exhibit10_1.htm


     

    Exhibit
10.1

    
 

    INDEMNIFICATION
AGREEMENT

     

     

    This
Agreement (this “Agreement”) is
entered into as of the __ day of ________, 2009 by and between Charter
Communications, Inc., a Delaware corporation (the “Company”) CCH II, LLC
(“CCH II”), a
Delaware limited liability company (solely for the purposes of Section 19
hereof) and ____________ (“Indemnitee”).

     

    RECITALS

     

    WHEREAS,
the Board of Directors has determined that the inability to attract and retain
qualified persons as directors and officers is detrimental to the best interests
of the Company's stockholders and that the Company should act to assure such
persons that there will be adequate certainty of protection through insurance
and indemnification against risks of claims and actions against them arising out
of their service to and activities on behalf of the Company;

     

    WHEREAS,
the Company has adopted provisions in its By-laws providing for indemnification
of its officers and directors to the fullest extent authorized by the General
Corporation Law of the State of Delaware, and the Company wishes to clarify and
enhance the rights and obligations of the Company and Indemnitee with respect to
indemnification;

     

    WHEREAS,
in order to induce and encourage highly experienced and capable persons such as
Indemnitee to serve and continue to serve as directors and officers of the
Company and in any other capacity with respect to the Company, and to otherwise
promote the desirable end that such persons will resist what they consider
unjustified lawsuits and claims made against them in connection with the good
faith performance of their duties to the Company, with the knowledge that
certain costs, judgments, penalties, fines, liabilities and expenses incurred by
them in their defense of such litigation are to be borne by the Company and they
will receive the maximum protection against such risks and liabilities as may be
afforded by law, the Board of Directors of the Company has determined that the
following Agreement is reasonable and prudent to promote and ensure the best
interests of the Company and its stockholders;

     

    WHEREAS,
the Company desires to have Indemnitee continue to serve as a director or
officer of the Company and in such other capacity with respect to the Company as
the Company may request, as the case may be, free from undue concern for
unpredictable, inappropriate or unreasonable legal risks and personal
liabilities by reason of Indemnitee acting in good faith in the performance of
Indemnitee's duty to the Company; and Indemnitee desires to continue so to serve
the Company, provided, and on the
express condition, that he or she is furnished with the indemnity set forth
hereinafter; and

     

    WHEREAS,
capitalized terms used but not otherwise defined herein shall have the
respective meanings ascribed to such terms in Section 22.

     

    AGREEMENT

     

    NOW,
THEREFORE, in consideration of Indemnitee's continued service as a director or
officer of the Company, the parties hereto agree as follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    1.    Service
by Indemnitee.  Indemnitee will serve and/or continue to
serve as a director or officer of the Company so long as Indemnitee is duly
elected or appointed and until such time as Indemnitee is removed as permitted
by law or tenders a resignation in writing.

     

    2.   Indemnification.  The
Company shall indemnify and hold harmless Indemnitee to the fullest extent
authorized by the General Corporation Law of the State of Delaware, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to provide prior to
such amendment).  Without diminishing the scope of the indemnification
provided by this Section, the rights of indemnification of Indemnitee provided
hereunder shall include but shall not be limited to those rights hereinafter set
forth, except that no indemnification shall be paid to Indemnitee:

     

    (a) to the
extent expressly prohibited by Delaware law or the By-laws of the
Company;

     

    (b) for which
payment is actually made to Indemnitee under a valid and collectible insurance
policy or under a valid and enforceable indemnity clause, by-law or agreement of
the Company or any other company or other enterprise where Indemnitee is or was
serving at the request of the Company, except in respect of any indemnity
exceeding the payment under such insurance, clause, by-law or agreement;
and

     

    (c) in
connection with an action, suit or proceeding, or part thereof (including claims
and counterclaims) initiated by Indemnitee, except a judicial proceeding or
arbitration (including claims and counterclaims) pursuant to Section 11 to
enforce rights under this Agreement, unless the action, suit or proceeding (or
part thereof) was authorized or ratified by the Board of Directors of the
Company.

     

    3.   Action or Proceedings Other
than an Action by or in the Right of the Company.  Except as
limited by Section 2 above, Indemnitee shall be entitled to the
indemnification rights provided in this Agreement if Indemnitee was or is a
party or threatened to be made a party to, or was or is otherwise involved in,
any Proceeding (other than an action by or in the name of the Company) by reason
of the fact that Indemnitee is or was a director, officer, employee, agent or
trustee of the Company or while a director, officer, employee, agent or trustee
of the Company is or was serving at the request of the Company as a director,
officer, employee, agent or trustee of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan, or by reason of anything done or not done by Indemnitee,
whether the basis of such Proceeding is alleged action in an official capacity
as a director, officer, employee, agent or trustee or in any other capacity
while serving as a director, officer, employee, agent or
trustee.  Pursuant to this Section, Indemnitee shall be indemnified
against all expense, liability and loss (including judgments, fines, ERISA
excise taxes or penalties, amounts paid in settlement by or on behalf of
Indemnitee, and Expenses) actually and reasonably incurred or suffered by
Indemnitee in connection with such Proceeding, if Indemnitee met any applicable
standard of conduct set forth in the General Corporation Law of the State of
Delaware.


    
      
         


      

      
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    4.   Indemnity in Proceedings by
or in the Name of the Company.  Except as limited by
Section 2 above, Indemnitee shall be entitled to the indemnification rights
provided in this Agreement if Indemnitee was or is a party or is threatened to
be made a party to, or was or is otherwise involved in, any Proceeding brought
by or in the name of the Company to procure a judgment in its favor by reason of
the fact that Indemnitee is or was a director, officer, employee, agent or
trustee of the Company or while a director, officer, employee, agent or trustee
of the Company is or was serving at the request of the Company as a director,
officer, employee, agent or trustee of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan, or by reason of anything done or not done by Indemnitee,
whether the basis of such Proceeding is alleged action in an official capacity
as a director, officer, employee, agent or trustee or in any other capacity
while serving as a director, officer, employee, agent or
trustee.  Pursuant to this Section, Indemnitee shall be indemnified
against all expense, liability and loss (including judgments, fines, ERISA
excise taxes or penalties, amounts paid in settlement by or on behalf of
Indemnitee, and Expenses) actually and reasonably incurred or suffered by
Indemnitee in connection with such Proceeding if Indemnitee met any applicable
standard of conduct set forth in the General Corporation Law of the State of
Delaware; provided, however, that no such
indemnification shall be made in respect of any claim, issue, or matter as to
which Delaware law expressly prohibits such indemnification by reason of any
adjudication of liability of Indemnitee to the Company, unless and only to the
extent that the Court of Chancery of the State of Delaware or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
Indemnitee is entitled to indemnification for such expense, liability and loss
as such court shall deem proper.

     

    5.   Indemnification for Costs,
Charges and Expenses of Successful Party.  Notwithstanding any
limitations of Sections 3 and 4 above, to the extent that Indemnitee has
been successful, on the merits or otherwise, in whole or in part, in defense of
any Proceeding, or in defense of any claim, issue or matter therein, including,
without limitation, the dismissal of any action without prejudice, or if it is
ultimately determined that Indemnitee is otherwise entitled to be indemnified
against Expenses, Indemnitee shall be indemnified against all Expenses
reasonably incurred or suffered by Indemnitee in connection
therewith.

     

    6.   Partial
Indemnification.  If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Company for some or a portion of the
expense, liability and loss (including judgments, fines, ERISA excise taxes or
penalties, amounts paid in settlement by or on behalf of Indemnitee, and
Expenses) actually and reasonably incurred or suffered in connection with any
Proceeding (including a Proceeding brought by or on behalf of the Company), but
not, however, for all of the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for the portion of such expense, liability and
loss actually and reasonably incurred or suffered to which Indemnitee is
entitled.

     

    7.   Indemnification for Expenses
of a Witness.  Notwithstanding any other provision of this
Agreement, to the maximum extent permitted by applicable law, Indemnitee shall
be entitled to indemnification against all Expenses actually and reasonably
incurred or suffered by Indemnitee or on Indemnitee's behalf if Indemnitee
appears as a witness or otherwise incurs legal expenses as a result of or
related to Indemnitee's service as a director or officer of the
Company,


    
      
         


      

      
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    in any
threatened, pending or completed legal, administrative, investigative or other
proceeding or matter to which Indemnitee neither is, nor is threatened to be
made, a party.

     

    8.   Contribution in the Event of
Joint Liability.

     

    (a) To the
fullest extent not prohibited by (and not merely to the extent affirmatively
permitted by) law, if the indemnification rights provided for in this Agreement
are unavailable to Indemnitee in whole or in part for any reason (other than
those set forth in clauses (a) through (c) of Section 2 above), the Company, in
lieu of indemnifying Indemnitee, shall pay, in the first instance, the entire
amount incurred by Indemnitee, whether for judgments, liabilities, fines,
penalties, amounts paid or to be paid in settlement and/or for Expenses, in
connection with any Proceeding without requiring Indemnitee to contribute to
such payment, and the Company hereby waives and relinquishes any right of
contribution it may have at any time against Indemnitee.

     

    (b) The
Company shall not enter into any settlement of any Proceeding in which the
Company is or is alleged to be jointly liable with Indemnitee (or would be if
joined in such Proceeding) unless such settlement provides for a full and final
release of all claims asserted against Indemnitee.

     

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

     

    9.   Determination of Entitlement
to Indemnification.  Indemnification and contribution shall be
paid in full by the Company, not later than ten business days after receipt by
the Company of a written request for indemnification or
contribution.  Such request shall include documentation or information
which is necessary for such determination and which is reasonably available to
Indemnitee.  Any Expenses incurred by Indemnitee in connection with a
request for indemnification, contribution or payment of Expenses hereunder,
under any other agreement, any provision of the Company's By-laws or any
directors' and officers' liability insurance, shall be borne by the
Company.  The Company hereby indemnifies Indemnitee for any such
Expense and agrees to hold Indemnitee harmless therefrom irrespective of the
outcome of the determination of Indemnitee's entitlement to indemnification or
contribution.

     

    10.   Presumptions and Effect of
Certain Proceedings.  Upon making such request for
indemnification or contribution, Indemnitee shall be presumed to be entitled to
indemnification or contribution hereunder and the Company shall have the burden
of proof in making any determination contrary to such presumption.  If
the person or persons so empowered to make such determination shall have failed
to make the requested determination with respect to indemnification or
contribution within ten business days after receipt by the Company of such
request, a requisite determination of entitlement to indemnification or
contribution shall be deemed to have been made and Indemnitee shall be
absolutely entitled to such indemnification or contribution, absent actual and
material fraud in the request for indemnification or
contribution.  The termination of any Proceeding described in
Sections 3 or 4 by judgment, order, settlement or conviction, or upon
a plea of nolo
contendere or its equivalent, shall not, of
itself:  (a) create a 


    
      
         


      

      
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    presumption
that Indemnitee has not met the applicable standard of conduct set forth in the
General Corporation Law of the State of Delaware; or (b) otherwise
adversely affect the rights of Indemnitee to indemnification or contribution
except as may be provided herein.

     

    11.   Remedies of Indemnitee in
Cases of Determination Not to Indemnify or to Pay Expenses; Right to Bring
Suit.  In the event that payment has not been timely made
following a request therefor or if Expenses have not been timely paid pursuant
to Section 17, Indemnitee may at any time thereafter bring suit against the
Company in a court of competent jurisdiction in the State of Delaware of
entitlement to such indemnification, contribution or
payment.  Alternatively, Indemnitee at Indemnitee's option may seek an
award in an arbitration to be conducted by a single arbitrator pursuant to the
rules of the American Arbitration Association, such award to be made within
sixty days following the filing of the demand for arbitration.  The
Company shall not oppose Indemnitee's right to seek any such adjudication or
award in arbitration or any other claim.  In (a) any suit or
arbitration brought by Indemnitee to enforce a right to indemnification or
contribution hereunder (but not in a suit or arbitration brought by Indemnitee
to enforce a right to an advancement of Expenses) it shall be a defense that,
and (b) any suit brought by the Company to recover an advancement of
Expenses pursuant to the terms of an undertaking, the Company shall be entitled
to recover such Expenses in the event of a final judicial decision from which
there is no further right to appeal that, Indemnitee has not met the applicable
standard for indemnification set forth in the General Corporation Law of the
State of Delaware.  Neither the failure of the Company (including the
Disinterested Directors, a committee of Disinterested Directors, Independent
Counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification or contribution in favor of
Indemnitee is proper in the circumstances because Indemnitee has met the
applicable standard of conduct set forth in the General Corporation Law of the
State of Delaware, nor an actual determination by the Company (including the
Disinterested Directors, a committee of Disinterested Directors, Independent
Counsel, or its stockholders) that Indemnitee has not met such applicable
standard of conduct shall create a presumption that Indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by
Indemnitee, be a defense to such suit.  If a determination is made or
deemed to have been made pursuant to the terms hereof that Indemnitee is
entitled to indemnification or contribution, the Company shall be bound by such
determination and is precluded from asserting that such determination has not
been made or that the procedure by which such determination was made is not
valid, binding and enforceable.  The Company further agrees to
stipulate in any court or before any arbitrator pursuant to this Section 11
that the Company is bound by all the provisions of this Agreement and is
precluded from making any assertions to the contrary.  If the court or
arbitrator shall determine that Indemnitee is entitled to any indemnification,
contribution or payment of Expenses hereunder, the Company shall pay all
Expenses actually and reasonably incurred by Indemnitee in connection with such
adjudication or award in arbitration (including, but not limited to, any
appellate Proceedings), and in any suit brought by the Company to recover an
advancement of Expenses pursuant to the terms of an undertaking, the Company
shall pay all Expenses actually and reasonably incurred by Indemnitee in
connection with such suit to the extent Indemnitee has been successful, on the
merits or otherwise, in whole or in part, in defense of such suit.

     

    12.   Non-Exclusivity of
Rights.  The rights to indemnification, contribution and to the
advancement of Expenses provided by this Agreement shall not be deemed exclusive
of any 


    
      
         


      

      
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    other
right which Indemnitee may now or hereafter acquire under any law, agreement,
vote of stockholders or Disinterested Directors, provisions of the Certificate
of Incorporation or By-laws or otherwise.

     

    13.   Priority of Obligation to
Indemnify.  The Company hereby agrees (a) that its obligations
to Indemnitee are primary with respect to any obligation of the
Indemnitee-Related Entities to advance Expenses or to provide indemnification or
contribution for the same Expenses or any expense, liability or loss incurred by
Indemnitee are secondary), (b) 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, judgments, penalties, fines and amounts paid in
settlement to the extent required by the terms of this Agreement and the
Certificate of Incorporation or By-laws of the Company (or any other agreement
between the Company and Indemnitee), without regard to any rights Indemnitee may
have against the Indemnitee-Related Entities, and (c) that it irrevocably
waives, relinquishes and releases the Indemnitee-Related Entities from any and
all claims against the Indemnitee-Related Entities for contribution, subrogation
or any other recovery of any kind in respect thereof.  The Company
further agrees that no advancement or payment by the Indemnitee-Related Entities
on behalf of Indemnitee with respect to any claim for which Indemnitee has
sought indemnification or contribution from the Company shall reduce or
otherwise alter the rights of Indemnitee or the obligations of the Company
hereunder.  In the event that any of the Indemnitee-Related Entities
shall make any advancement or payment on behalf of Indemnitee with respect to
any claim for which Indemnitee has sought indemnification or contribution from
the Company, the Indemnitee-Related Entity making such payment 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, and
Indemnitee shall execute all papers reasonably required and take all action
reasonably necessary to secure such rights, including, without limitation,
execution of such documents as are necessary to enable the Indemnitee-Related
Entities to bring suit to enforce such rights.  The Company and
Indemnitee agree that the Indemnitee-Related Entities are express third party
beneficiaries of the terms of this Section 13, entitled to enforce this Section
13 as though each of the Indemnitee-Related Entities were a party to this
Agreement.

     

    14.   Expenses to Enforce
Agreement.  In the event that Indemnitee is subject to or
intervenes in any Proceeding in which the validity or enforceability of this
Agreement is at issue or seeks an adjudication or award in arbitration to
enforce Indemnitee's rights under, or to recover damages for breach of, this
Agreement, Indemnitee, if Indemnitee prevails in whole or in part in such
action, shall be entitled to recover from the Company and shall be indemnified
by the Company against any Expenses actually and reasonably incurred by
Indemnitee.

     

    15.   Continuation of
Indemnity.  All agreements and obligations of the Company
contained herein shall continue during the period Indemnitee is a director,
officer, employee or agent of the Company or is serving at the request of the
Company as a director, officer, employee, agent or trustee of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan, and shall continue
thereafter with respect to any possible claims based on the fact that Indemnitee
was a director, officer, employee or agent of the Company or was serving at the
request of the Company as a director, officer, employee, agent or trustee of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit
plan. 


    
      
         


      

      
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    This
Agreement shall be binding upon all successors and assigns of the Company
(including any transferee of all or substantially all of its assets and any
successor by merger or operation of law) and shall inure to the benefit of
Indemnitee's heirs, executors and administrators.

     

    16.   Notification and Defense of
Claim.  Promptly after receipt by Indemnitee of notice of any
Proceeding, Indemnitee will, if a claim in respect thereof is to be made against
the Company under this Agreement, notify the Company in writing of the
commencement thereof; but the omission so to notify the Company will not relieve
it from any liability that it may have to Indemnitee.  Notwithstanding
any other provision of this Agreement, with respect to any such Proceeding of
which Indemnitee notifies the Company:

     

    (a) The
Company shall be entitled to participate therein at its own expense;
and

     

    (b) Except as
otherwise provided in this Section 16(b), to the extent that it may wish,
the Company, jointly with any other indemnifying party similarly notified, shall
be entitled to assume the defense thereof, with counsel satisfactory to
Indemnitee.  After notice from the Company to Indemnitee of its
election so to assume the defense thereof, the Company shall not be liable to
Indemnitee under this Agreement for any expenses of counsel subsequently
incurred by Indemnitee in connection with the defense thereof except as
otherwise provided below.  Indemnitee shall have the right to employ
Indemnitee's own counsel in such Proceeding, but the fees and expenses of such
counsel incurred after notice from the Company of its assumption of the defense
thereof shall be at the expense of Indemnitee unless (i) the employment of
counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee
shall have reasonably concluded that there may be a conflict of interest between
the Company and Indemnitee in the conduct of the defense of such action or
(iii) the Company shall not within 30 calendar days of receipt of notice
from Indemnitee in fact have employed counsel to assume the defense of the
action, in each of which cases the fees and expenses of Indemnitee's counsel
shall be at the expense of the Company.  The Company shall not be
entitled to assume the defense of any Proceeding brought by or on behalf of the
Company or as to which Indemnitee shall have made the conclusion provided for in
(ii) above; and

     

    (c) The
Company shall not be liable to indemnify Indemnitee under this Agreement for any
amounts paid in settlement of any Proceeding effected without the Company's
written consent, or for any judicial or arbitral award if the Company was not
given an opportunity, in accordance with this Section 16, to participate in
the defense of such Proceeding.  The Company shall not settle any
Proceeding in any manner that would impose any penalty or limitation on or
disclosure obligation with respect to Indemnitee without Indemnitee's written
consent.  Neither the Company nor Indemnitee will unreasonably
withhold its consent to any proposed settlement.

     

    
          17.   Advancement of
Expenses.  All Expenses incurred by Indemnitee in
advance of the final disposition of any Proceeding shall be paid by the Company
at the request of Indemnitee, each such payment to be made within twenty
calendar days after the receipt by the Company of a statement or statements from
Indemnitee requesting such payment or payments from time to
time.  Indemnitee's entitlement to such Expenses shall include those
incurred in connection with any Proceeding by Indemnitee seeking a judgment in
court or an adjudication or 


    

    
      
         


      

      
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    award in
arbitration pursuant to this Agreement (including the enforcement of this
provision).  Such statement or statements
shall:  (a) reasonably evidence the expenses and costs incurred
by Indemnitee in connection therewith; and (b) if the General Corporation
Law of the State of Delaware requires, where the Expenses were incurred by
Indemnitee in Indemnitee's capacity as a director or officer (and not in any
other capacity in which service was or is rendered by Indemnitee) shall include
or be accompanied by an undertaking, in the form as set forth on Exhibit 1, to
repay all amounts so advanced if it shall ultimately be determined, by final
judicial decision from which there is no further right to appeal, that
Indemnitee is not entitled to be indemnified for such Expenses by the Company as
provided by this Agreement or otherwise.  Indemnitee's undertaking is
not required to be secured.

     

    18.   Insurance.  The
Company may maintain insurance against liability arising out of this Agreement
or otherwise.

     

    19.   Guaranty.  It
is hereby acknowledged by the parties that the Company is the manager of CCH II
and that the Company’s successful ability to attract and retain highly
experienced and capable persons such as Indemnitee to serve and continue to
serve as directors and officers of the Company and in any other capacity with
respect to the Company is a material benefit to CCH II.  In
consideration for such material benefit, CCH II hereby guarantees the prompt and
complete payment and performance by the Company of each of the Company’s
obligations under this Agreement, including, without limitation,
indemnification, contribution and payment of Expenses. If any default is made by
the Company in the payment of its indemnification, contribution or payment of
Expenses obligations under this Agreement, Indemnitee may immediately proceed to
enforce its rights hereunder against CCH II.

     

    20.   Separability; Prior
Indemnification Agreements.  If any provision or provisions of
this Agreement shall be held to be invalid, illegal or unenforceable for any
reason whatsoever (a) the validity, legality and enforceability of the
remaining provisions of this Agreement (including without limitation, all
portions of any paragraphs of this Agreement containing any such provision held
to be invalid, illegal or unenforceable, that are not by themselves invalid,
illegal or unenforceable) shall not in any way be affected or impaired thereby,
and (b) to the fullest extent possible, the provisions of this Agreement
(including, without limitation, all portions of any paragraph of this Agreement
containing any such provision held to be invalid, illegal or unenforceable, that
are not themselves invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent of the parties that the Company provide protection
to Indemnitee to the fullest enforceable extent.  This Agreement shall
supersede and replace any prior indemnification agreements entered into by and
between the Company and Indemnitee and any such prior agreements shall be
terminated upon execution of this Agreement.

     

    
      21.   Headings; References;
Pronouns.  The headings of the sections 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.  References herein to
section numbers are to sections of this Agreement.  All pronouns and
any variations thereof shall be deemed to refer to the masculine, feminine,
neuter, singular or plural as appropriate.

       

      22.   Definitions.  For
purposes of this Agreement:

    


    
      
         


      

      
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    (a) “Disinterested
Director” means a director of the Company who is not or was not a party
to the Proceeding in respect of which indemnification is being sought by
Indemnitee.

     

    (b) “Expenses” includes,
without limitation, expenses incurred in connection with the defense or
settlement of any and all investigations, judicial or administrative proceedings
or appeals, attorneys' fees, witness fees and expenses, fees and expenses of
accountants and other advisors, retainers and disbursements and advances
thereon, the premium, security for, and other costs relating to any bond
(including cost bonds, appraisal bonds or their equivalents), and any expenses
of establishing a right to indemnification or payment of Expenses under
Sections 9, 11 and 14 above but shall not include the amount of
judgments, fines, ERISA excise taxes or penalties actually levied against
Indemnitee or any amounts paid in settlement by or on behalf of
Indemnitee.

     

    (c)           “Indemnitee-Related
Entities” means any corporation, limited liability company, partnership,
joint venture, trust, employee benefit plan or other enterprise (each, an
“Enterprise”) (other than the (i) Company, (ii) any Enterprise of which any
voting power of the voting equity securities or equity interest is owned,
directly or indirectly, by the Company, and (iii)  any other
Enterprise or constituent Enterprise (including, without limitation, any
constituent of a constituent) absorbed in a consolidation,  merger or
similar transaction to which the Company or any of its wholly owned subsidiaries
or other entities of which a majority of the voting power of the voting equity
securities or equity interest is owned, directly or indirectly, by the Company
is a party)  from whom Indemnitee may be entitled to indemnification
or advancement of expenses with respect to which, in whole or in part, the
Company or any other entity identified in clauses (ii) or (iii) of this
definition and controlled by the Company may also have an indemnification or
advancement obligation.

     

    (d)           “Independent Counsel”
means a law firm or a member of a law firm that neither is presently nor in the
past five years has been retained to represent:  (i) the Company
or Indemnitee in any matter material to either such party, or (ii) any
other party to the Proceeding giving rise to a claim for indemnification
hereunder.  Notwithstanding the foregoing, the term “Independent
Counsel” shall not include 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 right to indemnification under this Agreement.

     

    (e) “Proceeding” means any
action, suit, arbitration, alternative dispute mechanism, inquiry,
administrative or legislative hearing, investigation or any other actual, threatened
or completed proceeding, for which indemnification is not prohibited under
Sections 2(a)-(c), including any and all appeals, whether civil, criminal,
administrative or investigative, to which Indemnitee was or is made a party or
is threatened to be made a party or is otherwise involved by reason of the fact
that Indemnitee is or was a director, officer, employee or agent of the Company
or is or was serving at the request of the Company as a director, officer,
employee, agent or trustee of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to an
employee benefit plan.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


     

     

    23.   Other
Provisions.

     

    (a) This
Agreement shall be interpreted and enforced in accordance with the laws of
Delaware.

     

    (b) This
Agreement may be executed in one or more counterparts, each of which shall for
all purposes be deemed to be an original but all of which together shall
constitute one and the same Agreement.  Only one such counterpart
signed by the party against whom enforceability is sought needs to be produced
as evidence of the existence of this Agreement.

     

    (c) This
Agreement shall not be deemed an employment contract between the Company and any
Indemnitee who is an officer of the Company, and, if Indemnitee is an officer of
the Company, Indemnitee specifically acknowledges that Indemnitee may be
discharged at any time for any reason, with or without cause, and with or
without severance compensation, except as may be otherwise provided in a
separate written contract between Indemnitee and the Company.

     

    (d) In the
event of payment under this Agreement, the Company shall be subrogated to the
extent of such payment to all of the rights of recovery of Indemnitee, who shall
execute all papers required and shall do everything that may be necessary to
secure such rights, including the execution of such documents necessary to
enable the Company effectively to bring suit to enforce such
rights.

     

    (e) This
Agreement may not be amended, modified or supplemented in any manner, whether by
course of conduct or otherwise, except by an instrument in writing specifically
designated as an amendment hereto, signed on behalf of each party.  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.

     

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remainder of this page is intentionally left blank.]


    
      
         


      

      
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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.

     

    The
Company

     

     

    


     

    By   _______________________                                                                        

     

     

     

     

    CCH
II

    (solely
for the purposes of Section 19 hereof)

     

    
 

     

    By _______________________                                                                        

     

     

     

    


     

    


    ______________________________

    Indemnitee


    
      
         


      

      
        
        

        
          

        

      

      
         


        
          EXHIBIT
1

        

      

    


    UNDERTAKING
TO REPAY INDEMNIFICATION EXPENSES

     

     

    I,
___________________________________________________, agree to reimburse the
Company for all expenses paid to me by the Company in connection with any
Proceeding (as defined in the Indemnification Agreement dated as of ___________
between me and the Company), in the event, and to the extent that it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal that I am not entitled to be indemnified by the Company
for such expenses.

     

    Signature 
______________________                                                                         

     

    Typed
Name ____________________                                                                                                                                            

     

    Office _________________________                                                                                                                                                  

     

    State of
__________________   )

                                                              
)  ss.:

    County of
________________    )

     

    Before
me, ______________________, on this day personally appeared ___________________,
known to me to be the person whose name is subscribed to the foregoing
instrument, and who, after being duly sworn, stated that the contents of said
instrument are to the best of his/her knowledge and belief true and correct and
who acknowledged that he/she executed the same for the purpose and consideration
therein expressed.

     

    GIVEN
under my hand and official seal at ________, this _______ day of ___________,
200__.

     

    


    _________________________________

    Notary
Public

     

    My
commission expires:


    
      
         


      

      
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