EXHIBIT 10.8
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 Christopher M.
Chipman ("Executive").
RECITALS
A. Corporation has engaged
the services of Executive to provide the customary services of
Chief Financial Officer 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
comple