Exhibit 10.4
ABRAXAS PETROLEUM CORPORATION
INDEMNIFICATION AGREEMENT
This Indemnification Agreement ("Agreement") is made as of December 15, 2006, by and between Abraxas
Petroleum Corporation, a Nevada corporation (the "Company"), and _____________________________
("Indemnitee").
RECITALS
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 being
asserted against directors and officers of public companies in today's environment;
WHEREAS, basic protection against undue risk of personal liability of directors and officers heretofore has been
provided through insurance coverage providing reasonable protection at reasonable cost, and Indemnitee has
relied on the availability of such coverage; but as a result of substantial changes in the marketplace for such
insurance it has become increasingly more difficult to obtain such insurance on terms providing reasonable
protection at reasonable cost;
WHEREAS, the Amended and Restated Bylaws of the Company require the Company to indemnify its directors
and officers to the fullest extent permitted by 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 such Amended and Restated Bylaws;
WHEREAS, the current difficulty in obtaining adequate director and officer liability insurance coverage at a
reasonable cost and uncertainties as to the availability of indemnification created by recent court decisions have
increased the risk that the Company will be unable to retain and attract as directors and officers the most capable
persons available;
WHEREAS, the Board of Directors of the Company has determined that the inability of the Company to retain
and attract as directors and officers the most capable persons would be detrimental to the i