Golden Elephant Glass Technology, Inc. - Exhibit 10.4 - Prepared By TNT
Filings Inc.



  




Exhibit 10.4 

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 Fuyi Zhao, 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; 

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/ Fuyi Zhao            
      

      Name: Fuyi Zhao 

      Address: 

      No. 9 Wenyi Road 

      Shenhe District 

      Shenyang, Liaoning 

      People’s Republic of China