Exhibit
10.5


 


BODY CENTRAL CORP.


INDEMNIFICATION AGREEMENT


 


This Agreement is made as of the [    ] day of 2010, by and between Body Central
Corp., a Delaware corporation (the “Corporation”), and [                           ] (the “Indemnitee”),
a director or officer of the Corporation (the “Agreement”).


 


WHEREAS,
it is essential to the Corporation to retain and attract as directors and
officers the most capable persons available, and


 


WHEREAS,
the increase in corporate litigation subjects directors and officers to
expensive litigation risks, and


 


WHEREAS,
it is now and has always been the policy of the Corporation to indemnify its
directors and officers, and


 


WHEREAS,
the Corporation desires the Indemnitee to serve, or continue to serve, as a
director or officer of the Corporation.


 


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


 


1.             Definitions.
As used in this Agreement:


 


(a)           The
term “Proceeding” shall include any threatened, pending or completed
action, suit, arbitration, alternative dispute resolution proceeding,
administrative hearing or other proceeding, whether brought by or in the right
of the Corporation or otherwise and whether of a civil, criminal,
administrative or investigative nature, and any appeal therefrom.


 


(b)           The
term “Corporate Status” shall mean the status of a person who is or was,
or has agreed to become, a director or officer of the Corporation, or is or was
serving, or has agreed to serve, at the request of the Corporation, as a
director, officer, fiduciary, partner, trustee, member, employee or agent of,
or in a similar capacity with, another corporation, partnership, joint venture,
trust, limited liability company or other enterprise.


 


(c)           The
term “Expenses” shall include, without limitation, attorneys’ fees,
retainers, court costs, transcript costs, fees and expenses of experts, travel
expenses, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees and other disbursements or expenses of the types
customarily incurred in connection with investigations, judicial or
administrative proceedings or appeals, but shall not include the amount of
judgments, fines or penalties against Indemnitee or amounts paid in settlement
in connection with such matters.


 


(d)           The
term “Change in Control” shall mean the occurrence of any one of the
following:


 


(i)            Any
individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) (a “Person”), other than those Persons in control of the
Corporation as of the date of this Agreement or a trustee or other fiduciary
holding securities under an employee benefit plan of the Corporation or a
corporation owned directly or indirectly by the stockholders of the Corporation
in substantially the same proportions as their ownership of stock of the
Corporation, becomes the beneficial owner (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Corporation
representing 25% or more of the combined voting power of the Corporation’s then
outstanding securities;


 


(ii)           A
change in the Board of Directors of the Corporation (the “Board”) such
that individuals who as of the date of this Agreement constitute the Board (the
“Incumbent Board”) cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date of this Agreement whose election or nomination
for election by the Corporation’s stockholders was


 

















 


approved
by a vote of at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member of the
Incumbent Board;


 


(iii)          The
consummation of: (a) a plan of complete liquidation of the Corporation; (b) an
agreement for the sale or disposition of all or substantially all of the
Corporation’s assets; or (c) a merger, consolidation or reorganization of
the Corporation with or involving any other corporation, other than a merger,
consolidation or reorganization that would result in the voting securities of
the Corporation outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities
of the surviving entity) at least 50% of the combined voting power of the
voting securities of the Corporation (or such surviving entity) outstanding
immediately after such merger, consolidation or reorganization; or


 


(iv)          The
occurrence of any other event that the Board determines by a duly approved
resolution constitutes a Change in Control.


 


(e)           The
term “Independent Counsel” shall mean a law firm, or a member of a law
firm, that is experienced in matters of corporation law and neither currently
is, nor in the past five years has been, retained to represent: (i) the
Corporation or the Indemnitee in any matter material to either such party or (ii) any
other party to the Proceeding giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall
not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing
either the Corporation or the Indemnitee in an action to determine the
Indemnitee’s rights under this Agreement.


 


(f)            References
to “other enterprise” shall include employee benefit plans; references
to “fines” shall include any excise tax assessed with respect to any
employee benefit plan; references to “serving at the request of the
Corporation” shall include 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 beneficiaries; and a person who acted in good faith and in
a manner such person reasonably believed to be in the interests of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner “not opposed to the best interests of the Corporation”
as referred to in this Agreement.


 


2.             Indemnity of
Indemnitee. Subject to Sections 5, 6 and 8, the Corporation shall
indemnify the Indemnitee in connection with any Proceeding as to which the
Indemnitee is, was or is threatened to be made a party (or is otherwise
involved) by reason of the Indemnitee’s Corporate Status, to the fullest extent
permitted by law (as such may be amended from time to time). In furtherance of
the foregoing and without limiting the generality thereof:


 


(a)           Indemnification in Third-Party Proceedings. The Corporation
shall indemnify the Indemnitee


 


in
accordance with the provisions of this Section 2(a) if the Indemnitee
was or is a party to or threatened to be made a party to or otherwise involved
in any Proceeding (other than a Proceeding by or in the right of the
Corporation to procure a judgment in its favor or a Proceeding referred to in Section 5
below) by reason of the Indemnitee’s Corporate Status or by reason of any
action alleged to have been taken or omitted in connection therewith, against
all Expenses, judgments, fines, penalties and amounts paid in settlement
actually and reasonably incurred by or on behalf of the Indemnitee in
connection with such Proceeding, if the Indemnitee acted in good faith and in a    manner which the 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 his or her conduct was unlawful.


 


(b)           Indemnification in Proceedings by or in the Right of the Corporation.
The Corporation shall indemnify the Indemnitee in accordance with the
provisions of this Section 2(b) if the Indemnitee was or is a party
to or threatened to be made a party to or otherwise involved in any Proceeding
by or in the right of the Corporation to procure a judgment in its favor by
reason of the Indemnitee’s Corporate Status or by reason of any action alleged
to have been taken or omitted in connection therewith, against all Expenses
and, to the extent permitted by law, amounts paid in settlement actually and
reasonably incurred by or on behalf of the Indemnitee in connection with such
Proceeding, if the Indemnitee acted in good faith and in a manner which the
Indemnitee reasonably believed to be in, or not opposed to, the best interests
of the Corporation, except that, if applicable law so requires, no
indemnification shall be made under this Section 2(b) in respect of
any claim, issue or matter as to which the Indemnitee shall have been adjudged
to be liable to the Corporation, unless, and only to the extent, that the Court
of


 

















 


Chancery
of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of such liability but
in view of all the circumstances of the case, the Indemnitee is fairly and
reasonably entitled to indemnity for such Expenses as the Court of Chancery or
such other court shall deem proper.


 


3.             Indemnification
of Expenses of Successful or Partly Successful Party. Notwithstanding
any other provision of this Agreement, to the extent that the Indemnitee has
been successful, on the merits or otherwise, in defense of any Proceeding or in
defense of any claim, issue or matter therein (other than a Proceeding referred
to in Section 5), the Indemnitee shall be indemnified against all Expenses
actually and reasonably incurred by or on behalf of the Indemnitee in
connection therewith. If Indemnitee is not wholly successful in such Proceeding
but is successful, on the merits or otherwise, as to one or more but less than
all claims, issues, or matters in such Proceeding, the Company shall indemnify
Indemnitee against all Expenses actually and reasonably incurred by him or on
his behalf in connection with each successfully resolved claim, issue or
matter.


 


4.             Indemnification
for Expenses of a Witness. To the extent that the Indemnitee is, by
reason of the Indemnitee’s Corporate Status, a witness in any Proceeding to
which the Indemnitee is not a party, the Indemnitee shall be indemnified
against all Expenses actually and reasonably incurred by or on behalf of the
Indemnitee in connection therewith.


 


5.             Exceptions
to Right of Indemnification. Notwithstanding anything to the
contrary to this Agreement, except as set forth in Section 9, the
Corporation shall not indemnify the Indemnitee under this Agreement in
connection with a Proceeding (or part thereof) initiated by the Indemnitee
unless the initiation thereof was approved by the Board of Directors of the
Corporation; and the Corporation shall not indemnify the Indemnitee to the
extent the Indemnitee has been reimbursed from the proceeds of insurance, and
in the event the Corporation makes any indemnification payments to the
Indemnitee and the Indemnitee is subsequently reimbursed from the proceeds of
insurance, the Indemnitee shall promptly refund such indemnification payments
to the Corporation to the extent of such insurance reimbursement.


 


6.             Notification
and Defense of Claim.


 


(a)           As
a condition precedent to the Indemnitee’s right to be indemnified, the
Indemnitee must notify the Corporation in writing as soon as practicable of any
Proceeding for which indemnity will or could be sought. The Indemnitee shall
have the right to employ his or her own counsel in connection with such Proceeding,
and the fees and expenses of counsel for the Indemnitee shall be at the expense
of the Corporation, except as otherwise expressly provided by this Agreement,
and provided that Indemnitee’s counsel shall cooperate reasonably with the
Corporation’s counsel to minimize the cost of defending claims against the
Corporation and the Indemnitee.


 


(b)           The
Corporation shall not be required to indemnify the Indemnitee under this
Agreement for any amounts paid in settlement of any Proceeding effected without
its written consent. The Corporation shall not settle any Proceeding in any
manner that would impose any penalty or limitation on the Indemnitee without
the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee
will unreasonably withhold or delay their consent to any proposed settlement.


 


7.             Advancement
of Expenses. Subject to the provisions of Section 8, in the
event of any Proceeding of which the Corporation receives notice under
Section 6 of this Agreement, any Expenses actually and reasonably incurred
by or on behalf of the Indemnitee in defending such Proceeding shall be paid by
the Corporation in advance of the final disposition of such Proceeding;
provided, however, that the payment of such Expenses incurred by or on behalf
of the Indemnitee in advance of the final disposition of such Proceeding shall
be made only upon receipt of an undertaking by or on behalf of the Indemnitee
to repay all amounts so advanced to the extent that it shall ultimately be
determined that the Indemnitee is not entitled to be indemnified by the
Corporation as authorized in this Agreement. Such undertaking shall be accepted
without reference to the financial ability of the Indemnitee to make repayment.
Any advances and undertakings to repay pursuant to this Section 7 shall be
unsecured and interest-free.


 


8.             Procedures.


 


(a)           In
order to obtain indemnification or advancement of Expenses pursuant to this
Agreement, the Indemnitee shall submit to the Corporation a written request,
including in such request such documentation and


 

















 


information
as is reasonably available to the Indemnitee and is reasonably necessary to
determine whether and to what extent the Indemnitee is entitled to
indemnification or advancement of Expenses. Any such indemnification or
advancement of Expenses shall be made promptly, and in any event within (i) in
the case of advancement of Expenses under Section 7, 20 calendar days
after receipt by the Corporation of the written request of the Indemnitee, or (ii) in
the case of all other indemnification, 30 calendar days after receipt by the
Corporation of the written request of the Indemnitee, subject to the provisions
of Sections 8(b) and (c) below.


 


(b)           With
respect to requests for indemnification under Section 2, indemnification
shall be made insofar as the Corporation determines that Indemnitee has met the
applicable standard of conduct set forth in Section 2. Any determination
as to whether Indemnitee has met the applicable standard of conduct set forth
in Section 2, and any determination that advanced Expenses must be
subsequently repaid to the Corporation, shall be made, in the discretion of the
Board of Directors of the Corporation, (1) by a majority vote of the
directors of the Corporation consisting of persons who are not at that time parties
to the Proceeding (“disinterested directors”), whether or not a quorum, (2) by
a committee of disinterested directors designated by a majority vote of
disinterested directors, whether or not a quorum, (3) if there are no
disinterested directors, or if the disinterested directors so direct, by
Independent Counsel in a written opinion to the Board, or (4) by the
stockholders of the Corporation. Any such determination with respect to
requests under Section 2 shall be made within the 30-day period referred
to in clause (ii) of Section 8(a) (unless extended by mutual
agreement by the Corporation and Indemnitee). For the purpose of the foregoing
determination with respect to requests under Section 2 or repayment of
advanced Expenses, the Indemnitee shall be entitled to a presumption that he or
she has met the applicable standard of conduct set forth in Section 2.


 


(c)           Notwithstanding
anything to the contrary set forth in this Agreement, if a request for
indemnification is made after a Change in Control, at the election of the
Indemnitee made in writing to the Corporation, any determination required to be
made pursuant to Section 8(b) above as to whether the Indemnitee has
met the applicable standard of conduct or is required to repay advanced
Expenses shall be made by Independent Counsel selected as provided in this Section 8(c).
The Independent Counsel shall be selected by the Indemnitee, unless the
Indemnitee shall request that such selection be made by the Board of Directors
of the Corporation. The party making the determination shall give written
notice to the other party advising it of the identity of the Independent
Counsel so selected. The party receiving such notice may, within seven days
after such written notice of selection shall have been given, deliver to the
other party a written objection to such selection. Such objection may be
asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of “Independent Counsel” as defined in Section 1,
and the objection shall set forth with particularity the factual basis of such
assertion. Absent a proper and timely objection, the person so selected shall
act as Independent Counsel. If a written objection is made, the Independent
Counsel so selected may not serve as Independent Counsel unless and until a
court has determined that such objection is without merit. If, within 20 days
after submission by the Indemnitee of a written request for indemnification, no
Independent Counsel shall have been selected or if selected, shall have been
objected to, in accordance with this paragraph either the Corporation or the
Indemnitee may petition the Court of Chancery of the State of Delaware or other
court of competent jurisdiction for resolution of any objection which shall
have been made by the Corporation or the Indemnitee to the other’s selection of
Independent Counsel and/or for the appointment as Independent Counsel of a
person selected by the court or by such other person as the court shall
designate, and the person with respect to whom an objection is favorably
resolved or the person so appointed shall act as Independent Counsel. The
Corporation shall pay the reasonable fees and expenses of Independent Counsel
incurred in connection with its acting in such capacity. The Corporation shall
pay any and all reasonable and necessary fees and expenses incident to the
procedures of this paragraph, regardless of the manner in which such
Independent Counsel was selected or appointed.


 


(d)           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 the Indemnitee did not act in good faith and in a manner
that the Indemnitee reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and, with respect to any criminal Proceeding, had
reasonable cause to believe that his or her conduct was unlawful.


 


(e)           The
Company acknowledges that a settlement or other disposition short of final
judgment may be successful if it permits a party to avoid expense, delay,
distraction, disruption and uncertainty. In the event that any action, claim or
proceeding to which Indemnitee is a party is resolved in any manner other than
by adverse judgment


 

















 


against
Indemnitee (including, without limitation, settlement of such action, claim or
proceeding with or without payment of money or other consideration) it shall be
presumed that Indemnitee has been successful on the merits or otherwise in such
action, suit or proceeding. Anyone seeking to overcome this presumption shall
have the burden of proof and the burden of persuasion by clear and convincing
evidence.


 


(f)            The
Indemnitee shall cooperate with the person, persons or entity making such
determination with respect to the Indemnitee’s entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance
request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to the Indemnitee
and reasonably necessary to such determination. Any Expenses actually and
reasonably incurred by the Indemnitee in so cooperating shall be borne by the
Corporation (irrespective of the determination as to the Indemnitee’s
entitlement to indemnification) and the Corporation hereby indemnifies the
Indemnitee therefrom.


 


9.             Remedies.
The right to indemnification or advancement of Expenses as provided by this
Agreement shall be enforceable by the Indemnitee in any court of competent
jurisdiction if the Corporation denies such request, in whole or in part, or if
no disposition thereof is made within the applicable period referred to in Section 8.
Unless otherwise required by law, the burden of proving that indemnification is
not appropriate shall be on the Corporation. Neither the failure of the
Corporation to have made a determination prior to the commencement of such
action that indemnification is proper in the circumstances because the
Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Corporation that the Indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that the Indemnitee has not met the applicable standard of conduct.
The Indemnitee’s Expenses actually and reasonably incurred in connection with
successfully establishing the Indemnitee’s right to indemnification, in whole
or in part, in any such Proceeding shall also be indemnified by the
Corporation.


 


10.           Partial Indemnification.
If the Indemnitee is entitled under any provision of this Agreement to
indemnification by the Corporation for some or a portion of the Expenses,
judgments, fines, penalties or amounts paid in settlement actually and
reasonably incurred by or on behalf of the Indemnitee in connection with any
Proceeding but not, however, for the total amount thereof, the Corporation
shall nevertheless indemnify the Indemnitee for the portion of such Expenses,
judgments, fines, penalties or amounts paid in settlement to which the Indemnitee
is entitled.


 


11.           Subrogation. In
the event of any payment under this Agreement, the Corporation shall be
subrogated to the extent of such payment to all of the rights of recovery of
the Indemnitee, who shall execute all papers required and take all action
necessary to secure such rights, including execution of such documents as are
necessary to enable the Corporation to bring suit to enforce such rights.


 


12.           Term of Agreement.
This Agreement shall continue until and terminate upon the later of (a) six
years after the date that the Indemnitee shall have ceased to serve as a
director or officer of the Corporation or, at the request of the Corporation,
as a director, officer, partner, trustee, member, employee or agent of another
corporation, partnership, joint venture, trust, limited liability company or
other enterprise or (b) the final termination of all Proceedings pending
on the date set forth in clause (a) in respect of which the Indemnitee is
granted rights of indemnification or advancement of Expenses hereunder and of
any proceeding commenced by the Indemnitee pursuant to Section 9 of this
Agreement relating thereto.


 


13.           Indemnification Hereunder
Not Exclusive. The indemnification and advancement of Expenses
provided by this Agreement shall not be deemed exclusive of any other rights to
which the Indemnitee may be entitled under the Third Amended and Restated
Certification of Incorporation, the Amended and Restated By-Laws, any other
agreement, any vote of stockholders or disinterested directors, the General
Corporation Law of Delaware, any other law (common or statutory), or otherwise,
both as to action in the Indemnitee’s official capacity and as to action in
another capacity while holding office for the Corporation. Nothing contained in
this Agreement shall be deemed to prohibit the Corporation from purchasing and
maintaining insurance, at its expense, to protect itself or the Indemnitee
against any expense, liability or loss incurred by it or the Indemnitee in any
such capacity, or arising out of the Indemnitee’s status as such, whether or
not the Indemnitee would be indemnified against such expense, liability or loss
under this Agreement.


 

















 


14.           Non-Disclosure of
Payments. Except as expressly required by the securities laws of the
United States of America, neither party shall disclose any payments under this
Agreement unless prior approval of the other party is obtained. If any payment
information must be disclosed, the Company shall afford the Indemnitee an
opportunity to review all such disclosures and, if requested, to explain in
such statement any mitigating circumstances regarding the events to be
reported.


 


15.           No Special Rights.
Nothing herein shall confer upon the Indemnitee any right to continue to serve
as an officer or director of the Corporation for any period of time or at any
particular rate of compensation.


 


16.           Savings Clause.
If this Agreement or any portion thereof shall be invalidated on any ground by
any court of competent jurisdiction, then the Corporation shall nevertheless
indemnify the Indemnitee as to Expenses, judgments, fines, penalties and
amounts paid in settlement with respect to any Proceeding to the full extent
permitted by any applicable portion of this Agreement that shall not have been
invalidated and to the fullest extent permitted by applicable law.


 


17.           Counterparts.
This Agreement may be executed in any number of counterparts, each of which
shall constitute the original.


 


18.           Successors and Assigns.
This Agreement shall be binding upon the Corporation and its successors and
assigns and shall inure to the benefit of the estate, heirs, executors,
administrators and personal representatives of the Indemnitee.


 


19.           Headings. The
headings of the paragraphs of this Agreement are inserted for convenience only
and shall not be deemed to constitute part of this Agreement or to affect the
construction thereof.


 


20.           Modification and Waiver.
This Agreement may be amended from time to time to reflect changes in Delaware
law or for other reasons. 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 provision hereof nor shall any such waiver
constitute a continuing waiver.


 


21.           Notices. All
notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been given (i) when delivered by hand
or (ii) if mailed by certified or registered mail with postage prepaid, on
the third day after the date on which it is so mailed:


 


(a)           if
to the Indemnitee, to the address set forth on the signature page hereto.


 


(b)           if
to the Corporation, to: Body Central Corp.


Attn: General Counsel


6225 Powers Avenue


Jacksonville, FL 32217


 


or
to such other address as may have been furnished to the Indemnitee by the
Corporation or to the Corporation by the Indemnitee, as the case may be.


 


22.           Applicable Law.
This Agreement shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware. The Indemnitee may elect to have the
right to indemnification or reimbursement or advancement of Expenses
interpreted on the basis of the applicable law in effect at the time of the
occurrence of the event or events giving rise to the applicable Proceeding, to
the extent permitted by law, or on the basis of the applicable law in effect at
the time such indemnification or reimbursement or advancement of Expenses is
sought. Such election shall be made, by a notice in writing to the Corporation,
at the time indemnification or reimbursement or advancement of Expenses is
sought; provided, however, that if no such notice is given, and if the General
Corporation Law of Delaware is amended, or other Delaware law is enacted, to
permit further indemnification of the directors and officers, then the
Indemnitee shall be indemnified to the fullest extent permitted under the
General Corporation Law of Delaware, as so amended, or by such other Delaware
law, as so enacted.


 

















 


23.           Enforcement.
The Corporation expressly confirms and agrees that it has entered into this
Agreement in order to induce the Indemnitee to continue to serve as an officer
or director of the Corporation, and acknowledges that the Indemnitee is relying
upon this Agreement in continuing in such capacity.


 


24.           Entire Agreement.
This Agreement sets forth the entire agreement of the parties hereto in respect
of the subject matter contained herein and supersedes all prior agreements,
whether oral or written, by any officer, employee or representative of any
party hereto in respect of the subject matter contained herein; and any prior
agreement of the parties hereto in respect of the subject matter contained
herein is hereby terminated and cancelled. For avoidance of doubt, the parties
confirm that the foregoing does not apply to or limit the Indemnitee’s rights
under Delaware law or the Corporation’s Third Amended and Restated Certificate
of Incorporation or Amended and Restated By-Laws.


 


25.           Consent to Suit.
In the case of any dispute under or in connection with this Agreement, the
Indemnitee may only bring suit against the Corporation in the Court of Chancery
of the State of Delaware. The Indemnitee hereby consents to the exclusive
jurisdiction and venue of the courts of the State of Delaware, and the
Indemnitee hereby waives any claim the Indemnitee may have at any time as to
forum non conveniens with respect to such venue. The Corporation shall have the
right to institute any legal action arising out of or relating to this
Agreement in any court of competent jurisdiction. Any judgment entered against
either of the parties in any proceeding hereunder may be entered and enforced
by any court of competent jurisdiction.


 


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Left Blank]


 

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the day and year first above written.


 


	
   

  	
  BODY CENTRAL CORP.

  
	
   

  	
   

  
	
   

  	
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  INDEMNITEE:

  
	
   

  	
   

  
	
   

  	
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