EXHIBIT
10.54
INDEMNIFICATION
AGREEMENT
Dated as of [DATE] between Nexen
Inc. (" Nexen ") and [DIRECTOR] (together with his or her
estate, heirs, executors and legal representatives the "
Indemnified Party ")
BACKGROUND
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(a)
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The Indemnified Party:
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(i)
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is or has been a director or officer
of Nexen;
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(ii)
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is or has been, at the request of
Nexen, a director or officer of a body corporate (" Body
Corporate "); or
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(iii)
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is or has been, at the request of
Nexen, a director or officer of or is acting or has acted in a
similar capacity (and the Indemnified Party shall for purposes
hereof be referred to as a director or officer in so acting or
having acted) for a body corporate, partnership, unincorporated
association, unincorporated syndicate, unincorporated organization,
joint venture or trust (" Entity ");
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(Nexen, any Body Corporate and any
Entity being collectively the " Corporations " and any one
of them being a " Corporation ");
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(b)
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Nexen acknowledges that the
Indemnified Party, acting in the capacity of director or officer,
is required to make decisions and take actions in furtherance of
the business and affairs of any Corporation which might have the
result of attracting personal liability; and
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(c)
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It is in the best interests of Nexen
to agree to indemnify the Indemnified Party from any and all
liabilities, losses, costs, charges, expenses or damages sustained
or incurred by the Indemnified Party acting in the capacity of
director or officer of any Corporation;
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AGREEMENT
In consideration of the Indemnified
Party having acted and continuing to act as a director or officer,
the parties agree as follows:
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(a)
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In accordance with the provisions of
the Canada Business
Corporations Act (the "
Act "), the Indemnified Party, in exercising his or her
powers and discharging his or her duties as a director or officer
of any Corporation, shall:
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(i)
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act honestly and in good faith with
a view to the best interests of the Corporation; and
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(ii)
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exercise the care, diligence and
skill that a reasonably prudent person would exercise in comparable
circumstances.
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(b)
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Each Corporation acknowledges that
the Indemnified Party has complied with his or her duties under
subsection 1(a) hereof if the Indemnified Party relied in good
faith on:
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(i)
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financial statements of the
Corporation represented to the Indemnified Party by an officer of
the Corporation or in a written report of the auditor of the
Corporation fairly to reflect the financial condition of the
Corporation; or
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(ii)
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a report of a person whose
profession lends credibility to a statement made by the
professional person.
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(a)
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The Indemnified Party shall comply
with the Act, the regulations made in the Act, the articles of the
Corporation, the by-laws of the Corporation and any unanimous
shareholder agreement or partnership agreement respecting the
Corporation.
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(b)
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Each Corporation acknowledges that
the Indemnified Party has complied with his or her duties under
subsection 2(a) hereof, if the Indemnified Party exercised the
care, diligence and skill that a reasonably prudent person would
have exercised in comparable circumstances, including reliance in
good faith on:
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(i)
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financial statements of the
Corporation represented to the Indemnified Party by an officer of
the Corporation or in a written report of the auditor of the
Corporation fairly to reflect the financial condition of the
Corporation; or
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(ii)
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a report of a person whose
profession lends credibility to a statement made by the
professional person.
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3.
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Disclaimer of
Liability
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The Indemnified Party shall not be
liable for the acts, receipts, neglects, omissions or defaults of
any other director or officer or any employee or agent of any
Corporation or for any liabilities, damages, costs, charges or
expenses sustained or incurred by any Corporation in the execution
of the duties of his or her office, provided that nothing herein
contained shall relieve the Indemnified Party of any liability for
liabilities, damages, costs, charges or expenses suffered or
incurred as a direct result of any acts, receipts, neglects,
omissions or defaults of the Indemnified Party which are in
contravention of the Act or any other applicable law.
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(a)
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Except in respect of an action by or
on behalf of a Corporation to procure a judgment in its favour,
Nexen shall indemnify and save harmless the Indemnified Party from
and against all liabilities, damages, costs, charges and expenses
(including, without limitation, court fees, legal expenses and
witness fees), including an amount paid to settle an action or
satisfy a judgment or any fine or penalty levied, reasonably
incurred by him or her in respect of any
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civil, criminal, administrative,
investigative or other action, proceeding or inquiry of any nature,
to which he or she is, directly or indirectly, a party by reason of
being or having been a director or officer of any Corporation
if:
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(i)
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the Indemnified Party acted honestly
and in good faith with a view to the best interests of the
Corporation; and
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(ii)
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in the case of a criminal or
administrative action or proceeding that is enforced by a monetary
penalty, the Indemnified Party had reasonable grounds for believing
that his or her conduct was lawful.
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(b)
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For all purposes of this Agreement,
a director or officer shall be conclusively deemed to have acted
honestly and in good faith with a view to the best interests of the
Corporation and to have had reasonable grounds for believing that
his or her conduct was lawful, unless and until the applicable
court hearing the action in which indemnity is sought determines in
a final judgment that is non-appealable that the director or
officer in question did not act honestly and in good faith with a
view to the best interests of the Corporation or did not have
reasonable grounds for believing that his or her conduct was
lawful, as applicable.
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(c)
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In respect of an action by or on
behalf of a Corporation to procure a judgment in its favour, to
which the Indemnified Party is, directly or indirectly, a party by
reason of being or having been a director or an officer of the
Corporation, Nexen shall make an application at its expense for,
and use its best efforts to obtain, approval of the Court of
Queen's Bench of Alberta to indemnify and save harmless the
Indemnified Party from and against all liabilities, damages,
costs
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