Appendix AFORM OF
INDEMNITY AGREEMENT
T HIS INDEMNITY AGREEMENT dated as of __________ __, 1988, is made by and between
F INANCIAL CORPORATION OF SANTA BARBARA , a Delaware corporation (the “Company”), and
__________, a _________________ of the Company (the “Indemnitee”).
RECITALS
A. The Company and the Indemnitee recognize the increasing difficulty in obtaini ng
directors’ and officers’ liability insurance, the significant increases in the cost of such insurance
and the general reductions in the coverage of such insurance;
B. The Company and the Indemnitee recognize the substantial increase in corporate
litigation in general, subjecting directors and officers to expensive litigation risks at the same
time as the availability and coverage of liability insurance has been severely limited;
C. Based upon their experience as business managers, the Board of Directors of the
Company (the “Board”) has concluded that, to retain and attract talented and expe rienced
individuals to serve as officers and directors of the Company and its Subsidiaries (as tha t term is
defined in Section 1.5), it is necessary for the Company contractually to indemnify its officers
and directors and the officers and directors of its Subsidiaries with respect to claim s against such
officers and directors in connection with their service to the Company and its Subsidiarie s, and
that the failure to provide such contractual indemnification could result in great ha rm to the
Company and its Subsidiaries and the Company’s stockholders;
D. Section 145 of the General Corporation Law of Delaware, under which the
Company is organized (“Section 145”), empowers the Company to indemnify its officers,
directors, employees and agents by agreement and to indemnify persons who serve, at the re quest
of the Company, as the directors, officers, employees or agents of other corporations or
enterprises, and expressly provides that the indemnification provided by Section 145 is not
exclusive;
E. The Company, after reasonable investigation prior to the date hereof, has
determined that the liability insurance coverage available to the Company and its Subsidiaries is
inadequate and/or unreasonably expensive and that the Indemnitee and other directors and
officers of the Company may not be willing to continue to serve as directors and officers without
additional protection;
F. The Company desires and has requested the Indemnitee to serve or continue to
serve as a director or officer of the Company and/or one or more Subsidiaries; and
G. The Indemnitee is willing to serve, or to continue to serve, the Company and/or
one or more Subsidiaries, provided that he is furnished the indemnity provided for herein.
AGREEMENT
N OW , T HEREFORE , based upon the foregoing premises and in consideration of the mutual
covenants contained herein, the parties hereto hereby agree as follows:
1. Definitions. 1.1Agent.For the purposes of this Agreement, “Agent” means any person who is a
director, officer, employee or other agent of the Company or a Subsidiary; or is serving at the
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request of, for the convenience of, or to represent the interests of the Company or a Subsidiary as
a director, officer, employee or agent of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise; or was a director, officer, employee or agent of a foreign
or domestic corporation which was a predecessor corporation of the Company or a Subsidiary, or
was a director, officer, employee or agent of another enterprise at the request of, for the
convenience of, or to represent the interests of such predecessor corporation.
1.2Expenses. For purposes of this Agreement, “Expenses” includes all direct
costs (including, without limitation, all attorneys’ fees and related disbursements and other out-
of-pocket costs) actually and reasonably incurred by the Indemnitee in connection with the
investigation, defense or appeal of a Proceeding, as that term is defined in Section 1.4, or
establishing or enforcing a right to indemnification under this Agreement; provided, however,
that “Expenses” shall not include any judgments, fines, ERISA excise taxes or penalti es or
amounts paid in settlement of a Proceeding, or prepaid retainers for attorneys or other
professionals engaged by or on behalf of the Indemnitee.
1.3Liability. For purposes of this Agreement, “Liability” or “Liabilities,”
includes any judgment, fine, ERISA excise tax or penalty or any amount paid, with the
Company’s written consent, in settlement of a Proceeding.
1.4Proceeding. For the purposes of this Agreement, “Proceeding” means any
threatened, pending, or completed action, suit or other proceeding, whether civil, crimi nal,
administrative, investigative or any other type whatsoever.
1.5Subsidiary. For purposes of this Agreement, “Subsidiary” means any
corporation of which 100% of the outstanding voting securities is owned directly by the
Company.
2. Agreement to Serve. The Indemnitee agrees to serve and/or continue to serve as
an Agent, at the Company’s will (or under separate written agreement approved by the Board, if
such agreement exists), in the capacity the Indemnitee currently serves as an Age nt, as long as he
is duly appointed or elected and qualified in accordance with the applicable provi sions of the
Bylaws of the Company or any Subsidiary or until such time as he tenders his resignation in
writing or is removed in accordance with the Bylaws; provided, however, that nothing containe d
in this Agreement is intended to or shall create any right (express or implied) to conti nued
employment by the Indemnitee.
3. Maintenance of Liability Insurance. 3.1Maintenance of Insurance. As long as the Indemnitee shall continue to serve as
an Agent and thereafter as long as the Indemnitee shall be subject to any possible Proc eeding by
reason of the fact that the Indemnitee was an Agent, the Company, subject to Sect ion 3.3, shall
promptly obtain and/or maintain ~
in full force and effect directors’ and officers’ liability
insurance (“D&O Insurance”) in reasonable amounts from established and reputable insurers.
3.2Indemnitee Named as Insured. In all policies of D&O Insurance, the Indemnitee
shall be named as an insured in such a manner as to provide the Indemnitee the same rights and
benefits as are accorded to the Company’s most favorably insured directors, if the Indem nitee is
a director; or to the Company’s most favorably insured officers, if the Indemnitee is an officer
but not a director of the Company; or to the Company’s most favorably insured key employees,
if the Indemnitee is a key employee but not an officer or director of the Company.
3.3Unavailability of Satisfactory Coverage. Notwithstanding the foregoing, the
Company shall have no obligation to obtain or maintain D&O Insurance if the Company
determines in good faith that such insurance is not reasonably available, the premium costs for
such insurance are disproportionate to the amount of coverage provided, the coverage provided
by such insurance is limited by exclusions so as to provide an insufficient benefit, or the
Indemnitee is covered by similar insurance maintained by a Subsidiary.
4. Mandatory Indemnification. 4.1Third Party Actions. The Company shall indemnify the Indemnitee when the
Indemnitee is a party or is threatened to be made a party to any Proceeding (othe r than an action
by or in the right of the Company) by reason of the fact that he is or was an Agent, or by reason
of anything done or not done by him in any such capacity, against any and all Expenses and
Liabilities of any type whatsoever actually and reasonably incurred by him in c onnection with
the investigation, defense, settlement or appeal of that Proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of the C ompany,
and, with respect to any criminal action or proceeding, had no reasonable cause to be lieve his
conduct was unlawful. The termination of any Proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not create a presumpt ion that
the Indemnitee did not satisfy the foregoing standard of conduct.
4.2Proceedings by or in the Right of the Company. The Company shall
indemnify the Indemnitee when the Indemnitee is a party or is threatened to be ma de a party to
any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of
the fact that he is or was an Agent, or by reason of anything done or not done by him in any such
capacity, against any amounts paid in settlement of any such proceeding and all expenses
actually and reasonably incurred by him connection with the investigation, defense, settl ement or
appeal of that Proceeding if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Company; except that no indemnification under this
subsection shall be made in respect of any claim, issue or matter as to which suc h person shall
have been finally adjudged to be liable to the Company by a court of competent juri sdiction in
the performance of his duty to the Company unless and only to the extent that the Court of
Chancery or the court in which such Proceeding was brought shall determine, upon application,
that, despite the adjudication of Liability, but in view of all the circumst ances of the case, such
person is fairly and reasonably entitled to indemnity for such amounts which the Court of
Chancery or such other court shall deem proper.
4.3Expenses or Liabilities Paid by D&O Insurance or the Trust. Notwithstanding
the foregoing, the Company shall not be obligated to indemnify the Indemnitee for Expense s or
Liabilities of any type whatsoever which have been paid directly to, or for the bene fit of, the
Indemnitee by D&O Insurance or out of the trust described in Section 9 hereof.
5. Partial Indemnification. If the Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for a part, but not the total amount of any
Expenses or Liabilities of any type whatsoever incurred by him in the investigation, defense,
settlement or appeal of a Proceeding, the Company shall indemnify the Indemnitee only for such
amount to which the Indemnitee is entitled as indemnification hereunder.
6. Mandatory Advancement of Expenses. Subject to Sections 7 and 10 hereof, the
Company shall advance all Expenses incurred by the Indemnitee in connection with t he
investigation, defense, settlement or appeal of any Proceeding to which the Indemnitee is a party
or is threatened to be made a party by reason of the fact that the Indemnitee is or was an Agent,
or in connection with any action brought by the Indemnitee to establish or enforce a right to
indemnification under this Agreement pursuant to Section 8 hereof, in advance of the final
disposition thereof. Indemnitee hereby undertakes to repay all such amounts advanced only i f,
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and to the extent that, it shall ultimately be determined pursuant to Section 8 hereof that the
Indemnitee is not entitled to be indemnified by the Company. The advances to be m ade
hereunder shall be paid by the Company to or for the benefit of the Indemnitee within 20 da ys
following delivery of a written request therefor, accompanied by true and complete copies of
invoices therefor, by the Indemnitee to the Company.
7. Notice and Other Indemnification Procedures. 7.1Notice to the Company. Promptly after receipt by the Indemnitee of notice of
the commencement or the threatened commencement of any Proceeding, the Indemni tee shall
notify the Company of such commencement or threatened commencement. The Indemnitee shall
also provide the Company such information and cooperation as the Company from time to time
may reasonably request and as shall reasonably be within the Indemnitee’s power to provide.
The Company shall have no obligation to indemnify the Indemnitee under this Agreement if the
Indemnitee’s delay or failure to provide prompt notice, information or cooperation as required
under this Section 7.1 results in a material impairment of the Company’s abilit y to defend the
Proceeding or in the loss of coverage under any applicable insurance policy.
7.2Notice to Insurance Carriers. If the Company has any applicable insurance policy
in effect at the time it receives notice pursuant to Section 7.1 of the comm encement or threatened
commencement of a Proceeding, the Company shall give prompt notice thereof to the insure r(s)
in accordance with the procedures set forth in the respective policies. The Company shal l
thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the
Indenmitee, all amounts payable as a result of such Proceeding in accordance with the terms of
such policies.
7.3Choice of Counsel. In the event the Company shall be obligated to advance the
Expenses of any Proceeding against the Indemnitee, the Company shall be entitled, i n lieu
thereof, to assume the defense of such proceeding upon the delivery to the Indemnitee of writte n
notice of the Company’s election to do so, which notice shall contain the name, addre ss and
phone number of counsel engaged by the Company to handle such defense and confirmation that
the Company has undertaken to pay that counsel’s reasonable fees and expenses therefor. Afte r
delivery of such notice, the Company shall not be liable to the Indemnitee under t his Agreement
for any fees or expenses of counsel for the Indemnitee (other than the counsel engaged by the
Company) subsequently incurred by the Indemnitee with respect to the same Proceeding;
provided that the fees and expenses of such counsel for the Indemnitee shall be at the expense of
the Company if (A) the employment of separate counsel by the Indemnitee has been pre viously
authorized by the Company, or (B) the Indemnitee shall have reasonably concluded, and eithe r
the Company shall have agreed, or independent counsel (as defined herein) shall have
determined, that there may be a conflict of interest between the Company and t he Indemnitee in
the conduct of any such defense; and further provided, however, that, the Indemnitee’s counsel
shall have been approved by any carrier of an applicable insurance policy if required under the
terms of that policy. As used in this Section 7.3, “independent counsel” shall mean c ounsel
selected and compensated by the Company, and reasonably approved by the Indemnitee, to
determine whether a conflict of interest may exist, which counsel shall not repre sent the
Company, the Indemnitee, or any other party to the Proceeding for which indemnification is
sought. Independent counsel shall be selected promptly following notice from the Indemnitee t o
the Company of the Indemnitee’s belief that a conflict of interest may exist. Not hing herein shall
limit the right of the Indemnitee to employ counsel at the Indemnitee’s sole expense.
8. Determination of Right to Indemnification. 8.1Successful Defense. To the extent the Indemnitee has been successful on the
merits or otherwise in defense of any Proceeding referred to in Sections 4.1 or 4.2 hereof or in
the defense of any claim, issue or matter described therein, the Company shall inde mnify the
Indemnitee against Expenses actually and reasonably incurred by him in connection with the
investigation, defense or appeal of such Proceeding in accordance with Section 6 hereof.
8.2Satisfaction of Standard of Conduct. In the event that Section 8.1 is inapplicable,
(i) indemnification under Section 4.1 hereof shall be made by the Company only upon a
determination in accordance with this Section 8 that the Indemnitee is entitl ed to indemnification
hereunder, and (ii) indemnification under Section 4.2 shall be made, if at all, i n accordance with
the procedure set forth in Section 4.2. If the Indemnitee believes, upon the disposition of any
Proceeding described in Section 4.1 (whether by judgment, settlement or otherwise), that the
Indemnitee is entitled to indemnification pursuant to this Agreement, the Indem nitee shall make
written demand therefor upon the Company. The Company shall indemnify the Indemnitee in
accordance with such demand unless, within 45 days after receipt of the lndemnitee ’s demand,
the Company notifies the Indemnitee that it has determined that the Indemnite e has not met the
applicable standard of conduct required to entitle the Indemnitee to such indemnific ation (the
“Notice of Denial”). The Notice of Denial shall set forth, in reasonable detai l, the basis for such
determination by the Company and the name of counsel selected by the Board pursuant to
Section 8.3.2 hereof.
8.3Forum for Determination of Satisfaction of Standard of Conduct. Provided the
Indemnitee notifies the Company of his choice of forum within 30 days after the receipt of a
Notice of Denial, the Indemnitee shall be entitled to select one of the foll owing forums to
determine whether he met the applicable standard of conduct specified in Secti on 4.1 and is
therefore entitled to indemnification under this Agreement:
8.3.1Quorum of Disinterested Directors. A vote of a majority of a quorum
(more than 50 percent) of the Board consisting of directors who are not parties to the
Proceeding for which indemnification is being sought, based upon written submissions by
the Company and the Indemnitee and, if the Indemnitee or directors so request, an ora l
presentation by the Indemnitee and by such other persons as such directors may request;
provided that the Indemnitee shall not have the right to be present during such directors’
deliberations nor during presentations made to such directors by any person other than
the Indemnitee;
8.3.2Counsel. Legal counsel selected by the Board (other than counsel to any
party to the Proceeding for which indemnification is sought), and reasonably approved by
the Indemnitee, which counsel shall make such determination in a written opinion based
upon written submissions by the Company and the Indemnitee and responses to such
questions as that counsel may have in such form as that counsel may request;
8.3.3Arbitration Panel. A majority vote of a panel of three arbitrators, one
of whom is selected by the Company, another of whom is selected by the Indemnitee and
the last of whom is selected by the first two arbitrators so selected, which arbitra tion shall
be conducted in accordance with the rules of the American Arbitration Association and
such rules of procedure as may be established by the panel; or
8.3.4Court of Chancery or Other Court. The Court of Chancery of Delaware
or the court in which the Proceeding is or was pending, in accordance with such rules of
procedure as may be applicable to or established by that court. 8.4 Submission to Forum. As soon as practicable, and in no event later than 30 days
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after the Indemnitee’s written notice to the Company of the Indemnitee’s choice of forum
pursuant to Section 8.3 above, the Company shall, at its expense, submit to the select ed forum its
claim that the Indemnitee is not entitled to indemnification, and the Compa ny shall act in good
faith to provide the Indemnitee an adequate opportunity to defend against that cla im. A
presumption shall exist that the Indemnitee is entitled to indemnification here under, and the
Company shall indemnify the Indemnitee unless the Company shall prove to the select ed forum,
by a preponderance of the evidence, that the Indemnitee has not met the applicable standard of
conduct required to entitle the Indemnitee to such indemnification. The decision of t he selected
forum shall constitute a binding and final adjudication between the Company and the Indemnitee
as to the Indemnitee’s right to indemnification under Section 4.1 of this Agreement.
8.5Expenses of Determination. Notwithstanding any other provision in this
Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses
incurred by the Indemnitee in connection with any hearing or proceeding under this Section 8
involving the Indemnitee and against all Expenses incurred by the Indemnitee in connecti on with
any other Proceeding between the Company and the Indemnitee involving the interpretation or
enforcement of the rights of the Indemnitee under this Agreement unless the Company shall be
deemed the prevailing party in any such proceeding.
9. Indemnification Trust Agreement. In order to secure the obligations of the
Company to advance to the Indemnitee certain amounts under Section 6 hereof, the Com pany
shall establish within 90 days after the date of execution of this Agreement a trust fund
substantially on the terms set forth in the trust attached as Exhibit A (the “T rust”) naming the
Indemnitee as a beneficiary (in addition to all other directors, officers and other age nts with
whom the Company enters into Indemnity Agreements, whether before, on, or after the date
hereof). The Indemnitee shall not seek any amount from the Trust (i) unless entitled t o an
advance of Expenses pursuant to this Agreement and (ii) unless and until the Indemnitee has
made demand for payment of Expenses pursuant to Section 6 hereof and, after 20 days, the
Company has failed to advance such Expenses. The Indemnities shall not be entitled to receive a
reimbursement or advance from the Trust for a liability or other amount not expressly cove red by
Section 6 hereof.
10. Exceptions. Notwithstanding any other provision herein to the contrary, the
Company shall not be obligated pursuant to the terms of this Agreement:
10.1Claims Initiated by the Indemnitee. To indemnify or advance Expenses to the
Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the
Indemnitee and not by way of defense, except with respect to proceedings brough to establish or
enforce a right to indemnification under this Agreement; or
10.2The Company Prevails in Action to Enforce or Interpret Agreement. To
indemnify the Indemnitee for any Expenses incurred by the Indemnitee with respect to any
proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if the Company is
deemed to be the prevailing party in such proceeding; or
10.3Unauthorized Settlements. To indemnify the Indemnitee for any amounts paid
in settlement of a Proceeding unless the Company expressly consents in writing to such
settlement; or
10.4Claims Under Section 16(b). To indemnify the Indemnitee for Expenses and
Liabilities, including without limitation the disgorgement of profits, arising from the purchase
and sale by the Indemnitee of securities in violation of Section 16(b) of the Securitie s Exchange
Act of 1934, as amended, or any similar or successor statute; or
10.5Failure to Settle Proceeding. To indemnify the Indemnitee for Liabilities in
excess of the total amount at which settlement reasonably could have been made, or for any
Expenses incurred by the Indemnitee following the time such settlement reasonably could have
been effected, if the Indemnitee shall have unreasonably delayed, refused or failed to enter into a
settlement of any proceeding (or investigation or appeal thereof) recommended in good faith, in
writing, by the Company.
11. No Restriction of Other Indemnification Rights. The Company shall not adopt
any amendment to its Certificate of Incorporation or Bylaws, the effect of which would be to
deny, diminish or encumber the Indemnitee’s rights to indemnity pursuant to the Certific ate of
Incorporation, the Bylaws, the Delaware General Corporation Law or any other applicable la w as
applied to any act or failure to act occurring in whole or in part prior to the da te (the “Effective
Date”) upon which the amendment was approved by the Board or the stockholders of the
Company, as the case may be. Any such amendment shall apply only to acts or failures to act
occurring entirely after the Effective Date thereof, unless the Indemnitee shall have voted in
favor of the amendment as a director or holder of record of the Company’s common stock, as the
case may be.
12. Merger or Consolidation. In the event that the Company shall be a constituent
corporation in a merger, consolidation or other reorganization, the Company, if it shall not be the
surviving, resulting or acquiring corporation therein, shall require, as a condition thereto, that the
surviving, resulting, or acquiring corporation agree to indemnify the Indemnitee to the full extent
provided in this Agreement and to adopt and assume the Company’s obligations under this
Agreement. Whether or not the Company is the surviving, resulting or acquiring corporation in
any such transaction, the Indemnitee shall also stand in the same position under this Agreement
as he would have with respect to the Company if its separate existence had continued.
13. Non-exclusivity. The provisions for indemnification and advancement of
expenses set forth in this Agreement shall not be deemed exclusive of any other rights which the
Indemnitee may have under any provision of law, the Company’s Certificate of Incorporation or
Bylaws, the vote of the Company’s stockholders or disinterested directors, other agreements, or
otherwise, whether as to actions in his official capacity or actions in another capa city while
occupying his position as an Agent. The Indemnitee’s rights hereunder shall continue after t he
Indemnitee has ceased acting as an Agent and shall inure to the benefit of the successors, heirs,
executors, administrators, estates, legal representatives and assigns of the Indemnitee.
14. Interpretation of Agreement. It is understood that the parties hereto intend this
Agreement to be interpreted and enforced so as to provide indemnification to the Indemnit ee to
the fullest extent now or hereafter permitted by law; provided, however, that no change in any
applicable law, statute or rule which has the effect of narrowing the right of a Delawa re
corporation to indemnify any Agent shall, unless otherwise required thereby, affect this
Agreement or the parties’ rights or obligations hereunder.
15. Headings. Descriptive headings in this Agreement are solely for convenience and
shall not control or affect the construction or interpretation of any provision herein.
16. Severability. If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever, (i) the validity, legality and
enforceability of the remaining provisions of the Agreement (including without limitation, all
portions of any paragraphs of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that are not themselves invalid, illegal or unenforcea ble) shall not in any
way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions of this
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Agreement (including, without limitation, all portions of any paragraph of this Agreement
containing any such provision held to be invalid, illegal or unenforceable, that are not themselves
invalid, illegal or unenforceable) shall be construed so as to give effect to the i ntent manifested
by the provision held invalid, illegal or unenforceable and to give effect to Section 14 hereof.
17. Modification and Waiver. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver
of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provision hereof (whether or not similar) nor shall such waiver constitute a continuing
waiver.
18. Successors and Assigns. The terms of this Agreement shall bind, and shall
inure to the benefit of, the successors, heirs, executors, administrators, estates, legal
representatives and assigns of the parties hereto; provided, however, that the Indemnitee may not
delegate his duties hereunder; and provided further, that no assignment shall obligate the
Company to provide any indemnification with respect to the actions or failures to act of any
person other than the Indemnitee specifically named herein.
19. Notices. All notices, requests, demands, waivers and other communications
required or permitted to be given under this Agreement shall be in writing and shall be deemed
to have been given when delivered personally or two business days after being deposited in the
U.S. mail, certified or registered, return receipt requested with postage prepaid, a nd addressed to
the party to whom such notice, request, demand, waiver or other communication is to be given as
follows, or at such other address as either party shall designate by notice to the other party
pursuant to this section:
The Company: Financial Corporation of Santa Barbara 3908 State Street
Santa Barbara, California 93105
Attention: Chief Executive Officer
Indemnitee: _______________________________ _____________________________________________________________________________________________
20. Governing Law. This Agreement shall be governed exclusively by and
construed in accordance with the laws of the State of Delaware, as applied to cont racts between
Delaware residents entered into and to be performed entirely within Delaware.
21. Consent to Jurisdiction. Except as expressly provided in Section 8 hereof, the
Company and the Indemnitee each hereby irrevocably consent to the jurisdiction of the c ourts of
the State of Delaware for all purposes in connection with any action or proceeding whi ch arises
out of or relates to this Agreement and agree that any action instituted under t his Agreement shall
be brought only in the state courts of the State of Delaware.
22. Counterparts. This Agreement may be executed in two or more counterparts, and
by each party on separate counterparts, each of which counterparts shall be deemed an ori ginal,
but all of which counterparts taken together shall be one and the same document.
23. Public Policy Determinations. The Company and the Indemnitee acknowledge
that, in certain circumstances, federal law or applicable public policy may prohibit the Company
from indemnifying the Indemnitee under this Agreement or otherwise. The Indemnitee
understands and acknowledges that the Company has undertaken, and may in the future be
required to undertake, with the Securities and Exchange Commission to submit the questi on of
the Company’s right under public policy to indemnify the Indemnitee to a court of appropriate
jurisdiction under certain circumstances, unless, in the opinion of counsel, such matter has been
settled by controlling precedent, and that such determination shall be binding on the Company
and the Indemnitee.
The parties hereto have entered into this Indemnity Agreement effective as of the date
first above written.
FINANCIAL CORPORATION OF SANTA BARBARA
By: __________________________________
Its: _______________________________
INDEMNITEE :
_____________________________________
EXHIBIT “A”
[Directors and Officers Indemnity Trust.]
[See Appendix B to Proxy Statement.]
