**Exhibit 10.30****FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT**     This Director and Officer Indemnification Agreement (the “Agreement”) is made andentered into this      day of           ,      , by and among Liberty Acquisition HoldingsCorp., a Delaware corporation (the “Company”) and_____________(“Indemnitee”).     **WHEREAS,**it is essential to the Company that it be able to retain and attract as directorsand officers the most capable persons available;     **WHEREAS,**increased corporate litigation has subjected directors and officers to litigationrisks and expenses, and the limitations on the availability and terms and conditions of directorsand officers liability insurance have made it increasingly difficult for the Company to attract andretain such persons;     **WHEREAS,**the Company’s Certificate of Incorporation (as amended from time to time, the“Charter”) and/or Bylaws (as amended from time to time, the “Bylaws”), provide forthe indemnification of and advancement of expenses to its directors and officers, and the GeneralCorporation Law of the State of Delaware (the “DGCL”) and such Charter and Bylaws are notexclusive and permit the Company to make other or additional indemnification and advancementarrangements and agreements;     **WHEREAS,**to further promote the Company’s ability to attract and retain qualified individualsto serve as directors and/or officers of the Company, the Company intends to maintain, directorsand officers liability insurance to protect the Company’s directors and officers from certainliabilities;     **WHEREAS,**the Indemnitee does not regard the protections granted under the Charter and Bylawsand such insurance agreements to be adequate in the present circumstances, and may not serve as adirector and/or officer of the Company without adequate protection;     **WHEREAS,**the Company desires that the Indemnitee serve in such capacity;     **WHEREAS,**to promote the Company’s ability to attract and retain qualified individuals toserve as directors and/or officers of the Company, the Company desires to provide Indemnitee withspecific contractual assurance of Indemnitee’s rights to indemnification and advancement ofexpenses to the greatest extent permitted by law against litigation risks and expenses(regardless, among other things, of any change in the ownership of the Company or the compositionof its Board of Directors); and     **WHEREAS,**Indemnitee is relying upon the rights afforded under this Agreement in acceptingIndemnitee’s position as a director and/or officer of the Company.     **NOW, THEREFORE,**in consideration of the promises and the covenants contained herein, theCompany and Indemnitee do hereby covenant and agree as follows:
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     **1. ****Definitions****.**          (a) “Change in Control” shall mean any (i) merger, consolidation, shareexchange or business combination involving the Company or any of its subsidiary Entities, (ii) asale, lease, exchange, transfer or other disposition in a single transaction or a series ofrelatedtransactions, of 15% or more of the assets of the Company and its subsidiary Entities, takenas awhole, (iii) purchase or sale of shares of capital stock or other securities representing 15%ormore of the voting power of the capital stock of the Company or any of its subsidiaryEntities,including, without limitation, by way of tender or exchange offer, in a single transaction oraseries of related transactions, (iv) reorganization, recapitalization, liquidation ordissolution ofthe Company or any of its subsidiary Entities, or (v) change in the composition of a majorityofthe Board of Directors of the Company in a single transaction or a series of relatedtransactions,unless, in each case, such transaction described in subsections (i) - (v) hereof was adoptedandapproved by the members of the Board of Directors of the Company (or new or additionalmembers of the Board of Directors of the Company approved by such directors) in office at thetime of the adoption of this Agreement by the Company.          (b) “Corporate Status” describes the status of a person who is serving or hasserved (i) as a director or officer of the Company or any subsidiary, (ii) in any capacitywithrespect to any employee benefit plan of the Company, or (iii) as a director, member, manager,partner, trustee, officer, employee, or agent of any other Entity at the request of theCompany.          (c) “Entity” shall mean any corporation, partnership (including, withoutlimitation, any general, limited or limited liability partnership), limited liability company,jointventure, trust, foundation, association, organization or other legal entity.          (d) “Expenses” shall mean all fees, costs and expenses actually andreasonably incurred in connection with any Proceeding (as defined below), including, withoutlimitation, reasonable attorneys’ fees, disbursements and retainers (including, withoutlimitation,any such fees, disbursements and retainers incurred by Indemnitee pursuant to Sections9 and11(c) of this Agreement), fees, costs, expenses and disbursements of expertwitnesses, privateinvestigators and professional advisors (including, without limitation,accountants andinvestment bankers), court costs, transcript costs, fees of experts, travel expenses(including,without limitation, those of expert witnesses, private investigators and professionaladvisors),duplicating, printing and binding costs, telephone and fax transmission charges, postage,deliveryservices, secretarial services and other disbursements and expenses.          (e) “Liabilities” shall mean judgments, damages, liabilities, losses, penalties,excise taxes, fines and amounts paid in settlement.          (f) “Potential Change in Control” shall mean (i) any agreement, instrument orcontract entered into by the Company that would result in a Change in Control, (ii) theannouncement by any person of an intention to take any action which would result in a Changein Control, (iii) the increase in the beneficial ownership of not less than 5% of the votingpowerof the capital stock of the Company or any subsidiary Entity, by any person or Entity aftertheadoption of this Agreement by the Company, or (iv) the Board of Directors of the Companyadopts a resolution providing that a Potential Change in Control has occurred. For purposeshereof, the term “beneficial owner” shall have the meaning ascribed to such term in Rule13d-3 of the Securities Exchange Act of 1934, as amended.
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          (g) “Proceeding” shall mean any threatened, pending or completed claim, action,suit, arbitration, mediation, alternate dispute resolution process, investigation, administrativehearing, appeal, or any other proceeding, whether civil, criminal, administrative, arbitrative orinvestigative, whether formal or informal, including a proceeding initiated by Indemnitee pursuantto Section 11 of this Agreement to enforce Indemnitee’s rights hereunder.     **2. ****Servicesof Indemnitee**. In consideration of the Company’s covenants andcommitments hereunder, Indemnitee agrees to serve or continue to serve as a director and/orofficer of the Company. However, this Agreement shall not impose any obligation onIndemnitee or the Company to continue Indemnitee’s service to the Company beyond any periodotherwise required by law or by other agreements or commitments of the parties, if any.     **3. ****Agreement to Indemnify and Hold Harmless****.**The Company agrees toindemnify and hold harmless Indemnitee as follows:          (a) To the greatest extent permitted by applicable law and subject to theexceptions contained in Section 4(a) below, if Indemnitee was or is a party or isthreatened to bemade a party to, or otherwise becomes a participant (as a witness or otherwise) in, anyProceeding (other than an action by or in the right of the Company) by reason of Indemnitee’sCorporate Status, Indemnitee shall be indemnified by the Company against all Expenses andLiabilities incurred or paid by Indemnitee in connection with such Proceeding (referred tohereinas “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, andcollectively as“Indemnifiable Amounts”).          (b) To the greatest extent permitted by applicable law and subject to theexceptions contained in Section 4(b) below, if Indemnitee was or is a party or isthreatened to bemade a party to, or otherwise becomes a participant (as a witness or otherwise) in, anyProceeding by or in the right of the Company to procure a judgment in Indemnitee’s favor byreason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Companyagainst all Indemnifiable Expenses.     **4. ****Exceptions to Indemnification****.**Indemnitee shall be entitled totheindemnification provided in Sections 3 (a) and 3(b) above in all circumstancesother than the following:          (a) If indemnification is requested under Section 3(a) and it has beenadjudicated finally by a court of competent jurisdiction evidenced by a final nonappealableorderthat, in connection with the subject of the Proceeding out of which the claim forindemnificationhas arisen, Indemnitee failed to act in good faith and in a manner Indemnitee reasonablybelievedto be in or not opposed to the best interests of the Company, or with respect to any criminalaction or proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct wasunlawful, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder.
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          (b) If indemnification is requested under Section 3(b) and:     (i) it has been adjudicated finally by a court of competent jurisdiction evidencedby a final nonappealable order that, in connection with the subject of the Proceeding out ofwhich the claim for indemnification has arisen, Indemnitee failed to act in good faith andin a manner Indemnitee reasonably believed to be in or not opposed to the best interests ofthe Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenseshereunder; or     (ii) it has been adjudicated finally by a court of competent jurisdiction evidenced bya final nonappealable order that Indemnitee is liable to the Company with respect to anyclaim, issue or matter involved in the Proceeding out of which the claim forindemnification has arisen, Indemnitee shall not be entitled to Indemnifiable Expenseshereunder with respect to such claim, issue or matter unless the Court of Chancery (asdefined below) or the court in which such Proceeding was brought shall determine uponapplication that, despite the adjudication of liability, but in view of all thecircumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity forsuch Indemnifiable Expenses which such court shall deem proper.     **5. ****Procedure for Payment of Indemnifiable Amounts****.**Indemnitee shall submit tothe Company a written request specifying the Indemnifiable Amounts for which Indemniteeseeks payment under Section 3 of this Agreement and the basis for the claim. TheCompanyshall pay such Indemnifiable Amounts to Indemnitee within thirty (30) calendar days of receiptof the request. At the reasonable request of the Company, Indemnitee shall furnish suchdocumentation and information as are reasonably available to Indemnitee and necessary toestablish that Indemnitee is entitled to indemnification hereunder, and the Company shall payany Expenses incurred by Indemnitee in furnishing such documentation and information.     **6. ****Indemnification for Expenses of a Participant****.**Notwithstanding any otherprovision of this Agreement, to the extent that Indemnitee is, by reason of his CorporateStatus, aparticipant (as a witness or otherwise) in any Proceeding to which Indemnitee is not a partyor isnot threatened to be made a party, the Indemnitee shall be indemnified as provided inSection 3hereof.     **7. ****Indemnification for Expenses When Wholly or Partly Successful****.**Notwithstanding any other provision of this Agreement, and without limiting any such provision, tothe extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and issuccessful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified againstall Expenses. If Indemnitee is not wholly successful in such Proceeding but is successful, on themerits or otherwise, as to one or more but less than all claims, issues or matters in suchProceeding, the Company shall indemnify Indemnitee against all Expenses with respect to eachsuccessfully resolved claim, issue or matter. For purposes of this Agreement, and, withoutlimiting the generality of the foregoing, the termination of any claim, issue or matter in such aProceeding by dismissal, with or without prejudice, shall be deemed to be a successful result asto such claim, issue or matter.
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     **8. ****Effect of Certain Resolutions; Waiver of Right of Contribution; Other Sources****.**Neither the termination of any Proceeding by judgment, order, settlement,conviction,or upon a plea of *nolo contedere*or its equivalent, nor the failure of the Company to awardindemnification or to determine that indemnification is payable, shall create a presumptionthat Indemnitee is not entitled to indemnification hereunder. The Company hereby waives any rightof contribution that it may have against Indemnitee with respect to any Proceeding in which theCompany and Indemnitee are jointly liable. The Company’s obligation to indemnify or advanceexpenses to Indemnitee, if any, hereunder shall be reduced by the amount Indemnitee may collect asindemnification or advancement of expense from any other Entity or any insurance policy.     **9. ****Agreement to Advance Expenses; Conditions****.**The Company shall pay toIndemnitee all Expenses incurred by Indemnitee in connection with any Proceeding, including aProceeding by or in the right of the Company and a Proceeding to enforce indemnification andadvancement rights under this Agreement, in advance of the final disposition of suchProceeding,if Indemnitee furnishes the Company with a written undertaking to repay the amount of suchExpenses advanced to Indemnitee if it is finally determined by a court of competentjurisdictionevidenced by a final nonappealable order that Indemnitee is not entitled under this Agreementtoindemnification with respect to such Expenses. To the greatest extent permitted byapplicablelaw, this undertaking is an unlimited general obligation of Indemnitee, shall be accepted bytheCompany without regard to the financial ability of Indemnitee to make repayment, and in noevent shall be required to be secured.     **10. ****Procedure for Advance Payment of Expenses****.**Indemnitee shall submit to theCompany a written request specifying the Expenses for which Indemnitee seeks an advancementunder Section 9 of this Agreement, together with documentation evidencing thatIndemnitee hasactually and reasonably incurred such Expenses. Payment of Expenses under Section 9shall bemade no later than thirty (30) calendar days after the Company’s receipt of such request.     **11. ****Remedies of Indemnitee****.**          (a) Right to Petition Court. In the event that Indemnitee makes a request forpayment of Indemnifiable Amounts under Sections 3 and 5 above or a request for anadvancement of Expenses under Sections 9 and 10 above, and the Company fails to makesuchpayment or advancement in a timely manner pursuant to the terms of this Agreement, Indemniteemay petition the Court of Chancery of the State of Delaware (the “Court of Chancery”)toenforce the Company’s obligations under this Agreement.          (b) Burden of Proof. In any judicial proceeding brought under Section 11(a)above, the Company shall have the burden of proving that Indemnitee is not entitled to paymentof Indemnifiable Amounts or Expenses, as applicable, hereunder.          (c) Expenses. The Company agrees to reimburse Indemnitee in full for anyExpenses incurred by Indemnitee in connection with investigating, preparing for, litigating,defending, prosecuting or settling any action brought by Indemnitee under Section 11(a) above,except where such action or any claim or counterclaim brought by the Company in connectiontherewith is resolved in favor of the Company by a final nonappealable order.
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          (d) Validity of Agreement. The Company shall be precluded from assertingin any Proceeding, including, without limitation, an action under Section 11(a)above, that theprovisions of this Agreement are not valid, binding and enforceable or that there isinsufficient consideration for this Agreement and shall stipulate in such court that the Companyis bound by all the provisions of this Agreement.          (e) Failure to Act Not a Defense. The failure of the Company (including its Board ofDirectors or any committee thereof, independent legal counsel, or stockholders) to make adetermination concerning the permissibility of the payment of Indemnifiable Amounts shall not be adefense in any action brought under Section 11(a) above, and shall not create apresumption that such indemnification is not permissible.     **12. ****Defense of the Underlying Proceeding****.**          (a) Notice by Indemnitee. Indemnitee agrees to notify the Company promptlyupon being served with any summons, citation, subpoena, complaint, indictment, information, orother document relating to any Proceeding which may result in the payment of IndemnifiableAmounts or the advancement of Expenses hereunder; *provided*, *however*, that thefailure to giveany such notice shall not disqualify Indemnitee from the right, or otherwise affect in anymannerany right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements ofExpenses hereunder, except to the extent the Company’s ability to defend in such Proceeding ismaterially prejudiced thereby.          (b) Defense by Company. Subject to the provisions of the last sentence of thisSection 12(b) and of Section 12(c) below, the Company shall have the right todefend Indemniteein any Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder;*provided*, *however*, that the Company shall notify Indemnitee of any suchdecision to defendwithin ten (10) calendar days of receipt of notice of any such Proceeding under Section12(a)above. The Company shall not, without the prior written consent of Indemnitee, consent to theentry of any judgment against Indemnitee or enter into any settlement or compromise which (i)includes an admission of fault of Indemnitee, or (ii) does not include, as an unconditionaltermthereof, the full release of Indemnitee from all liability in respect of such Proceeding,whichrelease shall be in form and substance reasonably satisfactory to Indemnitee. Indemniteeshallnot, without the prior written consent of the Company (which consent will not be unreasonablywithheld or delayed), consent to the entry of any judgment against Indemnitee or enter intoanysettlement or compromise with respect to which the Company has indemnification obligations toIndemnitee. This Section 12(b) shall not apply to a Proceeding brought byIndemnitee underSection 11(a) above or pursuant to Section 20 below.          (c) Indemnitee’s Right to Counsel. Notwithstanding the provisions ofSection 12(b) above, (i) if in a Proceeding to which Indemnitee is a party by reasonofIndemnitee’s Corporate Status, (A) Indemnitee reasonably concludes that he or she may haveseparate defenses or counterclaims to assert with respect to any issue which are inconsistentwiththe position of other defendants in such Proceeding, or (B) a conflict of interest orpotentialconflict of interest exists between Indemnitee and the Company, or (ii) if the Company failstoassume the defense of such proceeding in a timely manner, Indemnitee shall be entitled to berepresented by separate legal counsel, which shall represent other persons’ similarlysituated, ofIndemnitee’s and such other persons’ choice and reasonably acceptable to the Company at theexpense of the Company. In addition, if the Company fails to comply with any of itsobligations
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under this Agreement or in the event that the Company or any other person takes any action todeclare this Agreement void or unenforceable, or institutes any action, suit or proceeding to denyor to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, exceptwith respect to such actions suits or proceedings brought by the Company that are resolved in favorof the Company, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, at theexpense of the Company, to represent Indemnitee in connection with any such matter.     **13. ****Representations and Warranties of the Company****.**The Company herebyrepresents and warrants to Indemnitee as follows:          (a) Authority. The Company has all necessary power and authority to enterinto, and be bound by the terms of, this Agreement, and the execution, delivery andperformanceof the undertakings contemplated by this Agreement has been duly authorized by the Company.          (b) Enforceability. This Agreement, when executed and delivered by theCompany in accordance with the provisions hereof, shall be a legal, valid and bindingobligationof the Company, enforceable against the Company in accordance with its terms, except as suchenforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganizationor similar laws affecting the enforcement of creditors’ rights generally or equitableprinciples.     **14. ****Establishment of Trust; Insurance****.**The Company shall, to the maximumextent available, cover Indemnitee under any insurance policy secured for the directors andofficers of the Company or other Entity for which Indemnitee has Corporate Status. In theeventof a Potential Change in Control, the Company shall, upon the written request of Indemnitee,create a trust for the benefit of Indemnitee (a “Trust”), and shall deliver to theTrust cashproceeds sufficient to satisfy any Expenses and Indemnifiable Amounts reasonably anticipatedby Indemnitee at the time of such request to be payable pursuant to this Agreement.     **15. ****Contract Rights Not Exclusive****.**The rights to payment of IndemnifiableAmounts and advancement of Expenses provided by this Agreement shall be in addition to, butnot exclusive of, any other rights which Indemnitee may have at any time under applicable lawor the Charter or Bylaws, or any other agreement, vote of stockholders or directors (or acommittee of directors), or otherwise, both as to action in Indemnitee’s official capacity andas toaction in any other capacity as a result of Indemnitee’s serving as a director and/or officerof theCompany.     **16. ****Successors****.**This Agreement shall be (a) binding upon all successors and assignsof the Company (including any transferee of all or a substantial portion of the business,stockand/or assets of the Company and any direct or indirect successor by merger or consolidationorotherwise by operation of law), and (b) binding on and shall inure to the benefit of theheirs,personal representatives, executors and administrators of Indemnitee. To the greatest extentpermitted by applicable law, the Company shall cause any successor to the business, stockand/orassets of the Company (whether by operation of law or otherwise) to assume and agree toperform this Agreement in the same manner as if no such succession had taken place. ThisAgreement shall continue for the benefit of Indemnitee and such heirs, personalrepresentatives,executors and administrators after Indemnitee has ceased to have Corporate Status.
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     **17. ****Subrogation****.**In the event of any payment of Indemnifiable Amounts orExpenses under this Agreement, the Company shall be subrogated to the extent of such paymentto all of the rights of contribution or recovery of Indemnitee against other persons, andIndemnitee shall take, at the request of the Company, all reasonable action necessary tosecuresuch rights, including the execution of such documents as are reasonably necessary to enabletheCompany to bring suit to enforce such rights.     **18. ****Governing Law; Change in Law; Exclusive Jurisdiction****.**This Agreementshall be governed by and construed and enforced under the laws of the State of Delaware,without giving effect to the provisions thereof relating to conflicts of law (the“Governing Law”). To the extent that a change in the Governing Law (whether by statute or judicialdecision) shall permit broader indemnification or advancement of expenses than is providedunder the terms of the Charter and Bylaws and this Agreement, Indemnitee shall be entitled tosuch broader indemnification and advancements, and this Agreement shall be deemed to beamended to such extent. To the greatest extent permitted by applicable law, the parties hereto(i)irrevocably submit to the personal jurisdiction of the Court of Chancery, and (ii) waive anyclaimof improper venue or any claim that the Court of Chancery is an inconvenient forum. To thegreatest extent permitted by applicable law, the parties hereby agree that the mailing ofprocessand other papers in connection with any such proceeding in the manner provided in Section22 orin such other manner as may be permitted by law, shall be valid and sufficient servicethereof.     **19. ****Severability**. Whenever possible, each provision of this Agreement shall beinterpreted in such a manner as to be effective and valid under applicable law, but if anyprovision of this Agreement, or any clause thereof, shall be determined by a court ofcompetentjurisdiction to be illegal, invalid or unenforceable, in whole or in part, such provision orclauseshall be limited or modified in its application to the minimum extent necessary to make suchprovision or clause valid, legal and enforceable, and the remaining provisions and clauses ofthisAgreement shall remain fully enforceable and binding on the parties.     **20. ****Indemnitee as Plaintiff****.**Except as provided in Section 11 of thisAgreement andin the next sentence, Indemnitee shall not be entitled to payment of Indemnifiable Amounts oradvancement of Expenses with respect to any Proceeding brought by Indemnitee against theCompany, any Entity which it controls, or any director or officer thereof, prior to a ChangeinControl, unless the Board of Directors of the Company has consented to the initiation of suchProceeding. This Section shall not apply to affirmative defenses asserted by Indemnitee oranycounterclaims by Indemnitee which are resolved successfully (from the Company’s point ofview) in an action brought against Indemnitee or to any Proceeding brought by Indemniteeagainst the Company, any Entity which it controls, or any director thereof, from and after aChange in Control.     **21. ****Modifications and Waiver****.**Except as provided in Section 18 above withrespectto changes in the Governing Law which broaden the right of Indemnitee to be indemnified oradvanced expenses by the Company, no supplement, modification or amendment of thisAgreement shall be binding unless executed in writing by each of the parties hereto.Notwithstanding any other provision of this Agreement, no supplement, modification oramendment of this Agreement shall adversely affect any right or protection of Indemnitee inrespect of any act or omission occurring prior to the time of such supplement, modification oramendment. No waiver of any of the provisions of this Agreement shall be deemed or shallconstitute a waiver of any other provisions of this Agreement (whether or not similar), nor shallsuch waiver constitute a continuing waiver.
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     **22. ****General Notices****.**All notices, requests, demands and other communicationshereunder shall be in writing and shall be deemed to have been duly given (a) when deliveredbyhand, (b) when transmitted by facsimile and receipt is acknowledged, or (c) if mailed bycertifiedor registered mail with postage prepaid, on the third business day after the date on which itis somailed to such address as may have been furnished by any party to the others.     **23. ****Termination****.**This Agreement shall terminate ten (10) years after Indemniteediscontinues service to the Company as a director and/or officer thereof, or one (1) yearafter theconclusion (by final nonappealable order) of any Proceeding in respect of which Indemnitee isgranted rights of indemnification or advancement of expenses hereunder, whichever is later.*[The remainder of this page has been intentionally left blank]*
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     **IN WITNESS WHEREOF,**the parties hereto have executed this Director and OfficerIndemnification Agreement as of the date first above written.      THE COMPANY: