INDEMNIFICATION
AGREEMENT
This
Indemnification Agreement (this “ Agreement ”)
is made as of the 27th day of
May, 2009 (the “Effective Date”), by and between
Magellan Petroleum Corporation, a Delaware corporation (the “
Company ”), and
, an individual residing at
,
,
(the “ Indemnitee ”).
A. The
Indemnitee serves or has previously served as a director, officer
and employee of the Company and in such capacities is performing or
has performed valuable services for the Company.
B. The
Delaware General Corporation Law, as amended from time to time (the
“ DGCL ”), permits the Company to indemnify the
officers, directors, employees and agents of the
Company.
C. The
Company desires to hold harmless and indemnify the Indemnitee to
the fullest extent authorized or permitted by the provisions of the
DGCL, or by any amendment thereof or other statutory provisions
authorizing or permitting such indemnification which hereafter may
be adopted.
D. The
Company has entered into this Agreement and has assumed the
obligations imposed on the Company hereby in order to induce the
Indemnitee to serve or to continue to serve as a director, officer
and employee of the Company, and acknowledges that the Indemnitee
is relying upon this Agreement in serving or continuing to serve in
such capacities.
Accordingly, in
consideration of the Indemnitee’s agreement to serve or
continue to serve as a director and/or officer of the Company, the
Company and the Indemnitee agree as follows:
1.
Initial Indemnification .
(a)
General . From and after the Effective Date, the Company
shall indemnify the Indemnitee to the fullest extent permitted by
applicable law whenever he was or is, or is threatened to be made,
a party to or a participant in any threatened, pending or completed
action, suit, arbitration, alternative dispute resolution
mechanism, investigation, inquiry, administrative hearing or any
other actual, threatened or completed proceeding, whether civil,
criminal, administrative or investigative (other than an action by
or in the right of the Company to procure a judgment in its favor),
by reason of the fact that he is or was a director, officer,
employee or agent of the Company, or 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, or
by reason of
any action alleged to have been taken or omitted in any such
capacity, against any and all expenses (including, without
limitation, attorneys’ fees and expenses), judgments, fines,
amounts paid in settlements and other amounts actually and
reasonably incurred by the Indemnitee or on his behalf in
connection with such action, suit or proceeding and any appeal
therefrom or any claim, issue or matter therein if the Indemnitee
acted in good faith and in a manner which he 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 his 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 the Indemnitee did
not satisfy the foregoing standard of conduct to the extent
applicable thereto.
(b)
Derivative Actions . From and after the Effective Date, the
Company shall indemnify the Indemnitee to the fullest extent
permitted by applicable law when he was or is, or is threatened to
be made, a party to or a participant in any threatened, pending or
completed action, suit, arbitration, alternative dispute resolution
mechanism, investigation, inquiry, administrative hearing or any
other actual, threatened or completed proceeding, whether civil,
criminal, administrative or investigative, by or in the right of
the Company to procure a judgment in its favor by reason of the
fact that he is or was or had agreed to become a director, officer,
employee or agent of the Company, or 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, without limitation,
attorneys’ fees and expenses) actually and reasonably
incurred by him or on his behalf in connection with the defense or
settlement of such action, suit or proceeding and any appeal
therefrom or any claim, issue or matter therein 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 Company, except that no
indemnification shall be made in respect of any claim, issue or
matter as to which the Indemnitee shall have been fully adjudged by
a court to be liable to the Company, unless and only to the extent
that the Delaware Court of Chancery, or the court in which such
action, suit or proceeding is or 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 then
only to the extent that the Delaware Court of Chancery or such
other court shall determine.
(c)
Determination of Entitlement . Any indemnification under
Section l(a) or l(b) hereof (unless ordered by a court) shall be
made by the Company only if authorized in the specific case upon a
determination, in accordance with Section 4 hereof or any
applicable provision of the Company’s Restated Certificate of
Incorporation, as then amended (the “Charter”), its
By-laws as then amended (the “By-laws”), any other
agreement, any resolution or otherwise, that indemnification of the
Indemnitee is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section l(a) or
(b) above. Such determination shall be made (i) by the
Company’s Board of Directors (the “Board”) by a
majority vote of directors who are not parties to such action, suit
or proceeding, even though less than a quorum of the Board,
(ii) by a committee of such directors designated by majority
vote of such directors, even though less than a quorum,
(iii) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion or
(iv) by the stockholders of the Company
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(the
“Stockholders”). Notwithstanding the foregoing, as
contemplated by Section 3, no subsequent amendment or change
to the By-laws or Charter which limits or restricts the rights of
the Company to indemnify Indemnitee shall adversely affect the
rights of Indemnitee hereunder.
(d)
Mandatory Indemnification . Notwithstanding any other
provisions of this Agreement, to the fullest extent permitted by
applicable law and to the extent that Indemnitee is a party to (or
participant in) and is successful, on the merits or otherwise, in
any action, suit or proceeding referred to in Section 1(a) or 1(b)
hereof, or in defense of any claim, issue or matter therein, in
whole or in part, the Company shall indemnify Indemnitee against
all expenses (including, without limitation, attorneys’ fees
and expenses) actually and reasonably incurred by him in connection
therewith. If Indemnitee is not wholly successful in such action,
suit or proceeding but is successful, on the merits or otherwise,
as to one or more but less than all claims, issues or matters
therein, the Company shall indemnify Indemnitee against all
expenses actually and reasonably incurred by him or on his behalf
in connection with or related to each successfully resolved claim,
issue or matter to the fullest extent permitted by law.
(e)
Advancement of Expenses . Notwithstanding any provision of
this Agreement to the contrary (other than Section 4), the
Company shall advance, to the extent not prohibited by law, the
expenses (including, without limitation, attorneys’ fees and
expenses) incurred by the Indemnitee in defending any civil,
criminal, administrative or investigative action, suit or
proceeding, and such advancement shall be made within thirty
(30) days after the receipt by Company of a statement or
statements requesting such advances from time to time, whether
prior to or in advance of the final disposition of such action,
suit or proceeding as authorized in accordance with Section 4
hereof or any applicable provision of the Charter, the By-laws, any
other agreement, any resolution or otherwise.
(f)
Benefit Plan Matters . For purposes of this Agreement,
references to “other enterprises” shall include
employee benefit plans; references to “fines” shall
include any excise taxes assessed on the Indemnitee with respect to
any employee benefit plan; references to “serving at the
request of the Company” shall include any service as a
director, officer, employee or agent of the Company which imposes
duties on, or involves services by, the Indemnitee with respect to
an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner he reasonably
believed to be in the interest of the participants and the
beneficiaries of an employee benefit plan shall be deemed to have
acted in a manner “not opposed to the best interests of the
Company” as referred to in this Section 1.
2.
Additional Indemnification .
(a)
General . If and to the extent that (i) the DGCL is
amended hereafter to require or permit indemnification, expense
advancement or exculpation that is or may be more favorable to the
Indemnitee than the maximum permissible indemnification, expense
advancement and exculpation now permitted thereunder and provided
in this Agreement, or (ii) the Company reincorporates in or
merges, consolidates or combines into or with any other corporation
or entity by virtue of which transaction the Company is not the
surviving, resulting or acquiring corporation and the surviving,
resulting or acquiring corporation is incorporated in a different
jurisdiction which at such time requires or permits
indemnification, expense
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advancement or
exculpation that is or may be more favorable to the Indemnitee than
the maximum permissible indemnification, expense advancement and
exculpation now permitted under the DGCL and provided in this
Agreement, then pursuant to this Agreement the Indemnitee shall be
entitled to, and this Agreement shall be deemed to be amended to
provide for the Indemnitee’s contractual entitlement to,
indemnification, expense advancement and exculpation to the maximum
extent that may be permitted or required under such applicable law
at the time of any initial or subsequent request for indemnity
hereunder (determined as contemplated by Section 4 hereof),
whether or not the Company has adopted any Charter or By-law
provisions adopting, effecting or implementing any provisions
thereof which are permissive and not mandatory in nature. Nothing
contained herein shall be deemed to detract from, diminish, impair,
limit or adversely affect any right which the Indemnitee may have
under this Agreement under any circumstances, including without
limitation in the event of subsequent amendment or revision to the
Charter or By-laws, and to the extent that any terms, conditions or
provisions of this Agreement (including, without limitation, those
in Section 1 hereof) are more favorable to the Indemnitee than the
maximum indemnification, expense advancement and exculpation then
permitted or required under such applicable law (determined as
aforesaid), then such terms, conditions and provisions of this
Agreement shall be preserved and integrated with such more
favorable terms from then applicable law and shall continue to
apply to the Indemnitee’s rights by virtue of this Agreement.
The same expansion of the Indemnitee’s rights and deemed
inclusion herein and integration herewith of any terms, conditions
or provisions more favorable to the Indemnitee shall occur upon and
with respect to any amendment of the provisions relating to
indemnification, expense advancement and exculpation in the
Company’s Charter or By-laws and any provision by the Company
to any other officer or director of the Company of any other
different form of indemnification contract or agreement.
(b)
Examples and Limitations . Without limiting the generality
of Section 2(a) hereof, the Indemnitee hereby may become entitled
to indemnification of any and all amounts which he becomes legally
obligated to pay (including, without limitation, damages,
judgments, fines, settlements, expenses of investigation and
defense of legal actions, proceedings or claims and appeals
therefrom, and expenses of appeal, attachment or similar bonds)
relating to or arising out of any claim made against him because of
any act, failure to act or
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