DIRECTOR INDEMNIFICATION
AGREEMENT
This
Indemnification Agreement, dated as of October 10, 2006, is
made and entered into by and between GeoEye, Inc. (the
“Corporation”) and James R. Clapper (the
“Director”).
WHEREAS, the
Director has agreed to serve as a director of the Corporation;
and
WHEREAS, the
Corporation wishes to indemnify the Director against certain
liabilities and expenses that may be incurred in connection with
the Director’s service on behalf of the
Corporation;
NOW THEREFORE, the
parties hereto agree, subject to the terms and conditions hereof,
as follows:
1.
Indemnification Agreement .
a.
Third Party Actions . The Corporation shall indemnify and
hold harmless the Director in the event that the Director was or is
a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by
or in right of the Corporation) by reason of the fact that the
Director (A) is or was a director, officer, employee or agent
of (i) the Corporation or (ii) any subsidiary of the
Corporation or any corporation, partnership or other entity
affiliated with the Corporation (each of the foregoing being
hereinafter referred to as an “Affiliate”) or
(B) is or was serving at the request of the Corporation or any
Affiliate as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
(including any employee benefit plan of the Corporation or any
Affiliate) against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by the Director in connection with such action,
suit or proceeding if the Director acted in good faith and in a
manner the Director 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
the Director’s conduct was unlawful; provided,
however, that the foregoing shall not require the Corporation
to indemnify or advance expenses to any person in connection with
any action, suit, proceeding, claim or counterclaim initiated by or
on behalf of such person.
b.
Actions By or In Right of the Corporation . The Corporation
shall, to the full extent permitted by applicable law as then in
effect, indemnify and hold harmless the Director in the event that
the Director was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in
right of the Corporation to procure a judgment in its favor by
reason of the fact that the Director (A) is or was a director,
officer, employee or agent of the Corporation or any Affiliate or
(B) is or was serving at the request of the Corporation or any
Affiliate as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
(including any employee benefit plan of the Corporation or any
Affiliate) against expenses (including attorneys’ fees)
actually and reasonably incurred by the Director in connection with
the defense or settlement of such action or suit if the Director
acted in good faith and in a manner the Director reasonably
believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which the Director
shall have been adjudged to be liable to the Corporation unless and
only to the extent that the court in which such action was brought
shall determine that the Director is entitled to be
indemnified.
c.
Nature of Right; Non-Exclusivity; Survival . The
indemnification provided by this Agreement shall be a contract
right of the Director and shall not be deemed exclusive of and
shall be in addition to, and not in lieu of, any other rights to
which the Director may be entitled under any provision of the
Corporation’s Certificate of Incorporation or By-Laws or
pursuant to any agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in the Director’s
official capacity and as to action in another capacity while
holding such office. The indemnification and advancement of
expenses provided by this Agreement shall continue as to the
Director when the Director has ceased to be a director, officer
employee or agent of the Corporation and shall inure to the benefit
of the Director’s heirs, executors and
administrators.
2.
Advancement of Expenses; Procedures; Presumptions . In
furtherance, but not in limitation of the foregoing provisions, the
following procedures and presumptions shall apply with respect to
the advancement of expenses and the right to indemnification under
this Agreement:
a.
Advancement of Expenses . All reasonable expenses incurred
by the Director in defending an action, suit or proceeding for
which indemnification may be had under Section 1(a) shall be
advanced to the Director by the Corporation within ten
(10) days after submission by the Director to the Corporation
of each statement requesting such advance and setting forth in
reasonable detail such expenses, whether prior to or after final
disposition of such action, suit or proceeding; provided,
however , that if required by law at the time such advancement
of expenses is to be made, then no such advancement shall be made
except upon receipt of an undertaking by or on behalf of the
Director, in form and substance satisfactory to the Corporation, to
repay any amounts advanced to the Director pursuant to this Section
2(a) if it shall ultimately be determined that the Director is not
entitled to be indemnified by the Corporation with respect to the
matter for which such advancement was made.
b.
Procedure for Determination of Entitlement to
Indemnification . To obtain indemnification under this
Agreement, the Director shall submit to the Secretary of the
Corporation a written request therefor, including such
documentation and information as is reasonably available to the
Director and reasonably necessary to determine whether and to what
extent the Director is entitled to indemnification (the
“Supporting Documentation”). The determination of the
Director’s entitlement to indemnification shall be made by
the Corporation’s Board of Directors (the
“Board”) or in such other manner as required by law as
then in effect not later than sixty (60) days after receipt by
the Corporation of the Director’s written request for
indemnification together with the Supporting Documentation. The
Secretary of the Corporation shall, promptly upon receipt of such a
request for indemnification, advise the Board in writing that the
Director has requested indemnification.
2
c.
Presumptions and Effect of Certain Proceedings . Except as
otherwise expressly provided in this Agreement, the Director shall
be presumed to be entitled to indemnification under this Agreement
upon submission of a written request for indemnification together
with the Supportin
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