This excerpt taken from the LEG 10-Q filed May 8, 2009.
Entry into Indemnification Agreements
On May 7, 2009, the Company entered into certain Indemnification Agreements with its non-director executive officers, and its newly elected Board member, Robert E. Brunner, as disclosed below. The executive officers include: Jack D. Crusa, David M. DeSonier, Joseph D. Downes, Jr., Matthew C. Flanigan, Paul R. Hauser, Ernest C. Jett, John G. Moore, Dennis S. Park and William S. Weil. Substantially similar agreements are already in place with the Companys directors. The form of the Indemnification Agreement was approved by the Companys shareholders on May 7, 1986.
Pursuant to the agreements, the Company has agreed to indemnify and hold harmless each executive officer against all expenses (including attorneys fees), judgements, fines and amounts paid in settlement to the fullest extent permitted or authorized by applicable law. For this purpose, applicable law generally means Section 351.355 of the General and Business Corporation Law of the State of Missouri, including any amendments since May 7, 1986, but only to the extent such amendment permits the Company to provide broader indemnification rights. In addition, the Company has agreed to further indemnify and hold harmless each executive officer who was or is a party or is threatened to be made party to any proceeding, including any proceeding by or in the right of the Company, by reason of the fact that the person is or was a director, officer, employee or agent of the Company, or is or was serving at the request or on the behalf of the Company as a director, officer, employee or agent of another enterprise or by reason of anything done or not done by him in any such capacities.
However, under these agreements, the Company will not provide indemnification: (i) for amounts indemnified by the Company outside of the agreement or paid pursuant to insurance; (ii) in respect of remuneration paid to executive officer if determined finally that such remuneration was in violation of law; (iii) on account of any suit for any accounting of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934 or similar provisions of any federal, state or local law; (iv) on account of the executive officers conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; or (v) if a final adjudication shall determine that such indemnification is not lawful.
The Indemnification Agreements require the Company to purchase and maintain certain director and officer insurance (D&O insurance) for the benefit of the executive officers. Also, at the request of the executive officer, the Company is obligated to advance to the executive expenses (including attorneys fees) in defending any proceeding. However, if it is determined that the executive is not entitled to be indemnified, the executive must repay the Company all amounts advanced, or the appropriate portion thereof.
The disclosure above is only a brief description of the Indemnification Agreements and is qualified in its entirety by the Form of Indemnification Agreement which is attached as Exhibit 10.11 to the Companys Form 10-K filed on March 28, 2002, and is incorporated herein by reference. Because the Indemnification Agreements were entered into within four business days of the filing of this Form 10-Q the disclosure is being made hereunder rather than under Item 1.01 of Form 8-K.