EXHIBIT 10.7
INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT is made and entered
into this day of September 18, 2008 by and between Capital Gold
Corporation, a Delaware corporation (the "Corporation"), and J.
Scott Hazlitt ("Executive").
RECITALS
A. Corporation
has engaged the services of Executive to provide the customary
services of a Vice President of Mine Development of a public
company in connection with the business of Corporation;
and
B. Corporation
has agreed to provide certain indemnity to Executive in connection
with services requested from and provided by Executive to
Corporation; and
C. The parties
desire, by this writing, to memorialize said indemnity
agreement.
AGREEMENT
NOW, THEREFORE, in consideration of executive
services rendered to Corporation by Executive and for other good
and valuable consideration, it is agreed as follows:
1.
INDEMNITY. Subject only to the exclusions set
forth in Section 2 below, Corporation hereby undertakes and agrees
to indemnify and hold Executive, including his, employees and
agents, harmless from and against any and all claims, suits,
damages, losses, costs, liabilities, fees and expenses suffered or
incurred from or as a result of services by Executive to
Corporation in such capacity commencing with his initial engagement
as Corporation’s Vice President of Mine
Development. Without limiting the foregoing, the rights
of indemnity hereunder extend to and include protection against any
and all expenses (including attorneys' fees), witness fees,
damages, judgments, fines and amounts paid in settlement and any
other amounts that Executive becomes legally obligated to pay
because of any third party’s claim or claims made against or
by him in connection with any threatened, pending or completed
action, suit or proceeding, wheth
