FORM OF INDEMNIFICATION AGREEMENT
EXHIBIT 10.2
FORM OF
INDEMNIFICATION AGREEMENT
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of
, ___(the “Effective Date”), by and between Entertainment Properties Trust, a
Maryland real estate investment trust (the “Company”), and
(“Indemnitee”).
WHEREAS Indemnitee currently serves as a [trustee][officer] of the Company and may, in
connection therewith, be subjected to claims, suits or proceedings arising from such service; and
WHEREAS, as an inducement to Indemnitee to continue to serve as such [trustee][officer], the
Company has agreed to indemnify and to advance expenses and costs incurred by Indemnitee in
connection with any such claims, suits or proceedings, to the fullest extent permitted by law as
hereinafter provided; and
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the
Company and Indemnitee do hereby covenant and agree as follows:
Section 1. Definitions. For purposes of this Agreement:
(a) “Change in Control” means a change in control of the Company occurring after the
Effective Date of a nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form)
promulgated under the Securities Exchange Act of 1934, as amended (the “Act”), whether or
not the Company is then subject to such reporting requirement; provided, however, that, without
limitation, such a Change in Control shall be deemed to have occurred if after the Effective Date
(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Act) is or becomes the
“beneficial owner” (as determined pursuant to Rule 13d-3 and Rule 13d-5(b) under the Act), directly
or indirectly, of securities of the Company representing 10% or more of the combined voting power
in the election of trustees of the Company’s then outstanding securities without the prior approval
of at least two-thirds of the members of the Company’s Board of Trustees (the “Board of
Trustees”) in office immediately prior to such person attaining such percentage interest; (ii)
there occurs a proxy contest, or the Company is a party to a merger, consolidation, sale of assets,
plan of liquidation or other reorganization not approved by at least two-thirds of the members of
the Board of Trustees then in office, as a consequence of which members of the Board of Trustees in
office immediately prior to such transaction or event constitute less than a majority of the Board
of Trustees thereafter; or (iii) during any period of two consecutive years, other than as a result
of an event described in clause (a)(ii) of this Section 1, individuals who at the
beginning of such period constituted the Board of Trustees (including for this purpose any new
trustee whose election or nomination for election by the Company’s shareholders was approved by a
vote of at least two-thirds of the trustees then still in office who were trustees at the beginning
of such period) cease for any reason to constitute at least a majority of the Board of Trustees.
(b) “Corporate Status” means the status of a person who is or was (i) a director,
trustee, officer, employee or agent of the Company or (ii) a director, trustee, manager, officer,
employee or agent of any other corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan or other enterprise which such person served at the request
of the Company.
(c) “Disinterested Trustee” means a trustee of the Company who is not and was not a
party to the Proceeding in respect of which indemnification is sought by Indemnitee.
(d) “Expenses” means all expenses, including, but not limited to, all reasonable
attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery
service fees, and all other disbursements or expenses of the types customarily incurred in
connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being
or preparing to be a witness in a Proceeding.
(e) “Independent Counsel” means a law firm, or a member of a law firm, that is
experienced in matters of corporation law and neither presently is, nor in the past three years has
been, retained to represent (i) the Company or the Indemnitee in any matter material to either such
party or (ii) any other party to the Proceeding giving rise to the claim for indemnification.
(f) “Proceeding” means any threatened, pending or completed action, suit, arbitration,
alternate dispute resolution mechanism, investigation, administrative hearing or any other
proceeding, whether civil, criminal, administrative or investigative (including on appeal), except
one initiated by an Indemnitee pursuant to Section 9.
Section 2. Indemnification — General. The Company shall indemnify, and advance
Expenses to, Indemnitee (a) as provided in this Agreement and (b) otherwise to the fullest extent
permitted by Maryland law in effect on the date hereof and as amended from time to time; provided,
however, that no change in Maryland law shall have the effect of reducing the benefits available to
Indemnitee hereunder based on Maryland law as in effect on the date hereof. The rights of
Indemnitee provided in this Section 2 shall include, without limitation, the rights set
forth in the other sections of this Agreement, including any additional indemnification permitted
by Section 2-418(g) of the Maryland General Corporation Law (“MGCL”), as applicable to a
Maryland real estate investment trust by virtue of Section 8-301(15) of the Maryland REIT Law.
Section 3. Proceedings Other Than Proceedings by or in the Right of the Company.
Indemnitee shall be entitled to the rights of indemnification provided in this Section 3
if, by reason of his Corporate Status, he is, or is threatened to be, made a party to any
Proceeding, other than a Proceeding by or in the right of the Company. Pursuant to this Section
3, Indemnitee shall be indemnified against all judgments, penalties, fines and amounts paid in
settlement and all Expenses incurred by him or on his behalf in connection with a Proceeding by
reason of Indemnitee’s Corporate Status unless it is established that (i) the act or omission of
Indemnitee was material to the matter giving rise to the Proceeding and (a) was committed in bad
faith or (b) was the result of active and deliberate dishonesty, (ii) Indemnitee actually received
an improper personal benefit in money, property or services, or (iii) in the case of any criminal
Proceeding, Indemnitee had reasonable cause to believe that his conduct was unlawful.
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Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be
entitled to the rights of indemnification provided in this Section 4 if, by reason of his
Corporate Status, he is, or is threatened to be, made a party to any Proceeding brought by or in
the right of the Company to procure a judgment in its favor. Pursuant to this Section 4,
Indemnitee shall be indemnified against all judgments, penalties, fines and amounts paid in
settlement and all Expenses incurred by him or on his behalf in connection with such Proceeding
unless it is established that (i) the act or omission of Indemnitee was material to the matter
giving rise to such a Proceeding and (a) was committed in bad faith or (b) was the result of active
and deliberate dishonesty or (ii) Indemnitee actually received an improper personal benefit in
money, property or services.
Section 5. Indemnification for Expenses of a Party Who is Partly Successful. Without
limitation on Section 3 and Section 4, if Indemnitee is not wholly successful in
any Proceeding covered by this Agreement, but is successful, on the merits or otherwise, as to one
or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify
Indemnitee under this Section 5 for all Expenses incurred by him or on his behalf in
connection with each successfully resolved claim, issue or matter, allocated on a reasonable and
proportionate basis. For purposes of this Section 5 and without limitation, the termination
of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall
be deemed to be a successful result as to such claim, issue or matter.
Section 6. Advance of Expenses. The Company shall advance all Expenses incurred by or
on behalf of Indemnitee in connection with any Proceeding to which Indemnitee is, or is threatened
to be, made a party or a witness, within ten days after the receipt by the Company of a statement
or statements from Indemnitee requesting such advance or advances from time to time, whether prior
to or after final disposition of such Proceeding. Such statement or statements shall reasonably
evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a
written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct
necessary for indemnification by the Company as authorized by law and by this Agreement has been
met and a written undertaking by or on behalf of Indemnitee, in substantially the form attached
hereto as Exhibit A or in such form as may be required under applicable law as in effect at
the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee
relating to claims, issues or matters in the Proceeding as to which it shall ultimately be
established that the standard of conduct has not been met and which have not been successfully
resolved as described in Section 5. To the extent that Expenses advanced to Indemnitee do
not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated
on a reasonable and proportionate basis. The undertaking required by this Section 6 shall
be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without
reference to Indemnitee’s financial ability to repay such advanced Expenses and without any
requirement to post security therefor.
Section 7. Procedure for Determination of Entitlement to Indemnification.
(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a
written request, including such documentation and information as is reasonably available to
Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is
entitled to indemnification. The Secretary of the Company shall, promptly upon
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receipt of such a request for indemnification, advise the Board of Trustees in writing that
Indemnitee has requested indemnification.
(b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of
Section 7(a) hereof, a determination, if required by applicable law, with respect to
Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in
Control shall have occurred, by Independent Counsel in a written opinion to the Board of Trustees,
a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have
occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of Trustees
(or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested
Trustees (as herein defined), or (B) if a quorum of the Board of Trustees consisting of
Disinterested Trustees is not obtainable or, even if obtainable, such quorum of Disinterested
Trustees so directs, by Independent Counsel in a written opinion to the Board of Trustees, a copy
of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of
the Board of Trustees, by the shareholders of the Company; and, if it is so determined that
Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten days
after such determination. Indemnitee shall cooperate with the person, persons or entity making such
determination with respect to Indemnitee’s entitlement to indemnification, including providing to
such person, persons or entity upon reasonable advance request any documentation or information
which is not privileged or otherwise protected from disclosure and which is reasonably available to
Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in
so cooperating with the person, persons or entity making such determination shall be borne by the
Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and
the Company shall indemnify and hold Indemnitee harmless therefrom.
Section 8. Presumptions and Effect of Certain Proceedings.
(a) In making a determination with respect to entitlement to indemnification hereunder, the
person or persons or entity making such determination shall presume that Indemnitee is entitled to
indemnification under this Agreement if Indemnitee has submitted a request for indemnification in
accordance with Section 7(a) of this Agreement, and the Company shall have the burden of
proof to overcome that presumption in connection with the making of any determination contrary to
that presumption.
(b) The termination of any Proceeding by judgment, order, settlement, conviction, a plea of
nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, does not
create a presumption that Indemnitee did not meet the requisite standard of conduct described
herein for indemnification.
Section 9. Remedies of Indemnitee.
(a) If (i) a determination is made pursuant to Section 7 that Indemnitee is not
entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made
pursuant to Section 6, (iii) no determination of entitlement to indemnification shall have
been made pursuant to Section 7(b) within 30 days after receipt by the Company of the
request for indemnification, (iv) payment of indemnification is not made pursuant to Section
5 within ten
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days after receipt by the Company of a written request therefor, or (v) payment of
indemnification is not made within ten days after a determination has been made that Indemnitee is
entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate
court of the State of Maryland, or in any other court of competent jurisdiction, of his entitlement
to such indemnification or advance of Expenses. Alternatively, Indemnitee, at his option, may seek
an award in arbitration to be conducted by a single arbitrator pursuant to the commercial
Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such
proceeding seeking an adjudication or an award in arbitration within 180 days following the date on
which Indemnitee first has the right to commence such proceeding pursuant to this Section
9(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding
brought by Indemnitee to enforce his rights under Section 5.
(b) In any judicial proceeding or arbitration commenced pursuant to this Section 9,
the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or
advancement of Expenses, as the case may be.
(c) If a determination shall have been made pursuant to Section 7(b) that Indemnitee
is entitled to indemnification, the Company shall be bound by such determination in any judicial
proceeding or arbitration commenced pursuant to this Section 9, absent a misstatement by
Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification.
(d) In the event that Indemnitee, pursuant to this Section 9, seeks a judicial
adjudication of or an award in arbitration to enforce his rights under, or to recover damages for
breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be
indemnified by the Company for, any and all Expenses incurred by him in such judicial adjudication
or arbitration. If it shall be determined in such judicial adjudication or arbitration that
Indemnitee is entitled to receive part but not all of the indemnification or advancement of
Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication
or arbitration shall be appropriately prorated.
Section 10. Defense of the Underlying Proceeding.
(a) Indemnitee shall notify the Company promptly upon being served with or receiving any
summons, citation, subpoena, complaint, indictment, information, notice, request or other document
relating to any Proceeding which may result in the right to indemnification or the advancement of
Expenses hereunder; provided, however, that the failure to give any such notice shall not
disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to
indemnification or the advancement of Expenses under this Agreement unless the Company’s ability to
defend in such Proceeding or to obtain proceeds under any insurance policy is materially and
adversely prejudiced thereby, and then only to the extent the Company is thereby actually so
prejudiced.
(b) Subject to the provisions of the last sentence of this Section 10(b) and of
Section 10(c) below, the Company shall have the right to defend Indemnitee in any
Proceeding which may give rise to indemnification hereunder; provided, however, that the Company
shall notify Indemnitee of any such decision to defend within 15 calendar days following receipt of
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notice of any such Proceeding under Section 10(a) above. The Company shall not,
without the prior written consent of Indemnitee, which shall not be unreasonably withheld or
delayed, consent to the entry of any judgment against Indemnitee or enter into any settlement or
compromise which (i) includes an admission of fault of Indemnitee or (ii) does not include, as an
unconditional term thereof, the full release of Indemnitee from all liability in respect of such
Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee.
This Section 10(b) shall not apply to a Proceeding brought by Indemnitee under Section
9 above or Section 14.
(c) Notwithstanding the provisions of Section 10(b), if in a Proceeding to which
Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee reasonably
concludes, based upon an opinion of counsel approved by the Company, which approval shall not be
unreasonably withheld, that he may have separate defenses or counterclaims to assert with respect
to any issue which may not be consistent with other defendants in such Proceeding, (ii) Indemnitee
reasonably concludes, based upon an opinion of counsel approved by the Company, which approval
shall not be unreasonably withheld, that an actual or apparent conflict of interest or potential
conflict of interest exists between Indemnitee and the Company, or (iii) the Company fails to
assume the defense of such Proceeding in a timely manner, Indemnitee shall be entitled to be
represented by separate legal counsel of Indemnitee’s choice, subject to the prior approval of the
Company, which shall not be unreasonably withheld, at the expense of the Company. In addition, if
the Company fails to comply with any of its obligations under this Agreement or in the event that
the Company or any other person takes any action to declare this Agreement void or unenforceable,
or institutes any Proceeding to deny or to recover from Indemnitee the benefits intended to be
provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s
choice, subject to the prior approval of the Company, which shall not be unreasonably withheld, at
the expense of the Company (subject to Section 9(d)), to represent Indemnitee in connection
with any such matter.
Section 11. Non-Exclusivity; Survival of Rights.
(a) The rights of indemnification and advancement of Expenses as provided by this Agreement
shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled
under applicable law, the Declaration of Trust or Bylaws of the Company, any agreement or a
resolution of the shareholders entitled to vote generally in the election of trustees or of the
Board of Trustees, or otherwise. No amendment, alteration or repeal of this Agreement or of any
provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of
any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment,
alteration or repeal.
(b) In the event of any payment under this Agreement, the Company shall be subrogated to the
extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers
required and take all action necessary to secure such rights, including execution of such documents
as are necessary to enable the Company to bring suit to enforce such rights.
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(c) The Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually
received such payment under any insurance policy, contract, agreement or otherwise.
Section 12. Duration of Agreement; Binding Effect.
(a) This Agreement shall continue until and terminate ten years after the date that Indemnitee
shall have ceased to serve as a director, trustee, manager, officer, employee, or agent of the
Company or of any other corporation, partnership, limited liability company, joint venture, trust,
employee benefit plan or other enterprise which Indemnitee served at the request of the Company;
provided, however, that the rights of Indemnitee hereunder shall continue until the final
termination of any Proceeding then pending in respect of which Indemnitee is granted rights of
indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee
pursuant to Section 9 relating thereto.
(b) The indemnification and advancement of Expenses provided by, or granted pursuant to, this
Agreement shall be binding upon and be enforceable by the parties hereto and their respective
successors and assigns (including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business or assets of the Company),
shall continue as to an Indemnitee who has ceased to be a director, trustee, manager, officer,
employee or agent of the Company or of any other corporation, partnership, limited liability
company, joint venture, trust, employee benefit plan or other enterprise which such person is or
was serving at the written request of the Company, and shall inure to the benefit of Indemnitee and
his or her spouse, assigns, heirs, devisees, executors and administrators and other legal
representatives.
(c) The Company shall require and cause any successor (whether direct or indirect by purchase,
merger, consolidation or otherwise) to all, substantially all or a substantial part, of the
business and/or assets of the Company, by written agreement in form and substance 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 13. Severability. If any provision or provisions of this Agreement shall be
held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality
and enforceability of the remaining provisions of this Agreement (including, without limitation,
each portion of any section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way
be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of any section of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not itself invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
Section 14. Limitation and Exception to Right of Indemnification or Advance of
Expenses. Notwithstanding any other provision of this Agreement, (a) any indemnification or
advance of Expenses to which Indemnitee is otherwise entitled under the terms of this
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Agreement shall be made only to the extent such indemnification or advancement of Expenses
does not conflict with applicable Maryland law and (b) Indemnitee shall not be entitled to
indemnification or advancement of Expenses under this Agreement with respect to any Proceeding
brought by Indemnitee, unless (i) the Proceeding is brought to enforce indemnification under this
Agreement or otherwise or (ii) the Company’s Bylaws, as amended, the Declaration of Trust, a
resolution of the shareholders entitled to vote generally in the election of trustees or of the
Board of Trustees or an agreement approved by the Board of Trustees to which the Company is a party
expressly provide otherwise.
Section 15. 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. One such counterpart signed by the party against whom
enforceability is sought shall be sufficient to evidence the existence of this Agreement.
Section 16. Headings. The headings of the paragraphs of this Agreement are inserted
for convenience only and shall not be deemed to constitute part of this Agreement or to affect the
construction thereof.
Section 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
provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.
Section 18. Notices. Any notice, report or other communication required or permitted
to be given hereunder shall be in writing unless some other method of giving such notice, report or
other communication is accepted by the party to whom it is given, and shall be given by being
delivered at the following addresses to the parties hereto:
(a) If to Indemnitee, to: The address set forth on the signature page hereto.
(b) If to the Company to:
Entertainment Properties Trust
00 X. Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxx Xxxx, Xxxxxxxx 00000
Attn: Secretary
00 X. Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxx Xxxx, Xxxxxxxx 00000
Attn: Secretary
or to such other address as may have been furnished to Indemnitee by the Company or to the Company
by Indemnitee, as the case may be.
Section 19. Governing Law. The parties agree that this Agreement shall be governed
by, and construed and enforced in accordance with, the laws of the State of Maryland, without
regard to its conflicts of laws rules.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first
above written.
| ATTEST: | ENTERTAINMENT PROPERTIES TRUST | |||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
| WITNESS: | INDEMNITEE | |||||||
| Name: | ||||||||
| Address: | ||||||||
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EXHIBIT A
FORM OF UNDERTAKING TO REPAY EXPENSES ADVANCED
The Board of Trustees of Entertainment Properties Trust
Re: Undertaking to Repay Expenses Advanced
Ladies and Gentlemen:
This undertaking is being provided pursuant to that certain Indemnification Agreement dated
, ___, by and between Entertainment Properties Trust (the “Company”) and the
undersigned Indemnitee (the “Indemnification Agreement”), pursuant to which I am entitled
to advance of expenses in connection with [Description of Proceeding] (the “Proceeding”).
Terms used herein and not otherwise defined shall have the meanings specified in the
Indemnification Agreement.
I am subject to the Proceeding by reason of my Corporate Status or by reason of alleged
actions or omissions by me in such capacity. I hereby affirm that at all times, insofar as I was
involved as [a trustee][an officer] of the Company, in any of the facts or events giving rise to
the Proceeding, I (1) acted in good faith and honestly, (2) did not receive any improper personal
benefit in money, property or services and (3) in the case of any criminal proceeding, had no
reasonable cause to believe that any act or omission by me was unlawful.
In consideration of the advance of expenses by the Company for reasonable attorney’s fees and
related expenses incurred by me in connection with the Proceeding (the “Advanced
Expenses”), I hereby agree that if, in connection with the Proceeding, it is established that
(1) an act or omission by me was material to the matter giving rise to the Proceeding and (a) was
committed in bad faith or (b) was the result of active and deliberate dishonesty or (2) I actually
received an improper personal benefit in money, property or services or (3) in the case of any
criminal proceeding, I had reasonable cause to believe that the act or omission was unlawful, then
I shall promptly reimburse the portion of the Advanced Expenses relating to the claims, issues or
matters in the Proceeding as to which the foregoing findings have been established and which have
not been successfully resolved as described in Section 5 of the Indemnification Agreement.
To the extent that Advanced Expenses do not relate to a specific claim, issue or matter in the
Proceeding, I agree that such Expenses shall be allocated on a reasonable and proportionate basis.
IN WITNESS WHEREOF, I have executed this Affirmation and Undertaking on this ___day of
, 200___.
WITNESS:
|
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