DIRECTOR'S INDEMNIFICATION AGREEMENT
THIS DIRECTOR'S INDEMNIFICATION AGREEMENT ("Agreement") is made and
entered into as of this 10th day of December, 1993, by and between Xxxxx Xxxxx,
an individual ("Director") and ALTERNATIVE ENTERTAINMENT, INC., a Nevada
corporation (the "Company").
R E C I T A L S
WHEREAS, Director is a duly elected member of the Company's board of
directors; and
WHEREAS, as consideration for the Director's service on the Company's
board of directors, and in order to secure Director's continued service on the
Company's board of directors, the Company desires to indemnify and hold harmless
Director from and against and in respect of certain losses, damage, deficiency,
expense or cost which may be incurred or suffered by Director as a result of
Director serving as a member of the Company's board of directors.
NOW, THEREFORE, in consideration of the premises and the covenants
herein contained, and for other good and valuable consideration had and
received, the parties hereto agree as follows:
1. INDEMNIFICATION. The Company hereby agrees to indemnify, defend and
hold harmless Director from and against and in respect of any and all loss,
damage, deficiency, expense or cost (including reasonable attorneys' fees),
which is incurred or suffered by, asserted against, or imposed upon, Director,
arising directly or indirectly from, on account of, or in connection with
Director serving as a member of the Company's board of directors and/or
exercising all rights and responsibilities of Director as a member of the board
of directors of the Company.
2. INDEMNIFICATION PROCEDURE. Director hereby covenants and agrees
that he will give the Company prompt written notice of any claim against
himself, of which he receives notice, and which might give rise to a claim by
Director against the Company under the terms of this Agreement, stating the
nature, basis and an estimate of the amount thereof. The Company shall have the
right to be represented, at its own expense, by advisory counsel and
accountants, in case of any suit claimed by any governmental body, or legal,
administrative or arbitration proceeding with respect to which the Company may
have liability under the terms of this Agreement. Director shall make available
to the Company, its attorneys and accountants, at all reasonable
times during normal business hours, all books and records of the business
related to such suit, claim or proceeding, and Director and the Company will
render to each other such assistance as they may reasonably require of each
other in order to insure proper and adequate defense of any such suit, claim or
proceeding. Director will not make any settlement of any claim which might give
rise to liability of the Company under the terms of this Agreement without the
Company's written consent, which consent shall not be unreasonably withheld. The
Company shall have the right initially to defend against any such suit, claim or
proceeding; provided, however, that the Company may consent to an undertaking by
Director to defend against such suit, claim or proceeding, in which case,
Director shall have the right to initially defend. If Director shall desire to
effect a compromise or settlement of any such suit, claim or proceeding and the
Company shall refuse to consent to such compromise or settlement, then Director
shall be excused from the defense and the Company shall bear all further
responsibility for the defense of any such suit, claim or proceeding.
3. ERRORS AND OMISSIONS INSURANCE. The Company shall, as soon as
reasonably prudent and possible, obtain errors and omissions insurance for
members of its board of directors, and shall have Director listed as an
additional insured. The amount of the insurance coverage hereunder shall be not
less than One Million dollars ($1,000,000), and coverage shall be by a reputable
national insurance company.
4. NOTICES AND WAIVERS. Any notice, waiver, demand or other
communication required or permitted by this Agreement must be in writing and
shall be deemed to have been given and received (i) if delivered by messenger,
when delivered, or (ii) if mailed, on the third business day after deposit in
the United States mail, certified or registered postage prepaid, return receipt
requested, or (iii) if telexed or telegraphed, six hours after being dispatched
by telegram or telex.
5. FURTHER ASSURANCES. From time to time after the date of this
Agreement, each party hereto shall execute and deliver to the other party such
further assurances and other instruments as the other party may reasonably
request in order to vest and confirm in the requesting party the rights
conferred by this Agreement.
6. ATTORNEYS' FEES. In the event that any party to this Agreement
shall resort to legal action in order to enforce the provisions of this
Agreement, or shall defend such actions, the prevailing party shall be entitled
to receive reimbursement from the nonprevailing party for all reasonable
attorneys' fees and all other costs incurred in commencing or defending such
actions.
7. GOVERNING LAW. This Agreement shall be construed, interpreted and
enforced in accordance with the laws of the State of Nevada.
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8. SUCCESSORS. This Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of each of the parties hereto.
9. ENTIRE AGREEMENT. This Agreement embodies the entire understanding
among the parties and merges all prior discussions among them with respect to
the subject matter hereof. The provisions of this Agreement may only be waived
in or by a writing signed by the party against whom enforcement of any waiver is
sought.
10. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
ALTERNATIVE ENTERTAINMENT, INC.
By: /s/ Xxxxx Xxxxx
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Its: CEO
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DIRECTOR
/s/ Xxxxx Xxxxx
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