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EXHIBIT 10.6
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DIRECTOR AND EXECUTIVE OFFICER INDEMNIFICATION AGREEMENT
This Director and Executive Officer Indemnification Agreement
(the
"Agreement") is made effective as of November 13, 2007, by and
between RedRoller
Holdings, Inc., a Delaware corporation (the "Company") and
[_______________]
(the "Indemnitee").
WHEREAS, Indemnitee performs a valuable service for the Company;
and
WHEREAS, the Company's Certificate of Incorporation (the
"Certificate
of Incorporation") provides for the indemnification of officers
and directors of
the Company to the maximum extent authorized by Section 145 of
the Delaware
General Corporation Law, as amended ("Law"); and
WHEREAS, the Certificate of Incorporation and the Law, by
their
nonexclusive nature, permit contracts between the Company and
the officers or
directors of the Company with respect to indemnification of such
officers or
directors; and
WHEREAS, in accordance with the authorization as provided by the
Law,
the Company may purchase and maintain a policy or policies of
directors' and
officers' liability insurance ("D & O Insurance"), covering
certain liabilities
which may be incurred by its officers or directors in the
performance of their
obligations to the Company; and
WHEREAS, increased corporate litigation has subjected directors
and
officers to litigation risks and expenses, and the limitations
on the
availability of D & O Insurance may make it increasingly
difficult for the
Company to attract and retain such persons; and
WHEREAS, the Company desires to provide Indemnitee with
specific
contractual assurance of Indemnitee's rights to full
indemnification against
litigation risks and expenses (regardless, among other things,
of any amendment
to or revocation of the Certificate of Incorporation or the
Company's By-laws
(the "By-laws") or any change in the ownership of the Company or
the composition
of its Board of Directors); and
WHEREAS, the Company intends that this Agreement provide
Indemnitee
with greater protection than that which is provided by the
Certificate of
Incorporation and By-laws; and
WHEREAS, in order to induce Indemnitee to continue to serve as
an
officer or director of the Company, the Company has determined
and agreed to
enter into this contract with Indemnitee.
NOW, THEREFORE, in consideration of the mutual promises made in
this
Agreement, and for other good and valuable consideration, the
receipt of which
is hereby acknowledged, the Company and Indemnitee hereby agree
as follows:
1. Indemnification.
(a) Third Party Proceedings. The Company shall indemnify
Indemnitee if Indemnitee is or was a party or is threatened to
be made a party
to any threatened, pending or completed action, suit or
proceeding, whether
civil, criminal, administrative or investigative (other than an
action by or in
the right of the Company) by reason of the fact that Indemnitee
is or was a
director, officer, employee or agent of the Company, or any
subsidiary of the
Company, by reason of any action or inaction on the part of
Indemnitee while an
officer or director or by reason of the fact that Indemnitee is
or was serving
at the request of the Company as a director, officer, employee
or agent of
another corporation,
<PAGE>
partnership, joint venture, trust or other enterprise, against
expenses
(including attorneys' fees), judgments, fines and amounts paid
in settlement (if
such settlement is approved in advance by the Company, which
approval shall not
be unreasonably withheld) actually and reasonably incurred by
Indemnitee in
connection with such action, suit or proceeding if Indemnitee
acted in good
faith and in a manner Indemnitee reasonably believed to be in or
not opposed to
the best interests of the Company, and, with respect to any
criminal action or
proceeding, had no reasonable cause to believe Indemnitee's
conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent,
shall not, of itself, create a presumption that Indemnitee did
not act in good
faith and in a manner which Indemnitee reasonably believed to be
in or not
opposed to the best interests of the Company, or, with respect
to any criminal
action or proceeding, that Indemnitee had reasonable cause to
believe that
Indemnitee's conduct was unlawful.
(b) Proceedings by or in the Right of the Company. The
Company
shall indemnify Indemnitee if Indemnitee was or is a party or is
threatened to
be made a party to any threatened, pending or completed action
or proceeding by
or in the right of the Company or any subsidiary of the Company
to procure a
judgment in its favor by reason of the fact that Indemnitee is
or was a
director, officer, employee or agent of the Company, or any
subsidiary of the
Company, by reason of any action or inaction on the part of
Indemnitee while an
officer or director or by reason of the fact that Indemnitee is
or was serving
at the request of the Company as a director, officer, employee
or agent of
another corporation, partnership, joint venture, trust or other
enterprise,
against expenses (including attorneys' fees) and, to the fullest
extent
permitted by law, amounts paid in settlement (if such settlement
is approved in
advance by the Company, which approval shall not be unreasonably
withheld), in
each case to the extent actually and reasonably incurred by
Indemnitee in
connection with the defense or settlement of such action or suit
if Indemnitee
acted in good faith and in a manner Indemnitee reasonably
believed to be in or
not opposed to the best interests of the Company and its
stockholders, except
that no indemnification shall be made in respect of any claim,
issue or matter
as to which Indemnitee shall have been finally adjudicated by
court order or
judgment to be liable to the Company in the performance of
Indemnitee's duty to
the Company and its stockholders unless and only to the extent
that the court in
which such action or proceeding is or was pending shall
determine upon
application that, in view of all the circumstances of the case,
Indemnitee is
fairly and reasonably entitled to indemnity for such expenses
which such court
shall deem proper.
(c) Mandatory Payment of Expenses. To the extent that
Indemnitee has been successful on the merits or otherwise in
defense of any
action, suit or proceeding referred to in Section 1(a) or
Section 1(b) or the
defense of any claim, issue or matter therein, Indemnitee shall
be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by
Indemnitee in connection therewith.
2. No Employment Rights. Nothing contained in this Agreement
is
intended to create in Indemnitee any right to continued
employment.
3. Expenses, Indemnification Procedure.
(a) Advancement of Expenses. The Company shall advance all
expenses incurred by Indemnitee in connection with the
investigation, defense,
settlement or appeal of any civil or criminal action, suit or
proceeding
referred to in Section l(a) or Section 1(b) hereof (including
amounts actually
paid in settlement of any such action, suit or proceeding).
Indemnitee hereby
undertakes to repay such amounts advanced only if, and to the
extent that, it
shall ultimately be determined that Indemnitee is not entitled
to be indemnified
by the Company as authorized hereby.
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(b) Notice/Cooperation by Indemnitee. Indemnitee shall, as a
condition precedent to his or her right to be indemnified under
this Agreement,
give the Company notice in writing as soon as practicable of any
claim made
against Indemnitee for which indemnification will or could be
sought under this
Agreement. Notice to the Company shall be directed to the Chief
Executive
Officer of the Company and shall be given in accordance with the
provisions of
Section 12(d) below. In addition, Indemnitee shall give the
Company such
information and cooperation as it may reasonably require and as
shall be within
Indemnitee's power.
(c) Procedure. Any indemnification and advances provided for
in Section 1 and this Section 3 shall be made no later than
thirty (30) days
after receipt of the written request of Indemnitee. If a claim
under this
Agreement, under any statute, or under any provision of the
Certificate of
Incorporation or By-laws providing for indemnification, is not
paid in full by
the Company within thirty (30) days after a written request for
payment thereof
has first been received by the Company, Indemnitee may, but need
not, at any
time thereafter bring an action against the Company to recover
the unpaid amount
of the claim and, subject to Section 11 of this Agreement,
Indemnitee shall also
be entitled to be paid for the expenses (including attorneys'
fees) of bringing
such action. It shall be a defense to any such action (other
than an action
brought to enforce a claim for expenses incurred in connection
with any action,
suit or proceeding in advance of its final disposition) that
Indemnitee has not
met the standards of conduct which make it permissible under
applicable law for
the Company to indemnify Indemnitee for the amount claimed, but
the burden of
proving such defense shall be on the Company and Indemnitee
shall be entitled to
receive interim payments of expenses pursuant to Section 3(a)
unless and until
such defense may be finally adjudicated by court order or
judgment from which no
further right of appeal exists. It is the parties' intention
that if the Company
contests Indemnitee's right to indemnification, the question of
Indemnitee's
right to indemnification shall be for the court to decide, and
neither the
failure of the Company (including its Board of Directors, any
committee or
subgroup of the Board of Directors, independent legal counsel,
or its
stockholders) to have made a determination that indemnification
of Indemnitee is
proper in the circumstances because Indemnitee has met the
applicable standard
of conduct required by applicable law, nor an actual
determination by the
Company (including its Board of Directors, any committee or
subgroup of the
Board of Directors, independent legal counsel, or its
stockholders) that
Indemnitee has not met such applicable standard of conduct,
shall create a
presumption that Indemnitee has or has not met the applicable
standard of
conduct.
(d) Notice to Insurers. If, at the time of the receipt of a
notice of a claim pursuant to Section 3(b) hereof, the Company
has director and
officer liability insurance in effect, the Company shall give
prompt notice of
the commencement of such proceeding to the insurers in
accordance with the
procedures set forth in the respective policies. The Com
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