EXHIBIT 10.13
INDEMNIFICATION AGREEMENT
THIS AGREEMENT is made this day of , 19 between
KING WORLD PRODUCTIONS, INC., a Delaware corporation (the "Corporation"),
and (the "Director").
WITNESSETH THAT:
WHEREAS, the Director is a member of the Board of Directors of
the Corporation and in such capacity is performing a valuable service for
the Corporation; and
WHEREAS, the stockholders of the Corporation have adopted the By-
laws of the Corporation (the "By-laws") which provide for the indemnifica-
tion of the officers, directors and employees of the Corporation to the
full extent authorized by law;
WHEREAS, Section 145(f) of the Delaware General Corporation Law
(the "Delaware Statute") provides that the provisions of Section 145
empowering the Corporation to indemnify directors, officers, employees and
agents of the Corporation in certain circumstances are not exclusive, and
contemplates that agreements may be entered into between the Corporation
and the members of its Board of Directors with respect to indemnification
of such directors;
WHEREAS, in accordance with the authorization provided by the
Delaware Statute, the Corporation presently maintains a policy or policies
of Directors' and Officers' Liability Insurance ("D & O Insurance"),
covering certain liabilities which may be incurred by its directors and
officers in the performance of their services for the Corporation;
WHEREAS, recent developments with respect to the terms and
availability of D&O Insurance and with respect to the application, amend-
ment and enforcement of statutory and by-law indemnification provisions
generally have raised questions concerning the adequacy and reliability of
the protection afforded to directors thereby; and
WHEREAS, in order to resolve such questions and thereby induce
the Director to continue to serve as a member of the Board of Directors of
the Corporation, the Corporation has determined and agreed to enter into
this contract with the Director.
NOW, THEREFORE, in consideration of the Director's continued
service as a director of the Corporation (or continued service at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture trust of other enterprise),
the parties hereto agree as follows:
11. MAINTENANCE OF INSURANCE AND SELF INSURANCE.
(a) The Corporation represents that it presently maintains in
force and effect policies of D&O Insurance written by the following
insurance companies and in the following amounts (the "Insurance Poli-
cies"):
Insurer Amount Deductible
------- ------ ----------
The Chubb Group $2,000,000 $5,000*
__________________
* $5,000 per director, per claim; $25,000 for all directors, per claim.
_______________________
Subject to the provisions of Section 1(b) hereof, the Corporation
hereby agrees that, so long as the Director shall continue to serve as a
director of the Corporation (or shall continue at the request of the
Corporation to serve as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise) and
thereafter so long as the Director shall be subject to any possible claim
or threatened, pending or completed action, suit or proceeding, whether
civil, criminal or investigative by reason of the fact that the Director
was a director of the Corporation (or served in any of said other capaci-
ties), the Corporation will purchase and maintain in effect for the benefit
of the Director one or more valid, binding and enforceable policy or
policies of D&O Insurance providing coverage at least comparable to that
currently provided pursuant to the Insurance Policies.
(b) The Corporation shall not be required to maintain said
policy or policies of D&O Insurance in effect if (i) said insurance is not
reasonably available or (ii) in the reasonable business judgment of the
then directors of the Corporation, either (x) the premium cost for such
insurance is substantially disproportionate to the amount of coverage
provided or (y) the coverage provided by such insurance is so limited by
exclusions that there is insufficient benefit from such insurance.
(c) In the event that the Corporation does not purchase and
maintain in effect said policy of policies of D&O Insurance pursuant to the
provisions of Section 1(b) hereof, the Corporation agrees to hold harmless
and indemnify the Director to the full extent of the coverage which would
otherwise have been required to be provided for the benefit of the Director
pursuant to Section 1(a) hereof.
12. ADDITIONAL INDEMNITY OF THE DIRECTOR. To the extent of any
losses incurred or suffered by the Director in excess of the amounts reim-
bursed or indemnified pursuant to the provisions of Section 1 hereof, the
Corporation further agrees to hold harmless and indemnify the Director to
the full extent permitted by the provisions of the Delaware Statute, as in
effect from time to time, or by any other statutory provisions authorizing
or permitting such indemnification which are adopted after the date hereof.
13. LIMITATION OF INDEMNITIES. The Company shall not be obli-
gated to pay any indemnify pursuant to Section 1 or Section 2 hereof or
make payment or reimbursement to the Director pursuant to any of the
provisions of this Agreement in the event and to the extent that it shall
have been finally determined by a court of competent jurisdiction that the
payment of such indemnity or the making of such other or payment or
reimbursement by the Corporation is unlawful.
14. CONTINUATION OF INDEMNITY. All agreements and obligations
of the Corporation contained herein shall continue during the period the
Director is a director, officer, employee or agent of the Corporation (or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise) and shall continue thereafter so long as the Director
shall be subject to any possible claim or threatened, pending or completed
action, suit or proceeding, whether, civil, criminal or investigative, by
reason of the fact that the Director was a director of the Corporation or
serving in any other capacity referred to herein.
15. NOTIFICATION AND DEFENSE OF CLAIM. Promptly after receipt
by the Director of notice of the commencement of any action, suit or
proceeding, the Director will, if a claim in respect thereof is to be made
against the Corporation under this Agreement, notify the Corporation of the
commencement thereof, but the failure so to notify the Corporation will not
relieve it from any liability which it may have to the Director other wise
than under this Agreement. With respect to any such action, suit or
proceeding as to which the Director notifies the Corporation of the com-
mencement thereof:
(a) The Corporation will be entitled to participate therein
at its own expense; and,
(b) Except as otherwise provided below, to the extent that
it may wish, the Corporation jointly with any other indemnifying
party similarly notified will be entitled to assume the defense
thereof, with counsel satisfactory to the Director. After notice
from the Corporation to the Director of its election so to assume
the defense thereof, the Corporation will not be liable to the
Director under this Agreement for any legal or other expenses
subsequently incurred by the Director in connection with the
defense thereof other than reasonable costs of investigation or
as otherwise provided below. The Director shall have the right
to employ its own counsel in such action, suit or proceeding but
the fees and expenses of such counsel incurred after notice from
the Corporation of its assumption of the defense thereof shall be
at the expense of the Director unless (i) the employment of
counsel by the Director has been authorized by the Corporation,
(ii) the Director shall have reasonably concluded that there may
be a conflict of interest between the Corporation and the Direc-
tor in the conduct of the defense of such action or (iii) the
Corporation shall not in fact have employed counsel to assume the
defense of such action, in each of which cases the fees and
expenses of counsel shall be at the expense of the Corporation.
The Corporation shall not be entitled to assume the defense of
the Director in any action, suit or proceeding brought by or on
behalf of the Corporation or as to which the Director shall have
made the conclusion provided for in (ii) above.
(c) The Corporation shall not be liable to indemnify the
Director under this Agreement for any amounts paid in settlement
of any action or claim effected without its written consent. The
Corporation shall not settle any action or claim in any manner
which would impose any penalty or limitation on the Director
without the Director's written consent. Neither the Corporation
nor the Director will unreasonably withhold its consent to any
proposed settlement.
16. REPAYMENT OF EXPENSES. The Director agrees that the
Director will reimburse the Corporation for all reasonable expenses paid by
the Corporation in defending any civil or criminal action, suit or pro-
ceeding against the Director in the event and only to the extent that it
shall be ultimately determined that the Director is not entitled to be
indemnified by the Corporation for such expenses under the provisions of
the Delaware Statute, the By-laws, this Agreement or otherwise.
17. ENFORCEMENT.
(a) The Corporation expressly confirms and agrees that it has
entered into this Agreement and assumed the obligations imposed on the
Corporation hereby in order to induce the Director to continue as a
director of the Corporation, and acknowledges that the Director is relying
upon this Agreement in continuing in such capacity.
(b) In the event the Director is required to bring any action to
enforce rights or to collect moneys due under this Agreement and is
successful in such action, the Corporation shall reimburse the Director for
all of the Director's reasonable fees and expenses in bringing and pursuing
such action.
18. SEVERABILITY. Each of the provisions of this Agreement is a
separate and distinct agreement and independent of the others so that if
any provision hereof shall be held to be valid or unenforceable, such
invalidity or unenforceability shall not effect the validity or unenforcea-
bility of the other provisions hereof.
19. GOVERNING LAW; BINDING EFFECT; AMENDMENT AND TERMINATION.
(a) This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
(b) This Agreement shall be binding upon the Director and upon
the Corporation, its successors and assigns, and shall inure to the benefit
of the Director, the Director's heirs, personal representatives, executors
and assigns and to the benefit of the Corporation, its successors and
assigns.
(c) No amendment, modification, termination or cancellation of
this Agreement shall be effective unless in writing signed by both parties
hereto.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on and as of the day and year first above written.
KING WORLD PRODUCTIONS, INC.
By: __________________________
______________________________
Director