Exhibit 10.10
INDEMNIFICATION AGREEMENT
AGREEMENT,
effective as of September 20, 2006, between China Mobility
Solutions, Inc., a Florida corporation (the
“Company”), and [insert name of Officer and/or
Director] (the “Indemnitee”)
WHEREAS,
it is essential to the Company to retain and attract as
directors and officers the most capable persons
available;
WHEREAS,
Indemnitee is a director or officer of the
Company;
WHEREAS,
both the Company and Indemnitee recognize the increased risk
of litigation and other claims being asserted against
directors and officers of public companies in today’s
environment;
WHEREAS,
Article V and Article VII of the Bylaws off the Company
require the Company to indemnify and advance expenses to its
directors and officers to the fullest extent permitted by law
and the Indemnitee has been serving and continues to serve as
a director or officer of the Company in part in reliance on
such Bylaws;
WHEREAS,
the Bylaws of the Company and the Florida Revised Statutes
each provide that the indemnification provided herein shall
not be exclusive;
WHEREAS,
in recognition of Indemnitee’s need for substantial
protection against personal liability in order to enhance
Indemnitee’s continued service to the Company in as
effective manner, the Company wishes to provide in this
Agreement for the indemnification of and the advancing of
expenses to Indemnitee to the fullest extent (whether partial
or complete) permitted by law and as set forth in this
Agreement, and, to the extent insurance is maintained, for the
continued coverage of Indemnitee under the Company’s
directors’ and officers’ liability insurance
policies;
NOW,
THEREFORE, in consideration of the premises and of Indemnitee
continuing to serve the Company directly or, at its request,
another enterprise, and intending to be legally bound hereby,
the parties hereto agree as follows:
1. Certain Definitions:
(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),
other than a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or a corporation
owned directly or indirectly by the stockholders of the
Company in substantially the same proportions as their
ownership of stock of the Company, is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under
said Act), directly or indirectly, of securities of the
Company representing 20% or more off the total voting power
represented by the Company’s then outstanding Voting
Securities, or (ii) during any period of two consecutive
years, individuals who at the beginning of such period
constitute the Board of Directors of the Company and any new
director whose election by the Board of. Directors or
nomination for election by the Company’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 Company approve a merger or consolidation of the Company
with any other corporation, other than a merger or
consolidation which would result in the Voting Securities of
the Company 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 total voting power represented by the Voting
Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the
stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition by the Company of ‘(in one transaction or a
series of transactions) all or substantially all the
Company’s assets.
(b)
Claim: any threatened, pending or completed action, suit or
proceeding, or arty inquiry or investigation, whether
instituted by the Company or any other party, that Indemnitee
in good faith believes might lead to the institution of any
such action, suit or proceeding, whether civil, criminal,
administrative, investigative or other.
(c)
Expenses: include attorneys’ fees and all other costs,
expenses and obligations paid or incurred in connection with
investigating, defending, being a witness in or participating
in (including on appeal), or preparing to defend, be a witness
in or participate in, any Claim relating to any Indemnifiable
Event.
(d)
Indemnifiable Event: any event or occurrence related to the
fact that Indemnitee is or was a director, officer, employee,
agent or fiduciary of the Company, or is or was serving at the
request of the Company as a director, officer, employee,
trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or
other enterprise, or by reason of anything done or not done by
Indemnitee in any such capacity.
(e)
Independent Legal Counsel: an attorney or firm of attorneys,
selected in accordance with the provisions of Section 3, who
shall not have otherwise performed services for the Company or
Indemnitee within the last five years (other than with respect
to matters concerning the tights of Indemnitee under this
Agreement, or of other indemnitees under similar indemnity
agreements).
(f)
Potential Change in Control: shall be deemed to have occurred
if (i) the Company enters into an agreement, the consummation.
of which would result in the occurrence of a Change in
Control; (ii) any person (including the Company) publicly
announces an intention to take or to consider taking actions
which if consummated would constitute a Change in Control;
(iii) any person, other than a trustee or other fiduciary
holding securities under an employee benefit plan of the
Company or a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company, who is
or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 9.5% or more of the
combined voting power of the Company’s then outstanding
Voting Securities, increases his beneficial ownership of such
securities by five percentage points (5%) or more over the
percentage so owned by such person; or (iv) the Board adopts a
resolution to the effect that, for purposes of this Agreement,
a Potential Change in Control has occurred.
(g)
Reviewing Party: any appropriate person or body consisting of
a member or members of the Company’s Board of Directors
or any other person or body appointed by the Board who is not
a party to the particular Claim for which Indemnitee is
seeking indemnification, or Independent Legal
Counsel.
(h)
Voting Securities: any securities of the Company which vote
generally in the election of directors.
2. Basic Indemnification Arrangement.
(a)
In the event lndemnitee was, is or becomes a party to or
witness or other participant in, or is threatened to be made a
party to or witness or other participant in, a Claim by mason
of (or arising in part out of) an Indemnifiable Event, the
Company shall indemnify Indemnitee to the fullest extent
permitted by law as soon as practicable but in any event no
later than thirty days after written demand is presented to
the Company, against any and all Expenses, judgments, 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 Expenses, judgments,
fines, penalties or amounts paid in settlement) arising from
or relating to such Claim. If so requested by Indemnitee, the
Company shall advance (within two business days off such.
request) any and all Expenses to Indemnitee (an “Expense
Advance”).
(b)
Notwithstanding the foregoing, (i) the obligations of the
Company under Section 2(a) shall be subject to the condition
that the Reviewing Party shall not have determined (in a
written opinion, in any case in which the Independent Legal
Counsel referred to in Section 3 hereof is involved) that
Indemnitee would not be permitted to be indemnified under
applicable law, and (ii) the obligation of the Company to make
an Expense Advance pursuant to Section 2(a) shall be subject
to the condition that, if, when and to the extent that the
Reviewing Part
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