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EXHIBIT 10.14
INDEMNIFICATION AGREEMENT
This
INDEMNIFICATION AGREEMENT (this "Agreement") is made and
executed
as of May 15, 2009, by and between AMERICAN ENVIRONMENTAL ENERGY,
INC., a
Nevada corporation (the "Corporation"), and William McManes, an
individual
residing at _____________________________________ (the
"Indemnitee").
PREAMBLE
The Corporation is
aware that, in order to induce highly competent
persons to serve the Corporation as Directors or in other
capacities, the
Corporation must provide such persons with adequate protection
through insurance
and indemnification against inordinate risks of claims and actions
against them
arising out of their service to and activities on behalf of the
Corporation. The
difficulty of obtaining adequate Directors' and officers' liability
insurance in
the current market has increased the difficulty of attracting and
retaining such
persons. The Board of Directors of the Corporation has determined
that (1) it is
essential to the best interests of the Corporation's stockholders
that the
Corporation act to assure such persons that there will be increased
certainty of
such protection in the future, and that (2) it is reasonable,
prudent and
necessary for the Corporation contractually to obligate itself to
indemnify such
persons to the fullest extent permitted by applicable law so that
they will
continue to serve the Corporation free from undue concern that they
will not be
so indemnified. The Indemnitee is willing to serve, continue to
serve, and take
on additional service for or on behalf of the Corporation on the
condition that
he or she be so indemnified.
NOW, THEREFORE, in
consideration of the premises and the mutual
promises and covenants contained herein, and for other good and
valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the
Corporation and the Indemnitee do hereby agree as follows:
1. SERVICE BY THE INDEMNITEE
The Indemnitee
will continue to serve as a Director of the Corporation
faithfully and will discharge his duties and responsibilities to
the best of his
ability so long as he is duly elected or qualified in accordance
with the
provisions of the Articles of Incorporation and Bylaws of the
Corporation and
the Nevada Revised Statutes, as may be amended from time to time,
or until his
earlier death, resignation or removal. The Indemnitee may at any
time and for
any reason resign from such position (subject to any other
contractual
obligation or other obligation imposed by operation of law), in
which event the
Corporation shall have no obligation under this Agreement to
continue the
Indemnitee in any such position. Nothing in this Agreement shall
confer upon the
Indemnitee the right to continue in the employ of the Corporation
or as a
Director of the Corporation or affect the right of the Corporation
to terminate
the Indemnitee's employment at any time in the sole discretion of
the
Corporation, with or without cause, subject to any contract rights
of the
Indemnitee created or existing otherwise than under this
Agreement.
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2. INDEMNIFICATION
The Corporation
shall indemnify the Indemnitee to the fullest extent
permitted by the Nevada Revised Statutes or other applicable law,
as in effect
from time to time. Without diminishing the scope of the
indemnification provided
by this Section, the rights of indemnification of the Indemnitee
provided
hereunder shall include, but shall not be limited to, those rights
hereinafter
set forth, except that no indemnification shall be paid to the
Indemnitee:
(i) on account of any suit in which
judgment is rendered against the
Indemnitee for
disgorgement of profits made from the purchase or sale
by the Indemnitee
of securities of the Corporation pursuant to the
provisions of
Section 16(b) of the Securities Exchange Act of 1934, as
amended, or
similar provisions of any federal, state or local statutory
law;
(ii) on account of conduct of the
Indemnitee which is finally adjudged by a
court of competent
jurisdiction to have been knowingly fraudulent or to
constitute willful
misconduct;
(iii) in any circumstance where such
indemnification is expressly prohibited
by applicable
law;
(iv) with respect to liability for which
payment is actually made to the
Indemnitee under a
valid and collectible insurance policy or under a
valid and
enforceable indemnity clause, bylaw or agreement (other than
this Agreement),
except in respect of any liability in excess of
payment under such
insurance, clause, bylaw or agreement;
(v) if a final decision by a court
having jurisdiction in the matter shall
determine that
such indemnification is not lawful (and, in this
respect, both the
Corporation and the Indemnitee have been advised that
it is the position
of the Securities and Exchange Commission that
indemnification
for liabilities arising under the federal securities
laws is against
public policy and is, therefore, unenforceable, and
that claims for
indemnification should be submitted to the appropriate
court for
adjudication); or
(vi) in connection with any proceeding (or
part thereof) initiated by the
Indemnitee, or any
proceeding by the Indemnitee against the Corporation
or its Directors,
officers, employees or other Indemnitees, unless (i)
such
indemnification is expressly required to be made by law, (ii)
the
proceeding was
authorized by the Board of Directors of the Corporation,
(iii) such
indemnification is provided by the Corporation in its sole
discretion,
pursuant to the powers vested in the Corporation under
applicable law, or
(iv) except as provided in Sections 10 and 13
hereof.
3. ACTIONS OR PROCEEDINGS OTHER
THAN AN ACTION BY OR IN THE RIGHT OF THE
CORPORATION
The Indemnitee
shall be entitled to the indemnification rights provided
in this Section if he is 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 in nature, other than an
action by or
in the right of the Corporation, by reason of the fact that he is
or was a
director, officer, employee or agent of the Corporation, or is or
was serving at
the request of the Corporation as a director, officer, employee or
agent or
fiduciary of any other entity, including, but not limited to,
another
corporation, partnership, joint venture or trust, or by reason of
any act or
omission by him in any such capacity. Pursuant to this Section, the
Indemnitee
shall be indemnified against all expenses (including attorneys'
fees), costs,
judgments, penalties, fines and amounts paid in settlement which
were actually
and reasonably incurred by him in connection with such action, suit
or
proceeding (including, but not limited to, the investigation,
defense or appeal
thereof), if he acted in good faith and in a manner he reasonably
believed to be
in or not opposed to the best interests of the Corporation, and,
with respect to
any criminal action or proceeding, if he had no reasonable cause to
believe his
conduct was unlawful.
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4. ACTIONS BY OR IN THE RIGHT
OF THE CORPORATION
The Indemnitee
shall be entitled to the indemnification rights provided
in this Section if he is a person who was or is a party or is
threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding
brought by or in the right of the Corporation to procure a judgment
in its favor
by reason of the fact that he is or was a director, officer,
employee or agent
or fiduciary of the Corporation, or is or was serving at the
request of the
Corporation as a director, officer, employee, agent or fiduciary of
another
entity, including, but not limited to, another corporation,
partnership, joint
venture or trust, or by reason of any act or omission by him in any
such
capacity. Pursuant to this Section, the Indemnitee shall be
indemnified against
all expenses (including attorneys' fees), costs and amounts paid in
settlement
actually and reasonably incurred by him in connection with such
action, suit or
proceeding (including, but not limited to, the investigation,
defense or appeal
thereof), if he acted in good faith and in a manner he reasonably
believed to be
in or not opposed to be the best interests of the Corporation;
provided,
however, that no such indemnification shall be made in respect of
any claim,
issue, or matter as to which applicable law expressly prohibits
such
indemnification by reason of any adjudication of liability of the
Indemnitee to
the Corporation, unless and only to the extent that the Courts of
the State of
Nevada or the court in which such action or suit was brought shall
determine
upon application that, despite the adjudication of liability but in
view of all
the circumstances of the case, the Indemnitee is fairly and
reasonably entitled
to indemnity for such expenses and costs which such court shall
deem proper.
5. INDEMNIFICATION FOR COSTS,
CHARGES AND EXPENSES OF SUCCESSFUL PARTY
Notwithstanding
the other provisions of this Agreement, to the extent
that the Indemnitee has served on behalf of the Corporation as a
witness or
other participant in any claim, action or proceeding, or has been
successful, on
the merits or otherwise, in defense of any action, suit or
proceeding referred
to in Sections 3 and 4 hereof, or in defense of any claim, issue or
matter
therein, including, but not limited to, the dismissal of any action
without
prejudice, he shall be indemnified against all costs, charges and
expenses
(including attorneys' fees) actually and reasonably incurred by him
in
connection therewith.
6. PARTIAL INDEMNIFICATION
If the Indemnitee
is entitled under any provision of this Agreement to
indemnification by the Corporation for some or a portion of the
expenses
(including attorneys' fees), costs, judgments, fines and amounts
paid in
settlement actually and reasonably incurred by him in connection
with the
investigation, defense, appeal or settlement of such suit, action,
investigation
or proceeding described in Section 3 or 4 hereof, but is not
entitled to
indemnification for the total amount thereof, the Corporation shall
nevertheless
indemnify the Indemnitee for the portion of such expenses
(including reasonable
attorneys' fees), costs, judgments, penalties, fines and amounts
paid in
settlement actually and reasonably incurred by him to which the
Indemnitee is
entitled. Without limiting the generality of the foregoing, if the
action suit,
and so forth, is brought against the Indemnitee in his capacity as
a director,
officer, or employee and a stockholder, the presumption shall be
that recovery
is sought by reason of the Indemnitee's status as a director,
officer or
employee.
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7. DETERMINATION OF ENTITLEMENT
TO INDEMNIFICATION
Upon
