Indemnity Agreement between Taylor Capital Group, Inc. and the Taylor Family
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Summary
This agreement, dated February 12, 1997, is between Taylor Capital Group, Inc. (TCG) and members of the Taylor Family. TCG agrees to indemnify and hold harmless the Taylor Family for certain liabilities and expenses arising from specific sections of a prior Share Exchange Agreement, except in cases of the Taylor Family's knowing or reckless breach. TCG will also advance legal expenses related to covered proceedings, with repayment required if indemnification is ultimately denied. The agreement is effective upon the closing of the related transaction and outlines procedures for amendments, notices, and assignment.
EX-10.19 24 c69715ex10-19.txt EX-10.19 INDEMNITY AGREEMENT EXHIBIT 10.19 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT is entered into as of February 12, 1997, by and among Taylor Capital Group, Inc. ("TCG") and those certain persons listed on Schedule A hereof (the "Taylor Family") and represented by the members of the Taylor Family shown on the signature page hereof, for the purposes described below. RECITALS WHEREAS, the Taylor Family and Cole Taylor Financial Group, Inc. ("CTFG") entered into an Amended and Restated Share Exchange Agreement dated as of June 12, 1996 (the "Share Exchange Agreement"); WHEREAS, pursuant to Section 7(c) of the Share Exchange Agreement, the Taylor Family has formed TCG; and WHEREAS, TCG desires to indemnify the Taylor Family for certain liabilities under the Share Exchange Agreement; NOW THEREFORE, the parties agree as follows: 1. DEFINITIONS. For purposes of this Agreement: (a) "PROCEEDING" means any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing, or any other proceeding, pending, threatened or completed, whether civil, criminal, administrative or investigative, in which a Taylor Family member is a party or threatened to be a party: (i) arising, caused by, or as a result of a breach by TCG of the Section 7(c) Agreement dated _________, 1996 between TCG and CTFG; and/or (ii) arising from or relating to the following sections of the Share Exchange Agreement: Section 3 Section 5.2(a) (last two sentences only) Section 5.2(b) (last two sentences only) Section 10(g)(i) (first sentence only), 10(g)(ii)(other than a breach of 10(g)(ii)(x)) Section 10(h) Section 10(j) (second sentence only) Section 10(n)(iii) Section 15(a) (other than Section 15(a)(i)) Section 16 Section 17 (b) "CLOSING" means the closing of the transactions contemplated by the Share Exchange Agreement. (c) "EXPENSES" means all reasonable attorneys' fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding. (d) "LIABILITIES" means any judgments, fines, penalties, or similar payments or amounts paid or incurred by a Taylor Family member in connection with any Proceeding, amounts paid or incurred by a Taylor Family member or on a Taylor Family member's behalf in settlement of any Proceeding, and all Expenses. 2. INDEMNIFICATION. TCG shall hold harmless and indemnify each member of the Taylor Family against all Liabilities and advance to each Taylor Family member all Expenses to the fullest extent permitted by law; provided, however, that TCG shall have no obligation to indemnify or hold harmless any member of the Taylor Family from any Liability caused by such Taylor Family member's knowing or reckless breach of any representation, warranty or covenant contained in the Share Exchange Agreement. 3. ADVANCEMENT OF EXPENSES. Notwithstanding anything to the contrary in this Agreement, TCG shall advance all Expenses incurred by or on behalf of a Taylor Family member in connection with any Proceeding within five (5) days after the receipt by TCG of a statement from such Taylor Family member requesting the advance from time to time, whether prior to or after final disposition of the Proceeding. Each statement shall reasonably evidence the Expenses incurred by such Taylor Family member. Each Taylor Family member hereby undertakes to repay promptly any Expenses advanced if it shall ultimately be determined that such Taylor Family member is not entitled to be indemnified against such Expenses. Any advances and the undertaking to repay pursuant to this Section 3 shall be unsecured and, until thirty (30) days after the date on which it is determined that such Taylor Family member is not entitled to be so indemnified, interest free. 4. EXPENSES UNDER THIS AGREEMENT. Notwithstanding any other provision in this Agreement to the contrary, TCG shall indemnify each Taylor Family member against all expenses incurred by such Taylor Family member against all Expenses incurred by such Taylor Family member in connection with any action between the TCG and such Taylor Family member involving the interpretation or enforcement of the rights of such Taylor Family member under this Agreement. 5. GENERAL PROVISIONS. -2- 5.1 EFFECTIVE DATE. This Agreement shall be effective upon the Closing, and shall be of no force and effect until the Closing. 5.2 AMENDMENTS AND WAIVER. No amendment, waiver or consent with respect to any provision of this Agreement shall in any event be effective, unless the same shall be in writing and signed by the parties hereto, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 5.3 NON-EXCLUSIVITY. The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which a Taylor Family member may at any time be entitled under applicable law, the articles of incorporation or bylaws of any corporation, any other agreement, a vote of shareholders, a resolution of directors, or otherwise. 5.4 SUBROGATION. In the event of any payment under this Agreement, TCG shall be subrogated to the extent of such payment to all of the rights of recovery of each Taylor Family member, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable TCG to bring suit to enforce such rights. 5.5 NO DUPLICATIVE PAYMENT. TCG shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that a Taylor Family member has otherwise actually received such payment under any insurance policy, contract, agreement, or otherwise. 5.6 NOTICES. All notices, requests, consents, demands and other communications hereunder must be in writing. 5.7 COUNTERPARTS. This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 5.8 SUCCESSORS AND ASSIGNS. This Agreement, and the rights and obligations of the parties hereunder, shall inure to and be binding on the parties hereto and their respective successors and assigns. TCG may not assign any rights, benefits, duties or obligations under this Agreement, without the prior written consent of the Taylor Family. 5.9 ENTIRE AGREEMENT. This Agreement and the documents referred to herein contain the entire agreement and understanding among the parties with respect to the transactions contemplated hereby and supersede all other agreements, understandings and undertakings among the parties on the subject matter hereof. -3- 5.10 SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid or unenforceable for any reason whatsoever: (a) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision or provisions held invalid or unenforceable. 5.11 GOVERNING LAW. This Agreement shall be construed, enforced and interpreted in accordance with the substantive laws of the State of Delaware applicable to contracts made and to be performed wholly within said State. 5.12 NO THIRD PARTY RIGHTS. This Agreement does not create any rights, claims or benefits inuring to any person that is not a party hereto nor create or establish any third-party beneficiary hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. TAYLOR CAPITAL GROUP, INC. By: ---------------------------- Name: -------------------------- Title: ------------------------- "TAYLOR FAMILY" REPRESENTATIVES ------------------------------- Sidney J. Taylor ------------------------------- Jeffrey W. Taylor ------------------------------- Bruce W. Taylor ------------------------------- Iris Taylor -4- EXHIBIT A TAYLOR FAMILY Directly Owned Shares
Indirectly Owned Shares
A-1
