Exhibit 99.3
INDEMNIFICATION AGREEMENT
THIS AGREEMENT is entered into as of
the 28th day of August, 2007, by and between Ecology Coatings, a
Nevada corporation (the “Company”), and Donald Campion
(“Executive”).
RECITALS
WHEREAS, Executive is serving, or has
been asked to serve, as a director of the Company or as a director
or other agent of another corporation, partnership, joint venture,
trust, committee or other enterprise (including an employee benefit
plan) (service in any such capacity shall hereafter be described as
service as an “Agent”).
WHEREAS, Section 78.7502 of the
Nevada Revised Statutes, under which the Company is organized
(“Section 78”), empowers the Company to indemnify
its Agents and expressly provides that the indemnification provided
by such section is not exclusive.
WHEREAS, the Company presently
maintains Directors’ and Officers’ Liability Insurance
(“D & O Insurance”) covering certain liabilities
which may be incurred by certain of its Agents in the performance
of their duties for the Company. However, recent developments with
respect to the terms and availability of D & O Insurance have
raised questions concerning the adequacy and reliability of the
protection afforded thereby.
WHEREAS, to induce Executive to serve
or continue to serve as an Agent, the Company is prepared to
provide Executive with the protections hereinafter described.
NOW, THEREFORE, in consideration of
the willingness of Executive to serve or continue to serve as an
Agent, the Company hereby agrees as follows:
1. Indemnification of
Executive . The Company hereby agrees to hold harmless and
indemnify Executive to the full extent authorized or permitted by
the provisions of Section 78, or, to the extent any amendment
to Section 78 or other applicable law may expand
indemnification rights, to the full extent authorized or permitted
by Section 78 or such other applicable law as may be in
effect; provided, however, that such indemnification shall not
apply to expenses incurred by Executive in a suit against the
Company except for expenses incurred by Executive in an action
brought in good faith to enforce rights or collect sums due
hereunder.
2. Maintenance of Liability
Insurance . The Company hereby covenants and agrees that, so
long as Executive shall continue to serve as an Agent and
thereafter for so long as Executive shall potentially be subject to
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (a
“proceeding”), by reason of the fact that Executive is
or was an Agent of the Company, the Company shall maintain in
reasonable amounts D & O Insurance from established and
reputable insurers.
3. Additional Indemnity
. Subject only to the exclusions set forth in Section 4
hereof, the Company hereby further agrees to hold harmless and
indemnify Executive against any and all expenses (including
attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by Executive in
connection with any proceeding to which Executive is, was or at any
time becomes a party, or is threatened to be made a party, by
reason of the fact that Executive is or was an Agent.
4. Limitations on Additional
Indemnity . No indemnity pursuant to Sections 4 hereof
shall be paid by the Company:
4.1 To the extent that Executive is
indemnified either pursuant to Sections 1 or 2 hereof or
pursuant to any D & O Insurance;
4.2 With respect to
(a) remuneration paid to Executive if it shall be determined
by a final adjudication that such remuneration was in violation of
law or (b) expenses (including attorneys’ fees) incurred
by Executive in connection with any proceeding relating to such
remuneration;
4.3 On account of any suit in which
judgment is rendered against Executive in connection with the
purchase or sale by Executive of securities of the Company or any
affiliate thereof pursuant to the provisions of Section 16(b) of
the Securities Exchange Act of 1934 and amendments thereto or
similar provisions of any federal or state law or of amounts paid
in settlement of any litigation instituted of threatened pursuant
to said Section or such law;
4.4 On account of Executive’s
conduct which is finally adjudged to have been knowingly
fraudulent, deliberately dishonest or to have involved willful
misconduct;
4.5 For expenses or other losses
incurred in connection with Executive’s gaining in fact any
personal profit or advantage to which Executive was not legally
entitled; or
4.6 If a final decision by a Court
having jurisdiction in the matter shall determine that such
indemnification would violate pub
