Exhibit 10.1


 


INDEMNIFICATION
AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT (the “Agreement”), made and entered into
as of the        day of
                    ,
2009, by and between Equifax Inc., a Georgia corporation (the “Company”), and [*Name of Director/Executive Officer*] (“Indemnitee”).


 


RECITALS:


 


WHEREAS, Indemnitee is currently serving or is about to begin
serving as a director or executive officer of the Company and in the future may
serve in some other Corporate Status 
(such term and certain other capitalized terms used herein being defined
in Section 16); and


 


WHEREAS, the Company’s Amended and Restated Articles of
Incorporation (the  “Articles”) provide
for indemnification of directors and officers to the fullest extent permitted
under the Georgia Business Corporation Code, as amended (the “GBCC”), and such
Articles and the GBCC permit the Board of Directors to authorize contracts
between the Company and the directors and officers of the Company providing for
rights of indemnification of such directors and officers in addition to the
rights provided in the Amended and Restated Bylaws of the Company (the “Bylaws”)
or otherwise; and


 


WHEREAS, the Board of Directors of the Company has determined
that the continuation of present trends in litigation will make it more
difficult to attract and retain competent and experienced persons to serve as
directors and officers, that this situation is detrimental to the best
interests of the Company’s shareholders and that therefore the Company should
act to assure its directors and officers that there will be increased certainty
of indemnification protection in the future; and


 


WHEREAS, the  rights of
indemnification and advancement of Expenses provided by this Agreement are
intended to  supplement any other rights with
respect to indemnification or advancement to which Indemnitee may at any time
be entitled under the GBCC, applicable law, the Articles, the Bylaws, any
agreement, a vote of shareholders, a resolution of directors, any court order
(including without limitation pursuant to GBCC Section 14-2-854) or
otherwise (“Other Rights”) and shall not be deemed a substitute therefor, nor
to diminish or abrogate any such Other Rights of Indemnitee; and


 


WHEREAS, in recognition of the need to provide Indemnitee
with substantial protection against personal liability and in order to induce
Indemnitee to continue to serve as a director or officer of the Company, the
Company  has determined and agreed to
enter into this Agreement with Indemnitee;


 


NOW, THEREFORE, in consideration of the premises and the
mutual agreements contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto stipulate and agree as follows:


 


1.                           Indemnification
of Indemnitee.


 


(a)       Subject
to Section 5, the Company hereby agrees to hold harmless and indemnify
Indemnitee against Liability incurred in connection with a Proceeding to which
Indemnitee was or is a Party by reason of Indemnitee’s Corporate Status to the
fullest extent permitted by the GBCC, as the same now exists or may hereafter
be amended (but only to the 


 

















 


extent
any such amendment permits the Company to provide broader indemnification
rights than the GBCC permitted the Company to provide prior to such amendment);
provided, however, that (i) the Company shall not indemnify Indemnitee
hereunder for any Nonreimburseable Liability, (ii)  except as provided in  Section 6 or in any Other Rights,
Indemnitee shall not be entitled to indemnification pursuant to this Agreement
in connection with a Proceeding initiated by Indemnitee (other than in a
Corporate Status capacity) against the Company or any director or officer of
the Company unless the Company has joined in or consented in writing to the
initiation of such action and [(iii) except as
provided in Section 6
or in any Other Rights, Indemnitee shall not be entitled to indemnification
pursuant to this Agreement in connection with a Proceeding 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 (the “Exchange Act”), or any
similar successor statute.]


 


(b)       In
addition, to the extent that Indemnitee is a witness in any Proceeding,
Indemnitee shall be indemnified against all Expenses actually and reasonably
incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 


2.             Advancement of
Expenses.


 


(a) 
Procedure for Advancement of Expenses. The Company shall pay for or
reimburse the reasonable Expenses incurred by Indemnitee in connection with a
Proceeding to which Indemnitee was or is a Party because of Indemnitee’s
Corporate Status in advance of final disposition of the Proceeding if:


 


(i)  Indemnitee furnishes the Company a written
affirmation of Indemnitee’s good faith belief that his or her conduct did not
constitute behavior of the kind that could result in Nonreimbursable Liability
and that Indemnitee is entitled to indemnification pursuant to Section 1
of this Agreement; and


 


(ii)  Indemnitee furnishes the Company a
written undertaking to repay any advances if it is ultimately determined that
Indemnitee is not entitled to indemnification under this Agreement or any Other
Rights. Such undertaking must be an unlimited general obligation of Indemnitee
but need not be secured and shall be accepted without reference to the
financial ability of Indemnitee to make repayment.


 


(b)       Subject
to Section 5, the Company shall pay for or reimburse any Expenses to be
paid by the Company pursuant to Section 2(a) as promptly as
practicable after the later of (i) the Company’s receipt of the
affirmation and undertaking required pursuant to Section 2(a) and (ii) the
Company’s receipt of invoices for specific Expenses to be reimbursed or
advanced. Any advances and undertakings to repay pursuant to this Section 2
shall be unsecured and interest free. 
The obligation of the Company to advance Expenses pursuant to this Section 2
shall be subject to the condition that, if, when and to the extent that the
Company determines that Indemnitee would not be permitted to be indemnified
under applicable law, the Company shall be reimbursed by Indemnitee (who hereby
agrees to reimburse the Company) for all such amounts theretofore paid;
provided, however, that if Indemnitee has commenced or thereafter commences
legal proceedings in a court of competent jurisdiction to secure a
determination that Indemnitee should be indemnified under applicable law, any
determination made by the Company that Indemnitee would not be permitted to be
indemnified under applicable law shall not be binding, and (i) the Company
shall be required to continue to make advances of Expenses and (ii) Indemnitee
shall not be required to reimburse the Company for any advance of Expenses,
unless and until a final judicial determination (as to which all rights of
appeal therefrom have been 


 


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exhausted
or have expired) is made that Indemnitee is not permitted to be indemnified
under applicable law.


 


3.             Indemnification
for Expenses of a Party Who is Partly Successful. If Indemnitee is not
wholly successful in any Proceeding to which Indemnitee was or is a Party
because of Indemnitee’s Corporate Status, but is successful on the merits or
otherwise in defense of one or more but less than all claims, issues or matters
in such Proceeding, including without limitation by the dismissal of any
claims, issues or matters without prejudice, the Company shall indemnify
Indemnitee against all Expenses actually and reasonably incurred by or on
behalf of Indemnitee in connection with each successfully resolved claim, issue
or matter.


 


4.             Partial
Indemnification. If Indemnitee is entitled under any provision of
this Agreement to indemnification by the Company for some or a portion of any
Liability, but not for the total amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.


 


5.             Procedures and
Presumptions for Determination of Reasonableness of Expenses.  The Company acknowledges that indemnification
of, and advance of expenses to, Indemnitee has been pre-authorized by the
Company as permitted by Section 14-2-859(a) of the GBCC by approval
by the shareholders of Article VI of the Company’s Articles, and that
pursuant to the authority exercised under Section 14-2-856 of the GBCC, no
determination need be made for a specific Proceeding that such indemnification
of or advances of Expenses to the Indemnitee is permissible in the
circumstances because he or she has met a particular standard of conduct.  Nevertheless, the following procedures with
respect to requests for indemnification and advancement of Expenses under this
Agreement shall apply:


 


(a)           To obtain indemnification for any Liability or any
advancement of Expenses under this Agreement, Indemnitee shall submit to the
Company a written request, including therein or therewith such documentation
and information as the Company may reasonably request. The Chief Legal Officer
of the Company (or in the absence of the Chief Legal Officer, the Chief
Financial Officer of the Company) shall, promptly upon receipt of such a
request, advise the Board of Directors in writing of the Indemnitee’s request
and the basis therefor. Any Expenses incurred by Indemnitee in connection with
Indemnitee’s request shall be borne by the Company.


 


(b)           Except as provided below, evaluation as the
reasonableness of Expenses of Indemnitee shall be made as follows:


 


(i)            If there are two or more Disinterested Directors, by
the Board of Directors of the Company by a majority vote of all the
Disinterested Directors (a majority of whom shall for such purpose constitute a
quorum) or by a majority of the members of a committee of two or more
Disinterested Directors appointed by such a vote; or


 


(ii)           Where there are fewer than two Disinterested
Directors, by the Board of Directors by the 
vote necessary for action by the Board of Directors in accordance with
GBCC Section 14-2-824(c), in which evaluation directors who do not qualify
as Disinterested Directors may participate; or


 


(iii)          By the shareholders, but shares owned or voted under
the control of a director or officer who at the time does not qualify as a
Disinterested Director or Disinterested Officer with respect to the Proceeding
may not be voted on the authorization.


 


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(c)           If the person(s) or entity empowered or
selected under Section 5(b) to evaluate the reasonableness of
Indemnitee’s Expenses shall not have made a determination within sixty (60)
days after the later of (i) the Company’s receipt of the affirmation and
undertaking required pursuant to Section 2(a) and (ii) the
Company’s receipt of invoices for specific Expenses to be reimbursed or
advanced after receipt by the Company of the request therefor, the requisite
determination that such Expenses are reasonable shall be deemed to have been
made and Indemnitee shall be entitled to payment or reimbursement of such
Expenses.


 


(d)           Indemnitee shall cooperate with the person(s) or
entity making such evaluation with respect to Indemnitee’s Expenses, 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 evaluation. Any member of the Board of Directors, or
shareholder of the Company shall act reasonably and in good faith in making any
evaluation under this Agreement. Any Expenses incurred by Indemnitee in so cooperating
with the person, persons or entity making such evaluation shall be borne by the
Company irrespective of the result of such evaluation and the Company hereby
indemnifies and agrees to hold Indemnitee harmless therefrom.


 


6.             Remedies of
Indemnitee; Legal Fees and Expenses.


 


(a)           If (i) advancement of
Expenses is not timely made pursuant to Section 2 of this Agreement,
or payment of any Liability subject to indemnification hereunder is not
made within fifteen (15) business days after Indemnitee has submitted a request
therefor pursuant to Section 5 of this Agreement, Indemnitee shall be
entitled to an adjudication in an appropriate court of the State of Georgia, or
in any other court of competent jurisdiction, of Indemnitee’s entitlement to
such indemnification or advancement of Expenses. The Company shall not oppose
Indemnitee’s right to seek any such adjudication.


 


(b)           In the event that Indemnitee seeks an interpretation
or judicial adjudication of Indemnitee’s rights under, or to recover damages
for breach of, this Agreement, or to recover under any directors’ and officers’
liability insurance policies maintained by the Company, the Company shall pay
on Indemnitee’s behalf, in advance, any and all expenses (of the types
described in the definition of Expenses in Section 16 of this Agreement)
actually and reasonably incurred by Indemnitee in such interpretation or
judicial adjudication, regardless of whether Indemnitee ultimately is
determined to be entitled to the interpretation, indemnification, advancement
of Expenses or insurance recovery involved therein.


 


(c)           The Company shall be precluded from asserting in any
judicial proceeding commenced pursuant to this Section 6 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.


 


7.             Presumptions of
Entitlement.


 


(a)           If any determination of
entitlement to indemnification under this Agreement shall be required at any time
by law or otherwise, to the extent permitted by law the person, 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 this Agreement, and the Company shall have
the burden of proof to overcome 


 


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that
presumption in connection with the making by any person, persons or entity of
any determination contrary to that presumption.


 


(b)           The knowledge and/or actions, or failure to act, of
any director, officer, agent or employee of the Company shall not be imputed to
Indemnitee for purposes of determining the rights to indemnification and to
advancement of Expenses under this Agreement.


 


8.             No Presumptions
as to Certain Termination Events of a Proceeding. For purposes of this
Agreement, the termination of a Proceeding by judgment, order, settlement, or
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that Indemnitee engaged in any behavior that results in
Nonreimbursable Liability or otherwise failed to meet any standard of conduct
relevant to Indemnitee’s rights under applicable law.


 


9.             Non-Exclusivity;
Vested Rights: Insurance.


 


(a)           The rights of
indemnification as provided by this Agreement (including without limitation the
right to advancement of Expenses) shall be in addition to, and not in lieu of,
any other rights to which Indemnitee may at any time be entitled under the
GBCC, applicable law, the Company’s Articles or Bylaws, any agreement, a vote
of shareholders or a resolution of directors, or any other Other Rights. Except
as required by applicable law, the Company (including any successor) shall not
amend, alter or repeal its Articles or Bylaws or any provision thereof
(including without limitation by merger) if the effect of doing so would be to
deny, diminish or encumber Indemnitee’s rights to indemnification and
advancement of Expenses under this Agreement, and no such action shall be
effective so to deny, diminish or encumber any of such rights, whether or not
any Proceeding shall be pending or threatened against or involving Indemnitee
at the time of such action. No amendment, alteration or termination 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 Indemnitee’s Corporate Status prior to such amendment or
alteration or termination. To the extent that a change in the GBCC, whether by
statute or judicial decision, permits greater indemnification or advancement of
Expenses than would be afforded currently under the GBCC, 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)           The Company may maintain an insurance policy or
policies against liability arising out of this Agreement or otherwise.


 


10.           Subrogation. 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.
Following receipt of indemnification payments hereunder, as further assurance,
Indemnitee shall execute all papers required and take all action reasonably
necessary to secure such rights, including execution of such documents as are
reasonably necessary to enable the Company to bring suit to enforce such
rights.


 


11.           No Duplication
of Payment. The Company shall not be liable under this
Agreement to make any payment of amounts otherwise indemnifiable hereunder if
and to the 


 


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extent
that Indemnitee has otherwise actually received such payment under any
insurance policy, contract, agreement or otherwise.


 


12.           Defense of
Claims. The Company, separately or jointly with any other indemnifying party,
shall be entitled to participate in the defense of any Proceeding to which
Indemnitee is a Party by reason of Indemnitee’s Corporate Status or to assume
the defense thereof, with counsel reasonably satisfactory to Indemnitee, provided,
however, if Indemnitee concludes in good faith that (a) the use of
counsel chosen by the Company to represent Indemnitee would likely present such
counsel with an actual or potential conflict, or (b) any such
representation by counsel would be precluded under the applicable standards of
conduct then prevailing, then Indemnitee shall be entitled to retain separate
counsel (but not more than one law firm plus, if applicable, local counsel, and
if requested by the Company, jointly with any other directors or officers who
are Parties to such Proceeding unless a circumstance of the type referred to in
the preceding clause (a) or clause (b) applies with respect to such
joint representation) at the Company’s expense. The Company shall not be liable
to Indemnitee under this Agreement for any amounts paid in settlement of any
Proceeding effected without the Company’s prior written consent. The Company
shall not, without the prior written consent of Indemnitee, effect any
settlement of any Proceeding unless such settlement solely involves the payment
of money and includes a complete and unconditional release of Indemnitee from
all liability on any claims that are the subject matter of the Proceeding.  Neither the Company nor Indemnitee shall
unreasonably withhold its consent to any proposed settlement; provided,
however, that Indemnitee may withhold consent to any settlement that does not
provide a complete and unconditional release of Indemnitee.


 


13.           Successors and
Binding Agreement.


 


(a)           The Company shall require
any successor (whether direct or indirect, by purchase, merger, consolidation,
reorganization or otherwise) to all or substantially all the business or assets
of the Company, by agreement in form and substance satisfactory to Indemnitee,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent the Company would be required to perform if no such
succession had taken place. This Agreement shall be binding upon and inure to
the benefit of the Company and any successor to the Company, including any
person or entity acquiring directly or indirectly all or substantially all the
business or assets of the Company whether by purchase, merger, share exchange,
reorganization or otherwise (and such successor will thereafter be deemed the “Company”
for purposes of this Agreement). All rights and remedies of Indemnitee
hereunder shall continue to apply and shall be unaffected by any merger or
other transaction in which another person or entity shall become a successor to
the Company, and notwithstanding anything in this Agreement or GBCC Section 14-2-859(b) or
any similar statute to the contrary, such successor shall be and remain fully
obligated by this Agreement after such merger or other transaction.


 


(b)           Indemnitee’s right to indemnification and
advancement of Expenses pursuant to this Agreement shall continue in accordance
with Section 14 regardless of whether Indemnitee has ceased for any reason
Indemnitee’s service to the Company and this Agreement shall inure to the
benefit of and be enforceable by Indemnitee’s personal or legal
representatives, executors, administrators, successors, spouses, heirs, assigns
and other successors.


 


(c)           This Agreement is personal in nature and neither of
the parties hereto shall, without the prior written consent of the other,
assign or delegate this Agreement or any rights or obligations hereunder except
as expressly provided in Sections 13(a) and 13(b).


 


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14.           Duration of
Agreement. All agreements and obligations of the Company
contained herein shall continue during the period Indemnitee is serving as a
director or officer of the Company or in any other capacity having Corporate
Status and shall continue thereafter and apply in connection with any
proceeding to which Indemnitee is at any time made a Party by reason of
Indemnitee’s Corporate Status, whether or not any such Proceeding shall be
pending or threatened against or involving Indemnitee at the time Indemnitee no
longer is serving as a director or officer of the Company or in any other
capacity having Corporate Status.


 


15.           Enforcement;
Reliance.


 


(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; provided that this Agreement shall not supersede any Other
Right to which Indemnitee may be entitled.


 


(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.


 


16.           Definitions.  For purposes of this Agreement:


 


(a) 
 “Corporate Status” describes the status of a person who is or was a
director or officer of the Company or an individual who, while a director or
officer of the Company, is or was serving at the Company’s request as a
director, officer, partner, trustee, employee, administrator or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan, entity, or other enterprise. “Corporate Status” also
describes a person’s service in connection with an employee benefit plan at the
Company’s request if such person’s duties to the Company also impose duties on,
or otherwise involve services by, such person to the plan or to participants in
or beneficiaries of the plan. “Corporate Status” also refers to all actions
that such person takes or does not take while serving in any of the foregoing
capacities.  “Corporate Status” includes,
in reference to a particular person unless the context requires otherwise, the
estate or personal representative of such person.


 


(b) 
“Disinterested Director” or “Disinterested Officer” means a director or
officer, respectively, who at the time of a vote referred to in Section 5
of this Agreement is not:


 


(i)         A Party to the
Proceeding; or


 


(ii)        An individual
having a familial, financial, professional, or employment relationship with the
director or officer whose rights hereunder are the subject of the decision
being made, which relationship would, in the circumstances, reasonably be
expected to exert an influence on the director’s or officer’s judgment when
voting on the decision being made.


 


(c)  “Expenses” include the reasonable
out-of-pocket fees and expenses incurred by Indemnitee, including counsel fees
and expenses.


 


(d)  “Liability” means the obligation to pay a
judgment, settlement, penalty, fine (including an excise tax assessed with
respect to an employee benefit plan), and reasonable Expenses incurred with
respect to a Proceeding.


 


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(e)  “Nonreimbursable Liability” shall mean any
Liability or Expenses incurred in a Proceeding in which Indemnitee is adjudged
liable to the Company or is subjected to injunctive relief in favor of the
Company (i) for any appropriation, in violation of his or her duties, of
any business opportunity of the Company; (ii) for acts or omissions which
involve intentional misconduct or a knowing violation of law; (iii) for
the types of liability set forth in GBCC Section 14-2-832; or (iv) for
any transaction from which he or she received an improper personal benefit.


 


(f)  “Party” includes an individual who was, is
or is threatened to be made a named defendant or respondent in a Proceeding.


 


(g)  “Proceeding” means any threatened,
pending, or completed action, suit, or proceeding, including discovery, whether
civil, criminal, administrative, arbitrative or investigative, whether formal
or informal and including any action brought under the federal securities laws.


 


17.           Severability. If any
provision or provisions of this Agreement shall be held by a court of competent
jurisdiction to be invalid, void, illegal or otherwise 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; 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 thereby.


 


18.           Modification and
Waiver. No supplement, modification, termination 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.


 


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 covered hereunder. The failure to so
notify the Company shall not relieve the Company of any obligation which it may
have to Indemnitee under this Agreement or otherwise unless and only to the
extent that such failure or delay materially prejudices the Company.


 


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 the address set forth below Indemnitee’s signature hereto;


 


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(b) 
If to the Company, to:


 Equifax Inc.


1550 Peachtree St., N.W.


Atlanta, GA 30309


Attention: Chief Legal
Officer


 


,
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.


 


21.           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.


 


22.           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.


 


23.           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 Georgia without application of the
conflict of laws principles thereof.


 


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


 


	
   

  	
  EQUIFAX
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Kent
  E. Mast

  
	
   

  	
   

  	
  Corporate
  Vice President and

  
	
   

  	
   

  	
  Chief
  Legal Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INDEMNITEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Address:

  



 


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