Exibit 10.1
INDEMNIFICATION AGREEMENT
This Indemnification
Agreement (this
"Agreement") is made and entered
into as of ______________, by and between
Astrata Group
Incorporated, a
Nevada
corporation (the "Company"), and
_______________ (the "Indemnitee").
W I T N E S S E T H:
WHEREAS, the
interpretation
of ambiguous
statutes, regulations and
bylaws regarding indemnification of directors and
officers may be too uncertain
to provide such directors and officers with adequate notice of the legal,
financial and other risks to which they may be exposed by virtue of their
service as such; and
WHEREAS, damages
sought against
directors and officers in shareholder
or similar litigation by class action
plaintiffs may be
substantial,
and the
costs of defending such actions and of judgments in
favor of plaintiffs
or of
settlement therewith may be prohibitive for
individual directors
and officers,
without regard to the merits of a
particular action and
without regard to
the
culpability of, or the receipt of improper personal benefit by, any named
director or officer to the detriment of the
corporation; and
WHEREAS, the issues in controversy in such litigation usually
relate to
the knowledge, motives and intent of the
director or officer,
who may be the
only person with firsthand knowledge of essential facts or exculpating
circumstances who is qualified to testify in
such person's
defense regarding
matters of such a subjective nature, and the long period of time which may
elapse before final disposition of such
litigation may impose undue hardship and
burden on a director or officer or on such person's estate in launching and
maintaining a proper and adequate
defense for a director
or officer or for such
person's estate against claims for damages;
and
WHEREAS, the Company
is organized under the Nevada General Corporation
Law (the "NGCL"), and Sections 78.7502 and
78.751 of the Nevada Revised Statutes
("the NRS") permit a corporation organized under the NGCL to enter into
agreements with respect to indemnification;
and
WHEREAS, the
Articles of
Incorporation
of the Company (as it
may be
amended or amended from time to time, the
"Articles of
Incorporation)
provides
that the Company "shall indemnify to the fullest extent
permitted by Nevada law
(as the same may be amended and
supplemented)
any person made or
threatened to
be made a party to an action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that such
person or his
or her testator in intestate is or was a
director, officer, employee or agent of
the Corporation, or any predecessor of the
Corporation, or serves
or served at
any other enterprise as a director,
officer, employee or agent at the request of
the Corporation or any predecessor to the
Corporation"; and
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WHEREAS, the Board of
Directors and
stockholders of the
Company have
concluded that it is reasonable and prudent for the Company
contractually
to
obligate itself to indemnify in a
reasonable and adequate manner the Indemnitee
and to assume for itself maximum liability for expenses and damages in
connection with claims lodged against the
Indemnitee for such person's decisions
and actions as a director, officer, employee or agent of the Company
and its
subsidiaries;
NOW, THEREFORE,
in consideration of
the foregoing, and of
other good
and valuable consideration, the receipt and sufficiency of which are
acknowledged by each of the parties hereto,
the parties agree as follows:
ARTICLE I
DEFINITIONS
For purposes of this
Agreement,
the following terms shall have the
meanings set forth below:
A. "Board" shall mean the Board of Directors of the Company.
B. "Corporate Status" shall mean the status of a person who is or
was a
director, officer, employee or agent of the Company,
or is or was or agreed to
become a member of any committee of the
Board, and the status of a person who is
or was serving or has agreed to serve at the request of the Company as a
director, officer, partner (including service as a general partner of any
limited partnership), member, trustee, employee, or
agent of another foreign or
domestic corporation, partnership, limited liability company,
joint venture,
trust, other incorporated or unincorporated entity or enterprise or
employee
benefit plan. For the purposes of this Agreement, any person serving as a
director, officer, partner, member, trustee, employee, or agent of any
subsidiary of the Company or any employee
benefit plan of the
Company or any of
its subsidiaries shall be deemed to be so
serving at the request of the Company,
and no corporate or other action shall be or be deemed to be required to
evidence any such request.
C. "Expenses" shall
mean any and all expenses actually and reasonably
incurred directly or indirectly in connection with a Proceeding, including,
without limitation, all attorneys' fees, retainers, court costs, transcript
costs, fees of experts, investigation fees and expenses,
accounting and witness
fees, travel expenses, duplicating costs, printing and
binding costs, telephone
charges, postage, delivery service fees and
all other disbursements or expenses
of the types customarily incurred in connection with
prosecuting,
defending,
preparing to prosecute or defend, investigating or being or preparing to be a
witness in a Proceeding.
D. "Liabilities"
shall mean liabilities of any type whatsoever,
including, without limitation, any judgments,
fines, excise taxes and penalties
under the Employee Retirement Income
Security Act of 1974, as amended, penalties
and amounts paid in settlement (including all interest,
assessments
and other
charges paid or payable in connection with or in respect of such
judgments,
fines, penalties or amounts paid in
settlement) actually and reasonably incurred
directly or indirectly in connection with
the investigation, defense, settlement
or appeal of any Proceeding or any claim,
issue or matter therein.
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E. "Proceeding" shall mean any threatened, pending or completed
action,
suit, proceeding, arbitration, alternate dispute resolution mechanism,
investigation, administrative hearing or any other actual, threatened or
completed proceeding, whether civil, criminal,
administrative,
arbitrative or
investigative, any appeal or appeals
therefrom, and any inquiry or investigation
that could lead to any of the
foregoing.
F. "Voting Securities"
shall mean any
securities of the
Company that
are entitled to vote generally in the
election of directors.
ARTICLE II
TERM OF AGREEMENT
This Agreement shall
continue until,
and terminate upon the
later to
occur of (i) the death of the Indemnitee;
or (ii) the final
termination of all
Proceedings (including possible Proceedings)
in respect of which the Indemnitee
is granted rights of indemnification or
advancement of Expenses hereunder and of
any Proceeding commenced by the Indemnitee regarding the interpretation or
enforcement of this Agreement. This Agreement shall govern the
indemnification
rights of the Indemnitee for all
Liabilities and Expenses in connection with any
Proceeding instituted or commenced on or
after the date hereof
notwithstanding
that any alleged act or omission of the
Indemnitee
occurred prior to the date
hereof. The rights of Indemnitee under this
Agreement shall survive termination
of Indemnitee's status as a director, officer, employee, or agent of the
Company.
ARTICLE III
NOTICE OF PROCEEDINGS; DEFENSE OF CLAIMS
Section 3.1 Notice of
Proceedings.
The Indemnitee will notify the
Company promptly in writing upon being served with any summons, citation,
subpoena, complaint, indictment, information or other document
relating to any
Proceeding or matter which may be subject
to indemnification
or advancement of
Expenses covered hereunder, but the Indemnitee's failure to so notify the
Company shall not relieve the Company from
any liability to the Indemnitee under
this Agreement.
Section 3.2
Defense of Claims. The Company will be entitled to
participate, at the expense of the Company, in any Proceeding of which the
Company has notice. The Company jointly with any other indemnifying party
similarly notified of any Proceeding
will be entitled to
assume the defense of
the Indemnitee therein, with counsel
reasonably
satisfactory to the Indemnitee;
provided, however, that the Company shall
not be entitled to assume the defense
of the Indemnitee in any Proceeding if the Indemnitee has
reasonably
concluded
that there may be a conflict of interest
between the Company
and the Indemnitee
with respect to such Proceeding. The Company will not be liable to the
Indemnitee under this Agreement for any
Expenses incurred by
the Indemnitee in
connection with the defense of any
Proceeding, other than
reasonable costs
of
investigation or as otherwise provided below, after notice from the Company
to
the Indemnitee of its election to assume
the defense of the Indemnitee therein.
The Indemnitee shall have the right to
employ his or her own counsel in any such
Proceeding, but the fees and expenses of
such counsel incurred after notice from
the Company of its assumption of the
defense thereof shall
be at the expense of
the Indemnitee unless (i) the employment of
counsel by the Indemnitee has been
authorized by the Company; (ii) the Indemnitee shall have
reasonably
concluded
that counsel employed by the Company may
not adequately represent the Indemnitee
and shall have so informed the Company;
or (iii) the Company
shall not in fact
have employed counsel to assume the defense
of the Indemnitee in such Proceeding
or such counsel shall not, in fact, have assumed such defense or such
counsel
shall not be acting, in connection
therewith, with
reasonable diligence; and in
each such case the fees and expenses of the Indemnitee's counsel shall be
advanced by the Company.
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Section 3.3 Settlement
of Claims.
The Company shall not settle any
Proceeding in any manner which would impose
any Liability, penalty or limitation
on the Indemnitee, or cause the Indemnitee to become
subject to or bound by any
injunction, order, judgment or decree, without the written consent of the
Indemnitee, which consent shall not be
unreasonably
withheld or delayed.
The
Company shall not be liable to indemnify
the Indemnitee under
this Agreement or
otherwise for any amounts paid in
settlement of any
Proceeding effected by
the
Indemnitee without the Company's written consent, which consent shall not be
unreasonably withheld or delayed.
ARTICLE IV
INDEMNIFICATION
Section 4.1 In
General. Upon the
terms and subject to the conditions
set forth in this Agreement, the Company shall hold harmless
and indemnify the
Indemnitee against any and all Liabilities
and Expenses actually incurred by or
for the Indemnitee in connection with any
Proceeding (whether
the Indemnitee is
or becomes a party, a witness or otherwise is a
participant in any role) to the
fullest extent required or permitted by
applicable
law in effect on the
date
hereof and to such greater extent as applicable law may hereafter from time to
time require or permit. To the extent that the Indemnitee has at any time
heretofore served or at any time hereafter serves as a director, officer,
employee, partner, trustee or agent of, for, or on
behalf of any subsidiary of
the Company, the Company expressly agrees and acknowledges
that Indemnitee was
or is serving in each such capacity at the
request of the Company.
Section 4.2 Proceeding
other Than a
Proceeding by or in
the Right of
the Company. Without limiting the generality of Section
4.1, if the Indemnitee
was or is a party or is threatened to be
made a party to any Proceeding (whether
the Indemnitee is or becomes a party, a
witness or otherwise is a participant in
any role) (other than a Proceeding
by or in the right of
the Company) by reason
of the Indemnitee's Corporate Status, or by reason of any alleged act or
omission by the Indemnitee in any such
capacity, the Company
shall, subject to
the limitations set forth in Section 4.6
below, hold harmless
and indemnify the
Indemnitee against any and all Liabilities and Expenses of the Indemnitee in
connection with the Proceeding if the
Indemnitee acted in good faith.
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Section 4.3
Proceeding
by or in the
Right of the
Company. Without
limiting the generality of Section 4.1, if the
Indemnitee was or is a
party or
is threatened to be made a party to any
Proceeding (whether the Indemnitee is or
becomes a party, a witness or otherwise is a
participant in any
role) by or in
the right of the Company to procure a judgment in its favor by reason of the
Indemnitee's Corporate Status, or by reason of any alleged act or
omission by
the Indemnitee in any such capacity, the Company shall, subject to the
limitations set forth in Section 4.6 below,
hold harmless and indemnify the
Indemnitee against any and all Expenses of
the Indemnitee in connection with the
Proceeding if the Indemnitee acted in good
faith; except that no indemnification
under this Section 4.3 shall be made in
respect of any claim, issue or matter as
to which the Indemnitee shall have been
finally adjudged, pursuant to a judgment
or other adjudication which is final and
has become nonappealable, to be liable
to the Company, unless a court of
appropriate jurisdiction (including, bu
