READY MIX, INC.
OFFICER/DIRECTOR INDEMNIFICATION AGREEMENT
THIS AGREEMENT
(“Agreement”) is entered into and effective this 5th
day of August 2008 (“Effective Date”), by and
between Ready Mix, Inc., a Nevada corporation
(“Corporation”), and Robert A. De Ruiter (the
“Indemnified Party”).
WHEREAS, the Board
of Directors of the Corporation has determined that it is in the
best interest of the Corporation and its shareholders to agree to
indemnify the Indemnified Party (who is a director and/or officer
of the Corporation) from and against certain liabilities for
actions taken by him during the performance of his tasks for the
Corporation.
NOW, THEREFORE, in
consideration of the premises and for other good and valuable
consideration, the receipt, adequacy and sufficiency of which is
hereby acknowledged, the parties hereto agree as
follows:
1.
Indemnification . The Corporation shall indemnify and
hold harmless, to the fullest extent permitted by applicable law as
it presently exists or may hereafter be amended, the Indemnified
Party, if the Indemnified Party was or is made or is threatened to
be made a party or a witness or is otherwise involved in any
action, suit, arbitration, alternative dispute resolution mechanism
or proceeding, whether civil, criminal, administrative or
investigative (any of the foregoing being referred to as a
“Proceeding”), by reason of the fact that the
Indemnified Party, or a person for whom the Indemnified Party is
the legal representative, is or was a director or officer of the
Corporation or, while a director or officer of the Corporation, is
or was serving at the request of the Corporation as a director,
officer, employee or agent (a director, officer, employee or agent
is referred to as an “Indemnified Position”) of another
corporate entity or of a partnership, joint venture, trust, limited
liability company enterprise or any other type of entity (an
“Other Entity”), including service with respect to
employee benefit plans, against all claims, demands, debts, duties,
liabilities, judgments, fines and amounts paid in settlement and
expenses (including attorneys’ fees and expenses) actually
and reasonably incurred by the Indemnified Party in connection with
the investigation, defense, negotiation and settlement of any such
Proceeding (including an action by or in the right of the
Corporation) to which the Indemnified Party is or becomes a party,
or is threatened to be made a party, by reason of the fact that the
Indemnified Party is in an Indemnified Position with the
Corporation or of any Other Entity. Nothwithstanding the foregoing,
no change in Nevada law shall have the effect of reducing the
benefits available to the Indemnified Party hereunder based on
Nevada law as in effect on the Effective Date. For the avoidance of
doubt, this Agreement shall apply to the entire period of the
Indemnified Party’s service in an Indemnified Position,
including, without limitation, the Indemnified Party’s
service as a director of the Company prior to the Effective
Date.
2.
Limitations on Indemnity . No indemnity pursuant to
this Agreement shall be made by the Corporation:
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(a)
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For
the amount of such losses for which the Indemnified Party is
indemnified pursuant to any insurance purchased and maintained by
the Corporation; or
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(b)
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If
the Indemnified Party is liable pursuant to NRS 78.138;
or
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(c)
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On
account of any suit in which judgment is rendered against the
Indemnified Party for an accounting of profits made (i) for an
improper personal profit without full and fair disclosure to the
Corporation of all material conflicts of interest and not approved
thereof by a majority of the disinterested members of the Board of
Directors of the Corporation; or (ii) from the purchase or
sale by the Indemnified Party of securities of the Corporation
pursuant to the provisions of Section 16(b) of the Securities
Exchange Act of 1934 and amendments thereto or similar provisions
of any federal, state or local law; or
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(d)
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If
it is established by clear and convincing evidence that the
Indemnified Party did not act in good faith and in a manner in
which the Indemnified Party reasonably believed to be in or not
opposed to the best interests of the Corporation or the Other
Entity, as the case may be, and, with respect to any criminal
action or Proceeding, in which the Indemnified Party had no
reasonable cause to believe the Indemnified Party’s conduct
was unlawful; or
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(e)
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If
a final decision by a court having jurisdiction in the matter shall
determine that such indemnification is not lawful; or
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(f)
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In
connection with a Proceeding (or part thereof) commenced by the
Indemnified Party if the commencement of the Proceeding (or part
thereof) by the Indemnified Person was not authorized by the Board
of Directors of the Corporation.
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The termination of
any action, suit or Proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent,
does not, of itself, create a presumption that the person is liable
pursuant to NRS 78.138 or did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, or that, with respect to any criminal
action or Proceeding, he had reasonable cause to believe that his
conduct was unlawful.
3.
Court-Ordered Indemnification . Nothwithstanding any
other provision of this Agreement, a court of appropriate
jurisdiction, upon application of the Indemnified Party and such
notice as the court shall require, may order indemnification if it
determines that the Indemnified Party is fairly and reasonably
entitled to indemnification in view of all the relevant
circumstances, whether or not the Indemnified Party (i) has
met the standards of conduct set forth under Nevada law or
(ii) has been adjudged liable for receipt of an improper
personal benefit under Nevada law, in which case the court may
order such indemnification as the court shall deem
proper.
4.
Continuation of Indemnity . All obligations of the
Corporation contained in this Agreement shall continue during the
period the Indemnified Party is in an Indemnified Position and
thereafte
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