Exhibit 10.4


 


NOVA
CHEMICALS CORPORATION


INDEMNITY


 


TO:   
                              
(the “Director”)


 


WHEREAS the Director has consented to act as director of
NOVA Chemicals Corporation (the “Corporation”) and, from time to time,
certain affiliates of the Corporation (the “Affiliates”);


 


AND WHEREAS in accordance with the
by-laws of the Corporation, the Corporation has agreed to indemnify the
Director as hereinafter set out;


 


AND WHEREAS it is the desire of the
Corporation to indemnify and hold harmless, to the fullest extent permitted by
law, the Director from any and all debts, liabilities, losses, costs and
expenses of whatever nature, incurred by the Director in his capacity as a
director of the Corporation or any Affiliates and in the fulfillment of any
other duties or functions performed by the Director at the request or on behalf
of the Corporation or any of the Affiliates (severally and collectively, an “Indemnified
Capacity”);


 


NOW THEREFORE, in consideration of the
Director acting in an Indemnified Capacity and for other good and valuable
consideration, the Corporation hereby undertakes and agrees to indemnify the
Director upon and subject to the terms of this Indemnity and subject to the
provisions of the Business Corporations Act,
(New Brunswick), Chapt. B-9.1, as amended and the Corporation’s
By-Laws;


 


1.                                      The Corporation
shall indemnify and hold harmless the Director from and against any and all
liabilities, obligations, losses, damages, penalties, actions, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by, or asserted against the Director by reason of the Director
acting or having acted in an Indemnified Capacity, provided that (i) he
acted honestly and in good faith with a view to the best interests of the
Corporation, and (ii) in the case of a criminal or administrative action
or proceeding that is enforced by a monetary penalty, the Director had
reasonable grounds for believing that his conduct was lawful.


 


2.             Without
limiting the generality of the foregoing, the Corporation shall:


 


a)             indemnify and
save harmless the Director from and against all costs, charges, expenses,
judgments, fines and amounts paid in settlement of an action or in satisfaction
of a judgment, actually and reasonably incurred by the Director in connection
with any threatened, pending or completed action, suit or proceeding, . whether
civil, criminal, administrative, or investigative, and whether formal or
informal, domestic or foreign to which the Director is made a party by reason
of the Director acting or having acted in an Indemnified Capacity, and


b)             undertake to
obtain the approval of a court, if required, to indemnify and save harmless the
Director from and against all costs, charges, expenses, judgments, fines and
amounts paid in settlement of an action or in satisfaction of a judgment, 


 

















 


c)     actually and reasonably
incurred by the Director in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
or investigative, and whether formal or informal, domestic or foreign in
respect of any action, suit or proceeding by or on behalf of the Corporation to
procure a judgment in its favour to which the Director is made a party by
reason of the Director acting or having acted in an Indemnified Capacity,


 


provided
that (i) he acted honestly and in good faith with a view to the best
interests of the Corporation, and (ii) in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, the
Director had reasonable grounds for believing that his conduct was lawful.


 


3.             Without
limiting the generality of the foregoing, the Corporation further undertakes
and agrees that if the Director is required to respond to or testify in
connection with or in any way arising from any civil, administrative or penal
proceedings involving the Corporation (including any future, present or former
officers, directors, affiliates or subsidiaries of the Corporation) the
Director shall be entitled to be reimbursed for the time spent by him at the
same daily rate of remuneration he would be entitled to receive for attending
meetings of the board of directors of the Corporation and the Director shall be
indemnified in respect of any disbursements (including reasonable legal fees of
counsel if required in the opinion of the Director) incurred in connection
therewith.


 


4.             The Corporation
further undertakes and agrees to indemnify and save the Director harmless, from
and against the full amount of any income taxes that the Director is required
to pay as a consequence of receiving any payment made by the Corporation
pursuant to the terms of this Indemnity, unless the Director is entitled to
deduct in computing his income for income tax purposes amounts paid by the
Director on account of costs, charges and expenses in respect of which such
payments have been made to the Director by the Corporation.


 


5.             The termination
of a proceeding by judgment, order, settlement, conviction, or upon a plea of
guilty or its equivalent is not, of itself, determinative that the Director did
not meet the standard of conduct described in sections 1 and 2 hereof.


 


6.             To the extent
permitted by law, all expenses incurred in defending a civil or criminal
action, suit or proceeding shall be paid promptly by the Corporation upon
receipt of evidence of expenses incurred by the Director provided that the
Director undertakes to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation under the
provisions of this Indemnity. Without limiting the generality of the foregoing,
in calculating the amount of expenses incurred in defending any claim, the
Director shall be entitled to include as an expense time spent by him in
connection with the claim, which shall be calculated at the same rate of
remuneration he is entitled to receive for providing services to the
Corporation as well as disbursements incurred in connection therewith.


 

















 


7.             The
indemnification provided by the Indemnity shall not be deemed exclusive of any
other rights to which the Director may be entitled under any statute, by-law,
agreement, vote of shareholders or otherwise, both as to actions in his
official capacity and as to actions in another capacity while holding such
office, and shall continue after he has ceased to act in an Indemnified
Capacity and shall inure to the benefit of the heirs, executors, administrators
and estate of the Director.


 


8.             To the extent
that the Director has any rights to indemnification, advancement of expenses
and/or insurance provided by any other entity, including any entity that may
have appointed him or on whose behalf he serves, (collectively, the “Third
Party Indemnitors”), the Corporation hereby agrees (i) that it is the
indemnitor of first resort (i.e., its obligations to the Director are primary
and any obligation of the Third Party Indemnitors to advance expenses or to
provide indemnification for the same expenses or liabilities incurred by the
Director are secondary), (ii) that it shall be required to advance the
full amount of expenses incurred by the Director and shall be liable for the
full amount of all expenses, judgments, penalties, fines and amounts paid in
settlement to the extent legally permitted and as required by the charter
documents of the Corporation (or any agreement between the Corporation and the
Director), without regard to any rights the Director may have against the Third
Party Indemnitors, and, (iii) that it irrevocably waives, relinquishes and
releases the Third Party Indemnitors from any and all claims against the Third
Party Indemnitors for contribution, subrogation or any other recovery of any
kind in respect thereof. The Corporation further agrees that no advancement or
payment by the Third Party Indemnitors on behalf of the Director with respect
to any claim for which the Director has sought indemnification from the
Corporation shall affect the foregoing and the Third Party Indemnitors shall
have a right of contribution and/or be subrogated to the extent of such
advancement or payment to all of the rights of recovery of the Director against
the Corporation. The Corporation and the Director agree that the Third Party
Indemnitors are express third party beneficiaries of the terms hereof.


 


9.             Any section, subsection
or subdivision or provision of this Indemnity which is or becomes illegal,
invalid or unenforceable shall be severed from this Agreement and be
ineffective to the extent of such illegality, invalidity or unenforceability
and shall not affect or impair the remaining provisions thereof.


 


10.                               The Corporation
hereby waives the right to set off any and all existing and future claims
(other than claims arising hereunder) against any amounts payable to the
Director hereunder, and agrees to pay such amounts payable hereunder regardless
of any claim which may be asserted by the Corporation or on his behalf against
the Director (other than claims arising hereunder).


 


11.                               This Indemnity
shall be effective from the date that the Director was duly appointed as a
director of the Corporation.


 


12.                               This Indemnity
shall be deemed to have been made in and shall be construed in accordance with
the laws of the Province of New Brunswick and the federal laws of Canada
applicable therein and the Corporation hereby unconditionally attorns to the
laws 


 

















 


of such jurisdiction and to the courts of the
Province of New Brunswick.


 


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DATED
as of the            day of
                                        ,
20


 


 


	
   

  	
  NOVA
  CHEMICALS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
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