INDEMNIFICATION AGREEMENT
This
Indemnification Agreement (this “
Agreement ”)
is executed on and effective as of October
,
2007 (the “
Effective Date ”),
by and between Cab-tive Advertising, Inc., a Nevada corporation,
and its direct and indirect subsidiaries (the “
Company ”),
and _______ (“
Indemnitee ”).
Recitals:
The
Company and Indemnitee recognize the difficulty in obtaining
directors’ and officers’ liability insurance, the
increases in the cost of such insurance, and the general
limitations in the coverage of such insurance.
The
Company and Indemnitee further recognize the substantial
increase in corporate litigation in general, subjecting
officers and directors to expensive litigation risks at the
same time as the availability and coverage of liability
insurance has been severely limited.
Indemnitee
does not regard the current protection available as adequate
under the present circumstances, and Indemnitee and other
officers and directors of the Company may not be willing to
serve or continue to serve as officers and directors without
additional protection.
The
Company desires to attract and retain the services of highly
qualified individuals, such as Indemnitee, to serve as
officers and directors of the Company and to indemnify its
officers and directors so as to provide them with the maximum
protection permitted by law.
NOW, THEREFORE, in
consideration of the foregoing recitals and the mutual promises set
forth in this Agreement, the parties to this Agreement agree as
follows:
Section 1.
Indemnification.
1.1
Third Party Proceedings
. The
Company shall indemnify Indemnitee and any partnership,
corporation, trust, or other entity of which Indemnitee is or was a
partner, stockholder, trustee, director, officer, employee, or
agent (each such partnership, corporation, trust, or other entity
also being referred to as an “
Indemnitee ”)
if Indemnitee is or was a party or is threatened to be made a party
to any threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the
Company) by reason of the fact that Indemnitee is or was a
director, officer, employee, or agent of the Company, or any
subsidiary of the Company, by reason of any action or inaction on
the part of Indemnitee while an officer or director or by reason of
the fact that Indemnitee is or was serving at the request of the
Company as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other
enterprise, against expenses (including attorneys’ fees),
judgments, fines, and amounts paid in settlement (if such
settlement is approved in advance by the Company, which approval
shall not be unreasonably withheld) actually and reasonably
incurred by Indemnitee in connection with such action, suit, or
proceeding, if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to 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 action, suit, or proceeding by judgment,
order, settlement, conviction, or upon a plea of
nolo contendere or
its equivalent, shall not, of itself, create a presumption that
Indemnitee did not act in good faith and in a manner that
Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that
Indemnitee’s conduct was unlawful.
1.2
Proceedings By or in the Right of the
Company
. The
Company shall indemnify Indemnitee if Indemnitee 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 the Company or any
subsidiary of the Company to procure a judgment in its favor by
reason of the fact that Indemnitee is or was a director, officer,
employee, or agent of the Company, or any subsidiary of the
Company, by reason of any action or inaction on the part of
Indemnitee while an officer or director or by reason of the fact
that Indemnitee is or was serving at the request of the Company as
a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against
expenses (including 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 Indemnitee in
connection with the defense or settlement of such action or suit,
if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests
of the Company.
1.3
Mandatory Payment of Expenses
. To
the extent that Indemnitee has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to
in
Sections
1.1 and
1.2 or
the defense of any claim, issue, or matter in
Section
1.1 or
1.2 ,
Indemnitee shall be indemnified against expenses (including
attorneys’ fees) actually and reasonably incurred by
Indemnitee in connection with such defense.
Section 2.
Expenses: Indemnification Procedure.
2.1
Advancement of Expenses
. The
Company shall advance all expenses incurred by Indemnitee, and, to
the fullest extent permitted by law, amounts paid in settlement by
Indemnitee, in connection with the investigation, defense,
settlement, or appeal of any civil or criminal action, suit, or
proceeding referenced in
Section
1.1 or
1.2 of
this Agreement. Indemnitee hereby undertakes to repay such amounts
advanced only if, and to the extent that, it shall ultimately be
determined in a non-appealable, final judgment that Indemnitee is
not entitled to be indemnified by the Company as authorized by this
Agreement. The advances to be made under this Agreement shall be
paid by the Company to Indemnitee within 20 days following delivery
of a written request for such advance by Indemnitee to the
Company.
2.2
Notice/Cooperation by Indemnitee
. Indemnitee
shall, as a condition precedent to his or its right to be
indemnified under this Agreement, give the Company notice in
writing as soon as practicable of any claim made against Indemnitee
for which indemnification shall or could be sought under this
Agreement. Notice to the Company shall be directed to the President
of the Company at the address shown on the signature page of this
Agreement, or such other address as the Company shall designate in
writing to Indemnitee. Notice shall be deemed received three
business days after the date postmarked if sent by domestic
certified or registered mail, properly addressed; otherwise notice
shall be deemed received when such notice shall actually
be received by the Company. In addition, Indemnitee shall give the
Company such information and cooperation as it may reasonably
require and as shall be within Indemnitee’s
power.
2.3
Procedure
. Any
indemnification and advances provided for in
Section 1 and
this
Section 2 shall
be made no later than 20 days after receipt of the written request
of Indemnitee. If a claim under this Agreement, under any statute,
or under any provision of the Company’s Articles of
Incorporation or Bylaws providing for indemnification, is not paid
in full by the Company within 20 days after a written request for
payment of such claim has first been received by the Company,
Indemnitee may, but need not, at any time thereafter bring an
action against the Company to recover the unpaid amount of the
claim and, subject to
Section 12 of
this Agreement, Indemnitee shall also be entitled to be paid for
the expenses (including attorneys’ fees) of bringing such
action. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in
connection with any action, suit, or proceeding in advance of its
final disposition) that Indemnitee has not met the standards of
conduct that make it permissible under applicable law for the
Company to indemnify Indemnitee for the amount claimed, but the
burden of proving such defense shall be on the Company and
Indemnitee shall be entitled to receive interim payments
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