INDEMNIFICATION AGREEMENT
Exhibit 10.19
This Agreement executed August 2, 2007 constitutes that AMEREX GROUP, INC. and its related companies
or subsidiaries, shall and hereby does indemnify and hold harmless Xxxxxxx Xxxxx (Indemnitee)
against all expenses, judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is
threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in
the right of the Company), including, without limitation, all liability arising out of the
negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon
the Company’s obligations pursuant to this Agreement shall be that the Company shall not be
obligated to make any payment to Indemnitee that is finally determined to be unlawful. Whether or
not the indemnification provided for herein is available, in respect of any threatened, pending or
completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or
would be if joined in such action, suit or proceeding), the Company shall pay, in the first
instance, the entire amount of any judgment or settlement of such action, suit or proceeding
without requiring Indemnitee to contribute to such payment and the Company hereby waives and
relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter
into any settlement of any action, suit or proceeding in which the Company is jointly liable with
Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement
provides for a full and final release of all claims asserted against Indemnitee.
The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any
other rights to which Indemnitee may at any time be entitled under applicable law, the certificate
of incorporation of the Company, the Bylaws, any agreement, a vote of stockholders, a resolution of
directors or otherwise. No amendment, alteration or repeal of this Agreement or of any provision
hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any
action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment,
alteration or repeal. To the extent that a change in the Oklahoma General Corporation Law, whether
by statute or judicial decision, permits greater indemnification than would be afforded currently
under the Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall
enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein
conferred is intended to be exclusive of any other right or remedy, and every other right and
remedy shall be cumulative and in addition to every other right and remedy given hereunder or now
or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any
other right or remedy.
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This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors (including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business or assets of the
Company), assigns, spouses, heirs, executors and personal and legal representatives.
Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Headings. The headings of the paragraphs of this Agreement are inserted for
convenience only and shall not be deemed to constitute part of this Agreement or to affect
the construction thereof.
Governing Law and Consent to Jurisdiction. This Agreement and the legal relations among the
parties shall be governed by, and construed and enforced in accordance with, the laws of the State
of Oklahoma, without regard to its conflict of laws rules. The Company and Indemnitee hereby
irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in
connection with this Agreement shall be brought only in the District Court, County of Tulsa, of the
State of Oklahoma, and not in any other state or federal court in the United States of America or
any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the
Oklahoma Court aforementioned for purposes of any action or proceeding arising out of or in
connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to
service of process in the State of Oklahoma, irrevocably P. Xxxxx Xxxxxxx as its agent in the State
of Oklahoma as such party’s agent for acceptance of legal process in connection with any such
action or proceeding against such party with the same legal force and validity as if served upon
such party personally within the State of Oklahoma, (iv) waive any objection to the laying of venue
of any such action or proceeding in the aforementioned Oklahoma Court, and (v) waive, and agree not
to plead or to make, any claim that any such action or proceeding brought in the aforementioned
Oklahoma Court has been brought in an improper or inconvenient forum.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first written above.
| Xxxxxxx Xxxxx | ||
on behalf of the Company and it Board of Directors |
||
By:
|
/s/ Xxxxxxxx Xxxxxx | By: | /s/ Xxxxxxx Xxxxx | |||||||
| Name: Xxxxxxxx Xxxxxx | Name: Xxxxxxx Xxxxx | |||||||||
| Title: CEO | Title: Individual | |||||||||
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