Ex-10.2 Indemnification Agreement



 



EXHIBIT 10.2



FORM OF INDEMNIFICATION AGREEMENT BETWEEN THE COMPANY AND EACH OF THE DIRECTORS
AND EXECUTIVE OFFICERS OF THE COMPANY



This Agreement, made and entered into as of the ____ day of _________, 2004
(“Agreement”), by and between Landstar System, Inc., a Delaware corporation
(“Company”), and [INSERT NAME] (“Indemnitee”):



WHEREAS, highly competent persons are becoming 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 current difficulty of obtaining adequate insurance and the
uncertainties relating to indemnification have increased the difficulty of
attracting and retaining such persons;



WHEREAS, the Board of Directors of the Company (the “Board”) has determined
that the inability to attract and retain 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;



WHEREAS, it is reasonable, prudent and necessary for the Company contractually
to obligate itself to indemnify 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, 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. In consideration of the protection
afforded by this Agreement, if the Indemnitee is a director of the
Company or any of its subsidiaries, or both, he agrees to serve in
such capacity for at least 90 days after the Effective Date and not
to resign voluntarily during such period without the written
consent of a majority of the Board. If the Indemnitee is an officer
of the Company or any of its subsidiaries not serving under an
employment contract, he or she agrees to serve in such capacity for
at least 90 days after the Effective Date of this Agreement and not
to resign voluntarily during such period without the written
consent of a majority of the Board. Following the applicable
period set forth above, the Indemnitee agrees to continue to serve
in such capacity at the will of the Company or such subsidiary, as
the case may be (or under separate agreement, if such agreement
exists), so long as he or she is duly appointed or elected and
qualified in accordance with the applicable provisions of the
By-Laws of the Company or such subsidiary or until such time as he
or she tenders his or her resignation in writing. Notwithstanding
the foregoing provisions of this Section 1, the Indemnitee shall be
entitled to resign with immediate effect if the Company shall not
maintain a policy or policies of directors and officers liability
insurance with reputable and creditworthy insurance companies
providing the officers and directors of the Company and each such
subsidiary with coverage for losses from alleged wrongful acts and
omissions substantially similar, in all material respects, to the
coverage currently mentioned by the Company for such acts and
omissions. Nothing contained in this Agreement is intended to
create in the Indemnitee any right to continued employment,
appointment or service as a director.






	 	 	 
	Section  2.	 	
Indemnification — General. The Company shall indemnify, and
advance Expenses (as hereinafter defined), to Indemnitee as
provided in this Agreement and to the fullest extent permitted by
applicable law in effect on the date hereof and to such greater
extent as applicable law may hereafter from time to time permit.
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. 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 any threatened, pending, or completed
Proceeding (as hereinafter defined), other than a Proceeding by or
in the right of the Company. Pursuant to this Section 3,
Indemnitee shall be indemnified against 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 if, by reason of his Corporate Status, he is, or is threatened to
be made, a party to any threatened, pending or completed Proceeding
brought by or in the right of the Company to procure a judgment in
its favor. Pursuant to this Section, Indemnitee shall be
indemnified against 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. Notwithstanding
the foregoing, 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 if applicable law prohibits such indemnification; provided,
however, that, if applicable law so permits, indemnification
against Expenses shall nevertheless be made by the Company in such
event if and only 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.






	 	 	 
	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 and is successful, on the merits or otherwise,
in any Proceeding, he shall be indemnified against all Expenses
actually and reasonably incurred by him or on his behalf in
connection therewith. If Indemnitee is not wholly successful in
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,
he shall be indemnified against all Expenses actually and
reasonably incurred by him or on his behalf in connection
therewith.






	 	 	 
	Section  7.	 	
Advancement of Expenses. The Company shall advance all reasonable
Expenses incurred by or on behalf of Indemnitee in connection with
any Proceeding within twenty 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.






	 	 	 
	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, 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 the
first sentence of 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) (unless Indemnitee shall request that such determination be made
by the Board of Directors or the stockholders, in which case by the person
or persons or in the manner provided for in clauses (ii) or (iii) of this
Section 8(b)) in a written opinion to the Board of Directors, a copy of
which shall be delivered to Indemnitee; (ii) if a Change of Control shall
not have occurred, (A) by the Board of Directors by a majority vote of a
quorum consisting of Disinterested Directors (as hereinafter defined), or
(B) if a quorum of the Board of Directors consisting of Disinterested
Directors is not obtainable or, even if obtainable, such quorum of
Disinterested Directors so directs, by Independent Counsel in a written
opinion to the Board of Directors, a copy of which shall be delivered to
Indemnitee or (C) by the stockholders of the Company; or (iii) as provided
in Section 9(b) of this Agreement; 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.




	(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 of Control shall not have occurred, the Independent Counsel
shall be selected 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 of 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 7 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. 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. If such written objection is made, the Independent Counsel so
selected may not serve as Independent Counsel unless and until 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 an objection is so resolved or the person so
appointed shall act as Independent Counsel under Section 8(b) hereof. The
Company shall pay any and all reasonable fees and expenses of Independent
Counsel incurred by such Independent Counsel in connection with acting
pursuant to Section 8(b) hereof, and the Company shall pay all reasonable
fees and expenses incident to the procedures of this Section 8(c),
regardless of the manner in which such Independent Counsel was selected or
appointed. Upon the due commencement of any judicial proceeding or
arbitration pursuant to Section 10(a)(iii) 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).






	 	 	 
	Section  9.	 	
Presumptions and Effect of Certain Proceedings.





	(a)
	 	If a Change of Control shall have occurred, 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, persons or entity empowered or selected under Section 8 of
this Agreement to determine whether Indemnitee is entitled to
indemnification shall not have made a determination within 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 30 days, if the person, persons or entity
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 (i) if the determination of entitlement to indemnification is to be
made by the stockholders pursuant to Section 8(b) of this Agreement and if
(A) within 15 days after receipt by the Company of the request for such
determination, the Board of Directors has resolved to submit such
determination to the stockholders for their consideration at an annual
meeting thereof to be held within 75 days after such receipt and such
determination is made thereat, or (B) a special meeting of stockholders is
called within 15 days after such receipt for the purpose of making such
determination, such meeting is held for such purpose within 60 days after
having been so called and such determination is made thereat, or (ii) 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.





 






 





	 	 	 
	Section  10.	 	
Remedies of Indemnitee.





	(a)
	 	In the event that (i) a determination is made pursuant to Section 8 of
this Agreement that Indemnitee is not entitled to indemnification under
this Agreement, (ii) advancement of Expenses is not timely made pursuant
to Section 7 of this Agreement, (iii) the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section
8(b) of this Agreement and such determination shall not have been made and
delivered in a written opinion within 90 days after receipt by the Company
of the request for indemnification, (iv) payment of indemnification is not
made pursuant to Section 6 of this Agreement within ten (10) days after
receipt by the Company of a written request therefor, or (v) payment of
indemnification is not made within ten (10) days after a determination has
been made that Indemnitee is entitled to indemnification or such
determination is deemed to have been made pursuant to Section 8 or 9 of
this Agreement, Indemnitee shall be entitled to an adjudication in an
appropriate court of the State of Delaware, or in any other court of
competent jurisdiction, of his entitlement to such indemnification or
advancement of Expenses. 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). The Company shall not
oppose Indemnitee’s right to seek any such adjudication.




	(b)
	 	In the event that a determination shall have been made pursuant to
Section 8 of this Agreement that Indemnitee is not entitled to
indemnification, any judicial proceeding commenced pursuant to this
Section 10 shall be conducted in all respects as a de novo trial on the
merits and Indemnitee shall not be prejudiced by reason of that adverse
determination. If a Change of Control shall have occurred, in any
judicial proceeding commenced pursuant to this Section 10 the Company
shall have the burden of proving that Indemnitee is not entitled to
indemnification or advancement of Expenses, as the case may be.




	(c)
	 	If a determination shall have been made or deemed to have been made
pursuant to Section 8 or 9 of this Agreement that Indemnitee is entitled
to indemnification, the Company shall be bound by such determination in
any judicial proceeding 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.




	(d)
	 	To the extent permitted by applicable law, the Company shall be precluded
from asserting in any judicial proceeding 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 that
the Company is bound by all the provisions of this Agreement.




	(e)
	 	In the event that Indemnitee, pursuant to this Section 10, seeks a
judicial adjudication 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 Agreement) actually and reasonably incurred by him in
such judicial adjudication, but only if he prevails therein. If it shall
be determined in said judicial adjudication that Indemnitee is entitled to
receive part but not all of the indemnification or advancement or expenses
sought, the expenses incurred by Indemnitee in connection with such
judicial adjudication shall be appropriately prorated.





	 	 	 
	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 Certificate of Incorporation, the By-Laws, any agreement, a vote
of stockholders or a resolution of directors, or otherwise. No amendment,
alteration or termination of this Agreement or any provision hereof shall
be effective as to any Indemnitee with respect to any action taken or
omitted by such Indemnitee in his Corporate Status prior to such
amendment, alteration or termination.




	(b)
	 	To the extent that the Company maintains an insurance policy or policies
providing liability insurance for directors, officers, employees, agents
or fiduciaries of the Company or of any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise which such
person serves at the request of the Company, Indemnitee shall be covered
by such policy or policies in accordance with its or their terms.




	(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 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 hereunder if and to the extent that
Indemnitee has otherwise actually received such payment under any
insurance policy, contract, agreement or otherwise.






	 	 	 
	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 (b) the
final termination of all pending Proceedings 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 (b) 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 by the provision held invalid, illegal or
unenforceable.






	 	 	 
	Section  14.	 	
Exception to Right of Indemnification or Advancement of Expenses.
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 the Indemnitee. To indemnify or advance Expenses
(including attorneys’ fees) to the Indemnitee with respect to proceedings
or claims initiated or brought voluntarily by the Indemnitee and not by
way of defense, counterclaim or crossclaim, 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 145 of the General Corporation Law of the State of Delaware
or other similar provision of any other applicable corporations law, but
such indemnification or advancement of Expenses (including attorneys’
fees) may be provided by the Company in specific cases if the Board of
Directors of the Company has approved the initiation or bringing of such
suit;




	(b)
	 	Lack of Good Faith. To indemnify the Indemnitee for any Expenses
(including attorneys’ fees) incurred by the Indemnitee with respect to any
proceeding instituted by the 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;




	(c)
	 	Insured Claims. To indemnify the 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 the Indemnitee by an insurance carrier under a
policy of directors and officers liability insurance maintained by the
Company or any of its subsidiaries; or




	(d)
	 	Claims Under Section 16(b). To indemnify the Indemnitee for expenses
(including attorneys’ fees) and the payment of profits arising from the
purchase and sale by the Indemnitee of securities in violation of Section
16(b) of the Securities Exchange Act of 1934, as amended, or any similar
successor statute.





	 	 	 
	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” shall mean, and shall be deemed to have occurred if,
on or after the date of this Agreement, (i) any “person” (as such term is
used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended), other than (A) a trustee or other fiduciary holding
securities under an employee benefit plan of one or more of the Company,
or any of its subsidiaries, as the case may be, acting in such capacity 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, becomes the “beneficial owner” (as defined in Rule 13d-3
under said Act), directly or indirectly, of securities of the Company
representing more than 33% of the total voting power represented by the
Company’s then outstanding Voting Securities (as herein defined), (ii)
during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the Company
and any new director whose election by the Board of Directors of the
Company or nomination for election by the Company’s stockholders was
approved by a vote of at least two thirds (2/3) of the directors then
still in office who either were directors at the beginning of the period
or whose election or nomination for election was previously so approved,
cease for any reason to constitute a majority thereof, (iii) the
stockholders of the Company approve a merger or consolidation of the
Company with any other corporation other than a merger or consolidation
that would result in the Voting Securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into Voting Securities of the surviving
entity) at least 80% of the total voting power represented by the Voting
Securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation, (iv) the stockholders of the Company
approve a plan of complete liquidation of the Company or an agreement for
the sale or disposition by the Company of (in one transaction or a series
of related transactions) all or substantially all of the Company’s assets,
or (v) the Company shall file or have filed against it, and such filing
shall not be dismissed, any bankruptcy, insolvency or dissolution
proceedings, or a trustee, administrator or creditors committee shall be
appointed to manage or supervise the affairs of the Company.




	(b)
	 	“Corporate Status” describes the status of a person who is or was a
director, officer, employee, agent or fiduciary of the Company or of any
other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise which such person is or was serving at the
request of the Company.




	(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 February ___, 2004.




	(e)
	 	“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, or being or preparing to
be a witness in a Proceeding.




	(f)
	 	“Independent Counsel” means a law firm, or a member of a law firm, 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, 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.




	(g)
	 	“Proceeding” includes any action, suit, arbitration, alternate dispute
resolution mechanism, investigation, administrative hearing or any other
proceeding whether civil, criminal, administrative or investigative,
except one initiated by an Indemnitee pursuant to Section 10 of this
Agreement to enforce his rights under this Agreement.






	 	 	 
	Section  18.	 	
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 shall constitute a waiver of any
other provisions hereof (whether or not similar) nor shall such
waiver constitute a continuing waiver.






	 	 	 
	Section  19.	 	
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.






	 	 	 
	Section  20.	 	
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:

Landstar System, Inc.

13410 Sutton Park Drive South

Jacksonville, Florida 32224




	(b)
	 	If to the Company to:

Landstar System, Inc.

13410 Sutton Park Drive South

Jacksonville, Florida 32224




or 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  21.	 	
Governing Law. The parties agree that this Agreement shall be
governed by, and construed and enforced in accordance with, the
laws of the State of Delaware.






	 	 	 
	Section  22.	 	
Miscellaneous. Use of the masculine pronoun shall be deemed to
include usage of the feminine pronoun where appropriate.





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




	 	LANDSTAR SYSTEM, INC.




	 	 	 	 
	 	By:	 	



	 
	 	INDEMNITEE