exv10w19






Exhibit 10.19




Form of Indemnification Agreement



 









 





INDEMNIFICATION AGREEMENT




     THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of 1
October, 2006 between GeoVax Labs, Inc., an Illinois corporation, and GeoVax, Inc., a Georgia
corporation (the “Company”), and                      (the “Indemnitee”).



RECITALS




     WHEREAS, Indemnitee performs a valuable service for the Company;



     WHEREAS, the Board of Directors of the Company has adopted Bylaws (the “Bylaws”)
providing for the indemnification of the officers and directors of the Company to the maximum
extent authorized by the Illinois Business Corporation Act of 1983, as amended (“IBCA”) and
the Georgia Business Corporation Code, as amended (“GBCC”);



     WHEREAS, the Bylaws and the IBCA and GBCC, by their nonexclusive nature, permit contracts
between the Company and the officers or directors of the Company with respect to indemnification of
such officers or directors;



     WHEREAS, the Company is authorized by the IBCA and GBCC to purchase and maintain directors’
and officers’ liability insurance (“D&O Insurance”) covering certain liabilities that may
be incurred by its officers or directors in the fulfillment of their obligations to the Company;
and



     WHEREAS, in recognition of past services and in order to induce Indemnitee to continue to
serve as an officer or director of the Company, the Company has determined and agreed to enter into
this contract with Indemnitee.



     NOW, THEREFORE, in consideration of Indemnitee’s future service as an officer or director of
the Company, and for other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the parties hereto agree as follows:



     1. Indemnification of Indemnitee. The Company shall hold harmless and indemnify
Indemnitee to the full extent authorized or permitted by the IBCA and the GBCC, as amended from
time to time. In furtherance of the foregoing indemnification, and without limiting the generality
thereof:




          (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee
shall be entitled to the rights of indemnification provided for in this Section 1(a) if, by reason
of Indemnitee’s Corporate Status (as hereinafter defined), Indemnitee is, or is threatened to be
made, a party to or a participant in any Proceeding (as hereinafter defined) other than a
Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be
indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts
paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in
connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in a
manner Indemnitee believed in good faith to be in or not opposed to the best interests of the
Company and, with respect to any criminal Proceeding, had no reasonable cause to believe



 









 







such conduct was unlawful; provided, however, that no indemnification shall be made
for any Expenses (as hereinafter defined), judgments, penalties, fines or amounts paid in
settlement for which, under the IBCA and the GBCC, indemnification may not be authorized by action
of the Board of Directors, the shareholders, or otherwise, including, but not limited to, any
Expenses (as hereinafter defined), judgments, penalties, fines or amounts paid in settlement for:
(i) any appropriation by Indemnitee, in violation of Indemnitee’s duties, of any business
opportunity of the corporation; (ii) any acts or omissions of Indemnitee that involve intentional
misconduct or a knowing violation of law; (iii) the types of liability set forth in Section
14-2-832 of the GBCC and the equivalent in the IBCA; or (iv) any transaction from which the
Indemnitee received an improper personal benefit. Indemnification in connection with a Proceeding
brought by or in the right of the Company is limited to reasonable expenses incurred in connection
with such Proceeding upon a determination that Indemnitee has met the relevant standard of conduct
under the IBCA and the GBCC.




          (b) Proceedings by or in the Right of the Company. Indemnitee shall be entitled to
the rights of indemnification provided for in this Section 1(b) if, by reason of Indemnitee’s
Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any
Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee
shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on
Indemnitee’s behalf in connection with such Proceeding 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 Company;
provided, however, that no indemnification shall be made for any Expenses (as hereinafter defined),
judgments, penalties, fines or amounts paid in settlement for which, under the IBCA and the GBCC,
indemnification may not be authorized by action of the Board of Directors, the shareholders, or
otherwise, including, but not limited to, any Expenses (as hereinafter defined), judgments,
penalties, fines or amounts paid in settlement for: (i) any appropriation by Indemnitee, in
violation of Indemnitee’s duties, of any business opportunity of the corporation; (ii) any acts or
omissions of Indemnitee that involve intentional misconduct or a knowing violation of law; (iii)
the types of liability set forth in Section 14-2-832 of the GBCC and the equivalent in the IBCA; or
(iv) any transaction from which the Indemnitee received an improper personal benefit.




          (c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful.
Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason
of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any
Proceeding, Indemnitee shall be indemnified to the maximum extent permitted by law against all
reasonable Expenses incurred by Indemnitee or on Indemnitee’s behalf 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
Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or
matter. For purposes of this Section and without limitation, the termination of any claim, issue
or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a
successful result as to such claim, issue or matter.



     2. Additional Indemnity. In addition to, and without regard to any limitations on,
the indemnification provided for in Section 1, the Company shall and hereby does indemnify and



2









 




hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf if, by reason
of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or
participant in any Proceeding (including a Proceeding by or in the right of the Company),
including, without limitation, all liability arising out of the negligence or active or passive
wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations
pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to
Indemnitee to the extent that is finally determined (under the procedures, and subject to the
presumptions, set forth in Sections 6 and 7 hereof) to be unlawful under Illinois and/or Georgia
law.




     3. Contribution in the Event of Joint Liability.




          (a) Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in
respect of any threatened, pending or completed action, suit or proceeding in which the Company is
jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the
Company shall pay, in the first instance, the entire amount of any judgment or settlement of such
action, suit or proceeding without requiring Indemnitee to contribute to such payment and the
Company hereby waives and relinquishes any right of contribution it may have against Indemnitee.
The Company shall not enter into any settlement of any action, suit or proceeding in which the
Company is jointly liable with Indemnitee (or would be if joined in such action, suit or
proceeding) unless such settlement provides for a full and final release of all claims asserted
against Indemnitee.




          (b) Without diminishing or impairing the obligations of the Company set forth in the preceding
subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portion
of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in
which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or
proceeding), the Company shall contribute to the amount of expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or
payable by Indemnitee in proportion to the relative benefits received by the Company and all
officers, directors or employees of the Company other than Indemnitee who are jointly liable with
Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and
Indemnitee, on the other hand, from the transaction from which such action, suit or proceeding
arose; provided, however, that the proportion determined on the basis of relative benefit may, to
the extent necessary to conform to law, be further adjusted by reference to the relative fault of
the Company and all officers, directors or employees of the Company other than Indemnitee who are
jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the
one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such
expenses, judgments, fines or settlement amounts, as well as any other equitable considerations
which the law may require to be considered. The relative fault of the Company and all officers,
directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee
(or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the
other hand, shall be determined by reference to, among other things, the degree to which their
actions were motivated by intent to gain personal profit or advantage, the degree to which their
liability is primary or secondary, and the degree to which their conduct is active or passive.



3









 






          (c) The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims
of contribution that may be brought by officers, directors or employees of the Company, other than
Indemnitee, who may be jointly liable with Indemnitee.




          (d) Notwithstanding the other provisions of this Section 3, no indemnification shall be made
for any Expenses (as hereinafter defined), judgments, penalties, fines or amounts paid in
settlement for which, under the IBCA and the GBCC, indemnification may not be authorized by action
of the Board of Directors, the shareholders, or otherwise, including, but not limited to, any
Expenses (as hereinafter defined), judgments, penalties, fines or amounts paid in settlement for:
(i) any appropriation by Indemnitee, in violation of Indemnitee’s duties, of any business
opportunity of the corporation; (ii) any acts or omissions of Indemnitee that involve intentional
misconduct or a knowing violation of law; (iii) the types of liability set forth in Section
14-2-832 of the GBCC and the equivalent in the IBCA; or (iv) any transaction from which the
Indemnitee received an improper personal benefit.



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



     5. Advancement of Expenses. Notwithstanding any other provision of this Agreement,
the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with
any Proceeding by reason of Indemnitee’s Corporate Status within ten (10) days after the receipt by
the Company of a statement or statements from Indemnitee requesting such advance or advances from
time to time, whether prior to or after final disposition of such Proceeding, such statement or
statements to be in conformity with the requirements of Section 14-2-832 of the GBCC and the
equivalent in the IBCA. Such statement or statements shall reasonably evidence the Expenses
incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on
behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that
Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings
to repay pursuant to this Section 5 shall be unsecured and interest free. Notwithstanding the
foregoing, the obligation of the Company to advance Expenses pursuant to this Section 5 shall be
subject to the condition that, if, when and to the extent that the Company determines that
Indemnitee would not be permitted to be indemnified under applicable law, the Company shall be
entitled to be reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby
agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if
Indemnitee has commenced or thereafter commences legal proceedings in a court of competent
jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law,
any determination made by the Company that Indemnitee would not be permitted to be indemnified
under applicable law shall not be binding and Indemnitee shall not be required to reimburse the
Company for any advance of Expenses until a final judicial determination is made with respect
thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).



     6. Procedures and Presumptions for Determination of Entitlement to Indemnification.
It is the intent of this Agreement to secure for Indemnitee rights of indemnity



4









 




that are as favorable as may be permitted under the law and public policy of the State of
Georgia and the State of Illinois respectively. Accordingly, the parties agree that the following
procedures and presumptions shall apply in the event of any question as to whether Indemnitee is
entitled to indemnification under this Agreement:





     (a) To obtain indemnification (including, but not limited to, the advancement of
Expenses and contribution by the Company) under this Agreement, Indemnitee shall submit to
the Company a written request, including therein or therewith such documentation and
information as is reasonably available to Indemnitee and is reasonably necessary to
determine whether and to what extent Indemnitee is entitled to indemnification. The
Secretary of the Company shall, promptly upon receipt of such a request for indemnification,
advise the Board of Directors in writing that Indemnitee has requested indemnification.




     (b) Upon written request by Indemnitee for indemnification pursuant to the first
sentence of Section 6(a) hereof, a determination, if required by applicable law, with
respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the
following three methods, which shall be at the election of Indemnitee: (1) by a majority
vote of the disinterested directors, even though less than a quorum, or (2) by Independent
Counsel in a written opinion, or (3) by the shareholders holding at least a majority of the
Company’s voting power.




     (c) If the determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be selected as
provided in this Section 6(c). Indemnitee shall select the Independent Counsel (unless
Indemnitee shall request that such selection be made by the Board of Directors). Indemnitee
or the Company, as the case may be, may, within ten (10) days after such written notice of
selection shall have been given, deliver to the Company or to Indemnitee, as the case may
be, a written objection to such selection; provided, however, that 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 13 of this Agreement, 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 and substantiated, the Independent Counsel selected may not serve
as Independent Counsel unless and until such objection is withdrawn or a court has
determined that such objection is without merit. If, within twenty (20) days after
submission by Indemnitee of a written request for indemnification pursuant to Section 6(a)
hereof, no Independent Counsel shall have been selected and not objected to, either the
Company or Indemnitee may petition an appropriate court of competent jurisdiction of the
State of Illinois or the State of Georgia or other court of competent jurisdiction for
resolution of any objection which shall have been made by the Company or 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 all objections are so resolved or the person so appointed
shall act as Independent Counsel under Section 6(b) hereof. The Company shall pay any and
all reasonable fees and expenses of Independent Counsel incurred by such Independent



5









 







Counsel in
connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all
reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of
the manner in which such Independent Counsel was selected or appointed.




     (d) In making a determination with respect to entitlement to indemnification hereunder,
the person, persons or entity making such determination shall presume that Indemnitee is
entitled to indemnification under this Agreement if Indemnitee has submitted a request for
indemnification in accordance with Section 6(a) of this Agreement. Anyone seeking to
overcome this presumption shall have the burden of proof and the burden of persuasion, by
clear and convincing evidence.




     (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is
based on the records or books of account of the Enterprise, including financial statements,
or on information supplied to Indemnitee by the officers of the Enterprise in the course of
their duties, or on the advice of legal counsel for the Enterprise or on information or
records given or reports made to the Enterprise by an independent certified public
accountant or by an appraiser or other expert selected with reasonable care by the
Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director,
officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes
of determining the right to indemnification under this Agreement. Whether or not the
foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed
that Indemnitee has at all times acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Company. Anyone seeking to overcome
this presumption shall have the burden of proof and the burden of persuasion, by clear and
convincing evidence.




     (f) If the person, persons or entity empowered or selected under Section 6 to determine
whether Indemnitee is entitled to indemnification shall not have made a determination within
thirty (30) days after receipt by the Company of the request therefor, the requisite
determination of entitlement to indemnification shall be deemed to have been made and
Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by
Indemnitee of a material fact, or an omission of a material fact necessary to make
Indemnitee’s statement not materially misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification under applicable law;
provided, however, that such thirty (30) day period may be extended for a reasonable time,
not to exceed an additional fifteen (15) days, if the person, persons or entity making the
determination with respect to entitlement to indemnification in good faith requires such
additional time for obtaining or evaluating documentation and/or information relating
thereto; and provided, further, that the foregoing provisions of this Section 6(f) shall not
apply if the determination of entitlement to indemnification is to be made by the
shareholders pursuant to Section 6(b) of this Agreement and if (A) within fifteen (15) days
after receipt by the Company of the request for such determination the Board of Directors or
the Disinterested Directors, if appropriate, resolve to submit such determination to the
shareholders for their consideration at an annual meeting thereof to be held within
seventy-five (75) days after such receipt and such determination is made thereat, or (B) a
special meeting of shareholders is called within fifteen (15) days after such receipt for
the purpose of making such determination, such meeting is held for such



6









 







purpose within sixty (60) days after having been so called and such determination is
made thereat.




     (g) Indemnitee shall cooperate with the person, persons or entity making such
determination with respect to 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 Indemnitee and reasonably necessary to such
determination. Any Independent Counsel, member of the Board of Directors, or shareholder of
the Company shall act reasonably and in good faith in making a determination under the
Agreement of the Indemnitee’s entitlement to indemnification. Any costs or expenses
(including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with
the person, persons or entity making such determination shall be borne by the Company
(irrespective of the determination as to Indemnitee’s entitlement to indemnification) and
the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.




     (h) 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.



     7. Remedies of Indemnitee.




     (a) In the event that (i) a determination is made pursuant to Section 6 of this
Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii)
advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no
determination of entitlement to indemnification shall have been made pursuant to Section
6(b) of this Agreement within ninety (90) days after receipt by the Company of the request
for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement
within ten (10) days after receipt by the Company of a written request therefor, or (v)
payment of indemnification is not made within ten (10) days after a determination has been
made that Indemnitee is entitled to indemnification or such determination is deemed to have
been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an
adjudication in an appropriate court of the State of Illinois or the State of Georgia, or in
any other court of competent jurisdiction, of Indemnitee’s entitlement to such
indemnification. Indemnitee shall commence such proceeding seeking an adjudication within
one hundred eighty (180) days following the date on which Indemnitee first has the right to
commence such proceeding pursuant to this Section 7(a). The Company shall not oppose
Indemnitee’s right to seek any such adjudication.



7









 






     (b) In the event that a determination shall have been made pursuant to Section 6(b) of
this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding
commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial
on the merits and Indemnitee shall not be prejudiced by reason of such adverse determination
under Section 6(b).




     (c) If a determination shall have been made pursuant to Section 6(b) of this Agreement
that Indemnitee is entitled to indemnification, the Company shall be bound by such
determination in any judicial proceeding commenced pursuant to this Section 7, absent a
prohibition of such indemnification under applicable law.




     (d) In the event that Indemnitee, pursuant to this Section 7, seeks a judicial
adjudication of Indemnitee’s rights under, or to recover damages for breach of, this
Agreement, or to recover under any directors’ and officers’ liability insurance policies
maintained by the Company, the Company shall pay on Indemnitee’s behalf, in advance, any and
all expenses (of the types described in the definition of Expenses in Section 13 of this
Agreement) actually and reasonably incurred by Indemnitee in such judicial adjudication,
regardless of whether Indemnitee ultimately is determined to be entitled to such
indemnification, advancement of expenses or insurance recovery.




     (e) The Company shall be precluded from asserting in any judicial proceeding commenced
pursuant to this Section 7 that the procedures and presumptions of this Agreement are not
valid, binding and enforceable and shall stipulate in any such court that the Company is
bound by all the provisions of this Agreement.



     8. Non-Exclusivity; Survival of Rights; Insurance; Subrogation.




     (a) The rights of indemnification as provided by this Agreement shall not be deemed
exclusive of any other rights to which Indemnitee may at any time be entitled under
applicable law, the Articles of Incorporation of the Company, the Bylaws, any agreement, a
vote of shareholders or a resolution of directors, or otherwise. No amendment, alteration
or repeal of this Agreement or of any provision hereof shall limit or restrict any right of
Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee
in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the
extent that a change in the IBCA in Illinois or the GBCC in Georgia, whether by statute or
judicial decision, permits greater indemnification than would be afforded currently under
the Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall
enjoy by this Agreement the greater benefits so afforded by such change No right or remedy
herein conferred is intended to be exclusive of any other right or remedy, and every other
right and remedy shall be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other right or remedy.




     (b) To the extent that the Company maintains an insurance policy or policies providing
liability insurance for directors, officers, employees, or agents or fiduciaries of



8









 







the Company or of any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise which such person serves at the request of the Company,
Indemnitee shall be covered by such policy or policies in accordance with its or their terms
to the maximum extent of the coverage available for any such director, officer, employee or
agent under such policy or policies.




     (c) In the event of any payment under this Agreement, the Company shall be subrogated
to the extent of such payment to all of the rights of recovery of 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 Company to bring suit to enforce
such rights.




     (d) The Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise
actually received such payment under any insurance policy, contract, agreement or otherwise.



     9. Exception to Right of Indemnification. Notwithstanding any other provision of this
Agreement, Indemnitee shall not be entitled to indemnification under this Agreement with respect to
any Proceeding brought by Indemnitee, or any claim therein, unless (a) the bringing of such
Proceeding or making of such claim shall have been approved by the Board of Directors of the
Company or (b) such Proceeding is being brought by the Indemnitee to assert, interpret or enforce
Indemnitee’s rights under this Agreement.



     10. Duration of Agreement. All agreements and obligations of the Company contained
herein shall continue during the period Indemnitee is an officer or director of the Company (or is
or was serving at the request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter
so long as Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section
7 hereof) by reason of Indemnitee’s Corporate Status, whether or not he is acting or serving in any
such capacity at the time any liability or expense is incurred for which indemnification can be
provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of
and be enforceable by the parties hereto and their respective successors (including any direct or
indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of
the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal
representatives. This Agreement shall continue in effect regardless of whether Indemnitee
continues to serve as an officer or director of the Company or any other Enterprise at the
Company’s request.



     11. Security. To the extent requested by the Indemnitee and approved by the Board of
Directors of the Company, the Company may at any time and from time to time provide security to the
Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit,
funded trust or other collateral. Any such security, once provided to the Indemnitee, may not be
revoked or released without the prior written consent of the Indemnitee.



9









 





     12. Enforcement.




     (a) The Company expressly confirms and agrees that it has entered into this Agreement
and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or
continue to serve as an officer or director of the Company, and the Company acknowledges
that Indemnitee is relying upon this Agreement in serving as an officer or director of the
Company.




     (b) This Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and understandings,
oral, written and implied, between the parties hereto with respect to the subject matter
hereof.



     13. Definitions. For purposes of this Agreement:




     (a) “Corporate Status” describes the status of a person who is or was a
director, officer, employee, agent or fiduciary of the Company or of any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise that such
person is or was serving at the express written request of the Company.




     (b) “Disinterested Director” means a director of the Company who is not and was
not a party to the Proceeding in respect of which Indemnitee seeks indemnification.




     (c) “Enterprise” shall mean the Company and any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise for which Indemnitee is or
was serving at the express written request of the Company as a director, officer, employee,
agent or fiduciary.




     (d) “Expenses” shall include all reasonable attorneys’ fees, retainers, court
costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees, and all other
disbursements or expenses of the types customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, participating, or being or
preparing to be a witness in a Proceeding.




     (e) “Independent Counsel” means a law firm, or a member of a law firm, that is
experienced in matters of corporation law and neither presently is, nor in the past five
years has been, retained to represent: (i) the Company or Indemnitee in any matter material
to either such party (other than with respect to matters concerning the Indemnitee under
this Agreement, or of other indemnitees under similar indemnification agreements), 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 Company or Indemnitee in an action to
determine Indemnitee’s rights under this Agreement. The Company agrees to pay the
reasonable fees of the Independent Counsel referred to above and to fully indemnify such
counsel against any and all



10









 







Expenses, claims, liabilities and damages arising out of or relating to this Agreement
or its engagement pursuant hereto.




     (f) “Proceeding” includes any threatened, pending or completed action, suit,
arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative
hearing or any other actual, threatened or completed proceeding, whether brought by or in
the right of the Company or otherwise and whether civil, criminal, administrative or
investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by
reason of the fact that Indemnitee is or was an officer or director of the Company, by
reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while
acting as an officer or director of the Company, or by reason of the fact that Indemnitee is
or was serving at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other Enterprise; in each case
whether or not Indemnitee is acting or serving in any such capacity at the time any
liability or expense is incurred for which indemnification can be provided under this
Agreement, including one pending on or before the date of this Agreement, and excluding one
initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce Indemnitee’s
rights under this Agreement.



     14. Severability. If any provision or provisions of this Agreement shall be held by a
court of competent jurisdiction to be invalid, void, illegal or otherwise unenforceable for any
reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of
this Agreement (including without limitation, each portion of any section of this Agreement
containing any such provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall
remain enforceable to the fullest extent permitted by law; and (b) to the fullest extent possible,
the provisions of this Agreement (including, without limitation, each portion of any section of
this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is
not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent
manifested thereby.



     15. Modification and Waiver. No supplement, modification, termination 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 provisions hereof (whether or not similar) nor shall such waiver constitute a continuing
waiver.



     16. Notice By Indemnitee. Indemnitee agrees to promptly notify the Company in writing
upon being served with any summons, citation, subpoena, complaint, indictment, information or other
document relating to any Proceeding or matter which may be subject to indemnification covered
hereunder. The failure to so notify the Company shall not relieve the Company of any obligation
that it may have to the Indemnitee under this Agreement or otherwise unless and only to the extent
that such failure or delay materially prejudices the Company.



     17. Notices. All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been duly given if (i) delivered by hand and



11









 




received by the party to whom said notice or other communication shall have been directed, or
(ii) mailed by certified or registered mail with postage prepaid, on the third business day after
the date on which it is so mailed:





     (a) If to Indemnitee, to the address set forth below the Indemnitee’s signature hereon.




     (b) If to the Company, to:


GeoVax Labs Inc.

1256 Briarcliff Road

Atlanta, GA 30306

Attn: Don Hildebrand



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




     18. Identical Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original but all of which
together shall constitute one and the same Agreement. Only one such counterpart signed by the
party against whom enforceability is sought needs to be produced to evidence the existence of this
Agreement.



     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. Governing Law. The parties hereto agree that this Agreement shall be governed by,
and construed and enforced in accordance with, the laws of the State of Illinois and the State of
Georgia respectively dependent upon corporate jurisdiction without application of the conflict of
laws principles thereof.



     21. Gender. Use of the masculine pronoun shall be deemed to include usage of the
feminine pronoun where appropriate.



     22. Indemnification of Educational Institution. If (i) Indemnitee is or was
affiliated with one or more educational institutions that has invested in the Company (each an
“Educational Institution”), (ii) an Educational Institution is, or is threatened to be made, a
party to or a participant in any Proceeding and (iii) the Educational Institution’s involvement in
the Proceeding is solely and directly related to Indemnitee’s service to the Company as a director
or officer of the Company, then the Educational Institution shall be entitled to all of the
indemnification rights and remedies under this Agreement to the same extent as Indemnitee.



12









 





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



	 	 	 	 	 
	 	COMPANY:



GeoVax Labs, Inc.

 	 
	 	By:  	 	 
	 	 	Printed Name:  	 Don Hildebrand 	 
	 	 	Its:  President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	INDEMNITEE:

 	 
	 	Signature:	 	 
	 	Printed Name:  	  	 
	 	Address:  	  	 
	 	 	 
	 	 	 



13









 







	 	 	 	 	 


The following officers and directors have entered into an Indmenification Agreement with
GeoVax Labs, Inc. and GeoVax, Inc., effective as of October 1, 2006:





	 	•	 	Jack Spencer
	 
	 	•	 	Dean Kollintzas
	 
	 	•	 	Robert McNally
	 
	 	•	 	Mark Reynolds
	 
	 	•	 	Donald Hildebrand






14