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As Of Filer Filing For·On·As Docs:Size Issuer Agent 12/12/05 Intellisync Corp 10-Q 10/31/05 10:2.0M Merrill Corp-MD/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report Pursuant to Sections 13 or 15(D) HTML 922K 2: EX-31.1 302 Certification HTML 15K 3: EX-31.2 302 Certification HTML 15K 4: EX-32.1 906 Certification HTML 10K 5: EX-32.2 906 Certification HTML 10K 6: EX-99.1 Miscellaneous Exhibit HTML 63K 7: EX-99.2 Miscellaneous Exhibit HTML 63K 8: EX-99.3 Miscellaneous Exhibit HTML 63K 9: EX-99.4 Miscellaneous Exhibit HTML 63K 10: EX-99.5 Miscellaneous Exhibit HTML 63K
Exhibit 99.3
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INDEMNITY AGREEMENT |
This Indemnity Agreement, dated as of November 14, 2005, is made by and between Intellisync Corporation, a Delaware corporation (the “Company”), and Blair Hankins (the “Indemnitee”).
RECITALS
A. The Company is aware that competent and experienced persons are increasingly reluctant to serve as directors, officers or agents of corporations unless they are protected by comprehensive liability insurance or indemnification, 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, officers and other agents.
B. The statutes and judicial decisions regarding the duties of directors and officers are often difficult to apply, ambiguous, or conflicting, and therefore fail to provide such directors, officers and agents with adequate, reliable knowledge of legal risks to which they are exposed or information regarding the proper course of action to take.
C. 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, officers and other agents.
D. The Company believes that it is unfair for its directors, officers and agents and the directors, officers and agents of its subsidiaries to assume the risk of huge judgments and other expenses which may occur in cases in which the director, officer or agent received no personal profit and in cases where the director, officer or agent was not culpable.
E. The Company recognizes that the issues in controversy in litigation against a director, officer or agent of a corporation such as the Company or its subsidiaries are often related to the knowledge, motives and intent of such director, officer or agent, that he is usually the only witness with knowledge of the essential facts and exculpating circumstances regarding such matters, and that the long period of time which usually elapses before the trial or other disposition of such litigation often extends beyond the time that the director, officer or agent can reasonably recall such matters; and may extend beyond the normal time for retirement for such director, officer or agent with the result that he, after retirement or in the event of his death, his spouse, heirs, executors or administrators, may be faced with limited ability and undue hardship in maintaining an adequate defense, which may discourage such a director, officer or agent from serving in that position.
F. Based upon their experience as business managers, the Board of Directors of the Company (the “Board”) has concluded that, to retain and attract talented and experienced individuals to serve as directors, officers and agents of the Company and its subsidiaries and to encourage such individuals to take the business risks necessary for the success of the Company and its subsidiaries, it is necessary for the Company to contractually indemnify its directors, officers and agents and the directors, officers and agents of its subsidiaries, and to assume for itself maximum liability for expenses and damages in connection with claims against such directors, officers and agents in connection with their service to the Company and its subsidiaries, and has further concluded that the failure to provide such contractual indemnification could result in great harm to the Company and its subsidiaries and the Company’s stockholders.
G. Section 145 of the General Corporation Law of Delaware, under which the Company is organized (“Section 145”), empowers the Company to indemnify its directors, officers, employees and agents by agreement and to indemnify persons who serve, at the request of the Company, as the directors, officers, employees or agents of other corporations or enterprises, and expressly provides that the indemnification provided by Section 145 is not exclusive.
CONFIDENTIAL
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H. The Company desires and has requested the Indemnitee to serve or continue to serve as a director, officer or agent of the Company and/or one or more subsidiaries of the Company free from undue concern for claims for damages arising out of or related to such services to the Company and/or one or more subsidiaries of the Company.
I. Indemnitee is willing to serve, or to continue to serve, the Company and/or one or more subsidiaries of the Company, provided that he is furnished the indemnity provided for herein.
AGREEMENT
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:
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in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount hereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof to which the Indemnitee is not entitled.
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The parties hereto have entered into this Indemnity Agreement effective as of the date first above written.
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INTELLISYNC CORPORATION |
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(a Delaware corporation) |
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By: |
/s/ KEITH KITCHEN |
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Name: |
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Title: |
CAP |
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Date: |
11/14/05 |
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Address: |
2550 North First Street, Suite 500 |
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INDEMNITEE |
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By: |
/s/ BLAIR HANKINS |
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Name: |
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Date: |
11/14/05 |
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Address: |
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This ‘10-Q’ Filing | Date | Other Filings | ||
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Filed on: | 12/12/05 | |||
11/14/05 | 4, 4/A | |||
For Period End: | 10/31/05 | 10-Q/A | ||
List all Filings |