INDEMNIFICATION AGREEMENT
Exhibit 99.1
THIS AGREEMENT is entered into, effective as May 25, 2010 of by and between Cambium Learning
Group, Inc., a Delaware corporation (the “Company”), and «First» «Last»
(“INDEMNITTEE”).
WHEREAS, it is essential to the Company to retain and attract as directors and officers the
most capable persons available;
WHEREAS, INDEMNITTEE is a director and/or officer of the Company;
WHEREAS, both the Company and INDEMNITTEE recognize the increased risk of litigation and other
claims currently being asserted against directors and officers of corporations;
WHEREAS, the Certificate of Incorporation and Bylaws of the Company require the Company to
indemnify and advance expenses to its directors and officers to the fullest extent permitted under
Delaware law, and the INDEMNITTEE has been serving and continues to serve as a director and/or
officer of the Company in part in reliance on the Company’s Certificate of Incorporation and
Bylaws; and
WHEREAS, in recognition of INDEMNITTEE’s need for (i) substantial protection against personal
liability based on INDEMNITTEE’s reliance on the aforesaid Certificate of Incorporation and Bylaws,
(ii) specific contractual assurance that the protection promised by the Certificate of
Incorporation and Bylaws will be available to INDEMNITTEE (regardless of, among other things, any
amendment to or revocation of the Certificate of Incorporation and Bylaws or any change in the
composition of the Company’s Board of Directors or acquisition transaction relating to the
Company), and (iii) an inducement to provide effective services to the Company as a director and/or
officer, the Company wishes to provide in this Agreement for the indemnification of and the
advancing of expenses to INDEMNITTEE to the fullest extent (whether partial or complete) permitted
under Delaware law and as set forth in this Agreement, and, to the extent insurance is maintained,
to provide for the continued coverage of INDEMNITTEE under the Company’s directors’ and officers’
liability insurance policies.
NOW, THEREFORE, in consideration of the above premises and of INDEMNITTEE continuing to serve
the Company directly or, at its request, with another enterprise, and intending to be legally bound
hereby, the parties agree as follows:
1. Certain Definitions:
(a) Board: shall mean the Board of Directors of the Company.
(b) Affiliate: shall mean any corporation or other person or entity that directly, or
indirectly through one or more intermediaries, controls or is controlled by, or is under
common control with, the person specified, including, without limitation, with respect to the
Company, any direct or indirect subsidiary of the Company.
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(c) Change in Control: shall be deemed to have occurred if (i) any “person” (as such
term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) (other than a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or a corporation owned directly or indirectly by the
stockholders of the Company in substantially the same proportions as their ownership of stock of
the Company, and other than any person holding shares of the Company on the date that the Company
first registers under the Act or any transferee of such individual if such transferee is a spouse
or lineal descendant of the transferee or a trust for the benefit of the individual, his spouse or
lineal descendants), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the
total voting power represented by the Company’s then outstanding Voting Securities, or (ii) during
any period of two consecutive years, individuals who at the beginning of such period constitute the
Board and any new director whose election by the Board or nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in
office who either were directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute a majority of the Board, or
(iii) the stockholders of the Company approve a merger or consolidation of the Company with any
other entity, other than a merger or consolidation that would result in the Voting Securities of
the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of
the total voting power represented by the Voting Securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or (iv) the stockholders of the Company
approve a plan of complete liquidation of the Company or an agreement for the sale or disposition
by the Company (in one transaction or a series of transactions) of all or substantially all of the
Company’s assets.
(d) Expenses: shall mean any expense, liability, or loss, including attorneys’ fees,
judgments, fines, ERISA excise taxes and penalties, amounts paid or to be paid in settlement, any
interest, assessments, or other charges imposed thereon, any federal, state, local, or foreign
taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, and
all other costs and obligations, paid or incurred in connection with investigating, defending,
being a witness in, participating in (including on appeal), or preparing for any of the foregoing
in, any Proceeding relating to any Indemnifiable Event.
(e) Indemnifiable Event: shall mean any event or occurrence that takes place either
prior to or after the execution of this Agreement, related to the fact that INDEMNITTEE is or was a
director or officer of the Company or an Affiliate of the Company, or while a director or officer
is or was serving at the request of the Company or an Affiliate of the Company as a director,
officer, employee, trustee, agent, or
fiduciary of another foreign or domestic corporation, partnership, joint venture, employee
benefit plan, trust, or other enterprise, or was a director, officer, employee, or agent of a
foreign or domestic corporation that was a predecessor corporation of the Company or of another
enterprise at the request of such predecessor corporation, or related to anything done or not done
by INDEMNITTEE in any such capacity, whether or not the basis of the Proceeding is alleged action
in an official capacity as a director, officer, employee, or agent or in any other capacity while
serving as a director, officer, employee, or agent of the Company or an Affiliate of the Company,
as described above.
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(f) Independent Counsel: shall mean the person or body appointed in connection with
Section 3.
(g) Proceeding: shall mean any threatened, pending, or completed action, suit, or
proceeding or any alternative dispute resolution mechanism (including an action by or in the right
of the Company or an Affiliate of the Company), or any inquiry, hearing, or investigation, whether
conducted by the Company or an Affiliate of the Company or any other party, that INDEMNITTEE in
good faith believes might lead to the institution of any such action, suit, or proceeding, whether
civil, criminal, administrative, investigative, or other.
(h) Reviewing Party: shall mean the person or body appointed in accordance with
Section 3.
(i) Voting Securities: shall mean any securities of the Company that vote generally in
the election of directors.
2. Agreement to Indemnify.
(a) General Agreement. In the event INDEMNITTEE was, is, or becomes a party to or
witness or other participant in, or is threatened to be made a party to or witness or other
participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the
Company shall indemnify INDEMNITTEE from and against any and all Expenses to the fullest extent
permitted by law, as the same exists or may hereafter be amended or interpreted (but in the case of
any such amendment or interpretation, only to the extent that such amendment or interpretation
permits the Company to provide broader indemnification rights than were permitted prior thereto).
The parties hereto intend that this Agreement shall provide for indemnification in excess of that
expressly permitted by statute, including, without limitation, any indemnification provided by the
Company’s Certificate of Incorporation, its Bylaws, vote of its stockholders or disinterested
directors, or applicable law.
(b) Initiation of Proceeding. Notwithstanding anything in this Agreement to the
contrary, INDEMNITTEE shall not be entitled to indemnification pursuant to this Agreement in
connection with any Proceeding initiated by INDEMNITTEE against the Company or any director or
officer of the Company unless (i) the Company has joined in or the Board has consented to the
initiation of such Proceeding; (ii) the Proceeding is one
to enforce indemnification rights under Section 5; or (iii) the Proceeding is
instituted after a Change in Control (other than a Change in Control approved by a majority of the
directors on the Board who were directors immediately prior to such Change in Control) and
Independent Counsel has approved its initiation.
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(c) Expense Advances. If so requested by INDEMNITTEE, the Company shall advance
(within ten business days of such request) any and all Expenses to INDEMNITTEE (an “Expense
Advance”). The INDEMNITTEE shall qualify for such Expense Advances upon the execution and
delivery to the Company of this Agreement which shall constitute an undertaking providing that the
INDEMNITTEE undertakes to repay such Expense Advances if and to the extent that it is ultimately
determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that
INDEMNITTEE is not entitled to be indemnified by the Company. INDEMNITTEE’s obligation to reimburse
the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.
This Section 2(c) shall not apply to any claim made by INDEMNITTEE for which indemnity is
excluded pursuant to Section 2(b) or Section 2(f).
(d) Mandatory Indemnification. Notwithstanding any other provision of this Agreement,
to the extent that INDEMNITTEE has been successful on the merits or otherwise in defense of any
Proceeding relating in whole or in part to an Indemnifiable Event or in defense of any issue or
matter therein, INDEMNITTEE shall be indemnified against all Expenses incurred in connection
therewith.
(e) Partial Indemnification. If INDEMNITTEE is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of Expenses, but not, however,
for the total amount thereof, the Company shall nevertheless indemnify INDEMNITTEE for the portion
thereof to which INDEMNITTEE is entitled.
(f) Prohibited Indemnification. No indemnification pursuant to this Agreement shall be
paid by the Company on account of any Proceeding in which judgment is rendered against INDEMNITTEE
for an accounting of profits made from the purchase or sale by INDEMNITTEE of securities of the
Company pursuant to the provisions of Section 16(b) of the Exchange Act, or similar provisions of
any federal, state, or local laws or for which payment is prohibited by law.
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3. Reviewing Party. Prior to any Change in Control, the Reviewing Party shall be any
appropriate person or body consisting of a member or members of the Board or any other person or
body appointed by the Board who is not a party to the particular Proceeding with respect to which
INDEMNITTEE is seeking indemnification; provided that if all members of the Board are parties to
the particular Proceeding with respect to which INDEMNITTEE is seeking indemnification, the
Independent Counsel refereed to below shall become the Reviewing Party; after a Change in Control,
the Independent Counsel referred to below shall become the Reviewing Party. With respect to all
matters arising before a Change of Control for which Independent Counsel shall become be the
Reviewing Party and all matters arising after a Change in Control (other than a Change in
Control approved by a majority of the directors on the Board who were directors immediately
prior to such Change in Control) concerning the rights of INDEMNITTEE to indemnity payments and
Expense Advances under this Agreement or any other agreement or under applicable law or the
Company’s Certificate of Incorporation or Bylaws now or hereafter in effect relating to
indemnification for Indemnifiable Events, the Company shall seek legal advice only from Independent
Counsel selected by INDEMNITTEE and approved by the Company (which approval shall not be
unreasonably withheld), and who has not otherwise performed services for the Company or the
INDEMNITTEE (other than in connection with indemnification matters) within the last five years. The
Independent Counsel shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in representing either the
Company or INDEMNITTEE in an action to determine INDEMNITTEE’s rights under this Agreement. Such
counsel, among other things, shall render its written opinion to the Company and INDEMNITTEE as to
whether and to what extent the INDEMNITTEE should be permitted to be indemnified under applicable
law. The Company agrees to pay the reasonable fees of the Independent Counsel and to indemnify
fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities,
loss, and damages arising out of or relating to this Agreement or the engagement of Independent
Counsel pursuant hereto.
4. Indemnification Process and Appeal.
(a) Indemnification Payment. INDEMNITTEE shall be entitled to indemnification of
Expenses, and shall receive payment thereof, from the Company in accordance with this Agreement as
soon as practicable after INDEMNITTEE has made written demand on the Company for indemnification,
unless the Reviewing Party has given a written opinion to the Company that INDEMNITTEE is not
entitled to indemnification under applicable law.
(b) Suit to Enforce Rights. Regardless of any action by the Reviewing Party, if
INDEMNITTEE has not received full indemnification within thirty (30) days after making a demand in
accordance with Section 4(a), INDEMNITTEE shall have the right to enforce its
indemnification rights under this Agreement by commencing litigation in any court in the State of
Delaware having subject matter jurisdiction thereof seeking an initial determination by the court
or challenging any determination by the Reviewing Party or any aspect thereof. The Company hereby
consents to service of process and to appear in any such proceeding. Any determination by the
Reviewing Party not challenged by the INDEMNITTEE shall be binding on the Company and INDEMNITTEE.
The remedy provided for in this Section 4 shall be in addition to any other remedies
available to INDEMNITTEE at law or in equity.
(c) Defense to Indemnification, Burden of Proof, and Presumptions. It shall be a
defense to any action brought by INDEMNITTEE against the Company to enforce this Agreement (other
than an action brought to enforce a claim for Expenses incurred in defending a Proceeding in
advance of its final disposition) that it is not permissible under applicable law for the Company
to indemnify INDEMNITTEE for the amount claimed.
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In connection with any such action or any determination by the Reviewing Party or otherwise as
to whether INDEMNITTEE is entitled to be indemnified hereunder, the burden of proving such a
defense or determination shall be on the Company. Neither the failure of the Reviewing Party or the
Company (including its Board, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action by INDEMNITTEE that indemnification of the
claimant is proper under the circumstances because INDEMNITTEE has met the standard of conduct set
forth in applicable law, nor an actual determination by the Reviewing Party or Company (including
its Board, independent legal counsel, or its stockholders) that the INDEMNITTEE had not met such
applicable standard of conduct, shall be a defense to the action or create a presumption that the
INDEMNITTEE has not met the applicable standard of conduct. For purposes of this Agreement, the
termination of any claim, action, suit, or proceeding, by judgment, order, settlement (whether with
or without court approval), conviction, or upon a plea of nolo contendere, or its equivalent, shall
not create a presumption that INDEMNITTEE did not meet any particular standard of conduct or have
any particular belief or that a court has determined that indemnification is not permitted by
applicable law.
5. Indemnification for Expenses Incurred in Enforcing Rights. The Company shall
indemnify INDEMNITTEE against any and all Expenses that are incurred by INDEMNITTEE in connection
with any action brought by INDEMNITTEE for
(i) indemnification or advance payment of Expenses by the Company under this Agreement or any
other agreement or under applicable law or the Company’s Certificate of Incorporation or Bylaws now
or hereafter in effect relating to indemnification for Indemnifiable Events, and/or
(ii) recovery under directors’ and officers’ liability insurance policies maintained by the
Company, but only in the event that INDEMNITTEE ultimately is determined to be entitled to such
indemnification or insurance recovery, as the case may be. In addition, the Company
shall, if so requested by INDEMNITTEE, advance the foregoing Expenses to INDEMNITTEE, subject to
and in accordance with Section 2(c).
6. Notification and Defense of Proceeding.
(a) Notice. Promptly after receipt by INDEMNITTEE of notice of the commencement of any
Proceeding, INDEMNITTEE shall, if a claim in respect thereof is to be made against the Company
under this Agreement, notify the Company of the commencement thereof; but the omission so to notify
the Company will not relieve the Company from any liability that it may have to INDEMNITTEE, except
as provided in Section 6(c).
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(b) Defense. With respect to any Proceeding as to which INDEMNITTEE notifies the
Company of the commencement thereof, the Company will be entitled to
participate in the Proceeding at its own expense and except as otherwise provided below, to
the extent the Company so wishes, it may assume the defense thereof with counsel reasonably
satisfactory to INDEMNITTEE. After notice from the Company to INDEMNITTEE of its election to assume
the defense of any Proceeding, the Company shall not be liable to INDEMNITTEE under this Agreement
or otherwise for any Expenses subsequently incurred by INDEMNITTEE in connection with the defense
of such Proceeding other than reasonable costs of investigation or as otherwise provided below.
INDEMNITTEE shall have the right to employ legal counsel in such Proceeding, but all Expenses
related thereto incurred after notice from the Company of its assumption of the defense shall be at
INDEMNITTEE’s expense unless: (i) the employment of legal counsel by INDEMNITTEE has been
authorized by the Company, (ii) INDEMNITTEE has reasonably determined that there may be a conflict
of interest between INDEMNITTEE and the Company in the defense of the Proceeding, (iii) after a
Change in Control (other than a Change in Control approved by a majority of the directors on the
Board who were directors immediately prior to such Change in Control), the employment of counsel by
INDEMNITTEE has been approved by the Independent Counsel, or (iv) the Company shall not in fact
have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses
of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the
defense of any Proceeding brought by or on behalf of the Company or as to which INDEMNITTEE shall
have made the determination provided for in (ii), (iii) and (iv) above.
(c) Settlement of Claims. The Company shall not be liable to indemnify INDEMNITTEE
under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected
without the Company’s written consent, such consent not to be unreasonably withheld; provided,
however, that if a Change in Control has occurred (other than a Change in Control approved by a
majority of the directors on the Board who were directors immediately prior to such Change in
Control), the Company shall be liable for indemnification of INDEMNITTEE for amounts paid in
settlement if the Independent Counsel has approved the settlement. The Company shall not settle any
Proceeding in any manner that would impose any penalty or limitation on INDEMNITTEE without
INDEMNITTEE’s written consent. The Company shall not be liable to indemnify the INDEMNITTEE under
this Agreement with regard to any judicial award if the Company was not given a reasonable and
timely opportunity, at its expense, to participate in the defense of such action; the Company’s
liability hereunder shall not be excused if participation in the Proceeding by the Company was
barred by this Agreement.
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7. Establishment of Trust. In the event of a Change in Control (other than a Change in
Control approved by a majority of the directors on the Board who were directors immediately prior
to such Change in Control) the Company shall, upon written request by INDEMNITTEE, create a Trust
for the benefit of the INDEMNITTEE and from time to time upon written request of INDEMNITTEE shall
fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at
the time of each such request to be incurred in connection with investigating, preparing for,
participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or
amounts to be deposited in the Trust pursuant to the foregoing funding
obligation shall be determined by the Independent Counsel. The terms of the Trust shall
provide that (i) the Trust shall not be revoked or the principal thereof invaded without the
written consent of the INDEMNITTEE, (ii) the Trustee shall advance, within ten business days of a
request by the INDEMNITTEE, any and all Expenses to the INDEMNITTEE (and the INDEMNITTEE hereby
agrees to reimburse the Trust under the same circumstances for which the INDEMNITTEE would be
required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust
shall continue to be funded by the Company in accordance with the funding obligation set forth
above, (iv) the Trustee shall promptly pay to the INDEMNITTEE all amounts for which the INDEMNITTEE
shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all
unexpended funds in the Trust shall revert to the Company upon a final determination by the
Independent Counsel or a court of competent jurisdiction, as the case may be, that the INDEMNITTEE
has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the
INDEMNITTEE. Nothing in this Section 7 shall relieve the Company of any of its obligations
under this Agreement. All income earned on the assets held in the Trust shall be reported as income
by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs
of establishing and maintaining the Trust and shall indemnify the Trustee against any and all
expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or
relating to this Agreement or the establishment and maintenance of the Trust.
8. Non-Exclusivity. The rights of INDEMNITTEE hereunder shall be in addition to any
other rights INDEMNITTEE may have under the Company’s Certificate of Incorporation, Bylaws,
applicable law, or otherwise; provided, however, that this Agreement shall supersede any prior
indemnification agreement between the Company and the INDEMNITTEE. To the extent that a change in
applicable law (whether by statute or judicial decision) permits greater indemnification than would
be afforded currently under the Company’s Certificate of Incorporation, Bylaws, applicable law, or
this Agreement, it is the intent of the parties that INDEMNITTEE enjoy by this Agreement the
greater benefits so afforded by such change.
9. Liability Insurance. To the extent the Company maintains an insurance policy or
policies providing general and/or directors’ and officers’ liability insurance, INDEMNITTEE shall
be covered by such policy or policies, in accordance with its or their terms, to the maximum extent
of the coverage available for any Company director or officer.
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10. Period of Limitations. No legal action shall be brought and no cause of action
shall be asserted by or on behalf of the Company or any Affiliate of the Company against
INDEMNITTEE, INDEMNITTEE’s spouse, heirs, executors, or personal or legal representatives after the
expiration of two years from the date of accrual of such cause of action, or such longer period as
may be required by state law under the circumstances. Any claim or cause of action of the Company
or its Affiliate shall be extinguished and deemed released unless asserted by the timely filing and
notice of a legal action within
such period; provided, however, that if any shorter period of limitations is otherwise
applicable to any such cause of action, the shorter period shall govern.
11. Amendment of this Agreement. 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 binding unless in the form of a writing signed by
the party against whom enforcement of the waiver is sought, and no such waiver shall operate as a
waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a
continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in
exercising any right or remedy hereunder shall constitute a waiver thereof.
12. Subrogation. In the event of payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of INDEMNITTEE, who shall
execute all papers required and shall do everything that may be necessary to secure such rights,
including the execution of such documents necessary to enable the Company effectively to bring suit
to enforce such rights.
13. No Duplication of Payments. The Company shall not be liable under this Agreement
to make any payment in connection with any claim made against INDEMNITTEE to the extent INDEMNITTEE
has otherwise received payment (under any insurance policy, Bylaw, or otherwise) of the amounts
otherwise indemnifiable hereunder.
14. Duration of Agreement. This Agreement shall continue and terminate upon the
later of (a) ten (10) years after the date that INDEMNITTEE shall have ceased to serve as a
director or officer of the Company or (b) one (1) year after the final termination of any
Proceeding, including any appeal, then pending in respect of which INDEMNITTEE is granted rights of
indemnification or advancement of Expenses hereunder an or any proceeding commenced by INDEMNITTEE
pursuant to Section 4(b) of this Agreement relating thereto.
15. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
and be enforceable by the parties hereto and their respective successors (including any direct or
indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of
the business and/or assets of the Company), assigns, spouses, heirs, and personal and legal
representatives. The Company shall require and cause any successor (whether direct or indirect by
purchase, merger, consolidation, or otherwise) to all, substantially all, or a substantial part, of
the business and/or assets of the Company, by written agreement in form and substance satisfactory
to INDEMNITTEE, expressly to assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform if no such succession had taken
place. The indemnification provided under this Agreement shall continue as to INDEMNITTEE for any
action taken or not taken while serving in an indemnified capacity pertaining to an Indemnifiable
Event even though INDEMNITTEE may have ceased to serve in such capacity at the time of any
Proceeding.
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16. Severability. If any provision (or portion thereof) of this Agreement shall be
held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, (a) the
remaining provisions shall remain enforceable to the fullest extent permitted by law, (b) such
provision or provisions shall be deemed reformed to the extent necessary to conform to applicable
law and give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent
possible, the provisions of this Agreement (including, without limitation, each portion of this
Agreement containing any provision held to be invalid, void, or otherwise unenforceable, that is
not itself invalid, void, or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, void, or unenforceable.
17. Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware applicable to contracts made and to be performed
in such State without giving effect to its principles of conflicts of laws. The Company and
INDEMNITTEE hereby irrevocably and unconditionally (i) agree that any action or proceeding arising
out of or in connection with this Agreement may be brought in the Delaware Court of Chancery, (ii)
consent to submit to the jurisdiction of the Delaware Court of Chancery for purposes of any action
or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the
laying of venue or any such action or proceeding in the Delaware Court of Chancery and (iv) waive,
and agree not to please or to make, any claim that any such action or proceeding brought in the
Delaware Court of Chancery had been brought in an improper or inconvenient forum.
18. Notices. All notices, demands, and other communications required or permitted
hereunder shall be made in writing and shall be deemed to have been duly given if delivered by
hand, against receipt, or mailed, postage prepaid, certified or registered mail, return receipt
requested, and addressed to the Company at:
Cambium Learning Group, Inc.
0000 Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Chief Executive Officer
0000 Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Chief Executive Officer
and to INDEMNITTEE at:
«First» «Last»
«Address»
«City», «ST» «Zip»
«Address»
«City», «ST» «Zip»
Notice of change of address shall be effective only when given in accordance with this Section. All
notices complying with this Section shall be deemed to have been received on the date of hand
delivery or on the third business day after mailing.
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18. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of
the day specified above.
| CAMBIUM LEARNING GROUP, INC., a Delaware corporation |
||||
| By: | ||||
| Name: | Xxxxxx Xxxxxxxx | |||
| Title: | Chief Executive Officer | |||
| INDEMNITEE: | ||
| «First» «Last» |
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