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Exhibit
10.23
INDEMNIFICATION
AGREEMENT
THIS INDEMNIFICATION
AGREEMENT (this “ Agreement ”), dated as of the
29th day of November, 2007 (the “ Effective Date
”), by and among Windstream Regatta Holdings, Inc., a
Delaware corporation (“ Regatta Holdings ”),
Windstream Yellow Pages, Inc., an Ohio corporation (“
Yellow Pages ”), Windstream Listing Management, Inc.,
a Pennsylvania corporation (collectively with Regatta Holdings and
Yellow Pages, the “ Companies ”), and John
Fischer (the “ Executive ”).
Preliminary Statements
:
A. Each of the Companies
desires to retain the services of the Executive as an officer of
such Company.
C. As a condition to the
Executive’s agreement to serve as an officer of any of the
Companies, the Executive requires that he be indemnified from
liability to the fullest extent permitted by law.
D. Each of the Companies is
willing to indemnify the Executive to the fullest extent permitted
by law in order to retain the services of the Executive.
NOW, THEREFORE, for and in
consideration of the mutual premises and covenants contained
herein, the Companies and the Executive agree as
follows:
1. Agreement to Indemnify
and Hold Harmless . Each of the Companies agrees to indemnify
and hold the Executive and the Executive’s heirs and
representatives harmless, to the maximum extent permitted by law,
against any and all damages, costs, liabilities, losses and
expenses (including reasonable attorneys’ fees) as a result
of any claim, action, suit or proceeding (whether civil, criminal,
administrative or investigative) (each, a “ Claim
”), or any threatened Claim, against the Executive that
arises out of or relates to the Executive’s services, both
prior to and after the Effective Date, as an officer, director or
employee, as the case may be, of such Company, or the
Executive’s services in any such capacity or similar capacity
with an affiliate of such Company or other entity at the request of
such Company, and to promptly advance to the Executive or the
Executive’s heirs or representatives such expenses upon
written request with appropriate documentation of such expense upon
receipt of an undertaking by the Executive or on the
Executive’s behalf to repay such amount if it shall
ultimately be determined that the Executive is not entitled to be
indemnified by the Company.
2. Handling of Claims
. If the Executive has any knowledge of any actual or threatened
Claim as to which the Executive may request indemnity under this
Agreement, the Executive will give the applicable Company prompt
written notice thereof; provided , that the failure to give
such notice shall not affect the Executive’s right to
indemnification. Such Company shall be entitled to assume the
defense of any such Claim and the Executive will use reasonable
efforts to cooperate with such defense. To the extent that the
Executive in good faith determines that there is an actual or
potential conflict of interest between a Company and the Executive
in connection with the defense of a Claim, the Executive shall so
notify such Company and shall be entitled to separate
representation at the Company’s expense by counsel selected
by the Executive (provided that the Company may reasonably object
to the selection of counsel
within ten (10) business days after
notificatio
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