FORM OF INDEMNIFICATION AGREEMENT
Exhibit
(e)(14)
FORM OF
This Indemnification Agreement is dated as
of ,
2009 (this “Agreement”) and is between
Hearst-Argyle
Television, Inc., a Delaware corporation (the
“Company”), and [Name of director]
(“Indemnitee”).
Background
On March 25, 2009, The Hearst Corporation announced its
intention to commence a tender offer for all of the shares of
the Company’s Series A Common Stock, par value $0.01
per share, not owned by The Hearst Corporation and its
subsidiaries (the “Tender Offer”). The
Hearst Corporation also stated its intention to consummate a
“short-form” merger (the
“Merger”) under Delaware law following
consummation of the Tender Offer to acquire any remaining shares
of Series A Common Stock that The Hearst Corporation and
its subsidiaries do not own.
In connection with the Tender Offer and the Merger, and in
consideration of Indemnitee’s service to the Company and
the agreements set forth below, and for other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:
Section 1. Indemnification
and Insurance.
(a) The Company agrees that it will indemnify and hold
harmless, to the fullest extent permitted by the General
Corporation Law of the State of Delaware (the
“DGCL”) (and the Company shall also
advance expenses as incurred to the fullest extent permitted
under the DGCL, provided that Indemnitee undertakes to repay
such advances if it is ultimately determined that Indemnitee is
not entitled to indemnification) Indemnitee against any costs or
expenses (including reasonable attorneys’ fees), judgments,
fines, losses, claims, damages or liabilities (collectively,
“Costs”) incurred in connection with any
claim, action, suit, proceeding or investigation, whether civil,
criminal, administrative or investigative (collectively,
“Action”), arising out of or related to
Indemnitee’s service as a director of the Company or
services performed by Indemnitee at the request of the Company,
including in connection with the transactions contemplated by
the Tender Offer or the Merger.
(b) The Company shall, prior to or as of the date and time
at which the Merger becomes effective under Delaware law (the
“Effective Time”), obtain and fully pay
the premium for the extension of the directors’ and
officers’ liability coverage of the Company’s existing
directors’ and officers’ insurance policies for a
claims reporting or discovery period of at least six years from
and after the Effective Time, from an insurance carrier with a
comparable or better credit rating as the Company’s current
insurance carrier with respect to directors’ and
officers’ liability insurance (“D&O
Insurance”) with coverage of not less than the
coverage under, and with such other terms that are at least as
favorable in the aggregate to, the Company’s existing
policies with respect to any actual or alleged error,
misstatement, misleading statement, act, omission, neglect,
breach of duty or any matter claimed against Indemnitee by
reason of Indemnitee serving a director of the Company or
performing services at the request of the Company (including in
connection with the transactions contemplated by the Tender
Offer or the Merger). If the Company for any reason fails to
obtain such “tail” insurance policies as of the
Effective Time, the Company shall continue to maintain in effect
for a period of at least six years from and after the Effective
Time the D&O Insurance in place as of the date of this
Agreement, or purchase comparable D&O Insurance for such
six-year period, in each case, with terms, conditions,
retentions and limits of liability that are at least as
favorable to Indemnitee as those provided in the Company’s
existing policies as of the date of this Agreement. If for any
reason the Effective Time does not occur, the Company agrees to
maintain the D&O Insurance in place as of the date of this
Agreement, or purchase comparable D&O Insurance, in each
case, with terms, conditions, retentions and limits of liability
that are at least as favorable to Indemnitee as those provided
in the Company’s existing policies as of the date of this
Agreement.
Section 2. Nonexclusively. The
rights of Indemnitee under this Agreement shall not be deemed
exclusive of any other rights which Indemnitee may have under
any provision of law, in any court in which a proceeding is
brought, the Company’s certificate of incorporation or
by-laws, other agreements or otherwise, and Indemnitee’s
rights hereunder shall inure to the benefit of the heirs,
executors and administrators of Indemnitee. All rights to
indemnification and exculpation from liabilities for acts or
omissions occurring at or prior to the Effective Time and rights
to advancement of expenses relating thereto now existing in
favor of Indemnitee as provided in the Company’s
certificate of incorporation or by-laws in effect as of the date
of this Agreement shall survive the Merger and shall not be
amended, repealed or otherwise modified in any manner that would
adversely affect any right thereunder of Indemnitee.
Section 3. Partial
Indemnification. If Indemnitee is entitled
under any provision of this Agreement to indemnification by the
Company for some or a portion of the Costs incurred in
connection with an Action, but not, however, for the total
amount thereof, the Company shall nevertheless indemnify
Indemnitee for the portion of such Costs to which Indemnitee is
entitled.
Section 4. Form
and Delivery of Communications. All notices,
requests and other communications under this Agreement shall be
in writing and shall be deemed to have been duly given if
(a) delivered by hand, upon receipt by the party to whom
said notice or other communication shall have been directed,
(b) mailed by certified or registered mail with postage
prepaid, on the third business day after the date on which it is
so mailed, (c) mailed by reputable overnight courier, one
day after deposit with such courier and with written
verification of receipt, or (d) sent by email or facsimile
transmission, with receipt of oral confirmation that such
transmission has been received.
Notice to the Company shall be directed to:
Hearst-Argyle Television, Inc.
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention:
[ ]
Notice to Indemnitee shall be directed to:
[ ]
Or, in either case, such other address as shall have been set
forth in a notice delivered in accordance with this Section.
Section 5. Modification
and Waiver. No supplement, modification,
waiver 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. For the avoidance of doubt, this Agreement may not be
terminated by the Company without Indemnitee’s prior
written consent.
Section 6. Successor
and Assigns. All of the terms and provisions
of this Agreement shall be binding upon, shall inure to the
benefit of and shall be enforceable by the parties hereto and
their respective successors, assigns, heirs, executors,
administrators and legal representatives. The Company shall
require and cause any direct or indirect successor (whether by
purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of such indemnitor,
by written agreement in form and substance reasonably
satisfactory to Indemnitee, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent
that the Company would be required to perform if no such
succession had taken place.
Section 7. Service
of Process and Venue. The Company hereby
irrevocably and unconditionally (a) agrees that any action
or proceeding arising out of or in connection with this
Agreement may brought in the Chancery Court of the State of
Delaware (the “Delaware Court”),
(b) consents to submit to the non-exclusive jurisdiction of
the Delaware Court for purposes of any action or proceeding
arising out of or in connection with this Agreement,
(c) waives any objection to the laying of venue of any such
action or proceeding in the Delaware Court, and (d) waives,
and agrees not to plead or to make, any claim that any such
action or proceeding brought in the Delaware Court has been
brought in an improper or inconvenient forum.
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Section 8. Governing
Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.
If a court of competent jurisdiction shall make a final
determination that the provisions of the law of any state other
than Delaware govern indemnification by the Company of
Indemnitee, then the indemnification provided under this
Agreement shall in all instances be enforceable to the fullest
extent permitted under such law, notwithstanding any provision
of this Agreement to the contrary.
Section 9. Counterparts. This
Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument,
notwithstanding that both parties are not signatories to the
original or same counterpart.
Section 10. Headings
and Section References. The section and
subsection headings contained in this Agreement are for
reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. Section references
are to this Agreement unless otherwise specified.
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This Indemnification Agreement has been duly executed and
delivered to be effective as of the date stated above.
HEARST-ARGYLE TELEVISION, INC.
| By |
|
Name:
| Title: |
INDEMNITEE:
Name:
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