EXHIBIT 10.1
INDEMNIFICATION AND HOLD HARMLESS
AGREEMENT
THIS INDEMNIFICATION AND HOLD
HARMLESS AGREEMENT (this
“Agreement”) is made as of March 25, 2005, by and
between W&T Offshore, Inc., a Texas corporation (the
“Company”), and Virginia Boulet
(“Indemnitee”).
WHEREAS , in order to incentivize Indemnitee to serve,
or to continue to serve, as a director 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.
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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 a
