EXHIBIT 10.2
**DIRECTOR INDEMNIFICATION AGREEMENT**
     This DIRECTOR INDEMNIFICATION AGREEMENT (the “Agreement”) made and entered into this ___dayof , 200_, by and between Haights Cross Communications, Inc., aDelaware corporation (the “Company”), and                          (the “Indemnitee”).
     WHEREAS, it is essential that the Company be able to retain and attract as directors, officersand employees the most capable persons available;
     WHEREAS, increased corporate litigation has subjected directors to litigation risks andexpenses, and the limitations on the availability of director and officer liability insurance hasmade it increasingly difficult for the Company to attract and retain such persons;
     WHEREAS, the Company’s By-laws permit it to enter into indemnification arrangements andagreements;
     WHEREAS, the Company desires to provide the Indemnitee with specific contractual assurances ofthe Indemnitee’s rights to full indemnification against litigation risks and expenses (regardless,among other things, of any amendment to or revocation of the Company’s By-laws or any change in theownership of the Company or the composition of its Board of Directors), which indemnification isintended to be greater than that which is afforded by the Company’s Certificate of Incorporationand By-laws and, to the extent insurance is available, the coverage of the Indemnitee under theCompany’s directors and officers liability insurance policies; and
     WHEREAS, the Indemnitee is relying upon the rights afforded under this Agreement in acceptingIndemnitee’s position as a director, officer or employee of the Company.
     NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, theCompany and Indemnitee do hereby covenant and agree as follows:
     1. Definitions.
          (a) “Corporate Status” describes the status of a person who is serving or has served (i) as adirector, officer or employee of the Company, (ii) in any capacity with respect to any employeebenefit plan of the Company, or (iii) as a director, partner, member, trustee, officer, employee,or agent of any other Entity at the request of the Company.
          (b) “Entity” shall mean any corporation, partnership, limited liability company, jointventure, trust, foundation, association, organization or other legal entity and any group ordivision of the Company or any of its subsidiaries.
          (c) “Expenses” shall mean all reasonable fees, costs and expenses incurred in connection withany Proceeding (as defined below), including, without limitation, attorneys’ fees, disbursementsand retainers (including, without limitation, any such fees, disbursements and retainers incurredby Indemnitee pursuant to Section 10 of this Agreement), fees and disbursements of expertwitnesses, private investigators and professional advisors (including, without limitation,accountants and investment bankers), court costs, transcript costs, fees of
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experts, travel expenses, duplicating, printing and binding costs, telephone and faxtransmission charges, postage, delivery services, secretarial services, and other disbursements andexpenses.
          (d) “Indemnifiable Expenses,” “Indemnifiable Liabilities” and “Indemnifiable Amounts” shallhave the meanings ascribed to those terms in Section 3(a) below.
          (e) “Liabilities” shall mean judgments, damages, liabilities, losses, penalties, excise taxes,fines and amounts paid in settlement.
          (f) “Proceeding” shall mean any threatened, pending or completed claim, action, suit,arbitration, alternate dispute resolution process, investigation, administrative hearing, appeal,or any other proceeding, whether civil, criminal, administrative or investigative, whether formalor informal, including a proceeding initiated by Indemnitee pursuant to Section 10 of thisAgreement to enforce Indemnitee’s rights hereunder.
     2. Services of Indemnitee. In consideration of the Company’s covenants andcommitments hereunder, Indemnitee agrees to serve or continue to serve as a director, officer oremployee of the Company. However, this Agreement shall not impose any obligation on Indemnitee orthe Company to continue Indemnitee’s service to the Company beyond any period otherwise required bylaw or by other agreements or commitments of the parties, if any.
     3. Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows:
          (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a partyor is threatened to be made a party to any Proceeding (other than an action by or in the right ofthe Company) by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by theCompany against all Expenses and Liabilities incurred or paid by Indemnitee in connection with suchProceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,”respectively, and collectively as “Indemnifiable Amounts”).
          (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a partyor is threatened to be made a party to any Proceeding by or in the right of the Company to procurea judgment in its favor by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnifiedby the Company against all Indemnifiable Expenses.
     4. Exceptions to Indemnification. Indemnitee shall be entitled to indemnificationunder Sections 3(a) and 3(b) above in all circumstances other than the following:
          (a) If indemnification is requested under Section 3(a) and it has been adjudicated finally bya court of competent jurisdiction that, in connection with the subject of the Proceeding out ofwhich the claim for indemnification has arisen, (i) Indemnitee failed to act in good faith and in amanner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company,(ii) with respect to any criminal action or proceeding, Indemnitee had
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reasonable cause to believe that Indemnitee’s conduct was unlawful or (iii) Indemnitee’sconduct constituted willful misconduct or recklessness, then Indemnitee shall not be entitled topayment of Indemnifiable Amounts hereunder.
          (b) If indemnification is requested under Section 3(b) and
               (i) it has been adjudicated finally by a court of competent jurisdiction that, in connectionwith the subject of the Proceeding out of which the claim for indemnification has arisen,Indemnitee failed to act in good faith and in a manner Indemnitee reasonably believed to be in ornot opposed to the best interests of the Company, Indemnitee shall not be entitled to payment ofIndemnifiable Expenses hereunder; or
               (ii) it has been adjudicated finally by a court of competent jurisdiction that Indemnitee isliable to the Company with respect to any claim, issue or matter involved in the Proceeding out ofwhich the claim for indemnification has arisen, including, without limitation, a claim thatIndemnitee received an improper personal benefit or improperly took advantage of a corporateopportunity, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder withrespect to such claim, issue or matter unless the court in which such Proceeding was brought shalldetermine upon application that, despite the adjudication of liability, but in view of all thecircumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for suchIndemnifiable Expenses which such court shall deem proper.
     5. Procedure for Payment of Indemnifiable Amounts. Indemnitee shall submit to theCompany a written request specifying the Indemnifiable Amounts for which Indemnitee seeks paymentunder Section 3 of this Agreement and the basis for the claim. The Company shall pay suchIndemnifiable Amounts to Indemnitee within twenty (20) calendar days of receipt of the request. Atthe request of the Company, Indemnitee shall furnish such documentation and information as arereasonably available to Indemnitee and necessary to establish that Indemnitee is entitled toindemnification hereunder.
     6. Indemnification for Expenses of a Party Who is Wholly or Partly Successful.Notwithstanding any other provision of this Agreement, and without limiting any such provision, tothe extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and issuccessful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified againstall Expenses 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 orotherwise, as to one or more but less than all claims, issues or matters in such Proceeding, theCompany shall indemnify Indemnitee against those Expenses reasonably incurred by Indemnitee or onIndemnitee’s behalf in connection with each successfully resolved claim, issue or matter. Forpurposes of this Agreement, the termination of any claim, issue or matter in such a Proceeding bydismissal, with or without prejudice, shall be deemed to be a successful result as to such claim,issue or matter.
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     7. Effect of Certain Resolutions. Neither the settlement nor termination of anyProceeding nor the failure of the Company to award indemnification or to determine thatindemnification is payable shall create an adverse presumption that Indemnitee is not entitled toindemnification hereunder. In addition, the termination of any proceeding by judgment, order,settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not create apresumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonablybelieved to be in or not opposed to the best interests of the Company or, with respect to anycriminal action or proceeding, had reasonable cause to believe that Indemnitee’s action wasunlawful.
     8. Agreement to Advance Interim Expenses; Conditions. The Company shall pay toIndemnitee all Indemnifiable Expenses incurred by Indemnitee in connection with any Proceeding,including a Proceeding by or in the right of the Company, in advance of the final disposition ofsuch Proceeding, if Indemnitee furnishes the Company with a written undertaking to repay the amountof such Indemnifiable Expenses advanced to Indemnitee if it is finally determined by a court ofcompetent jurisdiction that Indemnitee is not entitled under this Agreement to indemnification withrespect to such Indemnifiable Expenses. Such undertaking shall be an unlimited general obligationof Indemnitee, shall be accepted by the Company without regard to the financial ability ofIndemnitee to make repayment, and in no event shall be required to be secured.
     9. Procedure for Payment of Interim Expenses. Indemnitee shall submit to the Companya written request specifying the Indemnifiable Expenses for which Indemnitee seeks an advancementunder Section 8 of this Agreement, together with documentation evidencing that Indemnitee hasincurred such Indemnifiable Expenses. Payment of Indemnifiable Expenses under Section 8 shall bemade no later than twenty (20) calendar days after the Company’s receipt of such request and theundertaking required by Section 8.
     10. Remedies of Indemnitee.
          (a) Right to Petition Court. In the event that Indemnitee makes a request for paymentof Indemnifiable Amounts under Sections 3 and 5 above or a request for an advancement ofIndemnifiable Expenses under Sections 8 and 9 above and the Company fails to make such payment oradvancement in a timely manner pursuant to the terms of this Agreement, Indemnitee may petition theappropriate judicial authority to enforce the Company’s obligations under this Agreement.
          (b) Burden of Proof. In any judicial proceeding brought under Section 10(a) above,the Company shall have the burden of proving that Indemnitee is not entitled to payment ofIndemnifiable Amounts hereunder.
          (c) Expenses. The Company agrees to reimburse Indemnitee in full for any Expensesincurred by Indemnitee in connection with investigating, preparing for, litigating, defending orsettling any action brought by Indemnitee under Section 10(a) above, or in
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connection with any claim or counterclaim brought by the Company in connection therewith.
          (d) Validity of Agreement. The Company shall be precluded from asserting in anyProceeding, including, without limitation, an action under Section 10(a) above, that the provisionsof this Agreement are not valid, binding and enforceable or that there is insufficientconsideration for this Agreement and shall stipulate in court that the Company is bound by all theprovisions of this Agreement.
          (e) Failure to Act Not a Defense. The failure of the Company (including its Board ofDirectors or any committee thereof, independent legal counsel, or stockholders) to make adetermination concerning the permissibility of the payment of Indemnifiable Amounts or theadvancement of Indemnifiable Expenses under this Agreement shall not be a defense in any actionbrought under Section 10(a) above, and shall not create a presumption that such payment oradvancement is not permissible.
     11. Representations and Warranties of the Company. The Company hereby represents andwarrants to Indemnitee as follows:
          (a) Authority. The Company has all necessary corporate power and authority to enterinto, and be bound by the terms of, this Agreement, and the execution, delivery and performance ofthe undertakings contemplated by this Agreement have been duly authorized by the Company.
          (b) Enforceability. This Agreement, when executed and delivered by the Company inaccordance with the provisions hereof, shall be a legal, valid and binding obligation of theCompany, enforceable against the Company in accordance with its terms, except as suchenforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization orsimilar laws affecting the enforcement of creditors’ rights generally.
     12. Insurance. The Company will use commercially reasonable efforts to obtain andmaintain a policy or policies of insurance in an amount not less than $1,000,000 with a deductibleof not greater than $50,000, with reputable insurance companies providing the Indemnitee withcoverage for losses from wrongful acts, and to ensure the Company’s performance of itsindemnification obligations under this Agreement. In all policies of director and officerliability insurance, Indemnitee shall be named as an insured in such a manner as to provideIndemnitee at least the same rights and benefits as are accorded to the most favorably insured ofthe Company’s officers and directors. Notwithstanding the foregoing, if the Company, afteremploying commercially reasonable efforts as provided in this Section, determines in good faiththat such insurance is not reasonably available, if the premium costs for such insurance aredisproportionate to the amount of coverage provided, or if the coverage provided by such insuranceis limited by exclusions so as to provide an insufficient benefit, the Company shall use itscommercially reasonable efforts to obtain and maintain a policy or policies of insurance withcoverage having features as similar as practicable to those described above.
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     13. Fees and Expenses. During the term of the Indemnitee’s service as a director, theCompany shall promptly reimburse the Indemnitee for all expenses incurred by him in connection withhis service as a director or member of any board committee or otherwise in connection with theCompany’s business and shall pay or provide the Indemnitee with fees and other compensation,including stock options or awards, in amounts and value which are at least equal to those providedto any of the Company’s other directors from time to time.
     14. Contract Rights Not Exclusive. The rights to payment of Indemnifiable Amounts andadvancement of Indemnifiable Expenses provided by this Agreement shall be in addition to, but notexclusive of, any other rights which Indemnitee may have at any time under applicable law, theCompany’s By-laws or Certificate of Incorporation, or any other agreement, vote of stockholders ordirectors, or otherwise, both as to action in Indemnitee’s official capacity and as to action inany other capacity as a result of Indemnitee’s serving as a director of the Company.
     15. Successors. This Agreement shall be (a) binding upon all successors and assignsof the Company (including any transferee of all or a substantial portion of the business, stockand/or assets of the Company and any direct or indirect successor by merger or consolidation orotherwise by operation of law) and (b) binding on and shall inure to the benefit of the heirs,personal representatives, executors and administrators of Indemnitee. This Agreement shallcontinue for the benefit of Indemnitee and such heirs, personal representatives, executors andadministrators after Indemnitee has ceased to have Corporate Status.
     16. Subrogation. In the event of any payment of Indemnifiable Amounts under thisAgreement, the Company shall be subrogated to the extent of such payment to all of the rights ofcontribution or recovery of Indemnitee against other persons, and Indemnitee shall take, at therequest of the Company, all reasonable action necessary to secure such rights, including theexecution of such documents as are necessary to enable the Company to bring suit to enforce suchrights.
     17. Change in Law. To the extent that a change in applicable law (whether by statuteor judicial decision) shall permit broader indemnification than is provided under the terms of theCertificate of Incorporation or By-laws of the Company and this Agreement, Indemnitee shall beentitled to such broader indemnification and this Agreement shall be deemed to be amended to suchextent.
     18. Severability. Whenever possible, each provision of this Agreement shall beinterpreted in such a manner as to be effective and valid under applicable law, but if anyprovision of this Agreement, or any clause thereof, shall be determined by a court of competentjurisdiction to be illegal, invalid or unenforceable, in whole or in part, such provision or clauseshall be limited or modified in its application to the minimum extent necessary to make suchprovision or clause valid, legal and enforceable, and the remaining provisions and clauses of thisAgreement shall remain fully enforceable and binding on the parties.
     19. Indemnitee as Plaintiff. Except as provided in Section 10(c) of this Agreement
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and in the next sentence, Indemnitee shall not be entitled to payment of Indemnifiable Amountsor advancement of Indemnifiable Expenses with respect to any Proceeding brought by Indemniteeagainst the Company, any Entity which it controls, any director or officer thereof, or any thirdparty, unless the Company has consented to the initiation of such Proceeding. This Section shallnot apply to counterclaims or affirmative defenses asserted by Indemnitee in an action broughtagainst Indemnitee.
     20. Modifications and Waiver. Except as provided in Section 17 above with respect tochanges in applicable law which broaden the right of Indemnitee to be indemnified by the Company,no supplement, modification or amendment of this Agreement shall be binding unless executed inwriting by each of the parties hereto. No waiver of any of the provisions of this Agreement shallbe deemed or shall constitute a waiver of any other provisions of this Agreement (whether or notsimilar), nor shall such waiver constitute a continuing waiver.
     21. General Notices. All notices, requests, demands and other communicationshereunder shall be in writing and shall be deemed to have been duly given (a) when delivered byhand, (b) when transmitted by facsimile and receipt is acknowledged, or (c) if mailed by certifiedor registered mail with postage prepaid, on the third business day after the date on which it is somailed:   (a) If to Indemnitee, to: [                     ] [Insert Address]   (b) If to the Company, to: Haights Cross Communications, Inc. 10 New King Street Suite 110 White Plains, NY Facsimile: (914) 289-9401 Attn: President
or to such other address as may have been furnished in the same manner by any party to the others.
     22. Governing Law. This Agreement shall be governed by and construed and enforcedunder the laws of the State of New York without giving effect to the provisions thereof relating toconflicts of law.
     23. Consent to Jurisdiction. The Company hereby irrevocably and unconditionallyconsents to the jurisdiction of the courts located in the State of New York to construe and enforcethe covenants contained in this Agreement. The Company hereby irrevocably and unconditionallywaives any objection to the laying of venue of any Proceeding arising out of or relating to thisAgreement in the courts located in the State of New York, and hereby irrevocably andunconditionally waives and agrees not to plead or claim that any such Proceeding brought in
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any such court has been brought in an inconvenient forum.
     24. Agreement Governs. This Agreement is to be deemed consistent wherever possiblewith relevant provisions of the Company’s Amended and Restated By-laws and Certificate ofIncorporation; however, in the event of a conflict between this Agreement and such provisions, theprovisions of this Agreement shall control.
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     IN WITNESS WHEREOF, the parties hereto have executed this Director Indemnification Agreementas of the day and year first above written.       THE COMPANY:       HAIGHTS CROSS COMMUNICATIONS, INC.      By:       Name:   Title:         INDEMNITEE:         Name:  
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