenses is not timely made pursuant to
Section 7 of this Agreement, (ii) no determination of entitlement to
indemnification shall have been made pursuant to Section 8(b) of this
Agreement within 90 days after receipt by the Company of the request for indemnification,
(iii) payment of indemnification is not made pursuant to Section 5, 6, the
last sentence of Section 8(b) or the last sentence of Section 17(h)
of this Agreement within ten (10) days after receipt by the Company of a
written request therefor, or (iv) payment of indemnification pursuant to
Section 3 or 4 of this Agreement is not made within ten (10) days after a
determination has been made that Indemnitee is entitled to indemnification,
Indemnitee shall be entitled to an adjudication by the Court of Chancery of the
State of Delaware of his entitlement to such indemnification or advancement of
Expenses.  Alternatively, in accordance
with this Section 10, Indemnitee, at his option, may seek an award in
arbitration to be conducted by a single arbitrator pursuant to the Commercial
Arbitration Rules of the American Arbitration Association.  Indemnitee shall commence such proceeding
seeking an adjudication or an award in arbitration within 180 days following
the date on which Indemnitee first has the right to commence such proceeding
pursuant to this Section 10(a); provided, however, that the
foregoing clause shall not apply in respect of a proceeding brought by
Indemnitee to enforce his rights under Section 5 of this Agreement.  The Company shall not oppose Indemnitee’s
right to seek any such adjudication or award in arbitration.


 


(b)                                 If
a determination shall have been made pursuant to Section 8(b) of this
Agreement that Indemnitee is entitled to indemnification, the Company shall be
bound by such determination in any judicial proceeding or arbitration,
commenced pursuant to this Section 10, absent (i) a misstatement by
Indemnitee of a material fact, or an omission of a material fact necessary to
make Indemnitee’s statement not materially misleading, in connection with the
request for indemnification, or (ii) a prohibition of such indemnification
under applicable law.


 


(c)                                  In
the event that Indemnitee, pursuant to this Section 10, seeks a judicial
adjudication of or an award in arbitration to enforce his rights under, or to
recover damages for breach of, this Agreement, Indemnitee shall be entitled to
recover from the Company, and shall be indemnified by the Company against, any
and all expenses (of the types described in the definition of Expenses in
Section 17 of this


 


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Agreement) actually and
reasonably incurred by him in such judicial adjudication or arbitration, but
only if (and only to the extent) he prevails therein.  If it shall be determined in said judicial adjudication or
arbitration that Indemnitee is entitled to receive part but not all of the
indemnification or advancement of Expenses sought, the expenses incurred by
Indemnitee in connection with such judicial adjudication or arbitration shall
be appropriately prorated.


 


(d)                                 The
Company shall be precluded from asserting in any judicial proceeding or
arbitration commenced pursuant to this Section 10 that the procedures and
presumptions of this Agreement are not valid, binding and enforceable and shall
stipulate in any such court or before any such arbitrator that the Company is
bound by all the provisions of this Agreement.


 


Section 11.  Non-Exclusivity; Survival of Rights;
Insurance; Subrogation.


 


(a)                                  The
rights of indemnification and to receive advancement of Expenses as provided by
this Agreement shall not be deemed exclusive of any other rights to which
Indemnitee may at any time be entitled under applicable law, the Company’s
Certificate of Incorporation, the Company’s By-laws, any other agreement, a
vote of stockholders or a resolution of directors, or otherwise.  No amendment, alteration or repeal of this
Agreement or of any provision hereof shall limit or restrict any right of
Indemnitee under this Agreement in respect of any action taken or omitted by
such Indemnitee in his Corporate Status prior to such amendment, alteration or
repeal.  To the extent that a change in
the General Corporation Law of the State of Delaware, whether by statute or
judicial decision, permits greater indemnification or advancement of Expenses
than would be afforded currently under the Company’s By-laws and this
Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy
by this Agreement the greater benefits so afforded by such change.  No right or remedy herein conferred is
intended to be exclusive of any other right or remedy, and every other right
and remedy shall be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other right or remedy.


 


(b)                                 To
the extent that the Company maintains an insurance policy or policies providing
liability insurance for directors, officers, employees, or agents of the
Company or of any other Enterprise, 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 such director, officer, employee or agent under such
policy or policies.


 


(c)                                  In
the event of any payment under this Agreement, the Company shall be subrogated
to the extent of such payment to all of the rights of recovery of Indemnitee,
who shall execute all papers required and take all action necessary to secure


 


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such rights, including
execution of such documents as are necessary to enable the Company to bring
suit to enforce such rights.


 


(d)                                 The
Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable (or for which advancement is provided hereunder)
hereunder if and to the extent that Indemnitee has otherwise actually received
such payment under any insurance policy, contract, agreement or otherwise.


 


(e)                                  The
Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee
who is or was serving at the request of the Company as a director, officer,
employee or agent of any other Enterprise shall be reduced by any amount
Indemnitee has actually received as indemnification or advancement of expenses
from such other Enterprise.


 


Section 12.  Duration of Agreement.  This Agreement shall continue until and
terminate upon the later of: (a) 10 years after the date that Indemnitee shall
have ceased to serve as a director or officer of the Company or of any other
Enterprise which Indemnitee served at the request of the Company pursuant to
this Agreement; or (b) the final termination of any Proceeding then pending in
respect of which Indemnitee is granted rights of indemnification or advancement
of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to
Section 10 of this Agreement relating thereto.  This Agreement shall be binding upon the Company and its
successors and assigns and shall inure to the benefit of Indemnitee and his
heirs, executors and administrators.


 


Section 13.  Severability.  If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including without limitation, each portion of any
Section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby and shall remain
enforceable to the fullest extent permitted by law; (b) such provision or
provisions shall be deemed reformed to the extent necessary to conform to
applicable law and to give the maximum effect to the intent of the parties
hereto; and (c) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of any Section of this Agreement
containing any such provision held to be invalid, illegal or unenforceable,
that is not itself invalid, illegal or unenforceable) shall  be construed so as to give effect to the
intent manifested thereby.


 


Section 14.  Exception to Right of Indemnification or
Advancement of Expenses. 
Notwithstanding any other provision of this Agreement, but subject to
Section 10(d) hereof, Indemnitee shall not be entitled to indemnification
or advancement of Expenses under this Agreement with respect to any Proceeding
brought by Indemnitee, or any claim therein, unless the bringing of such
Proceeding or making of such claim shall have been approved by the Board of
Directors.


 


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Section 15.  Identical Counterparts.  This Agreement may be executed in one or
more counterparts, each of which shall for all purposes be deemed to be an
original but all of which together shall constitute one and the same
Agreement.  Only one such counterpart
signed by the party against whom enforceability is sought needs to be produced
to evidence the existence of this Agreement.


 


Section 16.  Headings.  The headings of the paragraphs of this Agreement are inserted for
convenience only and shall not be deemed to constitute part of this Agreement
or to affect the construction thereof.


 


Section 17.  Definitions.  For purposes of this Agreement:


 


(a)                                  “Change
in Control” means a change in control of the Company occurring after the
Effective Date of a nature that would be required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item
on any similar schedule or form) promulgated under the Securities Exchange Act
of 1934 (the “Act”), whether or not the Company is then subject to such
reporting requirement; provided, however, that, without
limitation, such a Change in Control shall be deemed to have occurred if after
the Effective Date (i) any “person” (as such term is used in Sections 13(d) and
14(d) of the Act) other than (a) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or (b) a corporation
owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company
is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act),
directly or indirectly, of securities of the Company representing 50% or more
of the combined voting power of the Company’s then outstanding securities
without the prior approval of at least two-thirds of the members of the Board
in office immediately prior to such person attaining such percentage interest;
(ii) there occurs a proxy contest, or the Company is a party to a merger,
consolidation, sale of assets, plan of liquidation or other reorganization not
approved by at least two-thirds of the members of the Board then in office, as
a consequence of which members of the Board in office immediately prior to such
transaction or event constitute less than a majority of the Board thereafter;
or (iii) during any period of two consecutive years, other than as a result of
an event described in clause (a)(ii) of this Section 17, individuals
who at the beginning of such period constituted the Board (including for this
purpose any new director whose election or nomination for election by the
Company’s stockholders was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of such
period) cease for any reason to constitute at least a majority of the Board.


 


(b)                                 “Corporate
Status” describes the status of a person who is or was a director, officer,
employee or agent of the Company or of any other Enterprise.


 


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(c)                                  “Disinterested
Director” means a director of the Company who is not and was not a party to the
Proceeding in respect of which indemnification is sought by Indemnitee.


 


(d)                                 “Effective
Date” means the date first written above.


 


(e)                                  “Enterprise”
shall mean: (i) the Company and/or any entity in which the Company has an
equity interest exceeding five percent (5%); (ii) an employee welfare or
benefit plan of the Company and/or of any entity in which the Company has an
equity interest exceeding five percent (5%); and/or (iii) any other corporation,
entity, partnership, joint venture, trust, employee welfare or benefit plan or
other enterprise of which Indemnitee is or was serving at the express written
request of the Company (by the Company’s Chief Executive Officer or, in respect
of its Chief Executive Officer, by its Executive Vice President) as provided
for in this Agreement as a director, officer, employee, agent or fiduciary,
except that if the Enterprise is a for profit business in which the Company
does not have an equity interest exceeding five percent (5%) then the
Indemitee’s service must have been approved by the Executive Committee of the
Board of Directors of the Company.


 


(f)                                    “Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs,
transcript costs, fees of experts, witness fees, travel expenses, duplicating
costs, printing and binding costs, telephone charges, postage, delivery service
fees, and all other disbursements or expenses of the types customarily incurred
in connection with prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in, or otherwise
participating in, a Proceeding.


 


(g)                                 “Good
Faith” shall mean Indemnitee having 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, having had no
reasonable cause to believe Indemnitee’s conduct was unlawful.


 


(h)                                 “Independent
Counsel” means a law firm, or a member of a law firm, that is among (or is a
member of a law firm that is among) the twenty largest law firms in Minneapolis
or St. Paul, Minnesota and that is experienced in matters of corporation law
and neither presently is, nor in the past five years has been, retained to
represent: (i) the Company or Indemnitee in any matter material to either such
party (other than with respect to matters concerning the Indemnitee under this
Agreement, or of other indemnitees under similar indemnification agreements),
or (ii) any other party to the Proceeding giving rise to a claim for
indemnification hereunder. 
Notwithstanding the foregoing, the term “Independent Counsel” shall not
include any person who, under the applicable standards of professional conduct
then prevailing, would have a conflict of interest in representing either the
Company or Indemnitee in an action to determine Indemnitee’s rights under this
Agreement.  The Company agrees to pay
the reasonable fees and expenses of the Independent Counsel referred to above
and to fully indemnify such


 


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counsel against any and all
Expenses, claims, liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto.


 


(i)                                     “Proceeding”
includes any threatened, pending or completed action, suit, arbitration,
alternate dispute resolution mechanism, investigation, inquiry, administrative
hearing or any other actual, threatened or completed proceeding, whether
brought by or in the right of the Company or otherwise, including any
counterclaims therein, and whether civil, criminal, administrative or
investigative, in which Indemnitee was, is or will be involved as a party or
otherwise, by reason of the fact that Indemnitee is or was a director or
officer of the Company, by reason of any action taken by him or of any inaction
on his part while acting as director or officer of the Company, or by reason of
the fact that he is or was serving at the request of the Company as a director,
officer, employee or agent of another Enterprise, in each case whether or not
he is acting or serving in any such capacity at the time any liability or
expense is incurred for which indemnification or advancement of expenses can be
provided under this Agreement; except one initiated by a Indemnitee pursuant to
Section 10 of this Agreement to enforce his rights under this Agreement.


 


(j)                                     References
to “fines” shall include any excise tax assessed with respect to any employee
welfare or benefit plan; 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 welfare or benefit plan,
other than as participants or beneficiaries; and a person who acted in good
faith and in the manner he reasonably believed to be in the interests of the
participants and beneficiaries of an employee welfare or benefit plan shall be
deemed to have acted in manner “not opposed to the best interest of the
Company” as referred to in this Agreement.


 


Section 18.  Enforcement.


 


(a)                                  The
Company expressly confirms and agrees that it has entered into this Agreement
and assumed the obligations imposed on it hereby in order to induce Indemnitee
to serve as a director or officer of the Company, and the Company acknowledges
that Indemnitee is relying upon this Agreement in serving as a director or
officer of the Company.


 


(b)                                 This
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, oral, written and implied, between the parties hereto with
respect to the subject matter hereof.


 


Section 19.  Modification and Waiver.  No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by both of the
parties hereto.  No waiver of any of the
provisions of this Agreement shall be deemed or


 


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shall constitute a waiver of
any other provisions hereof (whether or not similar) nor shall such waiver
constitute a continuing waiver.


 


Section 20.  Notice by Indemnitee.  Indemnitee agrees promptly to notify the
Company in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding
or matter which may be subject to indemnification or advancement of Expenses
covered hereunder.  The failure of Indemnitee
to so notify the Company shall not relieve the Company of any obligation which
it may have to the Indemnitee under this Agreement or otherwise, except to the
extent the Company is materially prejudiced by such failure.


 


Section 21.  Notices.  All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given if (i)
delivered by hand and receipted for by the party to whom said notice or other
communication shall have been directed, or (ii) mailed by certified or
registered mail with postage prepaid, on the third business day after the date
on which it is so mailed:


 


(a)                                  If
to Indemnitee, to:


 


 


(b)                                 If
to the Company, to:


 


Hormel Foods
Corporation

1 Hormel Place

Austin, Minnesota  55912-3680

Attention: Secretary

Fax: 507-437-5135


 


or to such other address as may
have been furnished to Indemnitee by the Company or to the Company by
Indemnitee, as the case may be.


 


Section 22.  Contribution.  To the fullest extent permissible under
applicable law, if the indemnification provided for in this Agreement is
unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of
indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid
in settlement and/or for Expenses, in connection with any claim relating to an
indemnifiable event under this Agreement, in such proportion as is deemed fair
and reasonable in light of all of the circumstances of such Proceeding in order
to reflect (i) the relative benefits received by the Company and Indemnitee as
a result of the event(s) and/or transaction(s) giving cause to such Proceeding;
and/or (ii) the relative fault of the Company (and its directors, officers,


 


13

















 


employees and agents) and
Indemnitee in connection with such event(s) and/or transaction(s).


 


Section 23.  Governing Law; Submission to
Jurisdiction; Appointment of Agent for Service of Process.  This Agreement and the legal relations among
the parties shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware, without regard to its conflict of laws
rules.  Except with respect to any
arbitration commenced by Indemnitee pursuant to Section 10(a) of this
Agreement, the Company and Indemnitee hereby irrevocably and unconditionally
(i) agree that any action or proceeding arising out of or in connection with
this Agreement shall be brought only in the Chancery Court of the State of
Delaware (the “Delaware Court”), and not in any other state or federal court in
the United States of America or any court in any other country, (ii) consent to
submit to the exclusive jurisdiction of the Delaware Court for purposes of any
action or proceeding arising out of or in connection with this Agreement, (iii)
appoint, to the extent such party is not a resident of the State of Delaware,
irrevocably RL&F Service Corp., One Rodney Square, 10th Floor, 10th and
King Streets, Wilmington, Delaware 19801 as its agent in the State of Delaware
as such party’s agent for acceptance of legal process in connection with any
such action or proceeding against such party with the same legal force and
validity as if served upon such party personally within the State of Delaware,
(iv) waive any objection to the laying of venue of any such action or
proceeding in the Delaware Court, and (v) waive, and agree not to plead or to
make, any claim that any such action or proceeding brought in the Delaware
Court has been brought in an improper or otherwise inconvenient forum.


 


Section 24.  Miscellaneous.  Use of the masculine pronoun shall be deemed
to include usage of the feminine pronoun where appropriate.


 


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IN WITNESS
WHEREOF, the parties hereto have executed this Agreement on the day and year
first above written.


 


 


	
   

  	
  HORMEL FOODS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Indemnitee:

  



 


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