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EXHIBIT 10.4
INDEMNITY AGREEMENT
This Indemnity Agreement ("Agreement") is made as of April 1, 2005,
by
and between GLOBAL RESOURCE CORPORATION, a Nevada corporation
("Company"), and
(INSERT NAME OF EXECUTIVE) ("Indemnitee"), a director and/or
officer or key
executive, employee or consultant of the Company, or a person
serving at the
request of the Company as a director, officer, employee or agent of
another
enterprise.
RECITALS
A. The Indemnitee is currently serving or has agreed to serve as
a
director and/or officer of the Company or to provide services as a
key
executive, employee or consultant and in such capacity has rendered
and/or will
render valuable services to the Company.
B. The Company has investigated the availability and sufficiency
of
liability insurance and applicable statutory indemnification
provisions to
provide its directors and officers, on the one hand, and its key
executives,
employees and consultants, on the other hand, with adequate
protection against
various legal risks and potential liabilities to which such
individuals are
subject due to their positions with the Company and has concluded
that such
insurance may be unavailable or too costly, and even if purchased
it, and the
statutory provisions, may provide inadequate and unacceptable
protection to
certain individuals requested to serve as its directors and/or
officers or as
its key executives, employees and/or consultants.
C.
It is essential to the Company that it attract and retain as
officers, directors, key executives, employees and consultants the
most capable
persons available and in order to induce and encourage highly
experienced and
capable persons such as the Indemnitee to serve or continue to
serve as a
director and/or officer of the Company, or as a key executive,
employee or
consultant, the Company's Board of Directors has determined, after
due
consideration and investigation of the terms and provisions of the
Agreement and
the various other options available to the Company and the
Indemnitee in lieu
hereof, that this Agreement is not only reasonable and prudent but
necessary to
promote and ensure the best interests of the Company and its
stockholders.
NOW,
THEREFORE, in consideration of the services or continued
services
of the Indemnitee and in order to induce the Indemnitee to serve or
continue to
serve as director, officer, key executive, employee and/or
consultant, the
Company and the Indemnitee do hereby agree as follows:
1. DEFINITIONS. As used in this Agreement:
(a) The term "Proceeding" shall include any threatened, pending
or
completed inquiry, hearing, investigation, action, suit,
arbitration or other
alternative dispute resolution mechanism or proceeding, formal or
informal,
whether brought in the name of the Company or otherwise and whether
of a civil,
criminal or administrative or investigative nature, by reason of
the fact that
the Indemnitee is or was a director and/or officer of the Company,
a key
executive or employee of the Company or a consultant to the Company
or is or was
serving at the request of the Company as a director, officer,
employee,
consultant or agent of another enterprise, whether or not he/she is
serving in
such capacity at the time any liability or expense is incurred for
which
indemnification or reimbursement is to be provided under this
Agreement.
(b) The term "Expenses" includes, without limitation:
attorneys'
fees, costs, disbursements and retainers; accounting and witness
fees; fees of
experts; travel and deposition costs; transcript costs, filing
fees, telephone
charges, postage, copying costs, delivery service fees and other
expenses and
obligations of any nature whatsoever paid or incurred in connection
with any
investigations, judicial or administrative proceedings and appeals,
amounts paid
in settlement by or on behalf of Indemnitee, and any expenses of
establishing a
right to indemnification, pursuant to this Agreement or otherwise,
including
reasonable compensation for time spent by the Indemnitee in
connection with the
investigation, defense or appeal of a Proceeding or action for
indemnification
for which he/she is not otherwise compensated by the Company or any
third party.
The term "Expenses" does not include the amount of judgments,
fines, penalties
or ERISA excise taxes actually levied against the Indemnitee.
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2. AGREEMENT TO SERVE. If applicable, the Indemnitee agrees to
serve or
to continue to serve as a director and/or officer of the Company
for so long as
he/she is duly elected or appointed or until such time as he/she
tenders his/her
resignation in writing or is removed as a director and/or officer.
However,
nothing contained in this Agreement shall be construed as giving
Indemnitee any
right to be retained in the employ of the Company, any subsidiary
or any other
person.
3. INDEMNIFICATION IN THIRD PARTY ACTIONS. The Company shall
indemnify
the Indemnitee if the Indemnitee is a party to or threatened to be
made a party
to or is otherwise involved in any Proceeding (other that a
Proceeding by or in
the name of the Company to procure a judgment in its favor), by
reason of the
fact that the Indemnitee is or was a director and/or officer of the
Company, or
is or was serving at the request of the Company as a director,
officer, key
executive, employee, consultant or agent of another enterprise,
against all
Expenses, judgments, fines, penalties and ERISA excise taxes
actually and
reasonably incurred by the Indemnitee in connection with the
defense or
settlement of such a Proceeding, to the fullest extent permitted by
applicable
corporate law and the Company's Articles of Incorporation; provided
that any
settlement of a Proceeding be approved in writing by the
Company.
4. INDEMNIFICATION IN PROCEEDINGS BY OR IN THE NAME OF THE COMPANY.
The
Company shall indemnify the Indemnitee if the Indemnitee is a party
to or
threatened to be made a party to or is otherwise involved in any
Proceeding by
or in the name of the Company to procure a judgment in its favor by
reason of
the fact that the Indemnitee was or is a director and/or officer of
the Company,
a key executive or employee of the Company, or a consultant to the
Company, or
is or was serving at the request of the Company as a director,
officer, key
executive, employee or agent of another enterprise, against all
Expenses,
judgments, fines penalties and ERISA excise taxes actually and
reasonably
incurred by the Indemnitee in connection with the defense or
settlement of such
a Proceeding, to the fullest extent permitted by applicable
corporate law and
the Company's Articles of Incorporation.
5. CONCLUSIVE PRESUMPTION REGARDING STANDARDS OF CONDUCT. The
Indemnitee shall be conclusively presumed to have met the relevant
standards of
conduct, if any, as defined by applicable corporate law, for
indemnification
pursuant to this Agreement, unless a determination is made that the
Indemnitee
has not met such standards (i) in a written opinion by independent
counsel,
selection of whom has been approved by the Indemnitee in writing,
or (ii) by a
court of competent jurisdiction.
6. INDEMNIFICATION OF EXPENSES OF SUCCESSFUL PARTY. Notwithstanding
any
other provision of the Agreement except subsections 10(a) and 10(b)
below, to
the extent that the Indemnitee has been successful in defense of
any Proceeding
or in defense of any claim, issue or matter therein, on the merits
or otherwise,
including
