THE INDEMNITEE TO ACT AS A DIRECTOR AND/OR AN OFFICER, AS THE
CASE MAY BE, OF THE COMPANY, AND ACKNOWLEDGES THAT THE INDEMNITEE IS RELYING
UPON THIS AGREEMENT IN CONTINUING IN SUCH CAPACITY.
IN THE EVENT THE INDEMNITEE
IS REQUIRED TO BRING ANY ACTION TO ENFORCE RIGHTS OR TO COLLECT MONIES DUE UNDER
THIS AGREEMENT AND IS SUCCESSFUL IN SUCH ACTION, THE COMPANY SHALL REIMBURSE THE
INDEMNITEE FOR ALL OF THE INDEMNITEE'S REASONABLE ATTORNEYS' FEES AND EXPENSES
IN BRINGING AND PURSUING SUCH ACTION, AND THE INDEMNITEE SHALL BE ENTITLED BY OR
TO THE ADVANCEMENT OF EXPENSES TO THE FULL EXTENT CONTEMPLATED BY THIS AGREEMENT
IN CONNECTION WITH SUCH ENFORCEMENT PROCEEDING.
IN THE EVENT THAT THE COMPANY
SHALL BREACH ANY OF ITS OBLIGATIONS TO THE INDEMNITEE HEREUNDER, INCLUDING THE
COMPANY'S OBLIGATIONS WITH RESPECT TO THE ADVANCEMENT OF EXPENSES UNDER THIS
AGREEMENT, THE PARTIES HERETO AGREE THAT THE INDEMNITEE'S REMEDIES AVAILABLE AT
LAW WOULD NOT BE ADEQUATE AND THAT INDEMNITEE WOULD BE ENTITLED TO THE REMEDIES
OF SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF TO ENFORCE SUCH OBLIGATIONS OF THE
COMPANY.
12.
SEVERABILITY.
IF ANY PROVISION OF THIS
AGREEMENT OR THE APPLICATION OF ANY PROVISION HEREOF TO ANY PERSON OR
CIRCUMSTANCES IS HELD INVALID OR UNENFORCEABLE, THE REMAINDER OF THIS AGREEMENT
AND THE APPLICATION OF SUCH PROVISION TO OTHER PERSONS OR CIRCUMSTANCES SHALL
NOT BE AFFECTED.
13.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE
WITHOUT REGARD TO ANY CONFLICT OF LAW RULES OR PRINCIPLE THAT MIGHT REFER TO THE
LAWS OF ANOTHER STATE OR COUNTRY.
14.
MODIFICATION; SURVIVAL.
THIS AGREEMENT
CONTAINS THE ENTIRE AGREEMENT OF THE PARTIES RELATING TO THE SUBJECT MATTER
HEREOF AND SUPERCEDES ANY PRIOR AGREEMENT REGARDING THE SUBJECT MATTER HEREOF.
THIS AGREEMENT MAY BE MODIFIED ONLY BY AN INSTRUMENT IN WRITING SIGNED BY BOTH
PARTIES HERETO.
THE PROVISIONS OF THIS AGREEMENT SHALL SURVIVE THE TERMINATION
OF INDEMNITEE'S SERVICE AS A DIRECTOR AND/OR AN OFFICER OF THE COMPANY.
7
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement and the
Company has set its seal as of the date first above written.
Company:
INVESTools Inc.
(Corporate Seal)
By:
/s/ LEE K BARBA
Lee K. Barba
Chairman & Chief Executive Officer
Indemnitee:
By:
Name:
Title:
8
EXHIBIT 1
STATEMENT OF REQUEST FOR INDEMNIFICATION
I,
, submit this Statement pursuant to the
Indemnity Agreement (the "Agreement")
dated
, 2005, between INVESTools Inc.,
a Delaware corporation ("Company"), and the undersigned.
1.
I am requesting indemnification against
Expenses (as defined in the Agreement) and, with respect to any action not by or
in the right of the Company, judgments, fines, penalties and amounts paid in
settlement, all of which have been actually and reasonably incurred by me in
connection with a certain Proceeding (as defined in the Agreement) to which I am
a party or am threatened to be made a party by reason of the fact of my
Corporate Status (as defined in the Agreement).
2.
With respect