Exhibit 10.1
INDEMNIFICATION
AGREEMENT
THIS INDEMNIFICATION AGREEMENT (the
“Agreement”), dated as of January 4, 2005, is made by
and between InnSuites Hospitality Trust (“Indemnitor”
or “Trust”) and Mason E. Anderson, a Trustee of
InnSuites Hospitality Trust (“Indemnitee”).
WITNESSETH
:
WHEREAS, Indemnitee is a Trustee and
a member of a committee of the Board of Indemnitor.
WHEREAS, in consideration of
Indemnitee serving as such committee member and Trustee, 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 not exclude any
other right to which he may be lawfully entitled; provided,
however, that Indemnitee may satisfy any right of
