EX-10.2






Exhibit 10.2




INDEMNIFICATION AGREEMENT (FORM)



This Indemnification Agreement (“Agreement”) is entered into as of                      by and among
Country Style Cooking Restaurant Chain Co., Ltd., a business company incorporated under the laws of
the Cayman Islands (the “Company”),                      and                      (together, the “Indemnitee”).




RECITALS



A. The Company and Indemnitee recognize the continued difficulty in obtaining liability insurance
for its directors, officers, employees, agents and fiduciaries, the significant increases in the
cost of such insurance and the general reductions in the coverage of such insurance.



B. The Company and Indemnitee further recognize the substantial increase in corporate litigation in
general, subjecting directors, officers, employees, agents and fiduciaries to expensive litigation
risks at the same time as the availability and coverage of liability insurance has been severely
limited.



C. Indemnitee does not regard the current protection available as adequate under the present
circumstances, and Indemnitee and other directors, officers, employees, agents and fiduciaries of
the Company may not be willing to continue to serve in such capacities without additional
protection.



D. The Company desires to attract and retain the services of highly qualified individuals, such as
Indemnitee, to serve the Company and, in part, in order to induce Indemnitee to continue to provide
services to the Company, wishes to provide for the indemnification and advancing of expenses to
Indemnitee to the maximum extent permitted by law.




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




     NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:




	1.	 	Indemnification.






	 	(a)	 	Indemnification of Expenses. The Company shall indemnify to the fullest
extent permitted by law if Indemnitee was or is or becomes a party to or witness or
other participant in, or are threatened to be made a party to or witness or other
participant in, any threatened, pending or completed action, suit, proceeding or
alternative dispute resolution mechanism, or any hearing, inquiry or investigation that
Indemnitee in good faith believe might lead to the institution of any such action,
suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal,
administrative, investigative or other (hereinafter a “Claim”) by reason of (or arising
in part out of) any event or occurrence related to the fact that Indemnitee is or was a
director, officer, employee, agent or fiduciary of the Company, or any subsidiary of
the Company, or is or was serving at the request of the Company as a director, officer,
employee, agent or fiduciary of another corporation, partnership, joint venture, trust
or other enterprise, or by reason of any action or inaction on the part of Indemnitee
while serving in such capacity (hereinafter an




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	 	 	 	“Indemnifiable Event’) against any and all expenses (including attorneys’ fees and
all other costs, expenses and obligations incurred 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 action, suit,
proceeding, alternative dispute resolution mechanism, hearing, inquiry or
investigation), judgments, fines, penalties and amounts paid in settlement (if such
settlement is approved in advance by the Company, which approval shall not be
unreasonably withheld) of such Claim and 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, hereinafter “Expenses”), including all interest,
assessments and other charges paid or payable in connection with or in respect of
such Expenses. Such payment of Expenses shall be made by the Company as soon as
practicable but in any event no later than twenty days after written demand by
Indemnitee therefor is presented to the Company.
	 
	 	(b)	 	Reviewing Party. Notwithstanding the foregoing, (i) the obligations of
the Company under Section 1(a) shall be subject to the condition that the Reviewing
Party (as described in Section 10(e) hereof) shall not have determined (in a written
opinion, in any case in which the Independent Legal Counsel referred to in Section 1(c)
hereof is involved) that Indemnitee would not be permitted to be indemnified under
applicable law, and (ii) the obligation of the Company to make an advance payment of
Expenses to Indemnitee pursuant to Section 2(a) (an “Expense Advance”) shall be subject
to the condition that, if, when and to the extent that the Reviewing Party determines
that Indemnitee would not be permitted to be so indemnified under applicable law, the
Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to
reimburse the Company) for all such amounts theretofore paid; provided, however, that
if Indemnitee has commenced or thereafter commences legal proceedings in a court of
competent jurisdiction to secure a determination that Indemnitee should be indemnified
under applicable law, any determination made by the Reviewing Party that Indemnitee
would not be permitted to be indemnified under applicable law shall not be binding and
Indemnitee shall not be required to reimburse the Company for any Expense Advance until
a final judicial determination is made with respect thereto (as to which all rights of
appeal therefrom have been exhausted or lapsed). The Indemnitee’s obligation to
reimburse the Company for any Expense Advance shall be unsecured and no interest shall
be charged thereon. If there has not been a Change in Control (as defined in Section
10(c) hereof), the Reviewing Party shall be selected by the Board of Directors, and if
there has been such a Change in Control (other than a Change in Control which has been
approved by a majority of the Company’s Board of Directors who were directors
immediately prior to such Change in Control), the Reviewing Party shall be the
Independent Legal Counsel referred to in Section 1(c) hereof. If there has been no
determination by the Reviewing Party or if the Reviewing Party determines that
Indemnitee substantively would not be permitted to be indemnified in whole or in part
under applicable law, Indemnitee shall have the right to commence litigation seeking an
initial determination by the court or challenging any such determination by the
Reviewing Party or any aspect thereof, including the legal or factual bases




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	 	 	 	therefor, and the Company hereby consents to service of process and to appear in any
such proceeding. Any determination by the Reviewing Party otherwise shall be
conclusive and binding on the Company and Indemnitee.
	 
	 	(c)	 	Change in Control. The Company agrees that if there is a Change in
Control of the Company (other than a Change in Control which has been approved by a
majority of the Company’s Board of Directors who were directors immediately prior to
such Change in Control) then, with respect to all matters thereafter arising concerning
the rights of Indemnitee to payments of Expenses and Expense Advances under this
Agreement or any other agreement or under the Company’s Memorandum and Articles of
Association as now or hereafter in effect, Independent Legal Counsel (as defined in
Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company
(which approval shall not be unreasonably withheld). Such counsel, among other things,
shall render its written opinion to the Company and Indemnitee as to whether and to
what extent Indemnitee would be permitted to be indemnified under applicable law and
the Company agrees to abide by such opinion. The Company agrees to pay the reasonable
fees of the Independent Legal Counsel referred to above and to fully indemnify such
counsel against any and all expenses (including attorneys’ fees), claims, liabilities
and damages arising out of or relating to this Agreement or its engagement pursuant
hereto.
	 
	 	(d)	 	Mandatory Payment of Expenses. Notwithstanding any other provision of
this Agreement other than Section 9 hereof, to the extent that Indemnitee has been
successful on the merits or otherwise, including, without limitation, the dismissal of
an action without prejudice, in defense of any action, suit, proceeding, inquiry or
investigation referred to in Section (1)(a) hereof or in the defense of any claim,
issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred
by Indemnitee in connection therewith.






	2.	 	Expenses; Indemnification Procedure.






	 	(a)	 	Advancement of Expenses. The Company shall advance all Expenses
incurred by Indemnitee. The advances to be made hereunder shall be paid by the Company
to Indemnitee as soon as practicable but in any event no later than twenty days after
written demand by Indemnitee therefor to the Company.
	 
	 	(b)	 	Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition
precedent to Indemnitee’s right to be indemnified under this Agreement, give the
Company notice in writing as soon as practicable of any Claim made against Indemnitee
for which indemnification will or could be sought under this Agreement. Notice to the
Company shall be directed to the Chief Executive Officer of the Company at the address
shown on the signature page of this Agreement (or such other address as the Company
shall designate in writing to Indemnitee). In addition, Indemnitee shall give the
Company such information and cooperation as it may reasonably require and as shall be
within Indemnitee’s power.
	 
	 	(c)	 	No Presumptions; Burden of Proof. For purposes of this Agreement, the
termination of any Claim by judgment, order, settlement (whether with or




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	 	 	 	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 Reviewing 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 Reviewing 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 Reviewing 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.
	 
	 	(d)	 	Notice to Insurers. If, at the time of the receipt by the Company of a
notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance
in effect which may cover such Claim, the Company shall give prompt notice of the
commencement of such Claim to the insurers in accordance with the procedures set forth
in the respective policies. The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts
payable as a result of such action, suit, proceeding, inquiry or investigation in
accordance with the terms of such policies.
	 
	 	(e)	 	Selection of Counsel. In the event the Company shall be obligated
hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the
defense of such Claim with counsel approved by Indemnitee, which approval shall not be
unreasonably withheld, upon the delivery to Indemnitee of written notice of its
election so to do. After delivery of such notice, approval of such counsel by
Indemnitee and the retention of such 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 Claim; provided that, (i) Indemnitee shall have
the right to employ Indemnitee’s counsel in any such Claim at Indemnitee’s expense and
(ii) if (A) the employment of counsel by Indemnitee has been previously authorized by
the Company, (B) 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 (C)
the Company shall not continue to retain such counsel to defend such Claim, then the
fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The
Company shall have the right to conduct such defense as it sees fit in its sole
discretion, including the right to settle any claim against Indemnitee without the
consent of the Indemnitee.






	3.	 	Additional Indemnification Rights; Non-exclusivity.






	 	(a)	 	Scope. The Company hereby agrees to indemnify Indemnitee to the fullest
extent permitted by law, notwithstanding that such indemnification is not specifically
authorized by the other provisions of this Agreement, the




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	 	 	 	Company’s Memorandum and Articles of Association. 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 Cayman Islands corporation to indemnify a member of its Board of
Directors or an officer, employee, 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 Cayman Islands corporation to indemnify a
member of its Board of Directors 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 8(a) hereof.
	 
	 	(b)	 	Non-exclusivity. The indemnification provided by this Agreement shall
be in addition to any rights to which Indemnitee may be entitled under the Company’s
Memorandum of Association, its Articles of Association, any agreement, any vote of
stockholders or disinterested directors, the laws of the Hong Kong Special
Administrative Region, 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.






	4.	 	No Duplication of Payments. The Company shall not be liable under this Agreement to
make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee
has otherwise actually received payment (under any insurance policy, Memorandum and Articles
of Association or otherwise) of the amounts otherwise indemnifiable hereunder.
	 
	5.	 	Partial Indemnification. If Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of Expenses incurred in
connection with any Claim, but not, however, for all of the total amount thereof, the Company
shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee
is entitled.
	 
	6.	 	Mutual Acknowledgment. Both 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, agents or fiduciaries under this Agreement or otherwise.
Indemnitee understands and acknowledges that if the Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the
Company may be required 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 right under public policy to indemnify Indemnitee.
	 
	7.	 	Liability Insurance. The Company shall, from time to time, make the good faith
determination whether or not it is practicable for the Company to obtain and maintain a policy
or policies of insurance with reputable insurance companies providing the officers and
directors of the Company with coverage for losses from wrongful acts, or to ensure the
Company’s performance of its indemnification obligations under this Agreement. Among other
considerations, the Company will weigh the costs of obtaining such insurance coverage against
the protection afforded by such coverage.




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	 	 	In all policies of directors’ and officers’ liability insurance, Indemnitee shall be named
as an insured in such a manner as to provide Indemnitee the same rights and benefits as are
accorded to the most favorably insured of the Company’s directors, if Indemnitee is a
director; or of the Company’s officers, if Indemnitee is not a director of the Company but
is an officer; or of the Company’s key employees, if Indemnitee is not an officer or
director but is a key employee.
	 
	8.	 	Exceptions. Any other provision herein to the contrary notwithstanding, the Company
shall not be obligated pursuant to the terms of this Agreement:






	 	(a)	 	Excluded Action or Omissions. To indemnify Indemnitee for Expenses resulting
from acts, omissions or transactions for which Indemnitee is prohibited from receiving
indemnification under this Agreement or applicable law;
	 
	 	(b)	 	Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee
with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of
defense, except (i) with respect to actions or proceedings brought to establish or
enforce a right to indemnification under this Agreement or any other agreement or
insurance policy or under the Company’s Memorandum and Articles of Association now or
hereafter in effect relating to Claims for Indemnifiable Events, or (ii) in specific
cases if the Board of Directors has approved the initiation or bringing of such Claim;
	 
	 	(c)	 	Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by
Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or
interpret this Agreement, if a court of competent jurisdiction determines that each of
the material assertions made by Indemnitee in such proceeding was not made in good
faith or was frivolous; or
	 
	 	(d)	 	Claims Under Section 16(b). To indemnify Indemnitee for expenses and the
payment of profits arising from the purchase and sale by Indemnitee of securities in
violation of Section 16(b) of the Exchange Act, or any similar successor statute if the
Company is subject to the informational requirements of the Exchange Act.






	9.	 	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 Indemnitee, Indemnitee’s estate, spouse,
heirs, executors or personal or legal representatives after the expiration of two 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 two-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.
	 
	10.	 	Construction of Certain Phrases.






	 	(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




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	 	 	 	indemnify its directors, officers, employees, agents or fiduciaries, so that if
Indemnitee is or was a director, officer, employee, agent or fiduciary of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee, 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 Indemnitee reasonably believed to be in the interest 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, on or after the date of this Agreement, (i) any “person” (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other
fiduciary holding securities under an employee benefit plan of the Company acting in
such capacity 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 13d3 under the Exchange
Act), directly or indirectly, of securities of the Company representing more than 50
per cent. of the total voting power represented by the Company’s then outstanding
Voting Securities, (ii) during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board of Directors of the Company and any
new director whose election by the Board of Directors or nomination for election by the
Company’s stockholders was approved by a vote of at least two thirds (2/3) 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 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 per cent. 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




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	 	 	 	agreement for the sale or disposition by the Company of (in one transaction or a
series of related transactions) all or substantially all of the Company’s assets.
	 
	 	(d)	 	For purposes of this Agreement, “Independent Legal Counsel” shall mean an
attorney or firm of attorneys, selected in accordance with the provisions of Section
1(c) hereof, 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 rights of Indemnitee under this Agreement, or of other indemnitees under similar
indemnity agreements).
	 
	 	(e)	 	For purposes of this Agreement, a “Reviewing Party” shall mean any appropriate
person or body consisting of a member or members of the Company’s Board of Directors or
any other person or body appointed by the Board of Directors who is not a party to the
particular Claim for which Indemnitee are seeking indemnification, or Independent Legal
Counsel.
	 
	 	(f)	 	For purposes of this Agreement, “Voting Securities” shall mean any securities
of the Company that vote generally in the election of directors.






	11.	 	Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall constitute an original.
	 
	12.	 	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, substantially all, or a substantial part, of the business and/or assets of
the Company, by written agreement in form and substance satisfactory to Indemnitee, 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 Claims relating to Indemnifiable Events regardless of
whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary of
the Company or of any other enterprise at the Company’s request.
	 
	13.	 	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, regardless of whether 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 each of the material assertions made by
Indemnitee as a basis for such action was not made in good faith or was 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’s 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,




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	 	 	a court having jurisdiction over such action determines that each of Indemnitee’s material
defenses to such action was made in bad faith or was frivolous.
	 
	14.	 	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 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 delivered by facsimile transmission, with copy by first class mail, postage
prepaid, and shall be addressed if to Indemnitee, at the 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: Secretary) or at such other address as such party may
designate by ten days’ advance written notice to the other party hereto.
	 
	15.	 	Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably consent
to the jurisdiction of the courts of the Hong Kong Special Administrative Region 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 may be commenced,
prosecuted and continued in the courts of the Hong Kong Special Administrative Region which
shall be a proper forum for adjudicating such a claim.
	 
	16.	 	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.
	 
	17.	 	Choice of Law. This Agreement shall be governed by and its provisions construed and
enforced in accordance with the laws of the Hong Kong Special Administrative Region.
	 
	18.	 	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.
	 
	19.	 	Amendment and Termination. No amendment, modification, termination or cancellation of
this Agreement shall be effective unless it is in writing signed by both the 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.




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	20.	 	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.
	 
	21.	 	No Construction as Employment Agreement. Nothing contained in this Agreement shall be
construed as giving Indemnitee any right to be retained in the employ of the Company or any of
its subsidiaries.




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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written
above.




COUNTRY STYLE COOKING RESTAURANT CHAIN CO., LTD.




	 	 	 	 	 

	By:
	 	 	 	 
	 

	 	 

	 	 
	Name:	 	 
	Title:	 	 
	 
	 	 	 	 
	AGREED TO AND ACCEPTED BY	 	 
	 
	 	 	 	 
	THE INDEMNITEE:	 	 
	 
	 	 	 	 
	 	 	 
	Name:	 	 
	Address:	 	 
	 
	 	 	 	 
	 	 	 
	Name:	 	 
	Address:	 	 







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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written
above.




COUNTRY STYLE COOKING RESTAURANT CHAIN CO., LTD.




	 	 	 	 	 

	By:
	 	 	 	 
	 

	 	 

	 	 
	Name:	 	 
	Title:	 	 
	 
	 	 	 	 
	AGREED TO AND ACCEPTED BY	 	 
	 
	 	 	 	 
	THE INDEMNITEE:	 	 
	 
	 	 	 	 
	 	 	 
	Name:	 	 
	 
	 	 	 	 
	 	 	 
	Name:	 	 
	Address:	 	 






[Signature page to Indemnification Agreement]







12









 







IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written
above.




COUNTRY STYLE COOKING RESTAURANT CHAIN CO., LTD.




	 	 	 	 	 

	By:
	 	 	 	 
	 

	 	 

	 	 
	Name:	 	 
	Title:	 	 
	 
	 	 	 	 
	AGREED TO AND ACCEPTED BY	 	 
	 
	 	 	 	 
	THE INDEMNITEE:	 	 
	 
	 	 	 	 
	 	 	 
	Name:
	 	 	 	 
	Address:	 	 
	 
	 	 	 	 
	 	 	 
	Name:
	 	 	 	 
	Address:	 	 






[Signature page to Indemnification Agreement]





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