**Exhibit 10.25**

 

**INDEMNITY AGREEMENT**

 

THIS AGREEMENT is made as of[                            ], by and between StanCorp Financial Group, Inc., an Oregoncorporation (“Company”), and [                            ] (“Indemnitee”), anofficer or director of the Company. 

 

**RECITALS**

 

A. It is essential to the Company to retain and attract as directors andofficers the most capable persons available. 

 

B. The increasein corporate litigation subjects directors and officers to expensive litigation risks at the same time that the availability and coverage of directors’ and officers’ liability insurance has been reduced. 

 

C The Articles of Incorporation of the Company (“Articles”)authorize indemnification of directors and officers of the Company to the fullest extent permitted by law. The bylaws of the Company (“Bylaws”) require indemnification of directors and officers of the Company to the fullest extent notprohibited by law. The Articles, Bylaws and the Oregon Business Corporation Act (“Act”) expressly provide that the indemnification provisions set forth in the Articles, Bylaws and the Act are not exclusive, and thereby contemplate thatcontracts may be entered into between the Company and directors and officers with respect to indemnification. 

 

D. Indemnitee is concerned that the protection available under the Articles, Bylaws and insurance may not be adequate in the present circumstances and maybe unwilling to serve or continue to serve as a director or officer without adequate protection, and the Company wants to provide additional protection to encourage Indemnitee to continue to serve in that capacity. 

 

NOW, THEREFORE, the Company and Indemnitee agree as follows: 

 

**1.****Services to the Company**. Indemnitee will serve or continueto serve, at the will of the Company, as a director or officer of the Company for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders a resignation in writing. 

 

**2.****Definitions**. As used in this Agreement: 

 

(a) The term “Proceeding” shall include any threatened, pending or completed action, suit,proceeding, arbitration, mediation or investigation whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, in which Indemnitee may be or may have been involved as a party orotherwise by reason of the fact that Indemnitee is or was a director or officer of the Company or is or was serving at the request of the Company as a director, officer, or agent of another corporation, partnership, joint venture, trust or otherenterprise, whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement can be provided under this Agreement. 

(b) The term “Expenses” includes, without limitation, expense ofinvestigations, judicial or administrative proceedings or appeals, attorneys’ fees and disbursements and any expenses of establishing a right to indemnification under Section 11 of this Agreement, but shall not include amounts paid insettlement by Indemnitee or the amount of judgments or fines against Indemnitee. 

 

(c) References to “other enterprise” shall include employee benefit plans; references to “fines” shall include anyexcise tax assessed with respect to any employee benefit plan; reference 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 involvesservices by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner reasonably believed to be in the interest of an employee benefitplan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement. 

 

**3.****Indemnity in Third-Party Proceedings**. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 ifIndemnitee is a party to or threatened to be made a party to any Proceeding (other than a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actuallyand reasonably incurred by Indemnitee in connection with the Proceeding if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of acriminal proceeding, in addition, had no reasonable cause to believe that Indemnitee’s conduct was unlawful 

 

**4.****Indemnity in Proceedings by or in the Right of the Company**. The Company shall indemnify Indemnitee in accordance with the provisions ofthis Section 4 if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of Company to procure a judgment in its favor against all Expenses actually and reasonably incurred by Indemnitee in connectionwith the defense or settlement of the Proceeding if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made underthis Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought shalldetermine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity. 

 

**5.****Indemnification of Expenses of Successful Party**. Notwithstanding any other provisions of this Agreement, tothe extent that Indemnitee has been successful, on the merits or otherwise, in defense of any Proceeding or in defense of any claim, issue or matter therein, including the dismissal of an action without prejudice, the Company shall indemnifyIndemnitee against all Expenses incurred in connection therewith. 

 

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**6.****Additional Indemnification**. 

 

(a) The Company agrees, as set forth in thisSection 6(a), to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by Articles, the Bylaws, the Act or the other provisions of this Agreement.Accordingly, notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceedingby or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be madeunder this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct ora knowing violation of the law. 

 

(b) Forpurposes of Sections 6(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: 

 

(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement,or the corresponding provision of any amendment to or replacement of the Act, and 

 

(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of thisAgreement that increase the extent to which a corporation may indemnify its officers and directors. 

 

(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-partywitness by reason of the fact that Indemnitee is or was a director or officer of the Company. 

 

**7.****Exclusions**. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

 

(a) for which payment has actually been madeto or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; 

 

(b) for any transaction from which Indemnitee derived animproper personal benefit; 

 

(c) for anaccounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of statestatutory law or common law; 

 

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(d) if a court having jurisdiction in the matter shall finally determine that suchindemnification is not lawful under any applicable statute or public policy (and, in this respect, both the Company and Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arisingunder the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or 

 

(e) in connection with any Proceeding (or part of anyProceeding) initiated by Indemnitee, or any Proceeding by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Company is expressly required by law to make the indemnification, (ii) theProceeding was authorized by the Board of Directors of the Company, (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iv) Indemnitee initiated theProceeding pursuant to Section 11 of this Agreement and Indemnitee is successful in whole or in part in the Proceeding. 

 

**8.****Advances of Expenses**.****The Company shall pay the Expenses incurred by Indemnitee in any Proceeding in advance at the writtenrequest of Indemnitee, if Indemnitee:****

 

(a) furnishes the Company a written affirmation of the Indemnitee’s good faith belief that Indemnitee is entitled to be indemnified by the Company under this Agreement; and 

 

(b) furnishes the Company a written undertaking to repay the advance to the extent that it is ultimatelydetermined that Indemnitee is not entitled to be indemnified by the Company. 

 

Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances made under thisSection 8 shall be paid by the Company to the Indemnitee as soon as practicable but in any event within ten (10) business days after written demand by the Indemnitee to the Company. 

 

**9.****Notification and Defense of Claim**. Not later than thirty(30) days after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee will, if a claim in respect of the Proceeding is to be made against the Company under this Agreement, notify the Company of the commencement ofthe Proceeding. The omission to notify the Company will not relieve the Company from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding as to which Indemnitee notifies the Company of thecommencement: 

 

(a) The Company will beentitled to participate in the Proceeding at its own expense. 

 

(b) Except as otherwise provided below, the Company may, at its option and jointly with any other indemnifying party similarly notified and electing to assume such defense, assume the defense of the Proceeding, withlegal counsel reasonably satisfactory to the Indemnitee. Indemnitee shall have the right to use separate legal counsel in the 

 

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Proceeding, but the Company shall not be liable to Indemnitee under this Agreement, including Section 8 above, for the fees and expenses of separatelegal counsel incurred after notice from the Company of its assumption of the defense, unless (i) Indemnitee reasonably concludes that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of theProceeding or (ii) the Company does not use legal counsel to assume the defense of such Proceeding. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shallhave made the conclusion provided for in (i) above. 

 

(c) If two or more persons who may be entitled to indemnification from the Company, including the Indemnitee, are parties to any Proceeding, the Company may require Indemnitee to use the same legal counsel as theother parties. Indemnitee shall have the right to use separate legal counsel in the Proceeding, but the Company shall not be liable to Indemnitee under this Agreement, including Section 8 above, for the fees and expenses of separate legalcounsel incurred after notice from the Company of the requirement to use the same legal counsel as the other parties, unless the Indemnitee reasonably concludes that there may be a conflict of interest between Indemnitee and any of the other partiesrequired by the Company to be represented by the same legal counsel. 

 

(d) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent, which shall not be unreasonably withheld.Indemnitee shall permit the Company to settle any Proceeding the defense of which it assumes, except that the Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee withoutIndemnitee’s written consent, which may be given or withheld in Indemnitee’s sole discretion. 

 

**10. Procedure Upon Application for Indemnification**. Any indemnification under Sections 3, 4, 5 or 6 of this Agreement shall be made no laterthan 45 days after receipt of the written request of Indemnitee for indemnification and shall not require that a determination be made in accordance with the Act by the persons specified in the Act that indemnification is required under thisAgreement. However, unless it is ordered by a court in an enforcement action under Section 11 of this Agreement, no such indemnification shall be made if a determination is made within such 45-day period by (a) the Board of Directors by amajority vote of a quorum consisting of directors who were not parties to the Proceeding or (b) independent legal counsel in a written opinion (which counsel shall be appointed if a quorum is not obtainable), that the Indemnitee is not entitledto indemnification under this Agreement. 

 

**11.****Enforcement**. The Indemnitee may enforce any right to indemnification or advances granted by this Agreement to Indemnitee in any court of competent jurisdiction if (a) the Company denies the claim for indemnification or advances, in wholeor in part, or (b) the Company does not dispose of the claim within 45 days of a written request for indemnification or advances. Indemnitee, in the enforcement action, if successful in whole or in part, shall be entitled to be paid also theexpense of prosecuting the claim. It shall be a defense to any such enforcement action (other than an action brought to enforce a claim for advancement of Expenses pursuant to Section 8 above, if Indemnitee has tendered to the Company therequired affirmation and undertaking) that Indemnitee is not entitled to indemnification under this Agreement, but the burden of proving this defense shall be on the Company. Neither a failure of 

 

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the Company (including its Board of Directors or its shareholders) to make a determination prior to the commencement of the enforcement action thatindemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its shareholders) that indemnification is improper shall be a defense to the action or create a presumptionthat Indemnitee is not entitled to indemnification under this Agreement or otherwise. The termination of any Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself,create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. 

 

**12.****Partial Indemnification**. If Indemnitee is entitled under any provisions of this Agreement to indemnification by the Company for some orpart of the Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any Proceeding but not, however, for the total amount, the Company shallindemnify Indemnitee for the portion of the Expenses, judgments, fines and amounts paid in settlement to which Indemnitee is entitled. 

 

**13. Nonexclusivity and Continuity of Rights**. The indemnification provided by this Agreement shall not be deemed exclusive of any other rights towhich Indemnitee may be entitled under the Articles, the Bylaws, any other agreement, any vote of shareholders or directors, the Act, or otherwise, both as to action in Indemnitee’s official capacity and as to action in other capacity whileholding office. The indemnification under this Agreement shall continue as to Indemnitee even though Indemnitee ceases to be a director or officer and shall inure to the benefit of the heirs and personal representatives of Indemnitee. 

 

**14. Business Combinations**. If any person or group (as defined inSection 13(d)(3) of the Securities Exchange Act of 1934, as amended) acquires the legal right to elect a majority of the Board of Directors of the Company in a transaction or series of transactions that has not received the prior approval ofthe Board of Directors of the Company, (a) the Company or its successor, as the case may be, shall, for a period of two years following the date that such legal right is acquired (the “Trigger Date”), maintain any and all directorsand officers’ liability insurance in effect prior to the Trigger Date that covers Indemnitee and (b) this Agreement shall remain in full force and effect and shall be binding on the Company and any successor in accordance with its terms.

 

**15.****Severability**. If this Agreement or anyportion of it is invalidated on any ground by any court of competent jurisdiction, the Company shall indemnify Indemnitee as to Expenses, judgments, fines and amounts paid in settlement with respect to any Proceeding to the full extent permitted byany applicable portion of this Agreement that is not invalidated or by any other applicable law. 

 

**16. Subrogation**. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rightsof recovery of Indemnitee. Indemnitee shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights. 

 

**17.****Modification and Waiver**. No supplement, modification oramendment of this Agreement shall be binding unless executed in writing by both parties. No waiver of any of the 

 

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provisions of this Agreement shall constitute a waiver of any other provisions of this Agreement (whether or not similar) nor shall any waiver constitute acontinuing waiver, unless expressly stated in any waiver. 

 

**18. Notices**. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) upon delivery if delivered by hand to the party to whom the notice or othercommunication shall have been directed or (b) if mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed: 

 

(i) If to Indemnitee, at the address indicated on the signature page of this Agreement. 

 

(ii) If to the Company to 

 

    StanCorp Financial Group, Inc.

    Attention: General Counsel 

    1100 SW Sixth Avenue, 17th Floor 

    Portland, OR 97204 

 

or to any other address as may have been furnished to Indemnitee by the Company. 

 

**19. Counterparts**. The parties may execute this Agreement in twocounterparts, each of which shall constitute the original. 

 

**20. Applicable Law**. This Agreement shall be governed by and construed in accordance with the law of the state of Oregon. 

 

**21. Successors and Assigns**. This Agreement shall be binding upon the Company and its successors and assigns. 

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as ofthe day and year first above written. 

 

STANCORP FINANCIAL GROUP, INC.

By
 
 

Title
 
 

 

INDEMNITEE

[name]
  
[address]
  
 

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