Exhibit 10.8
INDEMNITY AGREEMENT
This Indemnity Agreement ("Agreement") is made as of
, 2010 by and between Six Flags Entertainment
Corporation, a Delaware corporation (the "Company"), and
("Indemnitee"). This Agreement supersedes and
replaces any and all previous Agreements between the Company and Indemnitee
covering the subject matter of this Agreement.
RECITALS
WHEREAS, HIGHLY COMPETENT PERSONS HAVE BECOME MORE RELUCTANT TO SERVE
PUBLICLY-HELD CORPORATIONS AS DIRECTORS OR IN OTHER CAPACITIES UNLESS THEY ARE
PROVIDED WITH ADEQUATE PROTECTION THROUGH INSURANCE OR ADEQUATE INDEMNIFICATION
AGAINST INORDINATE RISKS OF CLAIMS AND ACTIONS AGAINST THEM ARISING OUT OF THEIR
SERVICE TO AND ACTIVITIES ON BEHALF OF THE CORPORATION.
WHEREAS, THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD") HAS DETERMINED
THAT, IN ORDER TO ATTRACT AND RETAIN QUALIFIED INDIVIDUALS, THE COMPANY WILL
ATTEMPT TO MAINTAIN ON AN ONGOING BASIS, AT ITS SOLE EXPENSE, LIABILITY
INSURANCE TO PROTECT PERSONS SERVING THE COMPANY AND ITS SUBSIDIARIES FROM
CERTAIN LIABILITIES.
ALTHOUGH THE FURNISHING OF SUCH INSURANCE HAS BEEN A
CUSTOMARY AND WIDESPREAD PRACTICE AMONG UNITED STATES-BASED CORPORATIONS AND
OTHER BUSINESS ENTERPRISES, THE COMPANY BELIEVES THAT, GIVEN CURRENT MARKET
CONDITIONS AND TRENDS, SUCH INSURANCE MAY BE AVAILABLE TO IT IN THE FUTURE ONLY
AT HIGHER PREMIUMS AND WITH MORE EXCLUSIONS.
AT THE SAME TIME, DIRECTORS,
OFFICERS AND OTHER PERSONS IN SERVICE TO CORPORATIONS OR BUSINESS ENTERPRISES
ARE BEING INCREASINGLY SUBJECTED TO EXPENSIVE AND TIME-CONSUMING LITIGATION
RELATING TO, AMONG OTHER THINGS, MATTERS THAT TRADITIONALLY WOULD HAVE BEEN
BROUGHT ONLY AGAINST THE COMPANY OR BUSINESS ENTERPRISE ITSELF.
THE CERTIFICATE
OF INCORPORATION OF THE COMPANY, AS AMENDED (THE "CHARTER"), REQUIRES
INDEMNIFICATION OF THE OFFICERS AND DIRECTORS OF THE COMPANY.
INDEMNITEE MAY
ALSO BE ENTITLED TO INDEMNIFICATION PURSUANT TO APPLICABLE PROVISIONS OF THE
DELAWARE GENERAL CORPORATION LAW ("DGCL").
THE CHARTER AND THE DGCL EXPRESSLY
PROVIDE THAT THE INDEMNIFICATION PROVISIONS SET FORTH THEREIN ARE NOT EXCLUSIVE,
AND THEREBY CONTEMPLATE THAT CONTRACTS MAY BE ENTERED INTO BETWEEN THE COMPANY
AND MEMBERS OF THE BOARD, OFFICERS AND OTHER PERSONS WITH RESPECT TO
INDEMNIFICATION, HOLD HARMLESS, EXONERATION, ADVANCEMENT AND REIMBURSEMENT
RIGHTS.
WHEREAS, THE UNCERTAINTIES RELATING TO SUCH INSURANCE AND TO INDEMNIFICATION
HAVE INCREASED THE DIFFICULTY OF ATTRACTING AND RETAINING SUCH PERSONS.
WHEREAS, THE BOARD HAS DETERMINED THAT THE INCREASED DIFFICULTY IN ATTRACTING
AND RETAINING SUCH PERSONS IS DETRIMENTAL TO THE BEST INTERESTS OF THE COMPANY'S
STOCKHOLDERS AND THAT THE COMPANY SHOULD ACT TO ASSURE SUCH PERSONS THAT THERE
WILL BE INCREASED CERTAINTY OF SUCH PROTECTION IN THE FUTURE.
WHEREAS, IT IS REASONABLE, PRUDENT AND NECESSARY FOR THE COMPANY CONTRACTUALLY
TO OBLIGATE ITSELF TO INDEMNIFY, HOLD HARMLESS, EXONERATE AND TO ADVANCE
EXPENSES ON BEHALF OF, SUCH PERSONS TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW SO THAT THEY WILL SERVE OR CONTINUE TO SERVE THE COMPANY FREE
FROM UNDUE CONCERN THAT THEY WILL NOT BE SO PROTECTED AGAINST LIABILITIES.
WHEREAS, THIS AGREEMENT IS A SUPPLEMENT TO AND IN FURTHERANCE OF THE CHARTER OF
THE
COMPANY AND ANY RESOLUTIONS ADOPTED PURSUANT THERETO, AND SHALL NOT BE DEEMED A
SUBSTITUTE THEREFOR, NOR TO DIMINISH OR ABROGATE ANY RIGHTS OF