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Exhibit 10.41
INDEMNIFICATION
AGREEMENT
This INDEMNIFICATION AGREEMENT ("Agreement"),
effective as of ___________, is by and between Frontier Oil
Corporation, a Wyoming corporation ("Company"), and the undersigned
individual ("Individual").
WITNESSETH:
WHEREAS, Company desires to indemnify Individual
against certain losses in order to induce Individual to continue to
serve as a director or officer of Company or of an affiliate of the
Company ("Company Affiliate" which for purposes hereof shall mean
any company or entity that directly or indirectly controls, is
controlled by or is under common control with the
Company);
NOW, THEREFORE, in consideration of the premises
and the mutual benefits to be derived, the parties agree as
follows:
1. Third Party
Proceedings . Company shall indemnify any Individual who was
or is party to or is threatened to be made party to any threatened,
pending or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, whether formal or
informal, any appeal in such action, suit or proceeding, and any
inquiry or investigation that could lead to such an action, suit or
proceeding, (other than an action by or in the right of Company or
a Company Affiliate), (i) by reason of the fact that Individual is
or was a director or officer of Company or a Company Affiliate or
advisory director or officer of Company or Company Affiliate, (ii)
by reason of the activities of Individual in such capacity,
including without limitation by reason of serving at the request of
Company or a Company Affiliate as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan, or other
enterprise, or (iii) any person nominated or designated by (or
pursuant to authority granted by) the board of directors or any
committee thereof to serve in any of the capacities referred to in
clauses (i) and (ii) hereof, against any and all reasonable
expenses (including court costs and attorneys' fees), judgments,
penalties, fines, and reasonable amounts paid in settlement (if
such settlement is approved in advance by a majority of the
directors of Company then in office, with a view to curtailment of
the costs of litigation) actually incurred by Individual in
connection with or in anticipation of such action, suit, or
proceeding, if he conducted himself in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of Company and any Company Affiliate and, with respect to
any criminal action or proceeding, that he had no reasonable cause
to believe that his conduct was unlawful.
2. Proceedings By or in the Right of Company . Company
shall indemnify Individual if Individual was or is a party or is
threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of Company or a Company
Affiliate to procure a judgment in its favor by reason of the fact
that Individual is or was an officer or director of Company or a
Company Affiliate, or by reason of any action or inaction on the
part of Individual while an officer or director of Company or a
Company Affiliate, or by reason of the fact that Individual is or
was serving at the request of Company or a Company Affiliate as a
director, officer, employee or agent of another domestic or foreign
corporation, partnership, joint venture, trust or other enterprise
against expenses (including court costs and attorneys' fees) and,
to the fullest extent permitted by law, amounts paid in settlement,
in each case to the extent actually and reasonably incurred by
Individual in connection with the defense or settlement of such
action or suit if Individual conducted himself in good faith and in
a manner Individual reasonably believed to be in or not opposed to
the best interests of Company, the Company Affiliate and their
shareholders, except that no indemnification shall be made in
respect of any claim, issue or matter as to which Individual shall
have been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to Company or a
Company Affiliate in the performance of Individual's duty to
Company, the Company Affiliate and their shareholders unless and
only to the extent that the court in which such action or suit is
or was pending, or other court of competent jurisdiction, shall
determine upon application that, in view of all the circumstances
of the case, Individual is fairly and reasonably entitled to
indemnity for expenses and then only to the extent that the court
shall determine.
For purposes of section 1 and 2, the termination
of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its
equivalent, is not of itself determinative that Individual did not
conduct himself in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of Company
or a Company Affiliate or, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his
conduct was unlawful.
3. Payments . Upon written request by Individual submitted
to Company in accordance with this section 3, Company shall pay
Individual all amounts he is entitled to receive pursuant to
section 1 or 2 ("Indemnified Amounts"). Each written request for
payment shall include an itemized list setting forth in detail the
dollar amounts expended (or incurred and expected to be expended),
shall be supported by copies of the relevant bills, agreements, and
other documentation, and shall state that he conducted himself in
good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of Company or any Company
Affiliate and, with respect to a criminal action or proceeding,
that he had no reasonable cause to believe that his conduct was
unlawful.
4. Selection of
Counsel . In the event of the commencement
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