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Exhibit 10.
2
INDEMNIFICATION
AGREEMENT
This Indemnification Agreement,
dated as of ____________, 2007 is made by and between China
Public Security Technology, Inc., a Florida corporation (the
“ Company ”), and ________________, a
director of the Company (the “ Indemnitee
”).
RECITALS
A.
The Company and the Indemnitee
recognize that the present state of the law is too uncertain to
provide the Company’s officers and directors with adequate
and reliable advance knowledge or guidance with respect to the
legal risks and potential liabilities to which they may become
personally exposed as a result of performing their duties for
the Company;
B.
The Company and the Indemnitee
are aware of the substantial growth in the number of lawsuits
filed against corporate officers and directors in connection
with their activities in such capacities and by reason of their
status as such;
C.
The Company and the Indemnitee
recognize that the cost of defending against such lawsuits,
whether or not meritorious, is typically beyond the financial
resources of most officers and directors of the
Company;
D.
The Company and the Indemnitee
recognize that the legal risks and potential liabilities, and
the threat thereof, associated with proceedings filed against
the officers and directors of the Company bear no reasonable
relationship to the amount of compensation received by the
Company’s officers and directors;
E.
The Company, after reasonable
investigation prior to the date hereof, has determined that the
liability insurance coverage available to the Company as of the
date hereof is inadequate, unreasonably expensive or both.
The Company believes, therefore, that the interest of the
Company and its current and future stockholders would be best
served by a combination of (i) such insurance as the Company may
obtain pursuant to the Company’s obligations hereunder and
(ii) a contract with its officers and directors, including the
Indemnitee, to indemnify them to the fullest extent permitted by
law (as in effect on the date hereof, or, to the extent any
amendment may expand such permitted indemnification, as
hereafter in effect) against personal liability for actions
taken in the performance of their duties to the
Company;
F.
Section 607.0850 of the Act empowers Florida
corporations to indemnify their directors and further states that
the indemnification provided by Section 607.0850 shall not be
deemed exclusive of any other rights to which those seeking indemnification may be entitled under any
bylaw, agreement, vote of shareholders or disinterested directors,
or otherwise, both as to action in his or her official capacity and
as to action in another capacity while holding such
office;
G.
The Company's Bylaws authorize
the indemnification of the directors of the Company in excess of
that expressly permitted by Section 607.0850;
H.
The Board of Directors of the
Company has concluded that, to retain and attract talented and
experienced individuals to serve as officers and directors of
the Company and to encourage such individuals to take the
business risks necessary for the success of the Company, it is
necessary for the Company to contractually indemnify its
officers and directors, and to assume for itself liability for
expenses and damages in connection with claims against such
officers and directors in connection with their service to the
Company, and has further concluded that the failure to provide
such contractual indemnification could result in great harm to
the Company and its shareholders;
I.
The Company desires and has
requested the Indemnitee to serve or continue to serve as a
director or officer of the Company, free from undue concern for
the risks and potential liabilities associated with such
services to the Company; and
J.
The Indemnitee is willing to
serve, or continue to serve, the Company, provided, and on the
expressed condition, that the Indemnitee is furnished with the
indemnification provided for herein.
AGREEMENT
NOW, THEREFORE, the Company and
the Indemnitee agree as follows:
1.
Definitions
.
(a)
“ Expenses ”
means, for the purposes of this Agreement, all direct and
indirect costs of any type or nature whatsoever (including,
without limitation, any fees and disbursements of
Indemnitee’s counsel, accountants and other experts and
other out-of-pocket costs) actually and reasonably incurred by
the Indemnitee in connection with the investigation,
preparation, defense or appeal of a Proceeding; provided,
however, that Expenses shall not include judgments, fines,
penalties or amounts paid in settlement of a
Proceeding.
(b)
“ Proceeding ”
means, for the purposes of this Agreement, any threatened,
pending or completed action or proceeding,
whether civil, criminal, administrative or
investigative (including an action brought by or in the right of
the Company) in which the Indemnitee may be or may have been
involved as a party or otherwise, by reason of the fact that the
Indemnitee is or was a director or officer of the Company, by
reason of any action taken by her or of any inaction on his or
her part while acting as such director or officer or by reason
of the fact that he or she is or was serving at the request of
the Company as a director, officer, employee or agent of another
foreign or domestic corporation, partnership, joint venture,
trust or other enterprise, or was a director or officer of the
foreign or domestic corporation which was a predecessor
corporation to the Company or of another enterprise at the
request of such predecessor corporation, whether or not the
Indemnitee is serving in such capacity at the time any liability
or expense is incurred for which indemnification or
reimbursement can be provided under this Agreement.
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2.
Agreement to Serve
.
The Indemnitee agrees to serve or
continue to serve as a director of the Company to the best
of his or her abilities at the will of the Company or under
separate contract, if such contract exists, for so long as the
Indemnitee is duly elected or appointed and qualified or until
such time as the Indemnitee tenders his or her resignation in
writing. Nothing contained in this Agreement is intended
to create in the Indemnitee any right to continued
employment.
3.
Indemnification
.
(A)
Third Party
Proceedings . The Company shall
indemnify the Indemnitee against Expenses, judgments, fines,
penalties or amounts paid in settlement (if the settlement is
approved in advance by the Company) actually and reasonably
incurred by Indemnitee in connection with a Proceeding (other
than a Proceeding by or in the right of the Company) if the
Indemnitee acted in good faith and in a manner the Indemnitee
reasonably believed to be in the best interests of the Company,
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe Indemnitee's conduct was unlawful.
The termination of any Proceeding by judgment, order,
settlement, conviction, or upon a plea of NOLO CONTENDERE or its
equivalent, shall not, of itself, create a presumption that the
Indemnitee did not act in good faith and in a manner which the
Indemnitee reasonably believed to be in the best interests of
the Company, or, with respect to any criminal Proceeding, had no
reasonable cause to believe that the Indemnitee's conduct was
unlawful.
(b)
Proceedings by or in the Right
of the Company . To the fullest
extent permitted by law, the Company shall indemnify the
Indemnitee against Expenses and amounts paid in settlement,
actually and reasonably incurred by the Indemnitee in connection
with a Proceeding by or in the right of the Company to procure a
judgment in its favor if the Indemnitee acted in good faith and
in a manner the Indemnitee reasonably believed to be in the best
interests of the Company and its stockholders.
Notwithstanding the foregoing, no indemnification shall be
made in respect of any claim, issue or matter as to which the
Indemnitee shall have been adjudged liable to the Company in the
performance of the Indemnitee's duty to the Company and its
stockholders unless and only to the extent that the court in
which such action or Proceeding is or was pending shall
determine upon application that, in view of all the
circumstances of the case, the Indemnitee is fairly and
reasonably entitled to indemnity for Expenses and then only to
the extent that the court shall determine.
(c)
Scope . Notwithstanding any other provision of this
Agreement but subject to Section 14(b), the Company shall
indemnify the Indemnitee to the fullest extent permitted by law,
notwithstanding that such indemnification is not specifically
authorized by other provisions of this Agreement, the Company's
Articles of Incorporation, the Company's Bylaws or by
statute.
4.
Limitations on
Indemnification . Any other
provision herein to the contrary notwithstanding, the Company
shall not be obligated pursuant to the terms of this
Agreement:
(a)
Excluded Acts
. To indemnify the Indemnitee for any acts
or omissions or transactions from which a director may not be
relieved of liability excepted under Section 607.0850 of the Act
or other applicable law;
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(b)
Excluded Indemnification
Payments . To indemnify or
advance Expenses in violation of any prohibition or limitation
on indemnification under the statutes, regulations or rules
promulgated by the State of Florida or any other state or
federal regulatory agency having jurisdiction over the
Company;
(c)
Claims Initiated by
Indemnitee . To indemnify or
advance Expenses to the Indemnitee with respect to Proceedings
or claims initiated or brought voluntarily by the Indemnitee and
not by way of defense, except with respect to Proceedings
brought to establish or enforce a right to in
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