INDEMNIFICATION AGREEMENT
This
AGREEMENT is made and entered into this 13th day of July, 2010, by and between
Value Line, Inc., a New York corporation (the “Company”), and [Name
of Director] (the “Indemnitee”).
WHEREAS,
it is essential to the Company and its mission to retain capable persons as
Directors; and attract as Directors the most capable persons
available;
WHEREAS,
the Indemnitee currently serves as a Director of the Company;
WHEREAS,
both the Company and Indemnitee recognize the potential risk that Indemnitee is
or becomes a party to or witness in litigation, and/or investigations initiated
solely by a government agency or FINRA, by reason of Indemnitee’s position as a
current or former member of the Board of Directors or Officer of the Company
(“Claims”);
WHEREAS,
the certificate of incorporation of the Company (together with the bylaws of the
Company, the “Governing Documents”)
provide certain indemnification rights to the Directors of the Company;
and
WHEREAS,
in recognition of Indemnitee’s desire for protection against personal liability,
the Company wishes to provide in this Agreement for the indemnification of
Indemnitee as set forth in this Agreement, and, to the extent insurance is
maintained, for the continued coverage of Indemnitee under the Directors’ and
Officers’ liability insurance policies of the Company and/or its affiliates, if
applicable.
NOW,
THEREFORE, to provide Indemnitee with express contractual indemnification, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. Value
Line, Inc. (“the Company”) agrees that in accordance with its certificate of
incorporation and bylaws, indemnification of the Officers and Directors of the
Company shall be provided primarily through the purchase of insurance under a
Directors and Officers liability policy.
2. In
the event Indemnitee is or becomes a party to or witness or other participant
in, or is threatened to be made a party to or witness or other participant in a
Claim, by reason of Indemnitee’s position as a member of the Board of Directors
of the Company, Indemnitee shall immediately give notice accompanied by a copy
of any document or documents evidencing such indemnifiable event, to the
Company, “Attention: Xxxxxx X. Xxxxxxx, Esq., Acting CEO” or to any other person
then holding such position. Such notice shall be a non-waivable condition
precedent to invoking the indemnification provisions of this
agreement.
3. For
any Claims:
(a) The
Company and the Directors and/or Officers agree that, subject to applicable law,
the Company’s CEO or Acting CEO will determine strategy for all Claims including
whether the Company will litigate or settle any litigation. The CEO
or Acting CEO may select one or more counsel if he determines it is in the
common interest; otherwise the Directors and/or Officers may select counsel
acceptable to the CEO or Acting CEO. The Company shall advance
reasonable fees and costs for selected or accepted counsel. The
Company shall, provided that such Directors and/or Officers relied in the
underlying matter upon the advice of relevant professionals where such advice
was sought (in the case of legal counsel after Claims arise, the CEO or acting
CEO’s selected or accepted counsel, in the case of accountants, the Company’s
auditors, or other accounting advice at the request of the CEO or acting CEO),
indemnify such Directors and/or Officers to the fullest extent permitted by
applicable law except as set forth herein. If any Director and/or
Officer wishes to challenge the CEO’s or Acting CEO’s decision regarding
strategy or selection of counsel, or payment of fees, he may do so at his own
expense.
(b) If
a Director and/or Officer named in a lawsuit on behalf of the Company (e.g. a
shareholder derivative suit) decides to have separate legal counsel rather than
utilizing the CEO’s or Acting CEO’s selected or accepted counsel, that
Director’s and/or Officer’s own personal expense shall not be subject to
reimbursement by the Company.
(c) No
director and/or Officer may settle a lawsuit which the Company or its insurance
pays for without the prior written approval of the Company’s CEO or Acting
CEO.
(d) Any
Director and/or Officer named as a Defendant in the lawsuit filed on behalf of
the Company agrees that he/she will cooperate with the Company in defending the
Company and any of the other Officers or Directors.
(e) If
the Company advances fees and costs for counsel to any Director and/or Officer
and that Director and/or Officer is found by a Court of competent jurisdiction
after all appeals not to have acted in good faith, then the Director and/or
Officer must reimburse the Company for any funds that have been advanced
pursuant to this Agreement.
4. Amendments;
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 any such waiver constitute a continuing
waiver.
5. Subrogation. In
the event of 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 shall do everything that may be necessary
to secure such rights, including the execution of such documents necessary to
enable the Company effectively to bring suit to enforce such
rights.
6. No Duplication of
Payments. The Company shall not be liable under this Agreement
to make any payment in connection with any Claim made against Indemnitee to the
extent Indemnitee has otherwise actually received payment (under any insurance
policy, Governing Document or otherwise) of the amounts otherwise indemnifiable
hereunder.
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7. Limitation. This
Indemnification Agreement does not extend to lawsuits brought by the Indemnitee
against the Company, its Officers, Directors or affiliates and/or Xxxx Xxxxxxx
or members of her family.
8. Severability. The
provisions of this Agreement shall be severable in the event that any of the
provisions hereof (including any provision within a single section, paragraph or
sentence) is held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable in any respect, and the validity and enforceability of
any such provision in every other respect and of the remaining provisions hereof
shall not be in any way impaired and shall remain enforceable to the fullest
extent permitted by law.
9. Effective
Date. This Agreement shall be effective as of the date hereof
and shall apply to any claim for indemnification by the Indemnitee on or after
such date regardless of the date of the event or occurrence giving rise to a
Claim.
10. Governing Law; Consent to
Jurisdiction. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York
applicable to contracts made and to be performed in such
state. Except as set forth in Section 3(e), any dispute, claim or
controversy arising out of or relating to this Agreement or the breach,
termination, enforcement, interpretation or validity thereof, including the
determination of the scope or applicability of this agreement to arbitrate,
shall be determined by arbitration in New York, New York, before one
arbitrator. The arbitration shall be administered by JAMS pursuant to
its Comprehensive Arbitration Rules and Procedures. Judgment on the
Award may be entered in any New York State or federal court. This
arbitration clause shall not preclude parties from seeking provisional remedies
in aid of arbitration from any New York State or federal court. The
Company and the Indemnitee hereby irrevocably and unconditionally consent to the
exclusive jurisdiction of any New York State or federal court for purposes of
enforcing the Award and provisional remedies in aid of the arbitration and waive
any objection to venue therein or any forum nonconveniens or similar
theories.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
set forth above.
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VALUE
LINE, INC.
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Name:
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Title:
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INDEMNITEE
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[Name
of Director]
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