§17.103 PROXY STATEMENTS : STRATEGY & FORMS
© 1995 Jefren Publishing Company, Inc 17-103F
EXHIBIT A
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT is made this ________ day of
________________________________, 19_____________, by and between HOLIDAY RV SUPERSTORES,
INC. a Florida Corporation (the "Company"), and
__________________________________________________________________________(the Indemnitee").
Preliminary Statements A. The Company desires to retain the services of the Indemnitee as a director, officer, employee and/or
agent of the Company.
B. Section 607.0850 of the Florida Business Corporation Act (the "Florida Statute") provides a non-
exclusive statutory basis for the indemnification of directors, officers, employees and agents of a Florida
corporation and authorizes agreements between the Company and its directors, officers, em ployees and agents
with respect to indemnification of such individuals.
C. Recent developments with respect to the terms and availability of direct ors and officers insurance
("D&O Insurance") have raised questions concerning the adequacy and reliability of the protect ion afforded to
officers and directors by D&O Insurance.
D. Highly competent persons are becoming more reluctant to serve or to continue to serve publ icly held
corporations as directors or in other capacities unless they are provided with adequate prot ection through
insurance and/or adequate indemnification against claims and actions against t hem arising out of their service
to and activities on behalf of such corporations.
E. It is reasonable, prudent and necessary for the Company contractually to obligate i tself to indemnify
such persons so that they will serve or continue to serve the Company free from undue concern that they will
not be so indemnified, and the Indemnitee is willing to serve, continue to serve and to take on additional service
for
or on behalf of the Company on the condition that he be so indemnified.
Agreement
In order to induce the Indemnitee to serve or to continue to serve as a director, officer, employee and/or agent
of the Company and/or a subsidiary of the Company, the Company has determined and agreed to e nter into this
agreement with the Indemnitee, and the Company and the Indemnitee agree as follows:
1.Indemnification of Indemnitee. The Company hereby agrees to hold harmless and indemnify the
Indemnitee to the fullest extent authorized or permitted by the provisions of the Florida Statute, or by any
amendment thereof or other statutory provision authorizing or permitting such indemnification a dopted after
the date hereof that has the effect of broadening (but not narrowing) the scope of indemnific ation provided
under the Florida Statute as it exists as of the date hereof.
2.Additional Indemnification. In addition to any other indemnification to which the Indemnitee
may be entitled pursuant to the Florida Statute, the Company's Articles of Incorporation (the "Articles") or
Bylaws (the "Bylaws"), or otherwise, and subject only to the limitation set forth in Section 3 hereof, the
Company hereby further agrees to hold harmless and indemnify the Indemnitee against any and a ll costs and
expenses (including trial, appellate and other attorneys' fees), judgements, fines, pena lties and amounts paid in
settlement, actually and reasonably incurred by the Indemnitee in connection with any threatened, pending or
completed claim, action, suit or proceeding, whether civil, criminal, administrat ive or investigative (including
an action by or in the right of the Company or a corporation, partnership, joint venture, trust, em ployee benefit
plan or other enterprise or by or in the right of any other person) to which the Indemnitee is, was or at any time
becomes a party, or is threatened to be made a party, by reason of the fact that t he Indemnitee is, was or at any
INDEMNIFICATION§17.103
February 1995 17-103G
time becomes a director, officer, employee or agent of the Company, or is or was serving or at any time serves
at the request of the Company as a director, officer, employee or agent of another corporati on, partnership, joint
venture, trust, employee benefit plan or other enterprise. Notwithstanding any other provision of t his
Agreement, the Company shall pay and reimburse all expenses incurred by Indemnitee in c onnection with his
appearance as a witness or other participation in a proceeding at a time when he is not a named defendant or
respondent in the proceeding.
§17.103 PROXY STATEMENTS : STRATEGY & FORMS
© 1995 Jefren Publishing Company, Inc 17-103H
3.Limitations on Additional Indemnification. No indemnification pursuant to Section 2 hereof
shall be paid by the Company if a judgment (after exhaustion of all appeals) or other final adjudication
determines that the Indemnitee's actions, or omissions to act, were material to the cause of action so adjudicated
and constitute:
(a) a violation of criminal law, unless the Indemnitee had reasonable cause to be lieve his conduct was
lawful; or had no reasonable cause to believe his conduct was unlawful;
(b) a transaction from which the Indemnitee received an improper personal benefit within the meaning
of Section 607.0850(7)(b) of the Florida Statute;
(c) in the case of a director, a circumstance under which the liability provisions of Se ction 607.0834 of
the Florida Business Corporation Act are applicable; or
(d) willful misconduct or a conscious disregard for the best interests of the Company in a proc eeding
by or in the right of the Company to procure a judgment in its favor or in a proceeding by or i n the right of a
shareholder of the Company.
4.Disbursement/Repayment of Expenses. In addition to the prompt payment of any indemnification
to which the indemnitee may be entitled, upon the demand of the Indemnitee, the C ompany shall promptly (and
in any event within five (5) business days after written demand therefor) advance to or reim burse the
Indemnitee for all reasonable expenses (including, without limitation, trial, appella te and other attorneys' fees,
court costs, judgments, fines, penalties, amounts paid in settlement and other payment s) that the Indemnitee
may incur in responding to, investigating, defending, settling or appealing any claim, action, suit or proceeding
for which it reasonably appears that the Indemnitee may be entitled to indemnifica tion from the Company,
either pursuant to this Agreement, the Florida Statute, the Articles, the Bylaws or otherwise. The Indemnitee
agrees to reimburse the Company for all such expenses in the event, and only to the e xtent, that it shall be
ultimately determined that the Indemnitee is not entitled to be indemnifi ed by the Company for such expenses
under the provisions of Section 3 of this Agreement. Such undertaking to reimburse the Company for amount s
advanced if it is ultimately determined that the Indemnitee is not enti tled to be indemnified by the Company is
an unlimited general, unsecured and interest-free obligation of the Indemnitee.
5.Indemnification Procedures.
(a) Payment/Determination of Indemnification. Upon any request from the Indemnitee for
indemnification from the Company, whether pursuant to this Agreement, the Florida Statute , the Articles, the
Bylaws or otherwise, the Company shall promptly pay the full amount of such requested indemni fication. If the
Company's Board of Directors (the "Board") reasonably believes that all or any portion of such inde mnification
pursuant to this Agreement is prohibited by Section 3 hereof, the Company shall in any event promptly pay the
amount of such indemnification, if any, that may reasonably then be paid and shall prompt ly make or cause to
be made a determination (the "Determination") of whether the payment of the balanc e is limited by Section 3
hereof. Such Determination shall be made in the following order or preference:
(i) by the Board of Directors by majority vote or consent of a quorum consisting of directors who
are not, at the time of the Determination, named parties to such action, suit or proceeding ("Disinterested
Directors"); or
(ii) if such a quorum of Disinterested Directors cannot be obtained by majority vote or consent of
a committee duly designated by the Board (in which designation all directors, whethe r or not
Disinterested Directors, may participate) consisting solely of two or more Disinterested Directors; or
(iii) if such a committee cannot be established, by the opinion of independent outside legal
counsel employed by the Company; or
(iv) if such legal opinion cannot be obtained, by a majority vote or consent of a quorum of
shareholders who are not parties to such action, suit or proceedings or, if not such quorum is obtainabl e,
by a majority vote of such shareholders.
(b) Presumptions and Effect of Certain Proceedings. In making a Determination with respect to
entitlement to indemnification hereunder, the person or persons or entity making the De termination shall
INDEMNIFICATION§17.103
February 1995 17-103I
presume that Indemnitee is entitled to indemnification under this Agreement and the Company shall have the
burden of proof to overcome that presumption in connection with the making by any person, persons or enti ty
of any Determination contrary to that presumption. The termination of any claim, action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent , shall not, of itself,
be determinative of or create a presumption that the Indemnitee is not entitle d to indemnification or
reimbursement of expenses hereunder or otherwise. (c) Reliance as Safe Harbor. For purposes of any Determination hereunder, the Indemnitee shall be
deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company; or with respect to any criminal action or proceeding, to ha ve had reasonable cause to
believe his conduct was lawful, or no reasonable cause to believe his conduct was unla wful; if his action is
based on information, opinions, reports, or statements, including financial statements and othe r financial data,
prepared or presented by one or more officers or employees of the Company whom the Director reasonabl y
believes to be reliable and competent in such matters presented; legal counsel , public accountants, or other
persons as to matters the Director reasonably believes are within the persons' professional or expert
competence; or a committee of the Board of Directors of which he is not a mem ber if the Director reasonably
believes the committee merits confidence. The term "another enterprise" as used in this Section 5(c) shall mean
any other corporation or any parternship, joint venture, trust, employee benefit plan or other e nterprise of which
the Indemnitee is or was serving at the request of the Company as a director, office r, partner, trustee, employee
or agent. The provisions of this Section 5(c) shall not be deemed to be exclusive or to limit in any way the other
circumstances in which the Indemnitee may be deemed to have met the appl icable standard of conduct set forth
herein.
(d) Success on Merits or Otherwise. Notwithstanding any other provision of this Agreement, to the
extent that the Indemnitee has been successful on the merits or otherwise in defense of any action, suit or
proceeding described herein, or in defense of any claim, issue or matter therein, he sha ll be indemnified against
all costs and expenses (including trial, appellate and other attorneys' fees) act ually and reasonably incurred by
him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Section
5(d), the term "successful on the merits or otherwise" shall include, but not be limited to, (i) any termination,
withdrawal, or dismissal (with or without prejudice) of any claim, action, suit or proce eding against the
Indemnitee without any express finding of liability or guilt against him, (ii) the expi ration of 90 days after the
making of any claim or threat of an action, suit or proceeding without the institut ion of the same and without
any promise of payment made to induce a settlement, or (iii) the settlement of any action, suit or proceeding
pursuant to which the Indemnitee pays less than $15,000 in settlement.
(e) Partial Indemnification or Reimbursement. If the Indemnitee is entitled under any provision of
this Agreement to indemnification and/or reimbursement by the Company for some or a portion of the costs
and expenses (including trial, appellate and other attorneys' fees) judgments, fines, pena lties or amounts paid in
settlement by the Indemnitee in connection with the investigation, defense, settle ment or appeal of any action
specified herein, but not, however, for the total amount thereof, the Company shall neverthe less indemnify
and/or reimburse the Indemnitee for the portion thereof to which the Indemnitee is enti tled. The party or parties
making the Determination shall determine the portion (if less than all) of such claims, damages, expenses
(including trial, appellate and other attorneys' fees), judgments, fines or amounts paid in settlement for which
the Indemnitee is entitled to indemnification and/or reimbursement under this Agreement.
(f) Costs. All costs of making any Determination required by this Section 5 shall be borne solely
by the Company, including, but not limited to, the costs of legal counsel, proxy solicita tions and judicial
determinations. The Company shall also be solely responsible for paying (i) all reasonable expenses incurred by
the Indemnitee to enforce this Agreement including trial, appellate and other at torneys' fees and costs; and (ii)
all costs of defending any suits or proceedings challenging payments to the Indemnit ee under this Agreement
including trial, appellate and other attorneys' fees and costs.
(g) Timing of the Determination. The Company shall use its best efforts to make the Determination
contemplated by this Section 5 promptly, but in all events within the following time periods:
(i) if the Determination is to be made by the Board or a committee thereof, such Determination
shall be made not later than 30 days after a written request for a Determination (a "Request") is delivered
to the Company by the Indemnitee;
(ii) if the Determination is to be made by the Company's outside independent legal counsel, such
§17.103 PROXY STATEMENTS : STRATEGY & FORMS
© 1995 Jefren Publishing Company, Inc 17-103J
Determination shall be made not later than 30 days after a Request is delivered to the Company by the
Indemnitee; and
(iii) if the Determination is to be made by the Company's shareholders, such Determinat ion shall
be made not later than 90 days after a Request is delivered to the Company by the Indemnitee.
The failure to make a Determination within the above-specified time period shall constitute a Dete rmination
that full indemnification is not limited or prohibited by Section 3 hereof.
(h) Shareholder Vote on Determination. In connection with each meeting at which a Shareholder
Determination will be made, the Company shall solicit proxies that expressly incl ude a proposal to indemnify
or reimburse the Indemnitee. Subject to the fiduciary duties of its members under applica ble law, the Board will
not recommend against indemnification or reimbursement in any proxy statement relati ng to the proposal to
indemnify or reimburse the Indemnitee.
(i) Right of Indemnitee to Appeal an Adverse Determination by Board or Committee. If a
Determination is made by the Board or a committee thereof that all or any port ion of a request for
indemnification pursuant to this Agreement is prohibited by Section 3 hereof, then upon the written request of
the Indemnitee, the Company shall cause a new Determination to be made by the Company's shareholders at
the next regular or special meeting of shareholders. Such Determination by the Company's sha reholders shah be
binding and conclusive for all purposes of this Agreement, but shall not preclude the Indemnitee from seeking
court-ordered indemnification or reimbursement pursuant to any provision of the Florida Statutes or otherwise.
(j) Right of Indemnitee to Select Forum for Indemnification. If at any time subsequent to the date
of this Agreement, "Continuing Directors" (as defined below) do not constitute a majority of t he members of
the Board, or there is otherwise a change in control of the Company (as contemplated by Item 403(c) of
Securities and Exchange Commission Regulation SK), then upon the request of the Indemnitee , the Company
shall cause the Determination required by this Section 5 to be made by special l egal counsel designated by the
Indemnitee and approved by the Board (which approval shall not be unreasonably withheld), which counsel
shall be deemed to satisfy the requirements of Section 5(a) (iii) hereof. If none of the legal counsel selected by
the Indemnitee are willing and/or able to made the Determination, then the Company shall cause the
Determination to be made by a majority vote or consent of a Board committee consisting solely of Continuing
Directors. For purposes of this Agreement, a "Continuing Director" means either a member of the Board at the
date of this Agreement or a person nominated to serve as a member of the Board by a majority of the then
Continuing Directors.
(k) Access by the Indemnitee to Determination. The Company shall afford to the Indemnitee and
his representative ample opportunity to present evidence of the facts upon which the Inde mnitee relies for
indemnification or reimbursement, together with other information relating to any reque sted Determination.
The Company shall also afford the Indemnitee the reasonable opportunity to include such evide nce and
information in any Company proxy statement relating to a Shareholder Determination.
6. Contribution.(a) If the indemnification provided in Sections 1 and 2 hereof is unavailable and ma y not be paid to the
Indemnitee for any reason other than those set forth in Section 3 hereof, then in respe ct of any threatened,
pending or completed action, suit or proceeding in which the Company is jointly liable with the Indemnitee (or
would be if joined in such action, suit or proceeding), the Company shall contribute to the amount of expenses,
judgments, fines and settlements paid or payable by the Indemnitee in such proportion as is appropriate to
reflect (i) the relative benefits received by the Company on the one hand and the Indemnitee on the other hand
from the transaction from which such action, suit or proceeding arose, and (ii) the relat ive fault of the Company
on the one hand and of the Indemnitee on the other in connection with the events that resulted in such expenses,
judgments, fines or settlement amounts, as well as any other relevant equitable consi derations. The relative
fault of the Company on the one hand and of the Indemnitee on the other shall be determ ined by reference to,
among other things, the parties' relative intent, knowledge, access to information and opportunity to correct or
prevent the circumstances resulting in such expenses, judgments, fines or settlement amount s. The Company
agrees that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro
rata allocation or any other method of allocation that does not take into account the foregoing equitable
considerations.
INDEMNIFICATION§17.103
February 1995 17-103K
(b) The determination as to the amount of the contribution, if any, shall be made by:
(i) a court of competent jurisdiction upon the application of both the Indemnitee and t he
Company (if an action or suit had been brought in, and final determination had been re ndered by such
court;
(ii) the Board by a majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding; or
(iii) outside independent legal counsel of the Company, if a quorum is not obtainable for purpose
of (ii) above, or, even if obtainable, a quorum of Disinterested Directors so directs.
7 . Notification and Defense of Claim. Promptly after receipt of notice of the commencement of
any action, suit or proceeding, the Indemnitee will, if a claim in respect t hereof is to be made against the
Company under this Agreement, notify the Company of the commencement thereof, but the om ission to so
notify the Company will not relieve the Company from any liability that it ma y have to the Indemnitee
otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which the
Indemnitee so notifies the Company:
(a) The Company will be entitled to participate therein at its own expense.
(b) Except as otherwise provided below, the Company may assume the defense thereof, with counse l
satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of it s election to assume the
defense, the Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses
subsequently incurred by the Indemnitee in connection with the defense thereof, other than reasonable costs of
investigation or as otherwise provided below. The Indemnitee shall have the right to em ploy his counsel in such
action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of
its assumption of the defense thereof shall be at the expense of the Indemnitee unle ss: (i) the employment of
counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee sha ll have reasonably
concluded that there may be a conflict of interest between the Company and the Inde mnitee in the conduct of
the defense of such action; or (iii) the Company shall not in fact have employed counsel to assume the defense
of such action, in each of which cases the fees and expenses of the Indemnitee's c ounsel shall be at the expense
of the Company. The Company shall not be entitled to assume the defense of any act ion, suit or proceeding
brought by or on behalf of the Company or as to which the Indemnitee shall have come to the conclusion
provided for in (ii) above; and
(c) The Company shall not be liable to indemnify the Indemnitee under this Agreeme nt for any
amounts paid in settlement of any action or claim effected without its wri tten consent. The Company shah not
settle any action or claim in any manner that would impose any penalty or l imitation on the Indemnitee without
the Indemnitee's written consent. Neither the Company nor the Indemnitee will unrea sonably withhold its or his
consent to any proposed settlement.
8. Liability Insurance. So long as the Indemnitee shall continue to serve as a director or officer of
the Company (or shall continue at the request of the Company to serve as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise), the Company will use its best efforts to
purchase and maintain in effect for the benefit of the Indemnitee one or more vali d, binding and enforceable
policy or policies of D&O Insurance providing coverage within limits determined by the Boa rd in its sole
discretion. Notwithstanding the foregoing, the Company shah not be required to purchase or maint ain such
insurance policy if, in the sole discretion of the Board (i) such insurance is not re asonably available; (ii) the
premium cost for such insurance is disproportionate to the amount of coverage; or (iii) the c overage provided
by such insurance is so limited by exclusions that there is insufficient benefit from such insurance.
9. Disclosure of Payments. Except as expressly required by law, neither party shall disclose any
payments under this Agreement unless prior approval of the other party is obtained. Any payments t o the
Indemnitee that must be disclosed shall, unless otherwise required by law, be described only in Company proxy
or information statements relating to special and/or annual meetings of the Company's sha reholders, and the
Company shall afford the Indemnitee the reasonable opportunity to review all such discl osures and, if
requested, to explain in such statement any mitigating circumstances regarding the events reported.
§17.103 PROXY STATEMENTS : STRATEGY & FORMS
© 1995 Jefren Publishing Company, Inc 17-103L
10. Covenant Not to Sue; Limitation of Actions and Release of Claims. No legal action shall be
brought and no cause of action shall be asserted by or on behalf of the Company (or any of its subsidia ries)
against the Indemnitee, his spouse, heirs, personal representatives, successors or assigns after the expiration of
2 years from the date the Indemnitee ceases (for any reason) to serve as either a director, officer, employee or
agent of the Company, and any claim or cause of action of the Company (or any of its subsidiaries) shall be
extinguished and deemed released unless asserted by the filing of a legal action within such 2-year period.
11. Continuation of Obligations. All agreements and obligations of the Company contained herein
shall continue during the period the Indemnitee is a director, officer, employee or agent of the Company (or is
serving at the request of the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise), and shall continue thereafter for so long as the Indemnitee
shall be subject to any possible claim or threatened, pending or completed action, sui t or proceeding, whether
civil, criminal or investigative, by reason of the fact that the Indemnitee was a n officer or director of the
Company or serving in any other capacity referred to herein, whether or not the Indemnitee has ceased to serve
in any such capacity due to his resignation, removal by vote of directors or shareholders, term ination, death,
disability or otherwise.
12. Enforcement.
(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed
the obligations imposed on it hereby in order to induce the Indemnitee to serve or to c ontinue to serve as a
director, officer, employee and/or agent of the Company and/or a subsidiary of the Company, and
acknowledges that the Indemnitee is relying upon this Agreement in agreeing to serve or to continue to service
in such capacity.
INDEMNIFICATION§17.103
February 1995 17-103M
(b) In the event the Indemnitee is required to bring any action to enforce his rights as to collect monies
due under this Agreement and is successful in such action, the Company shall reimburse the Inde mnitee for all
of the Indemnitee's reasonable fees and expenses in bringing and pursuing such action, including rea sonable
attorneys' fees (including trial, appellate and other attorneys' fees), court costs and other related expenses.
13. Miscellanous.
(a) Cooperation and Intent. The Company shall cooperate in good faith with the Indemnitee and use
its best efforts to ensure that the Indemnitee is indemnified and/or reimbursed for expe nses as described herein
to the fullest extent permitted under the provisions of this Agreement.
(b) Nonexclusivity; Subrogation; Entire Agreement. The rights of indemnification and
reimbursement provided in this Agreement shall be in addition to any rights by which the Indemnitee may
otherwise be entitled by the Florida Statute, the Articles, the Bylaws, a vote of t he Company's shareholders, or
otherwise. In the event of any payment under this Agreement, the Company shall be subrogated t o the extent of
such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take
all action necessary to secure such rights, including the execution of such documents a s are necessary to enable
the Company to bring suit to enforce such rights. The Company shall not be liable under thi s Agreement to
make any payment of amounts otherwise indemnifiable hereunder if and to the extent t hat the Indemnitee has
otherwise actually received such payment under any insurance policy, contract, agreement or otherwise. This
Agreement constitutes the entire agreement between the Company and the Indemnit ee with respect to the
subject matter hereof and supersedes all prior agreements, understandings, negotiations and di scussions, both
written and oral, between the parties hereto with respect to such subject matter (the "Prior Agreements");
provided, however, that if this Agreement shall ever be held void or unenforceable for any reasons wha tsoever,
and is not reformed pursuant to Section 13(d) hereof, then (i) this Agreement shall not be deem ed to have
superseded any Prior Agreements; (ii) all of such Prior Agreements shall be deemed to be in full force and
effect notwithstanding the execution of this Agreement; and (iii) the Indemnitee sha ll be entitled to maximum
indemnification benefits provided under the Florida Statute, the Articles, the Bylaws, a vote of Company's
shareholders, or any Prior Agreements.
(c) Effective Date. The provisions of this Agreement shall cover claims, actions, suits, and
proceedings whether now pending or hereafter commenced and shall be retroactive to cover a cts or omissions
or alleged acts or omissions that heretofore have taken place.
(d) Severability; Reformation. Each of the provisions of this Agreement is a separate and distinct
agreement and independent of the others, so that if any provision hereof shall be held to be invalid or
unenforceable in whole or in part for any reason, such invalidity or unenforceability shall not affect the validity
or enforceability of the other provisions hereof. In the event that all or any portion of this Agreement is ever
held void or unenforceable by a court of competent jurisdiction, then the parties hereto he reby expressly
authorize such court to modify any provision(s) held void or unenforceable to the extent, and only t o the extent,
necessary to render it valid and enforceable.
(e) Notices. All notices, requests, demands and other communications hereunder shall be in writing
and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom
said notice or other communiction is directed, or (ii) mailed by certified or regist ered mail, postage prepaid, on
the third business day after the date on which it is so mailed:
If to the Indemnitee: To the address set forth on the signature page hereof.
If to the Company: Holiday RV Superstores, Inc. 7851 Greenbriar Parkway
Orlando, Florida 32819
Attn: Secretary
or to such other address as may have been furnished by either party to the other. (f) Amendments or Modification. This Agreement may not be amended or modified in any way
except by a written instrument executed by all of the parties.
(g) Governing Law. This Agreement shall be governed by, interpreted and enforced in accordance
§17.103 PROXY STATEMENTS : STRATEGY & FORMS
© 1995 Jefren Publishing Company, Inc 17-103N
with the laws of the State of Florida, without given effect to the principles of conflicts of law thereof.]
(h) Successors and Assigns. This Agreement shall be binding, upon the Indemnitee
and the Company, its successors and assigns, and shall inure to the benefit of the Indem nitee, his
heirs, personal representatives, successors, and assigns and to the benefit of the Company, its
successors and assigns.
(i) Identical Counterparts. This agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original but all of which
together shall constitute one and the same agreement. Only one such counterpart signed by the
party against whom enforceability is sought needs to be produced to evidence the existence of
this Agreement.
(j) Headings. The headings of this sections of this Agreement are inserted for
convenience only and shall not be deemed to constitute part of this Agreement or t o affect the
construction thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of
the day and year first above written.
THE COMPANY;
HOLIDAY RV SUPERSTORES, INC.
By: ___________________________________________________
THE INDEMNITEE: _______________________________________________________
Address: _______________________________________________
_______________________________________________
