|
EXHIBIT 10.2
INDEMNIFICATION AGREEMENT
INDEMNIFICATION AGREEMENT ,
dated as of the 9th day of August 2006, by and between Western
Goldfields, Inc., an Idaho corporation with its principal office
located at 6502 E. Highway 78, Brawley, CA 92227 (the "Company"),
and __________, a director and/or officer of the Company residing
at _________________ (the "Indemnitee").
W I T N E S S E T H :
WHEREAS , the Company seeks to
attract and retain the most capable persons available to serve as
its directors and officers; and
WHEREAS , such persons require
substantial protection against personal liability arising out of
their faithful service to the Company; and
WHEREAS , the Company and the
Indemnitee believe it desirable to enter into agreements to reflect
indemnifi-cation and advancement of expenses arrangements;
and
WHEREAS , in recognition of the
Company's desire to retain the services of the Indemnitee and in
furtherance of the Company's policy, the Company desires to provide
the Indemnitee with the right to indemnification and advancement of
expenses and the Indemnitee desires to receive such right, all upon
the terms and subject to the conditions contained herein;
and
NOW, THEREFORE , in
consideration of the foregoing premises, the Indemnitee's continued
service to the Company and the mutual covenants contained herein,
the parties hereby agree as follows:
1. Certain Terms
Defined . As used in this Agreement, the following terms
shall have the following meanings:
(a) The term
"Action" shall mean any action or proceeding, whether civil,
criminal, administrative or investigative, and including, but not
limited to, one by or in the right of the Company or by or in the
right of any other Entity, which the Indemnitee served in any
capacity at the request of the Company.
(b) The term
"Agreement" shall mean this Indemnification Agreement, as the same
may be amended from time to time.
(c) The term
"Entity" shall mean any company of any type or kind, domestic or
foreign, or any partnership, limited liability company, joint
venture, trust, employee benefit plan or any other enterprise or
entity.
2. Indemnification . Subject to the terms set forth in this
Agreement, the Company shall defend, indemnify and save harmless
the Indemnitee if the Indemnitee is made, or is threatened to be
made, a party to any Action or a witness on behalf of the Company
or any affiliate thereof, in any Action, by reason of the fact that
the Indemnitee (or the Indemnitee's testator or intestate) served
as a member on the Board of Directors of the Company, served as an
officer of the Company, or served another Entity in any capacity at
the request of the Company, against judgments, fines, amounts paid
in settlement and expenses, including reasonable attorneys' fees
and expenses and costs of investigation, incurred as a result of
such Action or any appeal relating thereto.
3. Limitation on Indemnification . The Indemnitee shall be
entitled to indemnification under Section 2 except if a judgment or
other final adjudication adverse to the Indemnitee establishes that
(i) the Indemnitee's acts were committed in bad faith, by gross
negligence or were the result of active and deliberate dishonesty
and, in either case, were material to the cause of action so
adjudicated, or (ii) as a result of such acts, the Indemnitee
personally gained in fact a financial profit or other advantage to
which the Indemnitee was not legally entitled.
4. Partial
Indemnification . Except as otherwise provided in Section 3,
if the Indemnitee is only partially successful in the defense,
investigation, settlement or appeal of any Action described in
Section 2 hereof, and as a result is not entitled under Section
7(b) hereof to indemnification by the Company for the total amount
of the expenses (including reasonable attorneys’ fees and
expenses), costs, judgements, penalties, fines, and amounts paid in
settlement actually and reasonably incurred by him, the Company
shall nevertheless indemnify the Indemnitee, as a matter of right
pursuant to Section 7(b) hereof, to the extent the Indemnitee has
been partially successful.
5. Advances
of Expenses . (a) At the written request of the Indemnitee,
the Company will advance to the Indemnitee the expenses (including
reasonable attorneys' fees and expenses and costs of investigation)
incurred by the Indemnitee in defending any Action in advance of
the final disposition of such Action.
(b) The Indemnitee
hereby agrees and undertakes to repay such advanced amounts (or
appropriate portions thereof) if a court of competent jurisdiction
ultimately determines that the Indemnitee was not entitled to such
amounts.
6. Payment
by Company . The Company shall pay the indemnification
requested under Section 2 and advance the expenses requested under
Section 5 promptly following receipt by the Company of the
Indemnitee's written request therefor and, in any event, no later
than five (5) days after such receipt.
7. Enforcement . (a) The right of the Indemnitee to
indemnification and advancement of expenses provided by this
Agreement shall be enforceable by the Indemnitee in any court of
competent jurisdiction. In such an enforcement action, the burden
shall be on the Company to prove that the indemnification and
advancement of expenses being sought are not appropriate. Neither
the failure of the Company to determine whether indemnification or
the advancement of expenses is proper in the circumstances nor an
actual determination by the Company thereon adverse to the
Indemnitee shall constitute a defense to the action or create a
presumption that the Indemnitee is not so entitled.
-2-
(b) Without limiting
the scope of indemnification to which the Indemnitee is
entitled
| 
