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INDEMNIFICATION AGREEMENT
CHYRON CORPORATION (NEW YORK)
AGREEMENT , effective as the 1 day of February, 2006
between Chyron Corporation, a New York corporation (the "Company"),
and Michael Wheeler (the "Indemnitee").
WHEREAS , it is essential to the Company to retain and
attract as directors and officers the most capable persons
available; and
WHEREAS , Indemnitee is a director or officer of the
Company; and
WHEREAS , both the Company and Indemnitee recognize the
increased risk of litigation and other claims being asserted
against directors and officers of public companies in today's
environment; and
WHEREAS , the By-Laws of the Company provide indemnity
protection in the Indemnitee;
WHEREAS , this Agreement satisfies the provisions of
§ 721 of the New York Business Corporation Law ("BCL");
and
WHEREAS , in recognition of the fact that the Indemnitee
continues to serve as a director or officer of the Company in part
in reliance on the aforesaid By-Laws and Indemnitee's need for
substantial protection against personal liability in order to
enhance Indemnitee's continued service to the Company in an
effective manner, and in part to provide Indemnitee with specific
contractual assurance that the protection promised by such By-Laws
will be available to Indemnitee (regardless of, among other things,
any amendment to or revocation of such By-Laws or any change in the
composition of the Company's Board of Directors or any acquisition
transaction relating to the Company), and due to the potential
inadequacy of the Company's directors' and officers' liability
insurance coverage, the Company wishes to provide in this Agreement
for the indemnification of, and the advancing of expenses to,
Indemnitee to the fullest extent (whether partial or complete)
permitted by law 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 and of
Indemnitee continuing to serve the Company directly or, at its
request, with another enterprise, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Certain Definitions .
(b) Board of Directors : shall mean the Board of
Directors of the Company.
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(c) 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 any stockholder (and/or affiliate of such stockholder) on the
date of this Agreement or a trustee or other fiduciary holding
securities under an employee benefit plan 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 under said Act), directly or indirectly of securities of
the Company representing 15 percent or more of the total voting
power represented by the Company's then outstanding Voting
Securities (such person being hereinafter referred to as an
"Acquiring Person"), or (ii) during any 24-consecutive-month
period, 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 shareholders 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 a majority thereof, or (iii) the shareholders
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 entry) at least 80 percent 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 (iv) the shareholders of the Company approve a
plan of complete liquidation of the Company or an agreement for the
sale or disposition by the Company of all or substantially all the
Company's assets.
(d) Claim : shall mean any threatened, pending or
completed action, suit or proceeding, or any inquiry or
investigation, whether conducted by the Company or any other party,
that Indemnitee in good faith believes might lead to the
institution of any such action, suit or proceeding, whether civil,
criminal, administrative, investigative or other.
(e) Expenses : shall 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, together with interest, computed at the
Company's average cost of funds for short-term borrowings, accrued
from the date of incurrence of such expense to the date Indemnitee
receives reimbursement therefor.
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(f) Indemnifiable Event : shall mean 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 of any type or kind, domestic or foreign, partnership,
joint venture, trust, employee benefit plan or other enterprise, or
by reason of anything done or not done by Indemnitee in such
capacity. Without limitation of any indemnification provided
hereunder, an Indemnitee serving (i) another corporation,
partnership, joint venture or trust of which 10 percent or more of
the voting power or residual economic interest is held, directly or
indirectly, by the Company, or (ii) any employee benefit plan of
the Company or any entity referred to in clause (i), in any
capacity shall be deemed to be doing so at the request of the
Company.
(g) Reviewing Party : shall be (i) the Board of Directors
acting by quorum consisting of directors who are not parties to the
particular Claim with respect to which Indemnitee is seeing
indemnification, or (ii), if such a quorum is not obtainable or,
even if obtainable, if a quorum of disinterested directors so
directs, (A) the Board of Directors upon the opinion in writing of
independent legal counsel that indemnification is proper in the
circumstances because the applicable standard of conduct set forth
in Section 2 of this Agreement and in Section 721 of the BCL has
been met by the Indemnitee or (B) the shareholders upon a finding
that the Indemnitee has met the applicable standard of conduct
referred to in clause (ii)(A) of this definition.
(h) Voting Securities : shall mean any securities of the
Company which vote generally in the election of directors.
2. Basic Indemnification Arrangement . If Indemnitee was,
is or becomes at any time 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 30 days after written
demand is presented to the Company, against any and all Expenses,
judgments, fines (including excise taxes assessed on an Indemnitee
with respect to an employee benefit plan), 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 (an "Expense Advance").
Notwithstanding anything in this Agreement to the contrary, (i)
Indemnitee shall not be entitled to indemnification pursuant to
this Agreement if a judgment or other final adjudi
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