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EXHIBIT 10.11
INDEMNIFICATION AGREEMENT
INDEMNIFICATION AGREEMENT, dated as of August 31, 1996, among MCM
Group, Inc., a Delaware corporation (the "Company"), McCarthy, Crisanti &
Maffei, Inc., a New York corporation ("MCM), Clayton, Dubilier & Rice, Inc., a
Delaware corporation ("CD&R"), and The Clayton & Dubilier Private Equity Fund IV
Limited Partnership, a Connecticut limited partnership ("C&D Fund IV").
Capitalized terms used herein without definition have the meanings set forth in
Section 1 of this Agreement.
W I T N E S S E T H:
WHEREAS, C&D Fund IV is a private investment fund managed by CD&R, and
the general partner of C&D Fund IV is Clayton & Dubilier Associates IV Limited
Partnership, a Connecticut limited partnership (together with any general
partner of any other investment fund managed by CD&R, "C&D Associates");
WHEREAS, as of the date hereof, VK/AC Holding, Inc., a Delaware
corporation ("VK/AC"), has made a distribution of the outstanding Class A Common
Stock, par value $.01 per share, of the Company, to its common stockholders in
proportion to their respective holdings of VK/AC common stock (such
distribution, the "MGI Spin-Off");
WHEREAS, C&D Fund IV holds a majority of the outstanding shares of
common stock of VK/AC and, after giving effect to the MGI Spin-Off, holds a
majority of the outstanding shares of common stock of the Company;
WHEREAS, CD&R has performed financial, management advisory and other
services for the Company and MCM in connection with the MGI Spin-Off, the
Management Offering and certain associated transactions, including but not
limited to (i) the formation and capitalization of the Company, (ii) the
preparation and negotiation of a transitional services agreement, a tax sharing
agreement, a registration and participation agreement and other agreements
relating to the MGI Spin-Off and the grant of the Special MGI Options, (iii) the
preparation and negotiation of subscription and other agreements relating to the
Special MGI Options and the MGI Management Options, (iv) the preparation and
circulation of the Information Statement and other materials to the stockholders
of VK/AC in connection
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with the MGI Spin-Off, (v) the preparation and circulation of the Management
Offering Memorandum to the MGI Management Investors in connection with the
Management Offering, and (vi) the structuring, implementation and consummation
of the MGI Spin-Off, the Management Offering and certain associated transactions
(such transactions collectively, the "Transactions");
WHEREAS, concurrently with the execution and delivery of this
Agreement, each of the Company and MCM is entering into a Consulting Agreement,
dated as of the date hereof (the "Consulting Agreement"), among the Company, MCM
and CD&R;
WHEREAS, the parties hereto recognize the possibility that claims
might be made against and liabilities incurred by CD&R, C&D Fund IV, C&D
Associates or related persons or affiliates under applicable securities laws or
otherwise in connection with the Transactions or any Subsequent Offering, or
relating to other actions or omissions of or by the Company, MCM or their
Subsidiaries, or relating to the provision by CD&R of management consulting,
monitoring and financial advisory services to the Company, MCM and the
Subsidiaries, and the parties hereto accordingly wish to provide for CD&R, C&D
Fund IV, C&D Associates and related persons and affiliates to be indemnified in
respect of any such claims and liabilities; and
WHEREAS, the parties hereto recognize that claims might be made against
and liabilities incurred by directors and officers of the Company, MCM or any
Subsidiary in connection with their acting in such capacity, and accordingly
wish to provide for such directors and officers to be indemnified to the fullest
extent permitted by law in respect of any such claims and liabilities;
NOW, THEREFORE, in consideration of the foregoing premises, and the
mutual agreements and covenants and provisions herein set forth, the parties
hereto hereby agree as follows:
1. Definitions.
(a) "Claim" means, with respect to any Indemnitee, any claim against
such Indemnitee involving any Obligation with respect to which such Indemnitee
may be entitled to be defended and indemnified by the Company and MCM under this
Agreement.
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(b) "Indemnitee" means each of CD&R, C&D Fund IV, C&D Associates, their
respective successors and assigns, and their respective directors, officers,
partners, employees, agents, advisors, representatives and controlling persons
(within the meaning of the Securities Act of 1933, as amended (the "Securities
Act")) and each other person who is or becomes a director or an officer of the
Company, MCM or any Subsidiary.
(c) "Information Statement" means the information statement dated the
date hereof relating to the MGI Spin-Off, delivered to the common stockholders
of VK/AC.
(d) "Management Offering" means the offering of the Management Shares
and the grant of the MGI Management Options by the Company to the MGI Management
Investors.
(e) "Management Offering Memorandum" means the offering memorandum
relating to the Management Offering and delivered to the MGI Management
Investors.
(f) "Management Shares" means shares of the Company's Class C Common
Stock, par value $.01 per share, offered to the MGI Management Investors in the
Management Offering.
(g) "MGI Management Investors" means those key employees of the
Company, MCM and the Subsidiaries who have subscribed for Management Shares and
to whom the Company has granted MGI Management Options.
(h) "MGI Management Options" means options to purchase additional
shares of the Company's Class C Common Stock, par value $.01 per share, granted
to subscribers of Management Shares.
(i) "Obligations" means, collectively, any and all claims, obligations,
liabilities, causes of actions, actions, suits, proceedings, investigations,
judgments, decrees, losses, damages, fees, costs and expenses (including
without limitation interest, penalties and fees and disbursements of attorneys,
accountants, investment bankers and other professional advisors), in each case
whether incurred, arising or existing with respect to third parties or otherwise
at any time or from time to time.
(j) "Redemption" means any repurchase, redemption or other acquisition
by the Company, MCM or any Subsidiary of any of its securities outstanding from
time to time.
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(k) "Related Document" means any agreement, certificate, instrument or
other document to which the Company, MCM or any Subsidiary may be a party or by
which it or any of its properties or assets may be bound or affected from time
to time relating in any way to the MGI Spin-Off or any Securities Offering or
any of the transactions contemplated thereby, including without limitation, in
each case as the same may be amended, modified, waived or supplemented from time
to time, (A) any registration statement filed by or on behalf of the Company,
MCM or any Subsidiary with the Securities Exchange Commission (the "Commission")
in connection with any Securities Offering, including all exhibits, financial
statements and schedules appended thereto, and any submissions to the Commission
in connection therewith, (B) any prospectus, preliminary or otherwise, included
in such registration statements or otherwise filed by or on behalf of the
Company, MCM or any Subsidiary in connection with any Securities Offering or
used to offer or confirm sales of their respective securities in any Securities
Offering, (C) the Information Statement or other information or materials
distributed by or on behalf of VK/AC, the Company or MCM in connection with the
MGI Spin-Off, (D) any private placement or offering memorandum (including the
Management Offering Memorandum) or circular, or other information or materials
distributed by or on behalf of the Company, MCM or any Subsidiary or any
placement agent or underwriter in connection with any Securities Offering, (E)
any federal, state or foreign securities law or other governmental or regulatory
filings or applications made in connection with any Securities Offering, the MGI
Spin-Off or any of the transactions contemplated thereby, (F) any
dealer-manager, underwriting, subscription, purchase, stockholders, bailment,
option or registration rights agreement or plan entered into or adopted by the
Company, MCM or any Subsidiary in connection with any Securities Offering or the
MGI Spin-Off, (G) any purchase, repurchase, redemption or other agreement
entered into by the Company, MCM or any Subsidiary in connection with any
Redemption, or (H) any quarterly, annual or current reports filed by the
Company, MCM or any Subsidiary with the Commission.
(l) "Securities Offerings" means the Management Offering and any
Subsequent Offering.
(m) "Special Options" means the special options to purchase the
Company's Class A Common Stock, par value $.01 per share, granted by the Company
on a one-time basis to executive officers, managers and employees of VK/AC and
its Subsidiaries holding options to purchase shares of the
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Class A common stock, par value $0.01 per share, of VK/AC in proportion (other
than fractional options to purchase the Company's stock) to their respective
holdings of such options.
(n) "Subsequent Offering" means any offer and sale by the Company, MCM
or any Subsidiary of equity or debt securities, including pursuant to the
exercise of the Special Options.
(o) "Subsidiary" means each corporation or other person or entity in
which the Company or MCM owns or controls, directly or indirectly, capital stock
or other equity interests representing at least 50% of the outstanding voting
stock or other equity interests.
2. Indemnification.
(a) Each of the Company and MCM (each an "Indemnifying Party, and
collectively, the "Indemnifying Parties"), jointly and severally, agrees to
indemnify, defend and hold harmless each Indemnitee:
(i) from and against any and all Obligations, whether incurred with
respect to third parties or otherwise, in any way resulting from, arising
out of or in connection with, based upon or relating to (A) the Securities
Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
or any other applicable securities or other laws, in connection with the MGI
Spin-Off, any Securities Offering, any Related Document or any of the
transactions contemplated thereby, (B) any other action or failure to act of
the Company, MCM or any Subsidiary or any of their predecessors, whether
such action or failure has occurred or is yet to occur or (C) except to the
extent that any such Obligation is found in a final judgment by a court of
competent jurisdiction to have resulted from the gross negligence or
intentional misconduct of CD&R, the performance by CD&R of management
consulting, monitoring, financial advisory or other services for the
Company, MCM or any of the Subsidiaries (whether performed prior to the date
hereof, hereafter, pursuant to the Consulting Agreement or otherwise); and
(ii) to the fullest extent permitted by Delaware law, from and against
any and all Obligations in any way resulting from, arising out of or in
connection with, based upon or relating to (A) the fact that such Indemnitee
is or was a director or an officer of the
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Company, MCM or any Subsidiary, as the case may be, or is or was
serving at the request of such corporation as a director, officer, employee
or agent of or advisor or consultant to another corporation, partnership,
joint venture, trust or other enterprise or (B) any breach or alleged breach
by such Indemnitee of his or her fiduciary duty as a director or an officer
of the Company, MCM or any Subsidiary, as the case may be;
in each case including but not limited to any and all fees, costs and expenses
(including without limitation fees and disbursements of attorneys) incurred by
or on behalf of any Indemnitee in asserting, exercising or enforcing any of its
rights, powers, privileges or remedies in respect of this Agreement or the
Consulting Agreement.
(b) Without in any way limiting the foregoing Section 2(a), each of the
Indemnifying Parties agrees, jointly and severally, to indemnify, defend and
hold harmless each Indemnitee from and against any and all Obligations resulting
from, arising out of or in connection with, based upon or relating to
liabilities under the Securities Act, the Exchange Act or any other applicable
securities or other laws, rules or regulations in connection with (i) the
inaccuracy or breach of or default under any representation, warranty, covenant
or agreement in any Related Document, (ii) any untrue statement or alleged
untrue statement of a material fact contained in any Related Document or (iii)
any omission or alleged omission to state in any Related Document a material
fact required to be stated therein or necessary to make the statements therein
not misleading. Notwithstanding the foregoing, none of the Indemnifying Parties
shall be obligated to indemnify such Indemnitee from and against any such
Obligation to the extent that such Obligation arises out of or is based upon an
untrue statement or omission made in such Related Document in reliance upon and
in conformity with written information furnished to the Company or MCM, as the
case may be, in an instrument duly executed by such Indemnitee and specifically
stating that it is for use in the preparation of such Related Document.
3. Contribution.
(a) Except to the extent that Section 3(b) is applicable, if for any
reason the indemnity provided for in Section 2(a) is unavailable or is
insufficient to hold harmless any Indemnitee from any of the Obligations covered
by such indemnity, then each of the Indemnifying Parties, jointly and severally,
shall contribute to the amount paid
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or payable by such Indemnitee as a result of such Obligation in such proportion
as is appropriate to reflect (i) the relative fault of each of the Company, MCM
and the Subsidiaries, on the one hand, and such Indemnitee, on the other, in
connection with the state of facts giving rise to such Obligation, (ii) if such
Obligation results from, arises out of, is based upon or relates to any
Securities Offering, the relative benefits received by each of the Company, MCM
and the Subsidiaries, on the one hand, and such Indemnitee, on the other, from
such Securities Offering, as the case may be, and (iii) if required by
applicable law, any other relevant equitable considerations.
(b) If for any reason the indemnity specifically provided for in
Section 2(b) is unavailable or is insufficient to hold harmless any Indemnitee
from any of the Obligations covered by such indemnity, then the Indemnifying
Parties, jointly and severally, shall contribute to the amount paid or payable
by such Indemnitee as a result of such Obligation in such proportion as is
appropriate to reflect (i) the relative fault of each of the Company, MCM and
the Subsidiaries, on the one hand, and such Indemnitee, on the other, in
connection with the information contained in or omitted from any Related
Document, which inclusion or omission resulted in the inaccuracy or breach of or
default under any representation, warranty, covenant or agreement therein, or
which information is or is alleged to be untrue, required to be stated therein
or necessary to make the statements therein not misleading, (ii) if such
Obligation results from, arises out of, is based upon or related to any
Securities Offering, the relative benefits received by the Company, MCM and the
Subsidiaries, on the one hand, and such Indemnitee, on the other, from such
Securities Offering, as the case may be, and (iii) if required by applicable
law, any other relevant equitable considerations.
(c) For purposes of Section 3(a), the relative fault of each of the
Company, MCM and the Subsidiaries, on the one hand, and of the Indemnitee, on
the other, shall be determined by reference to, among other things, their
respective relative intent, knowledge, access to
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information and opportunity to correct the state of facts giving rise to such
Obligation. For purposes of Section 3(b), the relative fault of each of the
Company, MCM and the Subsidiaries, on the one hand, and of the Indemnitee, on
the other, shall be determined by reference to, among other things, (i) whether
the included or omitted information relates to information supplied by the
Company, MCM and the Subsidiaries, on the one hand, or by such Indemnitee, on
the other, and (ii) their respective relative intent, knowledge, access to
information and opportunity to correct such inaccuracy, breach, default, untrue
or alleged untrue statement, or omission or alleged omission. For purposes of
Section 3(a) or 3(b), the relative benefits received by each of the Company, MCM
and the Subsidiaries, on the one hand, and the Indemnitee, on the other, shall
be determined by weighing the direct monetary proceeds to the Company, MCM and
the Subsidiaries, on the one hand, and such Indemnitee, on the other, from such
Securities Offering.
(d) The parties hereto acknowledge and agree that it would not be just
and equitable if contributions pursuant to Section 3(a) or 3(b) were determined
by pro rata allocation or by any other method of allocation that does not take
into account the equitable considerations referred to in such respective
Section. The Indemnifying Parties shall not be liable under Section 3(a) or
3(b), as applicable, for contribution to the amount paid or payable by any
Indemnitee except to the extent and under such circumstances any Indemnifying
Party would have been liable to indemnify, defend and hold harmless such
Indemnitee under the corresponding Section 2(a) or 2(b), as applicable, if such
indemnity were enforceable under applicable law. No Indemnitee shall be entitled
to contribution from any Indemnifying Party with respect to any Obligation
covered by the indemnity specifically provided for in Section 2(b) in the event
that such Indemnitee is finally determined to be guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) in
connection with such Obligation and the Indemnifying Parties are not guilty of
such fraudulent misrepresentation.
4. Indemnification Procedures.
(a) Whenever any Indemnitee shall have actual knowledge of the
reasonable likelihood of the assertion of a Claim, CD&R (acting on its own
behalf or, if requested by any such Indemnitee other than itself, on behalf of
such Indemnitee) or such Indemnitee shall notify any Indemnifying Party in
writing of the Claim (the "Notice of Claim") with reasonable promptness after
such Indemnitee has such knowledge relating to such Claim and has notified CD&R
thereof. The Notice of Claim shall specify all material facts known to CD&R (or
if given by such Indemnitee, such Indemnitee) that may give rise to such Claim
and the monetary amount or an estimate of the monetary amount of the Obligation
involved if CD&R (or if given by such Indemnitee, such Indemnitee) has knowledge
of such amount or a reasonable basis for making such an estimate. The failure of
CD&R or such Indemnitee to give such Notice of Claim
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shall not relieve the Indemnifying Parties of their respective indemnification
obligations under this Agreement except to the extent that such omission results
in a failure of actual notice to them and they are materially injured as a
result of the failure to give such Notice of Claim. The Indemnifying Parties
shall, at their expense, undertake the defense of such Claim with attorneys of
their own choosing satisfactory in all respects to CD&R. CD&R may participate in
such defense with counsel of CD&R's choosing at the expense of the Indemnifying
Parties. In the event that none of the Indemnifying Parties undertakes the
defense of the Claim within a reasonable time after CD&R has given the Notice of
Claim, CD&R may, at the expense of the Indemnifying Parties and after giving
notice to any Indemnifying Party of such action, undertake the defense of the
Claim and compromise or settle the Claim, all for the account of and at the risk
of the Indemnifying Parties. In the defense of any Claim, the Indemnifying
Parties shall not, except with the consent of CD&R, consent to entry of any
judgment or enter into any settlement that includes any injunctive or other
non-monetary relief, or that does not include as an unconditional term thereof
the giving by the person or persons asserting such Claim to such Indemnitee of a
release from all liability with respect to such Claim and any other Claim that
was or could have been asserted by such person or persons. In each case, CD&R
and each other Indemnitee seeking indemnification hereunder will cooperate with
the Indemnifying Parties, so long as the Indemnifying Parties are conducting the
defense of the Claim, in the preparation for and the prosecution of the defense
of such Claim, including making available evidence within the control of CD&R or
such Indemnitee, as the case may be, and persons needed as witnesses who are
employed by CD&R or such Indemnitee, as the case may be, in each case as
reasonably needed for such defense and provided that the cost of making
available such evidence or persons, to the extent reasonably incurred, shall be
paid by the Indemnifying Parties.
(b) The Indemnifying Parties hereby agree to advance costs and
expenses, including attorney's fees, incurred by CD&R (acting on its own behalf
or, if requested by any such Indemnitee other than itself, on behalf of such
Indemnitee) or any Indemnitee in defending any Claim in advance of the final
disposition of such Claim upon receipt of an undertaking by or on behalf of CD&R
or such Indemnitee to repay amounts so advanced if it shall ultimately be
determined that CD&R or such Indemnitee is not entitled to be indemnified by any
Indemnifying Party as authorized by this Agreement.
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(c) CD&R shall notify the Indemnifying Parties in writing of the amount
of any Claim actually paid by CD&R (the "Notice of Payment"). The amount of any
Claim actually paid by CD&R or by any Indemnitee shall bear simple interest at
the rate equal to the prime rate of Chemical Bank (or any successor by merger)
as of the date of such payment plus 2% per annum, from the date any Indemnifying
Party receives the Notice of Payment to the date on which any Indemnifying Party
shall repay the amount of such Claim plus interest thereon to CD&R or such
Indemnitee, as the case may be.
5. Certain Covenants. The Company agrees to cause MCM to perform its
obligations under this Agreement. The rights of each Indemnitee to be
indemnified under any other agreement, document, certificate or instrument or
applicable law are independent of and in addition to any rights of such
Indemnitee to be indemnified under this Agreement. The rights of each Indemnitee
and the obligations of the Company and MCM hereunder shall remain in full force
and effect regardless of any investigation made by or on behalf of such
Indemnitee. The Company shall maintain the State of Delaware as its state of
incorporation and MCM shall maintain the State of New York as its state of
incorporation (provided that MCM may reincorporate in the State of Delaware) and
shall implement and maintain in full force and effect any and all corporate
charter and by-law provisions that may be necessary or appropriate to enable it
to carry out its obligations hereunder to the fullest extent permitted by
Delaware or New York corporate law, as the case may be, including without
limitation, with respect to the Company, a provision of its certificate of
incorporation eliminating liability of a director for breach of fiduciary duty
to the fullest extent permitted by Section 102(b)(7) (or any successor section
thereto) of the General Corporation Law of the State of Delaware, as amended
from time to time.
6. Notices. All notices and other communications hereunder shall be in
writing and shall be delivered by certified or registered mail (first class
postage prepaid and return receipt requested), telecopier, overnight courier or
hand delivery, as follows:
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(a) if to the Company or MCM:
MCM Group, Inc.
McCarthy, Crisanti & Maffei, Inc.
One Chase Manhattan Plaza
37th Floor
New York, NY 10005
Facsimile: (212) 908-4345
Telephone: (212) 908-4320
Attention: David Nixon
(b) if to CD&R, to:
Clayton, Dubilier & Rice, Inc.
375 Park Avenue
18th Floor
New York, New York 10152
Telephone: (212) 407-5200
Facsimile: (212) 407-5252
Attention: Alberto Cribiore
(c) if to C&D Fund IV, to:
The Clayton & Dubilier Private Equity Fund IV
Limited Partnership
270 Greenwich Avenue
Greenwich, Connecticut 06830
Telephone: (203) 661-3998
Attention: Clayton & Dubilier Associates IV
Limited Partnership
Attention: Joseph L. Rice, III
or to such other address or such other person as the Company, MCM, CD&R or C&D
Fund IV, as the case may be, shall have designated by notice to the other
parties hereto. All communications hereunder shall be effective upon receipt by
the party to which they are addressed. A copy of any notice or other
communication given under this Agreement shall also be given to:
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Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
Telephone: (212) 909-6000
Facsimile: (212) 909-6836
Attention: Franci J. Blassberg, Esq.
7. Governing Law. This Agreement shall be governed in all respects,
including validity, interpretation and effect, by the law of the State of New
York, regardless of the law that might be applied under principles of conflict
of laws, except to the extent that the corporate law of the State of Delaware
specifically and mandatorily applies, in which case such law shall apply.
8. Severability. If any provision or provisions of this Agreement shall
be held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions hereof shall not in any way be
affected or impaired thereby.
9. Miscellaneous. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. This Agreement shall be binding upon and inure
to the benefit of each party hereto and its successors and permitted assigns,
and each other Indemnitee, but neither this Agreement nor any right, interest or
obligation hereunder shall be assigned, whether by operation of law or
otherwise, by the Company or MCM without the prior written consent of CD&R and
C&D Fund IV. This Agreement is not intended to confer any right or remedy
hereunder upon any person other than each of the parties hereto and their
respective successors and permitted assigns and each other Indemnitee. Upon any
consolidation or merger, or any conveyance, transfer or lease of all or
substantially all of the assets of the Company or MCM, the successor corporation
formed by such consolidation or into which the Company or MCM is merged or to
which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, the Company or MCM, as the case may be, under this Agreement
with the same effect as if such successor corporation had been a party thereto.
No such consolidation, merger or conveyance, transfer or lease of all or
substantially all of the assets of the Company or MCM shall have the effect of
terminating this Agreement or of releasing the Company or MCM, as the case may
be, or any such successor corporation from its obligations hereunder. No
amendment, modification, supplement or discharge of this Agreement, and no
waiver
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hereunder shall be valid and binding unless set forth in writing and duly
executed by the party or other Indemnitee against whom enforcement of the
amendment, modification, supplement or discharge is sought. Neither the waiver
by any of the parties hereto or any other Indemnitee of a breach of or a default
under any of the provisions of this Agreement, nor the failure by any party
hereto or any other Indemnitee on one or more occasions, to enforce any of the
provisions of this Agreement or to exercise any right, powers or privilege
hereunder, shall be construed as a waiver of any other breach or default of a
similar nature, or as a waiver of any provisions hereof, or any rights, powers
or privileges hereunder. The rights and remedies herein provided are cumulative
and are not exclusive of any rights or remedies that any party or other
Indemnitee may otherwise have at law or in equity or otherwise. This Agreement
may be executed in several counterparts, each of which shall be deemed an
original, and all of which together shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement by their authorized representatives as of the date first above
written.
MCM GROUP, INC.
By: /s/ David Nixon
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Name: David Nixon
Title: President and Chief
Executive Officer
McCARTHY, CRISANTI & MAFFEI, INC.
By: /s/ David Nixon
--------------------------------
Name: David Nixon
Title: President and Chief
Executive Officer
CLAYTON, DUBILIER & RICE, INC.
By: /s/ Alberto Cribiore
--------------------------------
Name:
Title:
THE CLAYTON & DUBILIER PRIVATE EQUITY
FUND IV LIMITED PARTNERSHIP
By: Clayton & Dubilier Associates IV
Limited Partnership, its General
Partner
By: /s/ Alberto Cribiore
----------------------------
Name: Alberto Cribiore
Title: a General Partner
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