Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.00M
2: EX-10.20 Material Contract HTML 60K
3: EX-10.23 Material Contract HTML 51K
4: EX-10.24 Material Contract HTML 49K
5: EX-21 Subsidiaries List HTML 75K
6: EX-23.1 Consent of Expert or Counsel HTML 37K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 41K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 42K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 39K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 39K
17: R1 Cover Page HTML 106K
18: R2 Consolidated Income Statements HTML 108K
19: R3 Consolidated Statements of Comprehensive Income HTML 103K
20: R4 Consolidated Balance Sheets HTML 134K
21: R5 Consolidated Balance Sheets (Parenthetical) HTML 48K
22: R6 Consolidated Statements of Cash Flows HTML 146K
23: R7 Consolidated Statements of Changes in HTML 84K
Stockholders' Equity
24: R8 Consolidated Statements of Changes in HTML 39K
Stockholders' Equity (Parenthetical)
25: R9 Summary of Significant Accounting Policies HTML 98K
26: R10 Recently Issued Accounting Pronouncements HTML 98K
27: R11 Acquisitions and Divestitures HTML 70K
28: R12 Restructuring and Asset Impairment Charges HTML 112K
29: R13 Revenue HTML 110K
30: R14 Other Non-Operating Income, Net HTML 48K
31: R15 Income Taxes HTML 158K
32: R16 Earnings Per Share HTML 66K
33: R17 Inventories HTML 46K
34: R18 Property, Plant and Equipment HTML 52K
35: R19 Leases HTML 98K
36: R20 Goodwill and Other Intangible Assets HTML 98K
37: R21 Accrued and Other Current Liabilities HTML 49K
38: R22 Credit Facilities and Long-Term Debt HTML 68K
39: R23 Derivative Financial Instruments HTML 69K
40: R24 Postretirement Benefit Plans HTML 330K
41: R25 Share-Based Compensation Plans HTML 99K
42: R26 Capital Stock HTML 50K
43: R27 Accumulated Other Comprehensive Loss HTML 105K
44: R28 Commitments and Contingencies HTML 59K
45: R29 Related Party Transactions HTML 46K
46: R30 Segment and Geographic Data HTML 137K
47: R31 Valuation and Qualifying Accounts HTML 48K
48: R32 Quarterly Financial Data (Unaudited) HTML 74K
49: R33 Summary of Significant Accounting Policies HTML 169K
(Policies)
50: R34 Summary of Significant Accounting Policies HTML 55K
(Tables)
51: R35 Acquisitions and Divestitures (Tables) HTML 67K
52: R36 Restructuring and Asset Impairment Charges HTML 109K
(Tables)
53: R37 Revenue (Tables) HTML 108K
54: R38 Other Non-Operating Income, Net (Tables) HTML 48K
55: R39 Income Taxes (Tables) HTML 166K
56: R40 Earnings Per Share (Tables) HTML 68K
57: R41 Inventories (Tables) HTML 47K
58: R42 Property, Plant and Equipment (Tables) HTML 55K
59: R43 Leases (Tables) HTML 67K
60: R44 Goodwill and Other Intangible Assets (Tables) HTML 95K
61: R45 Accrued and Other Current Liabilities (Tables) HTML 49K
62: R46 Credit Facilities and Long-Term Debt (Tables) HTML 59K
63: R47 Derivative Financial Instruments (Tables) HTML 65K
64: R48 Postretirement Benefit Plans (Tables) HTML 337K
65: R49 Share-Based Compensation Plans (Tables) HTML 99K
66: R50 Capital Stock (Tables) HTML 46K
67: R51 Accumulated Other Comprehensive Loss (Tables) HTML 104K
68: R52 Commitments and Contingencies (Tables) HTML 50K
69: R53 Related Party Transactions (Tables) HTML 44K
70: R54 Segment and Geographic Data (Tables) HTML 138K
71: R55 Valuation and Qualifying Accounts (Tables) HTML 48K
72: R56 Quarterly Financial Data (Unaudited) (Tables) HTML 74K
73: R57 Summary of Significant Accounting Policies HTML 53K
(Property, Plant and Equipment, Useful Lives)
(Details)
74: R58 Summary of Significant Accounting Policies HTML 49K
(Details Textual)
75: R59 Acquisitions and Divestitures (Details Textual) HTML 63K
76: R60 Acquisitions and Divestitures (Summary of Assets HTML 75K
Acquired and Liabilities Assumed) (Details)
77: R61 Acquisitions and Divestitures (Summary of HTML 57K
Intangible Assets Acquired) (Details)
78: R62 Acquisitions and Divestitures (Summary of Pro HTML 43K
Forma Information) (Details)
79: R63 Restructuring and Asset Impairment Charges HTML 70K
(Components of Restructuring Charges and Segment
Allocation) (Details)
80: R64 Restructuring and Asset Impairment Charges HTML 65K
(Restructuring Reserve Rollforward) (Details)
81: R65 Restructuring and Asset Impairment Charges - HTML 56K
Narrative (Details)
82: R66 Restructuring and Asset Impairment Charges - HTML 69K
Estimated Restructuring Costs (Details)
83: R67 Revenue (Details) HTML 56K
84: R68 Revenue - Disaggregation of Revenue (Details) HTML 116K
85: R69 Revenue (Narrative) (Details) HTML 45K
86: R70 Other Non-Operating Income, Net (Details) HTML 47K
87: R71 Income Taxes (Components of Income Tax Expense) HTML 79K
(Details)
88: R72 Income Taxes (Income Tax Rate Reconciliation) HTML 76K
(Details)
89: R73 Income Taxes (Components of Deferred Tax Assets HTML 73K
and Liabilities) (Details)
90: R74 Income Taxes (Reconciliation of Valuation HTML 47K
Allowance of Deferred Tax Assets) (Details)
91: R75 Income Taxes (Classification of Unrecognized Tax HTML 46K
Benefits) (Details)
92: R76 Income Taxes (Summary of Operating Losses and Tax HTML 49K
Credits) (Details)
93: R77 Income Taxes (Summary of Unrecognized Tax HTML 49K
Benefits) (Details)
94: R78 Income Taxes (Details Textual) HTML 64K
95: R79 Earnings Per Share (Calculation of EPS) (Details) HTML 91K
96: R80 Earnings Per Share (Summary of Antidilutive HTML 47K
Securities) (Details)
97: R81 Inventories (Details) HTML 47K
98: R82 Property, Plant and Equipment (Components of HTML 58K
Property, Plant and Equipment) (Details)
99: R83 Property, Plant and Equipment (Details Textual) HTML 39K
100: R84 Leases (Textuals) (Details) HTML 61K
101: R85 Leases (Lease Costs) (Details) HTML 46K
102: R86 Leases (Supplemental Lease Information) (Details) HTML 46K
103: R87 Leases (Lease Maturities) (Details) HTML 58K
104: R88 Goodwill and Other Intangible Assets (Rollforward HTML 61K
of Goodwill) (Details)
105: R89 Goodwill and Other Intangible Assets (Details HTML 75K
Textual)
106: R90 Goodwill and Other Intangible Assets (Summary of HTML 67K
Other Intangible Assets) (Details)
107: R91 Goodwill and Other Intangible Assets (Estimated HTML 49K
Amortization Expense) (Details)
108: R92 Accrued and Other Current Liabilities (Details) HTML 53K
109: R93 Credit Facilities and Long-Term Debt (Summary of HTML 79K
Debt Outstanding) (Details)
110: R94 Credit Facilities and Long-Term Debt (Details HTML 107K
Textual)
111: R95 Derivative Financial Instruments (Details) HTML 66K
112: R96 Derivative Financial Instruments (Details Textual) HTML 63K
113: R97 Derivative Financial Instruments - Fair Value of HTML 46K
Foreign Exchange Contracts (Details)
114: R98 Postretirement Benefit Plans (Summary of HTML 39K
Contributions by Year) (Details)
115: R99 Postretirement Benefit Plans (Summary of Plan HTML 133K
Assets, Benefit Obligation and Funded Status)
(Details)
116: R100 Postretirement Benefit Plans (Summary of Amounts HTML 91K
Recognized in Financial Statements) (Details)
117: R101 Postretirement Benefit Plans (Rollforward of HTML 56K
Obligation) (Details)
118: R102 Postretirement Benefit Plans (Summary of Status of HTML 45K
Plans) (Details)
119: R103 Postretirement Benefit Plans (Components of HTML 94K
Pension Plans) (Details)
120: R104 Postretirement Benefit Plans (Amounts Recognized HTML 55K
in OCI) (Details)
121: R105 Postretirement Benefit Plans (Components of Net HTML 57K
Periodic Benefit Cost) (Details)
122: R106 Postretirement Benefit Plans (Discount Rates) HTML 59K
(Details)
123: R107 Postretirement Benefit Plans (Valuation HTML 42K
Assumptions) (Details)
124: R108 Postretirement Benefit Plans (Target Allocations) HTML 64K
(Details)
125: R109 Postretirement Benefit Plans (Fair Value of Plan HTML 96K
Assets) (Details)
126: R110 Postretirement Benefit Plans (Rollforward of Fair HTML 56K
Value Measurements) (Details)
127: R111 Postretirement Benefit Plans (Future Benefit HTML 55K
Payments) (Details)
128: R112 Postretirement Benefit Plans (Details Textual) HTML 139K
129: R113 Share-Based Compensation Plans (Stock Option HTML 85K
Activity) (Details)
130: R114 Share-Based Compensation Plans (Fair Value HTML 49K
Assumptions) (Details)
131: R115 Share-Based Compensation Plans (Restricted Stock HTML 61K
Unit Activity) (Details)
132: R116 Share-Based Compensation Plans (Performance Share HTML 76K
Activity) (Details)
133: R117 Share-Based Compensation Plans (Details Textual) HTML 88K
134: R118 Share-Based Compensation Plans (TSR Fair Value HTML 48K
Assumptions) (Details)
135: R119 Capital Stock (Details Textual) HTML 59K
136: R120 Capital Stock (Changes in Common Stock HTML 46K
Outstanding) (Details)
137: R121 Accumulated Other Comprehensive Loss (Details) HTML 108K
138: R122 Commitments and Contingencies (Rent Expense) HTML 39K
(Details)
139: R123 Commitments and Contingencies (Rollforward of HTML 46K
Warranties) (Details)
140: R124 Commitments and Contingencies (Details Textual) HTML 45K
141: R125 Related Party Transactions (Details) HTML 43K
142: R126 Segment and Geographic Data (Summary of Operating HTML 93K
Results by Segment) (Details)
143: R127 Segment and Geographic Data (Revenue by Segment) HTML 50K
(Details)
144: R128 Segment and Geographic Data (Assets by Segment HTML 53K
(Details)
145: R129 Segment and Geographic Data (Summary of Revenue HTML 61K
and Property, Plant and Equipment by Geographical
Location) (Details)
146: R130 Valuation and Qualifying Accounts (Details) HTML 46K
147: R131 Quarterly Financial Data (Unaudited) (Details) HTML 76K
149: XML IDEA XML File -- Filing Summary XML 291K
16: XML XBRL Instance -- xyl-20201231_htm XML 5.18M
148: EXCEL IDEA Workbook of Financial Reports XLSX 211K
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150: JSON XBRL Instance as JSON Data -- MetaLinks 675± 1.01M
151: ZIP XBRL Zipped Folder -- 0001524472-21-000008-xbrl Zip 678K
THIS AGREEMENT is made as of ________________ between Xylem Inc., an Indiana corporation (the “Corporation”), and ________________ (the “Indemnitee”).
WITNESSETH THAT:
WHEREAS, it is in the Corporation’s best interest to attract and retain capable directors;
WHEREAS,
both the Corporation and the Indemnitee recognize the increased risk of litigation and other claims being asserted against directors of public corporations in today’s environment;
WHEREAS, it is now and has always been the policy of the Corporation to indemnify the members of its Board of Directors so as to provide them with the maximum possible protection available in accordance with applicable law;
WHEREAS, Article 4 of the Corporation’s Amended and Restated By-laws (“By-laws”) and applicable law expressly recognize that the right of indemnification provided therein shall not be exclusive of any other rights to which any indemnified person may otherwise be entitled;
and
NOW, THEREFORE, the parties hereto agree as follows:
1.Indemnity. In consideration
of the Indemnitee’s agreement to serve or continue to serve as a Director of the Corporation, or, at the request of the Corporation, as a director, officer, employee, fiduciary or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, whether for profit or not, and including, without limitation, any employee benefit plan (a “Designated Director”), if Indemnitee was or is made or is threatened to be made a party to, or is otherwise involved in, as a witness or otherwise, any threatened, pending or completed investigation, claim, action, suit, arbitration, alternate dispute resolution mechanism or proceeding (brought in the right of the Corporation or otherwise), whether civil, criminal, administrative, investigative (including, without limitation, any internal corporate investigation) or otherwise, whether formal or informal, and including all appeals thereto (a “Proceeding”),
the Corporation hereby agrees to hold the Indemnitee harmless and to indemnify the Indemnitee to the fullest extent now or hereafter permitted by applicable law from and against any and all expenses (which term shall be broadly construed and include, without limitation, all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements, appeal bonds, and other out-of-pocket costs) (“Expenses”), judgments, fines, amounts paid in settlement (with such judgments, fines or amounts including, without limitation, all direct and indirect payments of any type or nature whatsoever, as well as any penalties or excise taxes assessed on a person with respect to an employee benefit plan), liabilities or losses actually and reasonably incurred by the Indemnitee by reason of the fact such person is or
was
a Director of the Corporation or a Designated Director, or by reason of any actual or alleged action or omission to act taken or omitted in any such capacity. Notwithstanding any other provision of this Agreement, no indemnification shall be paid to the Indemnitee with respect to a Proceeding, or part thereof, commenced voluntarily by the Indemnitee (including claims and counterclaims, whether such counterclaims are asserted by the Indemnitee, or the Corporation in a Proceeding commenced by the Indemnitee), except a Proceeding pursuant to Section 9 hereof to enforce or interpret this Agreement or a Proceeding commencing or continuing after a change in control (as defined in the By-laws), unless the Board of Directors of the Corporation determines that indemnification is appropriate.
2.Maintenance
of Insurance.
(a) Subject only to the provisions of Section 2(c) hereof, the Corporation hereby agrees that, so long as the Indemnitee shall continue to serve as a Director of the Corporation, and thereafter so long as the Indemnitee shall be entitled to indemnification hereunder, the Corporation will provide insurance coverage comparable to that presently provided and at least as favorable to Indemnitee as the insurance coverage provided to any other director or officer of the Corporation under the Corporation’s Directors’ and Officers’ Liability Insurance policies (the “insurance policies”) in effect at the date hereof.
(b) At the time the Corporation receives notice from Indemnitee, or is otherwise aware, of a Proceeding, the Corporation shall give prompt notice to the insurers in accordance with
the procedures set forth in the insurance policies. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such insurance policy.
(c) However, the Corporation shall not be required to maintain all or any of such insurance policies or comparable insurance coverage if, in the business judgment of the Board of Directors of the Corporation, (i) the premium cost for such insurance is substantially disproportionate to the amount of coverage, or (ii) the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance or (iii) such insurance is otherwise not reasonably available.
(d) In the event of any payment
by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy. Indemnitee 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 Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation.
(e) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise
actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.
3.Additional Indemnity. Subject only to the exclusions set forth in Section 4 hereof, the Corporation hereby further agrees to hold harmless and indemnify the Indemnitee:
(a) to the fullest extent provided under Article 4 of the Corporation’s By-laws as in effect at the date hereof; and
(b) to the extent permitted by applicable law, in the event the Corporation does not maintain in effect the insurance coverage
provided under Section 2 hereof, to the fullest extent of the coverage which would otherwise have been provided for the benefit of the Indemnitee pursuant to the insurance policies in effect at the date hereof.
4.Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation:
(a) except to the extent the aggregate of losses to be indemnified thereunder exceed the amount of such losses for which the Indemnitee is indemnified or insured pursuant to either Section 1 or 2 hereof;
(b) unless the Indemnitee’s conduct was in good faith and (i) in the case of conduct in the Indemnitee’s official capacity with the Corporation, the Indemnitee reasonably believed
his or her conduct was in the best interests of the Corporation, (ii) in all other cases, the Indemnitee reasonably believed his or her conducts conduct was at least not opposed to the Corporation’s best interests and (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful; or
(c) in respect of acts or omissions which involve intentional misconduct or a knowing violation of law by the Indemnitee.
5.Continuation of Indemnity. All agreements and obligations of the Corporation contained herein shall continue during the period the Indemnitee is a Director of the Corporation and shall continue thereafter so long as the Indemnitee
may be made or threatened to be made a party to, or be otherwise involved in, as a witness or otherwise, any Proceeding, by reason of the fact that the Indemnitee was a Director of the Corporation or a Designated Director, or by reason of any action alleged to have been taken or omitted in any such capacity.
6.Notification and Defense of Claim.
(a) Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Secretary of the Corporation in writing of the commencement thereof and shall provide the Secretary
with such documentation and information as is reasonably available to Indemnitee and reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification; but an omission to so promptly notify the Corporation will not relieve it from any liability which it may have to the Indemnitee (i) under this Agreement, except to the extent the Corporation is actually and materially prejudiced in its defense of such Proceeding or (ii) otherwise than under this Agreement, including, without limitation, its liability to indemnify the Indemnitee under the Corporation’s By-laws.
(b) With respect to any such Proceeding:
(1) the Corporation shall be entitled to participate therein at its own expense;
(2)
except as otherwise provided below, to the extent that it may wish, the Corporation jointly with any other indemnifying party shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume the defense thereof and approval by the Indemnitee of such counsel (which approval shall not be unreasonably withheld), the Corporation will not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee for separate counsel in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ its counsel in such Proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment
of such counsel by the Indemnitee has been authorized by the Corporation, (ii) the Indemnitee shall have reasonably concluded (with written notice to the Corporation setting forth the basis for such conclusion) that there may be a conflict of interest between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel shall be at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Corporation or as to which the Indemnitee shall have made the conclusion provided for in (ii) above; and
(3) the Corporation shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding
effected without the Corporation’s written consent. The Corporation shall
not settle any Proceeding in any manner that would impose any penalty, obligation or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold their consent to any proposed settlement.
(c) Except as otherwise required by applicable law, the determination of the Indemnitee’s entitlement to indemnification shall be made pursuant to and in accordance with the procedures set forth in the By-Laws in effect as of the date hereof, or any such procedures that may be more favorable
to the Indemnitee that are set forth in the By-Laws in effect on the date Indemnitee provides the Secretary notice of the request for indemnification.
7.Advancement and Repayment of Expenses. Upon receipt by the Corporation of a statement from the Indemnitee requesting advancement or repayment of any Expenses incurred in connection with any Proceeding involving the Indemnitee, all such Expenses shall be paid promptly (and in any event within twenty (20) days of receipt of such statement, which statement shall reasonably evidence the Expenses incurred or to be incurred) by the Corporation in advance of the final disposition of such Proceeding. The Indemnitee agrees that the Indemnitee will reimburse (without interest) the Corporation for all reasonable Expenses
advanced, paid or incurred by the Corporation on behalf of the Indemnitee in respect of a claim against the Corporation under this Agreement in the event and only to the extent that it shall be ultimately and finally determined that the Indemnitee is not entitled to be indemnified by the Corporation for such Expenses under the provisions of applicable law, the Corporation’s Articles of Incorporation or By-laws, this Agreement or otherwise. The Corporation’s obligations to advance Expenses under this Section 7 shall not be subject to any conditions or requirements not contained in this Section. Notwithstanding any other provision of this Agreement, no advancement or repayment of Expenses shall be made to the Indemnitee with respect to a Proceeding, or part thereof, commenced
voluntarily by the Indemnitee (including claims and counterclaims, whether such counterclaims are asserted by the Indemnitee, or the Corporation in a Proceeding commenced by the Indemnitee), except a Proceeding pursuant to Section 9 hereof to enforce or interpret this Agreement or a Proceeding commencing or continuing after a change in control (as defined in the By-laws), unless the Board of Directors of the Corporation determines that advancement or repayment is appropriate.
8.Nonexclusivity. The provisions for indemnification and advancement and reimbursement of expenses set forth in this Agreement shall not be deemed exclusive of any other rights which Indemnitee may have under any provision of law, in any court in which a proceeding is brought, the Corporation’s
Articles of Incorporation or By-laws, other agreements or otherwise, and Indemnitee’s rights hereunder shall inure to the benefit of the heirs, executors and administrators of Indemnitee. No amendment or alteration of the Corporation’s Articles of Incorporation or By-laws or another agreement shall adversely affect the rights provided to Indemnitee under this Agreement. To the extent that a change in Indiana or other law, whether by statute or judicial decision, permits greater indemnification or payment than would be afforded currently under the Corporation’s Articles
of Incorporation, By-laws or 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.
9.Enforcement. If a claim under this Agreement is not paid in full by the Corporation within 60 days after a written request for indemnification has been received by the Corporation or within 20 days after a written request for advance for reasonable expenses incurred has been received by the Corporation, the Indemnitee may at any time thereafter seek an adjudication of his or her entitlement to payment in accordance
with the procedures specified in the By-Laws to recover the unpaid amount of the claim and, if successful in whole or in part, the Indemnitee shall also be entitled to be indemnified for all expenses actually and reasonably incurred by the Indemnitee in connection with the prosecution of such claim. Nothing in this Section 9 is intended to limit the Corporation’s obligations with respect to the advancement or repayment of expenses to Indemnitee in connection with any such Proceeding instituted by Indemnitee to enforce or interpret this Agreement.
10.Severability. If any provision of this Agreement shall be held to be or shall, in fact, be invalid, inoperative or unenforceable as applied to any particular case or in any particular jurisdiction, for any reason, such
circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other distinguishable case or jurisdiction, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity, inoperability or unenforceability of any one or more phrases, sentences, clauses or Sections contained in this Agreement shall not affect any other remaining part of this Agreement.
11.Governing Law; Binding Effect; Amendment or Termination.
(a) This Agreement shall be governed by and interpreted in accordance with the laws of the State of Indiana.
(b) This Agreement shall be binding upon the Indemnitee
and upon the Corporation and its successors and assigns, and shall inure to the benefit of the Indemnitee and his or her heirs, personal representatives, executors and administrators, and to the benefit of the Corporation and its successors and assigns.
(c) This Agreement shall supersede and replace any prior indemnification agreements entered into by and between the Corporation and the Indemnitee and any such prior agreements shall be terminated upon execution of this Agreement.
(d) No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto.
[Signature Page Follows]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
