Exhibit 10.43


 


HEMACARE
CORPORATION


 


INDEMNIFICATION
AGREEMENT


 


This Indemnification Agreement (the Agreement), dated
as of March 24,  2009 is made and
effective as of the date set forth in Section 14 of the Agreement, by and
between HemaCare Corporation, a California corporation (the Corporation), and
John Doumitt, a director and/or officer of the Corporation (the Indemnitee).


 


RECITALS


 


A.            The Corporation and the Indemnitee recognize that the
present state of the law relating to director and officer liability is too
uncertain to provide the Corporation’s directors and officers with adequate and
reliable advance knowledge or guidance with respect to the legal risks and
potential liabilities to which they may become personally exposed as a result
of performing their duties for the Corporation;


 


B.            The Corporation and the Indemnitee are aware of the
substantial growth in the number of lawsuits filed against corporate directors
and officers in connection with their activities in such capacities and by
reason of their status as such;


 


C.            The Corporation and the Indemnitee recognize that the
cost of defending against such lawsuits, whether or not meritorious, is
typically beyond the financial resources of most directors and officers of the
Corporation;


 


D.            The Corporation and the Indemnitee recognize that the
legal risks and potential liabilities, and the threat thereof, associated with
proceedings filed against the directors and officers of the Corporation bear no
reasonable relationship to the amount of compensation received by the
Corporation’s directors and officers;


 


E.             The Corporation, after reasonable investigation prior
to the date hereof, has determined that the liability insurance coverage
available to the Corporation as of the date hereof is inadequate, unreasonably
expensive or both.  The Corporation
believes, therefore, that the interest of the Corporation’s stockholders would
be best served by a combination of (i) insurance, as provided in Section 8
below, and (ii) a contract with its directors and officers, including the
Indemnitee, to indemnify them to the fullest extent permitted by law (as in
effect on the date hereof, or, to the extent any amendment may expand such
permitted indemnification, as hereafter in effect) against personal liability
for actions taken in the performance of their duties to the Corporation;


 


F.             The Corporation’s Articles of Incorporation and Bylaws
authorize the indemnification of the directors and officers of the Corporation,
subject to the limitations set forth in Section 317 of the California
Corporations Code;


 


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G.            The Board of Directors of the Corporation has
concluded that, to retain and attract talented and experienced individuals to
serve as directors and officers of the Corporation and to encourage such
individuals to take the business risks necessary for the success of the
Corporation, it is necessary for the Corporation to contractually indemnify its
directors and officers, and to assume for itself liability for expenses and
damages in connection with certain claims against such directors and officers
in connection with their service to the Corporation, and has further concluded
that the failure to provide such contractual indemnification could result in
great harm to the Corporation and its stockholders;


 


H.            The Corporation desires and has requested the
Indemnitee to serve or continue to serve as a director or officer of the
Corporation, free from undue concern for the risks and potential liabilities
associated with such services to the Corporation; and


 


I.              The Indemnitee is willing to serve, or continue to
serve, the Corporation, provided, and on the expressed condition, that he is
furnished with the indemnification provided for herein.


 


AGREEMENT


 


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


 


1.             Definitions.


 


a.             “Expenses” means, for the purposes of this Agreement,
all direct and indirect costs of any type or nature whatsoever (including,
without limitation, any fees and disbursements of Indemnitee’s counsel,
accountants and other experts and other out-of-pocket costs) actually and
reasonably incurred by the Indemnitee in connection with the investigation,
preparation, defense or appeal of a Proceeding; provided, however, that
Expenses shall not include judgments, fines, penalties or amounts paid in
settlement of a Proceeding.


 


b.             “Other enterprise” includes, for the purposes of this
Agreement, employee benefit plans; references to “fines” includes any excise
taxes assessed on Indemnitee with respect to an employee benefit plan; and
references to “serving at the request of the Corporation”  includes any service as a director, officer,
employee or agent of the Corporation which imposes duties on, or involves
services by, such director, officer, employee or agent with respect to an
employee benefit plan, its participants or its beneficiaries; and if Indemnitee
acted in good faith and in a manner Indemnitee reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan,
Indemnitee shall be deemed to have acted in a manner “not opposed to the best
interests of the Corporation” as referred to in this Agreement.


 


c.             “Proceeding” means, for the purposes of this
Agreement, any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including an action
brought by or in the right of the Corporation) in which Indemnitee may be or
may have been involved as a party or otherwise, by reason of the fact that
Indemnitee is or was a director or officer of the Corporation, by reason of any
action taken by 


 


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Indemnitee or of any
inaction on Indemnitee’s part while acting as such director or officer or by
reason of the fact that Indemnitee is or was serving at the request of the
Corporation as a director, officer, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise, or
was a director and/or officer of the foreign or domestic corporation which was
a predecessor corporation to the Corporation or of another enterprise at the
request of such predecessor corporation, whether or not Indemnitee is serving
in such capacity at the time any liability or expense is incurred for which
indemnification or reimbursement can be provided under this Agreement.


 


2.             Agreement to Serve. 
In consideration of the protection afforded by this Agreement, if
Indemnitee is a director of the Corporation, Indemnitee agrees to serve at least
for the balance of the current term as a director and not to resign voluntarily
during such period without the written consent of a majority of the Board of
Directors.  If Indemnitee is an officer
of the corporation not serving under an employment contract, Indemnitee agrees
to serve in such capacity at least for the balance of the current fiscal year
of the Corporation and not to resign voluntarily during such period without the
written consent of a majority of the Board of Directors.  Following the applicable period set forth
above, Indemnitee agrees to serve or continue to serve in such capacity as a
director or officer of the Corporation to the best of his or her abilities at
the will of the Corporation or under separate contract, if such contract exists,
for so long as Indemnitee is duly elected or appointed and qualified or until
such time as Indemnitee tenders his or her resignation in writing.  Nothing contained in this Agreement is
intended to create in Indemnitee any right to continued employment.


 


3.             Indemnification.


 


a.             Third Party Proceedings.  The
Corporation shall indemnify Indemnitee against Expenses, judgments, fines,
penalties or amounts paid in settlement (if the settlement is approved in
advance by the Corporation) actually and reasonably incurred by Indemnitee in
connection with a Proceeding (other than a Proceeding by or in the right of the
Corporation) if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the Corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe Indemnitee’s conduct was unlawful. 
The termination of any Proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall
not, of itself, create a presumption that Indemnitee did not act in good faith
and in a manner which Indemnitee reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal Proceeding,
had no reasonable cause to believe that Indemnitee’s conduct was unlawful.


 


b.             Proceedings by or in the Right of the Corporation. 
To the fullest extent permitted by law, the Corporation shall indemnify
Indemnitee against Expenses and amounts paid in settlement, actually and
reasonably incurred by Indemnitee in connection with a Proceeding by or in the
right of the Corporation to procure a judgment in its favor if Indemnitee acted
in good faith and in a manner Indemnitee reasonably believed to be in or not
opposed to the best interests of the Corporation.  Notwithstanding the foregoing, no
indemnification shall be made in respect of any claim, issue or matter as to
which Indemnitee shall have been adjudged liable to the Corporation 


 


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unless and only to the
extent that the state court of California or the court in which such action or
suit was brought shall determine 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 for such expenses
which the Court of Chancery or such other court deems proper.


 


c.             Scope. 
Notwithstanding any other provision of this Agreement but subject to Section 13(b),
the Corporation shall indemnify the Indemnitee to the fullest extent permitted
by law, notwithstanding that such indemnification is not specifically
authorized by other provisions of this Agreement, the Corporation’s Articles of
Incorporation, the Corporation’s Bylaws or by statute. The Corporation
also acknowledges that it is the intent of the parties that this Agreement
applies to the Corporation as well as any of its subsidiaries.


 


4.             Determination of Right to Indemnification. 
Upon receipt of a written claim addressed to the Board of Directors for
indemnification pursuant to Section 3, the Corporation shall determine by
any of the methods set forth in Section 317 of the California Corporations
Code whether Indemnitee has met the applicable standards of conduct which make
it permissible under applicable law to indemnify Indemnitee.  If a claim under Section 3 is not paid
in full by the Corporation within thirty (30) days after such written claim has
been received by the Corporation or if applicable, whatever time is reasonably
necessary for the Corporation to complete the investigation contemplated in Section 3
of this Agreement, the Indemnitee may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim.  The Indemnitee’s Expenses incurred in
connection with successfully establishing his or her right to indemnification
or advances, in whole or in part, in any such Proceeding shall also be
indemnified by the Corporation.  Neither
the failure of the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) to make a determination prior to the
commencement of such action that indemnification of the Indemnitee is proper in
the circumstances because Indemnitee has met the applicable standard of conduct
under applicable law, nor an actual determination by the Corporation (including
its Board of Directors, independent legal counsel or its stockholders) that the
Indemnitee has not met such applicable standard of conduct, shall create a
presumption that Indemnitee has not met the applicable standard of conduct.  The
Corporation shall have the burden of proof concerning whether the Indemnitee
has or has not met the applicable standard of conduct.


 


5.             Advancement and Repayment of Expenses.


 


a.             Proceedings.  The Expenses
incurred by Indemnitee in defending and investigating any Proceeding shall be
paid by the Corporation in advance of the final disposition of such Proceeding
within thirty (30) days after receiving from Indemnitee the copies of invoices
presented to Indemnitee for such Expenses, if Indemnitee shall provide an
undertaking to the Corporation to repay such amount to the extent it is
ultimately determined that Indemnitee is not entitled to indemnification.  In determining whether or not to make an
advance hereunder, the ability of Indemnitee to repay shall not be a
factor.  Notwithstanding the foregoing,
in a proceeding brought by the Corporation directly, in its own right (as
distinguished from an action bought derivatively or by any receiver or
trustee), the Corporation shall not be required to make the advances called for
hereby if the Board of Directors determines, in its sole discretion, that it
does not appear that 


 


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Indemnitee has met the
standards of conduct which make it permissible under applicable law to
indemnify Indemnitee and the advancement of Expenses would not be in the best
interests of the Corporation and its stockholders.


 


b.             Mandatory Payment of Expenses.  
To the extent that Indemnitee has been successful on the merits, in
defense of any action, suit, or proceeding referred to in Section 3 hereof
or in defense of any claim, issue or matter therein, Indemnitee shall be
indemnified against all Expenses incurred by Indemnitee in connection
therewith.


 


6.             Partial Indemnification. 
If the Indemnitee is entitled under any provision of this Agreement to
indemnification or advancement by the Corporation of some or a portion of any
Expenses or liabilities of any type whatsoever (including, but not limited to,
judgments, fines, penalties, and amounts paid in settlement) incurred by
Indemnitee in the investigation, defense, settlement or appeal of a Proceeding,
but is not entitled to indemnification or advancement of the total amount
thereof, the Corporation shall nevertheless indemnify or pay advancements to
the Indemnitee for the portion of such Expenses or liabilities to which the
Indemnitee is entitled.


 


7.             Notice to Corporation by Indemnitee. 
Indemnitee shall notify the Corporation in writing of any matter with
respect to which Indemnitee intends to seek indemnification hereunder as soon
as reasonably practicable following the receipt by Indemnitee of written notice
thereof; provided that any delay in so notifying Corporation shall not
constitute a waiver by Indemnitee of his or her rights hereunder.  The written notification to the Corporation
shall be addressed to the Board of Directors and shall include a description of
the nature of the Proceeding and the facts underlying the Proceeding and be
accompanied by copies of any documents filed by any state or federal regulatory
agency or with the court in which the Proceeding is pending.  In addition, Indemnitee shall give the
Corporation such information and cooperation as it may reasonably require and
as shall be within Indemnitee’s power.


 


8.             Maintenance
of Liability Insurance.


 


a.             The Corporation hereby agrees that so long as
Indemnitee shall continue to serve as a director or officer of the Corporation
and thereafter so long as Indemnitee shall be subject to any possible
Proceeding, the Corporation shall obtain and maintain in full force and effect
directors’ and officers’ liability insurance (“D&O Insurance”) under the
following terms and conditions.


 


b.             The terms and conditions of any policy of D&O
Insurance shall, unless waived by the Board of Directors, include all of the
following:  the insuring agreement shall
cover any alleged failure or breach of performance by the officer or director,
to the maximum extent permitted by applicable law and this Agreement; the
deductible amount shall be no more than One Hundred Thousand Dollars
($100,000), which deductible shall be paid by the Corporation; the policy shall
contain a severability clause such that the action or inaction of one or more
directors or officers will not deprive the remaining officers and directors of
coverage; and the policy may be written on a claims made basis.


 


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c.             The Board of Directors shall not waive coverage for
any prior director or officer, without notifying such prior director or officer
of such waiver, for at least three years following the termination of such
person as a director or officer of the Corporation.


 


d.             Unless changed by resolution of the Board of
Directors, the face amount of the policy shall be no less than Four Million
Dollars ($4,000,000) for each claim and Four Million Dollars ($4,000,000)
annual aggregate and, if practicable, such policy shall contain no SEC
exclusion.  In the event that available
limits are reduced in any policy year to less than Three Million Dollars
($3,000,000) by reason of claims paid or expenses incurred, the Corporation
shall purchase additional coverage so that the available limits will be
reinstated to Four Million Dollars ($4,000,000) unless the Board of Directors
determines in good faith that the premium costs for such additional insurance
are disproportionate to the amount of such additional coverage.


 


e.             The insurance company or companies selected by the Corporation
for the issuance of the D&O Insurance required by this Section 8 shall
be subject to the approval of the Board of Directors.


 


f.              If, at the time of the receipt of a notice of a claim
pursuant to Section 7 hereof, the Corporation has D&O Insurance in
effect, the Corporation shall give prompt notice of the commencement of such
claim to the insurers in accordance with the procedures set forth in the
respective policies.  The Corporation
shall thereafter take all necessary or desirable action to cause such insurers
to pay, on behalf of the Indemnitee, all amounts payable as a result of such
Proceeding in accordance with the terms of such policies.


 


g.             The obligation of the Corporation to indemnify the
Indemnitee under this Agreement shall be secondary to all valid and collectable
insurance purchased by the Corporation which shall be primary.


 


9.             Defense of Claim. 
In the event that the Corporation shall be obligated under Section 5
hereof to pay any Expenses of any Proceeding against Indemnitee, the Corporation,
if appropriate, shall be entitled to assume the defense of such Proceeding,
with counsel approved by Indemnitee, which approval shall not be unreasonably
withheld, upon the delivery to Indemnitee of written notice of its election to
do so.  After delivery of such notice,
approval of such counsel by Indemnitee and the retention of such counsel by the
Corporation, the Corporation will not be liable to Indemnitee under this
Agreement for any fees of counsel subsequently incurred by Indemnitee with respect
to the same Proceeding, provided that (i) Indemnitee shall have the right
to employ his or her counsel in any such Proceeding, at Indemnitee’s expense;
and (ii) if (A) the employment of counsel by Indemnitee has been
previously authorized by the Corporation, or (B) Indemnitee shall have
reasonably concluded that there may be a conflict of interest between the
Corporation and the Indemnitee in the conduct of such defense or (C) the
Corporation shall not, in fact, have employed counsel to assume the defense of
such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at
the expense of the Corporation.


 


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10.           Attorneys’ Fees. 
In the event that Indemnitee or the Corporation institutes an action to
enforce or interpret any terms of this Agreement, the Corporation shall
reimburse Indemnitee for all of the Indemnitee’s reasonable fees and expenses
in bringing and pursuing such action or defense, unless as part of such action
or defense, a court of competent jurisdiction determines that the material
assertions made by Indemnitee as a basis for such action or defense were not
made in good faith or were frivolous.


 


11.           Continuation of Obligations. 
All agreements and obligations of the Corporation contained herein shall
continue during the period the Indemnitee is a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, and shall continue thereafter so long as
the Indemnitee shall be subject to any possible proceeding by reason of the
fact that Indemnitee served in any capacity referred to herein.


 


12.           Successors and Assigns. 
This Agreement establishes contract rights that shall be binding upon,
and shall inure to the benefit of, the successors, assigns, heirs and legal
representatives of the parties hereto.


 


13.           Non-exclusivity.


 


a.             The provisions for indemnification and advancement of
expenses set forth in this Agreement shall not be deemed to be exclusive of any
other rights that the Indemnitee may have under any provision of law, the
Corporation’s Articles of Incorporation or Bylaws, the vote of the Corporation’s
stockholders or disinterested directors, other agreements or otherwise, both as
to action in his or her official capacity and action in another capacity while
occupying his or her position as a director or officer of the Corporation.  The indemnification provided under this Agreement
shall continue as to Indemnitee for any action taken or not taken while serving
in an indemnified capacity even though Indemnitee may have ceased to serve in
such capacity.


 


b.             In the event of any changes, after the date of this
Agreement, in any applicable law, statute, or rule which expand the right
of a California corporation to indemnify its officers and directors, the
Indemnitee’s rights and the Corporation’s obligations under this Agreement
shall be expanded to the full extent permitted by such changes.  In the event of any changes in any applicable
law, statute or rule, which narrow the right of a California corporation to
indemnify a director or officer, such changes, to the extent not otherwise
required by such law, statute or rule to be applied to this Agreement,
shall have no effect on this Agreement or the parties’ rights and obligations
hereunder.


 


14.           Effectiveness of Agreement. 
This Agreement shall be effective as of the date set forth on the first page and
may apply to acts or omissions of Indemnitee which occurred prior to such date
if Indemnitee was an officer, director, employee or other agent of the
Corporation, or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, at the time such act or omission occurred.


 


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15.           Severability. 
Nothing in this Agreement is intended to require or shall be construed
as requiring the Corporation to do or fail to do any act in violation of
applicable law.  The Corporation’s
inability, pursuant to court order, to perform its obligations under this
Agreement shall not constitute a breach of this Agreement.  The provisions of this Agreement shall be
severable as provided in this Section 15. 
If this Agreement or any portion hereof shall be invalidated on any
ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify Indemnitee to the full extent permitted by any
applicable portion of this Agreement that shall not have been invalidated, and
the balance of this Agreement not so invalidated shall be enforceable in
accordance with its terms.


 


16.           Governing Law. 
This Agreement shall be interpreted and enforced in accordance with the
laws of the State of California, except to the extent federal law is
applicable.  To the extent permitted by
applicable law, the parties hereby waive any provisions of law which render any
provision of this Agreement unenforceable in any respect.


 


17.           Notice.  All notices,
requests, demands and other communications under this Agreement shall be in
writing and shall be deemed duly given (i) if delivered by hand and
receipted for by the party addressee or (ii) if mailed by certified or
registered mail with postage prepaid, on the third business day after the
mailing date.  Addresses for notice to
either party are as shown on the signature page of this Agreement, or as
subsequently modified by written notice.


 


18.           Mutual Acknowledgment. 
Both the Corporation and Indemnitee acknowledge that in certain
instances, federal law or applicable public policy may prohibit the Corporation
from indemnifying its directors and officers under this Agreement or
otherwise.  Indemnitee understands and
acknowledges that the Corporation has undertaken or may be required in the
future to undertake with the Securities and Exchange Commission to submit the
question of indemnification to a court in certain circumstances for a
determination of the Corporation’s right under public policy to indemnify
Indemnitee.


 


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


 


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


 


21.           Amendment and Termination. 
No amendment, modification, termination or cancellation of this
Agreement shall be effective unless in writing signed by both parties hereto.


 


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IN WITNESS WHEREOF, the parties have executed this
Indemnification Agreement as of the day and year set forth above.


 


 


	
   

  	
  HEMACARE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Julian Steffenhagen

  
	
   

  	
   

  	
  15350 Sherman Way, Suite 350

  
	
   

  	
   

  	
  Van Nuys, CA 91406

  



 


INDEMNITEE:


 


 


	
  John Doumitt

  	
   

  
	
   (Type Name)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   /s/ John Doumitt

  	
   

  
	
    (Signature)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
     (Address)

  	
   

  



 


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