Exhibit 10.6


 


INDEMNIFICATION AGREEMENT


 


THIS
INDEMNIFICATION AGREEMENT (the “Agreement”) is
made and entered into as of                 ,
2010, by and between CastleRock Security Holdings, Inc., a Delaware
corporation (the “Company”), and                      
(“Indemnitee”).


 


WHEREAS,
the Company is aware that, in order to attract and retain highly competent
individuals to serve the Company as directors or officers, the Company must
provide such persons with adequate protection through indemnification against
risks of claims and actions against them arising out of their service to and
activities on behalf of the Company;


 


WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to
obligate itself to indemnify, and to advance expenses on behalf of, such
persons 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;


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Certificate and
Bylaws (as defined below) of the Company and any resolutions adopted pursuant
thereto, and shall not be deemed a substitute therefor, nor to diminish or
abrogate any rights of Indemnitee thereunder;


 


WHEREAS, Indemnitee
is willing to serve as an officer and/or director of the Company, continue to
serve and to take on additional service for or on behalf of the Company, on the
condition that Indemnitee be so indemnified;


 


[WHEREAS, Indemnitee
is a representative of or otherwise affiliated with                     
(together with its affiliates, the “Fund Indemnitors”),
and may have certain rights to indemnification, advancement of expenses and/or
insurance provided by or with respect to the Fund Indemnitors, which
Indemnitee, the Company and the Fund Indemnitors intend to be secondary to the
primary obligation of the Company to indemnify Indemnitee as provided herein,
with the Company’s acknowledgement and agreement to the foregoing being a
material condition to Indemnitee’s willingness to serve as a director of the
Company; and,]


 


NOW,
THEREFORE, in consideration of the foregoing and the Indemnitee’s service as an
officer or director after the date hereof, and intending to be legally bound
hereby, the parties hereto agree as follows:


 


1.             Definitions.  For purposes of this Agreement:


 


(a)           “Board”
shall mean the Board of Directors of the Company.


 


(b)           “Change in
Control” shall mean: (i) any “person” (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act), other than a trustee
or other fiduciary holding securities under an employee benefit plan of the
Company or a corporation owned directly or 


 


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indirectly by the stockholders 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 the
Exchange Act), directly or indirectly, of securities of the Company
representing 50% or more of the total voting power represented by the Company’s
then outstanding Voting Securities; (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board and any new director whose election by the Board 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 a
majority of the Board; (iii) the stockholders of the Company approve a
merger or consolidation of the Company with any other entity, other than a
merger or consolidation that 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) at least 51% 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 stockholders
of the Company approve a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company (in one transaction or a
series of transactions) of all or substantially all of the Company’s assets.


 


(c)           “Corporate Status” shall mean a person who is or was a
director, officer, employee, agent or fiduciary of the Company or of any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise and who is or was serving in such position at the express written
request of the Company.


 


(d)           “Determination”
shall mean that either (i) there is a reasonable basis for the conclusion
that indemnification of Indemnitee is proper in the circumstances because
Indemnitee met a particular standard of conduct or (ii) there is no
reasonable basis for the conclusion that indemnification of Indemnitee is
proper in the circumstances because Indemnitee met a particular standard of
conduct.


 


(e)           “Disinterested Director” shall mean a director of the Company
who is and was not a party to a Proceeding in respect of which indemnification
is sought by Indemnitee.


 


(f)            “Enterprise” shall mean the Company and any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
that Indemnitee is or was serving at the express written request of the Company
as a director, officer, employee, agent or fiduciary.


 


(g)           “Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


 


(h)           “Expenses” shall mean all reasonable attorneys’ fees,
retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, participating, or being or preparing to be
a witness in a Proceeding, or responding to, or objecting to, a request to
provide discovery in any 


 


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Proceeding.  “Expenses”
also shall mean expenses incurred in connection with any appeal resulting from
any Proceeding and any federal, state, local or foreign taxes imposed on the
Indemnitee as a result of the actual or deemed receipt of any payments under
this Agreement, including without limitation the premium, security for, and
other costs relating to any cost bond, supersede as bond, or other appeal bond
or its equivalent.  “Expenses,” however,
shall not mean amounts paid in settlement by Indemnitee or the amount of
judgments or fines against Indemnitee.


 


(i)            “Independent Counsel” shall mean a law firm, or a member of a law
firm, that is experienced in matters of corporation law and neither presently
is, nor in the past five years has been, retained to represent:  (i) the Company or Indemnitee [(or the
Fund Indemnitors, as the case may be)] in any matter material to such party
(other than with respect to matters concerning Indemnitee under this Agreement,
or of other indemnitees under similar indemnification agreements), or (ii) any
other party to the Proceeding giving rise to a claim for indemnification
hereunder.  “Independent Counsel” shall
not mean any person who, under the applicable standards of professional conduct
then prevailing, would have a conflict of interest in representing either the
Company or Indemnitee in an action to determine Indemnitee’s rights under this
Agreement.


 


(j)            “Proceeding” shall mean any threatened, pending or completed
action, suit, arbitration, alternate dispute resolution mechanism,
investigation, inquiry, administrative hearing or any other actual, threatened
or completed proceeding, whether brought by or in the right of the Company or
otherwise and whether civil, criminal, administrative or investigative, in
which Indemnitee was, is or will be involved as a party or otherwise, by reason
of the fact that Indemnitee is or was an officer or director of the Company, by
reason of any action taken by Indemnitee or of any inaction on Indemnitee’s
part while acting as an officer or director of the Company, or by reason of the
fact that Indemnitee is or was serving at the request of the Company as a director,
officer, employee, agent or fiduciary of another corporation, partnership,
joint venture, trust or other Enterprise; in each case whether or not
Indemnitee is acting or serving in any such capacity at the time any liability
or expense is incurred for which indemnification can be provided under this
Agreement; including one pending on or before the date of this Agreement, but
excluding one initiated by an Indemnitee pursuant to Section 9 of
this Agreement to enforce Indemnitee’s rights under this Agreement.


 


(k)           “Reviewing
Party” shall mean either the Disinterested Directors or Independent
Counsel selected in accordance with Section 7 below.


 


(l)            “Voting
Securities” shall mean any securities of the Company that vote
generally in the election of directors.


 


2.             Indemnity of Indemnitee.  The Company hereby agrees to hold harmless
and indemnify Indemnitee to the fullest extent permitted by the Certificate of
Incorporation of the Company (as may be amended from time to time, the “Certificate”), the Bylaws of the Company (as amended from
time to time, the “Bylaws”), the
Delaware General Corporation Law (“DGCL”),
or other applicable law in effect on the date of this Agreement and to any
greater extent that applicable law may in the future from time to time permit.  In furtherance of the foregoing
indemnification, and without limiting the generality thereof:


 


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(a)           Proceedings Other Than
Proceedings by or in the Right of the Company.  Indemnitee shall be entitled to the rights of
indemnification provided in this Section 2(a) if, by reason of
Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be made,
a party to or participant in any Proceeding 
other than a Proceeding by or in the right of the Company.  Pursuant to this Section 2(a), Indemnitee
shall be indemnified against all Expenses, judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred by Indemnitee, or
on Indemnitee’s behalf, in connection with such Proceeding or any claim, issue
or matter therein, if the Indemnitee acted in good faith and in a manner the
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company, and with respect to any criminal Proceeding, had no reasonable
cause to believe the Indemnitee’s conduct was unlawful.


 


(b)           Proceedings by or in the
Right of the Company.  Indemnitee
shall be entitled to the rights of indemnification provided in this Section 2(b) if,
by reason of Indemnitee’s Corporate Status, the Indemnitee is, or is threatened
to be made, a party to or participant in any Proceeding brought by or in the
right of the Company.  Pursuant to this Section 2(b), Indemnitee
shall be indemnified against all Expenses actually and reasonably incurred by
the Indemnitee, or on the Indemnitee’s behalf, in connection with such
Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Company; provided, however, if applicable law so provides, no indemnification
against such Expenses shall be made in respect of any claim, issue or matter in
such Proceeding as to which Indemnitee shall have been adjudged to be liable to
the Company unless and to the extent that the Court of Chancery of the State of
Delaware shall determine that such indemnification may be made.


 


(c)           Whole or Partial Success.  Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s
Corporate Status, a party to and is successful, on the merits or otherwise, in
any Proceeding, Indemnitee shall be indemnified to the maximum extent
permitted by law, as such may be amended from time to time, against all
Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection therewith.  If
Indemnitee is not wholly successful in such Proceeding but is successful, on
the merits or otherwise, as to one or more but less than all claims, issues or
matters in such Proceeding, the Company shall indemnify Indemnitee against all
Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with each successfully resolved claim, issue or
matter.  For purposes of this Section 2(c) and
without limitation, the termination of any claim, issue or matter in such a
Proceeding by dismissal, with or without prejudice, without any express finding
of liability or guilt against Indemnitee and without any promise or payment
made to induce a settlement shall be deemed to be a successful result as to
such claim, issue or matter.


 


3.             Additional Indemnity.  In addition to, and without regard to any
limitations on, the indemnification provided for in Section 2 of
this Agreement, the Company shall and hereby does indemnify and hold harmless
Indemnitee against all Expenses, judgments, penalties, fines and amounts paid
in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or
is threatened to be made, a party to or participant in any Proceeding
(including a Proceeding by or in the right of the Company).  Notwithstanding the foregoing, the Company
shall not be 


 


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obligated to make any payment to Indemnitee that is
finally determined (under the procedures, and subject to the presumptions, set
forth in Sections 7 and 8 hereof) to be unlawful.


 


4.             Indemnification for Expenses
of a Witness. 
Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness, or
is made (or asked to) respond to discovery requests, in any Proceeding to which
Indemnitee is not a party, Indemnitee shall be indemnified against all
Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection therewith.


 


5.             Advancement of Expenses.  Subject only to Section 11 and
notwithstanding any other provision of this Agreement, the Company shall
advance all Expenses incurred by or on behalf of Indemnitee in connection with
any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30)
days after the receipt by the Company of a statement or statements from
Indemnitee requesting such advance or advances from time to time, whether prior
to or after final disposition of such Proceeding.  Such statement or statements shall reasonably
evidence the Expenses incurred by Indemnitee and shall include or be preceded
or accompanied by a written undertaking by or on behalf of Indemnitee to repay
any Expenses advanced if it shall ultimately be determined that Indemnitee is
not entitled to be indemnified against such Expenses.  Any advances and undertakings to repay
pursuant to this Section 5 shall be unsecured and interest free.  The right to advances under this Section 5
shall not apply to any claim made by Indemnitee for which indemnity is excluded
pursuant to Section 11.


 


6.             Contribution.


 


(a)           Whether or not the
indemnification provided in Sections 2 and 3 hereof is available,
in respect of any threatened, pending or completed action, suit or proceeding
in which the Company is jointly liable with Indemnitee (or would be if joined
in such action, suit or proceeding), the Company shall pay, in the first
instance, the entire amount of any judgment or settlement of such action, suit
or proceeding without requiring Indemnitee to contribute to such payment and
the Company hereby waives and relinquishes any right of contribution it may
have against Indemnitee.  The Company
shall not enter into any settlement of any action, suit or proceeding in which
the Company is jointly liable with Indemnitee (or would be if joined in such
action, suit or proceeding) unless such settlement provides for a full and
final release of all claims asserted against Indemnitee.


 


(b)           Without diminishing or
impairing the obligations of the Company set forth in the preceding
subparagraph, if, for any reason, Indemnitee shall elect or be required to
pay all or any portion of any judgment or settlement in any threatened, pending
or completed action, suit or proceeding in which the Company is jointly liable
with Indemnitee (or would be if joined in such action, suit or proceeding), the
Company shall contribute to the amount of Expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred and paid or payable
by Indemnitee in proportion to the relative benefits received by the Company
and all officers, directors or employees of the Company, other than Indemnitee,
who are jointly liable with Indemnitee (or would be if joined in such action,
suit or proceeding), on the one hand, and Indemnitee, on the other hand, from
the transaction from which such action, suit or proceeding arose; provided,
however, that the proportion determined on the basis of relative benefit may,
to the extent necessary to conform to law, be further adjusted by reference to
the relative fault of 


 


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the Company and all officers, directors or employees
of the Company other than Indemnitee who are jointly liable with Indemnitee (or
would be if joined in such action, suit or proceeding), on the one hand, and
Indemnitee, on the other hand, in connection with the events that resulted in
such Expenses, judgments, fines or settlement amounts, as well as any other
equitable considerations which the Law may require to be considered.  The relative fault of the Company and all
officers, directors or employees of the Company, other than Indemnitee, who are
jointly liable with Indemnitee (or would be if joined in such action, suit or
proceeding), on the one hand, and Indemnitee, on the other hand, shall be
determined by reference to, among other things, the degree to which their
actions were motivated by intent to gain personal profit or advantage, the
degree to which their liability is primary or secondary and the degree to which
their conduct is active or passive.


 


(c)           The Company hereby agrees to
fully indemnify and hold Indemnitee harmless from any claims of contribution
which may be brought by officers, directors or employees of the Company, other
than Indemnitee, who may be jointly liable with Indemnitee.


 


(d)           To the fullest extent
permissible under applicable law, if the indemnification provided for in this
Agreement is unavailable to Indemnitee for any reason whatsoever, the Company,
in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by
Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid
or to be paid in settlement and/or for Expenses, in connection with any claim
relating to an indemnifiable event under this Agreement, in such proportion as
is deemed fair and reasonable in light of all of the circumstances of such
Proceeding in order to reflect (i) the relative benefits received by the
Company and Indemnitee as a result of the event(s) and/or transaction(s) giving
cause to such Proceeding; and/or (ii) the relative fault of the Company
(and its directors, officers, employees and agents) and Indemnitee in
connection with such event(s) and/or transaction(s).


 


7.             Determination of Entitlement
to Indemnification.


 


(a)           To obtain indemnification
under this Agreement, Indemnitee shall submit to the Company a written
request, including therein or therewith such documentation and information as
is reasonably available to Indemnitee and is reasonably necessary to determine
whether and to what extent Indemnitee is entitled to indemnification.  The Secretary of the Company shall, promptly
upon receipt of such a request for indemnification, advise the Board in writing
that Indemnitee has requested indemnification. 
Notwithstanding the foregoing, any failure of Indemnitee to provide such
a request to the Company, or to provide such a request in a timely fashion, shall
not relieve the Company of any liability that it may have to Indemnitee unless,
and to the extent that, such failure actually and materially prejudices the
interests of the Company.


 


(b)           Upon written request by
Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereof,
a Determination shall be made in the specific case by one of the following
three methods, which shall be at the election of the Board: (1) by a
majority vote of Disinterested  Directors,
even though less than a quorum, (2) by a committee of Disinterested
Directors designated by a majority vote of Disinterested Directors, even though
less than a quorum, or, (3) if there are no Disinterested Directors, or if
the Disinterested Directors so direct, by Independent Counsel in a written
opinion to the Board, a copy of which shall be delivered to 


 


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the Indemnitee. 
Notwithstanding the foregoing, following any Change in Control, the
Determination shall be made by Independent Counsel.


 


(c)           If the Determination is to
be made by Independent Counsel pursuant to Section 7(b) hereof,
the Independent Counsel shall be selected by Indemnitee and approved by the
Board, which approval may not be unreasonably withheld.  The Company may, within 10 days after such
written notice of selection shall have been given, deliver to Indemnitee a
written objection to such selection; provided, however, that such objection may
be asserted only on the ground that the Independent Counsel so selected does
not meet the requirements of “Independent
Counsel” as defined in Section 1 of this Agreement, and the
objection shall set forth with particularity the factual basis of such
assertion.  Absent a proper and timely
objection, the person so selected shall act as Independent Counsel.  If a written objection is made and
substantiated, the Independent Counsel selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court has determined
that such objection is without merit. 
If, within 20 days after submission by Indemnitee of a written request
for indemnification pursuant to Section 7(a) hereof, no
Independent Counsel shall have been selected and not objected to, either the
Company or Indemnitee may petition the Court of Chancery of the State of
Delaware or other court of competent jurisdiction for resolution of any
objection which shall have been made by the Company to the Indemnitee’s
selection of Independent Counsel and/or for the appointment as Independent
Counsel of a person selected by the court or by such other person as the court
shall designate, and the person with respect to whom all objections are so
resolved or the person so appointed shall act as Independent Counsel under Section 7(b) hereof.  The Company shall pay any and all reasonable
fees and expenses of Independent Counsel incurred by such Independent Counsel
in connection with acting pursuant to Section 7(b) hereof, and
the Company shall pay all reasonable fees and expenses incident to the
procedures of this Section 7(c), regardless of the manner in which
such Independent Counsel was selected or appointed. The Company agrees to fully
indemnify such Independent Counsel against any and all expenses, claims,
liabilities and damages arising out of or relating to this Agreement or its
engagement pursuant hereto.


 


8.             Presumptions and Effect of
Certain Proceedings.


 


(a)           In making the Determination,
the Reviewing Party shall presume that Indemnitee is entitled to
indemnification under this Agreement. 
Anyone seeking to overcome this presumption shall have the burden of
proof and the burden of persuasion by clear and convincing evidence.  Neither the failure of the Company (including
by the Reviewing Party) to have made a determination prior to the commencement
of any action pursuant to this Agreement that indemnification is proper in the
circumstances because Indemnitee has met the applicable standard of conduct,
nor an actual determination by the Company (including by the Reviewing Party)
that Indemnitee has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that Indemnitee has not met the
applicable standard of conduct.


 


(b)           Indemnitee shall be deemed
to have acted in good faith if Indemnitee’s action is based on the records or
books of account of the Enterprise, including financial statements, or on
information supplied to Indemnitee by the officers of the Enterprise in the
course of their duties, or on the advice of legal counsel for the Enterprise or
on information or records given or reports made to the Enterprise by an
independent certified public accountant or by an appraiser or other expert
selected with reasonable care by the Enterprise.  In addition, the 


 


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knowledge and/or actions, or failure to act, of any
director, officer, agent or employee of the Enterprise shall not be imputed to
Indemnitee for purposes of determining the right to indemnification under this
Agreement.  Whether or not the foregoing
provisions of this Section 8(b) are satisfied, it shall in any
event be presumed that Indemnitee has at all times acted in good faith and in a
manner Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company.  Anyone seeking
to overcome this presumption shall have the burden of proof and the burden of
persuasion by clear and convincing evidence.


 


(c)           If the Reviewing Party shall
not have made a Determination within sixty (60) days after receipt by the
Company of the request therefor, the Determination shall be deemed to have been
made and Indemnitee shall be entitled to such indemnification absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material
fact necessary to make Indemnitee’s statement not materially misleading, in
connection with the request for indemnification, or (ii) a prohibition of
such indemnification under applicable law; provided, however, that such 60-day
period may be extended for a reasonable time, not to exceed an additional
thirty (30) days, if the Reviewing Party in good faith requires such additional
time to obtain or evaluate documentation and/or information relating thereto.


 


(d)           Indemnitee shall cooperate
with the Reviewing Party, including providing to such persons upon reasonable
advance request any documentation or information which is not privileged or
otherwise protected from disclosure and which is reasonably available to
Indemnitee and reasonably necessary to the Determination.  Any Independent Counsel or Disinterested
Director shall act reasonably and in good faith in making the
Determination.  Any Expenses incurred by
Indemnitee in so cooperating with the Reviewing Party shall be borne by the
Company (irrespective of the Determination) and the Company hereby indemnifies
and agrees to hold Indemnitee harmless therefrom.


 


(e)           The Company acknowledges
that a settlement or other disposition short of final judgment may be
successful if it permits a party to avoid expense, delay, distraction,
disruption and uncertainty.  In the event
that any action, claim or proceeding to which Indemnitee is a party is resolved
in any manner other than by adverse judgment against Indemnitee (including,
without limitation, settlement of such action, claim or proceeding with or
without payment of money or other consideration) it shall be presumed that
Indemnitee has been successful on the merits or otherwise in such action, suit
or proceeding.  Anyone seeking to
overcome this presumption shall have the burden of proof and the burden of
persuasion by clear and convincing evidence.


 


(f)            The termination of any
Proceeding or of any claim, issue or matter therein, by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent,
shall not (except as otherwise expressly provided in this Agreement) of itself
adversely affect the right of Indemnitee to indemnification or create a
presumption that Indemnitee did not act in good faith and in a manner which
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company or, with respect to any criminal Proceeding, that Indemnitee had
reasonable cause to believe that Indemnitee’s conduct was unlawful.


 


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9.             Remedies of Indemnitee.


 


(a)           In the event that (i) a
Determination is made that Indemnitee is not entitled to indemnification under
this Agreement, (ii) advancement of Expenses is not timely made pursuant
to Section 5 of this Agreement, (iii) no Determination is made
within 90 days after receipt by the Company of the request for indemnification,
(iv) payment of indemnification is not made pursuant to this Agreement
within ten (10) days after receipt by the Company of a written request
therefor or (v) payment of indemnification is not made within ten (10) days
after a Determination has been made that Indemnitee is entitled to
indemnification or such Determination is deemed to have been made, Indemnitee
shall be entitled to an adjudication in an appropriate court of the State of
Delaware, or in any other court of competent jurisdiction, of Indemnitee’s
entitlement to such indemnification. 
Indemnitee shall commence such proceeding seeking an adjudication within
180 days following the date on which Indemnitee first has the right to commence
such proceeding pursuant to this Section 9(a).  The Company shall not oppose Indemnitee’s
right to seek any such adjudication.


 


(b)           In the event that a
Determination shall have been made that Indemnitee is not entitled to
indemnification, any judicial proceeding commenced pursuant to this Section 9
shall be conducted in all respects as a de novo trial on the merits, and
Indemnitee shall not be prejudiced by reason of the adverse determination under
Section 7(b).


 


(c)           If a Determination shall
have been made that Indemnitee is entitled to indemnification, the Company shall
be bound by such Determination in any judicial proceeding commenced pursuant to
this Section 9, absent (i) a misstatement by Indemnitee of a
material fact, or an omission of a material fact necessary to make Indemnitee’s
misstatement not materially misleading in connection with the application for
indemnification, or (ii) a prohibition of such indemnification under
applicable law.


 


(d)           In the event that
Indemnitee, pursuant to this Section 9, seeks a judicial
adjudication of Indemnitee’s rights under, or to recover damages for breach of,
this Agreement, or to recover under any directors’ and officers’ liability
insurance policies maintained by the Company, the Company shall pay on
Indemnitee’s behalf, in advance, any and all Expenses actually and reasonably
incurred by Indemnitee in such judicial adjudication, regardless of whether
Indemnitee ultimately is determined to be entitled to such indemnification,
advancement of Expenses or insurance recovery.


 


(e)           The Company shall be
precluded from asserting in any judicial proceeding commenced pursuant to this Section 9
that the procedures and presumptions of this Agreement are not valid, binding
and enforceable and shall stipulate in any such court that the Company is bound
by all the provisions of this Agreement. 
The Company shall indemnify Indemnitee against any and all Expenses and,
if requested by Indemnitee, shall (within ten (10) days after receipt by
the Company of a written request therefore) advance, to the extent not
prohibited by law, such Expenses to Indemnitee, which are incurred by
Indemnitee in connection with any action brought by Indemnitee for
indemnification or advance of Expenses from the Company under this Agreement or
under any directors’ and officers’ liability insurance policies maintained by
the Company, regardless of whether Indemnitee ultimately is determined to be
entitled to such indemnification, advancement of Expenses or insurance
recovery, as the case may be.


 


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(f)            Notwithstanding anything in
this Agreement to the contrary, no determination as to entitlement to
indemnification under this Agreement shall be required to be made prior to the
final disposition of the Proceeding.


 


10.           Non-Exclusivity; Survival of
Rights; Insurance; Primacy of Indemnification; Subrogation.


 


(a)           The rights of
indemnification as provided by this Agreement shall not be deemed exclusive of
any other rights to which Indemnitee may at any time be entitled under
applicable law, the Certificate, the Bylaws, any agreement, a vote of
stockholders, a resolution of directors or otherwise, of the Company.  No amendment, alteration or repeal of this
Agreement or of any provision hereof shall limit or restrict any right of
Indemnitee under this Agreement in respect of any action taken or omitted by
such Indemnitee in Indemnitee’s Corporate Status prior to such amendment,
alteration or repeal.  To the extent that
a change in the DGCL, whether by statute or judicial decision, permits greater
indemnification than would be afforded currently under the Certificate, the
Bylaws and this Agreement, it is the intent of the parties hereto that
Indemnitee shall enjoy by this Agreement the greater benefits so afforded by
such change.  No right or remedy herein
conferred is intended to be exclusive of any other right or remedy, and every
other right and remedy shall be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other right or remedy.


 


(b)           To the extent that the
Company maintains an insurance policy or policies providing liability insurance
for directors, officers, employees, or agents or fiduciaries of the Company or
of any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise that such person serves at the request of the Company, Indemnitee
shall be covered by such policy or policies in accordance with its or their
terms to the maximum extent of the coverage available for any director,
officer, employee, agent or fiduciary under such policy or policies.  If, at the time of the receipt of a notice of
a claim pursuant to the terms hereof, the Company has directors’ and officers’
liability insurance in effect, the Company shall give prompt notice of the
commencement of such proceeding to the insurers in accordance with the
procedures set forth in the respective policies.  The Company shall thereafter take all
necessary or desirable action to cause such insurers to pay, on behalf of the
Indemnitee, all amounts payable as a result of such proceeding in accordance with
the terms of such policies.


 


(c)           [The Company hereby
acknowledges that Indemnitee has certain rights to indemnification, advancement
of expenses and/or insurance provided by the Fund Indemnitors.  The Company hereby agrees (i) that it is
the indemnitor of first resort (i.e., its obligations to Indemnitee are primary
and any obligation of the Fund Indemnitors to advance or indemnify Indemnitee
for Expenses is secondary), (ii) that it shall be required to advance the
full amount of Expenses incurred by Indemnitee and shall be liable for the full
amount of all Expenses paid in settlement to the extent legally permitted and
as required by the terms of this Agreement and the Certificate, the Bylaws, or
any other agreement between the Company and Indemnitee), without regard to any
rights Indemnitee may have against the Fund Indemnitors, and, (iii) that
it irrevocably waives, relinquishes, releases, and covenants and agrees not to
exercise, any rights that the Company may now have or hereafter acquires
against the Fund Indemnitors or 


 


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Indemnitee that arise from or relate to
contribution, subrogation or any other recovery of any kind under this
Agreement or the Certificate, the Bylaws or any other agreement.  The Company further agrees that no advancement
or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any
claim for which Indemnitee has sought indemnification from the Company shall
affect the foregoing and the Fund Indemnitors shall have a right of
contribution and/or be subrogated to the extent of such advancement or payment
to all of the rights of recovery of Indemnitee against the Company.]


 


(d)           [Except as provided in
paragraph (c) above,] [I/i]n the event of any payment under this
Agreement, the Company shall be subrogated to the extent of such payment to all
of the rights of recovery of Indemnitee (other than against the Fund
Indemnitors), who shall execute all papers required and take all action
necessary to secure such rights, including execution of such documents as are
necessary to enable the Company to bring suit to enforce such rights.


 


(e)           [Except as provided in
paragraph (c) above,] [T/t]he Company shall not be liable under this
Agreement to make any payment of amounts otherwise indemnifiable hereunder if
and to the extent that Indemnitee has otherwise actually received such payment
under any insurance policy, contract, agreement or otherwise.


 


(f)            [Except as provided in
paragraph (c) above,] [T/t]he Company’s obligation to indemnify or advance
Expenses hereunder to Indemnitee who is or was serving at the request of the
Company as a director, officer, employee or agent of any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
shall be reduced by any amount Indemnitee has actually received as
indemnification or advancement of expenses from such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.


 


11.           Exception to Right of
Indemnification. Notwithstanding any provision in this Agreement,
the Company shall not be obligated under this Agreement to make any indemnity
in connection with any claim made against Indemnitee:


 


(a)           for which payment has
actually been made to or on behalf of Indemnitee under any insurance policy or
other indemnity provision, except with respect to any excess beyond the amount
paid under any insurance policy or other indemnity provision[; provided,
however, that the foregoing shall not affect the rights of Indemnitee or the
Fund Indemnitors set forth in Section 10(c) above]; or


 


(b)           for an accounting of profits
made from the purchase and sale (or sale and purchase) by Indemnitee of
securities of the Company within the meaning of Section 16(b) of the
Securities Exchange Act of 1934, as amended, or similar provisions of state
statutory law or common law; or


 


(c)           in connection with any
Proceeding (or any part of any Proceeding) initiated by Indemnitee, including
any Proceeding (or any part of any Proceeding) initiated by Indemnitee against
the Company or its directors, officers, employees or other indemnitees, unless (i) the
Board authorized the Proceeding (or any part of any Proceeding) prior to its 


 


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initiation or (ii) the Company provides the
indemnification, in its sole discretion, pursuant to the powers vested in the
Company under applicable law.


 


12.           Duration of Agreement.  All agreements and obligations of the Company
contained herein shall continue during the period Indemnitee is an officer or
director of the Company (or is or was serving at the request of the Company as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise) and shall continue thereafter so long
as Indemnitee shall be subject to any Proceeding (or any proceeding commenced
under Section 9 hereof) by reason of Indemnitee’s Corporate Status,
whether or not Indemnitee is acting or serving in any such capacity at the time
any liability or expense is incurred for which indemnification can be provided
under this Agreement.  This Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
parties hereto and their respective successors (including any direct or
indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business or assets of the Company), assigns, spouses,
heirs, executors and personal and legal representatives.


 


13.           Security.  To the extent requested by Indemnitee and
approved by the Board, the Company may at any time and from time to time
provide security to Indemnitee for the Company’s obligations hereunder through
an irrevocable bank line of credit, funded trust or other collateral.  Any such security, once provided to
Indemnitee, may not be revoked or released without the prior written consent of
the Indemnitee.


 


14.           Enforcement.  The Company expressly confirms and agrees
that it has entered into this Agreement and assumes the obligations imposed on
it hereby in order to induce Indemnitee to serve as an officer or director of
the Company, and the Company acknowledges that Indemnitee is relying upon this
Agreement in serving as an officer or director of the Company.


 


15.           [Fund Indemnification.  The Company agrees that the Fund Indemnitors
shall have all of the rights of Indemnitee pursuant to this Agreement (and any
obligations owed by the Indemnitee to the Company pursuant to this Agreement),
as if the “Fund Indemnitors” were “Indemnitee” for purposes of this Agreement,
provided that all references to “Indemnitee” set forth in Section 2(f) will
mean and refer to Indemnitee, not Fund Indemnitors.  It is acknowledged and agreed that with
respect to the advance of any Expenses to the Fund Indemnitors per Section 5,
the Company may condition any such advance to the Fund Indemnitors agreeing to
pay such advances to the extent set forth in Section 5 as if the Fund
Indemnitors were “Indemnitee” thereunder.]


 


16.           Third Party Beneficiaries.  [The Fund Indemnitors and] Independent
Counsel [is/are] express third party beneficiaries of this Agreement, and may
[each] specifically enforce the Company’s obligations hereunder as though a
party hereunder.


 


17.           Severability.  The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision.  [Further, the
invalidity or unenforceability of any provision hereof as to either Indemitee
or Fund Indemnitors shall in no way affect the validity or enforceability of
any provision hereof as to the other.] 
Without limiting the generality of the foregoing, this Agreement is
intended to confer upon Indemnitee 


 


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[and Fund Indemnitors] indemnification rights to the
fullest extent permitted by applicable laws. 
In the event any provision hereof conflicts with any applicable law,
such provision shall be deemed modified, consistent with the aforementioned
intent, to the extent necessary to resolve such conflict.


 


18.           Entire Agreement;
Modification and Waiver.  This
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, oral, written and implied, between the parties hereto with
respect to the subject matter hereof.  No
supplement, modification, termination or amendment of this Agreement shall be
binding unless executed in writing by both of the parties hereto.  No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provisions
hereof (whether or not similar) nor shall such waiver constitute a continuing
waiver.


 


19.           Notice By Indemnitee.  Indemnitee agrees promptly to notify the
Company in writing upon being served with or otherwise receiving any summons,
citation, subpoena, complaint, indictment, information or other document
relating to any Proceeding or matter which may be subject to indemnification
covered hereunder.  The failure to so
notify the Company shall not relieve the Company of any obligation which it may
have to Indemnitee under this Agreement or otherwise unless and only to the
extent that such failure or delay materially prejudices the Company.


 


20.           Notices.  All notices and other communications given or
made pursuant to this Agreement shall be in writing and shall be deemed
effectively given:  (a) upon
personal delivery to the party to be notified, (b) when sent by confirmed
electronic mail or facsimile if sent during normal business hours of the
recipient, and if not so confirmed, then on the next business day, (c) five
(5) days after having been sent by registered or certified mail, return
receipt requested, postage prepaid, or (d) one (1) day after deposit
with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. 
All communications shall be sent:


 


(a)           To Indemnitee at the address
set forth below Indemnitee’s signature hereto.


 


(b)           To the Company at:             2101 S. Arlington Heights
Road, Suite 150


Arlington
Heights, Illinois 60005


Attention:
Brian E. Johnson, President & CEO


 


or
to such other address as may have been furnished to Indemnitee by the Company
or to the Company by Indemnitee, as the case may be.


 


21.           Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement.  This Agreement may also be executed and
delivered by facsimile signature and in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.


 


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22.           Headings.  The headings of the paragraphs of this
Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.


 


23.           Governing Law and Consent to
Jurisdiction.  This
Agreement and the legal relations among the parties shall be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware,
without regard to its conflict of laws rules. The Company and Indemnitee hereby
irrevocably and unconditionally (i) agree that any action or proceeding
arising out of or in connection with this Agreement shall be brought only in
the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court
in the United States of America or any court in any other country, (ii) consent
to submit to the exclusive jurisdiction of the Delaware Court for purposes of
any action or proceeding arising out of or in connection with this Agreement, (iii) waive
any objection to the laying of venue of any such action or proceeding in the
Delaware Court, and (iv) waive, and agree not to plead or to make, any
claim that any such action or proceeding brought in the Delaware Court has been
brought in an improper or inconvenient forum.


 


(SIGNATURE PAGE FOLLOWS)


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of
the day and year first above written.


 


 


	
   

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
  CastleRock
  Security Holdings, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Brian
  E. Johnson, President & Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INDEMNITEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


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