exv10w8





 Exhibit 10.8




FORM OF DIRECTOR INDEMNIFICATION AGREEMENT




     This Indemnification Agreement (this “Agreement”) is made and entered into as of this [Insert
Day] day of [Insert Month], 20___, by and among Memorial Production Partners GP LLC, a Delaware
limited liability company (the “General Partner”); Memorial Production Partners LP, a
Delaware limited partnership (the “Partnership,” and together with the General Partner, the
“Companies” and each a “Company”); and [Insert Director Name]
(“Indemnitee”). Each of the defined terms used in this Agreement shall have the definition
set forth in Section 14.



     WHEREAS, in light of the litigation costs and risks to directors and officers resulting from
their service to companies and the desire of the Companies to attract and retain qualified
individuals to serve as directors and officers, it is reasonable, prudent and necessary for the
Companies to indemnify and advance expenses on behalf of the directors (including directors that
also serve as officers) of the General Partner to the extent permitted by applicable law so that
they will serve or continue to serve the Companies free from undue concern regarding such risks;



     WHEREAS, the Companies have requested that Indemnitee serve or continue to serve as a director
(and officer, as applicable) of the General Partner and may have requested or may in the future
request that Indemnitee serve one or more Enterprises as a director or in other capacities;



     WHEREAS, in order to induce Indemnitee to serve, or to continue to serve, as a director of the
General Partner, and to agree to serve, from time to time, as any Company may request, in any other
Corporate Status, the Companies are executing this Agreement;



     WHEREAS, Indemnitee is willing to serve as a director of the General Partner or in any other
Corporate Status on the condition that Indemnitee be so indemnified;



     WHEREAS, the indemnification provisions of this Agreement are a supplement to and in
furtherance of the Certificate of Limited Partnership of the Partnership, as amended from time to
time after the date hereof (the “Partnership Certificate”), the First Amended and Restated
Agreement of Limited Partnership of the Partnership, as amended from time to time after the date
hereof in accordance with the terms thereof (the “Partnership Agreement”), the Certificate
of Formation of the General Partner, as amended from time to time after the date hereof (the
“General Partner Certificate”), and the Amended and Restated Limited Liability Company
Agreement of the General Partner, as amended from time to time after the date hereof in accordance
with the terms thereof (the “General Partner Agreement” and, together with the Partnership
Certificate, the Partnership Agreement and the General Partner Certificate, the “Company
Organizational Documents”), any organizational documents of any other Enterprise (collectively,
the “Enterprise Organizational Documents”) and any resolutions adopted by the Board of
Directors (pursuant to the General Partner Agreement or the Partnership Agreement) or similar
governing body of any other Enterprise, and shall not be deemed to be a substitute therefor nor to
diminish or abrogate any rights of Indemnitee thereunder; and



     WHEREAS, to the extent Indemnitee is employed by a Sponsor Company, Indemnitee may have
certain rights to indemnification, advancement of expenses or insurance provided by the Designating
Partners (or their affiliates), which Indemnitee, the Companies and the



 









 




Designating Partners (or their affiliates) intend to be secondary to the primary obligation of
the Enterprise Entities to indemnify Indemnitee as provided herein or as provided in the Company
Organizational Documents or other Enterprise Organizational Documents, with the Companies’
acknowledgement of and agreement to the foregoing being a material condition to Indemnitee’s
willingness to serve as a director of the General Partner or in any other Corporate Status.




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


1. Services by Indemnitee. Indemnitee will serve or continue to serve as a director of the
General Partner (and an officer, if applicable), for so long as Indemnitee is duly elected or
appointed or until Indemnitee tenders Indemnitee’s resignation or is removed in accordance with the
General Partner Agreement. Indemnitee may from time to time also agree to serve, as any Company may
request from time to time, in any other Corporate Status. Indemnitee and each Company each
acknowledge that they have entered into this Agreement as a means of inducing Indemnitee to serve,
or continue to serve, the Companies and any Enterprise in such capacities. Indemnitee may at any
time and for any reason resign from such position or positions (subject to any other contractual
obligation or any obligation imposed by operation of law).



2. Indemnification—General. On the terms and subject to the conditions of this Agreement,
the Companies shall, to the fullest extent permitted under applicable law and so long as Indemnitee
has not engaged in Disabling Conduct, indemnify Indemnitee with respect to, and hold Indemnitee
harmless from and against, all losses, liabilities, judgments, fines, penalties, costs, Expenses
and other amounts that Indemnitee reasonably incurs and that result from, arise in connection with
or are by reason of Indemnitee’s Corporate Status and shall advance Expenses to Indemnitee. The
obligations of the Companies under this Agreement (a) are joint and several obligations of each
Company, (b) shall continue after such time as Indemnitee ceases to serve as a director of the
General Partner or in any other Corporate Status and (c) include claims for monetary damages
against Indemnitee in respect of any actual or alleged liability or other loss of Indemnitee, to
the fullest extent permitted under applicable law as in existence on the date hereof (and to such
greater extent as applicable law may hereafter from time to time permit) provided that Indemnitee
has not engaged in Disabling Conduct. The other provisions in this Agreement are provided in
addition to and as a means of furtherance and implementation of, and not in limitation of, the
obligations expressed in this Section 2.



3. Proceedings Other Than Proceedings by or in the Right of the Companies. If, in
connection with or by reason of Indemnitee’s Corporate Status, Indemnitee was, is, or is threatened
to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the
right of any of the Companies to procure a judgment in its favor, the Companies shall, to the
fullest extent permitted under applicable law and so long as Indemnitee has not engaged in
Disabling Conduct, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and
against, all Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement
(including all interest, assessments and other charges paid or payable in connection with or in
respect of such liabilities, judgments, penalties, fines and amounts paid in settlement) reasonably
incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding or any claim,
issue or matter therein.







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4. Proceedings by or in the Right of the Companies. If, by reason of Indemnitee’s
Corporate Status, Indemnitee was, is, or is threatened to be made, a party to or a participant in
any Proceeding by or in the right of any of the Companies to procure a judgment in its favor, the
Companies shall, to the fullest extent permitted under applicable law and so long as Indemnitee has
not engaged in Disabling Conduct, indemnify Indemnitee with respect to, and hold Indemnitee
harmless from and against, all Expenses reasonably incurred by Indemnitee or on behalf of
Indemnitee in connection with such Proceeding; provided, however, that indemnification against such
Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which
Indemnitee shall have been adjudged by a court of competent jurisdiction to be liable to the
applicable Company only if (and only to the extent that) the court in which such Proceeding shall
have been brought or is pending shall determine that, despite such adjudication of liability and in
view of all circumstances, Indemnitee is fairly and reasonably entitled to indemnity for such
Expenses which the court shall deem proper.



5. Mandatory Indemnification in Case of Successful Defense. Notwithstanding any other
provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate
Status, a party to (or a participant in) and is successful, on the merits or otherwise, in defense
of any Proceeding (including any Proceeding brought by or in the right of any Company), the
Companies shall, to the fullest extent permitted under applicable law and so long as Indemnitee has
not engaged in Disabling Conduct, indemnify Indemnitee with respect to, and hold Indemnitee
harmless from and against, all Expenses reasonably incurred by Indemnitee or on behalf of
Indemnitee in connection therewith. If Indemnitee is not wholly successful in defense of 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 Companies shall, to the fullest extent permitted
under applicable law and so long as Indemnitee has not engaged in Disabling Conduct, indemnify
Indemnitee against all Expenses reasonably incurred by Indemnitee or on behalf of Indemnitee in
connection with each successfully resolved claim, issue or matter. For purposes of this Section
5 and without limitation, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, on substantive or procedural grounds, shall be deemed to
be a successful result as to such claim, issue or matter.



6. Partial Indemnification. If Indemnitee is entitled under any provision of this
Agreement or otherwise to indemnification by any of the Companies for some or a portion of the
Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all
interest, assessments and other charges paid or payable in connection with or in respect of such
liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by Indemnitee or
on behalf of Indemnitee in connection with a Proceeding or any claim, issue or matter therein, in
whole or in part, the Companies shall, to the fullest extent permitted under applicable law and so
long as Indemnitee has not engaged in Disabling Conduct, indemnify Indemnitee to the fullest extent
to which Indemnitee is entitled to such indemnification.



7. Indemnification for Additional Expenses Incurred to Secure Recovery or as Witness.




     (a) The Companies shall, to the fullest extent permitted under applicable law and so long as
Indemnitee has not engaged in Disabling Conduct, indemnify Indemnitee with respect to, and hold
Indemnitee harmless from and against, any and all Expenses and, if requested by Indemnitee, shall
advance on an as-incurred basis (as provided in Section 8) such Expenses to



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Indemnitee, which are reasonably incurred by Indemnitee in connection with any action or
proceeding or part thereof brought by Indemnitee for (i) indemnification or advance payment of
Expenses by the Companies under this Agreement, the Company Organizational Documents or other
Enterprise Organizational Document, or any other agreement; or (ii) recovery under any director and
officer liability insurance policies maintained by any Company or other Enterprise.




     (b) To the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness
(or is forced or asked to respond to discovery requests) in any Proceeding to which Indemnitee is
not a party, the Companies shall, to the fullest extent permitted under applicable law and so long
as Indemnitee has not engaged in Disabling Conduct, indemnify Indemnitee with respect to, and hold
Indemnitee harmless from and against, and the Companies will advance on an as-incurred basis (as
provided in Section 8), all Expenses reasonably incurred by Indemnitee or on
behalf of Indemnitee in connection therewith.


8. Advancement of Expenses. The Companies shall, to the fullest extent permitted under
applicable law, pay on a current and as-incurred basis all Expenses incurred by Indemnitee in
connection with any Proceeding in any way connected with, resulting from or relating to
Indemnitee’s Corporate Status. The advancement of such Expenses shall be paid within 10 days after
receipt by any Company of a properly submitted written request for advancement from Indemnitee
pursuant to Section 9(c)(i), without regard to whether an Adverse Determination has been
or may be made, except as contemplated by the last sentence of Section 9(f). Upon
submission of a request for advancement of Expenses pursuant to Section  9(c), Indemnitee
shall be entitled to advancement of Expenses as provided in this Section 8, and such
advancement of Expenses shall continue until such time (if any) as there is a final non-appealable
judicial determination that Indemnitee is not entitled to indemnification or that Indemnitee
engaged in Disabling Conduct. Indemnitee shall repay all such amounts advanced if and to the
extent that it shall ultimately be determined in a decision by a court of competent jurisdiction
from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the
Companies for such Expenses or that Indemnitee engaged in Disabling Conduct. Such repayment
obligation shall be unsecured and shall not bear interest. The Companies shall not impose on
Indemnitee additional conditions to advancement or require from Indemnitee additional undertakings
regarding repayment, except as set forth in this Agreement.



9. Indemnification Procedures.




     (a) Notice of Proceeding. Indemnitee agrees to notify the Companies promptly 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 hereunder. Any failure by Indemnitee to notify any Company will relieve such Company of
its advancement or indemnification obligations under this Agreement only to the extent such Company
can establish that such omission to notify resulted in actual prejudice to it, and the omission to
notify such Company will, in any event, not relieve any Company from any liability which it may
have to indemnify Indemnitee or advance Expenses to Indemnitee otherwise than under this Agreement.
If, at the time of receipt of any such notice, the Companies have director and officer insurance
policies in effect, the Companies will promptly notify the relevant insurers in accordance with the
procedures and requirements of such policies.



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     (b) Defense; Settlement.



          (i) The Companies shall not, without the prior written consent of Indemnitee, which may be
provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding
against Indemnitee, or any proceeding which could have been brought against Indemnitee or which
potentially or actually imposes any cost, liability, exposure or burden on Indemnitee, unless such
settlement solely involves the payment of money or performance of any obligation by Persons other
than Indemnitee and includes an unconditional release of Indemnitee from all liability on any
matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all
wrongdoing in connection with such matters. The Companies shall not be obligated to indemnify
Indemnitee for amounts paid in settlement of a Proceeding against Indemnitee if such settlement is
effected by Indemnitee without the Companies’ prior written consent, which consent shall not be
unreasonably withheld.




          (ii) In any Proceeding in connection with which Indemnitee has submitted a Company with a
written request for advancement and/or indemnification of Expenses pursuant to Section
 9(c), such Company shall be entitled to assume the defense of such Proceeding, with counsel
approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to
Indemnitee of written notice of such Company’s election to do so. After delivery of such notice,
approval of such counsel by Indemnitee, and retention of such counsel by such Company, Indemnitee
shall nevertheless be entitled to employ or continue to employ his own counsel in such Proceeding.
Employment of such counsel by Indemnitee shall be at the cost and expense of the Companies unless
and until the Companies shall have demonstrated to the reasonable satisfaction of Indemnitee and
Indemnitee’s counsel that there is no conflict of interest between the Company and Indemnitee in
such Proceeding, after which time, further employment of such counsel by the Indemnitee shall be at
the cost and expense of Indemnitee.




     (c) Request for Advancement; Request for Indemnification.



          (i) To obtain advancement of Expenses under this Agreement, Indemnitee shall submit to the
Companies a written request therefor, together with such invoices or other supporting information
as may be reasonably requested by the Companies and reasonably available to Indemnitee, and, only
to the extent required by applicable law which cannot be waived, an unsecured written undertaking
to repay amounts advanced. The Companies shall make advance payment of Expenses to Indemnitee no
later than 10 days after receipt of the written request for advancement (and each subsequent
request for advancement) by Indemnitee. If, at the time of receipt of any such written request for
advancement of Expenses, the Companies have director and officer insurance policies in effect, the
Companies will promptly notify the relevant insurers in accordance with the procedures and
requirements of such policies.




          (ii) To obtain indemnification under this Agreement, Indemnitee shall submit a written request
therefor. The time at which Indemnitee submits a written request for indemnification shall be
determined by the Indemnitee in the Indemnitee’s sole discretion. Once Indemnitee submits such a
written request for indemnification (and only at such time that Indemnitee submits such a written
request for indemnification), a Determination shall thereafter be made, as provided in and only to
the extent required by Section  9(d). In no event shall a Determination be made, or
required to be made, as a condition to or otherwise in connection with






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any advancement of Expenses pursuant to Section 8 and Section 9(c)(i). If,
at the time of receipt of any such request for indemnification, the Companies have director and
officer insurance policies in effect, the Companies will promptly notify the relevant insurers in
accordance with the procedures and requirements of such policies.




     (d) Determination. Any Determination shall be made within 30 days after receipt of
Indemnitee’s written request for indemnification pursuant to Section 9(c)(ii)
(or in the case of a Determination to be made by Independent Counsel within 30 days of the
selection of Independent Counsel) and such Determination shall be made, subject to Section
 9(g), in the specific case as follows:



          (i) If a Potential Change in Control or a Change in Control shall have occurred, by
Independent Counsel (selected in accordance with Section 9(e)) in a written opinion to the
Board of Directors, a copy of which opinion shall be delivered to Indemnitee, unless Indemnitee
shall request that such Determination be made by the Board of Directors, or a committee of the
Board of Directors, in which case the Determination shall be made by the Persons and in the manners
provided for in clauses (x) or (y) of Section  9(d)(ii); or




          (ii) If a Potential Change in Control or a Change in Control shall not have occurred, (x) by
the Board of Directors by a majority vote of the Disinterested Directors even though less than a
quorum of the Board of Directors, (y) by a majority vote of a committee consisting solely of one or
more Disinterested Directors designated to act in the matter by a majority vote of all
Disinterested Directors, even though less than a quorum of the Board of Directors, or (z) if there
are no Disinterested Directors or, if such Disinterested Directors so direct, by Independent
Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to
Indemnitee, with Independent Counsel being selected by a vote of the Disinterested Directors as set
forth in clauses (x) or (y) of this Section 9(d)(ii), or if such vote is not obtainable or
such a committee of Disinterested Directors cannot be established, by a majority vote of the Board
of Directors.



If a Determination is made that Indemnitee is entitled to indemnification, payment to Indemnitee
shall be made within 10 days after such Determination. Indemnitee shall reasonably cooperate with
the Persons making such Determination, including providing to such Persons 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 the making
of such Determination. Any Expenses incurred by Indemnitee in so cooperating with the Persons
making such Determination shall be advanced and borne by the Companies (irrespective of the
Determination as to Indemnitee’s entitlement to indemnification), and each Company shall indemnify
and hold Indemnitee harmless therefrom.




     (e) Independent Counsel. If a Potential Change in Control or a Change in Control shall not
have occurred and the Determination is to be made by Independent Counsel, the Independent Counsel
shall be selected by (i) a majority vote of the Disinterested Directors, even though less than a
quorum of the Board or (ii) if there are no Disinterested Directors, a majority vote of the Board,
and the General Partner shall give written notice to Indemnitee, within 10 days after receipt by
the General Partner of Indemnitee’s request for indemnification, specifying the identity and
address of the Independent Counsel so selected. If a Potential Change in Control or



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a Change in Control shall have occurred and the Determination is to be made by Independent
Counsel, the Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written
notice to the General Partner, within 10 days after submission of Indemnitee’s request for
indemnification, specifying the identity and address of the Independent Counsel so selected (unless
Indemnitee shall request that such selection be made by (i) a majority vote of the Disinterested
Directors, even though less than a quorum of the Board, or (ii) if there are no Disinterested
Directors, a majority vote of the Board, in which event the General Partner shall give written
notice to Indemnitee within 10 days after receipt of Indemnitee’s request that such selection be
made by a majority vote of the Disinterested Directors or the Board, as applicable, specifying the
identity and address of the Independent Counsel so selected). In either event, (A) such notice to
Indemnitee or the General Partner, as the case may be, shall be accompanied by a written
affirmation of the Independent Counsel so selected that it satisfies the requirements of the
definition of “Independent Counsel” in Section 14 and that it agrees to serve in
such capacity and (B) Indemnitee or the General Partner, as the case may be, may, within 7 days
after such written notice of selection shall have been given, deliver to the General Partner or to
Indemnitee, as the case may be, a written objection to such selection. Any objection to the
selection of Independent Counsel pursuant to this Section 9(e) may be asserted
only on the ground that the Independent Counsel so selected does not meet the requirements of the
definition of “Independent Counsel” in Section 14, and the objection shall set
forth with particularity the factual basis of such assertion. If such written objection is timely
made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a
court of competent jurisdiction (a “Court”) has determined that such objection is without
merit. In the event of a timely written objection to a choice of Independent Counsel, the party
originally selecting the Independent Counsel shall have 7 days to make an alternate selection of
Independent Counsel and to give written notice of such selection to the other party, after which
time such other party shall have 5 days to make a written objection to such alternate selection.
If, within 30 days after submission of Indemnitee’s request for indemnification pursuant to
Section 9(c)(ii), no Independent Counsel shall have been selected and not
objected to, either the General Partner or Indemnitee may petition the Court for resolution of any
objection that shall have been made by the General Partner or Indemnitee to the other’s selection
of Independent Counsel or for the appointment as Independent Counsel of a Person selected by the
Court or by such other Person as the Court shall designate, and the Person with respect to whom an
objection is so resolved or the Person so appointed shall act as Independent Counsel under
Section 9(d). The Companies shall pay any and all fees and expenses reasonably
incurred by such Independent Counsel in connection with acting pursuant to Section
 9(d), and the Companies shall pay all fees and expenses reasonably incurred incident
to the procedures of this Section  9(e), regardless of the manner in which such
Independent Counsel was selected or appointed. Upon the due commencement of any Proceeding or
arbitration pursuant to Section 9(f), Independent Counsel shall be discharged
and relieved of any further responsibility in such capacity, pending final disposition of such
Proceeding or arbitration and subject to the applicable standards of professional conduct then
prevailing.




     (f) Consequences of Determination; Remedies of Indemnitee. The Companies shall be bound by
and shall have no right to challenge a Favorable Determination. If an Adverse Determination is
made, or if for any other reason the Companies do not make timely indemnification payments or
advances of Expenses, Indemnitee shall have the right to commence a Proceeding before a Court to
challenge such Adverse Determination or to require
the Companies to make such payments or advances (and the Companies shall have the right to



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defend their position in such Proceeding and to appeal any adverse judgment in such Proceeding).
Indemnitee shall be entitled to be indemnified for all Expenses incurred in connection with such a
Proceeding and to have such Expenses advanced by the Companies in accordance with Section
 8. If Indemnitee fails to challenge an Adverse Determination, or if Indemnitee
challenges an Adverse Determination and such Adverse Determination has been upheld by a final
judgment of a Court from which no appeal can be taken, then, to the extent and only to the extent
required by such Adverse Determination or final judgment, the Companies shall not be obligated to
indemnify Indemnitee under this Agreement.




     (g) Presumptions; Burden and Standard of Proof. The parties intend and agree that, to the
extent permitted by law, in connection with any Determination by any Person, including a Court:



          (i) it will be presumed that Indemnitee is entitled to indemnification under this Agreement,
and the Enterprise or any other Person challenging such right will have the burden of proof to
overcome that presumption in connection with any Determination contrary to that presumption;




          (ii) the termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably
believed to be in or not opposed to the best interests of the applicable Enterprise, or, with
respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that
Indemnitee’s conduct was unlawful, or that Indemnitee did not act in accordance with any other
applicable standard of conduct imposed by contract, applicable law or otherwise;




          (iii) Indemnitee will be deemed to have acted in good faith if it is determined by a majority
of the board of directors or other governing body of the applicable Enterprise or by Independent
Counsel, as applicable, that Indemnitee’s action is based on the records or books of account of the
applicable Enterprise, including financial statements, or on information supplied to Indemnitee by
the officers, employees, or committees of the board of directors or other governing body of the
applicable Enterprise, or on the advice of legal counsel for the applicable Enterprise or on
information or records given in reports made to the applicable Enterprise by an independent
certified public accountant or by an appraiser or other expert or advisor selected by the
applicable Enterprise; and




          (iv) the knowledge and actions, or failure to act, of any director, officer, manager,
representative, agent or employee of any Enterprise or other relevant enterprises will not be
imputed to Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights
hereunder.



The provisions of this Section 9(g) shall not be deemed to be exclusive or to limit in any
way the other circumstances in which Indemnitee may be deemed to have met the applicable standard
of conduct set forth in this Agreement.



10. Insurance; Subrogation; Other Rights of Recovery, Etc.







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     (a) The General Partner shall use its reasonable best efforts to purchase and maintain a
policy or policies of insurance with reputable insurance companies with A.M. Best ratings of “A” or
better, providing Indemnitee with coverage for any liability asserted against, and incurred by,
Indemnitee or on Indemnitee’s behalf by reason of Indemnitee’s Corporate Status, or arising out of
Indemnitee’s status as such, whether or not any such Company would have the power to indemnify
Indemnitee against such liability. Such insurance policies shall have coverage terms and policy
limits at least as favorable to Indemnitee as the insurance coverage provided to any other current
or former officer or director of the General Partner. If a Company has such insurance in effect at
the time it receives from Indemnitee any notice of the commencement of an action, suit, proceeding
or other claim, such Company shall give prompt notice of the commencement of such action, suit,
proceeding or other claim to the insurers in accordance with the procedures set forth in the
policy. The Companies shall thereafter take all necessary or desirable action to cause such
insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit,
proceeding or other claim in accordance with the terms of such policy, provided that the Companies
shall not be liable to pay or advance to Indemnitee any amounts otherwise indemnifiable under this
Agreement or under any other indemnification agreement if and to the extent that Indemnitee has
otherwise actually received such payment under any insurance policy, contract, agreement or
otherwise. The Companies shall continue to provide such insurance coverage to Indemnitee for a
period of at least [six] years after Indemnitee ceases to serve as a director or any other
Corporate Status.



     (b) Subject to Section 10(d), in the event of any payment by any Company
under this Agreement, such Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee against any other Enterprise, and Indemnitee hereby agrees, as a
condition to obtaining any advancement or indemnification from the Companies, to assign to such
Company all of Indemnitee’s rights to obtain from such other Enterprise such amounts to the extent
that they have been paid by such Company to or for the benefit of Indemnitee as advancement or
indemnification under this Agreement and are adequate to indemnify Indemnitee with respect to the
costs, Expenses or other items to the full extent that Indemnitee is entitled to indemnification or
other payment hereunder; and Indemnitee will (upon request by the Companies) execute all papers
required and take all action necessary to secure such rights, including execution of such documents
as are necessary to enable such Company to bring suit or enforce such rights. In addition, if the
General Partner, on behalf of itself, pays or causes to be paid (including advancement of
Expenses), for any reason, any amounts otherwise indemnifiable or payable hereunder or under any
other indemnification agreement or arrangement (whether pursuant to contract, Company
Organizational Documents or other Enterprise Organizational Documents or otherwise) with
Indemnitee, then the Partnership shall fully indemnify, reimburse and hold harmless the General
Partner for all such payments actually made by the General Partner.



     (c) Each of the Companies hereby unconditionally and irrevocably waives, relinquishes and
releases, and covenants and agrees not to exercise (and to cause each of the other Enterprises not
to exercise), any rights that such Company or any other Enterprise, as the case may be, may now
have or hereafter acquire against any Designating Partner (or former Designating Partner) or any of
their respective affiliates that arise from or relate to the existence, payment, performance or
enforcement of the Companies’ obligations under this Agreement or under any other indemnification
agreement or arrangement (whether pursuant to contract,



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Company Organizational Documents or other Enterprise Organizational Documents or otherwise)
with any Person, including any right of subrogation (whether pursuant to contract or common law),
reimbursement, exoneration, contribution or indemnification, or to be held harmless, and any right
to participate in any claim or remedy of Indemnitee against any Designating Partner (or former
Designating Partner) or any of their respective affiliates, whether or not such claim, remedy or
right arises in equity or under contract, statute or common law, including the right to take or
receive from any Designating Partner (or former Designating Partner) or any of their respective
affiliates, directly or indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim, remedy or right.




     (d) The Companies shall not be liable to pay or advance to Indemnitee any amounts otherwise
indemnifiable under this Agreement or under any other indemnification agreement if and to the
extent that Indemnitee has otherwise actually received such payment under any insurance policy,
contract, agreement or otherwise; provided, however, that (i) the Companies hereby agree on behalf
of themselves and each other Enterprise Entity, that, irrespective of whether Indemnitee is
employed by a Sponsor Company and therefore may have certain rights to indemnification, advancement
of expenses or insurance provided by the Designating Partners or their affiliates, the Enterprise
Entities are the indemnitors of first resort under this Agreement, the Company Organizational
Documents or other Enterprise Organizational Documents or any other indemnification agreement,
arrangement or undertaking (i.e., the Enterprise Entities’ obligations to Indemnitee under this
Agreement or any other agreement or undertaking to provide advancement of Expenses and
indemnification to Indemnitee are primary without regard to any rights Indemnitee may have to seek
or obtain indemnification or advancement of Expenses from any Designating Partner or any of its
affiliates other than an Enterprise Entity (or any former Designating Partner or any of its
affiliates other than an Enterprise Entity) or from any insurance policy for the benefit of such
Indemnitee (other than any directors’ and officers’ insurance policy for the benefit of such
Indemnitee maintained or paid for by any Enterprise), and any obligation of any Designating Partner
(or any affiliate thereof other than any Enterprise) to provide advancement or indemnification for
all or any portion of the same Expenses, liabilities, judgments, penalties, fines and amounts paid
in settlement (including all interest, assessments and other charges paid or payable in connection
with or in respect of such Expenses, liabilities, judgments, penalties, fines and amounts paid in
settlement) incurred by Indemnitee and any rights of recovery of Indemnitee under any insurance
policy for the benefit of such Indemnitee (other than any directors’ and officers’ insurance policy
for the benefit of such Indemnitee maintained or paid for by any Enterprise) are secondary), and
(ii) if any Designating Partner or any of its affiliates other than an Enterprise Entity (or any
former Designating Partner or any of its affiliates other than an Enterprise Entity) pays or causes
to be paid, for any reason, or if Indemnitee collects under any insurance policy for the benefit of
such Indemnitee (other than any directors’ and officers’ insurance policy for the benefit of such
Indemnitee maintained or paid for by any Enterprise), any amounts otherwise payable or
indemnifiable hereunder or under any other indemnification agreement, arrangement or undertaking
(whether pursuant to contract, organizational document or otherwise) with Indemnitee, then (x) such
Designating Partner, former Designating Partner (or affiliate, as the case may be) or insurer, as
applicable, shall be fully subrogated to all rights of Indemnitee with respect to such payment and
(y) the Companies shall fully indemnify, reimburse and hold harmless such Designating Partner,
former Designating Partner (or such affiliate) or insurer, as applicable, for all such payments
actually made by such Designating Partner, former Designating Partner (or such affiliate) or
insurer.



10









 





      (e) Subject to Section 10(d), the Companies’ obligation to indemnify or
advance Expenses hereunder to Indemnitee in respect of or relating to Indemnitee’s Corporate Status
shall be reduced by any amount Indemnitee has actually received as payment of indemnification or
advancement of Expenses from such other Enterprise, except to the extent that such indemnification
payments and advance payment of Expenses when taken together with any such amount actually received
from other Enterprises or under director and officer insurance policies maintained by one or more
Enterprises are inadequate to fully pay all costs, Expenses or other items to the full extent that
Indemnitee is otherwise entitled to indemnification or other payment hereunder.



     (f) Except for the rights set forth in Sections 10(c),
10(d) and  10(e), the rights to indemnification and
advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other
rights to which Indemnitee may at any time, whenever conferred or arising, be entitled under
applicable law, the Company Organizational Documents or other Enterprise Organizational Documents
or any other agreement, resolution of directors (or similar governing body) of any Enterprise, or
otherwise. Indemnitee’s rights under this Agreement are present contractual rights that fully vest
upon Indemnitee’s first service as a director (and officer, if applicable) of the General Partner.
The Parties hereby agree that Sections  10(c),  10(d) and
 10(e) shall be deemed exclusive and shall be deemed to modify, amend and clarify
any right to indemnification or advancement provided to Indemnitee under any other contract,
agreement or document with any Enterprise relating to advancement or indemnification.



     (g) 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 Indemnitee’s Corporate Status prior to such amendment, alteration or
repeal. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other right or remedy.


11. Employment Rights; Successors; Third Party Beneficiaries.




     (a) Nothing contained in this Agreement shall be construed as giving Indemnitee any right to
be, or to be retained, in the employment of any of the Enterprise Entities. This Agreement shall
continue in force as provided above after Indemnitee has ceased to serve as a director of the
General Partner or in any other Corporate Status.



     (b) This Agreement shall be binding upon each of the Companies and their successors and
assigns and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and
administrators.



     (c) The Designating Partners are express third party beneficiaries of this Agreement, are
entitled to rely upon this Agreement, and may specifically enforce the Companies’ obligations
hereunder (including but not limited to the obligations specified in Section  10)
as though a party hereunder.


12. 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 each portion of any Section
of this






11









 







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; (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 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.



13. Exceptions to Right of Indemnification or Advancement of Expenses. Notwithstanding any
other provision of this Agreement and except as provided in Section  7(a) or as may
otherwise be agreed by any Company, Indemnitee shall not be entitled to indemnification or
advancement of Expenses under this Agreement with respect to any Proceeding initiated by Indemnitee
(other than a Proceeding by Indemnitee (i) to enforce Indemnitee’s rights under this Agreement or
(ii) to enforce any other rights of Indemnitee to indemnification, advancement or contribution from
the Companies under any other contract, Company Organizational Document, Enterprise Organizational
Document or under statute or other law), unless the initiation of such Proceeding or making of such
claim shall have been approved by the Board of Directors of the General Partner. In addition,
notwithstanding any other provision of this Agreement to the contrary, to the extent that
Indemnitee is an officer of a Company or any Enterprise, Indemnitee shall not be entitled to
indemnification or advancement of Expenses under this Agreement with respect to any Proceeding if
it is determined by a majority of the board of directors or other governing body of the applicable
Enterprise or by Independent Counsel, as applicable, that Indemnitee did not act in good faith and
in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of the
Companies or any such Enterprise.



14. Definitions. For purposes of this Agreement:




     (a) “Adverse Determination” shall have the meaning set forth in the definition of
Determination.



     (b) “Beneficial Owner” shall have the meanings set forth in Rule 13d-3 promulgated
under the Exchange Act as in effect on the date hereof.



     (c) “Board of Directors” or “Board” means the board of directors of the
General Partner.



     (d) “Change of Control” shall be deemed to have occurred with respect to the General
Partner or the Partnership if any change in control or similar event, however denominated, shall
occur under and as defined in the [General Partner Agreement].



     (e) “Corporate Status” describes the status of a person by reason of such person’s
past, present or future service as a director or officer or in any capacity for any Enterprise at
the request of a Company.



     (f) “Designating Partners” means any of the Sponsor Companies, in each case so long as
an individual employed by a Sponsor Company, or any of their respective affiliates, serves as a
director of the General Partner or in any other Corporate Status.



12









 





     (g) “Determination” means a determination that either (x) indemnification of
Indemnitee is proper in the circumstances because Indemnitee met a particular standard of conduct
(a “Favorable Determination”) or (y) indemnification of Indemnitee is not proper in the
circumstances because Indemnitee failed to meet a particular standard of conduct (an “Adverse
Determination”). An Adverse Determination shall include the decision that a Determination was
required in connection with indemnification and the decision as to the applicable standard of
conduct.



     (h) “Disabling Conduct” means, with respect to Indemnitee, any act or omission
resulting from fraud, gross negligence, willful breach of any Company Organizational Document or
other Enterprise Organizational Document or a willful illegal act (other than an act or omission
treated as a criminal violation in a foreign country that is not a criminal violation in the United
States).



     (i) “Disinterested Director” means, with respect to any request by Indemnitee for
indemnification hereunder, a director of the General Partner who at the time of the vote is not a
party to the Proceeding in respect of which indemnification is sought by Indemnitee.



     (j) “Enterprise” shall mean each of the Companies and their respective subsidiaries
and any other entity, constituent entity (including any constituent of a constituent) absorbed in a
consolidation or merger to which any Company (or any of its 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 a Company as a director, officer, trustee,
manager, venturer, proprietor, partner, member, employee, agent, fiduciary or similar functionary.



     (k) “Enterprise Entity” means any Enterprise.



     (l) “Equity Interests” means shares of capital stock, partnership interests,
membership interests in a limited liability company, beneficial interests in a trust or other
equity ownership interests in a Person, and any warrants, options or other rights entitling the
holder thereof to purchase or acquire any such equity interest.



     (m) “Exchange Act” means the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder.



     (n) “Expenses” shall mean all reasonable direct and indirect costs, fees and expenses
of any type or nature whatsoever and shall specifically include all reasonable attorneys’ fees,
retainers, court costs, transcript costs, fees and costs of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees,
and all other 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, including, but not limited to, the premium
for appeal bonds, attachment bonds or similar bonds and all interest, assessments and other charges
paid or payable in connection with or in respect of any such Expenses, and shall also specifically
include all reasonable attorneys’ fees and all other expenses incurred by or on behalf of
Indemnitee in connection with preparing and submitting any requests or statements for



13









 




indemnification, advancement, contribution or any other right provided by this Agreement.
“Expenses,” however, shall not include amounts paid in settlement by Indemnitee or the amounts of
judgments or fines against Indemnitee.




     (o) “Favorable Determination” shall have the meaning set forth in the definition of
Determination.



     (p) “Independent Counsel” means, at any time, any law firm, or a member of a law firm,
that (a) is experienced in matters of limited partnership, limited liability company or corporation
law, as applicable, and (b) is not, at such time, or has not been in the three years prior to such
time, retained to represent: (i) any Enterprise or Indemnitee in any matter material to either such
party (other than with respect to matters concerning Indemnitee under this Agreement, or of other
indemnities under similar indemnification agreements), (ii) any other party to the Proceeding
giving rise to a claim for indemnification hereunder or (iii) the Beneficial Owner, directly or
indirectly, of securities of any Company representing 5% or more of the ownership interests or the
voting power of such Company’s then outstanding ownership interests or voting securities,
respectively. 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 any of the Companies or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement. The Companies agree to pay the reasonable fees and
expenses of the Independent Counsel referred to above and to fully indemnify such counsel against
any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement
or its engagement pursuant hereto and to be jointly and severally liable therefor.



     (q) “Person” means any individual, entity or group (within the meaning of Rule 13d-5
of the Exchange Act but excluding any employee benefit plan of such person and its subsidiaries,
and any person or entity acting in its capacity as trustee, agent or other fiduciary or
administrator of any such plan).



     (r) “Potential Change in Control” shall be deemed to have occurred if (i) any Person
shall have announced publicly an intention to take actions to effect a Change in Control, or
commenced any action that, if successful, would reasonably be expected to result in the occurrence
of a Change in Control; (ii) the General Partner enters into an agreement or arrangement on behalf
of itself or the Partnership, the consummation of which would result in the occurrence of a Change
in Control; or (iii) any other event occurs that the Board declares to be a Potential Change of
Control.



     (s) “Proceeding” includes any actual, threatened, pending or completed action, suit,
arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing
or any other actual, threatened, pending or completed proceeding, whether brought by or in the
right of any Enterprise or otherwise and whether civil, criminal, administrative or investigative
in nature, in which Indemnitee was, is, may be or will be involved as a party, witness or
otherwise, by reason of Indemnitee’s Corporate Status or by reason of any action taken by
Indemnitee or of any inaction on Indemnitee’s part while acting as director (or officer, as
applicable) of the General Partner or serving any other Enterprise (in each case whether or not he
is acting or



14









 




serving in any such capacity or has such status at the time any liability or expense is
incurred for which indemnification or advancement of Expenses can be provided under this
Agreement).




     (t) “Sponsor Companies” means Memorial Resource Development LLC, a Delaware limited
liability company (“Memorial Resource”), Natural Gas Partners VIII, L.P, a Delaware limited
partnership (“NGP VIII”) or Natural Gas Partners IX, L.P., a Delaware limited partnership
(“NGP IX” and together with NGP VIII, the “NGP Funds”), and any other investment
fund or related management company or general partner (i) that is an affiliate of Memorial Resource
or the NGP Funds (other than the Companies) or (ii) that is advised by the same investment adviser
as any of the foregoing entities or by an affiliate of such investment adviser.


15. Construction. Whenever required by the context, as used in this Agreement (a) the
singular number shall include the plural, the plural shall include the singular; (b) all words
herein in any gender shall be deemed to include (as appropriate) the masculine, feminine and neuter
genders; (c) references to any Section, subsection and other subdivision refer to the corresponding
Sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise;
(d) references in any Section or definition to any clause means such clause of such Section or
definition; (e) “herein”, “hereunder,” “hereof,” “hereto” and words of similar import are
references to this Agreement as a whole and not to any particular provision of this Agreement; (f)
the word “including” (in its various forms) means “including without limitation”; (g) references to
“days” are to calendar days; and (h) all references to money refer to the lawful currency of the
United States.



16. Reliance. The Companies expressly confirm and agree that they have entered into this
Agreement and assumed the obligations imposed on each of them hereby in order to induce Indemnitee
to serve as a director (and officer, as applicable) of the General Partner, and the Companies
acknowledge that Indemnitee is relying upon this Agreement in serving as a director (and officer,
as applicable) of the General Partner or in any other Corporate Status.



17. Modification and Waiver. No supplement, modification or amendment of this Agreement
shall be binding unless executed in a writing identified as such by all 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.



18. Notice Mechanics. All notices, requests, demands or 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 said notice or other communication shall have been direct, 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:







15









 









	 	(a)	 	If to Indemnitee to:
	 
	 	 	 	[          ]
	 
	 	 	 	[          ]
	 
	 	 	 	[          ]

Attn: [Name of Indemnitee]
	 
	 	(b)	 	If to any Company, to:
	 
	 	 	 	Memorial Production Partners GP LLC

1401 McKinney Street, Suite 1025

Houston, Texas 77010




or to such other address as may have been furnished (in the manner prescribed above) as follows:
(a) in the case of a change in address for notices to Indemnitee, furnished by Indemnitee to the
Companies and (b) in the case of a change in address for notices to any Company, furnished by the
Companies to Indemnitee.



19. Contribution. To the fullest extent permitted under applicable law and so long as
Indemnitee has not engaged in Disabling Conduct, if the indemnification provided for in this
Agreement is unavailable to Indemnitee for any reason whatsoever, the Companies, in lieu of
indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for
judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement or for
reasonably incurred Expenses, in connection with any claim relating to an indemnifiable event under
this Agreement, in such proportion as is deemed fair and reasonable in light of all of the
circumstances of such Proceeding in order to reflect (i) the relative benefits received by the
Companies and Indemnitee as a result of the event(s) or transaction(s) giving cause to such
Proceeding; or (ii) the relative fault of the Companies (and their other directors, officers,
employees and agents) and Indemnitee in connection with such event(s) or transaction(s).



20. Governing Law; Submission to Jurisdiction; Appointment of Agent for Service of Process.
This Agreement and the legal relations among the parties shall, to the fullest extent permitted by
law, be governed by, and construed and enforced in accordance with, the laws of the State of
Delaware, without regard to its conflict of laws rules. The Companies and Indemnitee hereby
irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in
connection with this Agreement shall be brought only in the Court of Chancery of the State of
Delaware (the “Trial Court”), and not in any other state or federal court in the United
States of America or any court in any other country, (ii) consent to submit to the exclusive
jurisdiction of the Trial Court for purposes of any action or proceeding arising out of or in
connection with this Agreement, (iii) waive any objection to the laying of venue of any such action
or proceeding in the Trial Court and (iv) waive, and agree not to plead or to make, any claim that
any such action or proceeding brought in the Trial Court has been brought in an improper or
otherwise inconvenient forum.



21. Headings. 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.







16









 







22. 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.




[Remainder of Page Intentionally Blank]








17









 








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



	 	 	 	 	 	 	 
	General Partner:	 	MEMORIAL PRODUCTION PARTNERS GP LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	Name:
Title:	 	 
	 
	 	 	 	 	 	 
	Partnership:	 	MEMORIAL PRODUCTION PARTNERS LP
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Memorial Production Partners GP LLC, its general

partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	Name:
Title:	 	 
	 
	 	 	 	 	 	 
	Indemnitee:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 






[Signature Page to Indemnification Agreement]