Exhibit 10.6
INDEMNIFICATION
AGREEMENT
This Indemnification
Agreement (this “ Agreement ”), dated as of the
24th day of February, 2009 is made by and between Golden Elephant
Glass Technology, Inc., a Nevada corporation (the “
Company ”), and He Li, an independent 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 78.7502 of the
Nevada Revised Statutes empowers Nevada corporations to indemnify
their officers and directors and further states that the
indemnification provided by Section 78.7502 shall not be deemed
exclusive of any other rights to which those seeking
indemnification may be entitled under the articles of incorporation
or any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in an official capacity
and as to action in another capacity while holding such office;
thus, Section 78.7502 does not by itself limit the extent to which
the Company may indemnify persons serving as its officers and
directors;
G.
The Company’s
Articles of Incorporation and Bylaws authorize the indemnification
of the officers and directors of the Company in excess of that
expressly permitted by Section 78.7502;
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
stockholders;
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 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
Indemnitee may be or may have been involved as a party or
otherwise, by reason of the fact that Indemnitee is or was a
director or officer of the Company, by reason of any action taken
by Indemnitee 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 he or she 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.
2.
AGREEMENT TO SERVE.
Indemnitee agrees to serve or continue to serve as a director
or officer 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 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 Indemnitee any right to
continued employment.
3.
INDEMNIFICATION.
(a)
THIRD PARTY PROCEEDINGS.
The Company shall indemnify 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
Indemnitee acted in good faith and in a manner 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
Indemnitee did not act in good faith and in a manner which
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 Indemnitee's conduct was
unlawful.
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(b)
PROCEEDINGS BY OR IN THE
RIGHT OF THE COMPANY. To the fullest extent permitted by law,
the Company shall indemnify Indemnitee against Expenses and amounts
paid in settlement, actually and reasonably incurred by Indemnitee
in connection with a Proceeding by or in the right of the Company
to procure a judgment in its favor if Indemnitee acted in good
faith and in a manner 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
Indemnitee shall have been adjudged liable to the Company in the
performance of 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,
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 Indemnitee for any acts or omissions or transactions from
which a director may not be relieved of liability under applicable
law;
(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 any state or federal
regulatory agency having jurisdiction over the Company;
(c)
CLAIMS INITIATED BY
INDEMNITEE. To indemnify or advance Expenses to Indemnitee
with respect to Proceedings or claims initiated or brought
voluntarily by Indemnitee and not by way of defense, except with
respect to Proceedings brought to establish or enforce a
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