Raging Capital Management, LLC
000
Xxxxxxxxxxx Xxxxxx
Princeton,
New Jersey 08542
______,
2010
_________________
_________________
_________________
Re: Bitstream
Inc.
Dear
______:
Thank you
for agreeing to serve as a nominee for election to the Board of Directors of
Bitstream Inc. (the “Company”) in connection with the proxy solicitation that
Raging Capital Management, LLC (“Raging Capital”) is considering undertaking to
nominate and elect directors at the Company’s 2010 annual meeting of
stockholders, or any other meeting of stockholders held in lieu thereof, and any
adjournments, postponements, reschedulings or continuations thereof (the
“Solicitation”). Your outstanding qualifications, we believe, will
prove a valuable asset to the Company and all of its
stockholders. This letter will set forth the terms of our
agreement.
Raging
Capital agrees to indemnify and hold you harmless against any and all claims of
any nature arising from the Solicitation and any related transactions,
irrespective of the outcome; provided, however, that you
will not be entitled to indemnification for claims arising from your gross
negligence, willful misconduct, intentional and material violations of law,
criminal actions, provision to Raging Capital of false or misleading information
(including false or misleading information on any questionnaire you are
requested to complete by Raging Capital), or material breach of the terms of
this letter agreement; provided further,
that all of Raging Capital’s indemnification and other obligations hereunder
shall terminate upon your becoming a director of the Company. This
indemnification will include any and all losses, liabilities, damages, demands,
claims, suits, actions, judgments, or causes of action, assessments, costs and
expenses, including, without limitation, interest, penalties, reasonable
attorneys’ fees, and any and all reasonable costs and expenses incurred in
investigating, preparing for or defending against any litigation, commenced or
threatened, any civil, criminal, administrative or arbitration action, or any
claim whatsoever, and any and all amounts paid in settlement of any claim or
litigation asserted against, resulting, imposed upon, or incurred or suffered by
you, directly or indirectly, as a result of or arising from the Solicitation and
any related transactions (each, a “Loss”).
In the
event of a claim against you pursuant to the prior paragraph or the occurrence
of a Loss, you shall give Raging Capital prompt written notice of such claim or
Loss (provided that failure to promptly notify Raging Capital shall not relieve
it from any liability which it may have on account of this letter agreement,
except to the extent Raging Capital shall have been materially prejudiced by
such failure). Upon receipt of such written notice, Raging Capital
will provide you with counsel to represent you. Such counsel shall be
reasonably acceptable to you. In addition, you will be reimbursed
promptly for all Losses suffered by you and as incurred as provided
herein. Raging Capital may not enter into any settlement of Loss or
claim without your consent unless such settlement includes a release of you from
any and all liability in respect of such Loss or
claim. Notwithstanding anything to the contrary set forth in this
letter agreement, Raging Capital shall not be responsible for any fees, costs or
expenses of separate legal counsel retained by you without Raging Capital’s
prior written approval. In addition, you agree not to enter into any
settlement of Loss or claim without the written consent of Raging Capital, which
consent will not be unreasonably withheld.
You
hereby agree to keep confidential and not disclose to any party, without the
consent of Raging Capital, any confidential, proprietary or non-public
information (collectively, “Information”) that you have heretofore obtained or
may obtain in connection with the Solicitation or your service as a nominee
hereunder. Notwithstanding the foregoing, Information shall not
include any information that is publicly disclosed by Raging Capital or its
affiliates or any information that you can demonstrate is now, or hereafter
becomes, through no act or failure to act on your part, otherwise generally
known to the public.
Notwithstanding
the foregoing, if you are required by applicable law, rule, regulation or legal
process to disclose any Information you may do so provided that you first
promptly notify Raging Capital so that Raging Capital or any of its
representatives may seek a protective order or other appropriate remedy or, in
Raging Capital’s sole discretion, waive compliance with the terms of this letter
agreement. In the event that no such protective order or other remedy
is obtained or Raging Capital does not waive compliance with the terms of this
letter agreement, you may consult with counsel at the cost of Raging Capital and
you may furnish only that portion of the Information which you are advised by
counsel is legally required to be so disclosed and you will request that the
party(ies) receiving such Information maintain it as confidential.
All
Information, all copies thereof, and any studies, notes, records, analysis,
compilations or other documents prepared by you containing such Information,
shall be and remain the property of Raging Capital and, upon the request of a
representative of Raging Capital, all such information shall be returned or, at
Raging Capital’s option, destroyed by you, with such destruction confirmed by
you to Raging Capital in writing.
This
letter agreement shall be governed by the laws of the State of New York, without
regard to the principles of the conflicts of laws thereof.
This
letter agreement may be executed in counterparts, each of which shall be deemed
an original, and all of which, taken together, shall constitute one and the same
instrument.
ACCEPTED
AND AGREED:
___________________________
[NOMINEE]