Exhibit 10.2




 


INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement (the “Agreement”) is
entered into as of
                    
by and between Lentuo International Inc., a Cayman Islands company (the “Company”)
and the undersigned, a director or officer of the Company (the “Indemnitee”).


 


RECITALS


 


1.                                       The Company
recognizes that highly competent persons are becoming more reluctant to serve
corporations as directors or in other capacities unless they are provided with
adequate protection through insurance or adequate indemnification against risks
of claims and actions against them arising out of their services to the
corporation.


 


2.                                       The Board of
Directors of the Company (the “Board”) has determined that the inability to
attract and retain highly competent persons to serve the Company is detrimental
to the best interests of the Company and its shareholders and that it is
reasonable and necessary for the Company to provide adequate protection to such
persons against risks of claims and actions against them arising out of their
services to the corporation.


 


3.                                       The Company and
the Indemnitee do not regard the indemnities available under the Company’s
current memorandum and articles of association (the “Articles of Association”)
as adequate to protect the Indemnitee against the risks associated with his
service to the Company.


 


4.                                       The Company is
willing to indemnify the Indemnitee to the fullest extent permitted by
applicable law, and the Indemnitee is willing to serve and continue to serve
the Company on the condition that he be so indemnified.


 


AGREEMENT


 


In consideration of the premises and the covenants
contained herein, the Company and the Indemnitee do hereby covenant and agree
as follows:


 


I.                                       Definitions


 


The following terms shall have the meanings defined
below:


 


Disinterested Director means a director of the Company who is not and was not a party to the
Proceeding in respect of which indemnification is sought by the Indemnitee.


 


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 Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), other than (a) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company acting in such capacity;
(b) a corporation owned directly or indirectly by the shareholders of the
Company in substantially the same proportions as their ownership of 


 






















 


ordinary shares of the Company; or (c) any
current beneficial shareholder or group, as defined by Rule 13d-5 of the
Exchange Act, including the heirs, assigns and successors thereof, of
beneficial ownership, within the meaning of Rule 13d-3 of the Exchange
Act, of securities possessing more than 50% of the total combined voting power
of the Company’s outstanding securities; hereafter 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 20% of the
total combined voting power represented by the Company’s then outstanding
ordinary shares, (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board and any
new director whose election by the Board or nomination for election by the
Company’s shareholders 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 shareholders 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 ordinary shares of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into ordinary shares of the surviving entity)
at least 80% of the total voting power represented by the ordinary shares of
the Company or such surviving entity outstanding immediately after such merger
or consolidation, or the shareholders 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 related transactions) all or
substantially all of the Company’s assets.





 




Expenses shall include damages, judgments, fines, penalties, settlements and
costs, attorneys’ fees and disbursements and costs of attachment or similar
bond, investigations, liabilities, losses, taxes, any expenses paid or incurred
in connection with investigating, defending, being a witness in, participating
in (including on appeal), or preparing for any of the foregoing in, any
Proceeding, and any taxes, interests, assessments or other charges imposed as a
result of the actual or deemed receipt of any payments under this Agreement.


 


Indemnifiable Event means any event or occurrence that takes place either before or after
the execution of this Agreement, related to the fact that the Indemnitee is or
was a director or an officer of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other entity, including
services with respect to employee benefit plans, or was a director or officer
of an entity that was a predecessor of the Company or another entity at the
request of such predecessor entity, or related to anything done or not done by
the Indemnitee in any such capacity.


 


Independent Counsel means a law firm, or a member of a law firm, that is experienced in
matters of corporation law and neither presently is, nor in the past five
(5) years has been, retained to represent (i) the Company or the
Indemnitee in any matter material to either such party (other than with respect
to matters concerning the Indemnitee under this Agreement, or of other
indemnitees under similar indemnification agreements), or (ii) any other
party to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term “Independent 


 


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Counsel” shall not include any person who, under
the applicable standards of professional conduct then prevailing, would have a
conflict of interest in representing either the Company or the Indemnitee in an
action to determine the Indemnitee’s rights under this Agreement.





 




Participant means a person who is a party to, or witness or participant (including
on appeal) in, a Proceeding.


 


Proceeding means any threatened, pending, or completed action, suit or proceeding,
or any inquiry, hearing or investigation, whether civil, criminal,
administrative, investigative or other, including any appeal thereof, in which
the Indemnitee may be or may have been involved as a party or otherwise by
reason of an Indemnifiable Event, including, without limitation, any
threatened, pending, or completed action, suit or proceeding by or in the right
of the Company.


 


Reviewing Party means (A) the Board by a majority vote of a quorum consisting of
Disinterested Directors, or (B) if a quorum of the Board consisting of
Disinterested Directors is not obtainable or, even if obtainable, said
Disinterested Directors so direct, Independent Counsel in a written
opinion to the Board, a copy of which shall be delivered to the Indemnitee.


 


II.                                   Agreement To Indemnify


 


1.                                       General
Agreement.  In the
event the Indemnitee was, is, or becomes a Participant in, or is threatened to
be made a Participant in, a Proceeding, the Company shall indemnify the
Indemnitee from and against any and all Expenses which the Indemnitee incurs or
becomes obligated to incur in connection with such Proceeding, to the fullest
extent permitted by applicable law.


 


2.                                       Partial
Indemnification.  If the
Indemnitee is entitled under any provision of this Agreement to indemnification
by the Company for a portion of Expenses, but not for the total amount of
Expenses, the Company shall indemnify the Indemnitee for the portion of such
Expenses to which the Indemnitee is entitled.


 


3.                                       Exclusions.  Notwithstanding anything in this Agreement to
the contrary, the Indemnitee shall not be entitled to indemnification under
this Agreement:





 


(a)                                  to the extent
that payment is actually made to the Indemnitee under a valid, enforceable and
collectible insurance policy;


(b)                                 to the extent
that the Indemnitee is indemnified and actually paid other than pursuant to
this Agreement;


(c)                                  in connection
with any Proceeding initiated by the Indemnitee against the Company, any
director or officer of the Company or any other party, and not by way of
defense, unless (i) the Company has joined in or the Reviewing Party (as
hereinafter defined) has consented to the initiation of such Proceeding; or
(ii) the Proceeding is one to enforce indemnification rights under this
Agreement or any applicable law;


 


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(d)                                 for a
disgorgement of profits made from the purchase and sale by the Indemnitee of
securities pursuant to Section 16(b) of the Exchange Act or similar
provisions of any applicable U.S. state statutory law or common law;


(e)                                  brought about
by the dishonesty or fraud of the Indemnitee seeking payment hereunder;
provided, however, that the Indemnitee shall be protected under this Agreement
as to any claims upon which suit may be brought against him by reason of any
alleged dishonesty on his part, unless a judgment or other final adjudication
thereof adverse to the Indemnitee establishes that he committed (i) acts
of active and deliberate dishonesty, (ii) with actual dishonest purpose
and intent, and (iii) which acts were material to the cause of action so
adjudicated;


(f)                                    for any
judgment, fine or penalty which the Company is prohibited by applicable law
from paying as indemnity;


(g)                                 arising out of
the Indemnitee’s personal tax matter; or


(h)                                 arising out of
the Indemnitee’s breach of an employment agreement with the Company (if any) or
any other agreement with the Company or any of its subsidiaries.


 




4.                                       No Employment
Rights.  Nothing in this Agreement is
intended to create in the Indemnitee any right to continued employment with the
Company.


 


5.                                       Contribution.  If the indemnification provided in this
Agreement is unavailable and may not be paid to the Indemnitee for any reason
other than those set forth in Section II. 3, then the Company shall
contribute to the amount of Expenses paid in settlement actually and reasonably
incurred and paid or payable by the Indemnitee in such proportion as is
appropriate to reflect (i) the relative benefits received by the Company
on the one hand and by the Indemnitee on the other hand from the transaction
from which such Proceeding arose, and (ii) the relative fault of the
Company on the one hand and of the Indemnitee on the other hand in connection
with the events which resulted in such Expenses, as well as any other relevant
equitable considerations. The relative fault of the Company on the one hand and
of the Indemnitee on the other hand shall be determined by reference to, among
other things, the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent the circumstances resulting in such
Expenses, judgments, fines or settlement amounts. The Company agrees that it
would not be just and equitable if contribution pursuant to this Section II.
5 were determined by pro rata allocation or any other method of allocation
which does not take account of the foregoing equitable considerations.


 





III.                               Indemnification Process


 




1.                                       Notice and
Cooperation By the Indemnitee.  The Indemnitee shall give the Company notice
in writing as soon as practicable of any claim made against the Indemnitee for
which indemnification will or could be sought under this Agreement.  Notice to the Company shall be given in
accordance with Section VI.7 below. 
In 


 


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addition,
the Indemnitee shall give the Company such information and cooperation as the
Company may reasonably request.


 


2.                                       Indemnification
Payment.


 





(a)                                  Reimbursement of Expenses.  To the extent the Indemnitee
has not requested any advanced payment of Expenses from the Company, the
Indemnitee shall be entitled to receive reimbursement for the Expenses incurred
in connection with a Proceeding from the Company as soon as practicable after the
Indemnitee makes a written request to the Company for reimbursement.


 


(b)                                 Determination by the Reviewing Party.  Notwithstanding the foregoing,
(i) the obligations of the Company under Section II.1 shall be
subject to the condition that the Reviewing Party shall not have determined (in
a written opinion, in any case in which the Independent Counsel referred to in Section III.2(e) hereof
is involved) that the Indemnitee would not be permitted to be indemnified under
applicable law or the Company’s Articles of Association, and (ii) the
obligation of the Company to make an advance payment of Expenses to the
Indemnitee pursuant to Section III. 2(a) 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 the Company’s Articles of Association, the Company shall be
entitled to be reimbursed by the Indemnitee (who hereby agrees to 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, 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 advanced Expenses until a final judicial
determination is made with respect thereto (as to which all rights of appeal
therefrom have been exhausted or lapsed). The the Indemnitee’s obligation to
reimburse the Company for any advanced Expenses shall be unsecured and no
interest shall be charged thereon. If there has not been a Change in Control,
the Reviewing Party shall be selected by the Board, 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 who were directors immediately prior to such
Change in Control), the Reviewing Party shall be the Independent Counsel
referred to in Section III.2(e) hereof.


 


(c)                                  Enforcement of Indemnification Rights.  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 if the Indemnitee has not otherwise been
paid in full within 30 days after a written demand has been received by the Company,
the Indemnitee shall have the right to commence litigation in any court having
subject matter jurisdiction thereof and in which venue is proper to recover the
unpaid amount of the demand (an “Enforcement Proceeding”) and, if successful in
whole or in part, the Indemnitee shall be entitled to be paid any and all
Expenses in connection with such Enforcement Proceeding. The Company hereby
consents to service of process and to appear in any such proceeding.


 


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(d)                                 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 who were directors immediately
prior to such Change in Control) then, with respect to all matters thereafter
arising concerning the rights of Indemnitees to payments of Expenses under this
Agreement or any other agreement or under the Company’s Articles of Association
as now or hereafter in effect, Independent Counsel shall be selected by
the 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 the Indemnitee as to whether and to what
extent the 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 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.


 




3.                                       Assumption of
Defense.  In the event the Company is
obligated under this Agreement to advance or bear any Expenses for any
Proceeding against the Indemnitee, the Company shall be entitled to assume the
defense of such Proceeding, with counsel approved by the Indemnitee, upon
delivery to the Indemnitee of written notice of its election to do so. After
delivery of such notice, approval of such counsel by the Indemnitee in writing
and the retention of such 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 Proceeding,
unless (i) the employment of counsel by the Indemnitee has been previously
authorized by the Company, (ii) the Indemnitee shall have reasonably
concluded that, based on written advice of counsel, there may be a conflict of
interest of such counsel retained by the Company between the Company and the
Indemnitee in the conduct of any such defense, or that counsel selected by the
Company may not be adequately representing the Indemnitee, or (iii) the
Company ceases or terminates the employment of such counsel with respect to the
defense of such Proceeding, in any of which events the fees and expenses of the
Indemnitee’s counsel shall be at the expense of the Company. At all times, the
Indemnitee shall have the right to employ counsel in any Proceeding at the
Indemnitee’s expense.


 


4.                                       Defense to
Indemnification, Burden of Proof and Presumptions.  It shall be a defense to any action brought
by the Indemnitee against the Company to enforce this Agreement that it is not
permissible under this Agreement or applicable law for the Company to indemnify
the Indemnitee for the amount claimed. In connection with any such action or
any determination by the Reviewing Party or otherwise as to whether the
Indemnitee is entitled to be indemnified under this Agreement, the burden of
proving such a defense or determination shall be on the Company. Neither the
failure of the Reviewing Party or the Company to have made a determination
prior to the commencement of such action by the Indemnitee that indemnification
is proper under the circumstances because the Indemnitee has met the standard
of conduct set forth in applicable law, nor an actual determination by the
Reviewing Party or the Company that the Indemnitee had not met such applicable
standard of conduct shall be a defense to the 


 


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action
or create a presumption that the Indemnitee has not met the applicable standard
of conduct.





 




5.                                       No Settlement
Without Consent.  Neither
party to this Agreement shall settle any Proceeding in any manner that would
impose any damage, loss, penalty or limitation on the Indemnitee without the
other party’s written consent. Neither the Company nor the Indemnitee shall
unreasonably withhold its consent to any proposed settlement.


 


6.                                       Company
Participation.  Subject to Section II.5,
the Company shall not be liable to indemnify the Indemnitee under this
Agreement with regard to any judicial action if the Company was not given a
reasonable and timely opportunity, at its expense, to participate in the
defense, conduct and/or settlement of such action.


 





IV.                              Director and Officer Liability Insurance


 




1.                                       Liability
Insurance.  The Company
shall 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 incurred in connection with their services to the Company or to ensure
the Company’s performance of its indemnification obligations under this
Agreement.  To the extent the Company
determines that it is no longer practicable for the Company to maintain such
insurances, it shall notify promptly its directors and officers before it
terminates such insurances and such termination must be approved by a majority
of the Company’s directors.


 


2.                                       Coverage of the
Indemnitee.  To the
extent the Company maintains an insurance policy or policies providing
directors’ and officers’ liability insurance, the Indemnitee shall be covered
by such policy or policies, in accordance with its or their terms, to the
maximum extent of the coverage available for any of the Company’s directors or
officers.


 


3.                                       No Obligation.  Notwithstanding the foregoing, the Company
shall have no obligation to obtain or maintain any director and officer insurance
policy if a majority of the Company’s directors determines in good faith that
such insurance is not reasonably available in the case that (i) premium
costs for such insurance are disproportionate to the amount of coverage
provided, (ii) the coverage provided by such insurance is limited by
exclusions so as to provide an insufficient benefit, or (iii) the
Indemnitee is covered by similar insurance maintained by a parent or subsidiary
of the Company.


 





V.                                  Non-Exclusivity; Federal Preemption; Term


 




1.                                       Non-Exclusivity.  The indemnification provided by this
Agreement shall not be deemed exclusive of any rights to which the Indemnitee
may be entitled under the Articles of Association, any vote of shareholders or
directors, applicable law or any written agreement between the Indemnitee and
the Company (including its subsidiaries and affiliates).  The indemnification provided under this
Agreement shall continue to be available to the Indemnitee for any action taken
or not taken while serving in an 


 


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indemnified
capacity even though he may have ceased to serve in any such capacity at the
time of any Proceeding.


 


2.                                       Federal
Preemption. 
Notwithstanding the foregoing, both the Company and the Indemnitee
acknowledge that in certain instances, U.S. federal law or public policy may
override applicable law and prohibit the Company from indemnifying its
directors and officers under this Agreement or otherwise.  Such instances include, but are not limited
to, the U.S. Securities and Exchange Commission’s (the “SEC”)
prohibition on indemnification for liabilities arising under certain U.S.
federal securities laws.  The Indemnitee
understands and acknowledges that the Company has undertaken or may be required
in the future to undertake with the SEC 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 the Indemnitee.


 


3.                                       Duration of
Agreement.  All
agreements and obligations of the Company contained herein shall continue
during the period the Indemnitee is an officer and/or a director of the Company
(or is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise) and shall continue thereafter so long as the Indemnitee shall
be subject to any Proceeding by reason of his former or current capacity at the
Company or any other enterprise, including service with respect to employee
benefit plans) at the Company’s request, whether or not he is acting or serving
in any such capacity at the time any Expense is incurred for which
indemnification can be provided under this Agreement. This Agreement shall
continue in effect regardless of whether the Indemnitee continues to serve as
an officer and/or a director of the Company or any other enterprise at the
Company’s request.


 





VI.                              Miscellaneous


 




1.                                       Amendment of
this Agreement.  No
supplement, modification, or amendment of this Agreement shall be binding
unless executed in writing by the parties hereto. No waiver of any of the
provisions of this Agreement shall operate as a waiver of any other provisions
(whether or not similar), nor shall such waiver constitute a continuing waiver.
Except as specifically provided in this Agreement, no failure to exercise or
any delay in exercising any right or remedy shall constitute a waiver.


 


2.                                       Subrogation.  In the event of payment to the Indemnitee by
the Company 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 papers required and shall do everything that may be necessary to
secure such rights, including the execution of such documents necessary to
enable the Company to bring suit to enforce such rights.


 


3.                                       Assignment;
Binding Effect.  Neither
this Agreement nor any of the rights or obligations hereunder may be assigned
by either party hereto without the prior written consent of the other party;
except that the Company may, without such consent, assign all such rights and
obligations to a successor in interest to the Company which assumes all
obligations of the Company under this Agreement in a written agreement in form
and 


 


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substance
satisfactory to the Indemnitee. 
Notwithstanding the foregoing, this Agreement shall be binding upon and
inure to the benefit of and be enforceable by and against the parties hereto
and the Company’s successors (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) and assigns, as well as the
Indemnitee’s spouses, heirs, and personal and legal representatives.





 




4.                                       Severability
and Construction.  Nothing in
this Agreement is intended to require or shall be construed as requiring the
Company to do or fail to do any act in violation of applicable law. The Company’s
inability, pursuant to a court order, to perform its obligations under this
Agreement shall not constitute a breach of this Agreement.  In addition, if any portion of this Agreement
shall be held by a court of competent jurisdiction to be invalid, void, or
otherwise unenforceable, the remaining provisions shall remain enforceable to
the fullest extent permitted by applicable law. 
The parties hereto acknowledge that they each have opportunities to have
their respective counsels review this Agreement.  Accordingly, this Agreement shall be deemed
to be the product of both of the parties hereto, and no ambiguity shall be
construed in favor of or against either of the parties hereto.


 


5.                                       Counterparts.  This Agreement may be executed in two
counterparts, both of which taken together shall constitute one instrument.


 


6.                                       Governing Law.  This agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
New York, U.S.A., without giving effect to conflicts of law provisions thereof.


 


7.                                       Notices.  All notices, demands, and other
communications required or permitted under this Agreement shall be made in
writing and shall be deemed to have been duly given if delivered by hand,
against receipt, on the date of delivery, or mailed, on the third business day
after mailing, postage prepaid, certified or registered mail, return receipt
requested, and addressed to the Company at:


 





Lentuo International Inc.


A-18 Huagong Road, Guangqumenwai


Chaoyang District, Beijing 100124


People’s Republic of China


Attention: [·]


 


and to the Indemnitee at:


 


[Name]


[Address]


 


Notice of change of address shall be effective only
when done in accordance with this Section.




 


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8.                                       Certain
Relationships.  The
obligations and rights created under this Agreement shall not be affected by
any amendment to the Company’s Articles of Association or any other agreement
or instrument to which the Indemnitee is not a party, and shall not diminish
any other rights which the Indemnitee now or in the future has against the
Company or any other person or entity.


 


9.                                       Acknowledgment.  The Company expressly acknowledges that it
has entered into this Agreement and assumed the obligations imposed on the
Company under this Agreement in order to induce the Indemnitee to serve or to
continue to serve as a director or officer and acknowledges that the Indemnitee
is relying on this Agreement in serving or continuing to serve in such
capacity.  The Company further agrees to
stipulate in any court proceeding that the Company is bound by all of the
provisions of this Agreement.


 


10.                                 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, or the Indemnitee’s estate, heirs,
executors, administrators 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.


 


11.                                 Entire
Agreement.  This
Agreement constitutes the entire agreement and supersedes all prior agreements
and understandings, both written and oral, between the parties with respect to
the subject matter hereof.


 





(Signature page follows)


 


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


 


 


Lentuo International Inc.


 


 


	
   

  	
   

  
	
   

  	
   

  	
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INDEMNITEE


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  



 


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