Exhibit 10.15


 


AmCOMP Incorporated

701 U.S. Highway One

Suite 200

North Palm Beach, Florida 33408


 


 


[DATE]


 


[Name
of Executive Officer or Director]

AmCOMP Incorporated

701 U.S. Highway One

Suite 200

North Palm Beach, Florida 33408


 


Dear
Mr.
                          :


 


In consideration of your continued service as an officer or director of
AmCOMP Incorporated (the “Company”), the Company will, to the extent provided
herein, indemnify you and hold you harmless from and against any and all “Losses”
(as defined below) that you may incur by reason of your election or service as
a director, officer, employee, agent, fiduciary or representative of the
Company or any “Related Entity” (as defined below) to the fullest extent
permitted by law.


 


 


1.             (a)           “Losses” means all liabilities, “Costs
and Expenses” (as defined below), amounts of judgments, fines, penalties or
excise taxes (or other amounts assessed, surcharged or levied under the
Employee Retirement Income Security Act of 1974, as amended) and amounts paid
in settlement of or incurred in defense of any settlement in connection with
any threatened, pending or completed claim, action, suit or proceeding, whether
civil, criminal, administrative or investigative, and whether brought by or in
the right of the Company or otherwise, and appeals in which you may become
involved, as a party or otherwise, by reason of acts or omissions in your
capacity as and while serving as a director, officer, employee, agent,
fiduciary or representative of the Company or any Related Entity.


 


(b)           A “Related Entity”
means any corporation, partnership, joint venture, trust or other entity or
enterprise in which the Company is in any way interested, or in or as to which
you are serving at the Company’s request or on its behalf, as a director,
officer, employee, agent, fiduciary or representative including, but not
limited to, any employee benefit plan or any corporation of which the Company
or any Related Entity is, directly or indirectly, a stockholder or creditor.


 


(c)           “Costs and Expenses”
means all reasonable costs and expenses incurred by you in investigating,
defending or appealing any threatened, pending or completed claim, action, suit
or proceeding including, without limitation, counsel fees and disbursements.


 





















2.             Costs and Expenses shall
be paid promptly by the Company as they are incurred or, at your request, shall
be advanced on your behalf against delivery of invoices therefor (prior to an
ultimate determination as to whether you are entitled to be indemnified by the
Company on account thereof); provided, however, that if it shall ultimately be
determined by final decision of the Court of Chancery that you are not entitled
to be indemnified on account of any Costs or Expenses for which you have
theretofore received payment or reimbursement, you shall promptly repay such
amount to the Company.


 


3.             The Company shall
indemnify you and hold you harmless from and against any and all Losses that
you may incur if you are a party to or threatened to be made a party to or
otherwise involved in any proceeding or action (other than a proceeding or
action by or in the right of the Company to procure a judgment in its favor),
unless it is determined that you did not act in good faith and for a purpose
that you reasonably believed to be in, or, in the case of service to a Related
Entity, not opposed to, the best interests of the Company and, in the case of a
criminal proceeding or action, in addition, that you had reasonable cause to
believe that your conduct was unlawful.


 


4.             The Company shall
indemnify you and hold you harmless from and against any and all Losses that
you may incur if you are a party to or threatened to be made a party to any
proceeding or action by or in the right of the Company to procure a judgment in
its favor, unless it is determined that you did not act in good faith and for a
purpose that you reasonably believed to be in, or, in the case of service to a
Related Entity, not opposed to, the best interests of the Company, except that
no indemnification for Losses shall be made under this Paragraph 4 in respect
of (a) any claim, issue or matter as to which you shall have been adjudged to
be liable to the Company or (b) any threatened or pending action to which you
are a party or are threatened to be made a party that is settled or otherwise
disposed of, unless and only to the extent that the Court of Chancery or the
court in which such action or proceeding was brought shall determine upon
application that, in view of all the circumstances of the matter, you are
fairly and reasonably entitled to indemnity for such expenses as such court
shall deem proper.


 


5.             Anything
hereinabove to the contrary notwithstanding, “Losses” shall not include, and
you shall not be entitled to indemnification under this agreement on account of
(i) amounts payable by you to the Company or any Related Entity in satisfaction
of any judgment or settlement in the Company’s or such Related Entity’s favor
(except amounts for which you shall be entitled to indemnification pursuant to
Paragraph 4), (ii) amounts payable on account of profits realized by you in the
purchase or sale of securities of the Company or any Related Entity within the
meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or
similar provisions of state law; (iii) Losses in 


 


 


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connection
with which you are not entitled to indemnification as a matter of law or public
policy; or (iv) Losses to the extent you are indemnified by the Company
otherwise than pursuant to this agreement, including any Losses for which
payment is made to you under an insurance policy.


 


6.             Termination of any
action, suit or proceeding by judgment, order, settlement or conviction, upon a
plea of nolo contendere or its equivalent shall not, of itself, create any
presumption that you did not act in good faith and for a purpose that you
reasonably believed to be in or not opposed to the best interests of the
Company or a Related Entity and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that your conduct was unlawful.


 


7.             The determination
on behalf of the Company that you are not entitled to be indemnified for Losses
hereunder by reason of the provisions of Paragraphs 3 or 4 or clause (iii) of
Paragraph 5 may be made either by (a) directors who are not parties to such
action, suit or proceeding, even through less than a quorum, (b) by a committee
of such directors designated by majority vote of such directors, even though
less than a quorum, (c) if there are no such directors, or if such directors so
direct, by independent legal counsel (who may be the outside counsel regularly
employed by the Company) in a written opinion, or (d) the stockholders of the
Company, as the Company’s Board of Directors shall determine.  Notwithstanding such determination, the right
to indemnification or advances of Costs and Expenses as provided in this
agreement shall be enforceable by you in the Court of Chancery.  The burden of proving that indemnification is
not appropriate shall be on the Company.  
Neither the failure of the Company (including its Board of Directors or
independent legal counsel) to have made a determination prior to the
commencement of such action that indemnification is proper in the circumstances
because you have met the applicable standard of conduct, nor an actual
determination by the Company (including its Board of Directors or independent
legal counsel) that you have not met such applicable standard of conduct shall
be a defense to the action or create a presumption that you have not met the
applicable standard of conduct.  Costs
and expenses, including counsel fees, reasonably incurred by you in connection
with successfully establishing your right to indemnification, in whole or in
part, in any such action shall also be indemnified by the Company.


 


8.             You agree to give
prompt notice to the Company of any claim with respect to which you seek
indemnification and, unless a conflict of interest shall exist between you and
the Company with respect to such claim, you will permit the Company to assume
the defense of such claim with counsel of its choice.  Whether or not such defense is assumed by the
Company, the Company will not be subject to any liability for any settlement
made without its consent.  The Company
will not consent to entry of any judgment or enter into any settlement that
does not include as an unconditional term thereof the giving by the claimant or
plaintiff to you a 


 


 


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release
from all liability with respect to such claim or litigation.  If the Company is not entitled to, or does
not elect to, assume the defense of a claim, the Company will not be obligated
to pay the fees and expenses of more than one counsel for you and any other
directors, officers or employees of the Company who are indemnified pursuant to
similar indemnity agreements with respect to such claim, unless a conflict of
interest shall exist between such indemnified party and any other of such
indemnified parties with respect to such claim, in which event the Company will
be obligated to pay the fees and expenses of an additional counsel for each
indemnified party or group of indemnified parties with whom a conflict of
interest exists.


 


9.             The Company’s
obligation to indemnify you under this agreement is in addition to any other
rights to which you may otherwise be entitled by operation of law, vote of the
Company’s stockholders or directors or otherwise and will be available to you
whether or not the claim asserted against you is based upon matters that
occurred before the date of this agreement.


 


10.           The obligation of
the Company to indemnify you with respect to Losses that you may incur by
reason of your service as a director, officer, employee, agent, fiduciary or
representative of the Company or a Related Entity, as provided under this
agreement, shall survive the termination of your service in such capacities and
shall inure to the benefit of your heirs, executors and administrators.


 


11.           The Company agrees
that, so long as you shall serve as a director, officer, employee, agent,
fiduciary or representative of the Company or any Related Entity and thereafter
so long as you shall be subject to any possible claim or threatened, pending or
completed action or proceeding by reason of your service as a director,
officer, employee, agent, fiduciary or representative of the Company or any
Related Entity, the Company shall purchase and maintain in effect for your
benefit valid, binding and enforceable policies of directors and officers
liability insurance (“D & O Insurance”), covering Losses; provided,
however, that the Company shall not be required to maintain D & O Insurance
in effect if such insurance is not reasonably available or if, in the
reasonable business judgment of the directors of the Company, either (i) the
premium cost for such insurance is substantially disproportionate to the amount
of coverage or (ii) the coverage provided by such insurance is so limited by
exclusions that there is insufficient benefit from such insurance.


 


12.           If you are entitled
under this agreement or otherwise to indemnification by the Company for some or
a portion of the Losses actually and reasonably incurred by you but not,
however, for the total amount thereof, the Company shall nevertheless indemnify
you for the portion of the Losses to which you are entitled.


 


13.           It is the intention
of the parties to this agreement to provide for indemnification in all cases
and under all 


 


 


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circumstances
where to do so would not violate applicable law (and notwithstanding any
limitations permitted, but not required by statute) and the terms and
provisions of this agreement shall be interpreted and construed consistent with
that intention.  Nonetheless, if any
provision of this agreement or any indemnification made under this agreement
shall for any reason be determined by the Court of Chancery to be invalid,
unlawful or unenforceable under current or future laws, such provision shall be
fully severable and, the remaining provisions of this agreement shall not
otherwise be affected thereby, but shall remain in full force and effect and,
to the fullest extent possible, shall be construed so as to give effect to the
intent manifested by the provision held invalid, illegal or unenforceable.


 


14.           This agreement shall
be governed by and interpreted and construed in accordance with the laws of the
State of Delaware, except that body of law relating to choice of law.


 


15.           No amendment,
modification, termination or cancellation of this Agreement shall be effective
unless in writing signed by both the Company and you.


 


Your signature below will evidence your agreement and acceptance with
respect to the foregoing.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  AMCOMP
  INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Fred
  R. Lowe,

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
  AGREED
  TO AND ACCEPTED:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
					



 


 


 


 


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