**EXHIBIT 10.24**

**FORM OF INDEMNITY AGREEMENT**

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This AGREEMENT is madeand entered into as of the      day of           ,200  , by and between Houston Wire & Cable Company, a Delawarecorporation (the “Company”), and                          (the “Indemnitee”).

 

WHEREAS, Indemniteeserves as a member of the Board of Directors of the Company (the “Board”); 

 

WHEREAS, in accordancewith Delaware law and the Company’s charter and bylaws, the Board is authorizedand directed to undertake certain responsibilities on behalf of the Company andits stockholders; and

 

WHEREAS, the Companybelieves that Indemnitee’s undertaking of such responsibilities is important tothe Company and that the protection afforded by this Agreement will enhanceIndemnitee’s ability to discharge such responsibilities;

 

NOW, THEREFORE, inconsideration of the premises and of Indemnitee’s agreement to provide servicesto the Company as a member of its Board and, if applicable, as a member of oneor more committees established by the Board, and intending to be legally boundhereby, the parties hereto agree as follows:

 

1.             Certain Definitions:

 

(a)           Change in Control:  shall be deemed to have occurred if,subsequent to the date of this agreement (i) any “person” (as such term isused in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,as amended), other than (a) a trustee or other fiduciary holding securitiesunder an employee benefit plan of the Company or any wholly-owned subsidiary or(b) a corporation owned directly or indirectly by the stockholders of theCompany in substantially the same proportions as their ownership of stock ofthe Company, is or becomes the “beneficial owner” (as defined inRule 13d-3 under said Act), directly or indirectly, of securities of theCompany representing 20% or more of the total voting power represented by theCompany’s then outstanding Voting Securities (other than any such person or anyaffiliate thereof that is such a 20% beneficial owner as of the date hereof),or (ii) during any period of two consecutive years, individuals who at thebeginning of such period constitute the Board and any new director whoseelection by the Board or nomination for election by the Company’s stockholderswas approved by a vote of at least two-thirds (2/3) of the directors then stillin office who either were directors at the beginning of the period or whoseelection or nomination for election was previously so approved, cease for anyreason to constitute a majority thereof, or (iii) the stockholders of theCompany approve a merger or consolidation of the Company with any othercorporation, other than a merger or consolidation which would result in theVoting Securities of the Company outstanding immediately prior theretocontinuing to represent (either by remaining outstanding or by being convertedinto Voting Securities of the surviving entity) at least 80% of the totalvoting power represented by the Voting Securities of the Company or suchsurviving entity outstanding immediately after such merger or consolidation, or(iv) the stockholders of the Company approve a plan of complete liquidation ofthe Company or an agreement for the sale or disposition by the Company of (inone transaction or a series of transactions) all or substantially all theCompany’s assets.

 

(b)           Claim:  any threatened, pending or completed action,suit or proceeding (including any mediation, arbitration or other alternativedispute resolution proceeding), and any appeals relating thereto, whetherinstituted by or in the right of the Company or by any other party, or anyinquiry or investigation that Indemnitee in good faith believes might lead tothe institution of any such action, suit or proceeding, whether civil(including intentional and unintentional tort claims), criminal,administrative, investigative or other.

 

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(c)           Expenses:  include attorneys’ fees and all other costs,expenses and obligations reasonably paid or incurred in connection withinvestigating, defending, being a witness in or participating in (including onappeal), or preparing to defend, be a witness in or participate in any Claimrelating to any Indemnifiable Event.

 

(d)           Indemnifiable Event:  any event or occurrence related to the factthat Indemnitee is or was serving as a member of the Board or any committeethereof, or taking any action or doing anything under the authority anddirection set forth in, or otherwise contemplated by Delaware law, theCompany’s charter or bylaws or any resolution or other directive adopted orauthorized by the Board.

 

(e)           Independent Legal Counsel:  an attorney or firm of attorneys, selected inaccordance with the provisions of Section 3, who shall not have otherwiseperformed services for the Company or Indemnitee within the last five years(other than with respect to matters concerning the rights of Indemnitee underthis Agreement, or of other indemnitees under similar indemnity agreements).

 

(f)            Reviewing Party:  any appropriate person or body consisting ofa member or members of the Board or any other person or body appointed by theBoard who is not a party to the particular Claim for which Indemnitee isseeking indemnification, or Independent Legal Counsel.  

 

(g)           Voting Securities:  any securities of the Company which votegenerally in the election of directors.

 

2.             Basic Indemnification Arrangement.

 

(a)           In the event Indemnitee was, is orbecomes a party to or witness or other participant in, or is threatened to bemade a party to or witness or other participant in, a Claim by reason of (orarising in part out of) an Indemnifiable Event, the Company shall indemnifyIndemnitee to the fullest extent permitted by law as soon as practicable but inany event no later than thirty days after written demand is presented to theCompany, against any and all Expenses, judgments, fines, penalties and amountspaid in settlement (including all interest, assessments and other charges paidor payable in connection with or in respect of such Expenses, judgments, fines,penalties or amounts paid in settlement) of such Claim.  If so requested by Indemnitee, the Companyshall advance (within ten business days of such request) any and all Expensesto Indemnitee (an “Expense Advance”).

 

(b)           Notwithstandingthe foregoing, (i) the obligations of the Company under Section 2(a)shall be subject to the condition that the Reviewing Party shall not havedetermined (in a written opinion, in any case in which the Independent LegalCounsel referred to in Section 3 hereof is involved) that Indemnitee wouldnot be permitted to be indemnified under applicable law, and (ii) the obligationof the Company to make an Expense Advance pursuant to Section 2(a) shallbe subject to the condition that, if, when and to the extent that the ReviewingParty determines that Indemnitee would not be permitted to be so indemnifiedunder applicable law, the Company shall be entitled to be reimbursed byIndemnitee (who hereby agrees to reimburse the Company) for all such amountstheretofore paid; provided, however, that if Indemnitee has commenced orthereafter commences legal proceedings in a court of competent jurisdiction tosecure a determination that Indemnitee should be indemnified under applicablelaw, any determination made by the Reviewing Party that Indemnitee would not bepermitted to be indemnified under applicable law shall not be binding andIndemnitee shall not be required to reimburse the Company for any ExpenseAdvance until a final judicial determination is made with respect thereto (asto which all rights of appeal therefrom have been exhausted or lapsed).  If there has not been a Change in Control,the Reviewing Party shall be selected by the Board, and if there has been sucha Change in Control (other than a Change in Control which has been approved bya majority of the Board who were directors immediately prior to such Change inControl), the

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Reviewing Party shall bethe Independent Legal Counsel referred to in Section 3 hereof.  If there has been no determination by theReviewing Party or if the Reviewing Party determines that Indemniteesubstantively would not be permitted to be indemnified in whole or in partunder applicable law, Indemnitee shall have the right to commence litigation inany court in the State of Texas or Delaware having subject matter jurisdictionthereof and in which venue is proper seeking an initial determination by thecourt or challenging any such determination by the Reviewing Party or anyaspect thereof, including the legal or factual bases therefor, and the Companyhereby consents to service of process and to appear in any such proceeding.  Any determination by the Reviewing Partyotherwise shall be conclusive and binding on the Company and Indemnitee.

 

3.             Change in Control.  The Company agrees that if there is a Changein Control of the Company (other than a Change in Control which has beenapproved by a majority of the Board who were directors immediately prior tosuch Change in Control), then with respect to all matters thereafter arisingconcerning the rights of Indemnitee to indemnity payments and Expense Advancesunder this Agreement or any other agreement or Company charter or bylawprovision now or hereafter in effect relating to Claims for IndemnifiableEvents, the Company shall seek legal advice only from Independent Legal Counselselected by Indemnitee and approved by the Company (which approval shall not beunreasonably withheld).  Such counsel,among other things, shall render its written opinion to the Company andIndemnitee as to whether and to what extent the Indemnitee would be permittedto be indemnified under applicable law. The Company agrees to pay the reasonable fees and expenses of theIndependent Legal Counsel referred to above and to fully indemnify such counselagainst any and all expenses (including attorneys’ fees), claims, liabilitiesand damages arising out of or relating to this Agreement or its engagementpursuant hereto.

 

4.             Indemnification for Additional Expenses.  The Company shall indemnify Indemniteeagainst any and all expenses (including attorneys’ fees) and, if requested byIndemnitee, shall (within ten business days of such request) advance suchexpenses to Indemnitee, which are reasonably incurred by Indemnitee inconnection with any action brought by Indemnitee for (i) indemnificationor Expense Advances under this Agreement or any other agreement or Company charteror bylaw provision now or hereafter in effect relating to Claims forIndemnifiable Events, or (ii) recovering under any directors’ and officers’liability insurance policies maintained by the Company, regardless of whetherIndemnitee ultimately is determined to be entitled to such indemnification,advance expense payment or insurance recovery, as the case may be.

 

5.             Partial Indemnity.  If Indemnitee is entitled under any provisionof this Agreement to indemnification by the Company for some or a portion of theExpenses, judgments, fines, penalties and amounts paid in settlement of a Claimbut not, however, for all of the total amount thereof, the Company shallnevertheless indemnify Indemnitee for the portion thereof to which Indemniteeis entitled.  Moreover, notwithstandingany other provision of this Agreement, to the extent that Indemnitee has beensuccessful on the merits or otherwise in defense of any or all Claims relatingin whole or in part to an Indemnifiable Event or in defense of any issue ormatter therein, including dismissal without prejudice, Indemnitee shall beindemnified against all Expenses incurred in connection therewith.

 

6.             Burden of Proof. In connection with any determination by the Reviewing Party or otherwiseas to whether Indemnitee is entitled to be indemnified hereunder, the burden ofproof shall be on the Company to establish that Indemnitee is not so entitled.

 

7.             No Presumptions. For purposes of this Agreement, the termination of any claim, action,suit or proceeding by judgment, order, settlement (whether with or withoutcourt approval) or conviction, or upon a plea of nolo contendere or itsequivalent shall not create a presumption that Indemnitee did not meet anyparticular standard of conduct or have any particular belief or that a courthas determined that indemnification is not permitted by applicable law.  In addition, neither the failure of theReviewing Party to have made a determination as to whether Indemnitee has metany particular standard of conduct or had any particular belief, nor an actualdetermination by the Reviewing Party that Indemnitee has not met such standardof conduct or did not have such belief, prior to the commencement of legalproceedings by Indemnitee to secure a judicial determination that Indemniteeshould be indemnified under applicable law, shall be a defense to Indemnitee’sclaim or create a presumption that Indemnitee has not met any particularstandard of conduct or did not have any particular belief.

 

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8.             Nonexclusivity; Subsequent Change in Law.  The rights of the Indemnitee hereunder shallbe in addition to any other rights Indemnitee may have under the Company’scharter or bylaws or Delaware law, or otherwise.  To the extent that a change in Delaware law(whether by statute or judicial decision) permits greater indemnification byagreement than would be afforded currently under the Company’s charter orbylaws and this Agreement, it is the intent of the parties hereto thatIndemnitee shall enjoy by this Agreement the greater benefits so afforded bysuch change.

 

9.             Amendments; Waiver.  No supplement, modification or amendment ofthis Agreement shall be binding unless executed in writing by both of theparties hereto.  No waiver of any of theprovisions of this Agreement shall be deemed or shall constitute a waiver ofany other provisions hereof (whether or not similar) nor shall such waiverconstitute a continuing waiver.

 

10.           Subrogation.  In the event of payment under this Agreement,the Company shall be subrogated to the extent of such payment to all of therights of recovery of Indemnitee, who shall execute all papers required andshall do everything that may be necessary to secure such rights, including theexecution of such documents necessary to enable the Company effectively tobring suit to enforce such rights.

 

11.           Binding Effect.  This Agreement shall be binding upon andinure to the benefit of and be enforceable by the parties hereto and theirrespective successors or assigns (including any direct or indirect successor bypurchase, merger, consolidation or otherwise to all or substantially all of thebusiness and/or assets of the Company), spouses, heirs, executors and personalor legal representatives.  This Agreementshall continue in effect regardless of whether Indemnitee continues to serve asa director of the Company.

 

12.           Severability.  The provisions of this Agreement shall beseverable in the event that any of the provisions hereof (including anyprovision within a single section, paragraph or sentence) is held by a court ofcompetent jurisdiction to be invalid, void or otherwise unenforceable in anyrespect, and the validity and enforceability of any such provision in everyother respect and of the remaining provisions hereof shall not be in any wayimpaired and shall remain enforceable to the fullest extent permitted by law.

 

13.           Governing Law.  This Agreement shall be governed by andconstrued and enforced in accordance with the laws of the State of Delawareapplicable to contracts made and to be performed in such state without givingeffect to the principles of conflicts of laws.

 

IN WITNESS WHEREOF, theparties hereto have executed his Agreement as of the date first set forthabove.

 
|        | HOUSTON WIRE  & CABLE COMPANY |
|--------|-----------------------------------|
|   |                              |   |
|   |                              |   |
|   | By:                               |   |
|   | Name:                             |   |
|   | Title:                            |   |
|   |                              |   |
|   |                              |   |
|   | INDEMNITEE                        |
|   |                              |
|   |                              |
|   | [NAME]                            |

 

 

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