INDEMNIFICATION
AGREEMENT
This Indemnification Agreement (this “
Agreement ”), dated effective as of October 16, 2006,
is made by and between Ignis Petroleum Group, Inc., a Nevada
corporation (the " Corporation "), and John M. Glynn ("
Indemnitee ").
RECITALS
A. Indemnitee
is an officer of the Corporation and in such capacity is performing
a valuable service to the Corporation.
B. The
Corporation’s Articles of Incorporation, as amended (the
“ Articles ”) provide for limitation of
liability for directors and officers of the Corporation.
C. The
Corporation’s bylaws, as amended (the “ Bylaws
”), provide that the Corporation shall indemnify to all
directors of the Corporation and may indemnify all officers,
employees and agents of the Corporation for their service in such
capacities.
D. The Nevada
Revised Statutes, as amended (the " NRS ") specifically
provides that indemnification and advancement of expenses provided
in such statute shall not be exclusive of any other rights under
any agreement, and thereby contemplates that agreements may be
entered into between the Corporation and directors, officers,
employees and agents of the Corporation with respect to the
indemnification of such persons.
E. The general
availability of directors' and officers' liability insurance ("
Insurance ") covering certain liabilities which may be
incurred by the Corporation's directors and officers in the
performance of their services to the Corporation and the
applicability, amendment and enforcement of statutory and bylaw
provisions have raised questions concerning the adequacy and
reliability of the protection afforded to directors, officers,
employees and agents.
F. In order to
induce Indemnitee to continue to serve as an officer, employee
and/or agent of the Corporation for the current term and for any
subsequent term to which he or she is appointed or engaged by the
board of directors, the Corporation has deemed it to be in its best
interest to enter into this Agreement with Indemnitee.
The parties
agree as follows:
1.
Definitions . As used in this Agreement, the following terms
shall have the following meanings:
(a) Change
in Control . A " Change in Control " shall be deemed to
have occurred if (i) any " person " (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the “ 34 Act ”) is or becomes the "
beneficial owner " (as such term is defined in Rule l3d-3
under the 34 Act), directly or indirectly, of securities of the
Corporation representing 25% or more of the combined voting power
of the outstanding securities of the Corporation (other than (A) a
person owning 25% or more as of the date of this Agreement, (B) a
person who becomes the owner of 25% or more by reason of the
Corporation's acquisition of outstanding shares of the
Corporation's stock, or (C) a trustee or other fiduciary holding
securities under an employee benefit plan of the Corporation), or
(ii) during any period of two consecutive years, individuals who at
the beginning of such period constitute the board of directors of
the Corporation and any new director whose election by the board of
directors or nomination for election by the Corporation's
stockholders was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors at the
beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to
constitute a majority thereof, or (iii) the stockholders of the
Corporation approve either: (x) a merger or consolidation of the
Corporation with any other entity (other than a merger or
consolidation which would result in the voting securities of the
Corporation outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least 80% of the
combined voting power of the voting securities of the Corporation
or such surviving entity outstanding immediately after such merger
or consolidation), (y) a plan of complete liquidation of the
Corporation or (z) an agreement or agreements for the sale or
disposition, in a single transaction or series of related
transactions, by the Corporation of all or substantially all of the
property and assets of the Corporation. Notwithstanding the
foregoing, events otherwise constituting a Change in Control in
accordance with the foregoing shall not constitute a Change in
Control if such events are solicited by the Corporation and are
approved, recommended or supported by the board of directors of the
Corporation in actions taken prior to, and with respect to, such
events.
(b)
Reviewing Party . A " Reviewing Party " means (i) the
board of directors or a committee of directors of the Corporation,
who are not officers, appointed by the board of directors, provided
that a majority of such directors are not parties to the claim in
question, or (ii) special, independent counsel selected and
appointed by the board of directors or by a committee of directors
of the Corporation who are not officers.
2.
Indemnification of Indemnitee . The Corporation hereby
agrees that it shall hold harmless, indemnify and defend Indemnitee
to the fullest extent authorized and permitted by (i) the
provisions of the Articles and Bylaws and the provisions of the
NRS, or by any amendment thereof, but in the case of any such
amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than the
Articles, Bylaws or NRS permitted the Corporation to provide prior
to such amendment or (ii) any other statutory provisions
authorizing or permitting such indemnification which are adopted
after the date hereof.
(a)
Insurance Policies . So long as Indemnitee may be subject to
any possible claim or threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that Indemnitee is or was a
director, officer, employee or agent to the extent that the
Corporation maintains one or more insurance policy or policies
providing directors' and officers' liability insurance, Indemnitee
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 director or officer then serving the Corporation.
(b)
Maintenance of Insurance . The Corporation shall not be
required to maintain the Insurance on any policy or policies of
comparable insurance, as the case may be, if such insurance is not
reasonably available or if, in the reasonable business judgment of
the board of directors of the Corporation which shall be
conclusively established by such determination by the board of
directors, or any appropriate committee thereof, either (i) the
premium cost for such insurance is substantially disproportionate
to the amount of coverage thereunder or (ii) the coverage provided
by such insurance is so limited by exclusions that there is
insufficient benefit from such insurance.
4.
Additional Indemnification . Subject only to the exclusions
set forth in Section 5 hereof, the Corporation hereby agrees that
it shall hold harmless, indemnify and defend Indemnitee:
(a) against any
and all expenses, including reasonable attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably
incurred by Indemnitee in connection with any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, including an action by or on
behalf of stockholders of the Corporation or by or in the right of
the Corporation, to which Indemnitee is, was or at any time becomes
a party, or is threatened to be made a party, by reason of the fact
that Indemnitee is, was or at any time becomes a director, officer,
employee or agent of the Corporation, or is or was serving or at
any time serves at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise; and
(b) otherwise to
the fullest extent as may be provided to Indemnitee by the
Corporation under the NRS.
5.
Limitations on Additional Indemnification . No
indemnification pursuant to this Agreement shall be paid by the
Corporation:
(a) in respect
to any transaction if it shall be determined by the Reviewing
Party, or by final judgment or other final adjudication, that
Indemnitee derived an improper personal benefit;
(b) in respect
to the return by Indemnitee of any remuneration paid to Indemnitee
if it shall be determined by the Reviewing Party, or by final
judgment or other final adjudication, that such remuneration was
not approved by the stockholders of the Corporation and was thereby
in violation of law;
(c) on account
of Indemnitee's conduct which is determined by the Reviewing Party,
or by final judgment or other final adjudication, to have involved
acts or omissions not in good faith or which Indemnitee did not
reasonably believe to be in or not opposed to the best interests of
the Corporation, intentional or willful misconduct, fraud or a
knowing violation of law; or
(d) if the
Reviewing Party or a court having jurisdiction in the matter shall
determine that such indemnification is in violation of the
Articles, the Bylaws or law.
6.
Advancement of Expenses . In the event of any threatened or
pending action, suit or proceeding in which Indemnitee is a party
or is involved and which may give rise to a right of
indemnification under this Agreement, following written request to
the Corporation by Indemnitee, the Corporation shall promptly pay
to Indemnitee amounts to cover expenses incurred by Indemnitee in
such proceeding in advance of its final disposition upon the
receipt by the Corporation of (i) a written undertaking executed by
or on behalf of Indemnitee to repay the advance if it shall
ultimately be determined that Indemnitee is not entitled to be
indemnified by the Corporation as provided in th
