Argentex Mining Corporation - Exhibit 4.9 - Filed by newsfilecorp.com






INDEMNIFICATION AGREEMENT 

          THIS
AGREEMENT (“Agreement”) made and entered into as of January 1, 2012 by
and between ARGENTEX MINING CORPORATION (the “Company”), a corporation
continued under the laws of the Province of British Columbia and PETER A. BALL,
a resident of British Columbia (the “Indemnitee”). 

RECITALS: 

          WHEREAS,
competent persons have become more reluctant to serve publicly-held corporations
as directors or officers 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; and 

          WHEREAS,
it is reasonable and prudent for the Company contractually to indemnify such
persons to the extent set forth in this Agreement in an effort to give them
additional incentive to serve or continue to serve the Company. 

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

          1.      Services
by Indemnitee. This Agreement shall not be deemed an employment
contract between the Company (or any of its subsidiaries) and Indemnitee, and it
shall continue in force after Indemnitee has ceased to serve as a director or
officer of the Company. 

          2.      Indemnity.
The Company will indemnify Indemnitee under this Section 2 if, by reason of
Indemnitee’s Corporate Status (as hereinafter defined) or by reason of any act
done or not done by Indemnitee by reason of or on account of Indemnitee’s
Corporate Status, Indemnitee is made a party to or a participant in any
Proceeding (as hereinafter defined), other than a Proceeding by or in the right
of the Company. Notwithstanding the foregoing, this indemnity will not apply to
any such Proceeding unless Indemnitee acted in Good Faith. 

          3.     
Indemnification for Other Expenses. In addition to the Indemnity
provided in Section 2, above, the Company will indemnify Indemnitee against all
Expenses (as hereinafter defined) actually and reasonably incurred or suffered
by Indemnitee or on Indemnitee’s behalf if Indemnitee is, by reason of
Indemnitee’s Corporate Status, a witness or otherwise involved in any manner in
any Proceeding to which Indemnitee is not a party; provided that Indemnitee
shall not be entitled to be compensated or reimbursed for the value of
Indemnitee's time spent as such unless (i) Indemnitee no longer serves as an
officer, director, employee or agent of the Company and (ii) Indemnitee has spent more than ten business
days as a witness or other non-party participant in such Proceeding by reason of
Indemnitee’s prior Corporate Status. If Indemnitee is made a party to such
Proceeding, then the provisions of Section 2, above, will apply in accordance
with the terms thereof. 




          4.      Advancement
of Expenses. If permitted by law, the Company may elect to advance all
or any portion of Expenses incurred by or on behalf of Indemnitee in connection
with any Proceeding referred to in Section 2 or 3, above, within ten days after
the receipt by the Company of a statement or statements from Indemnitee
requesting such advance or advances from time to time, together with an
undertaking from the Indemnitee, in form and substance satisfactory to the
Company in its sole discretion, that it will repay such advance or advances to
the Company if it is ultimately determined that the advance(s) were prohibited
by law or that the Indemnitee is not entitled to indemnity in respect of that
Proceeding or those Expenses. Such statement or statements must reasonably
evidence the Expenses incurred by Indemnitee. In furtherance of the foregoing,
Indemnitee hereby undertakes to repay any Expenses advanced if it is ultimately
determined by final judgment of a court of competent jurisdiction that
Indemnitee is not entitled to be indemnified against such Expenses. 

          5.      Procedure
for Determination of Entitlement to Indemnification. 

          (a)      To
obtain indemnification under this Agreement, Indemnitee must submit to the
Company a written request, 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 such
indemnification. The Secretary of the Company will, promptly upon receipt of
such a request for indemnification, advise the Board in writing that Indemnitee
has requested indemnification. 

          6.      Notification
and Defense of Proceeding. 

          (a)     
Indemnitee shall promptly notify the Company in writing upon being
served with any summons, citation, subpoena, complaint, indictment, information
or other document relating to any Proceeding that may be subject to
indemnification or advancement of Expenses pursuant to this Agreement, but
subject to the last sentence of Section 6(c), below, the failure so to notify
the Company will not relieve it from any liability that it may have to
Indemnitee. 

          (b)      In
the event Indemnitee notifies the Company of the commencement of a Proceeding,
the Company will be entitled to participate in the Proceeding at its own
expense, and except as otherwise provided below, if the Company so wishes, it
may assume the defense thereof with counsel reasonably satisfactory to
Indemnitee. After notice from the Company to Indemnitee of its election to
assume the defense of any Proceeding, the Company will not be liable to
Indemnitee under this Agreement or otherwise for any Expenses subsequently
incurred by Indemnitee in connection with the defense of such Proceeding other
than reasonable costs of investigation or as otherwise provided below.
Indemnitee shall have the right to retain Indemnitee’s own counsel in such
Proceeding, but Indemnitee shall be obligated to pay all Expenses related
thereto incurred by Indemnitee after notice from the Company of its assumption
of the defense unless: (i) the retention of counsel by Indemnitee has been
authorized by the Company, (ii) there is a conflict of interest between
Indemnitee and the Company in the defense of the Proceeding, or (iii) the
Company shall not within 60 calendar days have retained counsel to assume the
defense of such Proceeding, in each of which cases all Expenses incurred by
Indemnitee in connection with such Proceeding shall be borne by the Company. In
the event separate counsel is retained by Indemnitee pursuant to this Section
6(b), the Company shall cooperate with Indemnitee with respect to the defense of
the Proceeding, including making documents, witnesses and other reasonable
information related to the defense available to Indemnitee and such separate
counsel pursuant to joint-defense agreements or confidentiality agreements, as
appropriate. Notwithstanding any provision herein to the contrary, the Company
shall not be entitled to assume the defense of any Proceeding brought by or on
behalf of the Company. 

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          (c)     
The Company shall not be liable to indemnify Indemnitee under this
Agreement or otherwise for any amounts paid in settlement of any Proceeding
effected without the Company’s express prior written consent. The Company shall
not settle any Proceeding in any manner that would impose any penalty, liability
or limitation on Indemnitee without Indemnitee’s prior written consent; provided
that the Company shall not be required to obtain the consent of Indemnitee to
the settlement of any Proceeding the Company has undertaken to defend if the
settlement grants Indemnitee a complete and unqualified release in respect of
the potential liability. The Company shall not be liable for any amount paid by
Indemnitee in settlement of any Proceeding that is not defended by the Company
unless the Company has consented to such settlement. Neither the Company nor
Indemnitee will unreasonably withhold, condition or delay their consent to any
proposed settlement. The Company shall have no obligation to indemnify
Indemnitee under this Agreement with regard to any judicial award issued in a
Proceeding, or any related Expenses of Indemnitee, if the Company was not given
a reasonable and timely opportunity, at its expense, to participate in the
defense of such Proceeding, except to the extent that the Company was not
materially prejudiced thereby. 

          7.     
Subrogation. 

          (a)     
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 documents required and take all actions
necessary to secure such rights, including execution of such documents as are
necessary to enable the Company to bring suit to enforce such rights. 

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

          (c)     
The Company’s obligation to indemnify or advance Expenses hereunder to
Indemnitee due to the fact that Indemnitee is or was serving at the request of
the Company as a director, officer, employee or agent of any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
shall be reduced by any amount Indemnitee has already received as
indemnification or advancement of expenses from such other corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise.

          8.      Duration
of Agreement. This Agreement shall continue until and terminate upon
the later of: (i) the expiration of the applicable limitations periods as to all
possible claims in respect of which Indemnitee is granted rights of
indemnification or advancement of Expenses hereunder upon commencement of a
related Proceeding, or (ii) the final termination of any Proceeding then pending
in respect of which Indemnitee is granted rights of indemnification or
advancement of Expenses hereunder. This Agreement shall be binding upon the
Company and its successors and assigns and shall inure to the benefit of
Indemnitee and Indemnitee’s heirs, executors and administrators. 

          9.      Severability.
If any provision or provisions of this Agreement shall be held to be invalid,
illegal or unenforceable for any reason whatsoever: (i) the validity, legality
and enforceability of the remaining provisions of this Agreement (including
without limitation each portion of any Section 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,
(ii) 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 (iii) to the fullest extent possible, the
provisions of this Agreement (including without limitation each portion of any
Section 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. 

          10.      Exception
to Right of Indemnification or Advancement of Expenses. Notwithstanding
any other provision of this Agreement, Indemnitee shall not be entitled to
indemnification or advancement of Expenses under this Agreement with respect to
any Proceeding brought by Indemnitee, or any claim therein, unless the bringing
of such Proceeding or making of such claim shall have been approved by the
Board. 

          11.     
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. 

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          12.      Headings.
The headings of the Sections 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. 

          13.     
Definitions. For purposes of this Agreement: 

          (a)     
“Affiliate” means with respect to any person or entity, any other
person or entity that, directly or indirectly, through one or more
intermediaries, controls, is controlled by or is under common control with, such
person or entity. 

          (b)     
“Board” shall mean the Board of Directors of the Company. 

          (c)     
“Corporate Status” describes the status of a person who is or was a
director or officer of an Enterprise. 

          (d)     
“Enterprise” shall mean the Company and any other corporation,
partnership, limited liability company, joint venture, trust, employee benefit
plan or other entity, enterprise or association of which Indemnitee is or was
serving at the request of the Company as a director or officer. 

          (e)     
“Expenses” shall include all reasonable attorneys’ fees, retainers,
court costs, transcript costs, fees of experts, fees of witnesses other than
Indemnitee, travel and lodging expenses, duplicating costs, printing and binding
costs, telephone charges, postage, delivery service fees, and all other
reasonable disbursements or expenses of the types customarily incurred 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. Expenses also shall include expenses reasonably incurred in
connection with any appeal resulting from any Proceeding, including without
limitation, any premium, security for, and other costs relating to any cost
bond, supersedeas bond, or other appeal bond or its equivalent. 

          (f)     
“Good Faith” shall mean Indemnitee having acted honestly and in good
faith with a view to the best interests of the Enterprise and, with respect to
any criminal Proceeding, having had reasonable cause to believe Indemnitee’s
conduct in respect of which the Proceeding was brought was lawful. 

          (g)     
“Proceeding” means any action, suit, arbitration, alternate dispute
resolution mechanism, inquiry, administrative hearing, whether civil, criminal
or administrative, in which Indemnitee was or is involved as a party or a
witness by reason of the fact that Indemnitee is or was a director or officer of
the Company, by reason of any action taken by Indemnitee or of
any inaction on Indemnitee’s part while acting in a Corporate Status, or by
reason of the fact that Indemnitee is or was serving at the request of the
Company as a director or officer of another corporation, partnership, limited
liability company, joint venture, trust or other enterprise, in each case
whether or not Indemnitee is acting or serving in any such capacity at the time
any liability or expense is incurred for which indemnification or advancement of
expenses can be provided under this Agreement. 

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          14.      Entire
Agreement. 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. 

          15.      Modification
and Waiver. No supplement, modification or amendment of this Agreement
shall be binding unless executed in writing by both of 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 hereof (whether or not similar), nor
shall such waiver constitute a continuing waiver. 

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

	 	(a) 	
      If to Indemnitee, to:

	 	 	 
	 		
      Peter A. Ball

	 	 	 
	 		
      36198 Auguston Parkway S. 

      Abbotsford 

    British Columbia Canada V3G 2Y9

	 	 	 
	 	(b) 	
      If to the Company, to:

       

	 	 	 
	 		
      ARGENTEX MINING CORPORATION

	 	 	 
	 		
      Suite 835,

	 	 	 
	 		
      1100 Melville Street



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Vancouver, B.C. V6E 4A6 

Fax: 604.568.1540 

or to such other address as may have been furnished to the
Company by Indemnitee or to Indemnitee by the Company, as the case may be. 

          17.      Governing
Law. This Agreement and the legal relations between the parties shall
be governed by, and construed and enforced in accordance with, the laws of the
Province of British Columbia and the federal laws of Canada applicable therein.
The parties irrevocably attorn to the exclusive jurisdiction of the courts of
the Province of British Columbia with respect to any legal proceedings arising
herefrom. 

          18.      Miscellaneous.
All references in this Agreement to Sections shall be deemed to be references to
Sections of this Agreement unless the context indicates otherwise. 

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          IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written. 

ARGENTEX MINING CORPORATION


	 	By: 	/s/Jenna Hardy 
	 	 	 
	 	Name: 	Jenna
      Hardy 
	 	 	 
	 	Title: 	Director 




	SIGNED by PETER A. BALL, who signed in the 	) 	
	presence of: 	) 	
		) 	
	/s/ Ethan Minsky 	) 	
	Signature 	) 	
	Ethan Minsky 	) 	/s/
      Peter Ball 
	Print Name 	) 	PETER A. BALL
	800 885 West Georgia Street
        	) 	  
	Vancouver, BC V6C 3H1 	) 	  
	Address 	) 	  
	Solicitor 	) 	  
	Occupation 	) 	  
	  	) 	  



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