exv10w5






Exhibit 10.5




FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT



This INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of _________, 20___, is made by and
between TAL Education Group, a Cayman Islands company (the
“Company”) and _________ (the
“Indemnitee”)




     WHEREAS, it is essential to the Company that it be able to retain and attract as its directors
and officers the most capable persons available;



     WHEREAS, increased corporate litigation has subjected directors and officers to litigation
risks and expenses, and the limitations on the availability of director and officer liability
insurance have made it increasingly difficult for the Company to attract and retain such persons;



     WHEREAS, the Company’s governing documents permit it to indemnify its directors and officers
to the fullest extent permitted by law and permit it to make other indemnification arrangements and
agreements; and



     WHEREAS, the Company desires to provide the Indemnitee with specific contractual assurance of
the Indemnitee’s rights to full indemnification against litigation risks and expenses (regardless
of any amendment to or revocation of the Company’s governing documents or any change in the
ownership of the Company).



     NOW, THEREFORE, in consideration of the promises and the covenants contained herein, the
Company and Indemnitee do hereby covenant and agree as follows:



     1. Indemnification.



          (a) Indemnification of Expenses.



               (i) Third-Party Claims. Subject to Section 8 below, the Company shall indemnify and
hold harmless the Indemnitee to the fullest extent permitted by law if the Indemnitee was or is or
becomes a party to or witness in, or is threatened to be made a party to or witness in, any
threatened, pending or completed action, suit, proceeding or alternative dispute resolution
mechanism, or any hearing, inquiry or investigation that such Indemnitee reasonably believes 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”)
(other than an action by right of the Company) by reason of the fact that the Indemnitee is or was
a director or officer of the Company, or any subsidiary or affiliated entity of the Company, or is
or was serving at the request of the Company as a director or officer of another corporation,
partnership, limited liability company, joint venture, trust or other enterprise, or by reason of
any action or inaction on the part of the Indemnitee while serving in such capacity (hereinafter,
an “Agent”) or as a direct or indirect result of any Claim made by any stockholder of the Company
against the Indemnitee and arising out of or related to any round of financing of the Company
(including but not limited to Claims regarding non-participation, or non-pro rata participation, in
such round by such stockholder), or made by a third party against the Indemnitee based on any
misstatement or omission of a material fact by the Company in violation of any duty of disclosure
imposed on the Company by securities or common laws (hereinafter an “Indemnification Event”)
against any and all expenses (including attorneys’ fees and all other costs, expenses and
obligations), judgments, fines, penalties and amounts paid



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in settlement (if, and only if, such settlement is approved in advance by the Company, which
approval shall not be unreasonably withheld) (the “Expenses”) actually and reasonably incurred by
the Indemnitee in connection with investigating, defending or participating in (including on
appeal) such Claim if the Indemnitee acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.




               (ii) Derivative Actions. If the Indemnitee is a person who was or is a party or is
threatened to be made a party to any Claim by or in the right of the Company to procure a judgment
in its favor by reason of the fact that he or she is or was an Agent of the Company, or by reason
of anything done or not done by him or her in any such capacity, the Company shall indemnify the
Indemnitee against any amounts paid in settlement of any such Claim and all Expenses actually and
reasonably incurred by him or her in connection with the investigation, defense, settlement or
appeal of such Claim if he or she acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, the best interests of the Company; except that no
indemnification under this subsection shall be made in respect of any claim, issue or matter as to
which such person shall have been finally adjudged to be liable to the Company by a court of
competent jurisdiction due to willful misconduct of a culpable nature in the performance of his or
her duty to the Company, unless and only to the extent that the court in which such proceeding was
brought shall determine upon application that, despite the adjudication of liability and in view of
all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for
such amounts the court may deem proper.



          (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 defined
in Section 10(e) hereof) shall not have determined that the Indemnitee would not be permitted to be
indemnified under applicable law or pursuant to Section 8 hereof, and (ii) the Indemnitee
acknowledges and agrees that the obligation of the Company to make an advance payment of Expenses
to the 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 the Indemnitee would not
be permitted to be so indemnified under applicable law or Section 8 hereof, the Company shall be
entitled to be reimbursed by the Indemnitee (who hereby agrees to promptly reimburse the Company)
for all such amounts theretofore paid; provided, however, that if the Indemnitee has commenced or
thereafter commences legal proceedings in a court of competent jurisdiction to secure a
determination that the Indemnitee should be indemnified under applicable law or Section 8 hereof,
any determination made by the Reviewing Party that the Indemnitee would not be permitted to be
indemnified under applicable law shall not be binding and the 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 a majority of the Board of
Directors (excluding the Indemnitee), 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 (other
than the Indemnitee) who were directors immediately prior to such Change in Control), the Reviewing
Party shall be the Independent Legal Counsel referred to in Section 1(e) hereof. If there has been
no determination by the Reviewing Party or if the Reviewing Party determines that the Indemnitee
substantively would not be permitted to be indemnified in whole or in part under applicable law or
Section 8 hereof, the 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 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 the Indemnitee.



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          (c) Contribution. If the indemnification provided for in Section 1(a) above is, for
any reason other than the statutory limitations of applicable law or as provided in Section 8, held
by a court of competent jurisdiction to be unavailable to the Indemnitee in respect of any losses,
claims, damages, expenses or liabilities in which the Company is jointly liable with the
Indemnitee, as the case may be (or would be jointly liable if joined), then the Company, in lieu of
indemnifying the Indemnitee thereunder, shall contribute to the amount actually and reasonably
incurred and paid or payable by the Indemnitee as a result of such losses, claims, damages,
expenses or liabilities in such proportion as is appropriate to reflect (i) the relative benefits
received by the Company and the Indemnitee, and (ii) the relative fault of the Company and the
Indemnitee in connection with the action or inaction that resulted in such losses, claims, damages,
expenses or liabilities, as well as any other relevant equitable considerations. The relative
fault of the Company and the Indemnitee shall be determined by reference to, among other things,
whether the untrue or allegedly untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company or the Indemnitee
and the parties’ relative intent, knowledge, access to information and opportunity to correct or
prevent the circumstances resulting in such losses, claims, damages, expenses or liabilities.



     The Company and the Indemnitee agree that it would not be just and equitable if contribution
pursuant to this Section 1(c) were determined by pro rata or per capita allocation or by any other
method of allocation which does not take into account the equitable considerations referred to in
the immediately preceding paragraph. No person found guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the U.S. Securities Act of 1933, as amended (the
“Securities Act”)) shall be entitled to contribution from any person who was not found guilty of
such fraudulent misrepresentation.



          (d) Survival Regardless of Investigation. The indemnification and contribution
provided for in this Section 1 will remain in full force and effect regardless of any investigation
made by or on behalf of the Indemnitee.



          (e) 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 under this Agreement, any other agreement or under the Company’s Memorandum and Articles
of Association, as amended (the “M&A”), Independent Legal Counsel (as defined in Section 10(d)
hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not
be unreasonably withheld). The Company agrees to abide by the determination of the Independent
Legal Counsel and 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.



          (f) Mandatory Payment of Expenses. Notwithstanding any other provision of this
Agreement, to the extent the Indemnitee has been successful on the merits or otherwise, in the
defense of any Claim referred to in Section 1(a) hereof or in the defense of any claim, issue or
matter therein, the Indemnitee shall be indemnified against all Expenses actually and reasonably
incurred by the Indemnitee in connection herewith.



     2. Expenses; Indemnification Procedure.



          (a) Advancement of Expenses. Subject to Section 8 and except as prohibited by
applicable law, the Company shall advance all Expenses incurred by the Indemnitee in connection
with the investigation, defense, settlement or appeal of any Claim to which the Indemnitee is a
party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an
Agent of the Company or by reason



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of anything done or not done by him or her in any such capacity. The Indemnitee hereby
undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall
ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company under
the provisions of this Agreement, the M&A, applicable law or otherwise. The advances to be made
hereunder shall be paid by the Company to the Indemnitee as soon as practicable but in any event no
later than thirty (30) days after written demand by the Indemnitee therefor to the Company.




          (b) Notice/Cooperation by Indemnitee. The Indemnitee shall give the Company notice in
writing promptly after receipt of notice of commencement of any Claim, or the threat of the
commencement of any Claim, made against the 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
person and/or address as the Company shall designate in writing to the Indemnitee).



          (c) No Presumptions; Burden of Proof. 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, shall not create a presumption that the
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 the Indemnitee has
met any particular standard of conduct or had any particular belief, nor an actual determination by
the Reviewing Party that Indemnitee had not met such standard of conduct or did not have such
belief, prior to the commencement of legal proceedings by the Indemnitee to secure a judicial
determination that the Indemnitee should be indemnified under applicable law, shall be a defense to
the Indemnitee’s claim or create a presumption that the Indemnitee had 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 the Indemnitee is entitled to be indemnified
hereunder, the burden of proof shall be on the Company to establish that the 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 written notice of the commencement of such Claim to
the insurers in accordance with the procedures set forth in each of the policies. The Company
shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of
the 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 legal counsel reasonably approved by the Indemnitee, upon the delivery to the Indemnitee of
written notice of its election to do so. After delivery of such notice, approval of such legal
counsel by the Indemnitee and the retention of such legal counsel by the Company, the Company will
not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred
by the Indemnitee with respect to the same Claim; provided that, (i) the Indemnitee shall have the
right to employ the Indemnitee’s legal counsel in any such Claim at the Indemnitee’s expense; (ii)
the Indemnitee shall have the right to employ its own legal counsel in connection with any such
proceeding, at the expense of the Company, if such legal counsel serves in a review, observer,
advice and counseling capacity and does not otherwise materially control or participate in the
defense of such proceeding; and (iii) if (A) the employment of legal counsel by the Indemnitee has
been previously authorized by the Company, (B) the Indemnitee shall have reasonably concluded that
there is a conflict of interest between the Company and the Indemnitee in the conduct of any such
defense, or (C) the Company shall not in fact continue to retain such legal counsel to defend such



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Claim, then the fees and expenses of the Indemnitee’s legal counsel shall be at the expense of
the Company.




     3. Additional Indemnification Rights; Nonexclusivity.



          (a) Scope. The Company hereby agrees to indemnify the Indemnitee to the fullest
extent permitted by law (except as provided in Section 8) with respect to Claims for
Indemnification Events, even if such indemnification is not specifically authorized by the other
provisions of this Agreement or any other agreement, the M&A, or by statute. 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 company to indemnify a member of its Board of Directors or an officer, it
is the intent of the parties hereto that the 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 company to indemnify a member of its Board of Directors
or an officer, 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 hereof.



          (b) Nonexclusivity. Notwithstanding anything in this Agreement, the indemnification
provided by this Agreement shall be in addition to any rights to which the Indemnitee may be
entitled under the M&A, any agreement, any vote of stockholders or disinterested directors, the
laws of the Cayman Islands, or otherwise. Notwithstanding anything in this Agreement, the
indemnification provided under this Agreement shall continue as to the Indemnitee for any action
the Indemnitee took or did not take while serving in an indemnified capacity even though such
Indemnitee may have ceased to serve in such capacity and such indemnification shall inure to the
benefit of the Indemnitee from and after the Indemnitee’s first day of service as a director or
officer of the Company.



     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 the Indemnitee to the extent the
Indemnitee has otherwise actually received payment (under any insurance policy, M&A or otherwise)
of the amounts otherwise indemnifiable hereunder.



     5. Partial Indemnification. If the Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for any portion of Expenses incurred in connection with
any Claim, but not, however, for all of the total amount thereof, the Company shall nevertheless
indemnify the Indemnitee for the portion of such Expenses to which the Indemnitee is entitled.



     6. Mutual Acknowledgement. The Company and the Indemnitee acknowledge that in certain
instances, applicable law or public policy may prohibit the Company from indemnifying its
directors, officers, employees, controlling persons, agents or fiduciaries under this Agreement or
otherwise.



     7. Liability Insurance. To the extent the Company maintains liability insurance for
its directors and officers, the Company shall use commercially reasonable efforts to provide that
the Indemnitee shall be covered by such policies in such a manner as to provide the Indemnitee the
same rights and benefits as are accorded to the most favorably insured of the Company’s directors
and officers.



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



          (a) Claims Under Section 16(b). To indemnify the Indemnitee for expenses and the
payment of profits or an accounting thereof arising from the purchase and sale by the Indemnitee of
securities in violation of the provisions of Section 16(b) of the U.S. Securities Exchange Act of
1934, as amended (the “Exchange Act”), or any similar provisions of any international, federal,
state or local



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statutory law;




          (b) Unauthorized Settlements. To indemnify the Indemnitee hereunder for any amounts
paid in settlement of a proceeding unless the Company consents in advance in writing to such
settlement, which consent shall not be unreasonably withheld;



          (c) Unlawful Indemnification. To indemnify the Indemnitee if a final decision by a
court having jurisdiction in the matter shall determine that such indemnification is not lawful.
In this respect, the Company and the Indemnitee have been advised that the U.S. Securities and
Exchange Commission takes the position that indemnification for liabilities arising under
securities laws is against public policy and is, therefore, unenforceable and that claims for
indemnification should be submitted to appropriate courts for adjudication;



          (d) Fraud. To indemnify the Indemnitee if a final decision by a court having
jurisdiction in the matter shall determine that the Indemnitee has committed fraud on the Company;



          (e) Insurance. To indemnify the Indemnitee for which payment is actually and fully
made to the Indemnitee under a valid and collectible insurance policy; or



          (f) Company Contracts. To indemnify the Indemnitee with respect to any Claim related
to any dispute or breach arising under any contract or similar obligation between the Company and
the Indemnitee.



     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 the Indemnitee, the Indemnitee’s
estate, spouse, heirs, executors or personal or legal representatives after the expiration of five
(5) years from the date of accrual of such cause of action, and any claim or cause of action of the
Company shall be extinguished and deemed released unless asserted by the timely filing of a legal
action within such five (5) 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 indemnify its directors and officers, so that if the Indemnitee is or
was or may be deemed a director or officer of such constituent corporation, or is or was or may be
deemed to be serving at the request of such constituent corporation as a director or officer of
another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise,
the Indemnitee shall stand in the same position under the provisions of this Agreement with respect
to the resulting or surviving corporation as the 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 the 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 or officer of the Company which imposes duties on, or
involves services by, such director or officer with respect to an employee benefit plan, its
participants or its beneficiaries; and if the 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, the 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.



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          (c) For purposes of this Agreement a “Change in Control” shall be deemed to have occurred if
(i) any “person” (as such term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act),
other than a trustee or other fiduciary holding securities under an employee benefit plan of the
Company or a corporation owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company, becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing more than thirty percent (30%) of the total voting power
represented by the Company’s then outstanding Voting Securities, (ii) during any period of two (2)
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 a majority
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 two-thirds (2/3) 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 (iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the Company of (in one
transaction or a series of transactions) all or substantially all of the Company’s assets;
provided that in no event shall a Change in Control be deemed to include (A) a merger,
consolidation or reorganization of the Company for the purpose of changing the Company’s state of
incorporation and in which there is no substantial change in the shareholders of the Company or its
successor (as the case may be), or (B) the Company’s first firm commitment underwritten public
offering of any of its securities to the general public pursuant to (x) a registration statement
filed under the Securities Act, or (y) the securities laws applicable to an offering of securities
in another jurisdiction pursuant to which such securities will be listed on an internationally
recognized securities exchange (the “IPO”).



          (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(e) hereof, who shall not have
otherwise performed services for the Company or the Indemnitee within the last two (2) years (other
than with respect to matters concerning the right of the Indemnitee under this Agreement).



          (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 (other than the
Indemnitee) or any other person or body appointed by the Board of Directors who is not a named
party to the particular Claim for which Indemnitee is 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 reasonably satisfactory to the Indemnitee, expressly



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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 the Indemnitee continues to serve as a director or officer of the Company or of any other
enterprise, including subsidiaries of the Company, at the Company’s request.




     13. Attorneys’ Fees. Subject to Section 8 and except as prohibited by applicable law,
in the event that any action is instituted by the 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, the Indemnitee shall be entitled to be paid all Expenses actually and reasonably
incurred by the Indemnitee with respect to such action if the Indemnitee is ultimately successful
in such action. 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, the Indemnitee shall be
entitled to be paid Expenses actually and reasonably incurred by the Indemnitee in defense of such
action (including costs and expenses incurred with respect to the Indemnitee counterclaims and
cross-claims made in such action), and shall be entitled to the advancement of Expenses with
respect to such action, in each case only to the extent that the Indemnitee is ultimately
successful in such action.



     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 (5) 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
(1) business day after the business day of deposit with Federal Express or similar overnight
courier, freight prepaid, or (d) one (1) day after the business day of delivery by facsimile
transmission, with a copy thereof delivered by first class mail, postage prepaid. Any mail shall be
directed, if addressed to the Indemnitee, at his or her address as set forth beneath his or her
signature to this Agreement and, if to the Company, at the address of its principal corporate
offices (attention: Chief Executive Officer), or at such other address as such party may designate
by ten (10) days’ advance written notice to the other party hereto.



     15. 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.



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



     17. 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 the 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.



     18. Amendment and Termination. No amendment, modification, termination or
cancellation of this Agreement shall be effective unless it is in writing signed by the parties to
be bound thereby. Notice of same shall be provided to all parties hereto. No waiver of any of the
provisions of this Agreement shall be



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deemed or shall constitute a waiver of any other provisions hereof (whether or not similar)
nor shall such waiver constitute a continuing waiver.




     19. No Construction as Employment Agreement. Nothing contained in this Agreement
shall be construed as giving the Indemnitee any right to be retained in the employment or service
of the Company or any of its subsidiaries or affiliated entities.



     20. Corporate Authority. The Board of Directors of the Company and its stockholders
in accordance with Cayman Islands law have approved the terms of this Agreement.



[The remainder of this page is intentionally left blank.]




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     IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as
of the day and year first above written.



	 	 	 	 	 
	COMPANY: 	TAL EDUCATION GROUP

a Cayman Islands company

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	INDEMNITEE: 	 	 
	 	 	 
	 	Name:  	 	 
	 	Address:  	 	 
	 




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