IX ENERGY HOLDINGS, INC.
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
This Director and Officer Indemnification Agreement, dated as of ________, 2008 (this "Agreement"),
is made by and between IX Energy Holdings, Inc., a Delaware corporation (the "Company"), and
_____________ (the “Indemnitee").
Section 141 of the Delaware General Corporation Law provides that the business and affairs of a
corporation shall be managed by or under the direction of its board of directors.
By virtue of the managerial prerogatives vested in the directors and officers of a Delaware
corporation, directors and officers act as fiduciaries of the corporation and its stockholders.
Thus, it is critically important to the Company and its stockholders that the Company be able to
attract and retain the most capable persons reasonably available to serve as directors and officers of the
In recognition of the need for corporations to be able to induce capable and responsible persons to
accept positions in corporate management, Delaware law authorizes (and in some instances requires)
corporations to indemnify their directors and officers, and further authorizes corporations to purchase and
maintain insurance for the benefit of their directors and officers.
The Delaware courts have recognized that indemnification by a corporation serves the dual policies
of (1) allowing corporate officials to resist unjustified lawsuits, secure in the knowledge that, if vindicated, the
corporation will bear the expense of litigation, and (2) encouraging capable women and men to serve as
corporate directors and officers, secure in the knowledge that the corporation will absorb the costs of defending
their honesty and integrity.
The number of lawsuits challenging the judgment and actions of directors and officers of Delaware
corporations, the costs of defending those lawsuits and the threat to personal assets have all mat