EX-99.4 5 ex994to13d07738mod_09292010.htm INDEMNIFICATION AGREEMENT ex994to13d07738mod_09292010.htm
Exhibit 99.4
 
October 7, 2010
 

 
Jeffrey J. Fenton
604 Whispering Pines Drive
Pittsburgh, Pennsylvania 15238
 
Re:           ModusLink Global Solutions, Inc.
 
Dear Mr. Fenton:
 
Thank you for agreeing to serve as a nominee for election to the Board of Directors of ModusLink Global Solutions, Inc. (the “Company”) in connection with the proxy solicitation that LCV Capital Management, LLC and Raging Capital Management, LLC (the “Indemnifying Parties”) are considering undertaking to nominate and elect directors at the Company’s 2010 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 will set forth the terms of our agreement and shall replace any prior agreements entered into between you and LCV Capital Management with respect to the Company and the Solicitation.
 
The Indemnifying Parties agree to indemnify and hold you harmless against any and all claims of any nature 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, provision to the Indemnifying Parties of false or misleading information (including false or misleading information on any questionnaire you are requested to complete by the Indemnifying Parties), or material breach of the terms of this letter agreement; provided further, that all of the Indemnifying Parties’ indemnification and other obligations hereunder shall terminate upon your becoming a director of the Company.  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 for 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 the Indemnifying Parties prompt written notice of such claim or Loss (provided that failure to promptly notify the Indemnifying Parties shall not relieve them from any liability which they may have on account of this letter agreement, except to the extent the Indemnifying Parties shall have been materially prejudiced by such failure).  Upon receipt of such written notice, the Indemnifying Parties 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.  The Indemnifying Parties 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 Loss or claim.  Notwithstanding anything to the contrary set forth in this letter agreement, the Indemnifying Parties shall not be responsible for any fees, costs or expenses of separate legal counsel retained by you without the Indemnifying Parties’ prior written approval.  In addition, you agree not to enter into any settlement of Loss or claim without the written consent of the Indemnifying Parties, which consent will not be unreasonably withheld.
 
 
 

 
 
You hereby agree to keep confidential and not disclose to any party, without the consent of the Indemnifying Parties, any confidential, proprietary or non-public information (collectively, “Information”) of the Indemnifying Parties, their affiliates or members of any group of with respect to the Solicitation which you and the Indemnifying Parties are members (the “Group”), which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder.  Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by the Indemnifying Parties or their affiliates or members of the Group 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 the Indemnifying Parties so that the Indemnifying Parties may seek a protective order or other appropriate remedy or, in the Indemnifying Parties’ discretion, waive compliance with the terms of this letter agreement.  In the event that no such protective order or other remedy is obtained or the Indemnifying Parties do not waive compliance with the terms of this letter agreement, you may consult with counsel at the cost of the Indemnifying Parties 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 the Indemnifying Parties and, upon the request of a representative of the Indemnifying Parties, all such information shall be returned or, at the Indemnifying Parties’ option, destroyed by you, with such destruction confirmed by you to the Indemnifying Parties 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.
 
 
 

 
 
This letter agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.
 
  Very truly yours,
   
   
 
LCV CAPITAL MANAGEMENT, LLC
   
 
By:
/s/ Lodovico de Visconti
   
Name:
Lodovico de Visconti
   
Title:
Managing Member


 
RAGING CAPITAL MANAGEMENT, LLC
   
 
By:
/s/ William C. Martin
   
Name:
William C. Martin
   
Title:
Managing Member
 
 
ACCEPTED AND AGREED:
 
 
 
/s/ Jeffrey J. Fenton
JEFFREY J. FENTON