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Sample Business Contracts

Indemnification Agreement - Warren Resources Inc.

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                            INDEMNIFICATION AGREEMENT


                  INDEMNIFICATION AGREEMENT made as of___________, by and
between Warren Resources Inc., a New York corporation with its principal office
located at 489 Fifth Avenue, 32nd Floor, New York, New York (the "Corporation"),
and _________________________, an Officer and/or Director of the Corporation
residing at ___________________ (the "Indemnitee").


                              W I T N E S S E T H :

     WHEREAS,  the  Corporation  seeks to attract  and  retain the most  capable
persons available to serve as its directors and officers; and

     WHEREAS,  such persons  require  substantial  protection  against  personal
liability arising out of their faithful service to the Corporation;

     WHEREAS,  the Corporation and the Indemnitee  believe it desirable to enter
into  agreements  to  reflect   indemnification   and  advancement  of  expenses
arrangements; and

     WHEREAS, in recognition of the Corporation's  desire to retain the services
of  the  Indemnitee  and  in  furtherance  of  the  Corporation's   policy,  the
Corporation  desires to provide the Indemnitee with the right to indemnification
and  advancement of expenses and the  Indemnitee  desires to receive such right,
all upon the terms and subject to the conditions contained herein;

     NOW,   THEREFORE,   in  consideration  of  the  foregoing   premises,   the
Indemnitee's  continued  service to the  Corporation  and the  mutual  covenants
contained herein, the parties hereby agree as follows:

     1. Certain Terms Defined.  As used in this  Agreement,  the following terms
shall have the following meanings:

     (a) The term "Affiliated  Entity" shall mean any corporation of any type or
kind, domestic or foreign, or any partnership,  joint venture, limited liability
company,  trust,  employee benefit plan or other enterprise which the Indemnitee
served in any capacity at the request of the Corporation.

     (b) The term "Action" shall mean any action or  proceeding,  whether civil,
criminal,  administrative or investigative, and including one by or in the right
of the  Corporation or by or in the right of any other  Affiliated  Entity which
the Indemnitee served in any capacity at the request of the Corporation.


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     (c) The term "Agreement" shall mean this Indemnification  Agreement, as the
same may be amended from time to time.

     (d) The term "Board" shall mean the Board of Directors of the Corporation.


     2.  Right  to  Indemnification.  Subject  to the  terms  set  forth in this
Agreement,  the Corporation  shall indemnify the Indemnitee if the Indemnitee is
made,  or is  threatened to be made, a party to any Action by reason of the fact
that the  Indemnitee  is or was a director  or officer  of the  Corporation,  or
served another  Affiliated  Entity in any capacity,  against  judgments,  fines,
amounts paid in settlement and reasonable  expenses,  including attorneys' fees,
incurred as a result of such Action or any appeal therein.

     3. Limitation on  Indemnification.  The Indemnitee shall not be entitled to
indemnification  under  Section  2 if a  judgment  or other  final  adjudication
adverse  to the  Indemnitee  establishes  that (i) the  Indemnitee's  acts  were
committed  in bad faith or were the result of active and  deliberate  dishonesty
and, in either case,  were  material to the cause of action so  adjudicated,  or
(ii) the  Indemnitee  personally  gained  in fact a  financial  profit  or other
advantage to which the Indemnitee was not legally entitled.

     4. Advances of Expenses. (a) At the written request of the Indemnitee,  the
Corporation  will advance to the Indemnitee the expenses  (including  attorneys'
fees) incurred by the Indemnitee in defending any Action in advance of the final
disposition of such Action.

     (a) The  Indemnitee  hereby  agrees and  undertakes  to repay such advanced
amounts  (or  appropriate  portions  thereof)  as  to  which  it  ultimately  is
determined that the Indemnitee was not entitled;  provided that this undertaking
shall be effective  only if and to the extent that,  by law, it must be enforced
as a condition to the receipt by the Indemnitee of advanced  expenses under this
Section.

     5. Payment by Corporation.  The Corporation  shall pay the  indemnification
requested  under  Section 2 and advance the expenses  requested  under Section 4
promptly  following  receipt  by the  Corporation  of the  Indemnitee's  written
request  therefor  and, in any event,  no later than thirty (30) days after such
receipt (in the case of  requested  indemnification)  or fifteen (15) days after
such receipt (in the case of requested advanced expenses).

     6.  Enforcement.  (a) The right of the  Indemnitee to  indemnification  and
advancement of expenses  provided by this Agreement  shall be enforceable by the
Indemnitee  in any  court  of  competent  jurisdiction.  In such an  enforcement
action, the burden shall be on the Corporation to prove that the indemnification
and  advancement  of  expenses  being  sought are not  appropriate.  Neither the
failure  of  the  Corporation  to  determine  whether   indemnification  or  the
advancement  of  expenses  is  proper  in  the   circumstances   nor  an  actual
determination  by  the  Corporation  thereon  adverse  to the  Indemnitee  shall
constitute a defense to the action or create a presumption  that the  Indemnitee
is not so entitled.

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     (b) Without limiting the scope of  indemnification  to which the Indemnitee
is entitled under this  Agreement,  (i) if the Indemnitee has been successful on
the merits or otherwise  in the defense of an Action,  the  Indemnitee  shall be
entitled to  indemnification as authorized in Section 2 and (ii) the termination
of any Action by judgment, settlement,  conviction or plea of nolo contendere or
its equivalent  shall not in itself create a presumption that the Indemnitee has
not  met the  standard  of  conduct  required  for  indemnification  under  this
Agreement.

     (c) The  Indemnitee's  reasonable  expenses  incurred  in  connection  with
successfully   establishing  the  Indemnitee's   right  to   indemnification  or
advancement or expenses,  in whole or in part, in any such proceeding under this
Section also shall be indemnified by the Corporation.

     7.  Non-Exclusivity.  Nothing  contained in this Agreement  shall limit the
right to  indemnification  and  advancement  of expenses to which the Indemnitee
would be entitled by law in the  absence of this  Agreement,  or shall be deemed
exclusive of any other rights to which the Indemnitee in seeking indemnification
or  advancement  of expenses may have or  hereafter  be entitled  under any law,
provision of the Certificate of Incorporation,  By-Law, agreement approved by or
resolution of the Board, or resolution of shareholders of the Corporation.

     8.  Subrogation.  (a)  The  Corporation  shall  not be  liable  under  this
Agreement  to make any  payment in  connection  with any claim made  against the
Indemnitee to the extent the Indemnitee has otherwise  actually received payment
(under any  insurance  policy,  By-Law or  otherwise)  of the amounts  otherwise
subject to indemnification or expense advance under this Agreement.

     (b) In the event of payment under this Agreement,  the Corporation shall be
subrogated to the extent of such payment to all of the rights of recovery of the
Indemnitee other than from the Corporation, and the Indemnitee shall execute all
papers  required  and shall do  everything  that may be necessary to secure such
rights,  including  the  execution  of such  documents  necessary  to enable the
Corporation effectively to bring suit to enforce such rights.

     9. Notice of Claim. As a condition precedent to the right to be indemnified
under this Agreement,  the Indemnitee shall give the Corporation  written notice
as soon as  practicable  of any claim  made  against  the  Indemnitee  for which
indemnification  or  expense  advances  will  or  could  be  sought  under  this
Agreement.   In  addition,  the  Indemnitee  shall  give  the  Corporation  such
information and cooperation as the Corporation reasonably may require.

     10.  Severability.  If  this  Agreement  or any  portion  hereof  shall  be
invalidated  or held  unenforceable  on any  ground  by any  court of  competent
jurisdiction, the Corporation nevertheless shall indemnify the Indemnitee to the
fullest extent permitted by any applicable  portion of this Agreement that shall
not have been so invalidated or held unenforceable.


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<PAGE>

     11.   Continuity   of  Rights.   (a)  The  right  of  the   Indemnitee   to
indemnification  and  advancement  of expenses  under this  Agreement  shall (i)
continue  after the  Indemnitee  has ceased to serve in a capacity  which  would
entitle the Indemnitee to indemnification or advancement of expenses pursuant to
this  Agreement  with  respect  to acts or  omissions  occurring  prior  to such
cessation,  (ii) inure to the benefit of the heirs, executors and administrators
of the Indemnitee, (iii) apply with respect to acts or omissions occurring prior
to the execution and delivery of this Agreement to the fullest extent  permitted
by law and  (iv)  survive  any  restrictive  amendment  or  termination  of this
Agreement with respect to events occurring prior thereto.

     (b) The  Corporation  and the  Indemnitee  may be  parties  to an  existing
Indemnification  Agreement entered into prior to the date of this Agreement.  If
so, then upon the  execution  and  delivery  of this  Agreement,  that  existing
Indemnification  Agreement  shall cease to be of any further force and effect as
to any acts or omissions of the Indemnitee occurring thereafter. Notwithstanding
the foregoing,  such existing Indemnification  Agreement shall continue to apply
if and to the extent it would afford Indemnitee greater rights and benefits than
this  Agreement  with  respect  to  acts or  omissions  occurring  prior  to the
execution and delivery of this Agreement.

     12. Proceedings Initiated by Indemnitee.  Other than to the extent provided
in Section 6(c), above, the Indemnitee shall not be entitled to  indemnification
or  advancement  of expenses  under this  Agreement  with  respect to any Action
initiated  by the  Indemnitee,  but shall be  entitled  to  indemnification  and
advancement of expenses with respect to any counterclaim or third-party claim in
any such Action.

     13. Binding Effect. This Agreement shall be binding upon all successors and
assigns of the Corporation (including any transferee of all or substantially all
of its assets and any  successor  by merger or operation of law) and shall inure
to  the   benefit   of  the   heirs,   personal   representatives,   successors,
representatives and estate of the Indemnitee.

     14.  Governing Law. This  Agreement  shall be governed by, and be construed
and enforced in accordance with, the laws of the State of New York applicable to
contracts  made and to be performed in such state,  without giving effect to the
principles of conflicts of laws.

     15. Effect of Headings.  The Section  headings  herein are for  convenience
only and shall not affect the construction hereof.

     16. Notices. (a) Any notice, request or other communication hereunder to or
on behalf of the Corporation or the Indemnitee  shall be in writing and shall be
delivered  to the other  party  hereto at the  address  shown on the first  page
hereof  (in the  case of the  Corporation,  addressed  to the  attention  of the
Board).  Any such  notice,  request  or  other  communication  shall  be  deemed
delivered  one  business  day after sent by  Federal  Express,  Express  Mail or
similar overnight delivery service or, if sent otherwise,  then upon the receipt
thereof at that address.

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     (b) Either address  referred to in the preceding  subsection may be changed
from time to time in the  manner  specified  in the  preceding  subsection,  and
thereafter notices,  requests and other communications shall be delivered to the
most recent address so furnished.

     17.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts.  Each  counterpart  of an agreement so executed shall be deemed an
original,  but all such counterparts  shall together  constitute but one and the
same instrument. In making proof of this Agreement, it shall not be necessary to
produce or account for more than one counterpart.


     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed as of the date first written above.

                                                WARREN RESOURCES INC.

                                                By:
                                                Name:
                                                Title:

                                                INDEMNITEE:

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