Exhibit 10.41
INDEMNIFICATION AGREEMENT
This Agreement is made as of the ______ day of _______________
2005, by and
between CTC Media, Inc., a Delaware corporation (the "Corporation),
and Myron A.
Wick III (the "Indemnitee"), a director or officer of the
Corporation.
WHEREAS, it is essential to the Corporation to retain and attract
as
directors and officers the most capable persons available, and
WHEREAS, the substantial increase in corporate litigation subjects
directors and officers to expensive litigation risks at the same
time that the
availability of directors' and officers' liability insurance has
been severely
limited, and
WHEREAS, it is now and has always been the express policy of the
Corporation to indemnify its directors and officers, and
WHEREAS, the Indemnitee does not regard the protection available
under the
Corporation's Certificate of Incorporation and insurance as
adequate in the
present circumstances, and may not be willing to serve or continue
to serve as a
director or officer without adequate protection, and
WHEREAS, the Corporation desires the Indemnitee to serve, or
continue to
serve, as a director or officer of the Corporation.
NOW THEREFORE, the Corporation and the Indemnitee do hereby agree
as
follows:
1. Agreement to Serve. The Indemnitee agrees to serve or continue
to serve
as a director or officer of the Corporation for so long as the
Indemnitee is
duly elected or appointed or until such time as the Indemnitee
tenders a
resignation in writing.
2. Definitions. As used in this Agreement:
(a)
The term "Proceeding" shall include any threatened, pending or
completed action, suit, arbitration, alternative dispute resolution
proceeding, administrative hearing or other proceeding, whether
brought by or in the right of the Corporation or otherwise and
whether
of a civil, criminal, administrative or investigative nature, and
any
appeal therefrom.
(b)
The term "Corporate Status" shall mean the status of a person who
is
or was a director or officer of the Corporation, or is or was
serving,
or has agreed to serve, at the request of the Corporation, as a
director, officer, partner, trustee, member, employee or agent of
another corporation, partnership, joint venture, trust, limited
liability company or other enterprise.
(c)
The term "Expenses" shall include, without limitation, attorneys'
fees, retainers, court costs, transcript costs, fees and expenses
of
experts, travel expenses, duplicating costs, printing and binding
costs, telephone charges, postage, delivery service fees and other
disbursements or expenses of the types customarily incurred in
connection with investigations, judicial or administrative
proceedings
or appeals, but shall not include the amount of judgments, fines or
penalties against Indemnitee or amounts paid in settlement in
connection with such matters.
(d)
References to "other enterprise" shall include employee benefit
plans;
references to "fines" shall include any excise tax assessed with
respect to any employee benefit plan; references to "serving at the
request of the Corporation" shall include any service as a
director,
officer, employee or agent of the Corporation which imposes duties
on,
or involves services by, such director, officer, employee, or agent
with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner
such person reasonably believed to be in the interests of the
participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests
of
the Corporation" as referred to in this Agreement.
3. Indemnification in Third-Party Proceedings. The Corporation
shall
indemnify the Indemnitee in accordance with the provisions of this
Paragraph 3
if the Indemnitee was or is a party to or threatened to be made a
party to or
otherwise involved in any Proceeding (other than a Proceeding by or
in the right
of the Corporation to procure a judgment in its favor) by reason of
the
Indemnitee's Corporate Status or by reason of any action alleged to
have been
taken or omitted in connection therewith, against all Expenses,
judgments,
fines, penalties and amounts paid in settlement actually and
reasonably incurred
by or on behalf of the Indemnitee in connection with such
Proceeding, if the
Indemnitee acted in good faith and in a manner which the Indemnitee
reasonably
believed to be in, or not opposed to, the best interests of the
Corporation and,
with respect to any criminal Proceeding, had no reasonable cause to
believe that
his or her conduct was unlawful. The termination of any Proceeding
by judgment,
order, settlement, conviction or upon a plea of nolo contendere or
its
equivalent, shall not, of itself, create a presumption that the
Indemnitee did
not act in good faith and in a manner which the Indemnitee
reasonably believed
to be in, or not opposed to, the best interests of the Corporation,
and, with
respect to any criminal Proceeding, had reasonable cause to believe
that his or
her conduct was unlawful.
4. Indemnification in Proceedings by or in the Right of the
Corporation.
The Corporation shall indemnify the Indemnitee in accordance with
the provisions
of this Paragraph 4 if the Indemnitee was or is a party to or
threatened to be
made a party to or otherwise involved in any Proceeding by or in
the right of
the Corporation to procure a judgment in its favor by reason of the
Indemnitee's
Corporate Status or by reason of any action alleged to have been
taken or
omitted in connection therewith, against all Expenses and, to the
extent
permitted by law, amounts paid in settlement actually and
reasonably incurred by
or on behalf of the Indemnitee in connection with such Proceeding,
if the
Indemnitee acted in good faith and in a manner which the Indemnitee
reasonably
believed to be in, or not opposed to, the best interests of the
Corporation,
except that no indemnification shall be made under this Paragraph 4
in respect
of any claim, issue, or matter as to which the Indemnitee shall
have been
adjudged to be liable to the Corporation, unless, and only to the
extent, that
the Court of Chancery of Delaware or the court in which such action
or suit was
brought shall determine upon application that, despite the
adjudication of such
liability but in view of all the circumstances of the case, the
Indemnitee is
fairly and reasonably entitled to indemnity for such Expenses as
the Court of
Chancery or such other court shall deem proper.
-2-
5. Exceptions to Right of Indemnification. Notwithstanding anything
to the
contrary in this Agreement, except as set forth in Paragraph 11,
the Corporation
shall not indemnify the Indemnitee in connection with a Proceeding
(or part
thereof) initiated by the Indemnitee unless the initiation thereof
was approved
by the Board of Directors of the Corporation. Notwithstanding
anything to the
contrary in this Agreement, the Corporation shall not indemnify the
Indemnitee
to the extent the Indemnitee is reimbursed from the proceeds of
insurance, and
in the event the Corporation makes any indemnification payments to
the
Indemnitee and the Indemnitee is subsequently reimbursed from the
proceeds of
insurance, the Indemnitee shall promptly refund such
indemnification payments to
the Corporation to the extent of such insurance reimbursement.
6. Indemnification of Expenses of Successful Party. Notwithstanding
any
other provision of this Agreement, to the extent that the
Indemnitee has been
successful, on the merits or otherwise, in defense of any
Proceeding or in
defense of any claim, issue or matter therein, the Indemnitee shall
be
indemnified against all Expenses incurred by or on behalf of the
Indemnitee in
connection therewith. Without limiting the foregoing, if any
Proceeding or any
claim, issue or matter therein is disposed of, on the merits or
otherwise
(including a disposition without prejudice), without (i) the
disposition being
adverse to the Indemnitee, (ii) an adjudication that the Indemnitee
was liable
to the Corporation, (iii) a plea of guilty or nolo contendere by
the Indemnitee,
(iv) an adjudication that the Indemnitee did not act in good faith
and in a
manner the Indemnitee reasonably believed to be in or not opposed
to the best
interests of the Corporation, and (v) with respect to any criminal
proceeding,
an adjudication that the Indemnitee had reasonable cause to believe
his or her
conduct was unlawful, the Indemnitee shall be considered for the
purposes hereof
to have been wholly successful with respect thereto.
7. Notification and Defense of Claim. As a condition precedent to
the
Indemnitee's right to be indemnified, the Indemnitee must notify
the Corporation
in writing as soon as practicable of any Proceeding for which
indemnity will or
could be sought. With respect to any Proceeding of which the
Corporation is so
notified, the Corporation will be entitled to participate therein
at its own
expense and/or to assume the defense thereof at its own expense,
with legal
counsel reasonably acceptable to the Indemnitee. After notice from
the
Corporation to the Indemnitee of its election so to assume such
defense, the
Corporation shall not be liable to the Indemnitee for any legal or
other
expenses subsequently incurred by the Indemnitee in connection with
such
Proceeding, other than as provided below in this Paragraph 7. The
Indemnitee
shall have the right to employ his or her own counsel in connection
with such
Proceeding, but the fees and expenses of such counsel incurred
after notice from
the Corporation of its assumption of the defense thereof shall be
at the expense
of the Indemnitee unless (i) the employment of counsel by the
Indemnitee has
been authorized by the Corporation, (ii) counsel to the Indemnitee
shall have
reasonably concluded that there may be a conflict of interest or
position on any
significant issue between the Corporation and the Indemnitee in the
conduct of
the defense of such Proceeding or (iii) the Corporation shall not
in fact have
employed counsel to assume the defense of such Proceeding, in each
of which
cases the fees and expenses of counsel for the Indemnitee shall be
at the
expense of the Corporation, except as otherwise expressly provided
by this
Agreement. The Corporation shall not be entitled, without the
consent of the
Indemnitee, to assume the defense of any claim brought by or in the
right of the
Corporation or as to which counsel for the Indemnitee shall have
reasonably made
the conclusion provided for in clause (ii) above. The Corporation
shall not be
required to indemnify the Indemnitee under this Agreement for any
amounts paid
in settlement of any Proceeding effected without its written
consent.
