EXHIBIT 10.30
AGREEMENT, dated as of December 9, 1996, by and among Telephone
Marketing Programs Incorporated, a Delaware corporation ("TMP"), TMP Worldwide
Inc., a Delaware corporation ("Old TMP"), Worldwide Classified Inc., a Delaware
corporation ("WCI"), and Xxxxxx X. XxXxxxxx ("XxXxxxxx"), an officer and
director of TMP, Old TMP and WCI.
WHEREAS, Old TMP, WCI and XxXxxxxx have been named as defendants in an
action styled as Xxxx Xxxxxx Tender v. TMP Worldwide Inc., Worldwide Classified
Inc. and Xxxxxx X. XxXxxxxx, filed in the Supreme Court of the State of New York
(the "Litigation"); and
WHEREAS, pursuant to an executory Agreement and Plan of Merger, Old
TMP and WCI will merge into TMP; and
WHEREAS, TMP is engaged in the initial public offering of its
securities (the "Offering"); and
WHEREAS, XxXxxxxx believes the Litigation is without merit but
XxXxxxxx is desirous of facilitating the Offering; and
WHEREAS, XxXxxxxx acknowledges that TMP has disclosed the existence of
this Agreement in connection with the Offering.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties hereto agree as follows:
1. Indemnification of TMP. Subject to the limitations set forth in
this Agreement, XxXxxxxx will indemnify and pay on behalf of TMP the amount (not
including attorneys' fees) of a final judgment, not subject to further appeal,
that is adverse to TMP, resulting from the Litigation. A judgment requiring TMP
to issue shares of its capital stock shall be deemed a judgment adverse to TMP.
XxXxxxxx will also indemnify and pay on behalf of TMP any amount (not including
attorneys' fees) resulting from the settlement of the Litigation by TMP,
provided that XxXxxxxx consents in writing to such settlement, which consent
shall not be unreasonably withheld.
2. Limitations on Indemnity. XxXxxxxx shall not be obligated under
this Agreement to make any payment to TMP for which and to the extent payment is
made to or is actually available to TMP under an insurance policy or
indemnification by any other person or otherwise. This Agreement is made by
XxXxxxxx solely for the benefit of TMP and its successors and for no other
person or entity. The parties hereto agree that no right of subrogation shall
be created by anything set forth herein for it
is the intention of the parties that the indemnification by XxXxxxxx does not
extend to any claims subject to insurance or other indemnification.
3. Enforcement. If a claim under this Agreement is not paid by
XxXxxxxx, or on his behalf, within thirty days after a written demand has been
made by TMP, TMP may at any time thereafter bring suit against XxXxxxxx to
recover the unpaid amount of the claim, and if successful in whole or in part,
TMP shall be entitled to be paid, in addition to the amount of the claim, the
expenses of prosecuting such claim, including reasonable attorneys' fees.
4. Notice. TMP shall give XxXxxxxx notice in writing of any demand
for indemnification under this Agreement. Notice to XxXxxxxx shall be given at
his principal office and shall be deemed received if sent by certified mail
properly addressed, return receipt requested, the date of such notice being the
date postmarked.
5. Saving Clause. If this Agreement or any portion thereof shall be
invalidated on any ground by any court of competent jurisdiction, XxXxxxxx shall
nevertheless indemnify TMP to the full extent permitted by any applicable
portion of this Agreement that shall not have been invalidated by such court or
by any other applicable law.
6. Applicable Law. This Agreement shall be governed by and
construed in accordance with New York law.
7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute the original.
8. Successors and Assigns. This Agreement shall be binding upon
XxXxxxxx and his successors and assigns.
9. Continuation of Indemnification. The indemnification under this
Agreement shall continue as to TMP even though XxXxxxxx may have ceased to be a
director and/or officer of TMP and shall inure to the benefit of TMP's
successors.
10. Waiver. XxXxxxxx hereby waives his right to indemnification
from TMP for any expenses incurred by XxXxxxxx in connection with the
Litigation.
11. Amendment. The scope of the indemnification contained in this
Agreement may be amended only by the unanimous vote of the full Board of
Directors of TMP.
12. Complete Agreement. This Agreement constitutes the full
agreement of the parties and no prior representations or agreements shall be
relied upon by any party in construing this Agreement or in determining its
validity.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and signed as of the day and year first above written.
s/ Xxxxxx X. XxXxxxxx
________________________________
Xxxxxx X. XxXxxxxx
TELEPHONE MARKETING PROGRAMS INCORPORATED
By: s/ Xxxxxx X. Xxxxxxxx
______________________________
TMP WORLDWIDE INC.
By: s/ Xxxxxx X. Xxxxxxxx
_______________________________
WORLDWIDE CLASSIFIED INC.
By: s/ Xxxxxx X. Xxxxxxxx
_______________________________
