Exhibit
10.3
INDEMNIFICATION
AGREEMENT
THIS INDEMNIFICATION AGREEMENT (the
“Agreement”), dated as of ________, 200_, is made by
and between InnSuites Hospitality Trust (“Indemnitor”
or “Trust”) and _________________, a _______ of
InnSuites Hospitality Trust (“Indemnitee”).
WITNESSETH
:
WHEREAS, Indemnitee is [a Trustee and a member
of a committee of the Board of Indemnitor] [an executive officer of
the Indemnitor].
WHEREAS, in consideration of Indemnitee serving
as such [committee member and Trustee] [executive officer], the
Indemnitor has agreed to indemnify the Indemnitee with respect to
certain liabilities resulting from such service (the
“Indemnified Obligations”).
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound hereby, Indemnitor
agrees as follows:
1.
Indemnity .
The Trust shall
indemnify Indemnitee against all liabilities and expenses,
including amounts paid in satisfaction of judgments, in compromise
or as fines and penalties, and counsel fees, reasonably incurred by
him in connection with the defense or disposition of any action,
suit or other proceeding by the Trust or any other person, whether
civil or criminal, in which he may be involved or with which he may
be threatened, while in office or thereafter, by reason of his
being or having been such a Trustee, officer, employee or agent,
except in respect of any matter as to which he shall have been
adjudicated to have acted in bad faith or with willful misconduct
or reckless disregard of his duties or gross negligence or not to
have acted in good faith in the reasonable belief that his action
was in the best interests of the Trust; provided, however, that as
to any matter disposed of by a compromise payment by Indemnitee
pursuant to a consent decree or otherwise, no indemnification
either for said payment or for any other expenses shall be provided
unless the Trust shall have received a written opinion from counsel
approved by the Trust to the effect that if the foregoing matters
had been adjudicated, they would likely have been adjudicated in
favor of Indemnitee or unless a meeting of the Trustees at which a
quorum consisting of Trustees who are not parties to or threatened
with such action, suit or other proceeding shall make such a
determination. The rights accruing to Indemnitee under this
Agreement shall
