Contract
Exhibit
10.11.1
EXECUTION
COPY
INDEMNIFICATION
AGREEMENT (the “Agreement”)
effective from June 15, 2005, between Double Hull Tankers, Inc., a corporation
incorporated under the laws of the Republic of the Xxxxxxxx Islands (the
“Corporation”),
and
EIRIK UBØE, an individual (the “Covered
Person”),
WHEREAS
the Covered Person is employed by Tankers Services AS, a wholly-owned subsidiary
of the Corporation incorporated under the laws of the Kingdom of Norway,
hereinafter the “Subsidiary”;
WHEREAS
the Subsidiary pursuant to a Service Agreement dated January 31 2006 renders
services to the Corporation in the area of financial planning, financial
management and control, and
WHEREAS,
the Corporation acknowledge and agrees that employees in its wholly owned
subsidiaries shall be covered by the same indemnities from the Corporation
as
employees of the Corporation.
NOW,
THEREFORE, in consideration of the foregoing and the terms set forth herein,
the
parties hereto hereby agree as follows:
SECTION
1.01. Right
to 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 Covered Person against all liability and loss suffered, and expenses
(including attorneys’ fees) actually and reasonably incurred, by such Covered
Person in connection with any action, suit, claim, inquiry or proceeding,
whether civil, criminal, administrative or investigative (including an action
by
or in the right of the Corporation) and whether formal or informal (a
“Proceeding”)
and by
reason of the fact that he, or a person for whom he is the legal representative,
is or was a director or officer of the Corporation or the Subsidiary or, while
a
director or officer of the Corporation or the Subsidiary, is or was serving
at
the request of the Corporation or the Subsidiary as a director, officer,
employee, trustee or agent of another corporation or of a partnership, joint
venture, trust, nonprofit entity or other entity, including service with respect
to employee benefit plans. Notwithstanding the preceding sentence, except as
otherwise provided in Section 1.03, the Corporation shall be required to
indemnify or advance expenses to a Covered Person in connection with a
Proceeding (or part thereof) commenced by such Covered Person (and not by way
of
defense) only if the commencement of such Proceeding (or part thereof) by the
Covered Person (i) was authorized in the specific case by the Board, or (ii)
was
brought to establish or enforce a right to indemnification under this Agreement,
the Corporation’s Bylaws, the Corporation’s Amended and Restated Articles of
Incorporation, any other agreement, the Business Corporation Act of the Republic
of the Xxxxxxxx Islands or otherwise.
SECTION
1.02. Prepayment
of Expenses.
The Corporation shall to the fullest extent not prohibited by applicable law
pay
the expenses (including attorneys’ fees) actually and reasonably incurred by the
Covered Person who was or is made or is threatened to be made a party to or
a
witness in or is otherwise involved in any
Proceeding,
by reason of the fact that he, or a person for whom he is the legal
representative, is or was a director or officer of the Corporation or the
Subsidiary or, while a director or officer of the Corporation or the Subsidiary,
is or was serving at the request of the Corporation or the Subsidiary as a
director, officer, employee, trustee or agent of another corporation or of
a
partnership, joint venture, trust, nonprofit entity or other entity, including
service with respect to employee benefit plans in advance of its final
disposition, provided, however, that, to the extent required by law, such
payment of expenses in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the Covered Person to repay
all
amounts advanced if it should be ultimately determined that the Covered Person
is not entitled to be indemnified under this Agreement or
otherwise.
SECTION
1.03. Claims.
If a claim for indemnification (following the final disposition of such
action, suit or proceeding) or advancement of expenses under this Agreement
is
not paid in full within thirty days after a written claim therefor by the
Covered Person has been presented to the Corporation, the Covered Person may
file suit against the Corporation to recover the unpaid amount of such claim
and, if successful in whole or in part, shall be entitled to be paid the expense
of prosecuting such claim. In addition, the Covered Person may file suit against
the Corporation to establish a right to indemnification or advancement of
expenses. In any such action the Corporation shall have the burden of proving
by
clear and convincing evidence that the Covered Person is not entitled to the
requested indemnification or advancement of expenses under applicable
law.
SECTION
1.04. Nonexclusivity
of Rights.
The
rights conferred on the Covered Person by this Agreement shall not be exclusive
of any other rights which such Covered Person may have or hereafter acquire
under any statute, provision of the certificate of incorporation, the bylaws
of
the Corporation, any other agreement, vote of stockholders or disinterested
directors or otherwise.
SECTION
1.05. Other
Sources.
The
Corporation’s obligation, if any, to indemnify or to advance expenses to any
Covered Person who was or is serving at its or the Subsidiary’s request as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, enterprise or nonprofit entity shall be reduced to the extent
such Covered Person has otherwise actually received payment (under any insurance
policy or otherwise) of the amounts otherwise payable by the
Corporation.
ARTICLE
II
GENERAL
PROVISIONS
SECTION
2.01. Amendments.
This
Agreement may not be amended, added to, altered or repealed except by written
instrument signed by each of the parties hereto.
SECTION
2.02. Severability.
If any
term, provision or covenant of this Agreement is held by a court of competent
jurisdiction to be invalid, illegal, void or
unenforceable
in any jurisdiction, then such term, provision or covenant shall, as to such
jurisdiction, be modified or restricted to the extent necessary to make such
provision valid, binding and enforceable, or, if such provision cannot be
modified or restricted, then such provision shall, as to such jurisdiction,
be
deemed to be excised from this Agreement and any such invalidity, illegality
or
unenforceability with respect to such provision shall not invalidate or render
unenforceable such provision in any other jurisdiction, and the remainder of
the
provisions hereof shall remain in full force and effect an shall in no way
be
affected, impaired or invalidated.
SECTION
2.03. Survival.
The
rights and obligations of each party to the this Agreement shall survive and
remain binding and enforceable, notwithstanding any termination of the Covered
Person’s employment with the Corporation or the Subsidiary, to the extent
necessary to preserve the intended benefits of such provisions.
SECTION
2.04. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
Republic of The Xxxxxxxx Islands.
SECTION
2.05. Counterparts.
This
Agreement may be signed in counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the
same
instrument.
SECTION
2.06. No
Waiver.
The
failure of a party to insist upon strict adherence to any term of this Agreement
on any occasion shall not be considered a waiver of such party’s rights or
deprive such party of the right thereafter to insist upon strict adherence
to
that term or any other term of this Agreement.
IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of January
31,
2006.
| DOUBLE HULL TANKERS, INC., | ||
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| By: | /s/ Xxxx Xxxx | |
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Xxxx
Xxxx, on behalf of the Board of Directors of Double Hull Tankers,
Inc.
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/s/
Eirik Ubøe
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