Exhibit 10.2
INDEMNIFICATION AND HOLD HARMLESS
AGREEMENT
THIS
INDEMNIFICATION AND HOLD HARMLESS AGREEMENT (this
“Agreement”) is made as of November ____, 2008, by and
between [insert Energy XXI (Bermuda) Limited subsidiary name], a
______________ formed under the laws of Delaware (the
“Company”), and ______________
(“Indemnitee”).
WHEREAS, in
order to incentivize Indemnitee to serve, or to continue to serve,
as a director and/or officer of the Company (in any such case, the
“Service”), the Company has agreed to indemnify
Indemnitee as set forth below; and
WHEREAS, the
Company recognizes that the increasing difficulty in obtaining
directors’ and officers’ liability insurance, the
increases in the cost of such insurance and the general reductions
in the coverage of such insurance have increased the difficulty of
attracting and retaining such persons; and
WHEREAS, the
Board of Directors of the Company has determined that it is in the
best interests of the Company and its shareholders that the Company
act to assure such persons that there will be increased certainty
of such protection in the future; and
WHEREAS, it is
reasonable, prudent and necessary for the Company to contractually
obligate itself to indemnify such persons to the fullest extent
permitted by applicable law so that they will continue to serve the
Company free from undue concern that they will not be so
indemnified;
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 or on
Indemnitee’s behalf 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, was or has agreed to 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, including the Delaware General Corporations Law
(“DGCL”), the Company’s [insert title
of formation document] and the Company’s Bylaws, each as may
be amended from time to time (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 cause
