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Exhibit 10.2
INDEMNIFICATION AND HOLD HARMLESS AGREEMENT
THIS INDEMNIFICATION AND HOLD HARMLESS AGREEMENT (this
"Agreement") is made as of February 26, 2007, by and between
W&T Offshore, Inc., a Texas corporation (the "Company"), and
John D. Gibbons ("Indemnitee").
WHEREAS , in order to incentivize Indemnitee to serve, or
to continue to serve, as an officer of the Company (in any such
case, the "Service"), the Company has agreed to indemnify
Indemnitee as set forth below;
NOW, THEREFORE , in consideration of the foregoing and
certain other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties, intending to be legally bound,
hereby agree as follows:
1. Indemnification . Effective as of the original date of
Indemnitee’s beginning Service, the Company shall indemnify
Indemnitee and hold Indemnitee harmless if the Indemnitee 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, arbitrative or investigative, and in any
appeal in such action, suit or proceeding, and in any inquiry or
investigation that could lead to such an action, suit or
proceeding, against any and all liabilities, obligations (whether
known or unknown, or due or to become due or otherwise), judgments,
fines, fees, penalties, interest obligations, deficiencies, other
actual losses (for example, verifiable lost income related to time
spent defending such claim or action) and reasonable expenses
(including, without limitation amounts paid in settlement,
interest, court costs, costs of investigators, reasonable fees and
expenses of attorneys, accountants, financial advisors and other
experts) incurred or suffered by Indemnitee in connection with such
action, suit or proceeding arising out of or pertaining to any
actual or alleged action or omission which arises out of or relates
to the fact that Indemnitee is or was serving as a director or
officer of the Company or at the request of the Company as a
director, officer, trustee, employee, or agent of or in any other
capacity for another corporation, partnership, joint venture, trust
or other enterprise, to the fullest extent permitted by then
applicable law and the Company’s Articles of Incorporation
and Bylaws, each as amended (but in the case of any such amendment,
only to the extent that such amendment permits the Company to
provide the same or broader indemnification rights than permitted
prior thereto) (each such liability, obligation, judgment, fine,
fee, penalty, interest obligation, deficiency, other actual losses,
and reasonable expenses being referred to herein as a "Loss," and
collectively, as "Losses").
2. Payment . Any Loss incurred by Indemnitee shall be
paid in full by the Company on a regular, monthly basis. This
indemnity applies even if the Indemnitee caused the Loss through
his or her negligence, strict liability or other fault; however, if
any Losses for which Indemnitee received payment from the Company
under this Agreement are determined by final judicial decision from
which there is no further right to appeal, to have been caused by
Indemnitee under circumstances with respect to which
indemnification is not permitted by applicable law or this
Agreement (any such Loss, a
"Non-Indemnification Loss"), Indemnitee shall
repay to the Company such Losses paid on behalf of Indemnitee
hereunder.
3. Term . The indemnification rights provided hereby to
Indemnitee shall continue even though he or she may have ceased to
be a director, officer, trustee, employee, or agent of or in any
other capacity for the applicable entity.
4. Notice and Coverage Prior to Notice. Indemnitee shall
give notice (the "Notice") to the Company within five days after
actual receipt of service or summons related to any action begun in
respect of which indemnity may be sought hereunder or actual notice
of assertion of a claim with respect to which he se
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