exv10w3



 






EXHIBIT 10.3




INDEMNIFICATION AGREEMENT




     This INDEMNIFICATION AGREEMENT (this “Indemnification Agreement”) dated as of the
1st day of December, 2005 is entered into by and between Spark Networks plc (the
“Company”) and Alon Carmel, an individual (“Shareholder”).



RECITALS




     WHEREAS, Shareholder is a former employee of the Company;



     WHEREAS, in connection with Shareholder’s service to the Company, Shareholder was granted
options to purchase 2,000,000 ordinary shares of the Company (the “Options”);



     WHEREAS, on date even herewith Shareholder exercised the Options; and



     WHEREAS, Shareholder desires to indemnify and hold harmless the Company with respect to
certain obligations the Company may have to withhold federal, state or local taxes that may be
imposed on Shareholder with respect of the exercise of the Options.



     NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration,
the receipt and sufficiency of which is acknowledged, and intending to be legally bound hereby, the
parties hereto agree as follows:



     1. Indemnification. Shareholder will indemnify and pay to the Company within ten (10)
days of written notice by the Company, any taxes (including income, employment or other withholding
taxes), interest and/or penalties and other costs and expenses (including attorney’s fees incurred
by the Company) the Company is required to pay as a result of the Company’s failure to withhold any
federal, state, local or foreign taxes in respect of the exercise of the Options.



     2. Governing Law. This Indemnification Agreement shall be governed by, and construed
in accordance with, the laws of the State of California in the United States of America. Each
party, to the extent permitted by law applicable to the court in which claims hereunder may be
adjudicated, knowingly voluntarily and intentionally waives its right to trial by jury in any
action or other legal proceeding arising out of or relating to this Indemnification Agreement and
the transactions contemplated hereby.



     3. Final Agreements. This Indemnification Agreement is intended by the parities
hereto to be the final, complete, and exclusive expression of the agreement between them. This
Indemnification Agreement supersedes any and all prior oral or written agreements relating to the
subject matter hereof. No modification, rescission, waiver, release, or amendment of any provision
of this Indemnification Agreement shall be made.



     4. Counterparts. This Indemnification Agreement may be entered into in any number of
counterparts and by the parties to it on separate counterparts, each of which when executed and
delivered shall be an original, but all the counterparts together shall constitute one and the same
document. This Indemnification Agreement may be validly exchanged and executed by fax.



[SIGNATURE PAGE TO FOLLOW]




 









 








     IN WITNESS WHEREOF, the parties have executed this Indemnification Agreement as of the date
set forth above.



	 	 	 	 	 
	 	SHAREHOLDER

 	 
	 	By:  	/s/
Alon Carmel	 
	 	 	Name:  	Alon Carmel 	 
	 	 	 	 
	 
	 	SPARK NETWORKS PLC

 	 
	 	By:  	/s/
Mark G. Thompson	 
	 	 	Name:  	Mark G. Thompson	 
	 	 	Title:  	CFO	 
	 




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