Exhibit 10.1
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INDEMNIFICATION AGREEMENT
This Agreement is made effective as of the
7th day of December 2005, by and
between U.S. Gold Corporation, a Colorado
Corporation ("the Company"), and the
undersigned director and/or officer of the
Company (the "Indemnitee") with
reference to the following facts:
The Indemnitee is currently serving as a
director and/or officer of the Company
and the Company wishes the Indemnitee to
continue in such capacity, and, if
requested in the future, to serve in such
other positions with the Company and
its subsidiaries as the Company may
determine. The Indemnitee is willing, under
certain circumstances, to continue serving
as a director and/or officer of the
Company.
The Indemnitee does not regard the
indemnities available under the Company's
Articles of Incorporation (the "Articles of
Incorporation") and Bylaws (the
"Bylaws") as adequate to protect the
Indemnitee against the risks of personal
liability associated with the Indemnitee's
service to the Company. In this
connection the Company and the Indemnitee
now agree they should enter into this
Indemnification Agreement in order to
provide greater protection to Indemnitee
against such risks of service to the
Company.
In order to induce the Indemnitee to
continue to serve as a director and/or
officer of the Company and in consideration
of the Indemnitee's continued
service, the Company hereby agrees to
indemnify the Indemnitee as follows:
1. Indemnity.
The Company will indemnify the Indemnitee, his executors,
administrators or assigns, for any Expenses
(as defined below) which the
Indemnitee is or becomes legally obligated
to pay in connection with any
Proceeding. As used in this Agreement the
term "Proceeding" includes any
threatened, pending or completed claim,
action, suit or proceeding, whether
brought by or in the right of the Company
or otherwise and whether of a civil,
criminal, administrative or investigative
nature, in which the 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
actual or alleged error or misstatement or
misleading statement made or suffered
by the Indemnitee, by reason of any action
taken by him or of any inaction on
his part while acting as such director or
officer, or by reason of the fact that
he was serving at the request of the
Company as a director, trustee, officer,
fiduciary, employee or agent of another
corporation, partnership, joint venture,
trust or other enterprise; provided, that
in each such case 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,
in the case of a criminal proceeding,
had no reasonable cause to believe that his
conduct was unlawful. As used in
this Agreement, the term "other enterprise"
includes (without limitation)
employee benefit plans and administrative
committees thereof, and the term
"fines" includes (without limitations) any
excise tax assessed with respect to
any employee benefit plan.
2. Expenses. As
used in this Agreement, the term "Expenses" includes,
without limitation, damages, judgments,
fines, penalties, settlements and costs,
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reasonable attorneys' fees and
disbursements and costs of attachment or similar
bonds, and investigations in connection
with investigating, defending, being a
witness or participating in any Proceeding,
and any expenses of establishing a
right to indemnification under this
Agreement.
3. Enforcement.
If a claim or request under this Agreement is not paid by
the Company, or on its behalf, within
thirty days after a written claim or
request has been received by the Company,
the Indemnitee may at any time
thereafter bring suit against the Company
to recover the unpaid amount of the
claim or request and if successful in whole
or in part, the Indemnitee shall be
entitled to be paid also the Expenses of
prosecuting such suit.
4. Subrogation.
In the event of payment under this Agreement, the Company
shall be subrogated to the extent of such
payment to all of the rights of
recovery of the Indemnitee, who shall
execute all papers required and shall do
everything that may be necessary to secure
such rights, including the execution
of such documents necessary to enable the
Company effectively to bring suit to
enforce such rights; provided, however,
that neither this right of subrogation
nor the exclusion set forth in Section 5(b)
below shall apply to any right of
recovery of the Indemnitee or any payment
received by the Indemnitee from an
entity that is the primary employer of the
Indemnitee or on whose behalf the
Indemnitee serves as a director and/or
officer of the Company or an affiliate of
any such entity.
5. Exclusions.
The Company shall not be liable under the Agreement to make
any payment in connection with any claim
made against the Indemnitee:
(a) to the extent that payment is actually made to the Indemnitee
under
a valid, enforceable and collectible
insurance policy;
(b) to the extent that the Indemnitee is indemnified and actually
paid
otherwise than pursuant to this Agreement,
subject to Section 4;
(c) in connection with a judicial action by or in the right of
the
Company, in respect of any claim, issue or
matter as to which the Indemnitee
shall have been adjudged to be liable for
negligence or misconduct in the
performance of his duty to the Company
unless, and only to the extent that, any
court in which such action 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 as such court shall deem
proper;
(d) if it is proved by final judgment in a court of law or other
final
adjudication to have been based upon or
attributable to the Indemnitee's having
gained any personal profit or advantage to
which he was not legally entitled;
(e) for a disgorgement of profits made from the purchase and sale
by
the Indemnitee of securities pursuant to
Section 16(b) of the Securities
Exchange Act of 1934 and amendments thereto
or similar provisions of any state
statutory law or common law;
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(f) brought about or contributed to by the dishonesty of the
Indem
