INDEMNITY AGREEMENT
This AGREEMENT is made and entered into this 31st day of October,
1996, by and between OVERSEAS FILMGROUP, INC., a Delaware corporation
(hereinafter called "Overseas"), and Xxxxxxxxxx Xxxxxxxx (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
-1-
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 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,
-2-
W I T N E S S E T H
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.
"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
-3-
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
(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
-4-
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,
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.
-5-
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 their 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 hereto that Indemnitee was not entitled to
-6-
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 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
-7-
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 that 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).
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.
-8-
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 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.
-9-
ENTERED into on the day and year first above written.
ATTEST: OVERSEAS FILMGROUP, INC.
BY: /s/ Xxxxxxx X. Xxxxxxx BY: /s/ Xxxx X. Xxxxx
-------------------------- -------------------------
Xxxxxxx X. Xxxxxxx Name: Xxxx X. Xxxxx
Title: Vice President
Indemnitee
/s/ Xxxxxxxxxx Xxxxxxxx
-------------------------------
Name: Xxxxxxxxxx Xxxxxxxx
Address: c/o Racing Pictures, s.r.l.
Xxx Xxx Xxx Xxxxxxx 00
000000 Xxxx
Xxxxx
-10-
