Exhibit 10.29


 


INDEMNITY AGREEMENT


 


This Indemnification Agreement (“Agreement”)
is made as of
                         
by and between Todhunter International, Inc., a Delaware corporation (the “Company”),
and
                               .
(“Indemnitee”).


 


RECITALS


 


WHEREAS, highly competent persons
have become more reluctant to serve publicly held corporations as directors or
in other capacities unless they are provided with adequate protection through
insurance or adequate indemnification against inordinate risks of claims and
actions against them arising out of their service to and activities on behalf
of the corporation;


 


WHEREAS, the Board of Directors of
the Company (the “Board”) has determined that, in order to attract and
retain qualified individuals, the Company will attempt to maintain on an
ongoing basis, at its sole expense, liability insurance to protect persons
serving the Company and its subsidiaries from certain liabilities. Although the
furnishing of such insurance has been a customary and widespread practice among
United States-based corporations and other business enterprises, the Company
believes that, given current market conditions and trends, such insurance may
be available to it in the future only at higher premiums and with more exclusions.
At the same time, directors, officers, and other persons in service to
corporations or business enterprises are being increasingly subjected to
expensive and time-consuming litigation relating to, among other things,
matters that traditionally would have been brought only against the business
enterprise itself. The Amended and Restated Certificate of Incorporation of the
Company (the “Charter”) requires indemnification of the officers and
directors of the Company. Indemnitee may also be entitled to indemnification
pursuant to the General Corporation Law of the State of Delaware (“DGCL”).
The Charter and the DGCL expressly provide that the indemnification provisions
set forth therein are not exclusive, and thereby contemplate that contracts may
be entered into between the Company and members of the board of directors,
officers and other persons with respect to indemnification;


 


WHEREAS, the uncertainties relating
to such insurance and to indemnification have increased the difficulty of
attracting and retaining such persons;


 


WHEREAS, the Board has determined
that the increased difficulty in attracting and retaining such persons is
detrimental to the best interests of the Company’s stockholders and that the
Company should act to assure such persons that there will be increased
certainty of such protection in the future;


 


WHEREAS, it is reasonable, prudent
and necessary for the Company contractually to obligate itself to indemnify,
and to advance expenses on behalf of, such persons to the fullest extent permitted
by applicable law so that they will serve or continue to serve the Company free
from undue concern that they will not be so indemnified;


 


WHEREAS, this Agreement is a
supplement to and in furtherance of the indemnification provided in the Charter
and any resolutions adopted pursuant thereto, and shall not be deemed a
substitute therefor, nor to diminish or abrogate any rights of Indemnitee
thereunder;


 

















 


WHEREAS, Indemnitee is concerned that
the protection available under the Charter and insurance may not be adequate in
the present circumstances, and in consideration of serving as a Director,
desires to be assured of adequate protection, and the Company desires
Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue
to serve and to take on additional service for or on behalf of the Company on
the condition that Indemnitee be so indemnified; and


 


NOW, THEREFORE, in consideration of
the premises and the covenants contained herein, the Company and Indemnitee do
hereby covenant and agree as follows:


 


Section 1.  Services to the Company.  Indemnitee agrees to serve as a Director of the Company. Indemnitee
may at any time and for any reason resign from such position (subject to any
other contractual obligation or any obligation imposed by operation of law), in
which event the Company shall have no obligation under this Agreement to
continue Indemnitee in such position. This Agreement shall not be deemed an
employment contract between the Company (or any of its subsidiaries or any Enterprise)
and Indemnitee. The foregoing notwithstanding, this Agreement shall continue in
force after Indemnitee has ceased to serve as a Director of the Company.


 


Section 2.  Definitions


 


As used in this Agreement:


 


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


 


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


 


(c)           “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, being or preparing
to be a witness in, or otherwise participating in, a Proceeding. Expenses also
shall include Expenses incurred in connection with any appeal resulting from
any Proceeding, including without limitation the premium, security for, and
other costs relating to any cost bond, supersedes bond, or other appeal bond or
its equivalent. Expenses, however, shall not include amounts paid in settlement
by Indemnitee or the amount of judgments or fines against Indemnitee.


 


(d)           The term “Proceeding”
shall include 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 in the right of the Company or otherwise and whether of a civil,
criminal, administrative or investigative nature, in which Indemnitee was, is
or will be involved as a party or otherwise by reason of the fact that
Indemnitee is or was a Director
of the Company, by reason of any action


 


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taken by him or of any
action on his part while acting as director of the Company, or by reason of the
fact that he is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, in each case whether or not
serving in such capacity at the time any liability or expense is incurred for
which indemnification, reimbursement, or advancement of expenses can be
provided under this Agreement; except one initiated by Indemnitee to enforce
his rights under this Agreement.


 


Section 3.  Indemnity in Third-Party Proceedings.  The Company shall indemnify Indemnitee in
accordance with the provisions of this Section 3 if Indemnitee is, or is
threatened to be made, a party to or a participant in any Proceeding, other
than a Proceeding by or in the right of the Company to procure a judgment in
its favor. Pursuant to this Section 3, Indemnitee shall be indemnified
against all Expenses, judgments, fines and amounts paid in settlement actually
and reasonably incurred by Indemnitee or on his behalf in connection with such
Proceeding or any claim, issue or matter therein, if Indemnitee acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company and, in the case of a criminal proceeding, had no
reasonable cause to believe that his conduct was unlawful. Indemnitee shall not
enter into any settlement in connection with a Proceeding without the prior
written consent of the Company, which consent shall not be unreasonably
withheld.


 


Section 4.  Indemnity in Proceedings by or in the
Right of the Company.  The Company
shall indemnify Indemnitee in accordance with the provisions of this
Section 4 if Indemnitee is, or is threatened to be made, a party to or a
participant in any Proceeding by or in the right of the Company to procure a
judgment in its favor. Pursuant to this Section 4, Indemnitee shall be
indemnified against all Expenses actually and reasonably incurred by him or on
his behalf in connection with such Proceeding or any claim, issue or matter
therein, if Indemnitee acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company. No
indemnification for Expenses shall be made under this Section 4 in respect
of any claim, issue or matter as to which Indemnitee shall have been finally
adjudged by a court to be liable to the Company, unless and only to the extent
that the Delaware Court of Chancery (the “Delaware Court”) or any court
in which the Proceeding was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, Indemnitee is fairly and reasonably entitled to indemnification for such
expenses as the Delaware Court or such other court shall deem proper.


 


Section 5.  Indemnification for Expenses of a Party
Who is Wholly or Partly Successful. 
Notwithstanding any other provisions of this Agreement, to the extent
that Indemnitee is a party to or a participant in and is successful, on the
merits or otherwise, in any Proceeding or in defense of any claim, issue or
matter therein, in whole or in part, the Company shall indemnify Indemnitee
against all Expenses actually and reasonably incurred by him 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 (a) all Expenses actually and reasonably incurred by him or on his
behalf in connection with each successfully resolved claim, issue or matter and
(b) any claim, issue or matter related to any such successfully resolved claim,
issue or matter. For purposes of this Section and without limitation, the
termination of any claim,


 


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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.


 


Section 6.  Indemnification For Expenses of a
Witness.  Notwithstanding any other
provision of this Agreement, to the extent that Indemnitee is, by reason of his
Corporate Status, a witness in any Proceeding to which Indemnitee is not a
party, he shall be indemnified against all Expenses actually and reasonably
incurred by him or on his behalf in connection therewith.


 


Section 7.  Additional Indemnification.


 


(a)           Notwithstanding any
limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to
the fullest extent permitted by law if Indemnitee is a party to or threatened
to be made a party to any Proceeding (including a Proceeding by or in the right
of the Company to procure a judgment in its favor) against all Expenses,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by Indemnitee in connection with the Proceeding.


 


(b)           For purposes of
Section 7(a), the meaning of the phrase “to the fullest extent permitted
by law” shall include, but not be limited to:


 


(i)            to the fullest extent
permitted by the provision of the DGCL that authorizes or contemplates
additional indemnification by agreement, or the corresponding provision of any
amendment to or replacement of the DGCL, and


 


(ii)           to the fullest extent
authorized or permitted by any amendments to or replacements of the DGCL
adopted after the date of this Agreement that increase the extent to which a
corporation may indemnify its officers and directors.


 


Section 8.  Exclusions. Notwithstanding any
provision in this Agreement to the contrary, the Company shall not be obligated
under this Agreement to make any indemnity in connection with any claim made
against Indemnitee:


 


(a)           for which payment has
actually been made to or on behalf of Indemnitee under any insurance policy or
other indemnity provision, except with respect to any excess beyond the amount
paid under any insurance policy or other indemnity provision.


 


(b)           for an accounting of
profits made from the purchase and sale (or sale and purchase) by Indemnitee of
securities of the Company within the meaning of Section 16(b) of the
Securities Exchange Act of 1934, as amended, or similar provisions of state
statutory law or common law; or


 


(c)           for which payment is
prohibited by applicable law.


 


Section 9.  Advances of Expenses.  The Company shall advance, to the extent not
prohibited by law, the Expenses incurred by Indemnitee in connection with any
Proceeding, and such advancement shall be made within 30 days after the receipt
by the Company of a statement or statements requesting such advances (which
shall include invoices received by Indemnitee in connection with such Expenses
but, in the case of invoices in connection with legal services, any


 


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references to legal work
performed or to expenditures made that would cause Indemnitee to waive any
privilege accorded by applicable law shall not be included with the invoice)
from time to time, whether prior to or after final disposition of any
Proceeding. Advances shall be unsecured and interest free. Advances shall be
made without regard to Indemnitee’s ability to repay the expenses and without
regard to Indemnitee’s ultimate entitlement to indemnification under the other
provisions of this Agreement. Advances shall include any and all reasonable
Expenses incurred pursuing an action to enforce this right of advancement,
including Expenses incurred preparing and forwarding statements to the Company
to support the advances claimed. The Indemnitee shall qualify for advances upon
the execution and delivery to the Company of this Agreement which shall
constitute an undertaking providing that the Indemnitee undertakes to the
fullest extent permitted by law to repay the advance if and to the extent that
it is ultimately determined that Indemnitee is not entitled to be indemnified
by the Company. This Section 9 shall not apply to any claim made by
Indemnitee for which indemnity is excluded pursuant to Section 8.


 


Section
 10.  Procedure for Notification
and Defense of Claim.


 


(a)           To obtain
indemnification under this Agreement, Indemnitee shall submit to the Company a
written request therefor.


 


(b)           The Company will be
entitled to participate in the Proceeding at its own expense.


 


Section 11.  Procedure Upon Application for
Indemnification.  Upon written
request by Indemnitee for indemnification pursuant to Section 10(a), a
determination, if required by applicable law, with respect to Indemnitee’s
entitlement thereto shall be made in the specific case by (1) a majority vote
of the directors not party to the action, suit or proceeding (the
“disinterested directors”) or (2) a committee of the disinterested directors
designated by majority vote of all disinterested directors, whichever the Board
selects in its sole discretion.  Such
determination shall be submitted in a written opinion to the Board, a copy of
which shall be delivered to Indemnitee and, if it is so determined that
Indemnitee is entitled to indemnification, payment to Indemnitee shall be made
within ten (10) days after such determination. Indemnitee shall cooperate with
the disinterested directors or committee thereof making such determination with
respect to Indemnitee’s entitlement to indemnification, including providing
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
reasonable costs or expenses (including reasonable attorneys’ fees and
disbursements) incurred by Indemnitee in so cooperating with the disinterested
directors or committee thereof 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.


 


Section 12.  Presumptions and Effect of Certain
Proceedings.


 


(a)           In making a
determination with respect to entitlement to indemnification hereunder, the
disinterested directors or committee thereof making such determination shall
presume that Indemnitee is entitled to indemnification under this Agreement if
Indemnitee has


 


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submitted a request for
indemnification in accordance with Section 10(a) of this Agreement, and
the Company shall have the burden of proof to overcome that presumption in
connection with the making by the disinterested directors or committee of any
determination contrary to that presumption. Neither the failure of the Company
or of the disinterested directors or committee to have made a determination
prior to the commencement of any action pursuant to this Agreement that
indemnification is proper in the circumstances because Indemnitee has met the
applicable standard of conduct, nor an actual determination by the Company or
by the disinterested directors or committee has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that Indemnitee has not met the applicable standard of conduct.


 


(b)           The termination of any
Proceeding or of any claim, issue or matter therein, by judgment, order,
settlement or conviction, or upon a plea of nolo  contendere or
its equivalent, shall not (except as otherwise expressly provided in this
Agreement) of itself adversely affect the right of Indemnitee to
indemnification or create a presumption that Indemnitee did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that his conduct was unlawful.


 


(c)           For purposes of any
determination of good faith, 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 the Board or counsel
selected by any committee of the Board or on information or records given or
reports made to the Enterprise by an independent certified public accountant or
by an appraiser, investment banker or other expert selected with the reasonable
care by the Company or the Board or any committee of the Board. The provisions
of this Section 12(c) shall not be deemed to be exclusive or to limit in
any way the other circumstances in which the Indemnitee may be deemed to have
met the applicable standard of conduct set forth in this Agreement.


 


(d)           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.


 


Section 13.  Remedies of Indemnitee.


 


(a)           Subject to
Section 13(e), in the event that (i) a determination is made pursuant to
Section 11 of this Agreement that Indemnitee is not entitled to
indemnification under this Agreement, (ii) advancement of Expenses is not
timely made pursuant to Section 9 of this Agreement, (iii) no
determination of entitlement to indemnification shall have been made pursuant
to Section 11 of this Agreement within 90 days after receipt by the
Company of the request for indemnification, (iv) payment of indemnification is
not made pursuant to Section 5 or 6 or the last sentence of
Section 11 of this Agreement within ten (10) days after receipt by the
Company of a written request therefor, or (v) payment of indemnification
pursuant to Section 3, 4 or 7 of this Agreement is not made within ten
(10) days after a determination has been made that Indemnitee is entitled to
indemnification, Indemnitee shall be entitled to an adjudication by a court of
his entitlement to such indemnification or advancement of Expenses.
Alternatively,


 


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Indemnitee, at his
option, may seek an award in arbitration to be conducted by a single arbitrator
pursuant to the Commercial Arbitration Rules of the American Arbitration
Association. Indemnitee shall commence such proceeding seeking an adjudication
or an award in arbitration within 180 days following the date on which
Indemnitee first has the right to commence such proceeding pursuant to this Section 13(a);
provided, however, that the foregoing clause shall not apply in
respect of a proceeding brought by Indemnitee to enforce his rights under
Section 5 of this Agreement. The Company shall not oppose Indemnitee’s
right to seek any such adjudication or award in arbitration.


 


(b)           In the event that a
determination shall have been made pursuant to Section 11 of this
Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this Section 13 shall be
conducted in all respects as a de novo trial, or arbitration, on the merits and
Indemnitee shall not be prejudiced by reason of that adverse determination. In
any judicial proceeding or arbitration commenced pursuant to this
Section 13, the Company shall have the burden of proving Indemnitee is not
entitled to indemnification or advancement of Expenses, as the case may be.


 


(c)           If a determination
shall have been made pursuant to Section 11 of this Agreement that
Indemnitee is entitled to indemnification, the Company shall be bound by such
determination in any judicial proceeding or arbitration commenced pursuant to
this Section 13, 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.


 


(d)           The Company shall be
precluded from asserting in any judicial proceeding or arbitration commenced
pursuant to this Section 13 that the procedures and presumptions of this
Agreement are not valid, binding and enforceable and shall stipulate in any
such court or before any such arbitrator that the Company is bound by all the
provisions of this Agreement. The Company shall indemnify Indemnitee against
any and all Expenses and, if requested by Indemnitee, shall (within ten (10)
days after receipt by the Company of a written request therefore) advance, to
the extent not prohibited by law, such Expenses to Indemnitee, which are
incurred by Indemnitee in connection with any action brought by Indemnitee for
indemnification or advance of Expenses from the Company under this Agreement or
under any directors’ and officers’ liability insurance policies maintained by
the Company, regardless of whether Indemnitee ultimately is determined to be
entitled to such indemnification, advancement of Expenses or insurance
recovery, as the case may be.


 


(e)           Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement
to indemnification under this Agreement shall be required to be made prior to
the final disposition of the Proceeding.


 


Section 14.  Non-exclusivity; Survival of Rights;
Insurance; Subrogation.


 


(a)           The rights of indemnification
and to receive advancement of Expenses 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 Charter, the Company’s Bylaws, any
agreement, a vote of stockholders or a resolution of directors, or otherwise.
No


 


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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 his Corporate Status prior to such amendment,
alteration or repeal. To the extent that a change in Delaware law, whether by
statute or judicial decision, permits greater indemnification or advancement of
Expenses than would be afforded currently under the Charter, 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 of the Company or of any other
Enterprise, 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. If, at the time of the receipt of a notice of a claim pursuant to
the terms 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.


 


(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 (or for which advancement is provided hereunder) hereunder if and
to the extent that Indemnitee has otherwise actually received such payment
under any insurance policy, contract, agreement or otherwise.


 


(e)           The Company’s
obligation to indemnify or advance Expenses hereunder to Indemnitee who is or
was serving at the request of the Company as a director, officer, employee or
agent of any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise shall be reduced by any amount Indemnitee has
actually received as indemnification or advancement of Expenses from such other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise.


 


Section 15.  Duration of Agreement.  This Agreement shall continue until and
terminate upon the later of: (a) 10 years after the date that Indemnitee shall
have ceased to serve as a director of the Company or (b) 1 year after the final
termination of any Proceeding then pending in respect of which Indemnitee is
granted rights of indemnification or advancement of Expenses


 


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hereunder and of any
proceeding commenced by Indemnitee pursuant to Section 13 of this
Agreement relating thereto. This Agreement shall be binding upon the Company
and its successors and assigns and shall inure to the benefit of Indemnitee and
his heirs, executors and administrators.


 


Section 16.  Severability.  If any provision or provisions of this
Agreement shall be held to be invalid, illegal or 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; (b) such provision
or provisions shall be deemed reformed to the extent necessary to conform to
applicable law and to give the maximum effect to the intent of the parties
hereto; and (c) 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.


 


Section 17.  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 as a director of the Company, and the
Company acknowledges that Indemnitee is relying upon this Agreement in serving
as a 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; provided,  however, that this Agreement is
a supplement to and in furtherance of the Charter of the Company, the Bylaws of
the Company and applicable law, and shall not be deemed a substitute therefor,
nor to diminish or abrogate any rights of Indemnitee thereunder.


 


Section 18.  Modification and Waiver.  No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by the parties
thereto. No waiver of any of the provisions of this Agreement shall be deemed
or shall constitute a waiver of any other provisions of this Agreement nor
shall any waiver constitute a continuing waiver.


 


Section 19.  Notice by Indemnitee.  Indemnitee agrees promptly to 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 or advancement of Expenses
covered hereunder. The failure of Indemnitee to so notify the Company shall not
relieve the Company of any obligation which it may have to the Indemnitee under
this Agreement or otherwise.


 


Section 20.  Notices.  All notices, requests, demands and other communications under
this Agreement shall be in writing and shall be deemed to have been duly given
if (a) delivered by hand and receipted for by the party to whom said notice or
other communication shall have been


 


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directed, (b) mailed by
certified or registered mail with postage prepaid, on the third business day
after the date on which it is so mailed, (c) mailed by reputable overnight courier
and receipted for by the party to whom said notice or other communication shall
have been directed or (d) sent by facsimile transmission, with receipt of oral
confirmation that such transmission has been received:


 


	
  (a)

  	
   

  	
  If to
  Indemnitee, at such address as Indemnitee shall provide to the Company.

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  If to the
  Company to

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Todhunter International, Inc.

  
	
   

  	
   

  	
  222 Lakeview Avenue

  
	
   

  	
   

  	
  Suite 1500

  
	
   

  	
   

  	
  West
  Palm Beach, Florida 33401

  
	
   

  	
   

  	
  (561) 655-8977

  



 


or to any other address as may have been furnished to Indemnitee by the
Company.


 


Section 21.  Contribution.  To the fullest extent permissible under
applicable law, if the indemnification provided for in this Agreement is
unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of
indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be
paid in settlement and/or for Expenses, in connection with any claim relating
to an indemnifiable event under this Agreement, in such proportion as is deemed
fair and reasonable in light of all of the circumstances of such Proceeding in
order to reflect (i) the relative benefits received by the Company and
Indemnitee as a result of the event(s) and/or transaction(s) giving cause to
such Proceeding; and/or (ii) the relative fault of the Company (and its
directors, officers, employees and agents) and Indemnitee in connection with
such event(s) and/or transaction(s).


 


Section 22.  Applicable Law and Consent to Jurisdiction.  This Agreement and the legal relations among
the parties shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware, without regard to its conflict of laws
rules. Except with respect to any arbitration commenced by Indemnitee pursuant
to Section 13(a) of this Agreement, the Company and Indemnitee hereby
irrevocably and unconditionally (i) agree that any action or proceeding arising
out of or in connection with this Agreement shall be brought only in the
Delaware Court, and not in any other state or federal court in the United
States of America or any court in any other country, (ii) consent to submit to
the exclusive jurisdiction of the Delaware Court for purposes of any action or
proceeding arising out of or in connection with this Agreement, (iii) appoint,
to the extent such party is not otherwise subject to service of process in the
State of Delaware, The Corporation Trust Company, Wilmington, Delaware as such
party’s agent in the State of Delaware for acceptance of legal process in
connection with any such action or proceeding against such party with the same
legal force and validity as if served upon such party personally within the
State of Delaware, (iv) waive any objection to the laying of venue of any such
action or proceeding in the Delaware Court, and (v) waive, and agree not to
plead or to make, any claim that any such action or proceeding brought in the
Delaware Court has been brought in an improper or inconvenient forum.


 


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Section 23.  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.


 


Section 24.  Miscellaneous.  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.


 


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


 


	
   

  	
  TODHUNTER INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Jay S. Maltby

  
	
   

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INDEMNITEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


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