Exhibit 10.11


 


INDEMNITY AGREEMENT


 


This Indemnity Agreement (‘“Agreement”) is made as of                         ,
200    , by and between Petrohawk Energy Corporation, a
Delaware corporation (the “Company”), and                                   (“Indemnitee”).


 


RECITALS


 


WHEREAS, highly competent persons have become more reluctant to serve
publicly-held corporations as directors or in other capacities unless they are
provided with adequate protection through insurance or adequate indemnification
against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the
corporation.


 


WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract
and retain qualified individuals, the Company will attempt to maintain on an
ongoing basis, at its sole expense, liability insurance to protect persons
serving the Company and its subsidiaries from certain liabilities.


 


WHEREAS, the uncertainties relating to such insurance and to
indemnification have increased the difficulty of attracting and retaining such
persons.


 


WHEREAS, the Board has determined that the increased difficulty in
attracting and retaining such persons is detrimental to the best interests of
the Company’s stockholders and that the Company should act to assure such
persons that there will be increased certainty of such protection in the
future.


 


WHEREAS, it is reasonable, prudent and necessary for the Company
contractually to obligate itself to indemnify, and to advance expenses on
behalf of, such persons to the fullest extent permitted by applicable law so
that they will serve or continue to serve the Company free from undue concern
that they will not be so indemnified.


 


WHEREAS, Indemnitee is willing to serve, continue to serve and to take on additional service for or on
behalf of the Company on the condition that he be so indemnified.


 


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


 


1.                                       Services
to the Company. Indemnitee will serve or continue to serve as an officer,
director or key employee of the Company for so long as Indemnitee is duly
elected or appointed or until Indemnitee tenders his resignation or is terminated
by the Company in which event the Company shall have no obligation to continue
to allow Indemnitee to serve in any such position. Nothing contained herein
shall be construed to affect the employment rights, duties and obligations the
Company or Indemnitee may have under contract or applicable law.


 


2.                                       Definitions.
As used in this Agreement:


 


(a)                                  References
to “agent” shall mean any person who is or was a director, officer, or employee
of the Company or a subsidiary of the Company or other person authorized by the


 





















 


Company to act for the Company, to include such person serving in such
capacity as a director, officer, employee, fiduciary or other official of
another corporation, partnership, limited liability company, joint venture,
trust or other enterprise at the request of, for the convenience of, or to
represent the interests of the Company or a subsidiary of the Company.


 


(b)                                 “Corporate
Status” describes the status of a person who is or was a director, officer, trustee, general partner, managing
member, fiduciary, employee or agent of the Company or of any other Enterprise
(as defined below) which such person is or was serving at the request of the
Company.


 


(c)                                  “Delaware
Court” shall mean the Court of Chancery of the State of Delaware.


 


(d)                                 “Disinterested
Director” shall mean a director of the Company who is not and was not a party
to the Proceeding (as defined below) in respect of which indemnification is
sought by Indemnitee.


 


(e)                                  “Enterprise”
shall mean the Company and any other corporation, constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger to which the Company (or any of its wholly owned subsidiaries) is a
party, limited liability company, partnership, joint venture, trust, employee benefit
plan or other enterprise of which Indemnitee is or was serving at the request
of the Company as a director, officer, trustee, general partner, managing
member, fiduciary, employee or agent.


 


(f)                                    “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(g)                                 “Expenses”
shall include attorneys’ fees and costs, retainers, court costs, transcript
costs, fees of experts, witness fees, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees,
and all other disbursements or expenses in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, being or preparing to be a witness
in, or otherwise participating in, a Proceeding (as defined below). Expenses,
however, shall not include amounts paid in settlement by Indemnitee or the
amount of judgments or fines against Indemnitee.


 


(h)                                 “Independent
Counsel” shall mean 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 years
has been, retained to represent (i) the Company or Indemnitee in any matter
(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 (as defined below) 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.


 


(i)                                     References
to “fines,” “serving at the request of the Company,” and “not opposed to the
best interest of the Company” shall have the meanings provided in the Delaware
General Corporation Law (“DGCL”) § 145(i) as in effect on the date of this
Agreement.


 


(j)                                     The
term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d)
of the Exchange Act as in effect on the date of this Agreement.


 


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(k)                                  The
term “Proceeding” shall include any threatened, pending or completed action,
suit, arbitration, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed
proceeding, whether brought in the right of the Company or otherwise and
whether of a civil (including intentional or unintentional tort claims),
criminal, administrative or investigative nature, any appeal in any of the
foregoing and any inquiry or investigation that could lead to an action, suit
or proceeding, except one initiated by Indemnitee pursuant Section 14 of
this Agreement to enforce Indemnitee’s rights under this Agreement.


 


3.                                       General
Indemnification.  The Company shall
indemnify, and advance Expenses to, Indemnitee as provided in this Agreement
and to the fullest extent permitted by applicable law in effect on the date of
this Agreement and to any greater extent that applicable law may in the future
from time to time permit. The rights of Indemnitee provided under the preceding
sentence shall include, but shall not be limited to, the rights set forth in
the other Sections of this Agreement.


 


4.                                       Indemnity
in Third-Party Proceedings. The Company shall indemnify and hold harmless
Indemnitee in accordance with the provisions of this Section 4 if, by reason of his Corporate Status,
Indemnitee was, is, or is threatened to be made, a party to or a participant
(as a witness or otherwise) in any Proceeding, other than a Proceeding by or in
the right of the Company to procure a judgment in its favor. Pursuant to this Section 4,
Indemnitee shall be indemnified against all Expenses, judgments, liabilities,
fines, penalties and amounts paid in settlement including all interest,
assessments and other charges paid or payable in connection with or in respect
of such Expenses, judgments, fines, penalties and amounts paid in settlement,
actually and reasonably incurred by Indemnitee or on his behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company and, in the case of a criminal Proceeding,
had no reasonable cause to believe that his conduct was unlawful.


 


5.                                       Indemnity
in Proceedings by or in the Right of the Company. The Company shall
indemnify and hold harmless Indemnitee in accordance with the provisions of
this Section 5 if, by reason of his Corporate Status, Indemnitee was, is,
or is threatened to be made, a party to or a participant (as a witness or
otherwise) in any Proceeding by or in the right of the Company to procure a
judgment in its favor.  Pursuant to this Section 5,
Indemnitee shall be indemnified against all Expenses actually and reasonably
incurred by him or on his
behalf in connection with such Proceeding or any claim, issue or matter
therein, if Indemnitee acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company.  Notwithstanding the foregoing, no indemnification for Expenses shall
be made under this Section 5 in respect of any claim, issue or matter as
to which Indemnitee shall have been finally adjudged by a court to be liable to
the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court
shall determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, Indemnitee is fairly and
reasonably entitled to indemnification.


 


6.                                       Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding
any other provisions of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to (or a participant in) and
is successful, on the merits or otherwise, in any Proceeding or in defense of
any claim, issue or matter therein, the Company shall indemnify and hold
harmless Indemnitee against all Expenses actually and reasonably incurred by
him in connection


 


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therewith. If Indemnitee is not wholly successful in such Proceeding
but is successful, on the merits or otherwise, as to one or more but less than
all claims, issues or matters in such Proceeding, the Company shall indemnify
and hold harmless Indemnitee against all Expenses actually and reasonably
incurred by him or on his behalf in connection with each successfully resolved
claim, issue or matter.  For purposes of
this Section and without limitation, the termination of any claim, issue
or matter in such a Proceeding by dismissal, with or without prejudice, shall
be deemed to be a successful result as to such claim, issue or matter.


 


7.                                       Indemnification
For Expenses of a Witness. Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by reason of his Corporate Status,
a witness in any Proceeding to which Indemnitee is not a party, he shall be
indemnified and held harmless against all Expenses actually and reasonably
incurred by him or on his behalf in connection therewith.


 


8.                                       Contribution
in the Event of Joint Liability.


 


(a)                                  The
Company shall not enter into any settlement of any Proceeding in which the
Company is jointly liable with Indemnitee (or would be if joined in such
Proceeding) unless such settlement provides for a full and final release of all
claims asserted against Indemnitee.


 


(b)                                 To
the fullest extent permissible under applicable law, the Company hereby agrees
to fully indemnify and hold harmless Indemnitee from any claims for
contribution which may be brought by
officers, directors or employees of the Company other than Indemnitee who may
be jointly liable with Indemnitee.


 


9.                                       Exclusions.
Notwithstanding any provision in this Agreement, the Company shall not be
obligated under this Agreement to make any indemnity or advance any Expenses in
connection with any claim made against Indemnitee:


 


(a)                                  for
an accounting of profits made from the purchase and sale (or sale and purchase)
by Indemnitee of securities of the Company within the meaning of Section 16(b)
of the Exchange Act or similar provisions of state statutory law or common law;
or


 


(b)                                 except
as otherwise provided in Sections 14(e)-(f) hereof, in connection with any
Proceeding (or any part of any Proceeding) initiated by Indemnitee, including
any Proceeding (or any part of any Proceeding) initiated by Indemnitee against
the Company or its directors, officers, employees or other indemnitees, unless
(i) the Board authorized the Proceeding (or any part of any Proceeding) prior
to its initiation; or (ii) the Company provides the indemnification, in its
sole discretion, pursuant to the powers vested in the Company under applicable
law.


 


10.                                 Advances
of Expenses; Defense of Claim.


 


(a)                                  Notwithstanding
any provision of this Agreement to the contrary, and to the fullest extent
permitted by applicable law, the Company shall advance the Expenses incurred by
Indemnitee in connection with any Proceeding within ten (10) days after the
receipt by the Company of a statement or statements requesting such advances
from time to time, whether prior to or after final disposition of any
Proceeding. Advances shall be unsecured and interest free. Advances shall be
made without regard to Indemnitee’s ability to repay the Expenses and without
regard to Indemnitee’s ultimate


 


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entitlement to indemnification under the other provisions of this Agreement.
The Indemnitee shall qualify for advances, to the fullest extent permitted by
applicable law, solely upon the
execution and delivery to the Company of an undertaking providing that the Indemnitee undertakes to repay the advance to the extent that it is
ultimately determined that Indemnitee is not entitled to be indemnified by the
Company under the provisions of
this Agreement, the Bylaws of the Company, applicable law or otherwise. This Section 10(a)
shall not apply to any claim made by Indemnitee for which indemnity is excluded
pursuant to Section 9.


 


(b)                                 The
Company will be entitled to participate in the Proceeding at its own expense.


 


(c)                                  The
Company shall not settle any action, claim or Proceeding (in whole or in part),
which would impose any Expense, judgment, fine, penalty or limitation on the
Indemnitee without the Indemnitee’s prior written consent, which shall not be
unreasonably withheld.


 


11.                                 Procedure
for Notification and Application
for Indemnification.


 


(a)                                  Indemnitee
agrees to notify promptly the Company in writing upon being served with any
summons, citation, subpoena, complaint, indictment, information or other
document relating to any Proceeding or matter which may be subject to
indemnification or advancement of Expenses covered hereunder. The failure of
Indemnitee to so notify the Company shall not relieve the Company of any
obligation which it may have to the Indemnitee under this Agreement, or
otherwise, unless such failure is due to the gross negligence or willful
inaction of Indemnitee and the Company is materially disadvantaged by such
failure to notify.


 


(b)                                 Indemnitee
shall deliver to the Company a written application to indemnify and hold
harmless Indemnitee in accordance with this Agreement, including therein or
therewith such documentation and information as is reasonably available to Indemnitee
and is reasonably necessary to determine whether and to what extent Indemnitee
is entitled to indemnification. Such application(s) shall be delivered from
time to time and at such time(s) as the Company may reasonably request or as
Indemnitee deems appropriate in his or her reasonable discretion. Following
such a written application for indemnification by Indemnitee, the Indemnitee’s
entitlement to indemnification shall be determined according to Section 12(a)
of this Agreement.


 


12.                                 Procedure
Upon Application for Indemnification.


 


(a)                                  A
determination, if required by applicable law, with respect to Indemnitee’s
entitlement to indemnification shall be made in the specific case by Independent
Counsel (unless Indemnitee shall request that such determination be made by the
Board of Directors, in which case by the person or persons or in the manner
provided for in this Section 12(a)) in a written opinion to the Board of
Directors, a copy of which shall be delivered to Indemnitee.  If the determination is to be made by the
Board of Directors, it shall be done by a majority vote of a quorum consisting
of Disinterested Directors, or, if a quorum is not obtainable, by a majority
vote of a committee of the Board of Directors, designated to act in the matter
by a majority vote of all directors, consisting solely of two or more
Disinterested Directors or if a committee of the Board of Directors consisting
solely of two or more Disinterested Directors is not obtainable, by Independent
Counsel in a written opinion to the Board of Directors, a copy of


 


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which shall be delivered to Indemnitee. 
If it is so determined that Indemnitee is entitled to indemnification,
payment to Indemnitee shall be made within ten (10) days after such
determination. Indemnitee shall reasonably cooperate with the person, persons
or entity making such determination with respect to Indemnitee’s entitlement to
indemnification, including providing to such person, persons or entity upon
reasonable advance request any documentation or information which is not
privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such determination. Any
costs or Expenses (including attorneys’ fees and disbursements) incurred by
Indemnitee in so cooperating with the person, persons or entity making such
determination shall be borne by the Company (irrespective of the determination
as to Indemnitee’s entitlement to indemnification) and the Company hereby
indemnifies and agrees to hold
Indemnitee harmless therefrom.


 


(b)                                 In
the event the determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to Section 12(a) hereof, the Independent
Counsel shall be selected by the Indemnitee and Indemnitee shall give written
notice to the Company advising it of the identity of the Independent Counsel so
selected and certifying that the Independent Counsel so selected meets the
requirements of “Independent Counsel” as defined in Section 2 of this
Agreement.  The Company, within ten (10)
days after such written notice of selection shall have been received, may
deliver to the Indemnitee a written objection to such selection; provided,
however, that such objection may be asserted only on the ground that the
Independent Counsel so selected does not meet the requirements of “Independent
Counsel” as defined in Section 2 of this Agreement, and the objection
shall set forth with particularity the factual basis of such assertion.  Absent a proper and timely objection, the
person so selected shall act as Independent Counsel.  If such written objection is so made, the
Independent Counsel so selected may not serve as Independent Counsel unless and
until such objection is withdrawn or a court of competent jurisdiction has
determined that such objection is without merit. If, within twenty (20) days
after submission by Indemnitee of a written request for indemnification
pursuant to Section 11(a) hereof, no Independent Counsel shall have been
selected and not objected to, the Indemnitee may petition the Delaware Court or
other court of competent jurisdiction for resolution of any objection which
shall have been made by the Company as to Indemnitee’s selection of Independent
Counsel and/or for the appointment as Independent Counsel of a person selected
by the Indemnitee, and the person with respect to whom all objections are so
resolved or the person so appointed shall act as Independent Counsel under Section 12(a)
hereof. The Company shall pay any and all reasonable fees and expenses of
Independent Counsel incurred by such Independent Counsel in connection with
acting pursuant to Section 12 (a) hereof, and the Company shall pay all
reasonable fees and expenses incident to the procedures of this section 12(b),
regardless of the manner in which such Independent Counsel was selected or
appointed. Upon the due commencement of any judicial proceeding or arbitration
pursuant to Section 14(a) of this Agreement, Independent Counsel shall be
discharged and relieved of any further responsibility in such capacity (subject
to the applicable standards of professional conduct then prevailing).


 


13.                                 Presumptions
and Effect of Certain Proceedings


 


(a)                                  In
making a determination with respect to entitlement to indemnification
hereunder, the person, persons or entity making such determination shall
presume that Indemnitee is entitled to indemnification under this Agreement if
Indemnitee has submitted a request for


 


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indemnification in accordance
with Section 11(b) of this Agreement, and the Company shall have the
burden of proof to overcome that presumption in connection with the making by
any person, persons or entity of any determination contrary to that
presumption.


 


(b)                                 If
the person, persons or entity empowered or selected under Section 12 of
this Agreement to determine whether Indemnitee is entitled to indemnification
shall not have made a determination within sixty (60) days after receipt by the
Company of the request therefore, the requisite determination of entitlement to
indemnification shall be deemed to have been made and Indemnitee shall be
entitled to such indemnification, absent (i) a misstatement by Indemnitee of a
material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for
indemnification, or (ii) a final judicial determination that any or all such
indemnification is expressly prohibited under applicable law; provided,  however,
that such 60-day period may be extended for a reasonable time, not to exceed an
additional thirty (30) days, if the person, persons or entity making the
determination with respect to entitlement to indemnification in good faith
requires such additional time for the obtaining or evaluating of documentation
and/or information relating thereto, provided further, that the foregoing
provisions of this Section 13(b) shall not apply if the determination of
entitlement to indemnification is to be made by Independent Counsel pursuant to
Section 12(a) of this Agreement.


 


(c)                                  The
termination of any Proceeding or of any claim, issue or matter therein, by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not (except as otherwise expressly provided in this
Agreement) of itself adversely affect the right of Indemnitee to
indemnification or create a presumption that Indemnitee did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that his conduct was unlawful.


 


(d)                                 The
knowledge and/or actions, or failure to act, of any other director, officer,
trustee, partner, managing member, fiduciary, agent or employee of the
Enterprise shall not be imputed to Indemnitee for purposes of determining the
right to indemnification under this Agreement.


 


14.                                 Remedies
of Indemnitee.


 


(a)                                  In
the event that (i) a determination is made pursuant to Section 12 of this
Agreement that Indemnitee is not entitled to indemnification under this
Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable
law, is not timely made pursuant to Section 10 of this Agreement, (iii)
payment of indemnification is not made pursuant to Section 3, 6, 7 or the
last sentence of Section 12(a) of this Agreement within ten (10) days
after receipt by the Company of a written request therefore, (iv) a
contribution payment is not made in a timely manner pursuant to Section 8
of this Agreement, or (v) payment of indemnification pursuant to Section 4
or 5 of this Agreement is not made within ten (10) days after a determination
has been made that Indemnitee is entitled to indemnification, Indemnitee shall
be entitled to an adjudication by a court of competent jurisdiction of
Indemnitee’s entitlement to indemnification, contribution or advancement of
Expenses.  Alternatively, Indemnitee, at
his option, may seek an award in arbitration to be conducted by a single
arbitrator pursuant to the Commercial Arbitration Rules of the American
Arbitration 


 


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Association.  Except as set forth
herein, the provisions of Delaware law (without regard to its conflict of laws
rules) shall apply to any such arbitration. 
The Company shall not oppose Indemnitee’s right to seek any such
adjudication or award in arbitration.


 


(b)                                 In
the event that a determination shall have been made pursuant to Section 12(a)
of this Agreement that Indemnitee is not entitled to indemnification, any
judicial proceeding or arbitration commenced pursuant to this Section 14
shall be conducted in all respects as a de  novo trial, or
arbitration, on the merits and Indemnitee shall not be prejudiced by reason of
that adverse determination. In any judicial proceeding or arbitration commenced
pursuant to this Section 14, Indemnitee shall be presumed to be entitled
to indemnification under this Agreement and the Company shall have the burden
of proving Indemnitee is not entitled to indemnification or advancement of
Expenses, as the case may be, and the Company may not refer to or introduce
into evidence any determination pursuant to Section 12(a) of this
Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a
judicial proceeding or arbitration pursuant to this Section 14, Indemnitee
shall not be required to reimburse the Company for any advances made pursuant
to Section 10 until a final determination is made with respect to
Indemnitee’s entitlement to indemnification.


 


(c)                                  If
a determination shall have been made pursuant to Section 12(a) of this
Agreement that Indemnitee is entitled to indemnification, the Company shall be
bound by such determination in any judicial proceeding or arbitration commenced
pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a
material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for
indemnification; or (ii) a prohibition of such indemnification under applicable
law.


 


(d)                                 The
Company shall be precluded from asserting in any judicial proceeding or
arbitration commenced pursuant to this Section 14 that the procedures and
presumptions of this Agreement are not valid, binding and enforceable and shall
stipulate in any such court or before any such arbitrator that the Company is
bound by all the provisions of this Agreement.


 


(e)                                  In
the event that Indemnitee, pursuant to this Section 14, seeks judicial
adjudication of an award in arbitration to enforce his rights under, or to
recover damages for breach of, this Agreement, Indemnitee shall be entitled to
recover from the Company, and shall be indemnified by the Company against, any
and all expenses (of the types described in the definition of Expenses in Section 2
of this Agreement) actually and reasonably incurred by him in such judicial
adjudication or arbitration, but only if he prevails therein. If it shall be
determined in said judicial adjudication or arbitration that Indemnitee is
entitled to receive part but not all of the indemnification or advancement of
expenses sought, the expenses incurred by Indemnitee in connection with such
judicial adjudication or arbitration shall be appropriately prorated.


 


(f)                                    Interest
shall be paid by the Company to Indemnitee at the legal rate under Delaware law for amounts which
the Company indemnifies or is obliged to indemnify for the period commencing
with the date on which Indemnitee requests indemnification, contribution,
reimbursement or advancement of any Expenses
and ending with the date on which such payment is made to Indemnitee by the
Company.


 


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15.                                 Non-Exclusivity;
Survival of Rights; Insurance; Subrogation.


 


(a)                                  The
rights of indemnification and to receive advancement of Expenses as provided by
this Agreement shall not be deemed exclusive of any other rights to which
Indemnitee may at any time be entitled under applicable law, the Company’s
Bylaws, any agreement, a vote of stockholders or a resolution of directors, or
otherwise. No amendment, alteration or repeal of this Agreement or of any
provision hereof shall limit or restrict any right of Indemnitee under this
Agreement in respect of any action taken or omitted by such Indemnitee in his
Corporate Status prior to such amendment, alteration or repeal. To the extent
that a change in applicable law,
whether by statute or judicial decision, permits greater indemnification or
advancement of Expenses than would be afforded currently under the Company’s
Bylaws or this Agreement, it is
the intent of the parties hereto that Indemnitee shall enjoy by this Agreement
the greater benefits so afforded by such change. 


 


(b)                                 The
DGCL and the Company’s Bylaws permit the Company to purchase and maintain
insurance on behalf of Indemnitee against any liability asserted against him or
incurred by or on behalf of him or in such capacity as a director, officer,
employee or agent of the Company, or arising out of his status as such, whether
or not the Company would have the power to indemnify him against such liability
under the provisions of this Agreement or under the DGCL, as it may then be in
effect. The purchase, establishment, and maintenance of any such insurance
shall not in any way limit or affect the rights and obligations of the Company
or of the Indemnitee under this Agreement except as expressly provided herein,
and the execution and delivery of this Agreement by the Company and Indemnitee
shall not in any way limit or affect the rights and obligations of the Company
or the other party or parties thereto
under any such insurance.


 


(c)                                  To
the extent that the Company maintains an insurance policy or policies providing
liability insurance for directors, officers, trustees, partners, managing
members, fiduciaries, employees, or agents of the Company or of any other
Enterprise which such person serves at the request of the Company, 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 such director,
officer, trustee, partner, managing member, fiduciary, employee or agent under
such policy or policies.  The Company
shall thereafter take all necessary or desirable action to cause such insurers
to pay, on behalf of the Indemnitee, all amounts payable as a result of such
Proceeding in accordance with the terms of such policies.


 


(d)                                 In
the event of any 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 take all action necessary to secure
such rights, including execution of such documents as are necessary to enable
the Company to bring suit to enforce such rights.


 


(e)                                  The
Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable hereunder if and to the extent that Indemnitee has
otherwise actually received such payment under any insurance policy, contract,
agreement, or otherwise.


 


16.                                 Duration
of Agreement. This Agreement shall continue until and terminate upon the
later of: (i) the tenth anniversary after Indemnitee has ceased to serve as a
director, officer, partner, venturer, employee, agent or fiduciary of the
Company or of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise which Indemnitee served at the
request of the Company; or (ii) (A) the final termination or resolution of all
Proceedings with respect to Indemnitee


 


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commenced during the ten year period and (B) either (x) receipt of
Indemnitee of the indemnification to which Indemnitee is entitled or (y) a
final adjudication or binding arbitration that Indemnitee is not entitled to
any further indemnification, as the case may be.


 


17.                                 Severability.  If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including, without limitation, each portion of
any Section, paragraph or sentence of this Agreement containing any such provision
held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not
in any way be affected or impaired thereby and shall remain enforceable to the
fullest extent permitted by law; (b) such provision or provisions shall be
deemed reformed to the extent necessary to conform to applicable law and to
give the maximum effect to the intent of the parties hereto; and (c) to the
fullest extent possible, the provisions of this Agreement (including, without
limitation, each portion of any Section, paragraph or sentence of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested thereby.


 


18.                                 Enforcement
and Binding Effect.


 


(a)                                  Without
limiting any of the rights of Indemnitee under the Bylaws of the Company as
they may be amended from time to time, this Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings, oral, written and implied, between the
parties hereto with respect to the subject matter hereof.


 


(b)                                 The
indemnification and advancement of Expenses provided by or granted pursuant to
this Agreement shall be binding upon and be enforceable by the parties hereto
and their respective successors and 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), shall continue as to an
Indemnitee who has ceased to be a director, officer, employee or agent of the
Company or of any other Enterprise at the Company’s request, and shall inure to
the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees,
executors and administrators and other legal representatives.


 


(c)                                  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.


 


19.                                 Modification
and Waiver. 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 be deemed or shall constitute a
waiver of any other provisions of this Agreement nor shall any waiver
constitute a continuing waiver.


 


20.                                 Notices.
All notices, requests, demands and other communications under this Agreement
shall be in writing and shall be deemed to have been duly given (i) if
delivered by hand and receipted for by the party to whom said notice or other
communication shall have been
directed, or (ii) mailed by certified or registered mail with postage prepaid,
on the third (3rd) business day after the date on which it is so mailed:


 


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(a)                                  If
to Indemnitee, at the address indicated on the signature page of this Agreement
or such other address as Indemnitee shall provide in writing to the Company.


 


(b)                                 If
to the Company, to:


 


Petrohawk Energy Corporation

1100 Louisiana, Suite 4400

Houston, Texas 77002

Facsimile:  (832) 204-2800


 


With copy to:


 


Hinkle Elkouri Law Firm L.L.C.

Attn: David Elkouri

301 N. Main, Suite 2000

Wichita, KS 67202

Facsimile:  (316) 264-1518


 


or to any other address as may have been furnished to Indemnitee in
writing by the Company.


 


21.                                 Governing
Law. The parties agree that this Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware.


 


22.                                 Identical
Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall for all purposes be deemed to be an original but all of
which 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.


 


23.                                 Miscellaneous.
Use of the masculine pronoun shall be deemed to include usage of the feminine
pronoun where appropriate. The headings of the paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction thereof.


 


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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
as of the day and year first above written.


 


	
   

  	
   

  	
  “COMPANY”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Petrohawk Energy Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Floyd C. Wilson

  
	
   

  	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “INDEMNITEE”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
											



 


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