EXHIBIT 10.24


FORM OF INDEMNITY AGREEMENT


 


This AGREEMENT is made
and entered into as of the      day of           ,
200  , by and between Houston Wire & Cable Company, a Delaware
corporation (the “Company”), and                          
(the “Indemnitee”).


 


WHEREAS, Indemnitee
serves as a member of the Board of Directors of the Company (the “Board”); 


 


WHEREAS, in accordance
with Delaware law and the Company’s charter and bylaws, the Board is authorized
and directed to undertake certain responsibilities on behalf of the Company and
its stockholders; and


 


WHEREAS, the Company
believes that Indemnitee’s undertaking of such responsibilities is important to
the Company and that the protection afforded by this Agreement will enhance
Indemnitee’s ability to discharge such responsibilities;


 


NOW, THEREFORE, in
consideration of the premises and of Indemnitee’s agreement to provide services
to the Company as a member of its Board and, if applicable, as a member of one
or more committees established by the Board, and intending to be legally bound
hereby, the parties hereto agree as follows:


 


1.             Certain Definitions:


 


(a)           Change in Control:  shall be deemed to have occurred if,
subsequent to 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 the Company or any wholly-owned subsidiary 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 said Act), directly or indirectly, of securities of the
Company representing 20% or more of the total voting power represented by the
Company’s then outstanding Voting Securities (other than any such person or any
affiliate thereof that is such a 20% beneficial owner as of the date hereof),
or (ii) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board and any new director whose
election by the Board 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, or (iii) the stockholders of the
Company approve a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which 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, or
(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 transactions) all or substantially all the
Company’s assets.


 


(b)           Claim:  any threatened, pending or completed action,
suit or proceeding (including any mediation, arbitration or other alternative
dispute resolution proceeding), and any appeals relating thereto, whether
instituted by or in the right of the Company or by any other party, or any
inquiry or investigation that Indemnitee in good faith believes might lead to
the institution of any such action, suit or proceeding, whether civil
(including intentional and unintentional tort claims), criminal,
administrative, investigative or other.


 



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(c)           Expenses:  include attorneys’ fees and all other costs,
expenses and obligations reasonably paid or incurred in connection with
investigating, defending, being a witness in or participating in (including on
appeal), or preparing to defend, be a witness in or participate in any Claim
relating to any Indemnifiable Event.


 


(d)           Indemnifiable Event:  any event or occurrence related to the fact
that Indemnitee is or was serving as a member of the Board or any committee
thereof, or taking any action or doing anything under the authority and
direction set forth in, or otherwise contemplated by Delaware law, the
Company’s charter or bylaws or any resolution or other directive adopted or
authorized by the Board.


 


(e)           Independent Legal Counsel:  an attorney or firm of attorneys, selected in
accordance with the provisions of Section 3, who shall not have otherwise
performed services for the Company or Indemnitee within the last five years
(other than with respect to matters concerning the rights of Indemnitee under
this Agreement, or of other indemnitees under similar indemnity agreements).


 


(f)            Reviewing Party:  any appropriate person or body consisting of
a member or members of the Board or any other person or body appointed by the
Board who is not a party to the particular Claim for which Indemnitee is
seeking indemnification, or Independent Legal Counsel.  


 


(g)           Voting Securities:  any securities of the Company which vote
generally in the election of directors.


 


2.             Basic Indemnification Arrangement.


 


(a)           In the event Indemnitee was, is or
becomes a party to or witness or other participant in, or is threatened to be
made a party to or witness or other participant in, a Claim by reason of (or
arising in part out of) an Indemnifiable Event, the Company shall indemnify
Indemnitee to the fullest extent permitted by law as soon as practicable but in
any event no later than thirty days after written demand is presented to the
Company, against any and all Expenses, judgments, fines, penalties and amounts
paid in settlement (including all interest, assessments and other charges paid
or payable in connection with or in respect of such Expenses, judgments, fines,
penalties or amounts paid in settlement) of such Claim.  If so requested by Indemnitee, the Company
shall advance (within ten business days of such request) any and all Expenses
to Indemnitee (an “Expense Advance”).


 


(b)           Notwithstanding
the foregoing, (i) the obligations of the Company under Section 2(a)
shall be subject to the condition that the Reviewing Party shall not have
determined (in a written opinion, in any case in which the Independent Legal
Counsel referred to in Section 3 hereof is involved) that Indemnitee would
not be permitted to be indemnified under applicable law, and (ii) the obligation
of the Company to make an Expense Advance pursuant to Section 2(a) shall
be subject to the condition that, if, when and to the extent that the Reviewing
Party determines that Indemnitee would not be permitted to be so indemnified
under applicable law, the Company shall be entitled to 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 Reviewing Party that Indemnitee would not be
permitted to be indemnified under applicable law shall not be binding and
Indemnitee shall not be required to reimburse the Company for any Expense
Advance until a final judicial determination is made with respect thereto (as
to which all rights of appeal therefrom have been exhausted or lapsed).  If there has not been a Change in Control,
the Reviewing Party shall be selected by the Board, and if there has been such
a Change in Control (other than a Change in Control which has been approved by
a majority of the Board who were directors immediately prior to such Change in
Control), the



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Reviewing Party shall be
the Independent Legal Counsel referred to in Section 3 hereof.  If there has been no determination by the
Reviewing Party or if the Reviewing Party determines that Indemnitee
substantively would not be permitted to be indemnified in whole or in part
under applicable law, Indemnitee shall have the right to commence litigation in
any court in the State of Texas or Delaware having subject matter jurisdiction
thereof and in which venue is proper seeking an initial determination by the
court or challenging any such determination by the Reviewing Party or any
aspect thereof, including the legal or factual bases therefor, and the Company
hereby consents to service of process and to appear in any such proceeding.  Any determination by the Reviewing Party
otherwise shall be conclusive and binding on the Company and Indemnitee.


 


3.             Change in Control.  The Company agrees that if there is a Change
in Control of the Company (other than a Change in Control which has been
approved by a majority of the Board who were directors immediately prior to
such Change in Control), then with respect to all matters thereafter arising
concerning the rights of Indemnitee to indemnity payments and Expense Advances
under this Agreement or any other agreement or Company charter or bylaw
provision now or hereafter in effect relating to Claims for Indemnifiable
Events, the Company shall seek legal advice only from Independent Legal Counsel
selected by Indemnitee and approved by the Company (which approval shall not be
unreasonably withheld).  Such counsel,
among other things, shall render its written opinion to the Company and
Indemnitee as to whether and to what extent the Indemnitee would be permitted
to be indemnified under applicable law. 
The Company agrees to pay the reasonable fees and expenses of the
Independent Legal Counsel referred to above and to fully indemnify such counsel
against any and all expenses (including attorneys’ fees), claims, liabilities
and damages arising out of or relating to this Agreement or its engagement
pursuant hereto.


 


4.             Indemnification for Additional Expenses.  The Company shall indemnify Indemnitee
against any and all expenses (including attorneys’ fees) and, if requested by
Indemnitee, shall (within ten business days of such request) advance such
expenses to Indemnitee, which are reasonably incurred by Indemnitee in
connection with any action brought by Indemnitee for (i) indemnification
or Expense Advances under this Agreement or any other agreement or Company charter
or bylaw provision now or hereafter in effect relating to Claims for
Indemnifiable Events, or (ii) recovering under any directors’ and officers’
liability insurance policies maintained by the Company, regardless of whether
Indemnitee ultimately is determined to be entitled to such indemnification,
advance expense payment or insurance recovery, as the case may be.


 


5.             Partial Indemnity.  If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Company for some or a portion of the
Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim
but not, however, for all of the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee
is entitled.  Moreover, notwithstanding
any other provision of this Agreement, to the extent that Indemnitee has been
successful on the merits or otherwise in defense of any or all Claims relating
in whole or in part to an Indemnifiable Event or in defense of any issue or
matter therein, including dismissal without prejudice, Indemnitee shall be
indemnified against all Expenses incurred in connection therewith.


 


6.             Burden of Proof. 
In connection with any determination by the Reviewing Party or otherwise
as to whether Indemnitee is entitled to be indemnified hereunder, the burden of
proof shall be on the Company to establish that Indemnitee is not so entitled.


 


7.             No Presumptions. 
For purposes of this Agreement, the termination of any claim, action,
suit or proceeding by judgment, order, settlement (whether with or without
court approval) or conviction, or upon a plea of nolo contendere or its
equivalent shall not create a presumption that Indemnitee did not meet any
particular standard of conduct or have any particular belief or that a court
has determined that indemnification is not permitted by applicable law.  In addition, neither the failure of the
Reviewing Party to have made a determination as to whether Indemnitee has met
any particular standard of conduct or had any particular belief, nor an actual
determination by the Reviewing Party that Indemnitee has not met such standard
of conduct or did not have such belief, prior to the commencement of legal
proceedings by Indemnitee to secure a judicial determination that Indemnitee
should be indemnified under applicable law, shall be a defense to Indemnitee’s
claim or create a presumption that Indemnitee has not met any particular
standard of conduct or did not have any particular belief.


 



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8.             Nonexclusivity; Subsequent Change in Law.  The rights of the Indemnitee hereunder shall
be in addition to any other rights Indemnitee may have under the Company’s
charter or bylaws or Delaware law, or otherwise.  To the extent that a change in Delaware law
(whether by statute or judicial decision) permits greater indemnification by
agreement than would be afforded currently under the Company’s charter or
bylaws 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.


 


9.             Amendments; 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.


 


10.           Subrogation.  In the event of 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
shall do everything that may be necessary to secure such rights, including the
execution of such documents necessary to enable the Company effectively to
bring suit to enforce such rights.


 


11.           Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their
respective successors or assigns (including any direct or indirect successor by
purchase, merger, consolidation or otherwise to all or substantially all of the
business and/or assets of the Company), spouses, heirs, executors and personal
or legal representatives.  This Agreement
shall continue in effect regardless of whether Indemnitee continues to serve as
a director of the Company.


 


12.           Severability.  The provisions of this Agreement shall be
severable in the event that any of the provisions hereof (including any
provision within a single section, paragraph or sentence) is held by a court of
competent jurisdiction to be invalid, void or otherwise unenforceable in any
respect, and the validity and enforceability of any such provision in every
other respect and of the remaining provisions hereof shall not be in any way
impaired and shall remain enforceable to the fullest extent permitted by law.


 


13.           Governing Law.  This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware
applicable to contracts made and to be performed in such state without giving
effect to the principles of conflicts of laws.


 


IN WITNESS WHEREOF, the
parties hereto have executed his Agreement as of the date first set forth
above.


 


	
  

  	
  HOUSTON WIRE
  & CABLE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
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  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INDEMNITEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME]

  



 


 



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