Exhibit 10.10


 


INDEMNIFICATION AGREEMENT


 


 


INDEMNIFICATION AGREEMENT, dated as of                        ,
200    (the “Agreement”), by and between
Classmates Media Corporation, a Delaware corporation (the “Company”), and                                                              
(“Indemnitee”).


A.            Indemnitee, as a member of the Company’s board of
directors (the “Board”) or as an officer of the Company, or both, performs
valuable services for the Company.


B.            The Company and Indemnitee
further recognize the substantial increase in corporate litigation in general,
subjecting directors, officers, employees, controlling persons, agents and
fiduciaries to expensive litigation risks.


C.            The Company has adopted bylaws (as amended from time to
time, the “Bylaws”) providing for the indemnification of the officers,
directors, agents and employees of the Company to the maximum extent authorized
by Section 145 of the General Corporation Law of the State of Delaware, (as
amended from time to time, the “DGCL”).


D.            The Bylaws and the DGCL, by their non-exclusive nature,
permit contracts between the Company and its directors, officers, employees,
controlling persons, agents or fiduciaries with respect to indemnification of
such directors, officers, employees, controlling persons, agents or
fiduciaries.


E.             The
Company desires to attract and retain the involvement of highly qualified
individuals, such as Indemnitee, to serve the Company and, therefore, wishes to
provide for the indemnification and advancement of expenses to Indemnitee to
the maximum extent permitted by law.


F.             Indemnitee is willing to serve,
continue to serve and to take on additional service for or on behalf of the
Company on the condition that he or she be so indemnified.


G.            In
view of the considerations set forth above, the Company desires that Indemnitee
be indemnified by the Company as set forth herein.


NOW, THEREFORE, in consideration of Indemnitee’s
service to the Company, the parties hereto, intending to be legally bound,
agree as follows:


                1.             Scope of Indemnity.


 


(a)           Indemnification of Expenses.  The Company shall indemnify Indemnitee to the
fullest extent permitted by law if Indemnitee was, is, becomes or is threatened
to become a party to or witness or other participant in any threatened, pending
or completed action, suit, arbitration, alternative dispute resolution
mechanism, administrative hearing, inquiry, investigation or any other actual,
threatened or completed proceeding, whether civil, criminal, administrative or
investigative (a “Proceeding”), against any and all expenses actually and
reasonably incurred by or on behalf of Indemnitee (including attorneys’ fees
and all other costs in connection with investigating, defending, being a
witness in or participating in (including on


 


 

















 


 


appeal),
or preparing to defend, be a witness in or participate in, any such
Proceeding), any federal, state, local or foreign taxes imposed on Indemnitee
as a result of the actual or deemed receipt of any payments under this
Agreement (collectively, “Expenses”), and any judgments, fines, penalties and
amounts paid in settlement of any such Proceeding, including all interest,
assessments and other charges paid or payable in connection with or in respect
of such Expenses and other amounts, by reason of (or arising in part out of)
any action taken by Indemnitee or of any inaction of Indemnitee while acting as
a director, officer, employee, agent or fiduciary of the Company, or by reason
of the fact that Indemnitee was serving at the request of the Company as a
director, officer, employee, trustee, agent or fiduciary of another
corporation, partnership, joint venture, employee benefit plan, trust or other
person or group (an “Indemnification Event”).


(b)           Partial Indemnification.  Notwithstanding any other provision of this Agreement,
to the extent that Indemnitee is, by reason of an Indemnification Event, a
party to or a participant in a Proceeding and is successful, on the merits or
otherwise, in defense of such Proceeding, Indemnitee shall be indemnified
against all Expenses incurred by or on behalf of Indemnitee in connection
therewith.  If Indemnitee 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 or on behalf of Indemnitee in
connection with each successfully resolved claim, issue or matter.  For purposes of this Section and without
limitation, the termination of any claim, issue or matter in a Proceeding by
dismissal, with or without prejudice, shall be deemed to be a successful result
as to such claim, issue or matter.  If
Indemnitee is entitled under any provision of this Agreement to indemnification
by the Company for any portion of Expenses incurred in connection with any
Proceeding, but not, however, for the total amount of Expenses, the Company
shall nevertheless indemnify Indemnitee for the portion of such Expenses to
which Indemnitee is entitled.


                2.             Method for Requesting Indemnity.


 


(a)           Notice/Cooperation by Indemnitee.  Indemnitee shall give the Company written
notice as soon as practicable of any Proceeding commenced or threatened against
Indemnitee for which indemnification will or could be sought under this
Agreement.


(b)           Notice to Insurers.  If, at the time of the receipt by the Company
of notice of a Proceeding pursuant to Section 2(a) above, the Company has
liability insurance in effect which may cover such Proceeding, the Company
shall give prompt written notice of the commencement of such Proceeding to the
insurers in accordance with the procedures set forth in each of the Company’s
applicable policies.  The Company may
thereafter, in its sole and absolute discretion, take such necessary or
desirable action to cause such insurers to pay, on behalf of Indemnitee, all
amounts payable as a result of such Proceeding in accordance with the terms of
such policies.


                3.             Advancement of
Expenses.


 


(a)           Advancement.  The Company shall advance all Expenses
actually and reasonably incurred by or on behalf of Indemnitee in connection
with any Proceeding within ten business days after receipt by the Company of a
written demand by Indemnitee requesting such


 


 


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advance,
whether prior to or after final disposition of the Proceeding.  Such written demand shall reasonably evidence
the Expenses incurred by Indemnitee.


(b)           Repayment of Expenses.  Notwithstanding the provisions of Section
3(a), the obligation of the Company to advance Expenses pursuant to Section
3(a) shall be subject to the condition that, if, when and to the extent that
the Determining Party (as defined in Section 4(a)) or Independent Counsel (as
defined in Section 13), as the case may be, determines that Indemnitee is not
entitled to be indemnified under applicable law, the Company shall be entitled
to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company), within
thirty days of such determination, for all such amounts previously paid; provided, however, that if Indemnitee has commenced or
thereafter commences legal proceedings in a court of competent jurisdiction as
set forth in Section 6(a) to secure a determination that Indemnitee is entitled
to be indemnified under applicable law, any determination made by the
Determining Party or Independent Counsel, as the case may be, that Indemnitee
is not entitled to be indemnified under applicable law shall not be binding and
Indemnitee shall not be required to reimburse the Company for any advance of
Expenses until a final judicial determination is made with respect thereto (as
to which all rights of appeal therefrom have been exhausted and lapsed).


                4.             Determining Right to Indemnity.


 


(a)           Procedure.  Upon written request by Indemnitee for
indemnification pursuant to Sections 2(a) and 3 hereof, a determination with
respect to Indemnitee’s entitlement to indemnification shall be made as
follows:  (i) if a Change of Control (as
defined in Section 13) has occurred, by Independent Counsel in a written
opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii)
if a Change of Control has not occurred by any appropriate person or body
consisting of a member or members of the Board or any other person or body
appointed by the Board who is not a party to the particular claim for which
Indemnitee is seeking indemnification (the “Determining Party”).  If it is so determined that Indemnitee is
entitled to indemnification, payment to Indemnitee shall be made within seven
days after such determination. 
Indemnitee shall cooperate with the Determining Party with respect to
Indemnitee’s entitlement to indemnification, including providing to the
Determining Party upon 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 such determination.  To the extent permitted by the DGCL, any
costs or expenses (including attorneys’ fees and disbursements) actually and
reasonably incurred by Indemnitee in so cooperating with the Determining Party
shall be borne by the Company (irrespective of the determination as to
Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies
and agrees to hold Indemnitee harmless therefrom.


(b)           Independent Counsel.  In the event the determination of entitlement
to indemnification is to be made by an Independent Counsel pursuant to Section
4(a), the Independent Counsel shall be selected as follows.  If a Change of Control has not occurred, the
Independent Counsel shall be selected by the Board, and the Company shall give
written notice to Indemnitee of the identity of the Independent Counsel
selected.  If a Change of Control has
occurred, the Independent Counsel shall be selected by Indemnitee (unless
Indemnitee shall request that such selection be made by the Board, in which
event the preceding sentence shall apply), and the Indemnitee shall give
written notice to the Company of the identity of the


 


 


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Independent
Counsel selected.  In either event,
Indemnitee or the Company, as the case may be, may, within ten days after
written notice of the selection is given, deliver to the Company or to
Indemnitee, as the case may be, a written objection to the selection; provided, however, that such objection may be asserted only
on the ground that the Independent Counsel selected does not meet the
requirements of an Independent Counsel, and the objection shall set forth with
particularity the factual basis of such assertion.  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 twenty days after submission by Indemnitee of a written request for
indemnification pursuant to Section 2(a), no Independent Counsel has been
selected and not objected to, either the Company or Indemnitee may petition the
Court of Chancery of the State of Delaware for resolution of any objection
which has been made by the Company or Indemnitee to the other’s selection
of  Independent Counsel and/or for the
appointment of an Independent Counsel by the court, and the person with respect
to whom all objections are so resolved or appointed by the court shall act as
Independent Counsel under Section 4(b). 
The Company shall pay all reasonable fees and expenses incurred by the
Independent Counsel in connection with acting pursuant to Section 4(a), and the
Company shall pay all reasonable fees and expenses incident to the procedures
of this Section 4(b), regardless of the manner in which the Independent Counsel
was selected or appointed.


(c)           Settlement.  The Company is not required to obtain the
consent of the Indemnitee to the settlement of any Proceeding that the Company
has undertaken to defend if the Company assumes full and sole responsibility
for such settlement and the settlement grants the Indemnitee a complete and
unqualified release in respect of the potential liability.  The Company shall not be liable for any
amount paid by the Indemnitee in settlement of any Proceeding that is not
defended by the Company, unless the Company has consented to such settlement in
writing, which consent shall not be unreasonably withheld.


(d)           Selection of Counsel.  In the event the Company shall be obligated
hereunder to pay the Expenses of any Proceeding, the Company shall be entitled
to assume the defense of such Proceeding, with counsel approved by Indemnitee
(which approval shall not be unreasonably withheld, delayed or conditioned)
upon the delivery to Indemnitee of written notice of its election to do
so.  After delivery of notice, approval
of counsel by Indemnitee and retention of 
counsel by the Company, the Company will not be liable to Indemnitee under
this Agreement for any fees of counsel subsequently incurred by Indemnitee with
respect to the same Proceeding; provided that
Indemnitee shall have the right to employ Indemnitee’s counsel in any such
Proceeding at Indemnitee’s expense and if (i) the employment of counsel by
Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall
have reasonably concluded that there is a conflict of interest between the
Company and Indemnitee in the conduct of any such defense or, (iii) the Company
shall not continue to retain such counsel to defend such Proceeding, then the
fees and expenses of Indemnitee’s counsel shall be at the expense of the
Company.


 


 


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                5.             Presumptions.


 


(a)           Presumptions;
Burden of Proof.  In making a
determination with respect to entitlement to indemnification or the advancement
of Expenses, the Determining Party shall presume that Indemnitee is entitled to
indemnification or advancement of Expenses under this Agreement if Indemnitee
has submitted a request for indemnification or the advancement of Expenses in
accordance with Sections 2(a) and 3(a), and the Company shall have the burden
of proof in connection with any determination contrary to that presumption.  For purposes of this Agreement, the
termination of any Proceeding by judgment, order, settlement (whether with or
without court approval) or conviction, or upon a plea of nolo
contendere, or its equivalent, shall not create a presumption that
Indemnitee did not meet any particular standard of conduct or have any
particular belief or that a court has determined that indemnification is not
permitted by applicable law.  In
addition, neither the failure of the Determining Party to have made a
determination as to whether Indemnitee has met any particular standard of
conduct or had any particular belief, nor an actual determination by the
Determining Party that Indemnitee has not met such standard of conduct or did
not have such belief, prior to the commencement of legal proceedings by
Indemnitee to secure a judicial determination that Indemnitee should be
indemnified under applicable law, shall be a defense to Indemnitee’s claim or
create a presumption that Indemnitee has not met any particular standard of
conduct or did not have any particular belief. In connection with any
determination by the Determining Party or otherwise as to whether Indemnitee is
entitled to be indemnified hereunder, the burden of proof shall be on the
Company to establish that Indemnitee is not so entitled.


(b)           Timing.  If the Determining Party shall not have made
a determination within sixty days after receipt by the Company of the request
therefor, the requisite determination of entitlement to indemnification 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 the foregoing provisions of this
Section 5(b) shall not apply (i) if the determination of entitlement to
indemnification is to be made by the Disinterested Stockholders pursuant to
Section 4(a) and if (A) within fifteen days after receipt by the Company of the
request for such determination the Board has resolved to submit such
determination to the Disinterested Stockholders for their consideration at an annual
meeting thereof to be held within seventy-five days after such receipt and such
determination is made thereat, or (B) a special meeting of stockholders is
called within fifteen days after such receipt for the purpose of making such
determination, such meeting is held for such purpose within sixty days after
having been so called and such determination is made thereat, or (ii) if the
determination of entitlement to indemnification is to be made by an Independent
Counsel pursuant to Section 4(b).


(c)           Reliance as Safe Harbor.  For purposes of any determination of good
faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s
actions are based on the records or books of account of the Company, including
financial statements, or on information supplied to Indemnitee by the officers
of the Company in the course of their duties, or on the advice of legal counsel
for the Company or on information or records given or reports made to the
Company by an independent certified public accountant or by an appraiser or
other expert


 


 


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selected
with reasonable care by the Company.  The
provisions of this Section 5(c) shall not be deemed to be exclusive or to limit
in any way the other circumstances in which the Indemnitee may be deemed to
have met the applicable standard of conduct set forth in this Agreement.


(d)           Actions of Others.  The knowledge and/or actions, or failure to
act, of any director, officer, agent or employee of the Company shall not be imputed
to Indemnitee for purposes of determining the right of indemnification under
this Agreement.


                6.             Remedies of Indemnitee.


 


(a)           In the event that (i) a determination
is made pursuant to Section 4 that Indemnitee is not entitled to
indemnification under this Agreement, (ii) advancement of Expenses is not
timely made pursuant to Section 3, (iii) no determination of entitlement to
indemnification shall have been made pursuant to Section 4(b) within sixty days
after receipt by the Company of the request for indemnification, or (iv)
payment of indemnification is not made within seven days after a determination
has been made that Indemnitee is entitled to indemnification, Indemnitee shall
be entitled to an adjudication by the Court of Chancery of the State of
Delaware of his or her entitlement to such indemnification or advancement of
Expenses.  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 6(a).


(b)           In the event that a determination has
been made pursuant to Section 4(a) of this Agreement that Indemnitee is not
entitled to indemnification, any judicial proceeding commenced pursuant to this
Section 6 shall be conducted in all respects as a de novo trial
on the merits and Indemnitee shall not be prejudiced by reason of that adverse
determination.


(c)           If a determination has been made
pursuant to Section 4(a) that Indemnitee is entitled to indemnification, the
Company shall be bound by such determination in any judicial proceeding
commenced pursuant to this Section 6, 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 on such indemnification
under applicable law.


(d)           In the event that Indemnitee,
pursuant to this Section 6, seeks a judicial adjudication of his or her rights
under, or to recover damages for breach of, this Agreement, Indemnitee shall be
entitled to recover from the Company, and shall be indemnified by the Company
against, any and all Expenses actually and reasonably incurred by him or her in
such judicial adjudication, but only if he or she prevails therein.  If it shall be determined in said judicial
adjudication that Indemnitee is entitled to receive part but not all of the
indemnification or advancement of Expenses sought, the Expenses incurred by
Indemnitee in connection with such judicial adjudication shall be appropriately
prorated.


(e)           The Company shall be precluded from
asserting in any judicial proceeding commenced pursuant to this Section 6 that
the procedures and presumptions of this Agreement are not valid, binding and
enforceable and shall stipulate in any court that the Company is bound by all
provisions of this Agreement.


 


 


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7.             Nonexclusivity.  The
indemnification provided by this Agreement shall be in addition to any rights
to which Indemnitee may be entitled under the Company’s certificate of
incorporation (as amended from time to time, the “Certificate of Incorporation”),
its Bylaws, any agreement, any vote of stockholders or Disinterested Directors,
the DGCL, or otherwise. The indemnification provided under this Agreement shall
continue as to Indemnitee for any action Indemnitee took or did not take while
serving in an indemnified capacity even though Indemnitee may have ceased to
serve in such capacity.


8.             No Duplication of Payments. 
The Company shall not be liable under this Agreement to make any payment
in connection with any Proceeding commenced or threatened against Indemnitee to
the extent Indemnitee has otherwise actually received payment (under any insurance
policy, the Certificate of Incorporation, the Bylaws or otherwise) of the
amounts otherwise indemnifiable hereunder.


9.             Mutual Acknowledgement. 
The Company and Indemnitee acknowledge that in certain instances,
federal law or applicable public policy may prohibit the Company from
indemnifying its directors, officers, employees, controlling persons, agents or
fiduciaries under this Agreement or otherwise. 
Each Indemnitee understands and acknowledges that the Company has
undertaken or may be required in the future to undertake with the Securities
and Exchange Commission to submit the question of indemnification to a court in
certain circumstances for a determination of the Company’s rights under public
policy to indemnify Indemnitee.


10.          Exceptions.  Any other
provision herein to the contrary notwithstanding, the Company shall not be
obligated pursuant to the terms of this Agreement:


(a)           Proceedings Initiated by
Indemnitee.  To indemnify or advance
Expenses to Indemnitee with respect to Proceedings initiated or brought
voluntarily by Indemnitee and not by way of defense, except (i) with respect to
actions or proceedings to establish or enforce a right to indemnification under
this Agreement or any other agreement or insurance policy or under the
Certificate of Incorporation or Bylaws now or hereafter in effect relating to
Indemnification Events, (ii) in specific cases if the Board has approved the
initiation or bringing of such Proceeding, or (iii) as otherwise required under
Section 145 of the DGCL, regardless of whether Indemnitee ultimately is
determined to be entitled to such indemnification, advance Expense payment or
insurance recovery, as the case may be; or


(b)           Proceedings Under Section 16(b).  To indemnify Indemnitee for Proceedings
arising from the purchase and sale by Indemnitee of securities in violation of
Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or any similar or successor statute; or


(c)           Proceedings Excluded Under Section
145 of the DGCL.  To indemnify
Indemnitee if (i) Indemnitee did not act in good faith or in a manner
reasonably believed by such Indemnitee to be in or not opposed to the best
interests of the Company, or (ii) with respect to any criminal or civil
enforcement action or proceeding, Indemnitee had reasonable cause to believe
Indemnitee’s conduct was unlawful, or (iii) Indemnitee is adjudged to be liable
to the Company unless and only to the extent the court in such action permits
indemnification as provided in Section 145(b) of the DGCL.


 


 


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11.          Change in Law.  In the event
of any change after the date of this Agreement in any applicable law, statute
or rule which expands the right of a Delaware corporation to indemnity a member
of its Board or an officer, employee, controlling person, agent or fiduciary,
it is the intent of the parties hereto that Indemnitee shall enjoy by this
Agreement the greater benefits afforded by such change. In the event of any
change in any applicable law, statute or rule which narrows the right of a
Delaware corporation to indemnify a member of its Board or an officer,
employee, agent or fiduciary, such change, to the extent not otherwise required
by such law, statute or rule to be applied to this Agreement, shall have no
effect on this Agreement or the parties’ rights and obligations hereunder
except as set forth in Section 10(a).


12.          Period of Limitations. 
No legal action shall be brought and no cause of action shall be
asserted by or in the right of the Company against any Indemnitee, any
Indemnitee’s estate, spouse, heirs, executors or personal or legal
representatives after the expiration of five years from the date of accrual of
such cause of action, and any claim or cause of action of the Company shall be
extinguished and deemed released unless asserted by the timely filing of a
legal action within such five-year period; provided, however,
that if any shorter period of limitations is otherwise applicable to any such
cause of action, such shorter period shall govern.


                13.          Definitions.


 


(a)           For purposes of this Agreement,
references to the “Company” shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees, agents or fiduciaries, so that if Indemnitee is
or was a director, officer, employee, agent, control person, or fiduciary of
such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee, control person, agent
or fiduciary of another corporation, partnership, joint venture, employee
benefit plan, trust or other enterprise, Indemnitee shall stand in the same
position under the provisions of this Agreement with respect to the resulting
or surviving corporation as Indemnitee would have with respect to such
constituent corporation if its separate existence had continued.


(b)           For purposes of this Agreement,
references to “other enterprises” shall include employee benefit plans;
references to “fines” shall include any excise taxes assessed on  Indemnitee with respect to an employee
benefit plan; and references to “serving at the request of the Company” shall
include any service as a director, officer, employee, agent or fiduciary of the
Company which imposes duties on, or involves services by, such director,
officer, employee, agent or fiduciary with respect to an employee benefit plan,
its participants or its beneficiaries; and if Indemnitee acted in good faith
and in a manner reasonably believed to be in the interests of the participants
and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have
acted in a manner “not opposed to the best interests of the Company” as
referred to in this Agreement.


(c)           For purposes of this Agreement, a “Change
in Control” shall be deemed to have occurred if (i) any “person” (as such term
is used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than United
Online, Inc. or any of its subsidiaries (collectively, “United Online”) or a
trustee or other fiduciary holding securities under an employee benefit plan of
the


 


 


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Company
or a corporation owned directly or indirectly by the stockholders of the
Company in substantially the same proportions as their ownership of stock of
the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing both (x) more than 20% of the total voting power represented by
the Company’s then outstanding Voting Securities (“Voting Power”) and (y)
greater Voting Power than that of United Online, (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board of the Company and any new director whose election by the Board of
the Company or nomination for election by the Company’s stockholders was
approved by a vote of at least two-thirds 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 thereof, or (iii) the stockholders of the Company approve
a merger or consolidation of the Company with any other corporation (excluding
United Online) other than a merger or consolidation which 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 80% 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
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 of (in one
transaction or a series of transactions) all or substantially all of the
Company’s assets (other than to United Online).


(d)           For purposes of this Agreement, “Independent
Counsel” shall mean an attorney or firm of attorneys, selected in accordance
with the provisions of Section 4(b), that is experienced in matters of
corporate law and who shall not have otherwise performed services for the
Company or Indemnitee within the last three years (other than with respect to
matters concerning the right of any Indemnitee under this Agreement, or of
other indemnitees under similar indemnity agreements) and shall not have
otherwise performed services within the last three years for 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, as determined by the Board or any
authorized committee thereof, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee’s rights
under this Agreement.


(e)           For purposes of this Agreement, “Voting
Securities” shall mean any securities of the Company that vote generally in the
election of directors.


14.          Counterparts. 
This Agreement may be executed in one or more counterparts, each of
which shall constitute an original.


15.          Binding Effect; Successors and Assigns. 
This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective successors, assigns,
including any direct or indirect successor by purchase, merger, consolidation
or otherwise to all or substantially all of the business and/or assets of the
Company, spouses, heirs, and personal and legal representatives.  The Company shall require and cause any
successor (whether direct or indirect by purchase, merger, consolidation or
otherwise) to all,


 


 


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substantially all,
or a substantial part, of the business and/or assets of the Company, expressly
to assume and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform if no such succession
had taken place.  This Agreement shall
continue in effect with respect to Proceedings relating to Indemnification
Events regardless of whether any Indemnitee continues to serve as a director,
officer, employee, agent, controlling person, or fiduciary of the Company or of
any other enterprise, including subsidiaries of the Company, at the Company’s
request.


16.          Attorneys’ Fees.  In the event
that any action is instituted by Indemnitee under this Agreement or under any
liability insurance policies maintained by the Company to enforce or interpret
any of the terms hereof or thereof, Indemnitee shall be entitled to be paid all
Expenses incurred by Indemnitee with respect to such action if Indemnitee is
ultimately successful in such action, and shall be entitled to the advancement
of Expenses with respect to such action, unless, as a part of such action, a
court of competent jurisdiction over such action determines that the material
assertions made by Indemnitee as a basis for such action were not made in good
faith or were frivolous. In the event of an action instituted by or in the name
of the Company under this Agreement to enforce or interpret any of the terms of
this Agreement, Indemnitee shall be entitled to be paid all Expenses incurred
by Indemnitee in defense of such action (including costs and expenses incurred
with respect to Indemnitee counterclaims and cross-claims made in such action),
and shall be entitled to the advancement of Expenses with respect to such
action, unless, as a part of such action, a court having jurisdiction over such
action determines that the Indemnitee’s material defenses to such action were
made in bad faith or were frivolous.


17.          Notice.  All notices
and other communications required or permitted hereunder shall be in writing,
shall be effective when given, and shall in any event be deemed to be given (a)
five calendar days after deposit with the U.S. Postal Service or other
applicable postal service, if delivered by first class mail, postage prepaid,
(b) upon delivery, if delivered by hand, (c) one business day after the
business day of deposit with Federal Express or similar overnight courier,
freight prepaid, or (d) one day after the business day of delivery by facsimile
transmission, if deliverable by facsimile transmission, with copy by first
class mail, postage prepaid, and shall be addressed if to Indemnitee, at
Indemnitee’s address as set forth beneath Indemnitee’s signature to this
Agreement and if to the Company at the address of its principal corporate
offices (attention: Chief Executive Officer) or at such other address as such
party may designate by ten calendar days’ advance written notice to the other
party hereto.


 


 


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18.          Consent
to Jurisdiction.  The Company and Indemnitee irrevocably
consent to the jurisdiction of the courts of the State of Delaware for all
purposes in connection with any action or proceeding which arises out of or
relates to this Agreement and agree that any action instituted under this
Agreement shall be commenced, prosecuted and continued only in the Court of
Chancery of the State of Delaware in and for New Castle County, which shall be
the exclusive and only proper forum for adjudicating such a claim and waive any
objection to the laying of venue of any such action or proceeding in a Delaware
court and agree not to plead or to make any claim that any such action or
proceeding brought in a Delaware court has been brought in an improper or
otherwise inconvenient forum.


19.          Severability.  The provisions
of this Agreement shall be severable in the event that any of the provisions
hereof (including any provision within a single section, paragraph or sentence)
are held by a court of competent jurisdiction to be invalid, void or otherwise
unenforceable, and the remaining provisions shall remain enforceable to the
fullest extent permitted by law. Furthermore, to the fullest extent possible,
the provisions of this Agreement (including, without limitations, each portion
of this Agreement containing any provision held to be invalid, void or otherwise
unenforceable, that is not itself invalid, void or unenforceable) shall be
construed so as to give effect to the intent manifested by the provision held
invalid, illegal or unenforceable.


20.          Choice of Law.  This Agreement
shall be governed by and its provisions construed and enforced in accordance
with the laws of the State of Delaware, as applied to contracts between
Delaware residents, entered into and to be performed entirely within the State
of Delaware, without regard to the conflict of laws principles thereof.


21.          Subrogation.  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 documents required and shall do all acts that may be necessary to
secure such rights and to enable the Company effectively to bring suit to
enforce such rights.


22.          Amendment and Termination. 
No amendment, modification, termination or cancellation of this
Agreement shall be effective unless it is in writing signed by all 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.


23.          Integration and Entire Agreement. 
This Agreement sets forth the entire understanding between the parties
hereto and supersedes and merges all previous written and oral negotiations,
commitments, understandings and agreements relating to the subject matter hereof
between the parties hereto.


24.          No Construction as Employment Agreement. 
Nothing contained in this Agreement shall be construed as giving
Indemnitee any right to be retained in the employ or service of the Company or
any of its subsidiaries in Indemnitee’s current capacity or any other capacity.


 


 


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25.          Corporate Authority.  The Board of
the Company has approved the terms of this Agreement.


 


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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.


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  INDEMNITEE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Print Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CLASSMATES MEDIA CORPORATION,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Mark R. Goldston,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chairman, Chief Executive Officer and President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Address:

  	
  21301 Burbank Boulevard

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Woodland Hills, CA 91367