EXHIBIT 10(e)
SANTA FE ENERGY RESOURCES, INC.
INDEMNITY AGREEMENT
Agreement dated as of __________by and between Santa Fe Energy
Resources, Inc., a Delaware corporation (the "Corporation"), and the undersigned
Indemnitee.
Indemnitee currently is serving as an Officer of the Corporation and the
Corporation desires that Indemnitee continue to serve in such capacity.
Indemnitee is willing to continue to serve in such capacity if Indemnitee is
adequately protected against the risks associated with such service.
Accordingly, the indemnity provided by this Agreement is offered as an
inducement for Indemnitee's agreeing to continue to serve as an Officer;
provided, however, that Indemnitee's service to the Corporation may be
terminated at the option of either party at any time as further discussed at
paragraph 8 of this Agreement.
In addition to the indemnification to which Indemnitee is entitled
pursuant to the Bylaws of the Corporation, and as additional consideration for
Indemnitee's continued service, the Corporation has furnished at its expense
directors and officers liability insurance protecting Indemnitee in connection
with such service. Such insurance excludes or limits coverage for certain types
of claims for which coverage applied in prior years.
The Corporation and Indemnitee have concluded that the indemnities
available under the Corporation's Bylaws and the insurance currently in effect
need to be supplemented to more fully protect Indemnitee against the risks
associated with Indemnitee's service to the Corporation.
In consideration of the premises and of the mutual agreements
hereinafter set forth, the parties hereto agree as follows:
1. The Corporation shall pay on behalf of Indemnitee and Indemnitee's
executors, administrators or assigns, any amount which Indemnitee is
or becomes legally obligated to pay as a result of any claim or claims
made against Indemnitee by reason of the fact that Indemnitee served
as an Officer of the Corporation or because of any actual or alleged
breach of duty, neglect, error, misstatement, misleading statement,
omission or other act done, or suffered or wrongfully attempted by
Indemnitee in Indemnitee's capacity as an Officer of the Corporation.
The payments that the Corporation will be obligated to make hereunder
shall include (without limitation) damages, judgments, settlements,
costs and expenses of investigation, costs and expenses of defense of
legal actions, claims and proceedings and appeals therefrom, and costs
of attachments and similar bonds; provided, however, that the
Corporation shall not be obligated to pay fines or other obligations
or fees imposed by law or otherwise that it is prohibited by
applicable law from paying as indemnity or for any other reason.
2. Costs and expenses (including, without limitation, attorneys' fees)
incurred by the Indemnitee in defending or investigating any action,
suit, proceeding or claim shall be paid by the Corporation in advance
of the final disposition of such matter upon
receipt of a written undertaking by or on behalf of Indemnitee to
repay any such amounts if it is ultimately determined that Indemnitee
is not entitled to indemnification under the terms of this Agreement.
3. If a claim under this Agreement is not paid by or on behalf of the
Corporation within ninety days after a written claim has been received
by the Corporation, Indemnitee may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and,
if successful in whole or in part, Indemnitee shall also be entitled
to be paid the expense of prosecuting such claim.
4. In the event of payment under this Agreement, the Corporation shall be
subrogated to the extent of such payment to all of the rights of
recovery of Indemnitee, who shall execute all papers required and
shall do everything that may be necessary to secure such rights,
including the execution of such documents necessary to enable the
Corporation effectively to bring suit to enforce such rights.
5. The Corporation shall not be liable under this Agreement to make any
payment in connection with any claim made against Indemnitee:
(a) for which payment is actually made to Indemnitee under an
insurance policy maintained by the Corporation, except in respect
of any excess beyond the amount of payment under such insurance;
(b) for which Indemnitee is indemnified by the Corporation otherwise
than pursuant to this Agreement;
(c) based upon or attributable to Indemnitee gaining in fact any
personal profit or advantage to which Indemnitee was not legally
entitled;
(d) for an accounting of profits made from the purchase or sale by
Indemnitee of securities of the Corporation within the meaning of
Section 16(b) of the Securities Exchange Act of 1934 and
amendments thereto; or
(e) brought about or contributed to by the dishonesty of Indemnitee;
provided, however, that notwithstanding the foregoing, Indemnitee
shall be protected under this Agreement as to any claims upon
which suit may be brought alleging dishonesty on the part of
Indemnitee, unless a judgment or other final adjudication thereof
adverse to Indemnitee shall establish that Indemnitee committed
acts of active and deliberate dishonesty with actual dishonest
purpose and intent, which acts were material to the cause of
action so adjudicated.
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6. Indemnitee, as a condition precedent to his right to be indemnified
under this Agreement, shall give to the Corporation notice in writing
as soon as practicable of any claim made against him for which
indemnity will or could be sought under this Agreement. Notice to the
Corporation shall be directed to Santa Fe Energy Resources, Inc., 1616
S. Voss, Suite 1000, Houston, Texas 77057, Attention: Secretary (or
such other address as the Corporation shall designate in writing to
Indemnitee). Notice shall be deemed received if sent by prepaid mail
properly addressed, the date of such notice being the date postmarked.
In addition, Indemnitee shall give the Corporation such information
and cooperation as it may reasonably require and as shall be within
Indemnitee's power.
7. Nothing herein shall be deemed to diminish or otherwise restrict
Indemnitee's right to indemnification under any provision of the
Certificate of Incorporation or Bylaws of the Corporation or under
Delaware law.
8. Indemnitee agrees to serve as an Officer of the Corporation to the
best of Indemnitee's ability; however, nothing in this Agreement is
intended to create a contract of employment and Indemnitee's
employment may be terminated at the option of either party at any
time, with or without cause.
9. This Agreement shall be governed by and construed in accordance with
Delaware law.
10. This Agreement shall be binding upon all successors and assigns of the
Corporation (including any transferee of all or substantially all of
its assets and any successor by merger or operation of law) and shall
inure to the benefit of the heirs, personal representatives and estate
of Indemnitee.
11. If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever (i) the
validity, legality and enforceability of the remaining provisions of
this Agreement (including without limitation, all portions of any
paragraphs of this Agreement containing any such provision held to be
invalid, illegal or unenforceable, that are not by themselves,
invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby, and (ii) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, all
portions of any paragraph of this Agreement containing any such
provision held to be invalid, illegal or unenforceable that are not
themselves invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent of the parties that the Corporation
provide protection to Indemnitee to the fullest enforceable extent.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and signed as of the day and year first above written.
ATTEST: SANTA FE ENERGY RESOURCES, INC.
____________________________ By:_________________________________
Secretary James L. Payne
President
INDEMNITEE
____________________________________
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