Exhibit 10.3


 


INDEMNIFICATION AGREEMENT


 


This
Indemnification Agreement (the “Agreement”) is entered into as of
            by and
between Bona Film Group Limited, a Cayman Islands company (the “Company”) and
the undersigned, a [director or officer] of the Company (“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
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 Indemnitee against the risks associated with his service to
the Company.


 


4.             The Company is
willing to indemnify Indemnitee to the fullest extent permitted by applicable
law, and 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 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 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 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 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 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 Counsel” shall not
include any person who, under the applicable standards of professional conduct
then prevailing, would have a conflict of interest in representing either the
Company or Indemnitee in an action to determine Indemnitee’s rights under this
Agreement.


 


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 Indemnitee may be or may have been
involved as a party or otherwise by reason of an Indemnifiable Event,
including, without 


 


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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
Indemnitee.


 


II.            Agreement
To Indemnify


 


1.             General
Agreement.  In the
event 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 Indemnitee incurs or becomes
obligated to incur in connection with such Proceeding, to the fullest extent
permitted by applicable law.


 


2.             Partial
Indemnification.  If
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 Indemnitee is entitled.


 


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


 


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


 


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


 


(c)           in connection
with any Proceeding initiated by 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;


 


(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)           for Expenses
that have been finally judicially determined to have resulted from fraud, gross
negligence or willful misconduct of the Indemnitee;


 


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


 


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


 


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


 


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4.             No Employment
Rights.  Nothing in this Agreement is
intended to create in 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 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 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 Indemnitee. 
Indemnitee shall 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 given in accordance with Section VI.7
below.  In addition, Indemnitee
shall give the Company such information and cooperation as the Company may
reasonably request.


 


2.             Indemnification
Payment.


 


(a)           Advancement
of Expenses.  Indemnitee
may submit a written request with reasonable particulars to the Company
requesting that the Company advance to Indemnitee all Expenses that may be
reasonably incurred in advance by Indemnitee in connection with a
Proceeding.  The Company shall, within
ten (10) business days of receiving such a written request by Indemnitee,
advance all requested Expenses to Indemnitee. 
Any excess of the advanced Expenses over the actual Expenses will be
repaid to the Company.


 


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


 


(c)           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 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 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 Indemnitee
would not be 


 


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permitted
to be so indemnified under applicable law or the Company’s Articles of
Association, 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 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 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.


 


(d)           Enforcement
of Indemnification Rights.  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, or if Indemnitee has not
otherwise been paid in full within 30 days after a written demand has been
received by the Company, 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, 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.


 


(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 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 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 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 Indemnitee, the Company shall be entitled to assume the
defense of such Proceeding, with counsel approved by Indemnitee, upon delivery
to Indemnitee of written notice of its election to do so.  After delivery of such notice, approval of
such counsel by Indemnitee in writing 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 


 


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same
Proceeding, unless (i) the employment of counsel by Indemnitee has been
previously authorized by the Company, (ii) 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 Indemnitee in the conduct of any such defense, or that counsel
selected by the Company may not be adequately representing 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 Indemnitee’s counsel shall be
at the expense of the Company.  At all
times, Indemnitee shall have the right to employ counsel in any Proceeding
at Indemnitee’s expense.


 


4.             Defense to
Indemnification, Burden of Proof and Presumptions.  It shall be a defense to any action brought
by 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 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 Indemnitee that indemnification is proper under
the circumstances because Indemnitee has met the standard of conduct set forth
in applicable law, nor an actual determination by the Reviewing Party or the
Company that Indemnitee had not met such applicable standard of conduct shall
be a defense to the action or create a presumption that 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 Indemnitee without the other
party’s written consent.  Neither the
Company nor 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 the
majority of the Company’s directors.


 


2.             Coverage of
Indemnitee.  To the
extent the Company maintains an insurance policy or policies providing
directors’ and officers’ liability insurance, 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.


 


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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) 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 Indemnitee may
be entitled under the Articles of Association, any vote of shareholders or
directors, applicable law or any written agreement between Indemnitee and the
Company (including its subsidiaries and affiliates).  The indemnification provided under this
Agreement shall continue to be available to Indemnitee for any action taken or
not taken while serving in an 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 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 prohibition on indemnification for liabilities arising
under certain U.S. federal securities laws. 
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
Indemnitee.


 


3.             Duration of Agreement.  All agreements and obligations of the Company
contained herein shall continue during the period 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 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 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 Indemnitee by the
Company under this Agreement, the Company shall be subrogated to the extent of
such payment to all of the 


 


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rights
of recovery of 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 substance satisfactory to 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 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:


 


Bona Film Group Limited


11/F, Guan Hu Garden 3


105 Yao Jia Yuan Road, Chaoyang District


Beijing 100025


People’s Republic of China


Attention:  Mr. Liang Xu


 


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and
to Indemnitee at:


 


[Name]

[Address]

[Address]

[Address]


 


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


 


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 Indemnitee is not a party, and shall not diminish any
other rights which 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 Indemnitee to serve or to continue to
serve as a director or officer and acknowledges that 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 Indemnitee, or 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.


 


 


	
  COMPANY

  	
   

  
	
   

  	
   

  
	
  BONA
  FILM GROUP LIMITED

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  INDEMNITEE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name: