EXHIBIT 10.1


 


INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement (the “Agreement”) is
entered into as of                                 
by and between Trony Solar Holdings Company Limited, a Cayman Islands company
(the “Company”) and the undersigned, a [director or officer] of the Company (“Indemnitee”).


 


RECITALS


 


1.             The Company recognizes that highly
competent persons are becoming more reluctant to serve corporations as
directors or in other capacities unless they are provided with adequate protection
through insurance or adequate indemnification against risks of claims and
actions against them arising out of their services to the corporation.


 


2.             The Board of Directors of the
Company (the “Board”) has determined that the inability to attract and retain
highly competent persons to serve the Company is detrimental to the best
interests of the Company and its shareholders and that it is reasonable and
necessary for the Company to provide adequate protection to such persons
against risks of claims and actions against them arising out of their services
to the corporation.


 


3.             The Company and Indemnitee do not
regard the indemnities available under the Company’s current memorandum and
articles of association (the “Articles of Association”) as adequate to protect
Indemnitee against the risks associated with his service to the Company.


 


4.             The Company is willing to indemnify
Indemnitee to the fullest extent permitted by applicable law, and Indemnitee is
willing to serve and continue to serve the Company on the condition that he be
so indemnified.


 


AGREEMENT


 


In consideration of the premises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:


 


I.                                         Definitions


 


The following terms shall have the meanings defined
below:


 


Disinterested Director means a director of the Company who is
not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.


 


Change in Control shall be deemed to have occurred if, on or after the
date of this Agreement, (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) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company acting in such
capacity; (b) a corporation owned directly or indirectly by the
shareholders of the Company in substantially the same proportions as their
ownership of ordinary shares of the Company; or (c) any current beneficial
shareholder or group, as defined by Rule 13d-5 of the Exchange Act,
including the heirs, assigns and successors thereof, of beneficial ownership,
within the meaning of Rule 13d-3 of the Exchange Act, of securities
possessing more than 


 

















 


50% of the total combined voting power of the Company’s
outstanding securities; hereafter becomes the “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities
of the Company representing more than 20% of the total combined voting power represented
by the Company’s then outstanding ordinary shares, (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 shareholders 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 thereof, or (iii) the shareholders of the Company approve a
merger or consolidation of the Company with any other corporation other than a
merger or consolidation which would result in the ordinary shares of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into ordinary shares of the
surviving entity) at least 80% of the total voting power represented by the
ordinary shares of the Company or such surviving entity outstanding immediately
after such merger or consolidation, or the shareholders of the Company approve
a plan of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of (in one transaction or a series of related
transactions) all or substantially all of the Company’s assets.


 


Expenses shall include damages, judgments, fines,
penalties, settlements and costs, attorneys’ fees and disbursements and costs
of attachment or similar bond, investigations, liabilities, losses, taxes, any
expenses 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, and any taxes, interests, assessments or other
charges imposed as a result of the actual or deemed receipt of any payments
under this Agreement.


 


Indemnifiable Event means any event or occurrence that takes
place either before or after the execution of this Agreement, related to the fact
that Indemnitee is or was a director or an officer of the Company, or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other entity,
including services with respect to employee benefit plans, or was a director or
officer of an entity that was a predecessor of the Company or another entity at
the request of such predecessor entity, or related to anything done or not done
by Indemnitee in any such capacity.


 


Independent Counsel means a law firm, or a member of a law firm, that is
experienced in matters of corporation law and neither presently is, nor in the
past five (5) years has been, retained to represent (i) the Company
or Indemnitee in any matter material to either such party (other than with
respect to matters concerning the Indemnitee under this Agreement, or of other
indemnitees under similar indemnification agreements), or (ii) any other
party to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term “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.


 


Participant means a person who is a party to, or
witness or participant (including on appeal) in, a Proceeding.


 


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Proceeding means any threatened, pending, or
completed action, suit or proceeding, or any inquiry, hearing or investigation,
whether civil, criminal, administrative, investigative or other, including any
appeal thereof, in which Indemnitee may be or may have been involved as a party
or otherwise by reason of an Indemnifiable Event, including, without
limitation, any threatened, pending, or completed action, suit or proceeding by
or in the right of the Company.


 


Reviewing Party means (A) the Board by a majority vote of a
quorum consisting of Disinterested Directors, or (B) if a quorum of the
Board consisting of Disinterested Directors is not obtainable or, even if
obtainable, said Disinterested Directors so direct, Independent Counsel in a
written opinion to the Board, a copy of which shall be delivered to Indemnitee.


 


II.                                     Agreement To
Indemnify


 


1.             General Agreement.  In the event Indemnitee was, is, or becomes a
Participant in, or is threatened to be made a Participant in, a Proceeding, the
Company shall indemnify the Indemnitee from and against any and all Expenses
which Indemnitee incurs or becomes obligated to incur in connection with such
Proceeding, to the fullest extent permitted by applicable law.


 


2.             Partial Indemnification.  If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Company for a portion of Expenses,
but not for the total amount of Expenses, the Company shall indemnify the
Indemnitee for the portion of such Expenses to which Indemnitee is entitled.


 


3.             Exclusions.  Notwithstanding anything in this Agreement to
the contrary, Indemnitee shall not be entitled to indemnification under this
Agreement:


 


(a)           to the extent that payment is actually
made to Indemnitee under a valid, enforceable and collectible insurance policy;


 


(b)           to the extent that Indemnitee is
indemnified and actually paid other than pursuant to this Agreement;


 


(c)           in connection with any Proceeding
initiated by Indemnitee against the Company, any director or officer of the
Company or any other party, and not by way of defense, unless (i) the
Company has joined in or the Reviewing Party (as hereinafter defined) has
consented to the initiation of such Proceeding; or (ii) the Proceeding is
one to enforce indemnification rights under this Agreement or any applicable
law;


 


(d)           for a disgorgement of profits made from
the purchase and sale by the Indemnitee of securities pursuant to Section 16(b) of
the Exchange Act or similar provisions of any applicable U.S. state statutory
law or common law;


 


(e)           brought about by the dishonesty or fraud
of the Indemnitee seeking payment hereunder; provided, however, that the
Indemnitee shall be protected under this Agreement as to any claims upon which
suit may be brought against him by reason of any alleged dishonesty on his
part, unless a judgment or other final adjudication thereof adverse to the
Indemnitee establishes that he committed (i) acts of active and deliberate
dishonesty, (ii) with actual dishonest purpose and intent, and (iii) which
acts were material to the cause of action so adjudicated;


 


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(f)            for any judgment, fine or penalty which
the Company is prohibited by applicable law from paying as indemnity;


 


(g)           arising out of Indemnitee’s personal tax
matter; or


 


(h)           arising out of Indemnitee’s breach of an
employment agreement with the Company (if any) or any other agreement with the
Company or any of its subsidiaries.


 


4.             No Employment Rights.  Nothing in this Agreement is intended to
create in Indemnitee any right to continued employment with the Company.


 


5.             Contribution.  If the
indemnification provided in this Agreement is unavailable and may not be paid
to Indemnitee for any reason other than those set forth in Section II. 3,
then the Company shall contribute to the amount of Expenses paid in settlement
actually and reasonably incurred and paid or payable by Indemnitee in such
proportion as is appropriate to reflect (i) the relative benefits received
by the Company on the one hand and by the Indemnitee on the other hand from the
transaction from which such Proceeding arose, and (ii) the relative fault
of the Company on the one hand and of the Indemnitee on the other hand in
connection with the events which resulted in such Expenses, as well as any
other relevant equitable considerations. 
The relative fault of the Company on the one hand and of the Indemnitee
on the other hand shall be determined by reference to, among other things, the
parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent the circumstances resulting in such Expenses, judgments, fines or
settlement amounts.  The Company agrees
that it would not be just and equitable if contribution pursuant to this Section II.
5 were determined by pro rata allocation or any other method of allocation
which does not take account of the foregoing equitable considerations.


 


III.                                 Indemnification
Process


 


1.             Notice and Cooperation By
Indemnitee.  Indemnitee shall give
the Company notice in writing as soon as practicable of any claim made against
Indemnitee for which indemnification will or could be sought under this
Agreement.  Notice to the Company shall
be given in accordance with Section VI.7 below.  In addition, Indemnitee shall give the
Company such information and cooperation as the Company may reasonably request.


 


2.             Indemnification Payment.


 


(a)           Advancement of Expenses. 
Indemnitee may submit a written request with reasonable particulars to
the Company requesting that the Company advance to Indemnitee all Expenses that
may be reasonably incurred in advance by Indemnitee in connection with a
Proceeding.  The Company shall, within
ten (10) business days of receiving such a written request by Indemnitee,
advance all requested Expenses to Indemnitee. 
Any excess of the advanced Expenses over the actual Expenses will be
repaid to the Company.


 


(b)           Reimbursement of
Expenses.  To the extent Indemnitee has not requested
any advanced payment of Expenses from the Company, Indemnitee shall be entitled
to receive reimbursement for the Expenses incurred in connection with a
Proceeding from the Company as soon as practicable after Indemnitee makes a
written request to the Company for reimbursement.


 


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(c)           Determination by the
Reviewing Party.  Notwithstanding the foregoing, (i) the
obligations of the Company under Section II.1 shall be subject to the
condition that the Reviewing Party shall not have determined (in a written
opinion, in any case in which the Independent Counsel referred to in Section III.2(e) hereof
is involved) that Indemnitee would not be permitted to be indemnified under
applicable law or the Company’s Articles of Association, and (ii) the
obligation of the Company to make an advance payment of Expenses to Indemnitee
pursuant to Section III. 2(a) shall be subject to the condition that,
if, when and to the extent that the Reviewing Party determines that Indemnitee
would not be permitted to be so indemnified under applicable law or the Company’s
Articles of Association, the Company shall be entitled to be reimbursed by
Indemnitee (who hereby agrees to reimburse the Company) for all such amounts
theretofore paid; provided, however, that if Indemnitee has commenced or
thereafter commences legal proceedings in a court of competent jurisdiction to
secure a determination that Indemnitee should be indemnified under applicable
law, any determination made by the Reviewing Party that Indemnitee would not be
permitted to be indemnified under applicable law shall not be binding and
Indemnitee shall not be required to reimburse the Company for any advanced
Expenses until a final judicial determination is made with respect thereto (as
to which all rights of appeal therefrom have been exhausted or lapsed). The
Indemnitee’s obligation to reimburse the Company for any advanced Expenses
shall be unsecured and no interest shall be charged thereon. If there has not
been a Change in Control, the Reviewing Party shall be selected by the Board,
and if there has been such a Change in Control (other than a Change in Control
which has been approved by a majority of the Company’s Board who were directors
immediately prior to such Change in Control), the Reviewing Party shall be the
Independent Counsel referred to in Section III.2(e) hereof.


 


(d)           Enforcement of Indemnification
Rights.  If there has been no determination by the
Reviewing Party or if the Reviewing Party determines that Indemnitee
substantively would not be permitted to be indemnified in whole or in part
under applicable law, or if Indemnitee has not otherwise been paid in full
within 30 days after a written demand has been received by the Company,
Indemnitee shall have the right to commence litigation in any court having
subject matter jurisdiction thereof and in which venue is proper to recover the
unpaid amount of the demand (an “Enforcement Proceeding”) and, if successful in
whole or in part, Indemnitee shall be entitled to be paid any and all Expenses
in connection with such Enforcement Proceeding. 
The Company hereby consents to service of process and to appear in any
such proceeding.


 


(e)           Change in Control. 
The Company agrees that if there is a Change in Control of the Company
(other than a Change in Control which has been approved by a majority of the
Company’s Board who were directors immediately prior to such Change in Control)
then, with respect to all matters thereafter arising concerning the rights of
Indemnitees to payments of Expenses under this Agreement or any other agreement
or under the Company’s Articles of Association as now or hereafter in effect,
Independent Counsel shall be selected by the Indemnitee and approved by the
Company (which approval shall not be unreasonably withheld).  Such counsel, among other things, shall
render its written opinion to the Company and Indemnitee as to whether and to
what extent Indemnitee would be permitted to be indemnified under applicable
law, and the Company agrees to abide by such opinion. The Company agrees to pay
the reasonable fees of the Independent Counsel referred to above and to fully indemnify
such counsel against any and all expenses (including attorneys’ fees), claims,
liabilities and damages arising out of or relating to this Agreement or its
engagement pursuant hereto.


 


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3.             Assumption of Defense.  In the event the Company is obligated under
this Agreement to advance or bear any Expenses for any Proceeding against
Indemnitee, the Company shall be entitled to assume the defense of such
Proceeding, with counsel approved by Indemnitee, upon delivery to Indemnitee of
written notice of its election to do so. 
After delivery of such notice, approval of such counsel by Indemnitee in
writing and the retention of such counsel by the Company, the Company will not
be liable to Indemnitee under this Agreement for any fees of counsel
subsequently incurred by Indemnitee with respect to the same Proceeding, unless
(i) the employment of counsel by Indemnitee has been previously authorized
by the Company, (ii) Indemnitee shall have reasonably concluded that,
based on written advice of counsel, there may be a conflict of interest of such
counsel retained by the Company between the Company and Indemnitee in the
conduct of any such defense, or that counsel selected by the Company may not be
adequately representing Indemnitee, or  (iii) the
Company ceases or terminates the employment of such counsel with respect to the
defense of such Proceeding, in any of which events the fees and expenses of
Indemnitee’s counsel shall be at the expense of the Company.  At all times, Indemnitee shall have the right
to employ counsel in any Proceeding at Indemnitee’s expense.


 


4.             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 that it is not permissible under this Agreement or
applicable law for the Company to indemnify the Indemnitee for the amount
claimed.  In connection with any such
action or any determination by the Reviewing Party or otherwise as to whether
Indemnitee is entitled to be indemnified under this Agreement, the burden of
proving such a defense or determination shall be on the Company.  Neither the failure of the Reviewing Party or
the Company to have made a determination prior to the commencement of such
action by Indemnitee that indemnification 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 the Company that
Indemnitee had not met such applicable standard of conduct shall be a defense
to the action or create a presumption that Indemnitee has not met the
applicable standard of conduct.


 


5.             No Settlement Without Consent.  Neither party to this Agreement shall settle
any Proceeding in any manner that would impose any damage, loss, penalty or
limitation on Indemnitee without the other party’s written consent.  Neither the Company nor Indemnitee shall
unreasonably withhold its consent to any proposed settlement.


 


6.             Company Participation.  Subject to Section II.5, the Company
shall not be liable to indemnify the Indemnitee under this Agreement with
regard to any judicial action if the Company was not given a reasonable and
timely opportunity, at its expense, to participate in the defense, conduct
and/or settlement of such action.


 


IV.                                Director and Officer
Liability Insurance


 


1.             Liability Insurance.  The Company shall obtain and maintain a
policy or policies of insurance with reputable insurance companies providing
the officers and directors of the Company with coverage for losses incurred in
connection with their services to the Company or to ensure the Company’s
performance of its indemnification obligations under this Agreement.  To the extent the Company determines that it
is no longer practicable for the Company to maintain such insurances, it shall
notify promptly its directors and officers before it terminates such insurances
and such termination must be approved by the majority of the Company’s
directors.


 


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2.             Coverage of Indemnitee.  To the extent the Company maintains an
insurance policy or policies providing 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 of the Company’s directors or officers.


 


3.             No Obligation.  Notwithstanding the foregoing, the Company
shall have no obligation to obtain or maintain any director and officer insurance
policy if a majority of the Company’s directors determines in good faith that
such insurance is not reasonably available in the case that (i) premium
costs for such insurance are disproportionate to the amount of coverage
provided, (ii) the coverage provided by such insurance is limited by
exclusions so as to provide an insufficient benefit, or (iii) Indemnitee
is covered by similar insurance maintained by a parent or subsidiary of the
Company.


 


V.                                    Non-Exclusivity;
Federal Preemption; Term


 


1.             Non-Exclusivity. 
The indemnification provided by this Agreement shall not be deemed
exclusive of any rights to which Indemnitee may be entitled under the Articles
of Association, any vote of shareholders or directors, applicable law or any
written agreement between Indemnitee and the Company (including its
subsidiaries and affiliates).  The
indemnification provided under this Agreement shall continue to be available to
Indemnitee for any action taken or not taken while serving in an indemnified
capacity even though he may have ceased to serve in any such capacity at the
time of any Proceeding.


 


2.             Federal Preemption.  Notwithstanding the foregoing, both the
Company and Indemnitee acknowledge that in certain instances, U.S. federal law
or public policy may override applicable law and prohibit the Company from
indemnifying its directors and officers under this Agreement or otherwise.  Such instances include, but are not limited
to, the U.S. Securities and Exchange Commission’s prohibition on
indemnification for liabilities arising under certain U.S. federal securities
laws.  Indemnitee understands and
acknowledges that the Company has undertaken or may be required in the future
to undertake with the SEC to submit the question of indemnification to a court
in certain circumstances for a determination of the Company’s right under
public policy to indemnify Indemnitee.


 


3.             Duration of Agreement. 
All agreements and obligations of the Company contained herein shall
continue during the period Indemnitee is an officer and/or a director of the
Company (or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise) and shall continue thereafter so long as Indemnitee
shall be subject to any Proceeding by reason of his former or current capacity
at the Company or any other enterprise, including service with respect to
employee benefit plans) at the Company’s request, whether or not he is acting
or serving in any such capacity at the time any Expense is incurred for which
indemnification can be provided under this Agreement.  This Agreement shall continue in effect
regardless of whether Indemnitee continues to serve as an officer and/or a director
of the Company or any other enterprise at the Company’s request.


 


VI.                                Miscellaneous


 


1.             Amendment of this Agreement.  No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing by the parties
hereto.  No waiver of any of the
provisions of this Agreement shall operate as a waiver of any other provisions
(whether or not similar), nor shall such waiver constitute a continuing
waiver.  


 


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Except as specifically
provided in this Agreement, no failure to exercise or any delay in exercising
any right or remedy shall constitute a waiver.


 


2.             Subrogation.  In the event of payment to Indemnitee by the
Company 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 to bring suit to enforce such rights.


 


3.             Assignment; Binding Effect.  Neither this Agreement nor any of the rights
or obligations hereunder may be assigned by either party hereto without the
prior written consent of the other party; except that the Company may, without
such consent, assign all such rights and obligations to a successor in interest
to the Company which assumes all obligations of the Company under this
Agreement in a written agreement in form and substance satisfactory to
Indemnitee.  Notwithstanding the
foregoing, this Agreement shall be binding upon and inure to the benefit of and
be enforceable by and against the parties hereto and the Company’s 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) and assigns, as well as Indemnitee’s spouses, heirs, and personal and
legal representatives.


 


4.             Severability and Construction.  Nothing in this Agreement is intended to
require or shall be construed as requiring the Company to do or fail to do any
act in violation of applicable law.  The
Company’s inability, pursuant to a court order, to perform its obligations
under this Agreement shall not constitute a breach of this Agreement.  In addition, if any portion 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 applicable law. 
The parties hereto acknowledge that they each have opportunities to have
their respective counsels review this Agreement.  Accordingly, this Agreement shall be deemed
to be the product of both of the parties hereto, and no ambiguity shall be
construed in favor of or against either of the parties hereto.


 


5.             Counterparts.  This Agreement may be executed in two
counterparts, both of which taken together shall constitute one instrument.


 


6.             Governing Law.  This agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
New York, U.S.A., without giving effect to conflicts of law provisions thereof.


 


7.             Notices.  All notices, demands, and other
communications required or permitted under this Agreement shall be made in
writing and shall be deemed to have been duly given if delivered by hand,
against receipt, on the date of delivery, or mailed, on the third business day
after mailing, postage prepaid, certified or registered mail, return receipt
requested, and addressed to the Company at:


 


Trony Solar Holdings Company Limited


The Pavilion Century Tower


4002 North Hua Qiang Road


Shenzhen, 518028


 


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People’s Republic of China

Attention:  Mr. Yi Li


and to Indemnitee at:


 


[Name]


[Address]

[Address]

[Address]


 


Notice of change of address shall be effective only
when done in accordance with this Section.


 


8.             Certain Relationships.  The obligations and rights created under this
Agreement shall not be affected by any amendment to the Company’s Articles of
Association or any other agreement or instrument to which Indemnitee is not a
party, and shall not diminish any other rights which Indemnitee now or in the
future has against the Company or any other person or entity.


 


9.             Acknowledgment.  The Company expressly acknowledges that it
has entered into this Agreement and assumed the obligations imposed on the
Company under this Agreement in order to induce Indemnitee to serve or to continue
to serve as a director or officer and acknowledges that Indemnitee is relying
on this Agreement in serving or continuing to serve in such capacity.  The Company further agrees to stipulate in
any court proceeding that the Company is bound by all of the provisions of this
Agreement.


 


10.           Period of Limitations.  No legal action shall be brought and no cause
of action shall be asserted by or in the right of the Company against
Indemnitee, or Indemnitee’s estate, heirs, executors, administrators or
personal or legal representatives after the expiration of two years from the
date of accrual of such cause of action, and any claim or cause of action of
the Company shall be extinguished and deemed released unless asserted by the
timely filing of a legal action within such two-year period; provided, however,
that if any shorter period of limitations is otherwise applicable to any such
cause of action, such shorter period shall govern.


 


11.           Entire Agreement.  This Agreement constitutes the entire
agreement and supersedes all prior agreements and understandings, both written
and oral, between the parties with respect to the subject matter hereof.


 


(Signature page follows)


 


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IN WITNESS WHEREOF, the
parties hereto execute this Agreement as of the date first written above.


 


 


	
  COMPANY

  	
   

  
	
   

  	
   

  
	
  Trony Solar
  Holdings Company Limited

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  INDEMNITEE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name: