Exhibit 10.1
DIRECTOR INDEMNIFICATION
AGREEMENT
This DIRECTOR INDEMNIFICATION
AGREEMENT (this “Agreement”) is made this
day of
, by and between UNITED SECURITY BANCSHARES, INC. , a
Delaware corporation (the “Company”), and
, a member of the Company’s Board of Directors
(“Indemnitee”).
RECITALS
WHEREAS , it is essential to the Company to retain and
attract the most competent and experienced persons available to
serve as members of the Company’s Board of Directors;
and
WHEREAS , there is a general awareness that competent
and experienced persons are becoming more reluctant to serve as
directors of a corporation unless they are protected by
comprehensive insurance or indemnification, especially since
shareholder and derivative lawsuits against publicly-held
corporations, including their directors and officers, for
line-of-duty decisions and actions have increased in number in
recent years for damages in amounts that have no reasonable or
logical relationship to the amount of compensation received by the
directors and officers from the corporation; and
WHEREAS , plaintiffs often seek damages in such large
amounts and the costs of litigation may be so substantial (whether
or not the case is meritorious) that the defense and/or settlement
of such litigation is often beyond the personal resources of
directors and officers; and
WHEREAS , it is now and has always been the express
policy of the Company, as set forth in the Company’s
Certificate of Incorporation, to indemnify and hold harmless its
directors and officers so as to provide them with the maximum
possible protection authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (the
“DGCL”), as specifically provided in Section 145
of the DGCL; and
WHEREAS , in connection with its commitment to indemnify
and hold harmless its directors and officers, the Company has
purchased and presently maintains a policy or policies of Directors
and Officers Liability Insurance (“D&O Insurance”)
covering certain liabilities that may be incurred by the directors
and officers of the Company in the performance of their services
for the Company; and
WHEREAS , recent developments with respect to the terms
and ongoing availability of D&O Insurance and uncertainty with
respect to the application, amendment and enforcement of statutory
indemnification provisions, as well as those found in the
Company’s Certificate of Incorporation, generally have caused
concern of the Company regarding the adequacy and reliability of
the protection afforded to the Company’s directors and
officers thereby; and
WHEREAS , the Company has concluded that, to retain and
attract the most competent and experienced persons available to
serve as members of the Company’s Board of Directors and to
encourage such individuals to take the business risks necessary for
the success of the Company, it is necessary for the Company to
contractually indemnify its directors and to assume for itself the
maximum liability for expenses and damages incurred in connection
with claims against such directors in connection with their service
to the Company and has further concluded that the failure to
provide such contractual indemnification could result in great harm
to the Company and its shareholders; and
WHEREAS , Section 145 of the DGCL and the
Company’s Certificate of Incorporation each contemplate that
agreements may be entered into between the Company and its
directors with respect to indemnification; and
WHEREAS , the Company desires and has requested
Indemnitee to serve or continue to serve as a director of the
Company free from undue concern for claims for damages arising out
of or related to service to the Company as a member of the Board of
Directors; and
WHEREAS , Indemnitee is willing to serve, or to continue
to serve, the Company, provided that he is furnished the
indemnification provided for herein.
AGREEMENT
NOW, THEREFORE
, in consideration of
Indemnitee’s service as a director as of and after the date
hereof, the parties hereto agree as follows:
1. Agreement to
Serve . Indemnitee
agrees to serve as a director of the Company for so long as he is
duly elected or appointed in accordance with the applicable
provisions of the Company’s current Certificate of
Incorporation and Bylaws or until the resignation, removal,
permanent disability or death of Indemnitee.
2. Definitions
. As used in this
Agreement:
(a) The term
“Proceeding” shall include any threatened, pending or
completed action, suit or proceeding, whether brought by or in the
right of the Company or otherwise, and whether of a civil,
criminal, administrative or investigative nature, in which
Indemnitee is or was a party, is threatened to be made a party or
is or was a witness by reason of the fact that Indemnitee is or was
a director of the Company (or any subsidiary of the Company) or is
or was serving at the request of the Company as a director,
officer, employee, agent or fiduciary of another Company,
partnership, joint venture, trust or other enterprise.
(b) The term “Expenses”
shall include, without limitation, expenses of investigation
(including fees of expert witnesses, professional advisers and
private investigators), judicial or administrative proceedings or
appeals, amounts paid in settlement by or on behalf of Indemnitee,
attorneys’ fees and disbursements and any expenses of
establishing a right to indemnification under this Agreement, but
shall not include amounts of judgments, fines or penalties against
Indemnitee.
(c) References to “other
enterprises” shall include employee benefit plans; references
to “fines” shall include any excise taxes assessed on
Indemnitee with respect to any employee benefit plan; references to
“serving at the request of the Company” shall include
any service as a director, officer, employee or agent of the
Company that imposes duties on, or involves services by, such
director, officer, employee, agent or fiduciary with respect to an
employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner he reasonably
believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have
acted in a manner “not opposed to the best
interest