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Exhibit 10.37
INDEMNIFICATION AGREEMENT
This AGREEMENT is made and entered into as of this 9th day of
May, 2006, by
and between Liberty Media Corporation, a Delaware corporation
(the "Company"),
and [ ] (the "Indemnitee").
WHEREAS, it is essential to the Company and its mission to
retain and
attract as officers and directors the most capable persons
available;
WHEREAS, the Company has asked Indemnitee to serve as a(n)
[officer]/[director] of the Company;
WHEREAS, both the Company and Indemnitee recognize the
omnipresent risk of
litigation and other claims that are routinely asserted against
officers and
directors of companies operating in the public arena in the
current environment,
and the attendant costs of defending even wholly frivolous
claims;
WHEREAS, it has become increasingly difficult to obtain
insurance against
the risk of personal liability of officers and directors on
terms providing
reasonable protection to the individual at reasonable cost to
the companies;
WHEREAS, the certificate of incorporation and Bylaws of the
Company provide
certain indemnification rights to the officers and directors of
the Company, as
provided by Delaware law;
WHEREAS, to induce Indemnitee to become a(n)
[officer]/[director] of the
Company, in recognition of Indemnitee's need for substantial
protection against
personal liability in order to enhance Indemnitee's continued
service to the
Company in an effective manner, the increasing difficulty in
obtaining and
maintaining satisfactory insurance coverage, and Indemnitee's
reliance on
assurance of indemnification, the Company wishes to provide in
this Agreement
for the indemnification of and the advancing of expenses to
Indemnitee to the
fullest extent permitted by law (whether partial or complete)
and as set forth
in this Agreement, and, to the extent insurance is maintained,
for the continued
coverage of Indemnitee under the Company's directors' and
officers' liability
insurance policies;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants and
agreements contained herein and Indemnitee's continuing to serve
as an officer
of the Company, the parties hereto agree as follows:
1. CERTAIN DEFINITIONS:
(a) 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), 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, is or becomes the "beneficial owner" (as defined
in Rule
13d-3
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under such Act), directly or indirectly, of securities of the
Company
representing 20% 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
constituted the Board of Directors of the Company and any new
director
whose election by the Board of Directors or nomination for
election by the
Company's stockholders was approved by a vote of at least
two-thirds
(66-2/3%) 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
thereof, or (iii) the stockholders of the Company approve a
merger or
consolidation of the Company with any other corporation, other
than a
merger or consolidation which 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 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 of (in
one transaction or a series of transactions) all or
substantially all the
Company's assets.
(b) CLAIM: any threatened, pending or completed action, suit
or
proceeding, whether instituted by the Company or any other
party, or any
inquiry or investigation that Indemnitee in good faith believes
might lead
to the institution of any such action, suit or proceeding,
whether civil
(including intentional and unintentional tort claims),
criminal,
administrative, investigative or other.
(c) EXPENSES: include attorneys' fees and all other costs,
expenses
and obligations paid or incurred in connection with
investigating,
defending, being a witness in or participating in (including on
appeal), or
preparing to defend, be a witness in or participate in, any
Claim relating
to any Indemnifiable Event.
(d) INDEMNIFIABLE EVENT: any event or occurrence related to the
fact
that Indemnitee is or was a director, officer, employee, agent
or fiduciary
of the Company, or is or was serving at the request of the
Company as a
director, officer, employee, trustee, agent or fiduciary of
another
corporation, partnership, joint venture, employee benefit plan,
trust or
other enterprise, or by reason of anything done or not done by
Indemnitee
in any such capacity.
(e) INDEPENDENT LEGAL COUNSEL: an attorney or firm of
attorneys,
selected in accordance with the provisions of Section 3, who
shall not have
otherwise performed services for the Company or Indemnitee
within the last
five years (other than with respect to matters concerning the
rights of
Indemnitee under this Agreement, or of other indemnitees under
similar
indemnification agreements).
(f) REVIEWING PARTY: any appropriate person or body consisting
of a
member or members of the Company's Board of Directors or any
other person
or body appointed by the Company's Board of Directors who is not
a party to
the particular Claim for which Indemnitee is seeking
indemnification, or
Independent Legal Counsel.
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(g) VOTING SECURITIES: shares of any series or class of common
stock
or preferred stock of the Company, in each case, entitled to
vote generally
upon all matters that may be submitted to a vote of stockholders
of the
Company at any annual or special meeting thereof.
2. BASIC INDEMNIFICATION ARRANGEMENT.
(a) In the event Indemnitee 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 Claim by reason of (or arising in
part out of)
an Indemnifiable Event, the Company shall indemnify Indemnitee
to the
fullest extent permitted by law as soon as practicable but in
any event no
later than thirty days after written demand is presented to the
Company,
against any and all Expenses, judgments, fines, penalties and
amounts paid
in settlement (including all interest, assessments and other
charges paid
or payable in connection with or in respect of such Expenses,
judgments,
fines, penalties or amounts paid in settlement) of such Claim.
If so
requested by Indemnitee, the Company shall advance (within two
business
days of such request) any and all Expenses to Indemnitee as
incurred (an
"Expense Advance").
(b) Notwithstanding the foregoing, (i)
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