This INDEMNITY
AGREEMENT is made as of the
day of February 2009, by and between Lions Gate Entertainment
Corp., a company incorporated under the Business Corporations
Act (British Columbia) (hereinafter referred to as the “
Company ”), and
(hereinafter referred to as the “ Nominee
”).
WHEREAS ,
the Nominee has been requested to consent to act or to continue to
act as a director, alternate director or officer of the Company
and, from time to time, may be appointed a director, alternate
director or officer of one or more Associated Corporations
(hereinafter defined); and
WHEREAS ,
the Nominee is willing to act or to continue to act on the
condition that the Company enter into this Indemnity
Agreement.
NOW
THEREFORE , in consideration of the Nominee consenting to act
as a director, alternate director or officer of the Company and/or
its Associated Corporations and for other good and valuable
consideration, the receipt and sufficiency of which is acknowledged
by the parties, the Company agrees with the Nominee as
follows:
For the purposes
of this Indemnity Agreement: 1.1 “ affiliate ”
has the meaning given in the Business Corporations Act
(British Columbia);
1.2 “
Associated Corporation ” means a corporation or entity
that:
(a) is or
was an affiliate of the Company;
(b) is a
corporation, other than the Company, for which the Nominee is or
was a director, alternate director or officer at the request of the
Company; or
(c) is a
partnership, trust, joint venture or other unincorporated entity
for which the Nominee holds or held a position equivalent to that
of a director, alternate director or officer, at the request of the
Company; and
1.3 “
expenses ” includes costs, charges and expenses,
including legal and other fees, but does not include judgments,
penalties, fines or amounts paid in settlement of a
Claim.
2.1 General
Scope: The Company shall indemnify the Nominee and the
Nominee’s heirs, executors, administrators and personal
representatives (collectively the “ Indemnitees
” and, individually, an “ Indemnitee ”)
for all liabilities or obligations imposed upon or incurred by the
Indemnitees at law, in equity or by, pursuant to or under any
statute or regulation and all expenses (“ Liability
”) in relation to any claim, action, proceeding,
investigation, or order whether civil, criminal or administrative
and whether made or commenced by the Company, by an Associated
Corporation or by any other person (collectively, or individually,
a “ Claim ”) by reason of:
(a) the
Nominee being or having been a director, alternate director or
officer of, or
1
holding or
having held a position equivalent to that of a director, alternate
director or officer of, the Company or any Associated Corporation,
or
(b) any
act or omission, whether or not negligent, of the Nominee acting as
a director, alternate director or officer, or as a person in an
equivalent position, of the Company or any Associated
Corporation,
including without
limitation, legal fees and disbursements and all other costs of
investigation and defence incurred by the Indemnitees or any of
them in relation to a Claim, whether or not any action or
proceeding is commenced, and all amounts paid or payable by the
Indemnitees or any of them, to settle a Claim or to satisfy a
judgment, including without limitation the payment of interest and
costs, or otherwise to discharge a Liability imposed or
incurred.
2.2 Absolute
Liability: Without limiting the generality of paragraph 2.1,
the Company shall indemnify the Indemnitees against any Liability
in relation to a Claim which is statutorily imposed on the
Nominee.
2.3
Negligence: Without limiting the generality of paragraph
2.1, the Company shall indemnify the Indemnitees against any
Liability in relation to a Claim arising from negligent conduct of
the Nominee.
2.4 Actual
Payment: The Company shall pay all amounts due to an Indemnitee
under this Indemnity Agreement forthwith upon demand by the
Indemnitee.
Despite any other
provision of this Indemnity Agreement, the Company is not obliged
under this Indemnity Agreement to make any payment that is
prohibited by applicable law, including, as at the date of this
Indemnity Agreement, Section 163 of the Business
Corporations Act (British Columbia) if that provision is
applicable, or by court order in force at the date the payment must
be made.
Unless prohibited
by applicable law or court order, the Company shall pay, as they
are incurred, in advance of the final disposition of a Claim, the
expenses actually and reasonab
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