truebluedoindemnificatio






                                  TRUEBLUE, INC.                                                                                INDEMNIFICATION                                      AGREEMENT             This Agreement is made as of the ____ day of _______, 2020 by and between TRUEBLUE,  INC., a Washington corporation (the "Company"), and _____________________ ("Indemnitee").                                                                                                                                  RECITALS    A.     The Company desires to attract and retain qualified directors and officers, and to provide them  with protection against liability and expenses incurred while acting in that capacity;    B.     The Company recognizes that competent and experienced persons are increasingly reluctant to  serve or to continue to serve as directors or officers of corporations unless they are protected by  comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs  and risks resulting from their service to such corporations, and due to the fact  that the exposure  frequently bears no reasonable relationship to the compensation of such directors and officers;    C.     The Company’s articles of incorporation (the "Articles of Incorporation") and its bylaws (the  "Bylaws") contain provisions for indemnifying directors and officers of the Company requiring the  Company to indemnify the directors and officers to the fullest extent provided by the Title 23B of the  Revised Code of Washington (the "Washington Business Corporation Act"). The Washington Business  Corporation Act contemplates that separate contracts may be entered into between a company and its  directors and officers with respect to their indemnification and the Company’s Bylaws provide that the  company may enter into such contracts by the Company;     D.     The Company and Indemnitee recognize that plaintiffs often seek damages in such large amounts  and the costs of litigation may be so enormous (whether or not the case is meritorious), that the defense  and/or settlement of such litigation is often beyond the personal resources of directors and officers;   E.    The Company believes that it is unfair for its directors and officers to assume the risk of huge  judgments and other expenses which may occur in cases in which the director or officer received no  personal profit and in cases where the director or officer was not culpable;   F.    Sections 23b.08.500-603 of the Washington Business Corporation Act, empower the Company to  indemnify its officers, directors, employees and agents and to indemnify persons who serve, at the request  of the Company, as the directors, officers, employees or agents of other corporations or enterprises;   G.     Section 23B.08.320 of the Washington Business Corporation Act allows a corporation to include  in its articles of incorporation a provision limiting or eliminating the personal liability of a director for  monetary damages in respect of claims by shareholders and a corporation for conduct as a director, and  the Company has so provided in its Articles of Incorporation that each Director shall be exculpated from  such liability to the maximum extent permitted by law; 





 






H.     The Board of Directors has determined that contractual indemnification as set forth herein is not  only reasonable and prudent but also promotes the best interests of the Company and its stockholders and  has approved the Company indemnity agreements substantially in the form of this Agreement for  directors and certain officers of the Company;    I.    The Company desires and has requested Indemnitee to serve or continue to serve as a director or  officer of the Company free from undue concern for unwarranted claims for damages arising out of or  related to such services to the Company; and   J.     Indemnitee is willing to serve, continue to serve or to provide additional service for or on behalf  of the Corporation on the condition that he or she is furnished the indemnity provided for herein.            NOW, THEREFORE, in consideration of the promises, conditions, representations and  warranties set forth herein, including the Indemnitee’s continued service to the Company, the Company  and Indemnitee hereby agree as follows:           1.    Definitions.  The following terms, as used herein, shall have the following respective  meanings; other terms not specifically defined herein have the meanings provided in the Washington  Business Corporation Act, as hereafter defined, or the Articles of Incorporation or Bylaws:     "Covered Amount" means all losses, claims, damages, liabilities, expenses (including attorneys'  fees), judgments, fines, ERISA excise taxes or penalties, amounts paid in settlement (if such settlement is  approved in advance by the Company, which approval shall not be unreasonably withheld) actually and  reasonably incurred by Indemnitee in connection with a Proceeding if Indemnitee acted in good faith and  in a manner Indemnitee reasonably believed to be in, or at least not opposed to, the best interests of the  Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe  Indemnitee's conduct was unlawful.           “final judgment” or “finally adjudged” shall mean that a court having jurisdiction has issued a  decision, order or judgment that disposes of the action and such action is not subject to appeal.             "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether  civil, criminal, administrative, or investigative, whether formal or informal, in which Indemnitee is, was  or becomes involved as a party or otherwise, by reason of the fact that Indemnitee is or was a director,  officer, employee or agent of the Company or that, being or having been such a director, officer,  employee or agent, Indemnitee is or was serving at the request of the Company as a director, officer,  employee or agent of another corporation or of a limited liability company, partnership, joint venture,  trust or other form of entity or enterprise, including service with respect to an employee benefit plan or  other Company sponsored plan or program, whether the basis of such proceeding is alleged action (or  inaction) by Indemnitee in an official capacity as a director, officer, employee or agent or in any other  capacity while serving as a director, officer, employee or agent; provided, however, that, except with  respect to an action to enforce the provisions of this Agreement, Proceeding shall not include any action,  suit, claim or proceeding instituted by or at the direction of Indemnitee unless such action, suit, claim or  proceeding is or was authorized by the Company's board of directors or an executive officer of the  Company.                           2.    Indemnification.                                                2 





 






         (a)   Scope.  The Company agrees to hold harmless and indemnify Indemnitee to the fullest  extent permitted by law, notwithstanding that such indemnification is not specifically authorized by this  Agreement, the Articles of Incorporation, the Bylaws, the Washington Business Corporation Act or  otherwise.  The Company and Indemnitee acknowledge that the Company’s Articles of Incorporation  allow for indemnification to the fullest extent provided by law, specifically pursuant to Section  23B.08.560 which provides for indemnification without regard to the limitations in Sections 23B.08.510- 550, but subject to the limitations in Section 23B.08.560(1)(a)-(e).  In the event of any change, after the  date of this Agreement, in any applicable law, statute or rule regarding the right of a Washington  corporation to indemnify a member of its board of directors or an officer, such changes, to the extent that  they would expand Indemnitee's rights hereunder, shall be within the purview of Indemnitee's rights and  the Company's obligations hereunder, and, to the extent that they would narrow Indemnitee's rights  hereunder, shall be excluded from this Agreement; provided, however, that any change that is required by  applicable laws, statutes or rules to be applied to this Agreement shall be so applied regardless of whether  the effect of such change is to narrow Indemnitee's rights hereunder.                  (b)   Additional Indemnification.  If Indemnitee was or is made a party, or is threatened to be  made a party, to or is otherwise involved (including, without limitation, as a witness) in any Proceeding,  the Company shall hold harmless and indemnify Indemnitee from and against any and all Covered  Amounts.                  (c)   Partial Indemnification.  If Indemnitee is entitled under any provision of this  Agreement to indemnification by the Company for some or a portion of the covered amount and  reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any proceeding  but not, however, for the total amount thereof, the Company shall nevertheless indemnify  Indemnitee for the portion of such covered amount which Indemnitee is entitled.                (d)    Determination of Entitlement.  In the event that a determination of Indemnitee's  entitlement to indemnification or advancement of expenses is required pursuant to the provisions in  Section 23B.08.560 by reference to the procedures in Section 23B.08.550 of the Washington Business  Corporation Act or any successor thereto or pursuant to other applicable law, the appropriate decision- maker shall make such determination; provided, however, that Indemnitee shall initially be presumed in  all cases to be entitled to indemnification, unless the Company shall deliver to Indemnitee written notice  of a determination that Indemnitee is not entitled to indemnification within sixty (60) calendar days of the  final disposition of the Proceeding under which such Indemnitee is seeking indemnification, such  determination shall conclusively be deemed to have been made in favor of the Company's provision of  indemnification and the Company hereby agrees not to assert otherwise.  To the extent the provisions of  this Agreement with respect to such determinations and procedures are inconsistent with the Bylaws the  provisions in this Agreement shall govern.                   (e)   Survival.   The indemnification provided under this Agreement shall apply to any and all  Proceedings, notwithstanding that Indemnitee has ceased to be a director, officer, employee or agent of  the Company.                  (f)   Contribution.  In order to provide for just and equitable contribution in circumstances in  which the indemnification provided for herein is held by a court of competent jurisdiction to be  unavailable to Indemnitee in whole or in part, it is agreed that, in such event, the Company shall, to the  fullest extent permitted by law, contribute to the payment of Indemnitee’s costs, charges and expenses                                              3 





 






(including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action,  suit or proceeding, whether civil, criminal, administrative or investigative, in an amount that is just and  equitable in the circumstances, taking into account, among other things, contributions by other directors  and officers of the Company or others pursuant to indemnification agreements or otherwise.           3.    Notification and Defense of Claim.                  (a)   Notification. Promptly after receipt by Indemnitee of notice of the commencement of any  Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company under this  Agreement, notify the Company in writing of the commencement thereof; but the omission to notify the  Company will not relieve the Company from any liability which it may have to Indemnitee under this  Agreement unless and only to the extent that such omission can be shown to have prejudiced the  Company's ability to defend the Proceeding.           (b)   Defense of Claim. With respect to any such Proceeding as to which Indemnitee notifies  the Company of the commencement thereof:                 (i)    The Company may participate therein at its own expense;                              (ii)   The Company, jointly with any other indemnifying party similarly notified, may  assume the defense thereof, with counsel satisfactory to Indemnitee (Indemnitee’s consent to such counsel  may not be unreasonably withheld).  After notice from the Company to Indemnitee of its election to  assume the defense thereof, the Company shall not be liable to Indemnitee under this Agreement for any  legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof  unless (A) the employment of counsel by Indemnitee has been authorized by the Company, (B)  Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company  and Indemnitee in the conduct of the defense of such action, or (C) the Company shall not in fact have  employed counsel to assume the defense of such action, in each of which cases the fees and expenses of  counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense  of any action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall  have made the conclusion provided for in 3(b)(ii)(B) above;                              (iii)  The Company shall not be liable to indemnify Indemnitee under this Agreement  for any amounts paid in settlement of any proceeding effected without its written consent;                               (iv)   The Company shall not settle any action or claim in any manner which would  impose any penalty or limitation on Indemnitee without Indemnitee's written consent; and                              (v)    Neither the Company nor Indemnitee will unreasonably withhold its, his or her  consent to any proposed settlement.          (c)    Notice to Insurers. If, at the time of the receipt of a notice of a claim pursuant to Section  3(a) hereof, the Company has director and officer liability insurance in effect, the Company shall give  prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures  set forth in the respective policies.  The Company shall thereafter take all necessary or desirable action to  cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such  proceeding in accordance with the terms of such policies.           4.    Expense Advances.                                              4 





 






         (a)   Expense Advances. The right to indemnification of Covered Amounts conferred hereby  shall include the right to have the Company pay Indemnitee's expenses in any Proceeding as such  expenses are incurred and in advance of such Proceeding's final disposition (such right is referred to  hereinafter as an "Expense Advance"). Any Expense Advance to be made under this Agreement shall be  paid by the Company to Indemnitee within twenty (20) calendar days following delivery of a written  request therefor by Indemnitee to the Company.                  (b)   Conditions to Expense Advance. The Company's obligation to provide an Expense  Advance is subject to the following conditions:                         (i)    Indemnitee shall submit to the Company a written undertaking, constituting an  unlimited general obligation of the Indemnitee, to repay any and all of the Expense Advance if it is  ultimately determined that the Indemnitee did not meet the required standard of conduct;                               (ii)   Indemnitee shall submit to the Company a written affirmation of the  Indemnitee’s good faith belief that the Indemnitee has met the standard of conduct required to be eligible  for indemnification; and                              (iii)  Indemnitee shall give the Company such information and cooperation as it may  reasonably request and as shall be within Indemnitee's power.           5.    Enforcement.           (a)   Enforcement.  In the event that a claim for indemnification, an Expense Advance or  otherwise is made hereunder and is not paid within sixty (60) calendar days of the final disposition of the  Proceeding under which an Indemnitee is seeking indemnification (twenty days for an Expense Advance),  provided that written notice of such final disposition is promptly delivered to the Company, Indemnitee  may, but need not, at any time thereafter bring suit against the Company to recover the unpaid amount of  the claim (an "Enforcement Action").           (b)   Presumptions in Enforcement Action.  In any Enforcement Action the following  presumptions (and limitation on presumptions) shall apply:                 (i)    The Company shall conclusively be presumed to have entered into this  Agreement and assumed the obligations imposed on it hereunder in order to induce Indemnitee to become  or continue as an officer and/or director, as the case may be, of the Company;                               (ii)   Neither (i) the failure of the Company (including the Company's board of  directors, independent or special legal counsel or the Company's shareholders) to have made a  determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee  is proper in the circumstances nor (ii) an actual determination by the Company, its board of directors,  independent or special legal counsel or shareholders that Indemnitee is not entitled to indemnification  shall preclude the bringing of an Enforcement Action; and                              (iii)  If Indemnitee is or was serving as a director, officer, employee or agent of a  corporation of which a majority of the shares entitled to vote in the election of its directors is held by the  Company or in an executive or management capacity in a partnership, joint venture, trust or other  enterprise of which the Company or a wholly-owned subsidiary of the Company is a general partner or                                              5 





 






has a majority ownership, then Indemnitee shall conclusively be deemed to be serving such entity at the  request of the Company.           (c)   Attorneys' Fees and Expenses for Enforcement Action. In the event Indemnitee is  required to bring an Enforcement Action, the Company shall indemnify and hold harmless Indemnitee  against all of Indemnitee's fees and expenses in bringing and pursuing the Enforcement Action (including  attorneys' fees at any stage, including on appeal); provided, however, that the Company shall not be  required to provide such indemnification for such attorneys' fees or expenses if it is finally adjudicated  that each of the material assertions made by Indemnitee in such Enforcement Action was not made in  good faith or was frivolous or that the Company prevails in an enforcement action.           6.    Limitations on Indemnification; Mutual Acknowledgment.           (a)   Limitation on Indemnification. No indemnification pursuant to this Agreement shall be  provided by the Company:                 (i)    On account of any suit in which a final judgment is rendered against Indemnitee  for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company in  violation of the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments  thereto;                              (ii)   For Covered Amounts that have been paid directly to Indemnitee by an insurance  carrier under a policy of officers' and directors' liability insurance maintained by the Company;                              (iii)  On account of Indemnitee's conduct which is finally adjudged to have been  intentional misconduct, a knowing violation of law or a violation of RCW 23B.08.310 or any successor  provision of the Washington Business Corporation Act, or a transaction from which Indemnitee derived  benefit in money, property or services to which Indemnitee is not legally entitled, unless and only to the  extent that a court shall in a final judgment determine upon application that, despite the adjudication of  liability but in view of all the circumstances for the case, the Indemnitee is fairly and reasonably entitled  to indemnity for such amounts which the court shall deem proper; or                              (iv)   If a final judgment by a court having jurisdiction in the matter shall determine  that such indemnification is not lawful.           (b)   Mutual Acknowledgment. The Company and Indemnitee acknowledge that, in certain  instances, federal law or public policy may override applicable state law and prohibit the Company from  indemnifying Indemnitee under this Agreement or otherwise. For example, the Company and Indemnitee  acknowledge that the Securities and Exchange Commission (the "SEC") has taken the position that  indemnification is not permissible for liabilities arising under certain federal securities laws, and federal  legislation prohibits indemnification for certain ERISA violations.  Furthermore, Indemnitee understands  and acknowledges that the Company has undertaken or may be required in the future to undertake with  the SEC to submit the question of indemnification to a court in certain circumstances for a determination  of the Company's right under public policy to indemnify Indemnitee.           7.    D&O Insurance.                    (a)   The Company hereby covenants and agrees that, so long as Indemnitee shall continue to  serve as an officer or director of the Company and thereafter so long as Indemnitee shall be subject to any                                              6 





 






Proceeding, the Company shall maintain in full force and effect a policy or policies of insurance with  reputable insurance companies providing the officers and directors of the Company with coverage for  losses from wrongful acts.  In all policies of director and officer liability insurance, Indemnitee shall be  named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are  accorded to the most favorably insured of the Company's directors, if Indemnitee is a director, or of the  Company's officers, if Indemnitee is not a director of the Company but is an officer.  Notwithstanding the  foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company’s  board of directors determines in good faith that such insurance is not reasonably available, if the premium  costs for such insurance are disproportionate to the amount of coverage provided, if the coverage  provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if  Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company;  provided however that such decision shall not adversely affect coverage of director and officer liability  insurance for periods prior to such decision without the unanimous vote of all directors.                  (b)   In the event of any payment by the Company under this Agreement, the Company shall  be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to  any insurance policy, 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 in accordance with the terms of such insurance policy. The Company shall pay or  reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such  subrogation.           8.    Rights Not Exclusive.  The rights provided hereunder shall not be deemed exclusive by  any other rights to which the Indemnitee may be entitled under the Washington Business Corporation  Act, Articles of Incorporation, Bylaws or any agreement, vote of shareholders or of disinterested directors  or otherwise, both as to action in Indemnitee’s official capacity and as to action in any other capacity by  holding such office, and shall continue after the Indemnitee ceases to serve the Company as a Indemnitee.           9.    Notices.  Any notice, demand or request required or permitted to be given under this  Agreement shall be in writing and shall be deemed given when actually received (either through delivery  in person or by telex or facsimile transmission) or two business days after being deposited in the U.S.  mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified.           10    No Employment Rights.  Nothing contained in this Agreement is intended to create in  Indemnitee any right to continued or future employment.           11.   Severability.  In the event that any provision of this Agreement is determined by a court  to require the Company to do or to fail to do an act which is in violation of the Washington Business  Corporation Act or other applicable law, such provision shall be limited or modified in its application to  the minimum extent necessary to avoid a violation of law, and, as so limited or modified, such provision  and the balance of this Agreement shall be enforceable in accordance with their terms.           12.   Choice of Law.  This Agreement shall be governed by and construed and enforced in  accordance with the laws of the State of Washington.           13.   Consent to Jurisdiction.  The Company and the Indemnitee each hereby irrevocably  consent to the jurisdiction of the state and federal courts located in King County, Washington for all  purposes in connection with any action or proceeding which arises out of or relates to this Agreement.                                                7 





 






      14.    Entire Agreement; Enforcement of Rights.  This Agreement sets forth the entire  agreement and understanding of the parties relating to the subject matter herein, replaces any prior  Indemnification Agreement between the parties and merges all prior discussions between them. No  modification, amendment or termination of this Agreement, nor any waiver of any rights under this  Agreement, shall be effective unless in writing signed by the parties to this Agreement. The failure by  either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of  such party.          15     Counterparts.  This Agreement may be executed in two or more counterparts, each of  which shall be deemed an original and all of which together shall constitute one instrument.           16.   Successor and Assigns.  This Agreement shall be (i) binding upon all successors and  assigns of the Company (including any transferee of all or substantially all of its assets and any successor  by merger or otherwise by operation of law) and (ii) shall be binding on and inure to the benefit of the  heirs, personal representatives and estate of Indemnitee.           17.   Amendment.  No amendment, modification, termination or cancellation of this  Agreement shall be effective unless made in a writing signed by each of the parties hereto.           18.   Effective Time.  This Agreement shall, in the case of a Director, be deemed effective and  relate back to the date of first election of the Director to the Board of Directors of the Company.  In the  case of an Officer, this Agreement relates back to the first appointment of such Officer by the Company.            IN WITNESS WHEREOF, the Company and Indemnitee have executed this Agreement as of the  day and year first above written.                                           TRUEBLUE, INC.                                                                                  By:                                                                                                                                            Title:                                                                                                                             INDEMNITEE                                                                                  By:                                              Indemnitee                                                   8