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Exhibit 10.1
INDEMNIFICATION
AGREEMENT
INDEMNIFICATION AGREEMENT,
dated as of November 30, 2007, by and among Citadel Broadcasting
Corporation, a Delaware corporation (the “ Company
”), Citadel Broadcasting Company, a Nevada corporation and a
wholly-owned subsidiary of the Company, (the “
Subsidiary ”) and the director of the Company whose
name appears on the signature page of this Agreement (“
Indemnitee ”).
RECITALS
A. Highly competent persons
are becoming more reluctant to serve publicly-held corporations as
directors or officers or in other capacities unless they are
provided with reasonable protection through insurance or
indemnification against risks of claims and actions against them
arising out of their service to and activities on behalf of the
corporations.
B. The Board of Directors of
the Company (the “ Board ”) has determined that
the Company should act to assure its directors and officers that
there will be increased certainty of such protection in the
future.
C. It is reasonable, prudent
and necessary for the Company contractually to obligate itself to
indemnify such persons to the fullest extent permitted by
applicable law so that they will serve or continue to serve the
Company free from undue concern that they will not be so
indemnified.
D. Indemnitee is willing to
serve, to continue to serve and to take on additional service for
or on behalf of the Company and/or the Subsidiary on the condition
that Indemnitee be so indemnified.
E. In consideration of the
benefits received and to be received by the Company and/or the
Subsidiary in connection with actions taken and to be taken by the
Board and by the officers of the Company, the Company and the
Subsidiary have determined that it is in their best interests for
the reasons set forth above to be a party to this Agreement and to
provide indemnification to the directors and officers of the
Company in connection with their service to and activities on
behalf of the Company and the Subsidiary.
F. The Subsidiary
acknowledges that for purposes of this Agreement the directors and
officers of the Company who enter into this Agreement are serving
in such capacities at the request of the Subsidiary.
G. The Subsidiary further
acknowledges that such directors and officers are willing to serve,
to continue to serve and to take on additional service for or on
behalf of the Company, thereby benefiting the Subsidiary, on the
condition that the Subsidiary enter into, and provide
indemnification pursuant to, this Agreement.
AGREEMENT
In consideration of the
premises and the covenants contained herein, the Company,
Subsidiary and Indemnitee do hereby covenant and agree as
follows:
1. Definitions
.
(a) For purposes of this
Agreement:
(i) “ Affiliate
” shall mean any corporation, partnership, joint venture,
trust or other enterprise in respect of which Indemnitee is or was
or will be serving as a director or officer directly or indirectly
at the request of the Company or the Subsidiary, and including, but
not limited to, service with respect to an employee benefit
plan.
(ii) “ Disinterested
Director ” shall mean a director of the Company who is
not or was not a party to the Proceeding in respect of which
indemnification is being sought by Indemnitee.
(iii) “ Expenses
” shall include all attorneys’ fees and costs,
retainers, court costs, transcripts, fees of experts, witness fees,
travel expenses, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service fees and all other
disbursements or expenses incurred in connection with asserting or
defending claims.
(iv) “ fines
” shall include any excise taxes assessed on Indemnitee with
respect to any employee benefit plan.
(v) “ Independent
Counsel ” shall mean a law firm or lawyer that neither is
presently nor in the past year has been retained to represent:
(i) the Company, the Subsidiary or Indemnitee in any matter
material to any such party or (ii) any other party to the
Proceeding giving rise to a claim for indemnification hereunder in
any matter material to such other party. Notwithstanding the
foregoing, the term “Independent Counsel” shall not
include any firm or person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of
interest in representing any of the Company, the Subsidiary or
Indemnitee in an action to determine Indemnitee’s right to
indemnification under this Agreement. All Expenses of the
Independent Counsel incurred in connection with acting pursuant to
this Agreement shall be borne by the Company.
(vi) “ Losses
” shall mean all expenses, liabilities, losses and claims
(including attorneys’ fees, judgments, fines, excise taxes
under the Employee Retirement Income Security Act of 1974, as
amended from time to time, penalties and amounts to be paid in
settlement) incurred in connection with any Proceeding.
(vii) “
Proceeding ” shall include any threatened, pending or
completed action, suit, arbitration, alternate dispute resolution
mechanism, investigation, administrative hearing or any other
proceeding, whether civil, criminal, administrative or
investigative.
(b) For purposes of this
Agreement, a person who acted in good faith and in a manner such
person reasonably believed to be in the interest 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 Company” as referred to in this Agreement;
the term “serving at the request of the Company or the
Subsidiary” shall include any service as a director, officer,
employee or
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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 references to the
“Company” or the “Subsidiary” shall
include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify
Indemnitee in its capacity as a director, officer, or employee or
agent, so that Indemnitee shall stand in the same position under
this Agreement with respect to the resulting or surviving
corporation as Indemnitee would have with respect to such
constituent corporation if its separate existence had
continued.
2. Service by
Indemnitee . Indemnitee agrees to begin or continue to serve
the Company or any Affiliate as a director and/or officer.
Notwithstanding anything contained herein, this Agreement shall not
create a contract of employment between the Company or the
Subsidiary and Indemnitee, and the termination of
Indemnitee’s relationship with the Company or the Subsidiary
or an Affiliate by either party hereto shall not be restricted by
this Agreement.
3. Indemnification .
The Company and Subsidiary jointly and severally agree to indemnify
Indemnitee for, and hold Indemnitee harmless from and against, any
Losses or Expenses at any time incurred by or assessed against
Indemnitee arising out of or in connection with the service of
Indemnitee as a director or officer of the Company or of an
Affiliate (collectively referred to as an “Officer or
Director of the Company”) to the fullest extent permitted by
the laws of the State of Delaware in effect on the date hereof or
as such laws may from time to time hereafter be amended to increase
the scope of such permitted indemnification. Without diminishing
the scope of the indemnification provided by this Section, the
rights of indemnification of Indemnitee provided hereunder shall
include but shall not be limited to those rights set forth
hereinafter.
4. Action or Proceeding
Other Than an Action by or in the Right of the Company or the
Subsidiary . Indemnitee shall be entitled to the
indemnification rights provided herein if Indemnitee is a person
who was or is made a party or is threatened to be made a party to
or is involved (including, without limitation, as a witness) in any
Proceeding (other than an action by or in the right of the
Indemnitee (unless approved in advance in writing by the
Company’s Board of Directors), the Company or the Subsidiary,
as the case may be) by reason of (a) the fact that Indemnitee
is or was an Officer or Director of the Company or any other entity
which Indemnitee is or was or will be serving at the request of the
Company or the Subsidiary, as the case may be, or (b) anything
done or not done by Indemnitee in any such capacity.
5. Actions by or in the
Right of the Company . Indemnitee shall be entitled to the
indemnification rights provided herein if Indemnitee is a person
who was or is a party or is threatened to be made a party to or is
involved (including, without limitation, as a witness) in any
Proceeding brought by or in the right of the Company or the
Subsidiary to procure a judgment in its favor by reason of
(a) the fact that Indemnitee is or was an Officer or Director
of the Company or any Affiliate, or (b) anything done or not
done by Indemnitee in any such capacity. Pursuant to this Section,
Indemnitee shall be indemnified against Losses or Expenses incurred
or suffered by Indemnitee or on Indemnitee’s behalf in
connection with the defense or settlement of any Proceeding if
Indemnitee acted in good faith and in a manner Indemnitee
reasonably
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believed to be in or not opposed to the
best interests of the Company or the Subsidiary. Notwithstanding
the foregoing provisions of this Section, no such indemnification
shall be made in respect of any claim, issue or matter as to which
Delaware law expressly prohibits such indemnification by reason of
an adjudication of liability of Indemnitee to the Company or the
Subsidiary unless and only to the extent that the Court of Chancery
of the State of Delaware or the court in which such action or suit
was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, Indemnitee is fairly and reasonably entitled to indemnity
for such Losses and Expenses which the Court of Chancery or such
other court shall deem proper.
6. Indemnification for
Losses and Expenses of Party Who is Wholly or Partly Successful
. Notwithstanding any other provision of this Agreement, to the
extent that Indemnitee has been wholly successful on the merits or
otherwise in any Proceeding referred to in Sections 3, 4 or 5
hereof on any claim, issue or matter therein, Indemnitee shall be
indemnified against all Losses and Expenses incurred by Indemnitee
or on Indemnitee’s behalf in connection therewith. If
Indemnitee is not wholly successful in such Proceeding but is
successful, on the merits or otherwise, as to one or more but less
than all claims, issues or matters in such Proceeding, the Company
and the Subsidiary jointly and severally agree to indemnify
Indemnitee to the maximum extent permitted by law against all
Losses and Expenses incurred by Indemnitee in connection with each
successfully resolved claim, issue or matter. In any review or
Proceeding to determine the extent of indemnification, the Company
shall bear the burden of proving any lack of success and which
amounts sought in indemnity are allocable to claims, issues or
matters which were not successfully resol
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