INDEMNIFICATION AGREEMENT
This Agreement dated November 12, 1996 by and between VISTA
TECHNOLOGIES INC., a Nevada corporation (the "Company") and XXXXX X. XXXXX
(the "Indemnified Party").
WHEREAS, the Indemnified Party has and/or will act as a
director, officer, employee, financial advisor and/or agent of the Company;
and
WHEREAS, in consideration of such services, and pursuant to authority
of its Board of Directors, the Company has agreed to enter into this
Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. The Company hereby agrees to indemnify and hold harmless the
Indemnified Party against any and all losses, claims, damages, judgments,
liabilities or costs, including related attorneys' fees and other costs of
investigation, preparation, defense and providing evidence, whether or not in
connection with litigation in which the Indemnified Party is a party, as and
when such losses, claims, damages, judgments, liabilities or costs are
incurred, which are directly or indirectly caused by, relating to, based upon
or arising out of any act or omission on the part of the Indemnified Party in
his or her capacity as a director, officer, employee, financial advisor or
agent of the Company or in connection with any transactions undertaken as a
result of such relationship, including any actions taken or decisions made as
a director, officer, employee, financial advisor or agent with respect
thereto. Furthermore, the Company waives its right to bring any claim against
the Indemnified Party in connection with any matter caused by, relating to,
based upon or arising out of any act or omission on the part of the
Indemnified Party in his or her capacity as a director, officer, employee,
financial advisor or agent of the Company or in connection with any
transactions undertaken as a result of such relationship, other than any
actions based on the gross negligence or willful misconduct of the Indemnified
Party.
2. The Indemnified Party shall promptly notify the Company in writing
of any action or proceeding (including any governmental investigation) brought
or asserted against the Indemnified Party in respect of which indemnity is
sought from the Company hereunder, and (subject to clause (c) below) the
Company shall promptly assume the defense thereof, including the employment of
counsel reasonably satisfactory to the Indemnified Party and the payment of
all fees and expenses incurred in connection with the defense thereof. The
Indemnified Party shall have the right to employ separate counsel in any such
action and to participate in the defense thereof if (a) the Indemnified Party
shall pay the fees and expenses of such separate counsel or (b) the Company
shall have failed promptly to assume the defense of such action or proceeding
through counsel reasonably satisfactory to the Indemnified Party or (c) the
named parties to any such action or proceeding (including any impleaded
parties) include both the Indemnified Party and the Company and the
Indemnified Party shall have been advised in writing by counsel that there may
be one or more legal defenses available to the Indemnified Party which are
different from or additional to those available to the Company, in which case
the Indemnified Party may elect in writing to employ separate counsel at the
expense of the Company (after which the Company shall not have the
right to defense of such action or proceeding on behalf of such Indemnified
Party), it being understood, however, that the Company shall not, in
connection with any one such action or proceeding or separate but
substantially similar or related actions or proceedings in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of attorneys
(together with appropriate local counsel) at any time, which firm shall be
designated by agreement of all indemnified parties and, if no agreement is
reached by the indemnified parties within 15 days of the filing of the
relevant complaint, by the Company. The Company shall not be liable for any
settlement of any such action or proceeding effected without its written
consent (which shall not be unreasonably withheld), but if any such action or
proceeding is settled with its written consent, the Company agrees to
indemnify and hold harmless the Indemnified Party from and against any loss,
claim, damage, or liability (to the extent stated above) by reason of such
settlement or judgment.
3. In order to provide for just and equitable contribution, if a
claim for indemnification hereunder is found unenforceable in a final judgment
by a court of competent jurisdiction (not subject to further appeal), even
though the express provisions hereof provide for indemnification in such case,
then the Company shall contribute to the losses, claims, damages, judgments,
liability or costs to which the Indemnified Parties may be subject in
accordance with the relative benefits received by, and the relative fault of,
the Company in connection with the statements, acts or omissions which
resulted in such losses, claims, damages, judgments, liabilities, or costs.
4. These indemnification provisions shall (i) remain operative and in
full force and effect regardless of any termination of the relationship
between the Company and the Indemnified Party; (ii) inure to the benefit of
any successors, assigns, heirs or personal representative of the Indemnified
Party; and (iii) be in addition to any other rights that the Indemnified Party
may have.
IN WITNESS WHEREAS, this Agreement has been executed by the parties
hereto on the date first written above.
"Company" VISTA TECHNOLOGIES INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, President
By Order of the Board of Directors
"Indemnified Party" /s/ Xxxxx X. Xxxxx 11/18/96
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XXXXX X. XXXXX
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