exv10w16



 





Exhibit 10.16




INDEMNIFICATION AGREEMENT




     This Indemnification Agreement (this “Agreement”) is made as of this 13th day of
November, 2007 by and between Morgan Capital LLC (“Morgan Capital”) and Coleman Cable,
Inc., a Delaware corporation (“Coleman Cable”).



     WHEREAS, David Bistricer, is a member of the Board of Directors of Coleman Cable and owns
Morgan Capital, a company engaged in the real estate business (the “Employees”);



     WHEREAS, the Employees formerly purchased health insurance for themselves and their dependents
(the “Participants”) from Coleman Cable’s insurance carrier at the same rates paid by
Coleman Cable employees at no additional cost to Coleman Cable;



     WHEREAS, on July 1, 2007, Coleman Cable revised its health insurance arrangements so that it
would self-insure its employees’ health coverage subject to a policy providing catastrophic health
coverage in the event the claim of any employee exceeded $40,000 in any year;



     WHEREAS, the Participants became part of the self insurance arrangement;




     WHEREAS, Morgan Capital became aware of the self-insurance arrangement on November 8, 2007;




     WHEREAS, Morgan Capital is now attempting to obtain separate insurance arrangements for the
Participants and expects that these arrangements will be in place by December 31, 2007, if not
sooner;



     WHEREAS, in recognition of Coleman Cable’s need for protection against liability related to
the participation of the Participants in Coleman Cable’s self insurance arrangement, Morgan Capital
has agreed to indemnify Coleman Cable for any liabilities, costs or claims in excess of premiums it
pays to Coleman Cable relating to the Participants, as well as for any administrative expenses
relating to the participation of the Participants (the “Excess Amounts”); and



     WHEREAS, Coleman Cable expects that the maximum liability to Morgan Capital under the self
insurance arrangement shall be $40,000 for each Participants, plus up to $2,000 per month
in the aggregate in administrative fees.



     NOW THEREFORE, in consideration of the mutually dependent covenants set forth herein, and for
such other consideration, the sufficiency of which is hereby acknowledged, Morgan Capital and
Coleman Cable hereby agree as follows:



     1. Indemnification. Morgan Capital agrees to indemnify, defend and hold harmless
Coleman Cable, and each of its subsidiaries, affiliates, officers and directors, from and against
any Excess Amounts, as well any other expenses or liabilities arising out of any Excess Amounts



 









 





or relating to the participation of the Participants in Coleman Cable’s self insurance
arrangements.



     2. Return of Premiums. At such time as Morgan Capital obtains separate insurance
arrangements and all Participants cease to be a part of Coleman Cable’s self insurance arrangement,
Coleman Cable shall return to Morgan Capital any amounts by which premiums paid to Coleman Cable
exceeded liabilities, costs, claims paid and administrative fees.



     3. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall constitute an original.



     4. Successors and Assigns. This Agreement shall be binding upon Morgan Capital and
its successors and assigns, and shall inure to the benefit of Coleman Cable and its successors and
assigns.



     5. Consent to Jurisdiction. Morgan Capital and Coleman Cable each hereby irrevocably
consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection
with any action or proceeding which arises out of or relates to this Agreement and agree that any
action instituted under this Agreement shall be brought only in the state courts of the State of
Delaware.



     6. Choice of Law. This Agreement shall be governed by and its provisions construed
in accordance with the laws of the State of Delaware.



     7. Amendment and Termination. No amendment, modification, termination or
cancellation of this Agreement shall be effective unless it is in writing signed 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.



     8. Integration and Entire Agreement. This Agreement sets forth the entire
understanding between the parties hereto and supersedes and merges all previous written and oral
negotiations, commitments, understandings and agreements relating to the subject matter hereof
between the parties hereto.



[signature page follows]





 









 








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



	 	 	 	 	 
	 	COLEMAN CABLE, INC.

 	 
	 	/s/ Richard N. Burger
 	 
	 	Name:  	Richard Burger 	 
	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	MORGAN CAPITAL LLC

 	 
	 	/s/ David Bistricer
 	 
	 	Name:  	David Bistricer 	 
	 	Title: