INDEMNIFICATION AGREEMENT
This Indemnification Agreement is made and entered into on this ____ day of
_______________, 1996, by and between Rutherford--Moran Oil Corporation, a
Delaware corporation ("RMOC" or the "Company"), and name~, as a director of RMOC
(the "Director");
WHEREAS, the Director is a member of the Board of Directors and in such
capacity is performing or will perform a valuable service for the Company;
WHEREAS, Section 145 of the General Corporation Law of the State of
Delaware empowers a corporation organized in Delaware to indemnify persons who
serve as directors, officers, employees or agents of the corporation or persons
who serve at the request of the corporation as directors, officers, employees or
agents of another corporation, partnership, joint venture, employee benefit
plan, trust or other enterprise;
WHEREAS, the Company desires to have the Director serve or continue to
serve as a director of the Company, free from undue concern for unpredictable,
inappropriate or unreasonable claims for damages by reason of his being a
director of the Company or by reason of his decisions or actions on its behalf;
and
WHEREAS, the Director is willing to serve, or to continue to serve, or to
take on additional service for the Company on the condition that he be
indemnified as provided for in this Indemnification Agreement;
NOW, THEREFORE, in consideration of the premises and in order to induce the
Director to continue to serve RMOC and its stockholders, the parties hereto
agree as follows:
1. INDEMNIFICATION.
(a) RMOC shall indemnify the Director if he is or was a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of RMOC) by reason
of the fact that the Director is or was a director, officer, employee, or
agent of RMOC or its subsidiaries, or is or was serving at the request of
RMOC as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against all
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by the Director in connection
with such action, suit or proceeding if the Director acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of RMOC, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of NOLO CONTENDERE or its
equivalent, shall not, of itself, create a presumption that the Director
did not act
in good faith and in a manner that he reasonably believed to be
in or not opposed to the best interests of RMOC, and with respect to any
criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
(b) RMOC shall indemnify the Director if he is or was a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of RMOC to procure a judgment in its
favor by reason of the fact that the Director is or was a director,
officer, employee or agent of RMOC or its subsidiaries, or is or was
serving at the request of RMOC as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against all expenses (including attorneys' fees) actually and reasonably
incurred by the Director in connection with the defense or settlement of
such action or suit if the Director acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of RMOC,
except that no indemnification shall be made in respect of any claim, issue
or matter as to which the Director shall have been adjudged to be liable to
RMOC unless and only to the extent that the Delaware Court of Chancery or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability, but in view of all
the circumstances of the case, the Director is fairly and reasonably
entitled to indemnity for such expenses as the Delaware Court of Chancery
or such other court shall deem proper.
(c) RMOC shall indemnify the Director to the extent that the Director
has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in paragraphs (a) and (b) of this
Section 1, or in the defense of any claim, issue or matter therein, against
all expenses (including attorneys' fees) actually and reasonably incurred
by the Director in connection therewith. For purposes of this
Section 1(c), the phrase "successful on the merits or otherwise" shall
include, but not be limited to, any favorable judgment, decision,
declaration, finding or ruling (whether based upon the merits of the case
or on a procedural matter such as the expiration of the statute of
limitations, lack of standing or latches) in favor of the Director in the
defense of any action, suit or proceeding referred to in paragraphs (a) and
(b) of this Section 1 or in the defense of any claim, issue or matter
therein, and shall also include any settlement of such action, suit or
proceeding, if in the opinion of counsel to RMOC such settlement is in the
best interests of RMOC.
(d) Any indemnification of the Director under paragraphs (a) and (b)
of this Section 1 (unless ordered by a court) shall be made by RMOC only as
authorized in the specific case upon a determination that indemnification
of the Director is proper under the circumstances because he has met the
applicable standard of conduct or circumstances set forth in paragraphs (a)
or (b) of this Section 1. Such determination shall be made by an
independent legal counsel ("Special Counsel") retained by RMOC for the
purpose of making such determination. The Special Counsel shall be
retained by RMOC within ten days from the receipt by RMOC of a written
notice of claim by the Director for indemnification and must be reasonably
satisfactory to the Director requesting
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indemnification. RMOC shall be solely responsible for all fees and
expenses of the Special Counsel.
(e) Expenses (including attorney's fees) incurred by the Director in
defending a civil or criminal action, suit or proceeding referred to in
paragraphs (a) and (b) of this Section 1 shall be paid by RMOC in advance
of the final disposition of such action, suit, or proceeding in the manner
provided for in paragraph (d) of this Section 1; provided, however, that as
a condition to such payment the Director shall undertake to repay such
amount unless it shall ultimately be determined that he is entitled to be
indemnified by RMOC as authorized by this Indemnification Agreement.
2. NO CHANGE IN BYLAW INDEMNIFICATION. RMOC shall cause to be
implemented and continued in effect for the benefit of the Director the
indemnification provided for its directors under Section 54 of the Bylaws of
RMOC, as filed with the Securities and Exchange Commission on April 26, 1996,
and in effect on the date hereof, with such changes as may be necessary to
comply with the Delaware General Corporation Law. In the event any Director
shall request any indemnification from RMOC pursuant to such Bylaws, RMOC shall
indemnify the Director in the manner set forth in and to the fullest extent
permitted by such Bylaws and the Delaware General Corporation Law.
3. DURATION OF AGREEMENT; SUBROGATION.
(a) This Indemnification Agreement shall continue until and terminate
upon the later of: (i) ten years after the date that the Director shall
have ceased to serve as a director of the Company; or (ii) the final
termination of any action, suit, arbitration, alternative dispute
resolution mechanism, investigation, administrative hearing or any other
proceeding arising prior to the end of such ten year period, whether civil,
criminal, administrative or investigative, that is pending, threatened or
completed, or that arises on or after the date of this Indemnification
Agreement (regardless of (a) when the Director's act or failure to act
occurred or (b) whether such proceeding is internal or external to the
Company) in respect of which the Director is granted rights of
indemnification or advancement of expenses hereunder. This Indemnification
Agreement shall be binding upon the Company and its successors and assigns
and shall inure to the benefit of the Director and his heirs, executors and
administrators.
(b) In the event of any payment under this Indemnification Agreement,
the Company shall be subrogated to the extent of such payment to all of the
right of recovery of the Director, who shall execute all papers required
and take all action necessary to secure such rights, including execution of
such documents as are necessary to enable the Company to bring suit to
enforce such rights.
(c) The Company shall not be liable under this Indemnification
Agreement to make any payment of amounts otherwise indemnifiable hereunder
if and to the extent that
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the Director has otherwise actually received such payment under any
insurance policy, contract, agreement or otherwise.
4. SUCCESSORS; BINDING AGREEMENT. RMOC shall require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business or assets of RMOC, by agreement in form
and substance reasonably satisfactory to the Director, to assume and expressly
agree to perform this Indemnification Agreement in the same manner and to the
same extent that RMOC would be required to perform it if no such succession
had taken place. Failure of RMOC to obtain such agreement prior to
effectiveness of any succession shall be a breach of this Indemnification
Agreement and shall entitle the Director to monetary damages from RMOC in an
amount necessary to provide the Director with the protections he would be
entitled to hereunder. As used in this Indemnification Agreement, "RMOC"
includes any successor to the business or assets of RMOC as defined above that
executes and delivers the agreement provided for in this Section 4 or that
otherwise becomes bound by all the terms and provisions of this Indemnification
Agreement by operation of law.
5. NOTICE. For the purposes of this Indemnification Agreement, notices
and all other communications required by this Indemnification Agreement shall be
in writing and shall be deemed to have been duly given when delivered or mailed,
postage prepaid, to the respective addresses set forth beneath the signatures
attached to this Indemnification Agreement (provided that all notices to RMOC
shall be directed to the attention of the President of RMOC) or to such other
address or addresses as either party hereto may have furnished to the other.
6. INDEMNITY NOT EXCLUSIVE. This Indemnification Agreement shall be in
addition to any rights which the Director may be entitled to under any law or
other agreement, bylaw provision, vote of stockholders or disinterested
directors or otherwise, and shall enure to the benefit of the heirs, executors
and administrators of the Director.
7. CHOICE OF LAW. The validity, interpretation, construction and
performance of this Indemnification Agreement shall be governed by the laws of
the State of Delaware, without regard to the principles of conflicts of law.
8. VALIDITY. If any provision of this Indemnification Agreement is found
by the Delaware Court of Chancery or other court of competent jurisdiction to be
contrary to public policy or law, such provision shall be construed to be
consistent with such public policy or law to the extent possible, and the
invalidity or unenforceability of any provision of this Indemnification
Agreement shall not affect the validity and enforceability of any other
provision of this Indemnification Agreement, which shall remain in full force
and effect.
9. COUNTERPARTS. This Indemnification Agreement may be executed in
several counterparts, each of which shall be deemed to be an original but all of
which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, each of the parties hereto has executed this
Indemnification Agreement as of the date and year first set forth above.
Rutherford--Moran Oil Corporation
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
Address:
5 Greenway Plaza, Suite 220
Houston, Texas 77046
Director:
_________________________________________
Name:name~
Address:
_________________________________________
_________________________________________
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