This INDEMNIFICATION AGREEMENT (the “AGREEMENT”) is made and entered into as of the ___
day of ___, ___, by and between First Acceptance Corporation, a Delaware corporation (including any
successors thereto, the “COMPANY”), and___ (“INDEMNITEE”).
A. Competent and experienced persons are reluctant to serve or to continue to serve corporations as
directors, officers, or in other capacities unless they are provided with adequate protection through insurance or
indemnification (or both) against claims and actions against them arising out of their service to and activities on
behalf of those corporations.
B. The current uncertainties relating to the availability of adequate insurance for directors and officers have
increased the difficulty for corporations to attract and retain competent and experienced persons.
C. The Board of Directors of the Company (the “BOARD”) has determined that the continuation of present
trends in litigation will make it more difficult to attract and retain competent and experienced persons, that this
situation is detrimental to the best interests of the Company’s stockholders, and that the Company should act to
assure its directors and officers that there will be increased certainty of adequate protection in the future.
D. It is reasonable, prudent, and necessary for the Company to obligate itself contractually to indemnify its
directors and officers to the fullest extent permitted by applicable law in order to induce them to serve or continue
to serve the Company.
E. Indemnitee is willing to serve and continue to serve the Company on the condition that he be indemnified to
the fullest extent permitted by law.
F. Concurrently with the execution of this Agreement, Indemnitee is agreeing to serve or to continue to serve
as a director or officer of the Company.
NOW, THEREFORE, in consideration of the foregoing premises, Indemnitee’s agreement to serve or