INDEMNIFICATION AGREEMENT
THIS
INDEMNIFICATION AGREEMENT (this "Agreement") is made this ____ day
of
September, 2006, between Evolution Petroleum Corporation, a Nevada
corporation
(the "Company"), and _______________________, an individual
("Indemnitee").
RECITALS
WHEREAS,
Indemnitee is either a member of the board of directors
("Board"
or "Board of Directors"), an officer, an employee or an agent of
the Company, or
more than one of such positions, or is serving at the request of
the Company as
a director, officer, employee or agent of another corporation,
partnership,
joint venture, trust or other enterprise, and in such capacity or
capacities is
performing a valuable service for the Company;
WHEREAS,
the Corporation has adopted bylaws ("Bylaws") providing for the
indemnification of the officers, directors, employees and agents of
the Company
or individuals serving at the request of the Company as directors,
officers,
employees or agents of another corporation, partnership, joint
venture, trust or
other enterprise; ("Covered Persons");
WHEREAS,
the Bylaws and Nevada Revised Statute ("NRS") Sections 78.751
and
78.7502 (the "State Statutes") specifically provide that they are
not exclusive,
and thereby contemplate that agreements may be entered into between
the Company
and a Covered Person with respect to indemnification of such
Covered Person;
WHEREAS,
Indemnitee is willing to serve, to continue to serve, and to
take
on additional service for and on behalf of the Company on the
condition that
Indemnitee is indemnified as set forth in this Agreement;
WHEREAS,
it is intended that Indemnitee shall be paid promptly by the
Company all amounts necessary to effectuate in full the indemnity
provided in
this Agreement; and
WHEREAS,
to induce Indemnitee to continue to serve as a director,
officer,
employee or agent, the Company has determined and agreed to enter
into this
Agreement with Indemnitee.
NOW,
THEREFORE, in consideration of Indemnitee's continued service as
a
director or officer of the Company after the date hereof, and for
other good and
valuable consideration, the receipt and sufficiency of which is
hereby
acknowledged, the Company and Indemnitee hereby agree as
follows:
<PAGE>
AGREEMENT
1.
Indemnification of Indemnitee. The Company hereby agrees to
hold
harmless and indemnify Indemnitee to the fullest extent authorized
or permitted
by the provisions of the State Statutes, or any successor statute
or amendment
thereof, or any other statutory provisions authorizing or
permitting such
indemnification that is adopted after the date of this
Agreement.
2.
Additional Indemnity. Subject only to the exclusions set forth
in
Section 3 of this Agreement, the Company hereby further agrees to
hold harmless,
indemnify and defend Indemnitee:
(a) against any and all expenses (including fees for attorneys,
accountants, private investigators, court and transcript costs,
fees and
expenses of witnesses, travel expenses and all other like
disbursements or
expenses reasonably incurred by or for Indemnitee), judgments
damages, fines,
penalties and amounts paid in settlement (including all interest
assessments and
other charges paid or payable in connection with or in respect of
such judgment,
fines, penalties, or amounts paid in settlement) actually and
reasonably
incurred by or for Indemnitee in connection with any threatened,
pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or
investigative (including an action by or in the right of the
Company)(a "Covered
Action") to which Indemnitee is made a party as a result of the
fact that at the
time of the act or omission which is the subject matter of such
Covered Action
the Indemnitee was a director, officer, employee or agent of the
Company, and
(b) otherwise to the fullest extent as may be provided to
Indemnitee
by the Company under the non-exclusivity provisions the Bylaws of
the Company
and the State Statutes. The provisions of this Agreement are in
addition to, and
not in limitation of, the provisions of such Bylaws and the State
Statutes.
3.
Limitations on Additional Indemnity. No indemnity pursuant to
Sections
1 and 2 of this Agreement shall be paid by the Company to the
extent that:
(a) payment therefor is actually made to Indemnitee under a
valid
and collectible insurance policy or policies, except with respect
to any excess
amount due to Indemnitee beyond the amount of payment to Indemnitee
under such
insurance policy or policies. Notwithstanding the availability of
such insurance
policy or policies, Indemnitee also may claim indemnification from
the Company
pursuant to this Agreement by assigning to the Company in writing
any claims of
Indemnitee under such insurance policy or policies to the extent of
the amount
Indemnitee is paid by the Company;
(b) Indemnitee is indemnified by the Company otherwise than
pursuant
to this Agreement;
(c) final judgment is rendered against Indemnitee for the payment
of
dividends or other distributions to stockholders of the Company in
violation of
the provisions of Subsection 2 of Nevada Revised Statutes ss.
78.300, as
amended;
2
<PAGE>
(d) final judgment is rendered against Indemnitee for an
accounting
of profits made from the purchase or sale by Indemnitee of
securities of the
Company pursuant to the provisions of Section 16(b) of the
Securities Exchange
Act of 1934, as amended (the "Act"), or other similar provisions of
any federal,
state or local statutory law;
(e) Indemnitee's conduct giving rise to the claim for
indemnification is finally adjudged by a court of competent
jurisdiction to have
been a breach of fiduciary duty which involved intentional
misconduct, fraud or
a knowing violation of the law; and/or
(f) except as otherwise provided in this Agreement, in
connection
with all or any part of a suit or other proceeding which is
initiated or
maintained by or on behalf of Indemnitee, or any suit or other
proceeding by
Indemnitee against the Company or its directors, officers,
employees or other
agents, unless (i) such indemnification is expressly required by
Nevada law;
(ii) the suit or other proceeding was expressly authorized by an
official act of
the Board of Directors of the Company or (iii) such indemnification
is provided
by the Company, in its sole discretion, pursuant to the powers
vested in the
Company under Nevada law.
4.
Continuation of Indemnity. All agreements and obligations of
the
Company contained in this Agreement shall continue du
