This Indemnification Agreement (this Agreement) is entered into as of , 20 by and between Fox Corporation, a Delaware corporation (the Company), and  (the Indemnitee).
WHEREAS, the Board of Directors of the Company (the Board) has determined that the inability to attract and retain qualified persons as directors would be detrimental to the best interests of the Company and its stockholders, and that the Company should act to assure such persons that there is adequate certainty of protection through indemnification against risks of claims and actions against them arising out of their service to, and activities on behalf of, the Company;
WHEREAS, the Company has adopted provisions in its Amended and Restated By-laws (the By-laws) providing for the indemnification and advancement of expenses of its directors to the fullest extent permitted by the laws of the State of Delaware;
WHEREAS, Section 145 of the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (the DGCL), empowers the Company to indemnify its directors and persons who serve, at the request of the Company, as directors, officers, employees or agents of other corporations or enterprises, and expressly provides that the indemnification provided by Section 145 of the DGCL is not exclusive; and
WHEREAS, the Company desires and has requested the Indemnitee to serve or continue to serve as a director of the Company free from undue concern for claims for damages arising out of or related to such service to or on behalf of the Company.
NOW, THEREFORE, each party hereto, intending to be legally bound hereby, agrees as follows:
1. Indemnification and Expenses.
(a) Indemnification. If the Indemnitee is made a party to or is threatened to be made a party to or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a Proceeding), by reason of the fact that he or she is or was a director of the Company or any of the Companys direct or indirect subsidiaries or is or was serving at the request of the Company as a director or officer of any other corporation or of a partnership, limited liability company, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan, or in any other capacity, whether the basis of such Proceeding is alleged action in such persons official capacity or in any other capacity while holding such office, the Indemnitee shall be indemnified and held harmless by the Company to the fullest extent authorized by the DGCL against all expense, liability, and loss (including attorneys fees, judgments, fines, excise or other taxes assessed with respect to an employee benefit plan, penalties, and amounts paid in settlement) reasonably incurred or suffered by the Indemnitee in connection therewith, and such indemnification shall continue as to the Indemnitee if he or she has ceased to serve as a