INDEMNIFICATION
AGREEMENT
This
INDEMNIFICATION AGREEMENT (the “ Agreement ”) is
made and entered into as of the
day of
, 2009, by and between Range Resources Corporation, a Delaware
corporation (including any successors, the “ Company
”), and
(the “ Indemnitee ”).
1. Competent
and experienced persons are reluctant to serve or to continue to
serve corporations with publicly traded securities as directors,
officers, or in other capacities unless they are provided with
adequate protection through insurance or indemnification (or both)
against claims and actions against them arising out of their
service to and activities on behalf of those
corporations.
2. The
Board of Directors of the Company (the “ Board
”) has determined that economic uncertainties and the
litigation risk attendant to service as a [ director ]
[ and ] [ officer ] will make it more difficult
to attract and retain competent and experienced persons, that this
situation is detrimental to the best interests of the
Company’s equity holders, and that the Company should act to
assure its directors and officers that there will be increased
certainty of adequate protection in the future.
3. The
Company’s Amended and Restated By-laws (the “
By-laws ”) provide that the Company will indemnify
certain persons to the fullest extent permitted by applicable law,
will advance expenses in connection therewith and permits this
Agreement, and Indemnitee’s willingness to serve as a
[ director ] [ and ] [ officer ] of the
Company is based in part on Indemnitee’s reliance on such
provisions in the By-laws and on the additional protection provided
by this Agreement.
4. It
is reasonable, prudent, and necessary for the Company to obligate
itself contractually to indemnify its directors and officers to the
fullest extent permitted by applicable law in order to induce them
to serve or continue to serve the Company.
5. The
Indemnitee is willing to serve and continue to serve the Company or
its Subsidiaries on the condition that he or she shall be
indemnified to the fullest extent permitted by law.
6. Concurrently
with the execution of this Agreement, the Indemnitee is agreeing to
serve or to continue to serve as a director or officer of the
Company and/or one or more of its Subsidiaries.
NOW,
THEREFORE, in consideration of the foregoing, the
Indemnitee’s agreement to serve or continue to serve as a
director or officer of the Company and/or one or more of
its
1
Subsidiaries,
and the covenants contained in this Agreement, the Company and the
Indemnitee agree as follows:
1.
Certain Definitions . For purposes of this
Agreement:
(a)
Affiliate shall mean any Person that directly, or
indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with the Person
specified.
(b)
Business Combination shall mean consummation of either
(x) a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the
Company, whether in one or a series of related transactions, or
(y) the acquisition of assets or stock of another entity by
the Company, excluding, however, any transaction pursuant to
which:
(i) Persons
who were the beneficial owners (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) (“
Beneficial Owner ”), respectively, of the then
outstanding shares of common stock, par value $0.01 per share, of
the Company (the “ Outstanding Stock ”) and the
combined voting power of the then outstanding securities entitled
to vote generally in the election of directors of the Company (the
“ Outstanding Company Voting Securities ”)
immediately prior to such Business Combination, upon consummation
of such Business Combination, are the Beneficial Owners, directly
or indirectly, of more than 50% of the then outstanding shares of
common stock (or similar securities or interests in the case of an
entity other than a corporation) and more than 50% of the combined
voting power of the then outstanding securities (or interests)
entitled to vote generally in the election of directors (or in the
selection of any other similar governing body in the case of an
entity other than a corporation) of the Surviving Corporation (as
defined below) in substantially the same proportions as their
ownership of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business
Combination;
(ii) no
Person (other than the Company, any Subsidiary, any employee
benefit plan of the Company or any Subsidiary or any trustee or
other fiduciary holding securities under an employee benefit plan
of the Company or any Subsidiary of the Company) or group (within
the meaning of Rule 13d-5 promulgated under the Exchange Act)
(“ Group ”) becomes the Beneficial Owner of 35%
or more of either (x) the then outstanding shares of common
stock (or similar securities or interests in the case of an entity
other than a corporation) of the Surviving Corporation, or
(y) the combined voting power of the then outstanding
securities (or interests) entitled to vote generally in the
election of directors (or in the selection of any other similar
governing body in the case of an entity other than a corporation)
of the Surviving Corporation; and
(iii) individuals
who were Incumbent Directors at the time of the execution of the
initial agreement or of the action of the Board providing for such
Business Combination constitute at least a majority of the members
of the board of directors (or of any similar governing body in the
case of an entity other than a corporation) of the Surviving
Corporation;
2
where,
for purposes of this definition of Business Combination, the term
“ Surviving Corporation ” means the entity
resulting from a Business Combination or, if such entity is a
direct or indirect Subsidiary of another entity, the entity that is
the ultimate parent of the entity resulting from such Business
Combination:
(c)
Change of Control shall mean the occurrence of any of the
following events:
(i)
Change in Board Composition . Incumbent Directors cease for
any reason to constitute at least a majority of members of the
Board;
(ii)
Business Combination . The consummation of a Business
Combination;
(iii)
Stock Acquisition . Any Person (other than the Company, any
Subsidiary, any employee benefit plan of the Company or any
Subsidiary or any trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any Subsidiary of
the Company) or Group becomes the Beneficial Owner of 35% or more
of either (x) the Outstanding Stock or (y) the
Outstanding Company Voting Securities; provided, however ,
that for purposes of this Section 1(c)(iii), no Change in Control
shall be deemed to have occurred as a result of the following
acquisitions: (A) any acquisition directly from the Company,
or (B) any acquisition by a Person excluded from the
definition of a Business Combination pursuant to clauses (A),
(B) and (C) of Section 1(b); or
(iv)
Liquidation . Approval by the stockholders of the Company of
a complete liquidation or dissolution of the Company (or, if no
such approval is required, the consummation of such a liquidation
or dissolution).
(d)
Claim shall mean any threatened, pending, or completed
action, suit, or proceeding (including, without limitation,
securities laws actions, suits, and proceedings and also any cross
claim or counterclaim in any action, suit, or proceeding), whether
civil, criminal, arbitral, administrative, regulatory or
investigative in nature, or any inquiry or investigation (including
discovery), whether instituted, made or conducted by the Company,
any governmental body or agency or self-regulatory body, or any
other Person, that the Indemnitee in good faith believes might lead
to the institution of any such action, suit, or
proceeding.
(e)
Court of Competent Jurisdiction shall mean any state or
federal court located in the states of Delaware, New York or Texas,
having subject matter jurisdiction over the applicable proceeding,
or any court in any other jurisdiction in which a Claim is
commenced by a third person for purposes of any action, suit or
proceeding related to this Agreement.
(f)
Exchange Act shall mean the Securities Exchange Act of 1934,
as amended.
(g)
Expenses shall mean all costs, expenses (including
attorneys’ and experts’ fees), and obligations paid or
incurred in connection with investigating, defending (including
affirmative defenses and counterclaims), being a witness in, or
participating in (including on
3
appeal),
preparing to defend, be a witness in, or participate in, any Claim
relating to any Indemnifiable Event, or incurred in enforcing this
Agreement, any directors’ or officers’ insurance
policies maintained by the Company or any other indemnity right of
the Indemnitee.
(h)
Incumbent Directors shall mean Persons who constitute the
Board as of the date of this Agreement and any Person becoming a
director of the Company if that Person’s appointment,
election or nomination was approved by a vote of at least 50% of
the Incumbent Directors; provided, however , that any such
Person whose initial assumption of office is in connection with an
actual or threatened election contest relating to the election of
members of the Board or other actual or threatened solicitation of
proxies or consents by or on behalf of a “person”
(within the meaning of Sections 13(d) and 14(d) of the Exchange
Act) other than the Board, including by reason of agreement
intended to avoid or settle any such actual or threatened contest
or solicitation, shall not be considered an Incumbent
Director.
(i)
Indemnifiable Event shall mean any actual or alleged act,
omission, statement, misstatement, event, or occurrence related to
the fact that the 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, manager,
employee, agent, or fiduciary of any of the Company’s
parent(s) or Subsidiaries and/or any other corporation, limited
liability company, partnership, joint venture, employee benefit
plan, trust, or other enterprise, or by reason of any actual or
alleged thing done or not done by the Indemnitee in any such
capacity. For purposes of this Agreement, the Company agrees that
the Indemnitee’s service on behalf of or with respect to any
Subsidiary or employee benefits plan of the Company or any
Subsidiary of the Company shall be deemed to be at the request of
the Company. An Indemnifiable Event may occur in connection with
any activities of the Company or its Subsidiaries and is not
limited to events that occur in connection with a Change of
Control, a Potential Change of Control or any other major
transaction.
(j)
Indemnifiable Liabilities shall mean all Expenses and all
other liabilities, losses, damages (including, without limitation,
punitive, exemplary, and the multiplied portion of any damages),
judgments, payments, fines, penalties, amounts paid in settlement,
and awards paid or incurred (including, without limitation, all
interest, assessments and other charges paid or payable in
connection with or in respect of any of the foregoing) that arise
out of, or in any way relate to, a Claim based upon or relating to
any Indemnifiable Event. Indemnifiable Liabilities may arise from
Claims asserted by or in the right of the Company, any governmental
body or agency, or any other Person.
(k)
Person shall mean any individual, partnership, corporation,
limited liability company, trust or other entity.
(l)
Potential Change of 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 of Control;
(ii) any Person (including the Company) publicly announces an
intention to take or to consider taking actions that, if
consummated, would constitute a Change of Control; (iii) any
Person who is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 10% or more
of the combined voting power of the then Outstanding
4
Company
Voting Securities, increases his beneficial ownership of such
securities by 5% or more over the percentage so owned by that
Person on the date hereof, provided that for purposes of this
clause (iii) a “Person” shall (a) not include
the Company, any Subsidiary, any employee benefit plan of the
Company or any Subsidiary or any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any
Subsidiary of the Company and (b) shall include any member of
a Group of which any Person described in clause (iii) is a
member with respect to the Company’s Voting Securities; or
(iv) the Board adopts a resolution to the effect that, for
purposes of this Agreement, a Potential Change of Control has
occurred.
(m)
Reviewing Party shall mean (i) a member or members of
the Board who are not parties to the particular Claim for which the
Indemnitee is seeking indemnification or (ii) if a Potential
Change of Control or a Change of Control has occurred and the
Indemnitee so requests, or if the members of the Board so elect, or
if all of the members of the Board are parties to such Claim,
Special Counsel.
(n)
Special Counsel shall mean special, independent legal
counsel that is experienced in matters of corporate law selected by
the Indemnitee and approved by the Company (which approval shall
not be unreasonably withheld), and who has not otherwise performed
material services for the Company or for the Indemnitee within the
last three years (other than as Special Counsel under this
Agreement or similar agreements).
(o)
Subsidiary shall mean, with respect to any Person, any
corporation or other entity of which a majority of the voting power
of the Voting Securities is owned, directly or indirectly, by that
Person.
(p)
Voting Securities any securities or other equity interests
that vote generally in the election of directors or managers, in
the admission of general partners, or in the selection of any other
similar governing body.
2.
Indemnification and Expense Advancement .
(a) The
Company shall indemnify the Indemnitee and hold the Indemnitee
harmless to the fullest extent permitted by law, as soon as
practicable but in any event no later than 30 days after
written demand is presented to the Company, from and against any
and all Indemnifiable Liabilities. To the extent the Indemnitee has
been successful on the merits or otherwise in defense of any Claim
or any portion thereof or in defense of any issue or matter
therein, including without limitation dismissal without prejudice,
the Indemnitee shall be indemnified against all Indemnifiable
Liabilities relating to, arising out of or resulting from such
Claim and no standard of conduct determination shall be required.
In all other cases, the obligations of the Company under Section
2(a) shall be subject to the condition that the Reviewing Party
shall have determined (in a written opinion in any case in which
Special Counsel is involved) that the Indemnitee has satisfied any
applicable standard of conduct under Delaware law that is legally
required as a condition precedent to the indemnification and that
the Indemnitee is otherwise permitted to be indemnified under this
Agreement and applicable law. Any determinations required under
this Section 2(a) shall be made promptly by the Reviewing
Party.
5
(b) If
so requested by the Indemnitee, the Company shall advance to the
Indemnitee all reasonable Expenses incurred by the Indemnitee to
the fullest extent permitted by law (or, if applicable, reimburse
the Indemnitee for any and all reasonable Expenses incurred by the
Indemnitee and previously paid by the Indemnitee) within 10
business days after such request (an “ Expense Advance
”). The Company shall be obligated from time to time at the
request of the Indemnitee to make or pay an Expense Advance in
advance of the final disposition or conclusion of any Claim. In
connection with any request for an Expense Advance, if requested by
the Company, the Indemnitee or the Indemnitee’s counsel shall
submit an affidavit stating that the Expenses to which the Expense
Advances relate are reasonable. The Company shall not require
collateral or other security for the Indemnitee’s covenant to
repay any Expense Advances that should not have been paid or are
unreasonable. The Indemnitee will return, without intere
|
