INDEMNIFICATION
AGREEMENT
This
AGREEMENT is made and entered into as of this ___day of__________,
2005, by and between Liberty Global, Inc., a Delaware corporation
(the “Company”), and _________(the
“Indemnitee”).
WHEREAS,
the Company believes that it is essential to attract and retain as
directors and officers the most capable persons
available;
WHEREAS,
both the Company and Indemnitee recognize the omnipresent risk of
lawsuits and other claims that are routinely filed or made against
directors and officers of companies operating in the public arena
in today’s environment, and the attendant costs of defending
even wholly frivolous lawsuits or claims;
WHEREAS,
it has become increasingly difficult to obtain insurance against
the risk of personal liability of directors and officers on terms
providing reasonable protection to the individual at reasonable
cost to the companies, and the uncertainties relating to the
availability of such insurance have increased the difficulty of
attracting and retaining qualified directors and
officers;
WHEREAS,
the Bylaws of the Company provide certain indemnification rights to
the directors and officers of the Company, and its directors and
officers have relied on this assurance of indemnification, as
authorized by Delaware law;
WHEREAS,
Indemnitee is concerned that the protection provided by the
Company’s Bylaws and available insurance may not be adequate
in the present circumstances, and the Company believes that
Indemnitee would be more willing to serve as an executive officer,
and continue to serve, and to take on additional responsibilities
for or on behalf of the Company with the additional protection
afforded by this Agreement;
WHEREAS,
in recognition of Indemnitee’s need for substantial
protection against personal liability and to encourage
Indemnitee’s continued service to the Company, and in view of
the increasing difficulty in obtaining and maintaining satisfactory
insurance coverage and Indemnitee’s reasonable 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;
WHEREAS,
it is reasonable, prudent and appropriate for the Company
contractually to obligate itself to indemnify and to advance
expenses on behalf of directors and officers 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; and
WHEREAS,
Indemnitee has agreed to serve as an executive officer of the
Company in reliance on the protections and benefits afforded to
him/her under and in accordance with this Agreement;
NOW,
THEREFORE, in consideration of the premises, the mutual covenants
and
agreements
contained herein and Indemnitee’s continuing to serve as an
executive officer of the Company, the parties hereto agree as
follows:
(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, becomes the “beneficial owner”
(as defined in Rule 13d-3 under such Act), directly or
indirectly, of securities of the Company representing 15% or more
of the total voting power represented by the Company’s then
outstanding Voting Securities; (ii) during any period of two
consecutive years (not including any period prior to the date
hereof), individuals who at the beginning of such period constitute
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 (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 at least a majority thereof; (iii) the
stockholders of the Company approve a merger or consolidation of
the Company with any other corporation or other entity, 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)
more than 50% 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; or (iv) there
occurs any other event of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of
Regulation 14A (or a response to any similar item on any
similar schedule or form) promulgated under such Act, whether or
not the Company is then subject to such reporting requirement. As
used herein, the term “Voting Securities” means any
securities of the Company which vote generally in the election of
directors.
(b)
Claim : any threatened, pending or completed action, suit or
proceeding (including any mediation, arbitration or other
alternative dispute resolution proceeding), whether instituted by
or in the right of the Company or by 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.
-2-
(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, executive
officer, employee, agent or fiduciary of the Company, or is or was
serving at the request of the Company as a director, officer,
executive 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
of national reputation or with significant relevant legal
experience, 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 or under the Company’s
Bylaws).
(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
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