Exhibit 10.26
I NDEMNIFICATION A GREEMENT
This Agreement, made and entered
into this day of July 2008
(“Agreement”), by and among CC Media Holdings, Inc.
(the “Company”), a Delaware corporation, Clear Channel
Communications, Inc., a Texas corporation (“Opco”, and
together with the Company, the “Clear Channel
Companies” and each a “Clear Channel Company”),
and
(“Indemnitee”):
WHEREAS, in light of the litigation
costs and risks to directors resulting from their service to
companies, and the desire of the Clear Channel Companies to attract
and retain qualified individuals to serve as directors, it is
reasonable, prudent and necessary for each of the Clear Channel
Companies to indemnify and advance expenses on behalf of its
directors to the extent permitted by applicable law so that they
will serve or continue to serve the Clear Channel Companies free
from undue concern regarding such risks;
WHEREAS, the Clear Channel Companies
have requested that Indemnitee serve or continue to serve as a
director of each of the Clear Channel Companies and may have
requested or may in the future request that Indemnitee serve one or
more Clear Channel Entities (as hereinafter defined) as a director
or in other capacities;
WHEREAS, Indemnitee is willing to
serve as a director of each of the Clear Channel Companies on the
condition that he be so indemnified; and
WHEREAS, Indemnitee may have certain
rights to indemnification, advancement of expenses and/or insurance
provided by the Designating Stockholders (as hereinafter defined)
(or their affiliates), which Indemnitee, the Clear Channel
Companies and the Designating Stockholders (or their affiliates)
intend to be secondary to the primary obligation of the Clear
Channel Companies to indemnify Indemnitee as provided herein, with
the Clear Channel Companies’ acknowledgement of and agreement
to the foregoing being a material condition to Indemnitee’s
willingness to serve as a director of each of the Clear Channel
Companies;
NOW, THEREFORE, in consideration of
the premises and the covenants contained herein, the Clear Channel
Companies and Indemnitee do hereby covenant and agree as
follows:
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1.
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Services by
Indemnitee . Indemnitee
agrees to serve as a director of each of the Clear Channel
Companies. Indemnitee may at any time and for any reason resign
from such position (subject to any contractual obligation under any
other agreement or any obligation imposed by operation of
law).
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2.
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Indemnification -
General . On the terms
and subject to the conditions of this Agreement, the Clear Channel
Companies shall indemnify Indemnitee with respect to, and hold
Indemnitee harmless from and against, liabilities, losses, costs,
Expenses (as hereinafter defined) and other matters that may result
from or arise in connection with Indemnitee’s Corporate
Status (as hereinafter defined) and shall advance Expenses to
Indemnitee, to the fullest extent permitted by applicable law. The
indemnification obligations of the Clear Channel Companies under
this Agreement (a) are joint and several obligations of each
Clear Channel Company, (b) shall continue after such time as
Indemnitee ceases to serve as a director of the Clear
Channel
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Companies or in any other Corporate
Status, and (c) include, without limitation, claims for
monetary damages against Indemnitee in respect of any alleged
breach of fiduciary duty, to the fullest extent permitted under
applicable law (including, if applicable, Section 145 of the
Delaware General Corporation Law) as in existence on the date
hereof and as amended from time to time.
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3.
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Proceedings
Other Than Proceedings by or in the Right of the Clear Channel
Companies . If by reason
of Indemnitee’s Corporate Status Indemnitee is, or is
threatened to be made, a party to or a participant in any
Proceeding (as hereinafter defined) other than a Proceeding by or
in the right of any of the Clear Channel Companies to procure a
judgment in its favor, the Clear Channel Companies shall indemnify
Indemnitee with respect to, and hold Indemnitee harmless from and
against, all Expenses, liabilities, judgments, penalties, fines and
amounts paid in settlement (including all interest, assessments and
other charges paid or payable in connection with or in respect of
such liabilities, judgments, penalties, fines and amounts paid in
settlement) reasonably incurred by Indemnitee or on behalf of
Indemnitee in connection with such Proceeding or any claim, issue
or matter therein, if Indemnitee acted in good faith and in a
manner Indemnitee reasonably believed to be in, or not opposed to,
the best interests of the applicable Clear Channel Company and,
with respect to any criminal Proceeding, had no reasonable cause to
believe Indemnitee’s conduct was unlawful.
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4.
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Proceedings
by or in the Right of the Clear Channel Companies
. If by reason of Indemnitee’s
Corporate Status Indemnitee is, or is threatened to be made, a
party to or a participant in any Proceeding by or in the right of
any of the Clear Channel Companies to procure a judgment in its
favor, the Clear Channel Companies shall indemnify Indemnitee with
respect to, and hold Indemnitee harmless from and against, all
Expenses reasonably incurred by Indemnitee or on behalf of
Indemnitee in connection with such Proceeding if Indemnitee acted
in good faith and in a manner Indemnitee reasonably believed to be
in, or not opposed to, the best interests of the applicable Clear
Channel Company; provided , however , that
indemnification against such Expenses shall be made in respect of
any claim, issue or matter in such Proceeding as to which
Indemnitee shall have been adjudged by a court of competent
jurisdiction to be liable to the applicable Clear Channel Company
only if (and only to the extent that) the Court of Chancery of the
State of Delaware or the court in which such Proceeding shall have
been brought or is pending shall determine that despite such
adjudication of liability and in light of all circumstances such
indemnification may be made.
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5.
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Mandatory
Indemnification in Case of Successful Defense
. Notwithstanding any other
provision of this Agreement, to the extent that Indemnitee is, by
reason of Indemnitee’s Corporate Status, a party to (or a
participant in) and is successful, on the merits or otherwise, in
defense of any Proceeding (including, without limitation, any
Proceeding brought by or in the right of any Clear Channel
Company), the Clear Channel Companies shall indemnify Indemnitee
with respect to, and hold Indemnitee harmless from and against, all
Expenses reasonably incurred by Indemnitee or on behalf of
Indemnitee in connection therewith. If Indemnitee is not wholly
successful in defense of 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 Clear Channel Companies
will indemnify Indemnitee against all Expenses reasonably incurred
by Indemnitee or on behalf of Indemnitee in connection with each
successfully resolved claim, issue or matter. For purposes of this
Section 5 and without limitation, the termination of any
claim, issue or matter in such a Proceeding by dismissal, with or
without prejudice, on substantive or procedural grounds, shall be
deemed to be a successful result as to such claim, issue or
matter.
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6.
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Partial
Indemnification . If
Indemnitee is entitled under any provision of this Agreement or
otherwise to indemnification by the Clear Channel Companies for
some or a portion of the Expenses, liabilities, judgments,
penalties, fines and amounts paid in settlement (including all
interest, assessments and other charges paid or payable in
connection with or in respect of such liabilities, judgments,
penalties, fines and amounts paid in settlement) incurred by
Indemnitee or on behalf of Indemnitee in connection with a
Proceeding or any claim, issue or matter therein, but not, however,
for the total amount thereof, the Clear Channel Companies shall
indemnify Indemnitee for that portion thereof to which Indemnitee
is entitled.
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7.
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Indemnification for Additional Expenses Incurred
to Secure Recovery or as Witness .
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a.
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The Clear
Channel Companies will indemnify Indemnitee with respect to, and
hold Indemnitee harmless from and against, any and all Expenses
and, if requested by Indemnitee, will (within twenty
(20) calendar days of such request) advance such Expenses to
Indemnitee, which are reasonably incurred by Indemnitee in
connection with any action brought by Indemnitee for
(i) indemnification or advance payment of Expenses by the
Clear Channel Companies under this Agreement, any other agreement,
the Certificate of Incorporation or By-laws of the applicable Clear
Channel Company as now or hereafter in effect; or
(ii) recovery under any director and officer liability
insurance policies maintained by any Clear Channel Entity to the
fullest extent permitted by law.
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b.
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To the extent
that Indemnitee is, by reason of Indemnitee’s Corporate
Status, a witness in any Proceeding to which Indemnitee is not a
party, the Clear Channel Companies will indemnify Indemnitee with
respect to, and hold Indemnitee harmless from and against, and the
Clear Channel Companies will advance, all Expenses reasonably
incurred by Indemnitee or on behalf of Indemnitee in connection
therewith.
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8.
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Advancement
of Expenses .
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a.
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The Clear
Channel Companies shall advance all Expenses reasonably incurred by
or on behalf of Indemnitee in connection with the investigation,
defense, settlement or appeal of any Proceeding within twenty
(20) calendar days after the receipt by the Company of a
statement or statements from Indemnitee requesting such advance or
advances from time to time, whether prior to or after final
disposition of such Proceeding. Such advances shall, in all events,
be (i) unsecured and interest free; and (ii) made without
regard to Indemnitee’s ability to repay the
advances.
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b.
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To obtain
advancement of Expenses under this Agreement, Indemnitee shall
submit to the Company a written request for advancement of Expenses
and, to the extent required by applicable law, an unsecured written
undertaking by or on behalf of Indemnitee to repay any Expenses
advanced if it shall ultimately be determined that Indemnitee is
not entitled to be indemnified against such Expenses. Upon
submission of such request for advancement of Expenses and
unsecured written undertaking, Indemnitee shall be entitled to
advancement of Expenses as provided in this Section 8, and
such advancement of Expenses shall continue until such time (if
any) as there is a final judicial determination that Indemnitee is
not entitled to indemnification.
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9.
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Certain
Agreements Related to Indemnification .
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a.
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To obtain
indemnification under this Agreement, Indemnitee shall submit to
the Company a written request for indemnification at such time as
determined by Indemnitee in Indemnitee’s sole
discretion.
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b.
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At any time
after submission by Indemnitee of a request for indemnification
pursuant to Section 9(a), either the Company or Indemnitee may
petition the Court of Chancery of the State of Delaware for
resolution of any objection to such request which may be made by
the Company. The Clear Channel Companies will pay any and all
Expenses reasonably incurred in connection with the investigation
and resolution of such issues.
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c.
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Indemnitee
shall have the sole right and obligation to control the defense or
conduct of any claim or Proceeding with respect to Indemnitee.
Indemnitee will not compromise or settle any claim or Proceeding,
release any claim, or make any admission of fact, law, liability or
damages with respect to any losses for which indemnification is
sought hereunder without the prior written consent of applicable
Clear Channel Company, which consent shall not be unreasonably
withheld. None of the Clear Channel Companies will, with respect to
any person or entity, settle any claim or Proceeding, release any
claim, or make any admission of fact, law or liability or damages,
or assign, pledge or permit any subrogation with respect to the
foregoing, or permit any Clear Channel Entity to do any of the
foregoing, to the extent such settlement, release, admission,
assignment, pledge or subrogation in any way adversely affects
Indemnitee or directly or indirectly imposes any expense,
liability, damages, debt, obligation or judgment on
Indemnitee.
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d.
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The parties intend and agree
that, to the extent permitted by law, in connection with any
determination with respect to entitlement to indemnification
hereunder: (i) it will be presumed that Indemnitee is entitled
to indemnification under this Agreement, and that the Clear Channel
Entities or any other person or entity challenging such right will
have the burden of proof to overcome that presumption in connection
with the making by any person, persons or entity of any
determination contrary to that presumption; (ii) the
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of
itself, create a presumption that Indemnitee did not act in good
faith and in a manner which Indemnitee reasonably believed to be in
or not opposed to the best interests of the applicable Clear
Channel Entity, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that Indemnitee’s
conduct was unlawful; (iii) Indemnitee will be deemed to have
acted in good faith if Indemnitee’s action is based on the
records or books of account of the applicable Clear Channel Entity,
including financial statements, or on information supplied to
Indemnitee by the officers, employees, or committees of the board
of directors of the applicable Clear Channel Entity, or on the
advice of legal counsel for the applicable Clear Channel Entity or
on information or records given in reports made to the applicable
Clear Channel Entity by an independent certified public accountant
or by an appraiser or other expert or advisor selected by the
applicable Clear Channel Entity; and (iv) the knowledge and/or
actions, or failure to act, of any director,
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officer, agent or employee of any
of the Clear Channel Entities or relevant enterprises will not be
imputed to Indemnitee in a manner that limits or otherwise
adversely affects Indemnitee’s rights hereunder. The
provisions of this clause (d) shall not be deemed to be
exclusive or to limit in any way the other circumstances in which
Indemnitee may be deemed to have met the applicable standard of
conduct set forth in this Agreement.
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e.
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Indemnitee
agrees to notify the Company promptly upon being served with any
summons, citation, subpoena, complaint, indictment, information or
other document relating to any Proceeding or matter which may be
subject to indemnification or advancement of Expenses covered
hereunder; provided , however , that any failure of
Indemnitee to so notify the Company will not relieve the Clear
Channel Companies of any obligation which they may have to
Indemnitee under this Agreement or otherwise. If at the time of
receipt of any such request for indemnification or notice the Clear
Channel Companies have director and officer insurance policies in
effect, the Clear Channel Companies will promptly notify the
relevant insurers in accordance with the procedures and
requirements of such policies.
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10.
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Other Rights
of Recovery; Insurance; Subrogation, etc .
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a.
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The rights of
indemnifica
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