INDEMNITY
AGREEMENT
THIS AGREEMENT
made as of the 1 st day of March, 2007.
Veridicom International, Inc
., a corporation incorporated under
the State of Delaware (the " Indemnitor
")
Daniel
E. Stryker, Jr., Chief Executive Officer and member of the Board
of Directors of Indemnitor (the " Indemnitee
")
A.
The Indemnitee has been requested to
accept and hold a position as an officer and director of the
Indemnitor; and
B.
In consideration of $1.00 and other
good and valuable consideration received, the Indemnitor has agreed
to indemnify the Indemnitee for all liability, losses, damages,
costs, charges, expenses, fines and penalties which have been or
may be sustained by the Indemnitee as a result of his acting as an
officer of the Indemnitor.
IN
WITNESS THEREFORE that in consideration of the premises and
subject to the conditions hereunder and in consideration of the sum
of ONE DOLLAR ($1.00) now paid by the Indemnitee to the Indemnitor
and other good and valuable consideration (the receipt and
sufficiency of which is hereby acknowledged by the Indemnitor), the
parties agree as follows:
1.
General Indemnity
. Subject to section 4 hereof, the
Indemnitor agrees to indemnify and save the Indemnitee harmless
from and against:
(a)
any and all costs, charges,
expenses, fees, damages or liabilities, regardless of when they
arose and howsoever arising and whether arising in law or in equity
or under statute, regulation or governmental ordinance of any
jurisdiction, common law or otherwise (including legal or other
professional fees), and whether incurred alone or jointly with
others, which the Indemnitee may suffer, sustain, incur or be
required to pay arising out of, in connection with or incidental to
any action, suit, demand, proceeding, investigation or claim which
may be brought, commenced, made, prosecuted or threatened against
the Indemnitee (any of the same hereinafter being referred to as a
" Claim ") for or in respect of any act, deed,
matter or thing done, made, permitted or in respect of any omission
to do, make or permit any act, deed, matter or thing whatsoever
required or desirable to do, make or permit, by the Indemnitee
arising out of, in connection with or incidental to the management,
operations, activities or affairs of the Indemnitor or the exercise
by the Indemnitee of his powers or the performance of his duties as
an officer of the Indemnitor, whether sustained or incurred by
reason of his negligence, default, breach of duty, failure to
exercise due diligence or otherwise in relation to the
Indemnitor;
(b)
any and all costs, charges,
expenses, fees, damages or liabilities which the Indemnitee may
suffer, sustain or incur or be required to pay in connection with
investigating, initiating, defending, preparing for, providing
evidence in, instructing and receiving the advice of his own or
other counsel, or any amount paid to satisfy any judgment made,
fine imposed, damages or costs or any amount paid or liability
incurred by the Indemnitee to settle any Claim, or any amount of
tax assessed against the Indemnitee in respect of any indemnity
under this Agreement;
(c)
that to the extent not satisfied,
paid or reimbursed by the Indemnitor, the Indemnitor shall pay or
reimburse the Indemnitee for any and all costs, charges, expenses,
fees or liabilities the Indemnitee sustains, incurs or is required
to pay in or in relation to the management, operations, activities
or affairs of the Indemnitor in the Indemnitee's capacity as an
officer of the Indemnitor, whether or not incurred in connection
with any Claim.
2.
Specific Indemnity for Statutory
Obligations . Without
limiting the generality of the provisions of section 1 hereof and
subject to section 4 hereof, the Indemnitor agrees to indemnify and
save the Indemnitee harmless from and against any and all charges,
costs, expenses, penalties, assessments and liabilities arising by
operation of statute and incurred by the Indemnitee in relation to
the management, operations, activities or affairs of the Indemnitor
in the Indemnitee's capacity as an officer of the Indemnitor,
including but not limited to all statutory obligations to
employees, suppliers, contractors, subcontractors, repairers and
the like and any government or any agency or division of any
government, whether federal, provincial, state, regional or
municipal.
3.
Exclusion of Liability
. Subject to section 4 hereof, the
Indemnitee, in his capacity as an officer of the Indemnitor, shall
not be liable for:
(a)
any act, default, omission, or
neglect of any other consultant, employee, director of the
Indemnitor;
(b)
any act, default, omission, or
neglect of any officer or director of the Indemnitor prior to the
appointment of Indemnitee;
(c)
any loss or damages incurred by the
Indemnitor owing to any receipt or act of any consultant, employee,
director of the Indemnitor in which the Indemnitee has concurred or
joined in for conformity;
(d)
any loss or damages incurred by the
Indemnitor through the insufficiency or deficiency of title to any
property acquired by order of the board of directors or the
officers of the Indemnitor for or on behalf of the
Indemnitor;
(e)
the insufficiency or deficiency of
any security in or upon which any money of the Indemnitor shall be
invested or loaned;
(f)
any loss or damage arising from the
bankruptcy, insolvency or tortious act of any person with whom any
money, security or effect of the Indemnitor shall be
deposited;
(g)
any loss, conversion,
misapplication or misappropriation of or any damage resulting from
any dealings with any money, security or other asset belonging to
the Indemnitor;
(h)
any loss or damage occasioned by
any error of judgment or oversight on the part of the Indemnitee;
or
(i)
any other loss, damage or
misfortune whatever.
4.
Limitation of Indemnity and
Exclusion from Liability . The indemnity provided for in sections 1 and 2
hereof is subject to the Delaware Revised Statutes, and will be
effective unless proved that:
(a)
his failure to act constituted a
breach of his fiduciary duties as officer, and
(b)
his breach of those duties involved
intentional misconduct, fraud or a knowing violation of
law.
The above is
subject to a final judgment imposed by a court of law or if the
Indemnitee admitted to the above allegations.
5.
Court Applications
. The Indemnitor represents and
warrants that it will in a timely manner take all necessary steps,
including without limitation any and all necessary court
applications, to discharge its obligations under this
Agreement.
6.
Extensions,
Modifications . Except as
otherwise provided herein, this Agreement is absolute and
unconditional and the obligations of the Indemnitor shall not be
affected, discharged, impaired, mitigated or released by any
extension of time, indulgence or modification which the Indemnitee
may extend or make with any person making any Claim or demand
against the Indemnitee in connection with his duty as an officer of
the Indemnitor or in respect of any liability incurred by him as an
officer of the Indemnitor.
7.
Other Rights and
Remedies . The
indemnification provided by this Agreement shall not be deemed to
derogate from or exclude any other rights to which the Indemnitee
may be entitled under any provision of any statute or otherwise at
law.
8.
Insolvency
. The liability of the Indemnitor
under this Agreement shall not be affected, discharged, impaired,
mitigated or released by reason of the discharge or release of the
Indemnitee in any bankruptcy, insolvency, receivership or other
proceedings of creditors.
9.
Multiple Proceedings
. No action or proceeding brought
or instituted under this Agreement and no recovery pursuant thereto
shall be a bar or defence to any further action or proceeding which
may be brought under this Agreement.
10.
Modification
. No modification of this Agreement
shall be valid unless the same shall be in writing and signed by
the Indemnitor and the Indemnitee, provided however that if the
Indemnitee is requested to or agrees to act as an officer of any
subsidiary of the Indemnitor, the indemnity provided for herein
shall automatically be deemed to apply to the Indemnitee acting
a
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