EX-10.2






EXHIBIT 10.2 OFFICER INDEMNIFICATION AGREEMENT




This Indemnification Agreement (this “Agreement”) is entered into as of              ,
2013 (the “Effective Date”) by and between CTI Group (Holdings) Inc., a Delaware
corporation (the “Company”), and        (the “Indemnitee”).



RECITALS




WHEREAS, the Board of Directors of the Company (the “Board of Directors”) has
determined that the Company should act to assure the Indemnitee that there shall be adequate
certainty of protection through insurance and indemnification against risks of claims and actions
against him arising out of his service to and activities on behalf of the Company;



WHEREAS, the Company has adopted provisions in its Bylaws providing for indemnification and
advancement of expenses of its directors and officers to the fullest extent authorized by the
General Corporation Law of the State of Delaware (the “DGCL”), and the Company wishes to
clarify and enhance the rights and obligations of the Company and the Indemnitee with respect to
indemnification and advancement of expenses;



WHEREAS, in order to induce and encourage the Indemnitee to continue to serve as an officer of
the Company and in any other capacity with respect to the Company as the Company may request, and
to otherwise promote the desirable end that the Indemnitee shall resist what he considers
unjustified lawsuits and claims made against him in connection with the good faith performance of
his duties to the Company, with the knowledge that certain costs, judgments, penalties, fines,
liabilities, and expenses incurred by him in his defense of such litigation are to be borne by the
Company and he shall receive the maximum protection against such risks and liabilities as may be
afforded by applicable law, the Board of Directors has determined that the following Agreement is
reasonable and prudent to promote and ensure the best interests of the Company and its
stockholders; and



WHEREAS, the Company desires to have the Indemnitee continue to serve as an officer of the
Company and in any other capacity with respect to the Company as the Company may request, free from
undue concern for unpredictable, inappropriate, or unreasonable legal risks and personal
liabilities by reason of the Indemnitee acting in good faith in the performance of the Indemnitee’s
duty to the Company; and the Indemnitee desires to continue so to serve the Company,
provided, and on the express condition, that he is furnished with the indemnity set forth
hereinafter.



AGREEMENT




NOW, THEREFORE, in consideration of the Indemnitee’s continued service as an officer of the
Company, the parties hereto agree as follows:



1. Definitions. For purposes of this Agreement:



(a) A “Change in Control” will be deemed to have occurred if the individuals who, as
of the Effective Date, constitute the Board of Directors (the “Incumbent Board”) cease for
any reason to constitute at least a majority of the Board of Directors; provided,
however, that any individual becoming a director subsequent to such effective date whose
election, or nomination for election by the stockholders of the Company, was approved by a vote of
at least a majority of the directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office occurs as a result of an actual election contest
with respect to the election or removal of directors or other actual solicitation of proxies or
consents by or on behalf of a person other than the Board of Directors.



(b) “Disinterested Director” means a director of the Company who is not or was not a
party to the Proceeding in respect of which indemnification is being sought by the Indemnitee.



(c) “Expenses” includes, without limitation, expenses incurred in connection with the
defense or settlement of any action, suit, arbitration, alternative dispute mechanism, inquiry,
judicial, administrative, or legislative hearing, investigation, or any other threatened, pending,
or completed proceeding, whether brought by or in the right of the Company or otherwise, including
any and all appeals, whether of a civil, criminal, administrative, legislative, investigative, or
other nature, attorneys’ fees, witness fees and expenses, fees and expenses of accountants and
other advisors, retainers and disbursements and advances thereon, the premium, security for, and
other costs relating to any bond (including cost bonds, appraisal bonds, or their equivalents), and
any expenses of establishing a right to indemnification or advancement under Sections 9, 11, 13,
and 15 hereof, but shall not include the amount of judgments, fines, ERISA excise taxes, or
penalties actually levied against the Indemnitee, or any amounts paid in settlement by or on behalf
of the Indemnitee.



(d) “Independent Counsel” means a law firm or a member of a law firm that neither is
presently nor in the past five years has been retained to represent (i) the Company or the
Indemnitee in any matter material to either such party or (ii) any other party to the Proceeding
giving rise to a request 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 the Indemnitee in an action to determine the Indemnitee’s right to indemnification under
this Agreement.



(e) “Proceeding” means any action, suit, arbitration, alternative dispute mechanism,
inquiry, judicial, administrative, or legislative hearing, investigation, or any other threatened,
pending, or completed proceeding, whether brought by or in the right of the Company or otherwise,
including any and all appeals, whether of a civil, criminal, administrative, legislative,
investigative, or other nature, to which the Indemnitee was or is a party or is threatened to be
made a party or is otherwise involved by reason of the fact that the Indemnitee is or was an
officer, employee, agent, or trustee of the Company or while an officer, employee, agent, or
trustee of the Company is or was serving at the request of the Company as a director, agent,
officer, employee or trustee of another corporation or of a partnership, joint venture, trust, or
other enterprise, including service with respect to an employee benefit plan, or by reason of
anything done or not done by the Indemnitee in any such capacity, whether or not the Indemnitee is
serving in such capacity at the time any expense, liability, or loss is incurred for which
indemnification or advancement can be provided under this Agreement.



2. Service by the Indemnitee. The Indemnitee shall serve and/or continue to serve as
an officer of the Company faithfully and to the best of the Indemnitee’s ability so long as the
Indemnitee is duly elected and until such time as the Indemnitee’s successor is elected and
qualified or the Indemnitee is removed as permitted by applicable law or tenders a resignation in
writing.



3. Indemnification and Advancement of Expenses. The Company shall indemnify and hold
harmless the Indemnitee, and shall pay to the Indemnitee in advance of the final disposition of any
Proceeding all Expenses incurred by the Indemnitee in defending any such Proceeding, to the fullest
extent authorized by the DGCL, as the same exists or may hereafter be amended, all on the terms and
conditions set forth in this Agreement. Without diminishing the scope of the rights provided by
this Section, the rights of the Indemnitee to indemnification and advancement of Expenses provided
hereunder shall include, but shall not be limited to, those rights set forth in this Agreement,
except that no indemnification or advancement of Expenses shall be paid to the Indemnitee:




(a) to the extent expressly prohibited by applicable law or the Bylaws of the Company;




(b) for and to the extent that payment is actually made to the Indemnitee under a valid
and collectible insurance policy or under a valid and enforceable indemnity clause,
provision of the certificate of incorporation or bylaws, or agreement of the Company or any
other company or other enterprise where the Indemnitee is or was serving at the request of
the Company (and the Indemnitee shall reimburse the Company for any amounts paid by the
Company and subsequently so recovered by the Indemnitee);




(c) in connection with an action, suit, or proceeding, or part thereof initiated by the
Indemnitee (including claims and counterclaims, whether such counterclaims are asserted by
(i) the Indemnitee, or (ii) the Company in an action, suit, or proceeding initiated by the
Indemnitee), except a judicial proceeding pursuant to Section 11 to enforce rights under
this Agreement, unless the action, suit, or proceeding, or part thereof, was authorized or
ratified by the Board of Directors; or




(d) with respect to any Proceeding brought by or in the right of the Company against
the Indemnitee that is authorized by the Board of Directors, except as provided in
Sections 5, 6, and 7 below.



4. Action or Proceedings Other than an Action by or in the Right of the Company.
Except as limited by Section 3 above, the Indemnitee shall be entitled to the indemnification
rights provided in this Section if the Indemnitee was or is a party or is threatened to be made a
party to, or was or is otherwise involved in, any Proceeding (other than an action by or in the
right of the Company) by reason of the fact that the Indemnitee is or was an officer, employee,
agent or trustee of the Company or while an officer, employee, agent, or trustee of the Company, is
or was serving at the request of the Company as an officer, employee, agent, or trustee of another
corporation or of a partnership, joint venture, trust, or other enterprise, including service with
respect to an employee benefit plan, or by reason of anything done or not done by the Indemnitee in
any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all
expense, liability, and loss (including judgments, fines, ERISA excise taxes or penalties, amounts
paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably
incurred by the Indemnitee in connection with such Proceeding, if the Indemnitee acted in good
faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to
believe his or her conduct was unlawful.



5. Indemnity in Proceedings by or in the Right of the Company. Except as limited by
Section 3 above, the Indemnitee shall be entitled to the indemnification rights provided in this
Section if the Indemnitee was or is a party or is threatened to be made a party to, or was or is
otherwise involved in, any Proceeding brought by or in the right of the Company to procure a
judgment in its favor by reason of the fact that the Indemnitee is or was an officer, employee,
agent, or trustee of the Company or while an officer, employee, agent, or trustee of the Company,
is or was serving at the request of the Company as an officer, employee, agent, or trustee of
another corporation or of a partnership, joint venture, trust, or other enterprise, including
service with respect to an employee benefit plan, or by reason of anything done or not done by the
Indemnitee in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified
against all expense, liability, and loss (including judgments, fines, ERISA excise taxes or
penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and
reasonably incurred by the Indemnitee in connection with such Proceeding if the Indemnitee acted in
good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company; provided, however, that no such indemnification shall be
made in respect of any claim, issue, or matter as to which the DGCL expressly prohibits such
indemnification by reason of any adjudication of liability of the Indemnitee to the Company, unless
and only to the extent that the Court of Chancery of the State of Delaware or the court in which
such Proceeding was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, the Indemnitee is entitled to
indemnification for such expense, liability, and loss as such court shall deem proper.



6. Indemnification for Costs, Charges, and Expenses of Successful Party.
Notwithstanding any limitations of Sections 3(c), 3(d), 4 and 5 above, to the extent that the
Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any
Proceeding, or in defense of any claim, issue, or matter therein, including, without limitation,
the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial
decision of a court of competent jurisdiction from which there is no further right to appeal, that
the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be
indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection
therewith.



7. Partial Indemnification. If the Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of the expense, liability, and
loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid in settlement by or
on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any
Proceeding, or in connection with any judicial proceeding pursuant to Section 11 to enforce rights
under this Agreement, but not, however, for all of the total amount thereof, the Company shall
nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually
and reasonably incurred to which the Indemnitee is entitled.



8. Indemnification for Expenses of a Witness. Notwithstanding any other provision of
this Agreement, to the maximum extent permitted by the DGCL, the Indemnitee shall be entitled to
indemnification against all Expenses actually and reasonably incurred by the Indemnitee or on the
Indemnitee’s behalf if the Indemnitee appears as a witness or otherwise incurs legal expenses as a
result of or related to the Indemnitee’s service as an officer of the Company, in any threatened,
pending, or completed action, suit, arbitration, alternative dispute mechanism, inquiry, judicial,
administrative, or legislative hearing, investigation, or any other threatened, pending, or
completed proceeding, whether of a civil, criminal, administrative, legislative, investigative, or
other nature, to which the Indemnitee neither is, nor is threatened to be made, a party.



9. Determination of Entitlement to Indemnification. To receive indemnification under
this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company.
Such request shall include documentation or information that is necessary for such determination
and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a
written request by the Indemnitee for indemnification pursuant to Sections 4, 5, 6, 7 or 8, the
entitlement of the Indemnitee to indemnification, to the extent not provided pursuant to the terms
of this Agreement, shall be determined by the following person or persons who shall be empowered to
make such determination: (a) the Board of Directors by a majority vote of the Disinterested
Directors, if any, even if less than a quorum of the Board of Directors; (b) a committee of
Disinterested Directors designated by a majority vote of the Disinterested Directors, if any, even
though less than a quorum; (c) if there are no such Disinterested Directors, or if the
Disinterested Directors so direct, by Independent Counsel in a written opinion addressed to the
Board of Directors, a copy of which shall be delivered to Indemnitee; or (d) in the event that a
Change in Control has occurred, by Independent Counsel in a written opinion addressed to the Board
of Directors, a copy of which shall be delivered to Indemnitee. Any Independent Counsel shall be
selected by the Board of Directors and approved by the Indemnitee, except that in the event that a
Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon
failure of the Board of Directors to so select such Independent Counsel or upon failure of the
Indemnitee to so approve (or so to select, in the event a Change in Control has occurred), such
Independent Counsel shall be selected upon application to a court of competent jurisdiction. The
determination of entitlement to indemnification shall be made and, unless a contrary determination
is made, such indemnification shall be paid in full by the Company not later than 60 calendar days
after receipt by the Secretary of the Company of a written request for indemnification. If the
person making such determination shall determine that the Indemnitee is entitled to indemnification
as to part (but not all) of the application for indemnification, such person shall reasonably
prorate such partial indemnification among the claims, issues, or matters at issue at the time of
the determination.



10. Presumptions and Effect of Certain Proceedings. The Secretary of the Company
shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in
writing the Board of Directors or such other person or persons empowered to make the determination
as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon
making such request for indemnification, the Indemnitee shall be presumed to be entitled to
indemnification hereunder and the Company shall have the burden of proof in making any
determination contrary to such presumption. If the person or persons so empowered to make such
determination shall have failed to make the requested determination with respect to indemnification
within 60 calendar days after receipt by the Secretary of the Company of such request, a requisite
determination of entitlement to indemnification shall be deemed to have been made and the
Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request
for indemnification. The termination of any Proceeding described in Sections 4 or 5 by judgment,
order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not,
of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner
the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or
with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was
unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except
as may be provided herein.



11. Remedies of the Indemnitee in Cases of Determination Not to Indemnify or to Advance
Expenses; Right to Bring Suit. In the event that a determination is made that the Indemnitee
is not entitled to indemnification hereunder or if payment is not timely made following a
determination of entitlement to indemnification pursuant to Sections 9 and 10, or if an advancement
of Expenses is not timely made pursuant to Section 15, the Indemnitee may at any time thereafter
bring suit against the Company in a court of competent jurisdiction in the State of Delaware
seeking an adjudication of entitlement to such indemnification or advancement of Expenses. The
Company shall not oppose the Indemnitee’s right to seek any such adjudication. In any suit brought
by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the
Indemnitee to enforce a right to an advancement of Expenses), it shall be a defense that the
Indemnitee did not (i) act in good faith or in a manner the Indemnitee reasonably believed to be in
or not opposed to the best interests of the Company or, (ii) with respect to any criminal
Proceeding, have reasonable cause to believe his or her conduct was unlawful.  Further, in any suit
brought by the Company to recover an advancement of Expenses pursuant to the terms of an
undertaking, the Company shall be entitled to recover such Expenses upon a final judicial decision
of a court of competent jurisdiction from which there is no further right to appeal that the
Indemnitee has not met the standard described above. Neither the failure of the Company (including
the Disinterested Directors, a committee of Disinterested Directors or Independent Counsel) to have
made a determination prior to the commencement of such suit that indemnification of the Indemnitee
is proper in the circumstances because the Indemnitee has met the standard of conduct described
above, nor an actual determination by the Company (including the Disinterested Directors, a
committee of Disinterested Directors or Independent Counsel) that the Indemnitee has not met the
standard of conduct described above shall create a presumption that the Indemnitee has not met the
standard of conduct described above, or, in the case of such a suit brought by the Indemnitee, be a
defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification
or to an advancement of Expenses hereunder, or brought by the Company to recover an advancement of
Expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this Section 11 or otherwise
shall be on the Company. If a determination is made or deemed to have been made pursuant to the
terms of Section 9 or 10 that the Indemnitee is entitled to indemnification, the Company shall be
bound by such determination and is precluded from asserting that such determination has not been
made or that the procedure by which such determination was made is not valid, binding, and
enforceable. The Company further agrees to stipulate in any court pursuant to this Section 11 that
the Company is bound by all the provisions of this Agreement and is precluded from making any
assertions to the contrary. If the court shall determine that the Indemnitee is entitled to any
indemnification or advancement of Expenses hereunder, the Company shall pay all Expenses actually
and reasonably incurred by the Indemnitee in connection with such adjudication (including, but not
limited to, any appellate proceedings) to the fullest extent permitted by law, and in any suit
brought by the Company to recover an advancement of Expenses pursuant to the terms of an
undertaking, the Company shall pay all Expenses actually and reasonably incurred by the Indemnitee
in connection with such suit to the extent the Indemnitee has been successful, on the merits or
otherwise, in whole or in part, in defense of such suit, to the fullest extent permitted by law.



12. Non-Exclusivity of Rights. The rights to indemnification and to the advancement
of Expenses provided by this Agreement shall not be deemed exclusive of any other right that the
Indemnitee may now or hereafter acquire under any applicable law, agreement, vote of stockholders
or Disinterested Directors, provisions of the Company’s certificate of incorporation or bylaws, or
otherwise.



13. Expenses to Enforce Agreement. In the event that the Indemnitee is subject to or
intervenes in any action, suit, or proceeding in which the validity or enforceability of this
Agreement is at issue or seeks an adjudication to enforce the Indemnitee’s rights under, or to
recover damages for breach of, this Agreement, the Indemnitee, if the Indemnitee prevails in whole
or in part in such action, suit, or proceeding, shall be entitled to recover from the Company and
shall be indemnified by the Company against any Expenses actually and reasonably incurred by the
Indemnitee in connection therewith.



14. Continuation of Indemnity. All agreements and obligations of the Company
contained herein shall continue during the period the Indemnitee is an officer, employee, agent, or
trustee of the Company or while an officer, employee, agent, or trustee is serving at the request
of the Company as an officer, employee, agent, or trustee of another corporation or of a
partnership, joint venture, trust, or other enterprise, including service with respect to an
employee benefit plan, and shall continue thereafter with respect to any possible or actual claims
based on the fact that the Indemnitee was an officer, employee, agent, or trustee of the Company or
was serving at the request of the Company as an officer, employee, officer, employee, agent, or
trustee of another corporation or of a partnership, joint venture, trust, or other enterprise,
including service with respect to an employee benefit plan. This Agreement shall be binding upon
all successors and assigns of the Company (including any transferee of all or substantially all of
its assets and any successor by merger or operation of law) and shall inure to the benefit of the
Indemnitee’s heirs, executors, and administrators.



15. Advancement of Expenses. All Expenses incurred by the Indemnitee in defending any
Proceeding described in Section 4 or 5 shall be paid by the Company in advance of the final
disposition of such Proceeding at the request of the Indemnitee. To receive an advancement of
Expenses under this Agreement, the Indemnitee shall submit a written request to the Secretary of
the Company. Such request shall reasonably evidence the Expenses incurred by the Indemnitee and
shall include or be accompanied by an undertaking, by or on behalf of the Indemnitee, to repay all
amounts so advanced if it shall ultimately be determined, by final judicial decision of a court of
competent jurisdiction from which there is no further right to appeal, that the Indemnitee is not
entitled to be indemnified for such Expenses by the Company as provided by this Agreement or
otherwise. The Indemnitee’s undertaking to repay any such amounts is not required to be secured.
Each such advancement of Expenses shall be made within 20 calendar days after the receipt by the
Secretary of the Company of such written request. The Indemnitee’s entitlement to Expenses under
this Agreement shall include those incurred in connection with any action, suit, or proceeding by
the Indemnitee seeking an adjudication pursuant to Section 11 of this Agreement (including the
enforcement of this provision) to the extent the court shall determine that the Indemnitee is
entitled to an advancement of Expenses hereunder.



16. Severability; Prior Indemnification Agreements. If any provision or provisions of
this Agreement shall be held to be invalid, illegal, or unenforceable for any reason whatsoever,
(a) the validity, legality, and enforceability of the remaining provisions of this Agreement
(including, without limitation, all portions of any paragraphs of this Agreement containing any
such provision held to be invalid, illegal, or unenforceable, that are not by themselves invalid,
illegal, or unenforceable) shall not in any way be affected or impaired thereby, and (b) to the
fullest extent possible, the provisions of this Agreement (including, without limitation, all
portions of any paragraph of this Agreement containing any such provision held to be invalid,
illegal, or unenforceable, that are not themselves invalid, illegal, or unenforceable) shall be
construed so as to give effect to the intent of the parties that the Company provide protection to
the Indemnitee to the fullest enforceable extent. This Agreement shall supersede and replace any
prior indemnification agreements entered into by and between the Company and the Indemnitee and any
such prior agreements shall be terminated upon execution of this Agreement.



17. Headings; References; Pronouns. The headings of the sections of this Agreement
are inserted for convenience only and shall not be deemed to constitute part of this Agreement or
to affect the construction thereof. References herein to section numbers are to sections of this
Agreement. All pronouns and any variations thereof shall be deemed to refer to the singular or
plural as appropriate.



18. Other Provisions.



(a) This Agreement and all disputes or controversies arising out of or related to this
Agreement shall be governed by, and construed in accordance with, the internal laws of the State of
Delaware, without regard to the laws of any other jurisdiction that might be applied because of
conflicts of laws principles of the State of Delaware.



(b) This Agreement may be executed in two counterparts, both of which shall be considered one
and the same instrument and shall become effective when one or more counterparts have been signed
by each party and delivered to the other party.



(c) 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
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 effectively to bring suit to enforce
such rights.



(d) This Agreement may not be amended, modified, or supplemented in any manner, whether by
course of conduct or otherwise, except by an instrument in writing specifically designated as an
amendment hereto, signed on behalf of each party. No failure or delay of either party in
exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or
partial exercise of any such right or power, or any abandonment or discontinuance of steps to
enforce such right or power, or any course of conduct, shall preclude any other or further exercise
thereof or the exercise of any other right or power.



(e) This Agreement shall not be deemed an employment contract between the Company and the
Indemnitee, and the Indemnitee specifically acknowledges that the Indemnitee may be discharged at
any time for any reason, with or without cause, and with or without severance compensation, except
as may be otherwise provided in a separate written contract between the Indemnitee and the Company.



[The remainder of this page is intentionally left blank.]IN WITNESS WHEREOF, the
Company and the Indemnitee have caused this Agreement to be executed as of the date first written
above.




THE COMPANY:




CTI GROUP (HOLDINGS) INC.




By:

Name:

Title:





INDEMNITEE




     


Name: