March __, 2009
Exhibit 99.2
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March __,
2009
_______________
_______________
_______________
Re: ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ Holding, Inc.
Dear:
Thank you
for agreeing to serve as a nominee for election to the Board of Directors of
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Holding, Inc. (the “Company”) in connection with the proxy
solicitation that KarpReilly Capital Partners, L.P. (“KarpReilly LP”), and
certain of its affiliates, are considering undertaking to nominate and elect
directors at the Company’s 2009 annual meeting of stockholders, or any other
meeting of stockholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the
“Solicitation”). Your outstanding qualifications, we believe, will
prove a valuable asset to the Company and all of its
stockholders. This letter agreement will set forth the terms of our
agreement.
KarpReilly
LP agrees to indemnify and hold you harmless against any and all claims of any
nature, whenever brought, arising from the Solicitation and any related
transactions, irrespective of the outcome; provided, however, that you
will not be entitled to indemnification for claims arising from your gross
negligence, willful misconduct, intentional and material violations of law,
criminal actions or material breach of the terms of this letter agreement; provided further,
that all of KarpReilly LP’s indemnification and other obligations hereunder
shall terminate upon your becoming a director of the Company, except for claims
arising from the Solicitation and any related transactions the basis for which
arose prior to your becoming a director. This indemnification will
include any and all losses, liabilities, damages, demands, claims, suits,
actions, judgments, or causes of action, assessments, costs and expenses,
including, without limitation, interest, penalties, reasonable attorneys’ fees,
and any and all reasonable costs and expenses incurred in investigating,
preparing or defending against any litigation, commenced or threatened, any
civil, criminal, administrative or arbitration action, or any claim whatsoever,
and any and all amounts paid in settlement of any claim or litigation asserted
against, resulting, imposed upon, or incurred or suffered by you, directly or
indirectly, as a result of or arising from the Solicitation and any related
transactions (each, a “Loss”).
In the
event of a claim against you pursuant to the prior paragraph or the occurrence
of a Loss, you shall give KarpReilly LP prompt written notice of such claim or
Loss (provided that failure to promptly notify KarpReilly LP shall not relieve
it from any liability which it may have on account of this letter agreement,
except to the extent KarpReilly LP shall have been materially prejudiced by such
failure). Upon receipt of such written notice, KarpReilly LP will
provide you with counsel to represent you. Such counsel shall be
reasonably acceptable to you. In addition, you will be reimbursed
promptly for all Losses suffered by you and as incurred as provided
herein. KarpReilly LP may not enter into any settlement of loss or
claim without your consent unless such settlement includes a release of you from
any and all liability in respect of such claim and no admission of
fault.
You
hereby agree to keep confidential and not disclose to any party, without the
consent of KarpReilly LP, any confidential, proprietary or non-public
information (collectively, “Information”) of KarpReilly LP or its affiliates,
which you have heretofore obtained or may obtain in connection with your role as
a nominee of KarpReilly LP. Notwithstanding the foregoing,
Information shall not include any information that is publicly disclosed by
KarpReilly LP or its affiliates or any information that you can demonstrate is
now, or hereafter becomes, through no act or failure to act on your part,
otherwise generally known to the public.
Notwithstanding
the foregoing, if you are required by applicable law, rule, regulation or legal
process to disclose any Information you may do so provided that you first
promptly notify KarpReilly LP so that KarpReilly LP or any representative
thereof may seek a protective order or other appropriate remedy or, in
KarpReilly LP’s sole discretion, waive compliance with the terms of this letter
agreement. In the event that no such protective order or other remedy
is obtained or KarpReilly LP does not waive compliance with the terms of this
letter agreement, you may consult with counsel at the cost of KarpReilly LP and
you may furnish only that portion of the Information which you are advised by
counsel is legally required to be so disclosed and you will request that the
party(ies) receiving such Information maintain it as confidential.
All
Information, all copies thereof, and any studies, notes, records, analysis,
compilations or other documents prepared by you containing such Information,
shall be and remain the property of KarpReilly LP and, upon the request of a
representative of KarpReilly LP, all such information shall be returned or, at
KarpReilly LP’s option, destroyed by you, with such destruction confirmed by you
to KarpReilly LP in writing.
This
letter agreement shall be governed by the laws of the State of New York, without
regard to the principles of the conflicts of laws thereof.
* * *
If you
agree to the foregoing terms, please sign below to indicate your
acceptance.
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Very
truly yours,
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By:
KarpReilly GP I, LLC, its general partner
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By:
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Name:
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▇▇▇▇▇
▇. ▇▇▇▇
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Title:
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Manager
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ACCEPTED
AND AGREED:
___________________________
[NOMINEE]