Exhibit 10.1
INDEMNIFICATION AGREEMENT
SCOTT'S LIQUID GOLD-INC.
This Agreement is made and entered
into as of February 24, 2009
between Scott's Liquid Gold-Inc., a Colorado corporation (the
"Corporation"), and Brian L. Boberick of Denver, Colorado
("Officer").
RECITALS:
A. At the request of the
Corporation, Officer currently serves as
an executive officer of the Corporation (as defined below).
As such,
Officer may be subjected to claims, suits or proceedings.
B. Officer has indicated that it was
and is a condition of
Officer's acceptance and continuing in such service that, among
other
things, the Corporation agrees to indemnify Officer against
liabilities,
expenses and costs incurred in connection with any such claims,
suits
or proceedings, in accordance with, and to the fullest extent
permitted
by, the Colorado Business Corporation Act; and
C. The Corporation's Articles of
Incorporation and the Colorado
Business Corporation Act contemplate that contracts may be made
between
the Corporation and officers with respect to indemnification.
AGREEMENT:
Now, therefore, in consideration of
Officer's acceptance and
continuation of service as an executive officer after the date of
this
Agreement, and in consideration of the mutual covenants stated
herein,
the parties agree as follows:
1. Definitions. As used in this Agreement, the following
terms have the
following meanings:
(a) Act. The term "Act" means
the Colorado Business Corporation
Act as it exists on the date of this Agreement and as it may be
hereafter
amended from time to time. In the case of any amendment of
the Colorado
Business Corporation Act after the date of this Agreement, when
used in
reference to an act or omission occurring prior to effectiveness of
such
amendment, the term "Act" shall include such amendment only to the
extent
that the amendment permits the Corporation to provide broader
indemnification rights than the Colorado Business Corporation
Act
permitted the Corporation to provide at the date of this Agreement
and
prior to the amendment.
(b) Officer. As used in
reference to a position of Officer, the
term "executive officer" means an executive officer of the
Corporation
and, while an executive officer of the Corporation, Officer's
serving
at the Corporation's request as a director, officer, agent,
associate,
employee, fiduciary, manager, member, partner, promoter, or a
trustee
of, or holding a similar position with, any corporation,
partnership,
joint venture, trust, other enterprise or person or employee
benefit
plan. The term "executive officer" also includes, unless the
context
otherwise requires, the estate or personal representative of an
executive officer. The term "executive officer" shall also
include
any such broader definition of officer as may be provided in the
Act
with amendments after the date of this Agreement.
(c) Proceeding. The term
"proceeding" means any threatened,
pending or completed action, suit or proceeding whether civil,
criminal,
administrative or investigative, and whether formal or
informal.
2. Agreement to Indemnify. The Corporation shall indemnify,
and keep
indemnified, Officer in accordance with, and to the fullest
extent
permitted and/or required by, the Act from and against any
judgments,
penalties, fines (including but not limited to ERISA excise
taxes),
amounts paid in settlement and reasonable expenses (including but
not
limited to expenses of investigation and preparation and fees
and
disbursements of Officer's counsel, accountants or other
experts)
actually incurred by Officer in connection with any proceeding in
which
Officer was or is made a party or was or is involved (for example,
as a
witness) because Officer is or was an executive officer of the
Corporation.
3. Insurance. So long as Officer may be subject to any
possible
proceeding by reason of the fact that Officer is or was an
executive
officer of the Corporation, to the extent the Corporation maintains
an
insurance policy or policies providing directors' and officers'
liability insurance, Officer shall be covered by such policy or
policies, in accordance with its or their terms, to the maximum
extent
of the coverage applicable to any then current executive officer of
the
Corporation.
4. Advances. In the event of any proceeding in which Officer
is a
party or is involved and which may give rise to a right of
indemnification from the Corporation pursuant to this
Agreement,
following written request to the Corporation by Officer, the
Corporation
shall pay to Officer, in accordance with and to the fullest
extent
permitted and/or required by the Act, amounts to cover
reasonable
expenses incurred by Officer in such proceeding in advance of its
final
disposition upon receipt of (a) a written affirmation by Officer
of
Officer's good faith belief that Officer has met any applicable
standard
of conduct;
(b) a written undertaking executed by or on behalf of Officer to
repay
the advance if it shall ultimately be determined that Officer did
not
meet such standard of conduct; and (c) satisfactory evidence as
to
the amount of such expenses.
5. Burden of Proof. If under applicable law, the entitlement
of Officer
to be indemnified or advanced expenses hereunder depends upon
whether a
standard of conduct has been met, the burden of proof of
establishing
that Officer did not act in accordance with such standard shall
rest
with the Corporation. Officer shall be presumed to have acted
in
accordance with such standard and to be entitled to indemnification
or
the advancement of expenses (as the case may be) unless, based upon
a
preponderance of the evidence, it shall be determined that Officer
has
not met such standard. Such determination and any evaluation
as to the
reasonableness of amounts claimed by Officer shall be made by the
Board
of Directors of the Corporation or such other body or persons as
may be
permitted by the Act. For purposes of this Agreement, unless
otherwise
expressly stated, the
