CB RICHARD ELLIS REALTY TRUST
This INDEMNIFICATION AGREEMENT (the “Agreement”) made and entered into this first day of , , by and between CB Richard Ellis Realty Trust, a Maryland real estate investment trust (the “Trust”), and [ ] (the “Indemnitee”).
WHEREAS, it is essential that the Trust be able to retain and attract as trustees and officers the most capable persons available;
WHEREAS, the Trust’s Bylaws permit it to enter into indemnification arrangements and agreements;
WHEREAS, the Trust desires to provide the Indemnitee with specific contractual assurances of the Indemnitee’s rights to full indemnification against litigation risks and expenses (regardless, among other things, of any amendment to or revocation of the Trust’s Bylaws or any change in the ownership of the Trust or the composition of its Board of Trustees) and, to the extent insurance is available, the coverage of the Indemnitee under the Trust’s trustees and officers liability insurance policies; and
WHEREAS, the Indemnitee is relying upon the rights afforded under this Agreement in accepting Indemnitee’s position as a trustee or officer of the Trust.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Trust and Indemnitee do hereby covenant and agree as follows:
(a) “Entity” shall mean any corporation, partnership, limited liability company, joint venture, trust, foundation, association, organization or other legal entity and any group or division of the Trust or any of its subsidiaries.
(b) “Expenses” shall mean all fees, costs and expenses incurred by the Indemnitee in connection with any Proceeding (as defined below), including, without limitation, attorneys’ fees, disbursements and retainers (including, without limitation, any such fees, disbursements and retainers incurred by Indemnitee pursuant to Section 12 of this Agreement), fees and disbursements of expert witnesses, private investigators and professional advisors (including, without limitation, accountants), court costs, transcript costs, fees of experts, travel expenses, duplicating, printing and binding costs, telephone and fax transmission charges, postage, delivery services, secretarial services, and other disbursements and expenses.
(c) “Indemnifiable Expenses,” “Indemnifiable Liabilities” and “Indemnifiable Amounts” shall have the meanings ascribed to those terms in Section 4 below.
(d) “Liabilities” shall mean judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts paid in settlement.
(e) “Proceeding” shall mean any threatened, pending or completed claim, action, suit, arbitration, alternate dispute resolution process, investigation, administrative hearing, appeal, or any other proceeding, whether civil, criminal, administrative or investigative, whether formal or informal, including a proceeding initiated by Indemnitee pursuant to Section 12 of this Agreement to enforce Indemnitee’s rights hereunder.
(f) “Trust Status” describes the status of a person who is serving or has served (i) as a trustee, officer or employee of the Trust, (ii) in any capacity with respect to any employee benefit plan of the Trust, or (iii) as a director, partner, member, trustee, officer, employee, or agent of any other Entity at the request of the Trust.
2. Services of Indemnitee. In consideration of the Trust’s covenants and commitments hereunder, Indemnitee agrees to serve as a trustee or officer of the Trust. However, this Agreement shall not impose any obligation on Indemnitee or the Trust to continue Indemnitee’s service to the Trust beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.
3. Agreement to Indemnify
The Trust shall indemnify Indemnitee, and advance Indemnifiable Expenses to, Indemnitee (a) as specifically provided in this Agreement and (b) otherwise to the fullest extent permitted by Maryland law in effect on the date hereof and as amended from time to time; provided, however, that no change in Maryland law shall have the effect of reducing the benefits available to Indemnitee hereunder based on Maryland law as in effect on the date hereof. The rights of Indemnitee provided in this Section shall include, but shall not be limited to, the rights set forth in the other Sections of this Agreement, including any additional indemnification permitted by Section 2-418(g) of the Maryland General Corporation Law (the “MGCL”).