EXHIBIT 10.8
INDEMNIFICATION AGREEMENT
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This Agreement is made as of the 25th day of October, 1999, by and between
Xxxx X. XxXxxx, an individual ("McAfee") and xXxxxxxxxxx.xxx, Inc., a Nevada
corporation ("xXxxxxxxxxx.xxx").
Subject to the terms of this agreement, McAfee hereby agrees to fully
reimburse xXxxxxxxxxx.xxx, Inc. for any and all claims, losses, fines,
settlements, judgments, liabilities, damages, fees, expenses and costs
associated with those claims asserted against Wireless Netcom, Inc. (a
predecessor company to xXxxxxxxxxx.xxx) in that action filed by Xxxxxx X. Xxxxx,
Chapter 7 Trustee for Voxel, Inc. (the "Trustee"), entitled In Re:Voxel, Case
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Xx. XX00-00000-XX, and Xxxxx x. WNC, pending in the United States Bankruptcy
Court for the Central District of California (the "Adversary Proceeding")
(collectively, the "Fees and Costs").
xXxxxxxxxxx.xxx shall advance reasonable fees and costs for attorneys
selected by xXxxxxxxxxx.xxx for its defense in the Adversary Proceeding;
attorneys fees and costs for McAfee's defense in the Adversary Proceeding,
settlement amounts related to the Adversary Proceeding, if any, and amounts for
the purchase of Voxel creditor claims, if any. McAfee shall agree to the
payment of any reasonable settlement or creditor purchases by xXxxxxxxxxx.xxx.
Any amounts advanced by xXxxxxxxxxx.xxx in the Adversary Proceeding
pursuant to this agreement shall be repaid to xXxxxxxxxxx.xxx by McAfee either
in an equivalent value of common shares (value to be determined by the trailing
twenty-trading-day average closing price of the publicly-traded shares of
xXxxxxxxxxx.xxx as of the date of the transfer of shares by McAfee to
xXxxxxxxxxx.xxx) or in cash, at the sole election of McAfee, within six months
after the date of final disposition of the Voxel matter by xXxxxxxxxxx.xxx.
This obligation is collateralized by five hundred thousand (500,000) shares
(the "Pledged Shares") of xXxxxxxxxxx.xxx common stock pledged to
xXxxxxxxxxx.xxx by McAfee to secure the performance of this agreement. This
Indemnification Agreement is not a personal obligation of McAfee and is not
personally guaranteed by McAfee. In no event shall xXxxxxxxxxx.xxx have any
rights against McAfee other than the right to receive the portion of the Pledged
Shares required for performance by McAfee of this agreement at the time that
amounts are due from McAfee.
This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective successors, assigns
(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), and estates. This Agreement shall continue in effect regardless of
whether McAfee continues to serve as an officer or director of the Company or
another enterprise at the Company's request.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but in making proof hereof it shall not be
necessary to produce or account for more than one such counterpart.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and signed as of the day and year first above written.
_________________________________________
Xxxx XxXxxx
Accepted by:
xXxxxxxxxxx.xxx, Inc.
By: _____________________________________
Xxxxxx Xxxxxxxx
Chief Executive Officer & President
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