Second Form of OReilly Automotive, Inc. Director Indemnification Agreement
Exhibit 10.1 – Second Form of Director Indemnification Agreement
This Indemnification Agreement (this “Agreement”) is made and entered into this ____ day of ____, 2020 between O'Reilly Automotive, Inc., a Missouri corporation (the “Company”), and [INSERT BOARD MEMBER NAME] (“Indemnitee”), a director of the Company.
WHEREAS, Indemnitee serves or has been nominated to serve on the Company’s board of directors (the “Board”) and agrees, on the condition that Indemnitee be so indemnified, to continue to serve or to serve as a director of the Company and in such capacity will render services to the Company;
WHEREAS, the Company is aware that because of the increased exposure to litigation subjecting directors to expensive litigation risks, talented and experienced persons are increasingly reluctant to serve or continue to serve as directors and officers of corporations unless they are appropriately indemnified;
WHEREAS, the Company is also aware that statutes and judicial decisions regarding the duties of directors and officers are often difficult to apply, ambiguous or conflicting and therefore fail to provide directors with adequate guidance regarding the proper course of action;
WHEREAS, the Company desires to attract and retain the services of highly experienced and capable individuals, such as Indemnitee, to serve as directors of the Company and to indemnify its directors so as to provide them with the maximum protection permitted by law;
WHEREAS, the Company believes that it is reasonable, prudent, fair, proper and necessary to protect the Company’s directors from the risk of judgments, fines, settlements and other expenses that may occur as a result of their service to the Company;
WHEREAS, in recognition of Indemnitee’s reliance on the provisions of the Amended and Restated Bylaws of the Company (the "Bylaws") that require indemnification of Indemnitee to the fullest extent permitted by law, and in part to provide Indemnitee with specific contractual assurance that the protection promised by such Bylaws will be available to Indemnitee (regardless of, among other things, any amendment to or revocation of such Bylaws or any change in the composition of the Company’s Board or acquisition transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of, and the advancement of expenses to, Indemnitee to the fullest extent, whether partial or complete, permitted by law and as set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Indemnitee, intending to be legally bound, hereby agree as follows:
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above-written.
O'REILLY AUTOMOTIVE, INC.
233 South Patterson
Springfield, Missouri 65802
Attention: General Counsel
Facsimile: (417) 829-5861
AGREED TO AND ACCEPTED:INDEMNITEE: