INDEMNIFICATION AGREEMENT
THIS
INDEMNIFICATION AGREEMENT (the “Agreement”) is made as
of this
day of
, 200 , by and between UCBH
Holdings, Inc., a Delaware corporation (the
“Corporation”), and
, an individual (“Indemnitee”).
A. The
Corporation and Indemnitee recognize that unforeseen litigation may
subject directors, officers and agents to costs and expenses.
B. The
Corporation desires to attract and retain the services of highly
qualified individuals, such as Indemnitee, to serve as directors,
officers and agents of the Corporation and to indemnify its
directors, officers and agents so as to provide them with the
maximum protection permitted by law.
In
consideration of the Recitals set forth above and the mutual
covenants and agreements set forth below, the Corporation and
Indemnitee do hereby agree as follows:
1.
Indemnification and Expense Advancement .
(a)
Proceedings Other than by Right of the Corporation . The
Corporation shall indemnify Indemnitee if Indemnitee was or is a
party or is threatened to be made a party to any proceeding (other
than an action by or in the right of the Corporation to procure a
judgment in its favor) by reason of the fact that Indemnitee is or
was an Agent (as defined in Section 1(i) below) of the Corporation,
against costs, expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with such
proceeding if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best
interests of the Corporation and, in the case of a criminal
proceeding, has no reasonable cause to believe the conduct of
Indemnitee 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 did not act in good faith and in a
manner which Indemnitee reasonably believed to be in the best
interests of the Corporation or that Indemnitee had reasonable
cause to believe that Indemnitee’s conduct was unlawful.
(b)
Proceedings By or in the Right of the Corporation . The
Corporation shall indemnify Indemnitee if Indemnitee was or is a
party or is threatened to be made a party to any threatened,
pending or completed action by or in the right of the Corporation
to procure a judgment in its favor by reason of the fact that
Indemnitee is or was an Agent of the Corporation, against expenses
actually and reasonably incurred by Indemnitee in connection with
the defense or settlement of such action if Indemnitee acted in
good faith, in a manner Indemnitee believed
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to be in or not opposed to the best interests
of the Corporation and its stockholders; except that no
indemnification shall be made under this Section 1(b) for any of
the following:
(i) In
respect of any claim, issue or matter as to which Indemnitee shall
have been adjudged to be liable to the Corporation in the
performance of Indemnitee’s duty to the Corporation and its
stockholders, unless and only to the extent that the court in which
such proceeding is or was pending or the Delaware Court of Chancery
shall determine upon application that, in view of all the
circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnity for the expenses which such court shall
determine;
(ii) Of
amounts paid in settling or otherwise disposing of a pending action
without court approval; or
(iii) Of
expenses incurred in defending a pending action which is settled or
otherwise disposed of without court approval.
(c)
Determination of Right of Indemnification . Any
indemnification under Sections 1(a) and (b) shall be made by
the Corporation only if authorized in the specific case, upon a
determination that indemnification of Indemnitee is proper in the
circumstances because Indemnitee has met the applicable standard of
conduct set forth above in Sections 1(a) and (b) by any of the
following:
(i) A
majority vote of a quorum of the Corporation’s board of
directors consisting of directors who are not parties to such
proceeding; or
(ii) If
such a quorum of directors is not obtainable, by independent legal
counsel in a written opinion; or
(iii) Approval
of the stockholders by the affirmative vote of a majority of the
shares entitled to vote represented at a duly held meeting at which
a quorum is present or by the written consent of stockholders as
provided in the Bylaws, with the shares owned by the person to be
indemnified not being entitled to vote thereon; or
(iv) By
the court in which such proceeding is or was pending upon
application made by the Corporation or its Agent or attorney or
other person rendering services in connection with the defense,
whether or not such application by the Agent, attorney or other
person is opposed by the Corporation.
(d)
Advances of Expenses . Expenses (including reasonable
attorneys’ and experts’ fees), costs, and charges
incurred in defending any proceeding shall be advanced promptly by
the Corporation prior to the final disposition of such proceeding
upon receipt of a written undertaking by or on behalf of Indemnitee
to repay such amount unless it shall be determined ultimately that
Indemnitee is entitled to be indemnified as authorized in this
Section 1. The form of such undertaking shall be substantially
similar to Exhibit A hereto.
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(e)
Indemnification Against Expenses of Successful Party .
Notwithstanding the other provisions of this Section 1, to the
extent that Indemnitee has been successful on the merits in a
defense of any proceeding, claim, issue or matter referred to in
Sections 1(a) and (b), Indemnitee shall be indemnified against all
expenses actually and reasonably incurred by Indemnitee in
connection therewith.
(f)
Right of Indemnitee to Indemnification Upon Application;
Procedure Upon Application . Any indemnification provided for
in Sections 1(a), (b) or (e) shall be made no later
than ninety (90) days after the Corporation is given notice of
request by Indemnitee, provided that any indemnification under
Sections 1(a) and (b) is authorized pursuant to Section 1(c).
Any such request for indemnification must be made within ninety
(90) days of the final adjudication, dismissal, or settlement
of the matter for which Indemnitee seeks indemnification, unless an
appeal is filed, in which case the request may be made within
ninety (90) days after the appeal is resolved (hereafter
referred to as “Final Disposition”). Upon such notice,
if a quorum of directors who were not parties to the action, suit,
or proceeding giving rise to indemnification is obtainable, the
Corporation shall within two (2) weeks call a Board of
Directors meeting to be held within four (4) weeks of such
notice, to make a determination as to whether Indemnitee has met
the applicable standard of conduct. Otherwise, if a quorum
consisting of directors who were not parties in the relevant
action, suit, or proceeding is not obtainable, the Corporation
shall retain (at the Corporation’s expense) indepen
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