TMCnet News
ACTUATE CORP FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits(Edgar Glimpses Via Acquire Media NewsEdge) Item 1.01 Entry into a Material Definitive Agreement. On, November 6, 2014, the Company's Board of Directors amended the form of indemnification agreement to be entered into with each of the Company's directors and officers and authorized the Company to enter into a new indemnification agreement on the amended form with each director and officer. The material changes from the previous form of indemnification agreement are to: (a) provide for indemnification to the fullest extent not prohibited by Delaware law rather than specifying the currently applicable standards under Delaware law; (b) clarify that expenses are to be advanced in connection with proceedings covered by the agreement unless it is determined that the indemnitee is not entitled to indemnification under the agreement and applicable law; (c) confirm that the Company can assume the defense of any proceeding in which the Company is obligated to advance expenses; (d) confirm the Company has the obligation to use reasonable efforts to maintain director and officer insurance including coverage for a six-year tail period following a change of control; and (e) add certain carve-outs to circumstances under which the company is not obligated to provide indemnification; and (f) require that certain litigation be brought in Delaware. The foregoing description of the form of Indemnification Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the form of Indemnification Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Form of Indemnification Agreement -------------------------------------------------------------------------------- |