Exhibit 10.7
INDEMNITY AGREEMENT
This AGREEMENT is made and entered into this 3rd day of September, 1998,
by and between OVERSEAS FILMGROUP, INC., a Delaware corporation (hereinafter
called "Overseas"), and Xxxx Xxxxx (hereinafter called "Indemnitee")
(sometimes collectively referred to herein as "the Parties hereto").
WHEREAS, there is a general awareness that competent and experienced
persons are becoming more reluctant to serve as directors and officers of a
corporation unless they are protected by comprehensive insurance or
indemnification, especially since stockholder class and derivative lawsuits
against publicly held corporations, their directors and officers for
line-of-duty decisions and actions have increased in number in recent years
for damages in amounts which are greatly in excess of the amount of
compensation received by the directors or officers from the corporations, and
WHEREAS, the vagaries of "public policy" and the interpretations of
ambiguous statutes, regulations and bylaws are too uncertain to provide
corporate officers and directors with adequate, reliable knowledge of legal
risks to which they may be exposed, with these indeterminables multiplied
substantially for officers and directors of corporations such as Overseas
with operations in many of the states in the United States and many foreign
jurisdictions, and
WHEREAS, damages sought by class action plaintiffs in some cases amount
to tens of millions of dollars and, whether or not the case is meritorious,
the cost of defending them is enormous with few individual directors and
officers having the resources to sustain such legal costs, not to mention the
risk of a judgment running into millions even in cases where the defendant
was neither culpable nor profited personally to the detriment of the
corporation, and
WHEREAS, the issues in controversy in such litigation are usually
related to the knowledge, motives and intent of the director or officer and
such person may be the only witness with first-hand knowledge of the
essential facts or of exculpating circumstances, who is qualified to testify
in such person's defense regarding matters of such subjective nature, and the
long period of time which normally and usually elapses before such suits can
be disposed of can extend beyond the normal time for retirement for a
director or officer with the result that such person, after retirement, or in
the event of such person's death, such person's spouse, heirs, executors or
administrators, as the case may be, may be faced with limited ability, undue
hardship and an intolerable burden in launching and maintaining a proper and
adequate defense of such director or officer or such person's estate against
claims for damages, and
WHEREAS, the Board of Directors, based upon their experience as business
managers, have concluded that unless Overseas enters into indemnification
agreements with its directors and officers, the continuation of present
trends in litigation against corporate directors and officers will inevitably
result in less effective direction and supervision of Overseas and its
subsidiaries and affiliates, their business affairs and the operation of
their facilities and the Board deems such consequences to be so detrimental
to the best interests of Overseas' shareholders that it has concluded that
its directors and officers should be provided with maximum protection against
inordinate risks in order to insure that the most capable persons otherwise
available will be attracted to such positions; therefore, said directors have
further concluded that it is not only reasonable and prudent but necessary
for Overseas to contractually obligate itself to indemnify in a reasonable
and adequate manner its directors and officers and the directors and officers
of its affiliates and to assume for itself maximum liability for expenses and
damages in connection with
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claims lodged against them for their line-of-duty decisions and actions, and
WHEREAS, Section 145 of the General Corporation Law of the State of
Delaware, under which Overseas is organized, empowers corporations to
indemnify persons serving as a director, officer, employee or agent of the
corporation or a person who serves at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, and further specifies that the
indemnification set forth in said section "shall not be deemed exclusive to
any other rights to which those seeking indemnification may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise", and said section further empowers a corporation to "purchase and
maintain insurance" (on behalf of such persons) "against any liability
asserted against him or incurred by him in any such capacity or arising out
of status as such whether or not the corporation would have the power to
indemnify him against such liability under the provisions of" (said laws),
and
WHEREAS, Overseas initiated an investigation to determine the type of
insurance available, the nature and extent of the coverage provided and the
cost thereof to Overseas to insure the directors and officers of Overseas and
of its affiliates against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
persons in connection with any action, suit or proceeding with which any such
director or officer is threatened or made a party by reason of such status
and/or such person's line-of-duty decisions or actions, and, upon receiving
such information, the directors of Overseas have determined that the coverage
available is inadequate for Overseas and its directors, officers and agents
and that its shareholders' best interests would be served by Overseas
contracting to indemnify such persons and to thereby effectively self-insure
against such potential liabilities not covered by insurance, and
WHEREAS, Overseas desires to have Indemnitee serve or continue to serve
as a director and/or officer of Overseas and/or of any other corporation,
partnership, joint venture, trust or other enterprise of which he has been or
is serving at the request of, for the convenience of, or to represent the
interests of Overseas (any such enterprise being hereinafter referred to as
an "Affiliate of Overseas") free from undue concern for unpredictable,
inappropriate or unreasonable claims for damages by reason of his being a
director, officer, employee and/or agent of Overseas or of an Affiliate of
Overseas or by reason of his decisions or actions on their behalf and
Indemnitee desires to serve or to continue to serve (provided that he is
furnished the indemnity provided for hereinafter), in one or more of such
capacities, NOW, THEREFORE,
WITNESSETH
THAT for and in consideration of the premises and the covenants contained
herein, Overseas and Indemnitee do hereby covenant and agree as follows:
1. DEFINITIONS.
"Litigation Costs" means all reasonable costs, charges, expenses, including
attorneys', accountants' and expert witnesses' fees, and obligations paid or
incurred in connection with investigating, defending (including affirmative
defenses and counterclaims), obtaining or attempting to obtain a settlement,
being a witness in, or participating in or preparing to defend, be a witness in,
or participate in, any Proceeding and any appeal therefrom and the cost of
appeal, attachment and similar bonds.
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"Losses" means the total amount which Indemnitee becomes legally
obligated to pay in connection with any Proceeding including, without
limitation, Litigation Costs, judgments, fines and amounts paid in settlement
(including all interest, assessments and other charges paid or payable in
connection with or in respect of such Litigation Costs, judgments, fines and
amounts paid in settlement) of or with respect to that Proceeding.
"Proceeding" means any threatened, pending or completed action, suit or
proceeding (including, without limitation, securities laws actions, suits,
and proceedings), or any inquiry or investigation, formal or informal,
(including discovery), whether conducted by Overseas or any other party, that
Indemnitee in good faith believes might lead to the institution of any
action, suit, or proceeding, whether civil, criminal, administrative,
investigative, or other.
2. AGREEMENT TO SERVICE.
Indemnitee will serve and/or continue to serve, at the will of
Overseas or its stockholders or under separate contract, if such exists,
Overseas or an Affiliate of Overseas as a director, officer, employee and/or
agent faithfully so long as he is duly elected and qualified in accordance
with the provisions of the bylaws thereof or until such time as he tenders
his resignation in writing or is removed in accordance with applicable law
(subject to the terms of any separate contract, if such exists).
3. INDEMNIFICATION. Overseas shall indemnify Indemnitee:
(a) If Indemnitee is a person who was or is a party, or witness
in, or is threatened to be made a party to, or witness in, or otherwise
becomes involved in, any Proceeding (other than an action by or in the right
of Overseas or an Affiliate of Overseas) by reason of (or arising in part out
of) the fact that he is or was a director, officer, employee or agent of
Overseas or is or was serving at the request of Overseas as a director,
officer, employee or agent of an Affiliate of Overseas, or by reason of
anything done or not done by him in any such capacity, against Losses
actually incurred by him in connection with such Proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that his conduct was
unlawful, or
(b) If Indemnitee is a person who was or is a party, or witness
in, or is threatened to be made a party to, or witness in or otherwise
becomes involved in, any Proceeding by or in the right of Overseas or an
Affiliate of Overseas to procure a judgment in its favor by reason of (or
arising in part out of) the fact that he is or was a director, officer,
employee or agent of Overseas or is or was serving at the request of Overseas
as a director, officer, employee or agent of an Affiliate of Overseas, or by
reason of anything done or not done by his in any such capacity, against
Litigation Costs actually incurred by him in connection with such Proceeding
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of Overseas and except that no
indemnification under this subsection shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable
to Overseas unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the relevant circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper, and
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(c) The protections afforded Indemnitee by this Agreement shall
continue after Indemnitee ceases as a director, officer, employee or agent of
Overseas or an Affiliate of Overseas, and shall inure to the benefit of the
heirs, executors and administrators of such Indemnitee, except that no
indemnification shall be due under the provisions of this subsection to the
extent a court of competent jurisdiction shall have found in such Proceeding
that Indemnitee defrauded or stole from Overseas or an Affiliate of Overseas
or converted to his own personal use and benefit business or properties of
Overseas or an Affiliate of Overseas or was guilty of gross negligence or
willful misconduct of a culpable nature to Overseas or an Affiliate of
Overseas, and
(d) To the extent Indemnitee has been successful on the merits or
otherwise in defense of any Proceedings referred to in subsections (a), (b)
or (c) of this Section 3, or in the defense of any claim, issue or matter
described therein, Indemnitee shall be indemnified against Litigation Costs
actually incurred by him in connection with the investigation, defense or
appeal of such action, suit or proceeding. If Indemnitee is not wholly
successful in such Proceedings, but is successful on the merits or otherwise
as to one or more, but less than all, claims, issues or matters in such
Proceedings, Overseas shall indemnify Indemnitee against all Losses actually
incurred by Indemnitee or on his behalf in connection with the successfully
resolved claim, issue or matter.
For purposes of this Section 3 and without limitation, the
termination of any Proceedings by judgment order, settlement, conviction or
upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself create
a presumption (1) that Indemnitee did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
Overseas, or (2) with respect to any criminal action or proceeding, that
Indemnitee had reasonable cause to believe that his conduct was criminal.
4. OVERSEAS' ASSUMPTION OF DEFENSE.
To the extent that it may wish, Overseas jointly with any other
indemnifying party similarly notified will be entitled to promptly assume the
defense of any such Proceeding, with counsel satisfactory to Indemnitee. After
notice from Overseas to Indemnitee of its election so to assume the defense
thereof, Overseas will not be liable to the Indemnitee under this Agreement for
any Litigation Costs subsequently incurred by Indemnitee in connection with the
defense thereof other than reasonable costs of investigation or as otherwise
provided below. Indemnitee shall have the right to employ personal counsel in
such Proceeding, but the fees and expenses of such counsel incurred after notice
from Overseas of its assumption of the defense thereof shall be at the expense
of Indemnitee, unless (i) the employment of counsel by Indemnitee has been
authorized by Overseas, (ii) Indemnitee shall have reasonably concluded that
there may be a conflict of interest between Overseas and/or any Affiliate of
Overseas and Indemnitee in the conduct of the defense of such action, or (iii)
Overseas shall not in fact have promptly employed counsel to assume the defense
of such action, in each of which cases the fees and expenses of counsel shall be
at the expense of Overseas. Overseas shall not be entitled to assume the
defense of any Proceeding brought by or on behalf of Overseas or an Affiliate of
Overseas or as to which Indemnitee shall have made the conclusion provided for
in (ii) above.
5. ASSUMPTION OF LIABILITY BY OVERSEAS. Subject to the other terms and
provisions hereof (including applicable limitations relating to actions by or in
the right of Overseas or Affiliates of Overseas), if Indemnitee is deceased and
is entitled to indemnification under any provision of this Agreement, Overseas
shall indemnify Indemnitee's estate and his spouse, heirs,
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administrators and executors against, and Overseas shall, and does hereby
agree, to assume any and all Losses incurred by or for Indemnitee or his
estate in connection with the investigation, defense, settlement or appeal of
any such Proceeding. Further, when requested in writing by the spouse of
Indemnitee and/or the heirs, executors or administrators of Indemnitee's
estate, Overseas shall provide appropriate evidence of Overseas' Agreement
set out herein, to indemnify Indemnitee against and to itself assume such
Losses.
6. NOTICE OF PROCEEDING. Promptly after receipt by Indemnitee of notice
of the commencement of any Proceeding but in no event later than twenty days
after receipt by Indemnitee of such notice, Indemnitee will, if a claim in
respect thereof is to be made against Overseas under this Agreement, notify
Overseas of the commencement thereof; provided, however, that any failure by
Indemnitee to so notify Overseas shall not relieve Overseas from its obligations
hereunder unless Overseas shall have been materially prejudiced by the failure
of Indemnitee to notify Overseas and then only to the extent of such material
prejudice.
7. REQUEST FOR INDEMNIFICATION. To obtain indemnification under this
Agreement, Indemnitee shall submit to Overseas a written request, including
therein or therewith 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.
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8. DETERMINATION OF RIGHT TO INDEMNIFICATION. Anything contained
elsewhere herein to the contrary notwithstanding, the determination as to
whether or not Indemnitee has met the standard of conduct required to qualify
and entitle him partially or fully, to indemnification under the provisions of
any subparagraph of Paragraph 3 hereof may be made either (1) by the Board of
Directors by a majority vote of directors who were not parties to such
Proceeding even though less than a quorum, (2) or if there are no such directors
or if such directors so direct, by independent legal counsel (selected and
retained by Overseas in the manner hereinafter set forth) in a written opinion,
or (3) by the stockholders of Overseas provided that the manner in which (and if
applicable, the counsel by which) the right to indemnification is to be
determined shall be approved in advance in writing by both the Board of
Directors of Overseas and by Indemnitee. In the event that such parties are
unable to agree on the manner in which the determination of the right to
indemnity is to be made, such determination may be made by independent legal
counsel selected and retained by Overseas especially for such purpose, provided
that such counsel be approved in advance in writing by both the Board of
Directors and Indemnitee and provided further, that such counsel shall not be
outside counsel regularly employed by Overseas. In the event that the Parties
hereto are unable to agree on the selection of such outside counsel, such
outside counsel shall be selected by lot by the outside counsel regularly
employed by Overseas from among the Los Angeles, California law firms having
more than twenty (20) attorneys and having a rating of "av" or better in the
then current Xxxxxxxxxx-Xxxxxxx Law Directory. Such selection by lot shall be
made in the presence of Indemnitee (and his legal counsel or either of them, as
Indemnitee may elect). The outside counsel regularly employed by Overseas and
Indemnitee (and his legal counsel or either of them as Indemnitee may elect)
shall contact, in the order of teir selection by lot, such law firms, requesting
each such firm to accept engagement to make the determination required hereunder
until one of such firms accepts such engagement. The fees and expenses of
counsel in connection with making said determination contemplated hereunder
shall be paid by Overseas, and, if requested by such counsel, Overseas shall
give such counsel an appropriate written agreement with respect to the payment
of their fees and expenses and such other matters as may be reasonably requested
by counsel. Nothing contained in this Agreement shall require any determination
under this Section 8 to be made by the Board of Directors, independent legal
counsel or the stockholders prior to the disposition or conclusion of the
Proceeding against the Indemnitee; provided, however, that Advancements shall
continue to be made by Overseas pursuant to and to the extent required by
Section 10 hereunder. Notwithstanding the foregoing, Indemnitee may, either
before or within two (2) years after a determination has been made as provided
above, petition the Court of Chancery of the State of Delaware or any other
court of competent jurisdiction to determine whether Indemnitee is entitled to
indemnification under the provisions hereof under which he claims the right to
indemnification, and such court shall thereupon have the exclusive authority to
make such determination, unless and until such court dismisses or otherwise
terminates such action without having made such determination. The
determination of the court, as petitioned, as to whether Indemnitee is entitled
to indemnification hereunder, shall be independent and irrespective of any prior
determination made by the Board of Directors, the stockholders or counsel. If
the Court shall determine that Indemnitee is entitled to indemnification
hereunder as to any claim, issue or matter involved in any Proceeding with
respect to which there has been no prior determination pursuant hereto or with
respect to which there has been a prior determination pursuant heeto that
Indemnitee was not entitled to indemnification hereunder, Overseas shall pay all
expenses (including attorneys' fees) actually incurred by Indemnitee in
connection with such judicial determination. If the person (including the Board
of Directors, independent legal counsel in a written opinion, the stockholders,
or a court) making the determination hereunder shall determine that Indemnitee
is entitled to indemnification as to some claims, issues or matters involved in
the Proceeding but not as to others, such person shall reasonably prorate the
Losses with respect to which indemnification is sought by Indemnitee among such
claims, issues or matters. If, and to
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the extent it is finally determined by the Court that Indemnitee is not
entitled to indemnification, then Indemnitee agrees to reimburse (the
"Indemnitee Reimbursement Obligation"), without interest, Overseas (which
agreement shall be an unsecured obligation of Indemnitee) for all expenses
advanced or prepaid pursuant to Section 10 hereof, or the proper proportion
thereof, other than the expenses of obtaining the judicial determination
referred to above. Anything contained elsewhere herein to the contrary
notwithstanding, Overseas shall not be liable to indemnify Indemnitee under
this Agreement for any amounts paid in settlement of any Proceeding or claim
effected without its written consent. Overseas shall not settle any
Proceeding or claim in any manner which would impose any penalty or
limitation on Indemnitee without Indemnitee's written consent. Neither
Overseas nor Indemnitee will unreasonably withhold their consent to any
proposed settlement.
9. LIMITATION OF ACTIONS AND RELEASE OF CLAIMS. No legal action shall
be brought and no cause of action shall be asserted by or on behalf of
Overseas or any Affiliate of Overseas against Indemnitee, his spouse, heirs,
executors or administrators after the expiration of two (2) years from the
date Indemnitee ceases (for any reason) to serve in any one or more of the
capacities covered by this Agreement, and any claim or cause of action of
Overseas or any Affiliate of Overseas shall be extinguished and deemed
released unless asserted by filing of a legal action within such two (2) year
period; provided, however, that nothing in this Section 9 shall be deemed to
limit or prevent any legal action (or to release any claim) based on fraud or
criminal misconduct of Indemnitee which is not discovered by Overseas or the
applicable Affiliate of Overseas until after the expiration of such two (2)
year period.
10. ADVANCEMENT OF LITIGATION COSTS. If so requested in writing by
Indemnitee, Overseas shall pay any and all Litigation Costs incurred by
Indemnitee (or, if applicable, reimburse Indemnitee for any and all
Litigation Costs incurred by Indemnitee and previously paid by Indemnitee)
and/or shall, subject to the other terms and provisions hereof (including
applicable limitations relating to actions by or in the right of Overseas or
Affiliates of Overseas), pay any judgments, fines or amounts paid in
settlement (or, if applicable, reimburse Indemnitee for any such sums
previously paid by Indemnitee) in each case promptly, but in any event within
10 days, after such request (an "Advancement"). Overseas shall be obligated
to make or pay an Advancement in advance of the final disposition or
conclusion of any Proceeding. Any request for an Advancement under this
Agreement shall reasonably evidence the Litigation Costs incurred by
Indemnitee. In connection with any request for an Advancement, if requested
by Overseas, Indemnitee or Indemnitee's counsel shall submit an affidavit
stating that the Litigation Costs incurred were reasonable, and Indemnitee
shall submit at such time a signed undertaking reflecting the terms of the
Indemnitee Reimbursement Obligation set forth in Section 8 hereof (i.e., that
Indemnitee shall repay such Advancement, without interest, if, and to the
extent it is finally determined by the Court that Indemnitee is not entitled
to indemnification). Any dispute as to the reasonableness of any Litigation
Costs shall not delay an Advancement by Overseas, and Overseas agrees that
any such dispute shall be resolved only upon the disposition or conclusion of
the underlying Proceeding against the Indemnitee. If Indemnitee has
petitioned the Court of Chancery of the State of Delaware or any other court
of competent jurisdiction pursuant to Section 8 hereof to secure a
determination that Indemnitee should be indemnified under applicable law, any
determination made by the Board of Directors, independent legal counsel or
the stockholders tht Indemnitee would not be permitted to be indemnified
under the applicable law shall not be binding and Indemnitee shall not be
required to reimburse Overseas for any Advancements, and Overseas shall be
obligated to continue to make Advancements, until a final judicial
determination is made with respect thereto (as to which all rights of appeal
therefrom have been exhausted or have lapsed).
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11. OTHER RIGHTS AND REMEDIES. The indemnification and advance payment
of expenses as provided by any provision of this Agreement shall not be
deemed exclusive of any other rights to which Indemnitee may be entitled
under any provision of law, the Certificate of Incorporation, any Bylaw, this
or other agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while occupying any of the positions or having any of the
relationships referred to in Section 3 of this Agreement, and shall continue
after Indemnitee has ceased to occupy such position, or have such
relationship and shall inure to the benefit of the heirs, executors and
administrators of Indemnitee.
12. SEVERABILITY. If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable for any reason
whatsoever (i) the validity, legality and enforceability of the remaining
provisions of this Agreement (including, without limitation, all portions of
any paragraphs of this Agreement containing any such provision held to be
invalid, illegal or unenforceable, that are not themselves invalid, illegal
or unenforceable) shall not in any way be affected or impaired thereby, and
(ii) to the fullest extent possible, the provisions of this Agreement
(including, without limitation, all portions of any paragraph of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested by the
provision held invalid, illegal or unenforceable.
13. PRIOR AGREEMENTS. This Agreement shall be of no force and effect
with regard to the cost of settlement borne or paid by Indemnitee under the
provisions of any agreement executed by Overseas and/or Indemnitee prior to
the date hereof.
14. IDENTICAL COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall for all purposes be deemed to be an
original and all of which shall constitute the same instrument, but only one
of which need be produced.
15. 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.
16. USE OF CERTAIN TERMS. As used in this Agreement, the words
"herein", "hereto" and "hereunder", and other words of similar import refer
to this Agreement as a whole and not to any particular paragraph,
subparagraph or other subdivision. When the context so requires in this
Agreement, the masculine gender includes the feminine and/or neuter.
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. Any repeal or modification of the relevant provisions of the
Delaware General Corporation Law in effect as of the date of execution of
this Indemnity Agreement shall not affect any right or obligation then
existing with respect to any state of facts then or previously existing or
any action, suit or proceeding previously or thereafter brought or threatened
based in part or in whole on such state of facts.
18. NOTICE TO OVERSEAS BY INDEMNITEE. Indemnitee agrees to promptly
notify
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Overseas in writing upon being served with any citation, complaint,
indictment or other document covered hereunder, either civil or criminal.
19. NOTICES. All notices, requests, demands and other communication
hereunder shall be in writing and shall be deemed to have been duly given if
(i) delivered by hand and receipted for by the party to whom said notice or
other communication shall have been directed, or (ii) mailed by certified or
registered mail with postage prepaid on the third business day after the date
on which it is so mailed.
(a) If to Indemnitee, at the address indicated on the signature page
hereof;
(b) If to Overseas to:
0000 Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Corporate Secretary
or to such other address as may have been furnished to Indemnitee by Overseas.
20. GOVERNING LAW. The Parties hereto agree that this Agreement shall
be construed and enforced in accordance with and governed by the laws of the
State of Delaware. Nothing in this Agreement is intended to eliminate the
requirement that Indemnitee satisfy the applicable standards of conduct for
indemnification required by Delaware law.
21. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
Overseas and its successors and assigns and shall inure to the benefit of
Indemnitee and his spouse, heirs, executors and administrators.
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ENTERED into on the day and year first above written.
ATTEST: OVERSEAS FILMGROUP, INC.
BY: /s/ Xxxxxxx X. Xxxxxxx BY: /s/ Xxxxx Xxxxxxxx Little
------------------------ ------------------------------
Xxxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxx Little
Title: President
Indemnitee
/s/ Xxxx Xxxxx
-------------------------------
Name: Xxxx Xxxxx
Address: 000 00xx Xxxxxx Xxxxx
Xxxx 000
Xxxxxxxxx Xxxxxxxxx 00000
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