Golden Elephant Glass Technology, Inc: Exhibit 10.5 - Prepared by TNT Filings Inc.




     





Exhibit 10.5 

INDEMNIFICATION AGREEMENT 


This Indemnification Agreement (this
"Agreement"), dated as of the 24th day of February, 2009 is made by and between
Golden Elephant Glass Technology, Inc., a Nevada corporation (the "Company"),
and Guangli Yang, an independent director of the Company (the "Indemnitee"). 


RECITALS 


A. 

The Company and
the Indemnitee recognize that the present state of the law is too uncertain to
provide the Company’s officers and directors with adequate and reliable advance
knowledge or guidance with respect to the legal risks and potential liabilities
to which they may become personally exposed as a result of performing their
duties for the Company; 

B. 

The Company and
the Indemnitee are aware of the substantial growth in the number of lawsuits
filed against corporate officers and directors in connection with their
activities in such capacities and by reason of their status as such; 

C. 

The Company and
the Indemnitee recognize that the cost of defending against such lawsuits,
whether or not meritorious, is typically beyond the financial resources of most
officers and directors of the Company; 

D. 

The Company and
the Indemnitee recognize that the legal risks and potential liabilities, and the
threat thereof, associated with proceedings filed against the officers and
directors of the Company bear no reasonable relationship to the amount of
compensation received by the Company’s officers and directors; 

E. 

The Company,
after reasonable investigation prior to the date hereof, has determined that the
liability insurance coverage available to the Company as of the date hereof is
inadequate, unreasonably expensive or both. The Company believes, therefore,
that the interest of the Company and its current and future stockholders would
be best served by a combination of (i) such insurance as the Company may obtain
pursuant to the Company’s obligations hereunder and (ii) a contract with its
officers and directors, including the Indemnitee, to indemnify them to the
fullest extent permitted by law (as in effect on the date hereof, or, to the
extent any amendment may expand such permitted indemnification, as hereafter in
effect) against personal liability for actions taken in the performance of their
duties to the Company; 

F. 

Section 78.7502
of the Nevada Revised Statutes empowers Nevada corporations to indemnify their
officers and directors and further states that the indemnification provided by
Section 78.7502 shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under the articles of incorporation or
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in an official capacity and as to action in another
capacity while holding such office; thus, Section 78.7502 does not by itself
limit the extent to which the Company may indemnify persons serving as its
officers and directors; 

G. 

The Company’s Articles of
Incorporation and Bylaws authorize the indemnification of the officers and
directors of the Company in excess of that expressly permitted by Section
78.7502; 


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H. 

The Board of
Directors of the Company has concluded that, to retain and attract talented and
experienced individuals to serve as officers and directors of the Company and to
encourage such individuals to take the business risks necessary for the success
of the Company, it is necessary for the Company to contractually indemnify its
officers and directors, and to assume for itself liability for expenses and
damages in connection with claims against such officers and directors in
connection with their service to the Company, and has further concluded that the
failure to provide such contractual indemnification could result in great harm
to the Company and its stockholders; 

I. 

The Company
desires and has requested the Indemnitee to serve or continue to serve as a
director or officer of the Company, free from undue concern for the risks and
potential liabilities associated with such services to the Company; and 

J. 

The Indemnitee
is willing to serve, or continue to serve, the Company, provided, and on the
expressed condition, that the Indemnitee is furnished with the indemnification
provided for herein. 


AGREEMENT 


NOW, THEREFORE, the Company and
Indemnitee agree as follows: 

1. 

DEFINITIONS.


(a) 

"EXPENSES"
means, for the purposes of this Agreement, all direct and indirect costs of any
type or nature whatsoever (including, without limitation, any fees and
disbursements of Indemnitee’s counsel, accountants and other experts and other
out-of-pocket costs) actually and reasonably incurred by the Indemnitee in
connection with the investigation, preparation, defense or appeal of a
Proceeding; provided, however, that Expenses shall not include judgments, fines,
penalties or amounts paid in settlement of a Proceeding. 

(b) 

"PROCEEDING"
means, for the purposes of this Agreement, any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or investigative
(including an action brought by or in the right of the Company) in which
Indemnitee may be or may have been involved as a party or otherwise, 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 his or her part
while acting as such director or officer or by reason of the fact that he or she
is or was serving at the request of the Company as a director, officer, employee
or agent of another foreign or domestic corporation, partnership, joint venture,
trust or other enterprise, or was a director or officer of the foreign or
domestic corporation which was a predecessor corporation to the Company or of
another enterprise at the request of such predecessor corporation, whether or
not he or she is serving in such capacity at the time any liability or expense
is incurred for which indemnification or reimbursement can be provided under
this Agreement. 

2. 

AGREEMENT TO
SERVE. Indemnitee agrees to serve or continue to serve as a director or officer
of the Company to the best of his or her abilities at the will of the Company or
under separate contract, if such contract exists, for so long as Indemnitee is
duly elected or appointed and qualified or until such time as the Indemnitee
tenders his or her resignation in writing. Nothing contained in this Agreement
is intended to create in Indemnitee any right to continued employment. 

3. 


INDEMNIFICATION. 

(a) 

THIRD PARTY
PROCEEDINGS. The Company shall indemnify Indemnitee against Expenses, judgments,
fines, penalties or amounts paid in settlement (if the settlement is approved
in advance by the Company) actually and
reasonably incurred by Indemnitee in connection with a Proceeding (other than a
Proceeding by or in the right of the Company) if Indemnitee acted in good faith
and in a manner Indemnitee reasonably believed to be in the best interests of
the Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe Indemnitee’s conduct was unlawful. The termination
of any 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 the best interests of the Company, or, with respect
to any criminal Proceeding, had no reasonable cause to believe that Indemnitee's
conduct was unlawful. 


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(b) 

PROCEEDINGS BY
OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by law, the
Company shall indemnify Indemnitee against Expenses and amounts paid in
settlement, actually and reasonably incurred by Indemnitee in connection with a
Proceeding by or in the right of the Company to procure a judgment in its favor
if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed
to be in the best interests of the Company and its stockholders. Notwithstanding
the foregoing, no indemnification shall be made in respect of any claim, issue
or matter as to which Indemnitee shall have been adjudged liable to the Company
in the performance of Indemnitee’s duty to the Company and its stockholders
unless and only to the extent that the court in which such action or Proceeding
is or was pending shall determine upon application that, in view of all the
circumstances of the case, Indemnitee is fairly and reasonably entitled to
indemnity for Expenses and then only to the extent that the court shall
determine. 

(c) 

SCOPE.
Notwithstanding any other provision of this Agreement but subject to Section
14(b), the Company shall indemnify the Indemnitee to the fullest extent
permitted by law, notwithstanding that such indemnification is not specifically
authorized by other provisions of this Agreement, the Company’s Articles of
Incorporation, the Company’s Bylaws or by statute. 

4. 

LIMITATIONS ON INDEMNIFICATION.
Any other provision herein to the contrary notwithstanding, the Company shall
not be obligated pursuant to the terms of this Agreement: 

(a) 

EXCLUDED ACTS. To indemnify
Indemnitee for any acts or omissions or transactions from which a director may
not be relieved of liability under applicable law; 

(b) 

EXCLUDED
INDEMNIFICATION PAYMENTS. To indemnify or advance Expenses in violation of any
prohibition or limitation on indemnification under the statutes, regulations or
rules promulgated by any state or federal regulatory agency having jurisdiction
over the Company; 

(c) 

CLAIMS
INITIATED BY INDEMNITEE. To indemnify or advance Expenses to Indemnitee with
respect to Proceedings or claims initiated or brought voluntarily by Indemnitee
and not by way of defense, except with respect to Proceedings brought to
establish or enforce a right to indemnification under this Agreement or any
other statute or law or otherwise as required under Section 78.7502 of the
Nevada Revised Statutes, but such indemnification or advancement of Expenses may
be provided by the Company in specific cases if the Board of Directors has
approved the initiation or bringing of such suit; 

(d) 

LACK OF GOOD
FAITH. To indemnify Indemnitee for any Expenses incurred by the Indemnitee with
respect to any Proceeding instituted by Indemnitee to enforce or interpret this
Agreement, if a court of competent jurisdiction determines that each of the
material assertions made by the Indemnitee in such Proceeding was not made in
good faith or was frivolous; 

(e) 

INSURED CLAIMS. To indemnify
Indemnitee for Expenses or liabilities of any type whatsoever (including, but
not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts
paid in settlement) which have been paid directly to or on behalf of Indemnitee
by an insurance carrier under a policy of directors’ and officers’ liability
insurance maintained by the Company or any other policy of insurance maintained
by the Company or Indemnitee; or 


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(f) 

CLAIMS UNDER
SECTION 16(b). To indemnify Indemnitee for Expenses and the payment of profits
arising from the purchase and sale by Indemnitee of securities in violation of
Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar
successor statute. 

5. 

DETERMINATION
OF RIGHT TO INDEMNIFICATION. Upon receipt of a written claim addressed to the
Board of Directors for indemnification pursuant to Section 3, the Company shall
determine by any of the methods set forth in Section 78.751 of the Nevada
Revised Statutes whether Indemnitee has met the applicable standards of conduct
which makes it permissible under applicable law to indemnify Indemnitee. If a
claim under Section 3 is not paid in full by the Company within ninety (90) days
after such written claim has been received by the Company, the Indemnitee may at
any time thereafter bring suit against the Company to recover the unpaid amount
of the claim and, unless such action is dismissed by the court as frivolous or
brought in bad faith, the Indemnitee shall be entitled to be paid also the
expense of prosecuting such claim. The court in which such action is brought
shall determine whether Indemnitee or the Company shall have the burden of proof
concerning whether Indemnitee has or has not met the applicable standard of
conduct. 

6. 

ADVANCEMENT AND
REPAYMENT OF EXPENSES. Subject to Section 4 hereof, the Expenses incurred by
Indemnitee in defending and investigating any Proceeding shall be paid by the
Company in advance of the final disposition of such Proceeding within 30 days
after receiving from Indemnitee the copies of invoices presented to Indemnitee
for such Expenses, if Indemnitee shall provide an undertaking to the Company to
repay such amount to the extent it is ultimately determined that Indemnitee is
not entitled to indemnification. In determining whether or not to make an
advance hereunder, the ability of Indemnitee to repay shall not be a factor.
Notwithstanding the foregoing, in a proceeding brought by the Company directly,
in its own right (as distinguished from an action bought derivatively or by any
receiver or trustee), the Company shall not be required to make the advances
called for hereby if the Board of Directors determines, in its sole discretion,
that it does not appear that Indemnitee has met the standards of conduct which
make it permissible under applicable law to indemnify Indemnitee and the
advancement of Expenses would not be in the best interests of the Company and
its stockholders. 

7. 

PARTIAL
INDEMNIFICATION. If the Indemnitee is entitled under any provision of this
Agreement to indemnification or advancement by the Company of some or a portion
of any Expenses or liabilities of any type whatsoever (including, but not
limited to, judgments, fines, penalties, and amounts paid in settlement)
incurred by him in the investigation, defense, settlement or appeal of a
Proceeding, but is not entitled to indemnification or advancement of the total
amount thereof, the Company shall nevertheless indemnify or pay advancements to
the Indemnitee for the portion of such Expenses or liabilities to which the
Indemnitee is entitled. 

8. 

NOTICE TO
COMPANY BY INDEMNITEE. Indemnitee shall notify the Company in writing of any
matter with respect to which Indemnitee intends to seek indemnification
hereunder as soon as reasonably practicable following the receipt by Indemnitee
of written notice thereof; provided, however, that any delay in so notifying the
Company shall not constitute a waiver by Indemnitee of her rights hereunder. The
written notification to the Company shall be addressed to the Board of Directors
and shall include a description of the nature of the Proceeding and the facts
underlying the Proceeding and be accompanied by copies of any documents filed
with the court in which the Proceeding is pending. In addition, Indemnitee shall
give the Company such information and cooperation as it may reasonably
require and as shall be within Indemnitee’s power. 


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9. 

MAINTENANCE OF LIABILITY
INSURANCE. 

(a) 

Subject to
Section 4 hereof, the Company hereby agrees that so long as Indemnitee shall
continue to serve as a director or officer of the Company and thereafter so long
as Indemnitee shall be subject to any possible Proceeding, the Company, subject
to Section 9(b), shall use reasonable commercial efforts to obtain and maintain
in full force and effect directors’ and officers’ liability insurance ("D&O
Insurance") which provides Indemnitee the same rights and benefits as are
accorded to the most favorably insured of the Company’ directors, if Indemnitee
is a director; or of the Company’s officers, if Indemnitee is not a director of
the Company but is an officer. 

(b) 

Notwithstanding
the foregoing, the Company shall have no obligation to obtain or maintain D&O
Insurance if the Company determines in good faith that such insurance is not
reasonably available, the premium costs for such insurance are disproportionate
to the amount of coverage provided, the coverage provided by such insurance is
limited by exclusions so as to provide an insufficient benefit, or the
Indemnitee is covered by similar insurance maintained by a subsidiary or parent
of the Company. 

(c) 

If, at the time
of the receipt of a notice of a claim pursuant to Section 8 hereof, the Company
has D&O Insurance in effect, the Company shall give prompt notice of the
commencement of such Proceeding to the insurers in accordance with the
procedures set forth in the respective 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. 

10. 

DEFENSE OF
CLAIM. In the event that the Company shall be obligated under Section 6 hereof
to pay the Expenses of any Proceeding against Indemnitee, the Company, if
appropriate, 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 its election to
do so. After delivery of such notice, approval of such counsel by Indemnitee and
the retention of such counsel by the Company, the Company will not be liable to
Indemnitee under this Agreement for any fees of counsel subsequently incurred by
Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee
shall have the right to employ counsel in any such Proceeding at Indemnitee’s
expense; and (ii) if (A) the employment of counsel by Indemnitee has been
previously authorized by the Company, or (B) Indemnitee shall have reasonably
concluded that there may be a conflict of interest between the Company and the
Indemnitee in the conduct of such defense or (C) the Company shall not, in fact,
have employed counsel to assume the defense of such Proceeding, then the fees
and expenses of Indemnitee’s counsel shall be at the expense of the Company. 

11. 

ATTORNEYS’
FEES. In the event that Indemnitee or the Company institutes an action to
enforce or interpret any terms of this Agreement, the Company shall reimburse
Indemnitee for all of the Indemnitee’s reasonable fees and expenses in bringing
and pursuing such action or defense, unless as part of such action or defense, a
court of competent jurisdiction determines that the material assertions made by
Indemnitee as a basis for such action or defense were not made in good faith or
were frivolous. 


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12. 

CONTINUATION OF
OBLIGATIONS. All agreements and obligations of the Company contained herein
shall continue during the period the Indemnitee is a director or officer of the
Company, or is or was serving at the request of the Company as a director,
officer, fiduciary, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, and shall continue thereafter so long as the
Indemnitee shall be subject to any possible proceeding by reason of the fact
that Indemnitee served in any capacity referred to herein. 

13. 

SUCCESSORS AND
ASSIGNS. This Agreement establishes contract rights that shall be binding upon,
and shall inure to the benefit of, the successors, assigns, heirs and legal
representatives of the parties hereto. 

14. 

NON-EXCLUSIVITY. 

(a) 

The provisions
for indemnification and advancement of expenses set forth in this Agreement
shall not be deemed to be exclusive of any other rights that the Indemnitee may
have under any provision of law, the Company’s Articles of Incorporation or
Bylaws, the vote of the Company’s stockholders or disinterested directors, other
agreements or otherwise, both as to action in the Indemnitee’s official capacity
and action in another capacity while occupying the Indemnitee’s position as a
director or officer of the Company. 

(b) 

In the event of
any changes, after the date of this Agreement, in any applicable law, statute,
or rule which expand the right of a Nevada corporation to indemnify its officers
and directors, the Indemnitee’s rights and the Company’s obligations under this
Agreement shall be expanded to the full extent permitted by such changes. In the
event of any changes in any applicable law, statute or rule, which narrow the
right of a Nevada corporation to indemnify a director or officer, such changes,
to the extent not otherwise required by such law, statute or rule to be applied
to this Agreement, shall have no effect on this Agreement or the parties’ rights
and obligations hereunder. 

15. 

EFFECTIVENESS
OF AGREEMENT. To the extent that the indemnification permitted under the terms
of certain provisions of this Agreement exceeds the scope of the indemnification
provided for in the Nevada Revised Statutes, such provisions shall not be
effective unless and until the Company’s Articles of Incorporation authorize
such additional rights of indemnification. In all other respects, the balance of
this Agreement shall be effective as of the date set forth on the first page and
may apply to acts of omissions of Indemnitee which occurred prior to such date
if Indemnitee was an officer, director, employee or other agent of the Company,
or was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, at the time such act or omission occurred. 

16. 

SEVERABILITY.
Nothing in this Agreement is intended to require or shall be construed as
requiring the Company to do or fail to do any act in violation of applicable
law. The Company’s inability, pursuant to court order, to perform its
obligations under this Agreement shall not constitute a breach of this
Agreement. The provisions of this Agreement shall be severable as provided in
this Section 16. If this Agreement or any portion hereof shall be invalidated on
any ground by any court of competent jurisdiction, then the Company shall
nevertheless indemnify Indemnitee to the full extent permitted by any applicable
portion of this Agreement that shall not have been invalidated, and the balance
of this Agreement not so invalidated shall be enforceable in accordance with its
terms. 

17. 

GOVERNING LAW.
This Agreement shall be interpreted and enforced in accordance with the laws of
the State of Nevada, without reference to its conflict of law principals. To the
extent permitted by applicable law, the parties hereby waive any provisions of
law which render any provision of this Agreement unenforceable in any respect.



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18. 

NOTICE. All
notices, requests, demands and other communications under this Agreement shall
be in writing and shall be deemed duly given (i) if delivered by hand and
receipted for by the party addressee or (ii) if mailed by certified or
registered mail with postage prepaid, on the third business day after the
mailing date. Addresses for notice to either party are as shown on the signature
page of this Agreement, or as subsequently modified by written notice. 

19. 

MUTUAL
ACKNOWLEDGMENT. Both the Company and Indemnitee acknowledge that in certain
instances, federal law or applicable public policy may prohibit the Company from
indemnifying its directors and officers under this Agreement or otherwise.
Indemnitee understands and acknowledges that the Company has undertaken or may
be required in the future to undertake with the appropriate state or federal
regulatory agency to submit for approval any request for indemnification, and
has undertaken or may be required in the future to undertake with the Securities
and Exchange Commission to submit the question of indemnification to a court in
certain circumstances for a determination of the Company’s right under public
policy to indemnify Indemnitee. 

20. 

COUNTERPARTS. This Agreement
may be executed in one or more counterparts, each of which shall constitute an
original. 

21. 

AMENDMENT AND TERMINATION. No
amendment, modification, termination or cancellation of this Agreement shall be
effective unless in writing signed by both parties hereto. 

[Signature Page Follows] 


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IN WITNESS WHEREOF, the parties have
executed this Agreement as of the day and year set forth above. 



  	GOLDEN ELEPHANT GLASS
	TECHNOLOGY, INC.
	 	 
	BY: /s/ Lihui Song
	Name: Lihui Song
	Title: President and Chief Executive
      Officer
	 	 
	Address:	123 Chuangye Road
	 	Haizhou District
	 	Fuxin City, Liaoning
	 	People’s Republic of China
	 	 
	 	 
	INDEMNITEE
	 	 
	/s/ Guangli Yang
	Name: Guangli Yang
	 	 
	Address:	No. 34-45 Chang’an Li
	 	Jinzhou, Liaoning
	 	People’s Republic of China