INDEMNIFICATION AGREEMENT
Exhibit 10.16
This Indemnification Agreement (this “Agreement”) is made as of this 13th day of
November, 2007 by and between Xxxxxx Capital LLC (“Xxxxxx Capital”) and Xxxxxxx Cable,
Inc., a Delaware corporation (“Xxxxxxx Cable”).
WHEREAS, Xxxxx Xxxxxxxxx, is a member of the Board of Directors of Xxxxxxx Cable and owns
Xxxxxx Capital, a company engaged in the real estate business (the “Employees”);
WHEREAS, the Employees formerly purchased health insurance for themselves and their dependents
(the “Participants”) from Xxxxxxx Cable’s insurance carrier at the same rates paid by
Xxxxxxx Cable employees at no additional cost to Xxxxxxx Cable;
WHEREAS, on July 1, 2007, Xxxxxxx Cable revised its health insurance arrangements so that it
would self-insure its employees’ health coverage subject to a policy providing catastrophic health
coverage in the event the claim of any employee exceeded $40,000 in any year;
WHEREAS, the Participants became part of the self insurance arrangement;
WHEREAS, Xxxxxx Capital became aware of the self-insurance arrangement on November 8, 2007;
WHEREAS, Xxxxxx Capital is now attempting to obtain separate insurance arrangements for the
Participants and expects that these arrangements will be in place by December 31, 2007, if not
sooner;
WHEREAS, in recognition of Xxxxxxx Cable’s need for protection against liability related to
the participation of the Participants in Xxxxxxx Cable’s self insurance arrangement, Xxxxxx Capital
has agreed to indemnify Xxxxxxx Cable for any liabilities, costs or claims in excess of premiums it
pays to Xxxxxxx Cable relating to the Participants, as well as for any administrative expenses
relating to the participation of the Participants (the “Excess Amounts”); and
WHEREAS, Xxxxxxx Cable expects that the maximum liability to Xxxxxx Capital under the self
insurance arrangement shall be $40,000 for each Participants, plus up to $2,000 per month
in the aggregate in administrative fees.
NOW THEREFORE, in consideration of the mutually dependent covenants set forth herein, and for
such other consideration, the sufficiency of which is hereby acknowledged, Xxxxxx Capital and
Xxxxxxx Cable hereby agree as follows:
1. Indemnification. Xxxxxx Capital agrees to indemnify, defend and hold harmless
Xxxxxxx Cable, and each of its subsidiaries, affiliates, officers and directors, from and against
any Excess Amounts, as well any other expenses or liabilities arising out of any Excess Amounts
or relating to the participation of the Participants in Xxxxxxx Cable’s self insurance
arrangements.
2. Return of Premiums. At such time as Xxxxxx Capital obtains separate insurance
arrangements and all Participants cease to be a part of Xxxxxxx Cable’s self insurance arrangement,
Xxxxxxx Cable shall return to Xxxxxx Capital any amounts by which premiums paid to Xxxxxxx Cable
exceeded liabilities, costs, claims paid and administrative fees.
3. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall constitute an original.
4. Successors and Assigns. This Agreement shall be binding upon Xxxxxx Capital and
its successors and assigns, and shall inure to the benefit of Xxxxxxx Cable and its successors and
assigns.
5. Consent to Jurisdiction. Xxxxxx Capital and Xxxxxxx Cable each hereby irrevocably
consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection
with any action or proceeding which arises out of or relates to this Agreement and agree that any
action instituted under this Agreement shall be brought only in the state courts of the State of
Delaware.
6. Choice of Law. This Agreement shall be governed by and its provisions construed
in accordance with the laws of the State of Delaware.
7. Amendment and Termination. No amendment, modification, termination or
cancellation of this Agreement shall be effective unless it is in writing signed 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.
8. Integration and Entire Agreement. This Agreement sets forth the entire
understanding between the parties hereto and supersedes and merges all previous written and oral
negotiations, commitments, understandings and agreements relating to the subject matter hereof
between the parties hereto.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.
| XXXXXXX CABLE, INC. |
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| /s/ Xxxxxxx X. Xxxxxx | ||||
| Name: | Xxxxxxx Xxxxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| XXXXXX CAPITAL LLC |
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| /s/ Xxxxx Xxxxxxxxx | ||||
| Name: | Xxxxx Xxxxxxxxx | |||
| Title: | ||||
