exv10w1






Exhibit 10.1




INDEMNIFICATION AGREEMENT




     This Indemnification Agreement, dated as of _____________, 20__ (this “Agreement”), is made by
and between CTPartners Executive Search Inc., a Delaware corporation (the “Company”), and
___________________ (“Indemnitee”).



RECITALS:




     A. Section 141 of the Delaware General Corporation Law provides that the business and affairs
of a corporation shall be managed by or under the direction of its board of directors.



     B. Pursuant to Sections 141 and 142 of the Delaware General Corporation Law, significant
authority with respect to the management of the Company has been delegated to the officers of the
Company.



     C. By virtue of the managerial prerogatives vested in the directors and officers of a Delaware
corporation, directors and officers act as fiduciaries of the corporation and its stockholders.



     D. Thus, it is critically important to the Company and its stockholders that the Company be
able to attract and retain the most capable persons reasonably available to serve as directors and
officers of the Company.



     E. In recognition of the need for corporations to be able to induce capable and responsible
persons to accept positions in corporate management, Delaware law authorizes (and in some instances
requires) corporations to indemnify their directors and officers, and further authorizes
corporations to purchase and maintain insurance for the benefit of their directors and officers.



     F. The Delaware courts have recognized that indemnification by a corporation serves the dual
policies of (1) allowing corporate officials to resist unjustified lawsuits, secure in the
knowledge that, if vindicated, the corporation will bear the expense of litigation and (2)
encouraging capable women and men to serve as corporate directors and officers, secure in the
knowledge that the corporation will absorb the costs of defending their honesty and integrity.



     G. The number of lawsuits challenging the judgment and actions of directors and officers of
Delaware corporations, the costs of defending those lawsuits, and the threat to directors’ and
officers’ personal assets have all materially increased over the past several years, chilling the
willingness of capable women and men to undertake the responsibilities imposed on corporate
directors and officers.



     H. Recent federal legislation and rules adopted by the Securities and Exchange Commission and
the national securities exchanges have imposed additional disclosure and corporate governance
obligations on directors and officers of public companies and have exposed such directors and
officers to new and substantially broadened civil liabilities.



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     I. These legislative and regulatory initiatives have also exposed directors and officers of
public companies to a significantly greater risk of criminal proceedings, with attendant defense
costs and potential criminal fines and penalties.



     J. Under Delaware law, a director’s or officer’s right to the advancement of the costs of
defense of claims asserted against him or her, whether such claims are civil, criminal or other
claims and whether they are asserted under state, federal or other law, does not depend upon the
merits of the claims asserted and is separate and distinct from any right to indemnification the
director or officer may be able to establish, and indemnification of the director or officer
against civil, criminal or other fines and penalties is permitted if the director or officer
satisfies the applicable standard of conduct.



     K. Indemnitee is a director and/or officer of the Company and his or her willingness to serve
in such capacity or capacities is predicated, in substantial part, upon the Company’s willingness
to indemnify him or her in accordance with the principles reflected above, to the fullest extent
permitted by the laws of the State of Delaware and upon the other undertakings set forth in this
Agreement.



     L. In recognition of the need to provide Indemnitee with substantial protection against
personal liability, in order to procure Indemnitee’s continued service as a director and/or officer
of the Company and to enhance Indemnitee’s ability to serve the Company in an effective manner, and
in order to provide such protection pursuant to express contract rights (intended to be enforceable
irrespective of, among other things, any amendment to the Company’s certificate of incorporation or
bylaws (collectively, the “Constituent Documents”), any change in the composition of the Company’s
Board of Directors (the “Board”) or any change-in-control or business combination relating to the
Company, the Company wishes to provide in this Agreement for the indemnification of and the
advancement of Expenses (as defined in Section 1(e)) to Indemnitee as set forth in this Agreement
and for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability
insurance policies.



     M. In light of the considerations referred to in the preceding recitals, it is the Company’s
intention and desire that the provisions of this Agreement be construed liberally, subject to their
express terms, to maximize the protections to be provided to Indemnitee hereunder.



AGREEMENT:




     NOW, THEREFORE, the parties hereby agree as follows:



     1. Certain Definitions. In addition to terms defined elsewhere herein, the following
terms shall have the respective meanings indicated below when used in this Agreement with initial
capital letters:



          (a) “Claim” means (i) any threatened, asserted, pending or completed claim, demand, action,
suit or proceeding, whether civil, criminal, administrative, arbitrative, investigative or other
(including any cross-claim or counterclaim in any action, suit or proceeding), and whether made
pursuant to federal, state or other law; and (ii) any threatened, pending or completed inquiry or
investigation (including discovery), whether made, instituted or






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conducted by the Company or any other person, including any federal, state or other
governmental entity, that Indemnitee determines might lead to the institution of any such claim,
demand, action, suit or proceeding.




          (b) “Controlled Affiliate” means any corporation, limited liability company, partnership,
joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or
indirectly controlled by the Company. For purposes of this definition, “control” means the
possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of an entity or enterprise, whether through the ownership of voting securities, through
other voting rights, by contract or otherwise; provided, however, that direct or indirect
beneficial ownership of capital stock or other interests in an entity or enterprise entitling the
holder to cast 20% or more of the total number of votes generally entitled to be cast in the
election of directors (or persons performing comparable functions) of such entity or enterprise
shall be deemed to constitute control for purposes of this definition.




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




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




          (e) “Expenses” means attorneys’ and experts’ fees and expenses and all other costs and
expenses paid or payable in connection with investigating, defending, being a witness in or
participating in (including on appeal), or preparing to investigate, defend, be a witness in or
participate in (including on appeal), any Claim.




          (f) “Incumbent Directors” means the individuals who, as of the date of this Agreement, are
directors of the Company and any individual becoming a director subsequent to the date hereof whose
election, nomination for election by the Company’s stockholders, or appointment, was approved by a
vote of at least two-thirds of the then Incumbent Directors (either by a specific vote or by
approval of the proxy statement of the Company in which such person is named as a nominee for
director, without objection to such nomination); provided, however, that an individual shall not be
an Incumbent Director if such individual’s election or appointment to the Board occurs as a result
of an actual or threatened election contest (as described in Rule 14a-12(c) of the Exchange Act)
with respect to the election or removal of Directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a person other than the Board.




          (g) “Indemnifiable Claim” means any Claim based upon, arising out of or resulting from (i) any
actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a
director, officer, employee or agent of the Company or as a director, officer, employee, member,
manager, trustee, fiduciary or agent of any other corporation, limited liability company,
partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to
which Indemnitee is or was serving at the request of the Company, (ii) any actual, alleged or
suspected act or failure to act by Indemnitee in respect of any business, transaction,
communication, filing, disclosure or other activity of the Company or any other entity or
enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or




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former director, officer, employee or agent of the Company or as a current or former director,
officer, employee, member, manager, trustee, fiduciary or agent of any other entity or enterprise
referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to
act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by
reason of such status. In addition to any service at the actual request of the Company, for
purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the
request of the Company as a director, officer, employee, member, manager, trustee, fiduciary or
agent of another entity or enterprise if Indemnitee is or was serving as a director, officer,
employee, member, manager, trustee, fiduciary or agent of such entity or enterprise and (A) such
entity or enterprise is or at the time of such service was a Controlled Affiliate, (B) such entity
or enterprise is or at the time of such service was an employee benefit plan (or related trust)
sponsored or maintained by the Company or a Controlled Affiliate, or (C) the Company or a
Controlled Affiliate directly or indirectly caused or authorized Indemnitee to be nominated,
elected, appointed, designated, employed, engaged or selected to serve in such capacity.




          (h) “Indemnifiable Losses” means any and all Losses relating to, arising out of or resulting
from any Indemnifiable Claim.




          (i) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in
matters of corporation law and, as of the time of selection with respect to any Indemnifiable
Claim, is not, nor in the past five years has been, retained to represent: (i) the Company (or any
Subsidiary) or Indemnitee in any matter material to either such party (other than with respect to
matters concerning Indemnitee under this Agreement, or other indemnitees under similar
indemnification agreements), or (ii) any other named (or, as to a threatened matter, reasonably
likely to be named) party to the Indemnifiable Claim 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 rights under this Agreement.




          (j) “Losses” means any and all Expenses, payments, damages, losses, liabilities, judgments,
fines, penalties (whether civil, criminal or other), awards and amounts paid in settlement,
including all interest, assessments and other charges paid or payable in connection with or in
respect of any of the foregoing.




          (k) “Subsidiary” means an entity in which the Company directly or indirectly beneficially owns
50% or more of the outstanding voting stock or other equity security.




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     2. Indemnification Obligation. Subject to Section 7 hereof, the Company shall
indemnify, defend and hold harmless Indemnitee, to the fullest extent permitted or required by the
laws of the State of Delaware in effect on the date hereof or as such laws may from time to time
hereafter be amended to increase the scope of such permitted indemnification, against any and all
Indemnifiable Claims and Indemnifiable Losses; provided, however, that, except as provided in
Sections 5 and 21, Indemnitee shall not be entitled to indemnification pursuant to this Agreement
in connection with any Claim initiated by Indemnitee against the Company or any director or officer
of the Company unless the Company has joined in or consented to the initiation of such Claim.



     3. Advancement of Expenses. To the extent permitted by applicable law, Indemnitee
shall have the right to advancement by the Company prior to the final disposition of any
Indemnifiable Claim of any and all Expenses relating to, arising out of or resulting from any
Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee determines are reasonably
likely to be paid or incurred by Indemnitee. Indemnitee’s right to such advancement is not subject
to the satisfaction of any standard of conduct. Without limiting the generality or effect of the
foregoing, within five business days after any request by Indemnitee, the Company shall, in
accordance with such request (but without duplication), (a) pay such Expenses on behalf of
Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c)
reimburse Indemnitee for such Expenses; provided, however, that Indemnitee shall repay, without
interest, any amounts actually advanced to Indemnitee that, at the final disposition of the
Indemnifiable Claim to which the advance related, were in excess of amounts paid or payable by
Indemnitee in respect of Expenses relating to, arising out of or resulting from such Indemnifiable
Claim. In connection with any such payment, advancement or reimbursement, Indemnitee shall execute
and deliver to the Company an undertaking in the form attached hereto as Exhibit A (subject to
Indemnitee filling in the blanks therein and selecting from among the bracketed alternatives
therein), which need not be secured and shall be accepted without reference to Indemnitee’s ability
to repay the Expenses. In no event shall Indemnitee’s right to the payment, advancement or
reimbursement of Expenses pursuant to this Section 3 be conditioned upon any undertaking in
addition to, or less favorable to Indemnitee than, the undertaking required by the immediately
prior sentence.



     4. Indemnification for Additional Expenses. Without limiting the generality or effect
of the foregoing, to the extent permitted by applicable law, the Company shall indemnify and hold
harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or
advance to Indemnitee, within five business days of such request, any and all Expenses paid or
incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred
by Indemnitee in connection with any Claim made, instituted or conducted by Indemnitee for (a)
indemnification or payment, advancement or reimbursement of Expenses by the Company under any
provision of this Agreement, or under any other agreement or provision of the Constituent Documents
now or hereafter in effect relating to Indemnifiable Claims, or (b) recovery under any directors’
and officers’ liability insurance policies maintained by the Company, regardless in each case of
whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement,
advance or insurance recovery, as the case may be; provided, however, that Indemnitee shall return,
without interest, any such advance of Expenses (or portion thereof) that remains unspent at the
final disposition of the Claim to which the advance related.



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     5. Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement
to indemnification by the Company for some or a portion of any Indemnifiable Loss, but not for all
of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion
thereof to which Indemnitee is entitled.



     6. Procedure for Notification. To obtain indemnification under this Agreement in
respect of an Indemnifiable Claim or Indemnifiable Loss, Indemnitee shall submit to the Company a
written request therefor, including a brief description (based upon information then available to
Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of
such request, the Company has directors’ and officers’ liability insurance in effect under which
coverage for such Indemnifiable Claim or Indemnifiable Loss is potentially available, the Company
shall give prompt written notice of such Indemnifiable Claim or Indemnifiable Loss to the
applicable insurers in accordance with the procedures set forth in the applicable policies. The
Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers, and
copies of all subsequent correspondence between the Company and such insurers regarding the
Indemnifiable Claim or Indemnifiable Loss, in each case substantially concurrently with the
delivery or receipt thereof by the Company. The failure by Indemnitee to timely notify the Company
of any Indemnifiable Claim or Indemnifiable Loss shall not relieve the Company from any liability
hereunder unless, and only to the extent that, the Company did not otherwise learn of such
Indemnifiable Claim or Indemnifiable Loss and such failure results in forfeiture by the Company of
substantial defenses, rights or insurance coverage.



     7. Determination of Right to Indemnification.



          (a) To the extent that Indemnitee shall have been successful on the merits or otherwise in
defense of any Indemnifiable Claim or any portion thereof or in defense of any issue or matter
therein, including dismissal without prejudice, Indemnitee shall be indemnified, to the extent
permitted by applicable law, against all Indemnifiable Losses relating to, arising out of or
resulting from such Indemnifiable Claim in accordance with Section 2 and no Standard of Conduct
Determination (as defined in Section 7(b)) shall be required.




          (b) To the extent that the provisions of Section 7(a) are inapplicable to an Indemnifiable
Claim that shall have been finally disposed of, any determination of whether Indemnitee has
satisfied any applicable standard of conduct under Delaware law that is a legally required
condition precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses
relating to, arising out of or resulting from such Indemnifiable Claim (a “Standard of Conduct
Determination”) shall be made as follows:





	 	(i)	 	by a majority vote of the Disinterested
Directors, even if less than a quorum of the Board,
	 
	 	(ii)	 	if such Disinterested Directors so direct, by a
majority vote of a committee of Disinterested Directors designated by a
majority vote of the Disinterested Directors, even though less than a
quorum, or
	 
	 	(iii)	 	if there are no such Disinterested Directors
or if requested by Indemnitee, by Independent Counsel in a written
opinion




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	 	 	 	addressed to the Board, a copy of which shall be delivered to
Indemnitee.





     Indemnitee will cooperate with the person or persons making such Standard of Conduct
Determination, including providing to such person or persons, upon reasonable advance request, any
documentation or information which is not privileged or otherwise protected from disclosure and
which is reasonably available to Indemnitee and reasonably necessary to such determination. The
Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall
reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request, any
and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by
Indemnitee in so cooperating with the person or persons making such Standard of Conduct
Determination.



          (c) The Company shall use its reasonable best efforts to cause any Standard of Conduct
Determination required under Section 7(b) to be made as promptly as practicable. If (i) the person
or persons empowered or selected under Section 7 to make the Standard of Conduct Determination
shall not have made a determination within 30 days after the later of (A) receipt by the Company of
written notice from Indemnitee advising the Company of the final disposition of the applicable
Indemnifiable Claim (the date of such receipt being the “Notification Date”) and (B) the selection
of an Independent Counsel, if such determination is to be made by Independent Counsel, that is
permitted under the provisions of Section 7(e) to make such determination and (ii) Indemnitee shall
have fulfilled his or her obligations set forth in the second sentence of Section 7(b), then
Indemnitee, to the extent permitted by applicable law, shall be deemed to have satisfied the
applicable standard of conduct; provided, however, that such 30-day period may be extended for a
reasonable time, not to exceed an additional 30 days, if the person or persons making such
determination in good faith requires such additional time to obtain or evaluate documentation or
information relating thereto.




          (d) If (i) Indemnitee shall be entitled to indemnification hereunder against any Indemnifiable
Losses pursuant to Section 7(a), (ii) no determination of whether Indemnitee has satisfied any
applicable standard of conduct under Delaware law is a legally required condition precedent to
indemnification of Indemnitee hereunder against any Indemnifiable Losses, or (iii) Indemnitee has
been determined or deemed pursuant to Section 7(b) or (c) to have satisfied any applicable standard
of conduct under Delaware law that is a legally required condition precedent to indemnification of
Indemnitee hereunder against any Indemnifiable Losses, then the Company shall pay to Indemnitee,
within five business days after the later of (x) the Notification Date in respect of the
Indemnifiable Claim or portion thereof to which such Indemnifiable Losses are related, out of which
such Indemnifiable Losses arose or from which such Indemnifiable Losses resulted and (y) the
earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) above shall
have been satisfied, an amount equal to the amount of such Indemnifiable Losses.




          (e) If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to
Section 7(b)(iii), the Independent Counsel shall be selected by the Board, and the Company shall
give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so
selected. Indemnitee may, within five business days after receiving written notice of selection
from the Company, deliver to the Company a written objection to such






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selection; provided, however, that such objection may be asserted only on the ground that the
Independent Counsel so selected does not satisfy the criteria set forth in the definition of
“Independent Counsel” in Section 1(i) hereof, and the objection shall set forth with particularity
the factual basis of such assertion. Absent a proper and timely objection, the person or firm so
selected shall act as Independent Counsel. If such written objection is properly and timely made
and substantiated, the Independent Counsel so 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 no Independent Counsel that is permitted under the foregoing provisions of this Section
7(e) to make the Standard of Conduct Determination shall have been selected within 30 days after
the Company gives its initial notice pursuant to the first sentence of this Section 7(e), either
the Company or Indemnitee may petition the Court of Chancery of the State of Delaware for
resolution of any objection that shall have been made by Indemnitee to the Company’s selection of
Independent Counsel and/or for the appointment as Independent Counsel of a person or firm selected
by the Court or by such other person as the Court shall designate, and the person or firm with
respect to whom all objections are so resolved or the person or firm so appointed will act as
Independent Counsel. In all events, the Company shall pay all of the reasonable fees and expenses
of the Independent Counsel incurred in connection with the Independent Counsel’s determination
pursuant to Section 7(b).




     8. Presumption of Entitlement. In making any Standard of Conduct Determination, the
person or persons making such determination shall presume that Indemnitee has satisfied the
applicable standard of conduct, and the Company may overcome such presumption only by its adducing
clear and convincing evidence to the contrary. Any Standard of Conduct Determination that is
adverse to Indemnitee may be challenged by Indemnitee in the Court of Chancery of the State of
Delaware. No determination by the Company (including by its directors or any Independent Counsel)
that Indemnitee has not satisfied any applicable standard of conduct shall be a defense to any
Claim by Indemnitee for indemnification or reimbursement or advance payment of Expenses by the
Company hereunder or create a presumption that Indemnitee has not met any applicable standard of
conduct.



     9. No Other Presumption. For purposes of this Agreement, the termination of any Claim
by judgment, order, settlement (whether with or without court approval) or conviction, or upon a
plea of nolo contendere or its equivalent, will not create a presumption that Indemnitee did not
meet any applicable standard of conduct or that indemnification hereunder is otherwise not
permitted.



     10. Non-Exclusivity. The rights of Indemnitee hereunder will be in addition to any
other rights Indemnitee may have under the Constituent Documents, or the substantive laws of the
Company’s jurisdiction of incorporation, any other contract or otherwise (collectively, “Other
Indemnity Provisions”); provided, however, that (a) to the extent that Indemnitee otherwise
would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee
will be deemed to have such greater right hereunder and (b) to the extent that any change is made
to any Other Indemnity Provision which permits any greater right to indemnification than that
provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater
right hereunder. The Company will not adopt any amendment to any of the Constituent Documents the
effect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification under
this Agreement or any Other Indemnity Provision.



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     11. Liability Insurance and Funding. For the duration of Indemnitee’s service as a
director and/or officer of the Company, and thereafter for so long as Indemnitee shall be subject
to any pending or possible Indemnifiable Claim, the Company shall use commercially reasonable
efforts (taking into account the scope and amount of coverage available relative to the cost
thereof) to cause to be maintained in effect policies of directors’ and officers’ liability
insurance providing coverage for Indemnitee that is at least substantially comparable in scope and
amount to that provided by the Company’s policies of directors’ and officers’ liability insurance
as of the date of this Agreement. Upon request, the Company shall provide Indemnitee with a copy
of all directors’ and officers’ liability insurance applications, binders, policies, declarations,
endorsements and other related materials, and shall provide Indemnitee with a reasonable
opportunity to review and comment on the same. Without limiting the generality or effect of the
two immediately preceding sentences, the Company shall not discontinue or significantly reduce the
scope or amount of coverage from one policy period to the next policy period (i) without the prior
approval thereof by a majority vote of the Incumbent Directors, even if less than a quorum, or (ii)
if at the time that any such discontinuation or significant reduction in the scope or amount of
coverage is proposed there are no Incumbent Directors, without the prior written consent of
Indemnitee (which consent shall not be unreasonably withheld or delayed). In all policies of
directors’ and officers’ liability insurance obtained by the Company, Indemnitee shall be named as
an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the
same limitations, as are accorded to the Company’s directors and officers most favorably insured by
such policy. The Company may, but shall not be required to, create a trust fund, grant a security
interest or use other means, including a letter of credit, to ensure the payment of such amounts as
may be necessary to satisfy its obligations to indemnify and advance expenses pursuant to this
Agreement.



     12. Subrogation. In the event of payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the related rights of recovery of Indemnitee
against other persons or entities (other than Indemnitee’s successors), including any entity or
enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(g).
Indemnitee shall take, at the request of the Company, all actions reasonably necessary to secure
such rights, including the execution of all papers reasonably required to evidence such rights (all
of Indemnitee’s reasonable Expenses, including attorneys’ fees and charges, related thereto to be
reimbursed by or, at the option of Indemnitee, advanced by the Company).



     13. No Duplication of Payments. The Company shall not be liable under this Agreement
to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee
has otherwise actually received payment (net of Expenses incurred in connection therewith) under
any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise
(including from any entity or enterprise referred to in clause (i) of the definition of
“Indemnifiable Claim” in Section 1(g)) in respect of such Indemnifiable Losses otherwise
indemnifiable hereunder.



     14. Defense of Claims. The Company shall be entitled to participate in the defense of
any Indemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory to
Indemnitee; provided, however, that if Indemnitee believes, after consultation with counsel
selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee
would present such counsel with an actual or potential conflict, (b) the named parties



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in any such Indemnifiable Claim (including any impleaded parties) include both the Company and
Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to
him or her that are different from or in addition to those available to the Company, or (c) any
such representation by such counsel would be precluded under the applicable standards of
professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel
(but not more than one law firm plus, if applicable, local counsel in respect of any particular
Indemnifiable Claim) at the Company’s expense. The Company shall not be liable to Indemnitee under
this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim
effected without the Company’s prior written consent. The Company shall not, without the prior
written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable
Claim to which Indemnitee is, or could have been, a party unless such settlement solely involves
the payment of money and includes a complete and unconditional release of Indemnitee from all
liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the
Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement;
provided, however, that Indemnitee may withhold consent to any settlement that does not provide a
complete and unconditional release of Indemnitee.




     15. Successors and Binding Agreement.



          (a) The Company shall require any successor (whether direct or indirect, by purchase, merger,
consolidation, reorganization or otherwise) to all or substantially all of the business or assets
of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her
counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same
extent the Company would be required to perform if no such succession had taken place. This
Agreement shall be binding upon and inure to the benefit of the Company and any successor to the
Company, including any person acquiring directly or indirectly all or substantially all of the
business or assets of the Company whether by purchase, merger, consolidation, reorganization or
otherwise (and such successor will thereafter be deemed the “Company” for purposes of this
Agreement), but shall not otherwise be assignable or delegatable by the Company.




          (b) This Agreement shall inure to the benefit of and be enforceable by Indemnitee’s personal
or legal representatives, executors, administrators, heirs, distributees, legatees and other
successors.




          (c) This Agreement is personal in nature and neither of the parties hereto shall, without the
written consent of the other, assign or delegate this Agreement or any rights or obligations
hereunder except as expressly provided in Sections 15(a) and 15(b). Without limiting the
generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not
be assignable, whether by pledge, creation of a security interest or otherwise, other than by a
transfer by Indemnitee’s will or by the laws of descent and distribution, and, in the event of any
attempted assignment or transfer contrary to this Section 15(c), the Company shall have no
liability to pay any amount so attempted to be assigned or transferred.




     16. Notices. For all purposes of this Agreement, all communications, including
notices, consents, requests or approvals, required or permitted to be given hereunder, shall be in
writing and shall be deemed to have been duly given when hand delivered or dispatched by



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electronic facsimile or electronic mail transmission (with receipt thereof confirmed orally or
electronically), or five business days after having been mailed by United States registered or
certified mail, return receipt requested, postage prepaid or one business day after having been
sent for next-day delivery by a nationally recognized overnight courier service, addressed to the
Company (to the attention of the Secretary of the Company) and to Indemnitee at the applicable
address shown on the signature page hereto, or to such other address as either party may have
furnished to the other in writing and in accordance herewith, except that notices of changes of
address will be effective only upon receipt.




     17. Governing Law. This Agreement shall be governed by and construed in accordance
with the substantive laws of the State of Delaware, without giving effect to the principles of
conflict of laws of such State. The Company and Indemnitee each hereby irrevocably consent to the
jurisdiction of the Chancery Court of the State of Delaware for all purposes in connection with any
claim, demand, action, suit or proceeding that arises out of or relates to this Agreement and agree
that any action, suit or proceeding instituted under this Agreement shall be brought only in the
Chancery Court of the State of Delaware.



     18. Validity. If any provision of this Agreement or the application of any provision
hereof to any person or circumstance is held invalid, unenforceable or otherwise illegal, the
remainder of this Agreement and the application of such provision to any other person or
circumstance shall not be affected, and the provision so held to be invalid, unenforceable or
otherwise illegal shall be reformed to the extent, and only to the extent, necessary to make it
enforceable, valid or legal. In the event that any court or other adjudicative body shall decline
to reform any provision of this Agreement held to be invalid, unenforceable or otherwise illegal as
contemplated by the immediately preceding sentence, the parties thereto shall take all such action
as may be necessary or appropriate to replace the provision so held to be invalid, unenforceable or
otherwise illegal with one or more alternative provisions that effectuate the purpose and intent of
the original provisions of this Agreement as fully as possible without being invalid, unenforceable
or otherwise illegal.



     19. Amendments, Waivers. No provision of this Agreement may be waived, modified,
amended, terminated or discharged unless such waiver, modification, amendment, termination or
discharge is agreed to in writing signed by Indemnitee and the Company. No waiver by either party
hereto at any time of any breach by the other party hereto or compliance with any condition or
provision of this Agreement to be performed by such other party shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same or at any prior or subsequent time.



     20. Complete Agreement. No agreements or representations, oral or otherwise,
expressed or implied with respect to the subject matter hereof have been made by either party that
are not set forth expressly in this Agreement.



     21. Legal Fees and Expenses. It is the intent of the Company that Indemnitee not be
required to incur legal fees or other Expenses associated with the interpretation, enforcement or
defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and
expense thereof would substantially detract from the benefits intended to be extended to Indemnitee
hereunder. Accordingly, without limiting the generality or effect of any other



11









 




provision hereof, if it should appear to Indemnitee that the Company has failed to comply with
any of its obligations under this Agreement (including its obligations under Section 3) or in the
event that the Company or any other person takes or threatens to take any action to declare this
Agreement void or unenforceable, or institutes any litigation or other action or proceeding
designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided
to Indemnitee hereunder, the Company irrevocably authorizes Indemnitee from time to time to retain
counsel of Indemnitee’s choice, at the expense of the Company as hereafter provided, to advise and
represent Indemnitee in connection with any such interpretation, enforcement or defense, including
the initiation or defense of any litigation or other legal action, whether by or against the
Company or any director, officer, stockholder or other person affiliated with the Company, in any
jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the
Company and such counsel, the Company irrevocably consents to Indemnitee’s entering into an
attorney-client relationship with such counsel, and in that connection the Company and Indemnitee
agree that a confidential relationship shall exist between Indemnitee and such counsel. Without
respect to whether Indemnitee prevails, in whole or in part, in connection with any of the
foregoing, the Company will pay and be solely financially responsible for any and all attorneys’
and related fees and expenses incurred by Indemnitee in connection with any of the foregoing.




     22. Certain Interpretive Matters. Unless the context of this Agreement otherwise
requires, (a) all references in this Agreement to Sections, paragraphs, clauses and other
subdivisions refer to the corresponding Sections, paragraphs, clauses and other subdivisions of
this Agreement unless expressly provided otherwise, (b) titles appearing at the beginning of any
Sections, subsections or other subdivisions of this Agreement are for convenience only, do not
constitute any part of such Sections, subsections or other subdivisions and shall be disregarded in
construing the language contained in such subdivisions, (c) “it” or “its” or words of any gender
include each other gender, (d) words using the singular or plural number also include the plural or
singular number, respectively, (e) the terms “hereof,” “herein,” “hereby” and derivative or similar
words refer to this entire Agreement, (f) the terms “Section” or “Exhibit” refer to the specified
Section or Exhibit of or to this Agreement, (g) the terms “include,” “includes” and “including”
will be deemed to be followed by the words “without limitation,” and (h) the word “or” is
disjunctive but not exclusive. Whenever this Agreement refers to a number of days, such number
will refer to calendar days unless business days are specified and whenever action must be taken
(including the giving of notice or the delivery of documents) under this Agreement during a certain
period of time or by a particular date that ends or occurs on a non-business day, then such period
or date will be extended until the immediately following business day. As used herein, “business
day” means any day other than Saturday, Sunday or a United States federal holiday.



     23. Counterparts. This Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original but all of which together shall constitute one and the same
agreement.



[Signatures Appear On Following Page]






12









 








IN WITNESS WHEREOF, Indemnitee has executed, and the Company has caused its duly

authorized representative to execute, this Agreement as of the date first above written.




	 	 	 	 	 	 	 

	 	 	CTPartners Executive Search Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	[INDEMNITEE]

[Address]	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[Indemnitee}	 	 






13









 





EXHIBIT A




UNDERTAKING



     This Undertaking is submitted pursuant to the Indemnification Agreement, dated as of
_____________, 2010 (the “Indemnification Agreement”), between CTPartners Executive Search Inc., a
Delaware corporation (the “Company”), and the undersigned. Capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the Indemnification
Agreement.



     The undersigned hereby requests [payment], [advancement], [reimbursement] by the Company of
Expenses which the undersigned [has incurred] [reasonably expects to incur] in connection with
______________ (the “Indemnifiable Claim”).



     The undersigned hereby undertakes to repay the [payment], [advancement], [reimbursement] of
Expenses made by the Company to or on behalf of the undersigned in response to the foregoing
request if it is determined, following the final disposition of the Indemnifiable Claim and in
accordance with Section 7 of the Indemnification Agreement, that the undersigned is not entitled to
indemnification by the Company under the Indemnification Agreement with respect to the
Indemnifiable Claim.



     IN WITNESS WHEREOF, the undersigned has executed this Undertaking as of this day of
_________________, 20__.


 



	 	 	 	 	 

	 

	 	 

[Indemnitee]