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| ADY > SEC Filings for ADY > Form 8-K on 10-Dec-2012 | All Recent SEC Filings |
10-Dec-2012
Entry into a Material Definitive Agreement, Financial Statements and Exhi
On December 5, 2012, the Board of Directors of Feihe International, Inc. (the "Company") approved a form of indemnification agreement (the "Indemnification Agreement") for its directors. The Company expects to enter into Indemnification Agreements with each of its directors.
The Indemnification Agreement provides that if a director was, is or is threatened to be, made a party to, or is otherwise involved in, a proceeding by reason of being a director of the Company, then the Company will (i) indemnify the director against all expenses, liability or loss to the fullest extent permitted by Utah law, and (ii) advance expenses upon receipt of a written affirmation from the director of his or her good faith belief that the criteria for indemnification pursuant to the Indemnification Agreement have been satisfied, together with a written undertaking by the director to repay all amounts paid or reimbursed by the Company if it is ultimately determined that the criteria for indemnification have not been satisfied.
A director will not be entitled to indemnification in connection with a
proceeding voluntarily initiated by such director against the Company except in
certain circumstances set forth in the Indemnification Agreement. In addition,
no indemnification will be paid pursuant to the Indemnification Agreement (i) on
account of any proceeding in which judgment is rendered against a director for
an accounting of profits from the purchase or sale of securities of the Company
pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or
(ii) if a court finally determines that the director is not entitled to
indemnification because such indemnification would be invalid under applicable
law.
The foregoing description of the Indemnification Agreement is qualified in its entirety by reference to the full text of the form of Indemnification Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
(d) Exhibits.
Exhibit Description
10.1 Form of Indemnification Agreement*
* Compensatory plan, contract or arrangement
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