INDEMNITY
AGREEMENT
THIS AGREEMENT is made effective as of March 31, 2009, by and
between TESCO CORPORATION, a corporation incorporated under the
Alberta Business Corporations Act (the "Indemnitor" ), and
_____________, a Director of the Indemnitor (the
"Indemnitee" ).
WHEREAS the Indemnitor wishes to induce the Indemnitee to serve
or continue to serve as a Director of the Indemnitor; and
WHEREAS the Indemnitee is willing, under certain circumstances,
to serve as a Director of the Indemnitor; and
WHEREAS the Indemnitee has indicated that he does not regard the
indemnities available under the By-Laws of the Indemnitor as
adequate to protect him against the risks associated with his
acting as a Director of the Indemnitor; and
WHEREAS Section 124 of the Alberta Business Corporations Act,
under which law the Indemnitor is incorporated (the "Act" )
empowers corporations to indemnify a person serving as a Director
of the Indemnitor;
NOW THEREFORE in consideration of his service as a Director of
the Indemnitor, the Indemnitor hereby agrees to indemnify the
Indemnitee as follows:
- Indemnity
-
- To the full extent permitted by law, the
Indemnitor shall indemnify the Indemnitee, his heirs and his legal
representatives from and against any Expenses (as hereinafter
defined) reasonably incurred by the Indemnitee or which the
Indemnitee becomes legally obligated to pay in connection with any
Proceeding (hereinafter defined) by reason of the fact that
Indemnitee is or was a Director of the Indemnitor; by reason of any
actual or alleged error or misstatement or misleading statement
made or suffered by Indemnitee; or by reason of any action taken by
him or of any inaction on his part while acting as such Director
whether or not related to a Proceeding.
- In the event that the approval of a court is
required to effect any indemnification granted hereunder, the
Indemnitor agrees to use its best efforts to obtain the court's
approval to such indemnification. Notwithstanding the foregoing,
the Indemnitee may apply to the court for an order approving any
indemnity by the Indemnitor of the Indemnitee pursuant to this
Agreement.
- The Indemnitor further agrees that:
-
- it will maintain a comprehensive policy of
insurance with respect to liability relating to its directors and
officers and that the Indemnitor will use its reasonable best
efforts to include the Indemnitee as an insured under such policy
to the maximum extent reasonably possible;
- it will indemnify the Indemnitee promptly for
any Expenses that the Indemnitee incurs pursuant to paragraph 1(a)
hereof, notwithstanding that any such Expenses are or may be
covered by any contract of insurance under which the Indemnitor or
the Indemnitee is insured; and
- it will fully indemnify the Indemnitee for
any Expenses that the Indemnitee incurs pursuant to paragraph 1(a)
hereof, notwithstanding any deductible amounts or policy limits
contained in any contract of insurance under which the Indemnitor
or the Indemnitee is insured.
- Proceeding Defined
As used in this Agreement, the term
"Proceeding" shall include, without limitation,
-
- any threatened, pending or completed claim;
and
- any civil, criminal or administrative action,
suit or proceeding;
in any case to which the Indemnitee may
be or may have been involved, as a party or otherwise (including
any actions, proceedings, investigations, inquiries or hearings in
which the Indemnitee is compelled by authorities or requested by
the Indemnitor to participate, whether or not charges have been
laid against the Indemnitee or the Indemnitor).
- Expenses Defined
As used in this Agreement, the term "Expenses" shall
include, without limitation, costs, charges, expenses, including
all legal fees as between a solicitor and his client and other
professional fees and out-of-pocket expenses for attending
discoveries, trials, hearings and meetings to prepare for
Proceedings; and including any amounts paid to settle a Proceeding
or satisfy a judgment or any fines or penalties levied, any costs,
charges and expenses of establishing a right to indemnification
hereunder and any income taxes incurred by the Indemnitee as a
result of receiving indemnity payments hereunder.
- Presumptions and Knowledge
-
- For purposes
of any determination hereunder the
Indemnitee will be deemed, subject to compelling evidence to the
contrary, to have acted in good faith and in the best interests of
the Indemnitor. The Indemnitor will have the burden of establishing
the absence of good faith.
- The knowledge and/or actions, or failure to
act, of any other director, officer, agent or employee of the
Indemnitor or any other entity will not be imputed to the
Indemnitee for purposes of determining the right to indemnification
under this Agreement.
- The Indemnitor will have the burden of
establishing that any Expense it wishes to challenge is not
reasonable.
- Investigation by Indemnitor.
The Indemnitor may conduct any
investigation it considers appropriate of any Proceeding of which
it receives notice under section 13, and will pay all costs of that
investigation. The Indemnitee will, acting reasonably, co-operate
fully with the investigation provided that the Indemnitee will not
be required to provide assistance that would materially prejudice
his or her defence. The Indemnitee will be compensated by the
Indemnitor at the rate of US$2,000 per day (or partial day) plus
reasonable out-of-pocket Expenses actually incurred provided that
the Indemnitee will not be entitled to the per diem if he/she is
employed as an officer of the Indemnitor when co-operation is
sought.
- Payment for Expenses of a
Witness.
Notwithstanding any other provision of
this Agreement, to the extent that the Indemnitee is, by reason of
the fact that the Indemnitee is or was a director of the Indemnitor
or of another entity at the Indemnitor's request, a witness or
participant other than as a named party in a Proceeding, the
Indemnitor will pay to the Indemnitee all out-of-pocket Expenses
actually and reasonably incurred by the Indemnitee or on the
Indemnitee's behalf in connection therewith. The Indemnitee will
also be compensated by the Indemnitor at the rate of US$2,000 per
day (or partial day) provided that the Indemnitee will not be
entitled to the per diem if he/she is employed as an officer of the
Indemnitor when co-operation is sought.
- Enforcement
If a claim or request under this Agreement is not paid by the
Indemnitor, or on its behalf, within thirty days after a written
claim or request has been received by the Indemnitor, the
Indemnitee may at any time thereafter bring suit against the
Indemnitor to recover the unpaid amount of the claim or request and
if successful in whole or in part, the Indemnitee shall also be
entitled to be paid the Expenses of prosecuting such suit. The