EXHIBIT 10.20
INDEMNITY AGREEMENT
THIS AGREEMENT is made this
day of
, 2005, between
INVESTools Inc., a Delaware corporation ("Company"),
and
("Indemnitee").
WHEREAS, the Company and Indemnitee desire that Indemnitee continue to serve as
a director and/or officer of the Company; and
WHEREAS, the Company desires and intends hereby to provide indemnification
(including advancement of expenses) against any and all liabilities asserted
against Indemnitee to the fullest extent permitted by the General Corporation
Law of the State of Delaware.
NOW, THEREFORE, for and in consideration of the premises, the mutual promises
hereinafter set forth, the reliance of the Indemnitee hereon in continuing to
serve the Company in [his/her] present capacity and in undertaking to serve the
Company in any additional capacity or capacities, the Company and the Indemnitee
agree as follows:
1.
CONTINUED SERVICE.
INDEMNITEE WILL
CONTINUE TO SERVE, AT THE WILL OF THE COMPANY AND UNDER SEPARATE CONTRACT, IF
SUCH EXISTS, AS A DIRECTOR AND/OR AN OFFICER SO LONG AS [HE/SHE] IS DULY ELECTED
AND QUALIFIED IN ACCORDANCE WITH THE BYLAWS OF THE COMPANY OR UNTIL [HE/SHE]
TENDERS [HIS/HER] RESIGNATION.
2.
INDEMNIFICATION.
THE COMPANY SHALL
INDEMNIFY INDEMNITEE AS FOLLOWS:
(A)
THE COMPANY SHALL INDEMNIFY AND ADVANCE
EXPENSES (AS DEFINED IN SECTION 7(D)) TO INDEMNITEE TO THE FULLEST EXTENT, AND
ONLY TO THE EXTENT, PERMITTED BY APPLICABLE LAW IN EFFECT ON THE DATE OF THIS
AGREEMENT OR BY ANY AMENDMENT THEREOF OR OTHER STATUTORY PROVISIONS EXPRESSLY
PERMITTING SUCH INDEMNIFICATION WHICH IS ADOPTED AFTER THE DATE HEREOF (BUT, IN
THE CASE OF ANY SUCH AMENDMENT, ONLY TO THE EXTENT THAT SUCH AMENDMENT PERMITS
THE COMPANY TO PROVIDE BROADER INDEMNIFICATION RIGHTS THAN SAID LAW REQUIRED OR
PERMITTED THE COMPANY TO PROVIDE PRIOR TO SUCH AMENDMENT).
THE RIGHTS OF
INDEMNITEE PROVIDED UNDER THE PRECEDING SENTENCE SHALL INCLUDE, BUT SHALL NOT BE
LIMITED TO, THE RIGHTS SET FORTH IN THE OTHER PARAGRAPHS OF THIS SECTION 2 OR
ANY OTHER SECTIONS OF THIS AGREEMENT.
(B)
THE COMPANY SHALL INDEMNIFY INDEMNITEE WHEN
[HE/SHE] IS A PARTY OR IS THREATENED TO BE MADE A PARTY TO ANY THREATENED,
PENDING OR COMPLETED PROCEEDING (OTHER THAN A PROCEEDING BY OR IN THE RIGHT OF
THE COMPANY) BY REASON OF [HIS/HER] CORPORATE STATUS (AS DEFINED IN
SECTION 7(B)) AGAINST EXPENSES, JUDGMENTS, AWARDS, PENALTIES, FINES AND AMOUNTS
PAID IN SETTLEMENTS ACTUALLY AND REASONABLY INCURRED BY [HIM/HER] OR ON
[HIS/HER] BEHALF IN CONNECTION WITH SUCH PROCEEDING OR ANY CLAIM, ISSUE OR
MATTER THEREIN IF [HE/SHE] ACTED IN GOOD FAITH AND IN A MANNER [HE/SHE]
REASONABLY BELIEVED 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 [HIS/HER] CONDUCT WAS UNLAWFUL.
THE TERMINATION OF ANY PROCEEDING BY
JUDGMENT, ORDER, SETTLEMENT, CONVICTION, OR UPON A PLEA OF NOLO CONTENDERE OR
ITS EQUIVALENT, SHALL NOT, OF ITSELF, CREATE A PRESUMPTION THAT INDEMNITEE (I)
DID NOT ACT IN GOOD FAITH AND IN A MANNER WHICH [HE/SHE] REASONABLY BELIEVED TO
BE IN OR NOT OPPOSED TO THE BEST INTERESTS OF THE