AMENDED INDEMNIFICATION AGREEMENT
EXHIBIT 10
AMENDED INDEMNIFICATION AGREEMENT
THIS AMENDED INDEMNIFICATION AGREEMENT (“Agreement”) is entered into effective as of June 15,
2007, by and between Panhandle Oil and Gas Inc., an Oklahoma corporation (the “Company”), and
(“Indemnitee”).
WHEREAS, it is essential to the Company to retain and attract as directors and officers the
most capable persons available;
WHEREAS, Indemnitee is a director and/or officer of the Company;
WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other
claims currently being asserted against directors and officers of corporations in today’s
environment;
WHEREAS, pursuant to an existing Indemnification Agreement (the “Existing Indemnification
Agreement”), the Company has contractually agreed to indemnify the Indemnitee;
WHEREAS, the Company’s Amended and Restated Bylaws (“Bylaws”) require the Company to indemnify
and advance expenses to its directors and officers to the fullest extent permitted under Oklahoma
law, and the Indemnitee has been serving and continues to serve as a director and/or officer of the
Company, in part, in reliance on the Bylaws and the Existing Indemnification Agreement;
WHEREAS, the current difficulty in obtaining adequate director and officer liability insurance
coverage at a reasonable cost has increased the risk that the Company will be unable to retain and
attract as directors and officers the most capable persons available;
WHEREAS, the Company has determined that it may be unable to retain and attract as directors
and officers the most capable persons which would be detrimental to the interests of the Company,
and that Company therefore should seek to assure such persons that indemnification and insurance
coverage will be available at all times in the future; and
WHEREAS, in recognition of: (i) the Indemnitee’s need for substantial protection against
personal liability in order to enhance the Indemnitee’s continued service to the Company in an
effective manner, (ii) the increasing difficulty in obtaining satisfactory director and officer
liability insurance coverage, and (iii) the
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Indemnitee’s reliance on the Bylaws and the Existing Indemnification Agreement, and in part to
provide the Indemnitee with specific contractual assurance that the protection promised by the
Bylaws will be available to the Indemnitee (regardless of, among other things, any amendment to or
revocation of the Bylaws or the Company’s Articles or Certificate of Incorporation or any change in
the board of directors of the Company or acquisition transaction relating to the Company), the
Company wishes to amend the provisions of the Existing Indemnification Agreement in order to
provide in this Agreement for the indemnification of and the advancing of expenses to the
Indemnitee to the broadest and fullest extent permitted by law and as set forth in this Agreement,
and, to the extent insurance is maintained, for the continued coverage of the Indemnitee under the
directors and officers liability insurance policy of the Company.
NOW, THEREFORE, in consideration of the above premises and of the Indemnitee continuing to
serve the Company directly or, at its request, another enterprise, and intending to be legally
bound hereby, the parties hereto agree to amend the Existing Indemnification Agreement in its
entirety, and further agree, as follows:
1. Certain Definitions. In addition to terms defined elsewhere herein, the following
terms have the following meanings when used in this Agreement:
1.1 Affiliate: any corporation or other person or entity that directly, or indirectly
through one or more intermediaries, controls or is controlled by, or is under common control with,
the person specified.
1.2 Board: the Board of Directors of the Company.
1.3 Change in Control: shall be deemed to have occurred if (i) any “person” (as such
term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) (other than a trustee or other fiduciary holding securities under an employee
benefit plan of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of
the total voting power represented by the Company’s then outstanding Voting Securities, or (ii)
during any period of two consecutive years, individuals who at the beginning of such period
constitute the Board, and any new director, whose election by the Board or nomination for election
by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to constitute a majority
of the Board, or (iii) the stockholders of the Company approve a merger or consolidation of the
Company with any other corporation, other than a merger or consolidation that would result in the
Voting Securities of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into Voting Securities of the surviving
entity) at least 80% of the total voting power represented by the Voting Securities of the Company
or such surviving entity outstanding immediately after such merger or consolidation, or (iv)
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the stockholders of the Company approve a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company (in one transaction or a series of
transactions) of all or substantially all of the Company’s assets.
1.4 Indemnifiable Expenses: any expense, liability, or loss, including attorneys’ fees
and expenses, judgments, fines, ERISA excise taxes and penalties, amounts paid or to be paid in
settlement with the approval of the Company, any interest, assessments, or other charges imposed
thereon, any federal, state or local or other taxes imposed as a result of the actual or deemed
receipt of any payments under this Agreement, and all other costs and obligations, paid or incurred
in connection with investigating, defending, being a witness in, participating in (including on
appeal), or preparing for any of the foregoing in, any Proceeding relating to any Indemnifiable
Event.
1.5 Indemnifiable Event: any event, occurrence or omission to act that takes place
either prior to, on or after the date of this Agreement, related to the fact that Indemnitee is or
was a director or officer of the Company, or while a director or officer is or was serving at the
request of the Company as a director, officer, partner, member, manager, employee, trustee, agent,
or fiduciary of another corporation, partnership, limited liability company, joint venture,
employee benefit plan, trust, or other enterprise, or related to anything done or not done by
Indemnitee in any such capacity, whether or not the basis of the Proceeding is alleged action or
failure to act in an official capacity as a director, officer, employee, or agent or in any other
capacity while serving as a director, officer, employee, or agent of the Company, as described
above.
1.6 Independent Counsel: the person or body appointed in connection with Section 4.
1.7 Proceeding: any threatened, pending, or completed action, suit, or proceeding or
any alternative dispute resolution mechanism (including an action by or in the right of the
Company), or any inquiry, hearing, or investigation, whether conducted by the Company or any other
party or person, that Indemnitee in good faith believes might lead to the institution of any such
action, suit, or proceeding, whether civil, criminal, administrative, investigative, or other.
1.8 Reviewing Party: the person or body appointed in accordance with Section 4.
1.9 Voting Securities: the Company’s Class A Common Stock, par value $0.01666 per
share, and any other securities of the Company that vote generally in the election of directors.
2. Agreement to Indemnify.
2.1 General Agreement. In the event Indemnitee was, is, or becomes a party to or
witness or other participant in, or is threatened to be made a party to
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or witness or other participant in, a Proceeding by reason of (or arising in part out of) an
Indemnifiable Event, the Company shall indemnify Indemnitee from and against any and all
Indemnifiable Expenses to the broadest and fullest extent permitted by Oklahoma law, as the same
exists or may hereafter be amended or interpreted (but in the case of any such amendment or
interpretation, only to the extent that such amendment or interpretation permits the Company to
provide broader indemnification rights than were permitted prior thereto). The rights of the
Indemnitee provided in this Section 2 shall include, without limitation, the rights set forth in
other sections of this Agreement.
2.2 Indemnifiable Expense Advances. If so requested in writing by the Indemnitee, the
Company shall advance (within 20 days of such written request), any and all Indemnifiable Expenses
incurred by the Indemnitee (an “Expense Advance”). The Company shall, in accordance with such
request (but without duplication), either (i) pay such Indemnifiable Expenses on behalf of the
Indemnitee, or (ii) reimburse the Indemnitee for such Indemnifiable Expenses. The Indemnitee’s
right to an Expense Advance is absolute and shall not be subject to any condition that the Board
shall have determined that the Indemnitee is, or is not, entitled to be indemnified under
applicable law. However, the obligation of the Company to make an Expense Advance pursuant to this
Section 2.2 shall be subject to the condition that, if, when and to the extent that a final
judicial determination is made (as to which all rights of appeal therefrom have been exhausted or
lapsed) that the Indemnitee is not entitled to be so indemnified under applicable law, the Company
shall be entitled to be reimbursed by the Indemnitee who hereby agrees to reimburse the Company for
all such amounts theretofore paid. It is understood and agreed that the foregoing agreement by the
Indemnitee to reimburse the Company shall be deemed to satisfy any requirement that the Indemnitee
provide the Company with an undertaking to repay any Expense Advance if it is ultimately determined
that the Indemnitee is not entitled to indemnification under applicable law. The Indemnitee’s
obligation to reimburse the Company for such Expense Advances shall be unsecured and no interest
shall be charged thereon.
2.3 Initiation of Proceeding by Indemnitee. Notwithstanding anything in this Agreement
to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in
connection with any Proceeding initiated by Indemnitee unless: (i) the Company has joined in or the
Board has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce
Indemnitee’s rights under this Agreement (including an action pursued by Indemnitee to secure a
determination that the Indemnitee should be indemnified under applicable law); or (iii) the
Proceeding is instituted after a Change in Control (other than a Change in Control approved by a
majority of the directors on the Board who were directors immediately prior to such Change in
Control) and Independent Counsel has approved its initiation.
2.4 Mandatory Indemnification. Notwithstanding any other provision of this Agreement,
to the extent that Indemnitee has been successful on the merits or otherwise in defense of any
Proceeding relating in whole or in part to
an Indemnifiable Event or in defense of any issue or matter therein, including
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dismissal
without prejudice, Indemnitee shall be indemnified against all Indemnifiable Expenses incurred in
connection therewith.
2.5 Partial Indemnification. If Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of Indemnifiable Expenses, but
not, however, for the total amount thereof the Company shall nevertheless indemnify Indemnitee for
the portion thereof, to which Indemnitee is entitled.
3. Reliance as Safe Harbor. The Indemnitee shall be entitled to
indemnification for any action or omission to act undertaken (a) in good faith reliance upon the
records of the Company, including its financial statements, or upon information, opinions, reports
or statements furnished to the Indemnitee by the officers or employees of the Company or any of its
subsidiaries in the course of their duties, or by committees of the Board, or by any other person
as to matters the Indemnitee reasonably believes are within such other persons professional or
expert competence, or (b) on behalf of the Company in furtherance of the interests of the Company
in good faith in reliance upon, and in accordance with, the advice of legal counsel or accountants,
provided such legal counsel or accountants were selected with reasonable care by or on behalf of
the Company. In addition, the knowledge and/or actions, or failures to act, of any director,
officer, agent or employee of the Company shall not be imputed to the Indemnitee for purposes of
determining the right to indemnity hereunder.
4. Reviewing Party. Prior to any Change in Control, the Reviewing Party shall be any
appropriate person or body consisting of a member or members of the Board, or any other person or
body appointed by the Board, who is not a party to the particular Proceeding with respect to which
Indemnitee is seeking indemnification. After a Change in Control, the Independent Counsel referred
to below shall become the Reviewing Party. With respect to all matters arising after a Change in
Control (other than a Change in Control approved by a majority of the directors on the Board who
were directors immediately prior to such Change in Control) concerning the rights of Indemnitee to
indemnity payments and Expense Advances under this Agreement or any other agreement or under
applicable law or the Company’s Bylaws or Articles or Certificate of Incorporation now or hereafter
in effect relating to indemnification for Indemnifiable Events, the Company shall seek legal advice
only from Independent Counsel selected by Indemnitee and approved by the Company (which approval
shall not be unreasonably withheld or delayed), and who has not otherwise performed services for
the Company or the Indemnitee (other than in connection with indemnification matters) within the
last five years. The Independent Counsel shall not include any person who, under the applicable
standards of professional conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under
this Agreement. Such counsel, among other things, shall render its written opinion to the Company
and Indemnitee as to whether and to what extent the Indemnitee should be permitted to be
indemnified under applicable
law. The Company agrees to pay the reasonable fees of the Independent Counsel and to indemnify
fully such counsel against any and all expenses (including
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attorneys’ fees), claims, liabilities,
loss, and damages arising out of or relating to this Agreement or the engagement of Independent
Counsel pursuant hereto.
5. Indemnification Process and Appeal.
5.1 Indemnification Payment. Indemnitee shall be entitled to indemnification of
Indemnifiable Expenses, and shall receive payment thereof from the Company in accordance with this
Agreement as soon as practicable after Indemnitee has made written demand on the Company for
indemnification (but in no event less than 20 days after such demand), unless the Reviewing Party
has given a written legal opinion to the Company that Indemnitee is not entitled to indemnification
under applicable law. In determining whether Indemnitee is entitled to be indemnified hereunder,
the Reviewing Party shall presume that the Indemnitee has satisfied the applicable standard and is
entitled to indemnification and the burden of proving such a determination shall be on the
Reviewing Party to establish by clear and convincing evidence that the Indemnitee is not so
entitled.
5.2 Suit to Enforce Rights; Continued Right to Expense Advances. Regardless of any
action by the Reviewing Party, if Indemnitee has not received full indemnification within 30 days
after making a demand in accordance with Section 5.1, Indemnitee shall have the right to enforce
his indemnification rights under this Agreement by commencing litigation in any court in the State
of Oklahoma having subject matter jurisdiction thereof seeking an initial determination by the
court or challenging any determination by the Reviewing Party or any aspect thereof. The Company
hereby consents to service of process and to appear in any such proceeding. If the Indemnitee
commences litigation proceedings to secure a determination that the Indemnitee should be
indemnified under applicable law, any determination made by the Reviewing Party that the Indemnitee
is not entitled to be indemnified under applicable law shall not be binding, the Indemnitee shall
continue to be entitled to receive Expense Advances, and the Indemnitee shall not be required to
reimburse the Company for any Expense Advance, until a final judicial determination is made (as to
which all rights of appeal therefrom have been exhausted or lapsed) that the Indemnitee is not
entitled to be so indemnified under applicable law. Any determination by the Reviewing Party not
challenged by the Indemnitee shall be binding on the Company and Indemnitee. The remedy provided
for in this Section 5 shall be in addition to any other remedies available to Indemnitee at law or
in equity.
5.3 Defense to Indemnification, Burden of Proof and Presumptions. It shall be a
defense to any action brought by Indemnitee against the Company to enforce this Agreement (other
than an action brought to enforce a claim for Indemnifiable Expenses incurred in defending a
Proceeding in advance of its final disposition) that it is not permissible under applicable law for
the Company to indemnify Indemnitee for the amount claimed. In connection with any such action as
to whether Indemnitee is entitled to be indemnified hereunder, the court shall
presume that the Indemnitee has satisfied the applicable standard and is entitled to
indemnification and the burden of proving such a defense shall be on the Company
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or its representative to establish by clear and convincing evidence that the Indemnitee is not so
entitled. Neither the failure of the Reviewing Party or the Company (including its Board,
Independent Counsel, or its stockholders) to have made a determination prior to the commencement of
such action by Indemnitee that indemnification of the claimant is proper under the circumstances
because Indemnitee has met the standard of conduct set forth in applicable law, nor an actual
determination by the Reviewing Party or Company (including its Board, Independent Counsel, or its
stockholders) that the Indemnitee had not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the Indemnitee has not met the applicable
standard of conduct. For purposes of this Agreement, the termination of any Proceeding, by
judgment, order, settlement (whether with or without court approval), conviction, or upon a plea of
nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any
particular standard of conduct or have any particular belief or that a court has determined that
indemnification is not permitted by applicable law.
6. Indemnification for Indemnifiable Expenses Incurred in Enforcing Rights. The
Company shall indemnify Indemnitee against any and all Indemnifiable Expenses that are incurred by
Indemnitee in connection with any action brought by Indemnitee for:
(i) indemnification or advance payment of Indemnifiable Expenses by the Company under
this Agreement or any other agreement or under applicable law or the Company’s Bylaws or
Articles or Certificate of Incorporation now or hereafter in effect relating to
indemnification for Indemnifiable Events, and/or
(ii) recovery under directors’ and officers’ liability insurance policies maintained by
the Company, but only in the event that Indemnitee ultimately is determined to be entitled
to such indemnification or insurance recovery, as the case may be. In addition, the Company
shall, if so requested by Indemnitee, advance the foregoing Indemnifiable Expenses to
Indemnitee, subject to and in accordance with Section 2.2.
7. Notification and Defense of Proceeding.
7.1 Notice. Promptly after receipt by Indemnitee of actual notice of the commencement
of any Proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the
Company under this Agreement, notify the Company of the commencement thereof; but the omission so
to notify the Company will not relieve the Company from any liability that it may have to
Indemnitee, except as provided in Section 7.3.
7.2 Defense. With respect to any Proceeding as to which Indemnitee notifies the
Company of the commencement thereof, the Company will be entitled to participate in the Proceeding
at its own expense and, except as otherwise provided below, to the extent the Company so wishes, it
may assume the defense thereof with
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counsel reasonably satisfactory to Indemnitee. After notice
from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company
shall not be liable to Indemnitee under this Agreement or otherwise for any Indemnifiable Expenses
subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than
reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right
to employ legal counsel in such Proceeding, but all Indemnifiable Expenses related thereto incurred
after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense
unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company; (ii)
Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee
and the Company in the defense of the Proceeding; (iii) after a Change in Control (other than a
Change in Control approved by a majority of the directors on the Board who were directors
immediately prior to such Change in Control), the employment of counsel by Indemnitee has been
approved by the Independent Counsel; or (iv) the Company shall not in fact have employed counsel to
assume the defense of such Proceeding, in each of which cases, all Indemnifiable Expenses of the
Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense
of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made
the determination provided for in (ii) or a situation defined in (iii) or (iv) above.
7.3 Settlement of Claims. The Company shall not be liable to indemnify Indemnitee
under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected
without the Company’s written consent, such consent not to be unreasonably withheld or delayed;
provided, however, that if a Change in Control has occurred (other than a Change in Control
approved by a majority of the directors on the Board who were directors immediately prior to such
Change in Control), the Company shall be liable for indemnification of Indemnitee for amounts paid
in settlement if the Independent Counsel has approved the settlement. The Company shall not settle
any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without
Indemnitee’s written consent. The Company shall not be liable to indemnify the Indemnitee under
this Agreement with regard to any judicial award if the Company was not given a reasonable and
timely opportunity, at its expense, to participate in the defense of such action; the Company’s
liability hereunder shall not be excused if participation in the Proceeding by the Company was
barred by this Agreement.
8. Establishment of Trust. In the event of a Change in Control (other than a Change in
Control approved by a majority of the directors on the Board who were directors immediately prior
to such Change in Control), the Company shall, upon written request by Indemnitee, create a Trust
for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall
fund
the Trust in an amount sufficient to satisfy any and all Indemnifiable Expenses reasonably
anticipated at the time of each such request to be incurred in connection with investigating,
preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable
Event. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding
obligation shall be determined by the
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Independent Counsel. The terms of the Trust shall provide
that: (i) the Trust shall not be revoked or the principal thereof invaded without the written
consent of the Indemnitee, (ii) the Trustee shall advance, within 10 business days of a request by
the Indemnitee, any and all Indemnifiable Expenses to the Indemnitee (and the Indemnitee hereby
agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be
required to reimburse the Company under Section 2.2 of this Agreement), (iii) the Trust shall
continue to be funded by the Company in accordance with the funding obligation set forth above,
(iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be
entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds
in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a
court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified
under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this
Section 8 shall relieve the Company of any of its obligations under this Agreement. All income
earned on the assets held in the Trust shall be reported as income by the Company for federal,
state and local tax purposes. The Company shall pay all costs of establishing and maintaining the
Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees),
claims, liabilities, loss, and damages arising out of or relating to this Agreement or the
establishment and maintenance of the Trust.
9. Non-Exclusivity. The rights of Indemnitee hereunder shall be in addition to any
other rights Indemnitee may have under the Company’s Bylaws and Articles or Certificate of
Incorporation, applicable law, or otherwise; provided, however, that this Agreement shall supersede
the Existing Indemnification Agreement and any other prior indemnification agreement (if any)
between the Company and the Indemnitee. To the extent that a change in applicable law (whether by
statute or judicial decision) permits greater indemnification than would be afforded currently
under the Company’s Bylaws or Articles or Certificate of Incorporation now or hereafter in effect,
applicable law, or this Agreement, it is the intent of the parties that Indemnitee enjoy by this
Agreement the greater benefits so afforded by such change.
10. Liability Insurance. To the extent the Company maintains an insurance policy or
policies providing general and/or directors’ and officers’ liability insurance, Indemnitee shall be
covered by such policy or policies, in accordance with its or their terms, to the maximum extent of
the coverage available for any Company director or officer.
11. Period of Limitations. No legal action shall be brought and no cause of action
shall be asserted by or on behalf of the Company or any Affiliate of the
Company against Indemnitee, Indemnitee’s spouse, heirs, executors, or personal or legal
representatives after the expiration of two years from the date of accrual of such cause of action.
Any claim or cause of action of the Company or its Affiliate shall be extinguished and deemed
released unless asserted by the timely filing and notice of a legal action within such period;
provided, however, that if any shorter
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period of limitations is otherwise applicable to any such
cause of action, the shorter period shall govern.
12. Miscellaneous.
12.1 Amendment of Agreement. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of
any of the provisions of this Agreement shall be binding unless in the form of a writing signed by
the party against whom enforcement of the waiver is sought, and no such waiver shall operate as a
waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a
continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in
exercising any right or remedy hereunder shall constitute a waiver thereof.
12.2 Subrogation. In the event of payment under this Agreement, the Company 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 Company effectively to bring suit
to enforce such rights.
12.3 No Duplication of Payments. The Company shall not be liable under this Agreement
to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee
has otherwise received payment (under any insurance policy, Bylaw, or otherwise) of the amounts
otherwise indemnifiable hereunder.
12.4 Binding Effect. 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 and/or assets of the Company), assigns, spouses, heirs, and personal and legal
representatives. The Company shall require and cause any successor (whether direct or indirect by
purchase, merger, consolidation, or otherwise) to all, substantially all, or a substantial part, of
the business and/or assets of the Company, by written agreement in form and substance satisfactory
to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform if no such succession had taken
place. The indemnification provided under this Agreement shall continue as to Indemnitee for any
action taken or not taken while serving in an indemnified
capacity pertaining to an Indemnifiable Event even though he may have ceased to serve in such
capacity at the time of any Proceeding.
12.5 Severability. If any provision (or portion thereof) of this Agreement shall be
held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the
remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore,
to the fullest extent possible, the
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provisions of this Agreement (including, without limitation,
each portion of this Agreement containing any provision held to be invalid, void, or otherwise
unenforceable that is not itself invalid, void, or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, void, or unenforceable.
12.6 Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Oklahoma applicable to contracts made and to be performed
in such State without giving effect to the principles of conflicts of laws.
12.7 Notices. All notices, requests, consents and other communications hereunder to
any party shall be deemed to be sufficient if contained in a written document: (i) delivered in
person, or (ii)sent by facsimile (with a copy sent by first class mail, postage prepaid), or (iii)
sent by nationally recognized overnight courier service, or (iv) mailed by first class certified or
registered mail, return receipt requested, postage prepaid, addressed to such party at the address
set forth below or such other address as may hereafter be designated on the signature pages of this
Agreement or in writing by such party to the other party.
Notices provided in accordance with this Section 12.7 shall be deemed to have been delivered:
(i) if personally delivered, upon delivery; (ii) if sent by facsimile transmission, upon electronic
confirmation by the sender when received; (iii) if sent by overnight courier service, 24 hours
after deposit with that service; or (iv) if sent by certified or registered mail, return receipt
requested, 48 hours after deposit in the mail.
To Company:
|
Panhandle Oil and Gas Inc. | |
| 0000 Xxxxx Xxxxxxxxx, Xxxxx 000 | ||
| Xxxxxxxx Xxxx, XX 00000 | ||
| Attention: Co-President | ||
| Facsimile: 405.948.2038 | ||
| and | ||
To Indemnitee:
|
See Signature Page. |
12.8 Specific Performance, Etc. The parties recognize that if any provision of this
Agreement is violated by the parties hereto, the Indemnitee may be
without an adequate remedy at law. Accordingly, in the event of any such violation, the
Indemnitee shall be entitled, if the Indemnitee so elects, to institute proceedings, either in law
or at equity, to obtain damages, to enforce specific performance, to enjoin such violation, or to
obtain any relief or any combination of the foregoing as the Indemnitee may elect to pursue.
12.9 Counterparts. This Agreement may be executed in counterparts, each of which shall
for all purposes be deemed to be an original but all of which
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together shall constitute one and the
same agreement. Only one such counterpart signed by the party against whom enforceability is sought
needs to be produced to evidence the existence of this Agreement.
(End of Page – Signatures on Signature Page)
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Signature Page to Amended Indemnification Agreement
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of
the day specified above.
| “COMPANY” | ||||||||
| PANHANDLE OIL AND GAS INC. | ||||||||
| By: | ||||||||
| Xxxxxxx X. Xxxxxxx, Co-President |
||||||||
| “INDEMNITEE” | ||||||||
| (Print Name) |
||||||||
| (Print Address) |
||||||||
| Facsimile: | ||||||||
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