Unassociated Document


    INDEMNIFICATION
      AGREEMENT

     

    This
      Agreement is made and entered into as of December 12, 2007 by and between
      Richard P. Graff (“Indemnitee”)
      and
      Concentric Energy Corp., a Nevada corporation (the “Company”).

     

    BACKGROUND

     

    The
      Company has requested the Indemnitee serve as a Member of the Board of Directors
      of the Company.

     

    Both
      the
      Company and Indemnitee recognize the increased risk of litigation and other
      claims being asserted against directors and officers of companies in today’s
      environment.

     

    In
      recognition of Indemnitee’s need for substantial protection against personal
      liability in order to enhance Indemnitee’s service to the Company in an
      effective manner, and in part to provide Indemnitee with specific contractual
      assurance that the indemnification protection provided by the By-Laws of the
      Company will be available to Indemnitee (regardless of, among other things,
      any
      amendment to or revocation of such By-Laws or any change in the composition
      of
      the Company’s Board of Directors or any Change in Control of the Company), and
      in order to induce Indemnitee to serve a Member of the Board of the Company,
      the
      Company wishes to provide in this Agreement for the indemnification of and
      the
      advancing of expenses to Indemnitee to the fullest extent permitted by law
      and
      as set forth in this Agreement, and for the continued coverage of Indemnitee
      under the Company’s directors’ and officers’ liability insurance policies (the
“D&O Insurance”).

     

    AGREEMENT

     

    The
      parties agree as follows:

     

    1. Services
      by Indemnitee.
      Indemnitee agrees to serve or continue to serve as a director of the Company
      for
      so long as Indemnitee is duly elected or appointed and until such time as
      Indemnitee tenders his or her resignation in writing or is removed as a
      director, or on such terms as may be otherwise provided in any separate
      agreement between the Company and Indemnitee (an “Executive
      Agreement”).

     

    2. Basic
      Indemnification Agreement.
      In the
      event Indemnitee was, is or becomes a party to or witness or other participant
      in, or is threatened to be made a party to or witness or other participant
      in, a
      Claim by reason of (or arising in part out of) an Indemnifiable Event, the
      Company shall indemnify Indemnitee to the fullest extent permitted by law as
      soon as practicable after written demand is presented to the Company, against
      any and all Expenses, liabilities and losses (including without limitation,
      judgments, fines, ERISA excise taxes and penalties, and amounts paid and to
      be
      paid in settlement, interest, assessments, and other charges imposed thereon,
      and any federal, state, local, or foreign taxes (increased by any taxes imposed
      by such payments) imposed on the Indemnitee as a result of the actual or deemed
      receipt of any payments under this Agreement) actually and reasonably incurred
      by Indemnitee or on Indemnitee’s behalf in connection with any such Claim, or
      any issue or matter therein. If so requested by Indemnitee, the Company shall
      advance (within two (2) business days of that request) any and all Expenses
      to
      Indemnitee (an “Expense Advance”). Expense Advances shall be unsecured and
      interest free and shall be made without regard to Indemnitee’s ability to repay
      the Expenses and without regard to Indemnitee’s ultimate entitlement to
      indemnification under the other provisions of this Agreement. Notwithstanding
      anything in this Agreement or in the Company’s By-Laws to the contrary and
      except as provided in Section 3 or in an Executive Agreement, before a Change
      in
      Control, Indemnitee shall not be entitled to indemnification pursuant to this
      Agreement in connection with any Claim initiated by Indemnitee against the
      Company or any director or officer of the Company unless the Company has joined
      in or consented to the initiation of that Claim. The Indemnitee shall qualify
      for advances upon the execution and delivery to the Company of this Agreement
      which shall constitute an undertaking providing that the Indemnitee undertakes
      to the fullest extent permitted by law to repay the advance if and to
the
      extent that it is ultimately determined by a final, non-appealable decision
      rendered by a court of competent jurisdiction,
      that
      Indemnitee is not entitled to be indemnified by the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. Indemnification
      Requests.
      The
      Company shall indemnify Indemnitee against any and all Expenses and, if
      requested by Indemnitee, shall (within two (2) business days of that request)
      advance those Expenses to Indemnitee that are incurred by Indemnitee in
      connection with any Claim asserted against Indemnitee or that are incurred
      in
      connection with any action brought by Indemnitee for (i) indemnification or
      advance payment of expenses by the Company under this Agreement or any other
      agreement or under the Certificate of Incorporation or By-Laws of the Company
      now or hereafter in effect relating to Claims for Indemnifiable Events and/or
      (ii) recovery under any directors’ and officers’ liability insurance policies
      maintained by the Company, regardless of whether Indemnitee ultimately is
      determined to be entitled to that indemnification, advance expense payment,
      or
      insurance recovery, as the case may be. If a request for indemnification or
      advancement of Expenses or recovery under any directors’ and officers’ liability
      insurance policies hereunder is not paid in full by the Company within twenty
      (20) days after such a request 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 request. It shall be a defense to any such action (other than
      any
      action brought to enforce a Claim in respect of or for the advancement of
      Expenses incurred in defending any proceeding in advance of its final
      disposition) that the Indemnitee has not met the standards of conduct that
      make
      it permissible under the Nevada Private Corporations Law (the “NPCL”) for the
      Company to indemnify the Indemnitee for the amount claimed, but only to the
      extent ultimately determined by a final, non-appealable decision rendered by
      a
      court of competent jurisdiction. The burden of proving such defense shall be
      on
      the Company. Neither the failure of the Company (including the Company’s Board
      of Directors, Independent Legal Counsel or the stockholders) to have made a
      determination prior to the commencement of such action that indemnification
      of
      the Indemnitee is proper in the circumstances because he or she has met the
      applicable standard of conduct set forth in the NPCL, nor an actual
      determination by the Company (including the Company’s Board of Directors,
      Independent Legal Counsel or its stockholders) that the Indemnitee has not
      met
      such applicable standard of conduct, shall be a defense to the action or create
      a presumption that the Indemnitee person has not met the applicable standard
      of
      conduct. The Company shall be precluded from asserting in any Claim commenced
      pursuant to this Section 3 that the procedures and presumptions of this
      Agreement are not valid, binding and enforceable and shall stipulate in any
      such
      court or before any such arbitrator that the Company is bound by all the
      provisions of this Agreement. If Indemnitee, pursuant to this Section 3, seeks
      a
      judicial adjudication to enforce Indemnitee’s rights under, or to recover
      damages for breach of, this Agreement, Indemnitee shall be entitled to recover
      from the Company, and shall be indemnified by the Company against, any and
      all
      expenses (of the types described in the definition of Expenses in Section 14
      of
      this Agreement) actually and reasonably incurred by Indemnitee in such
      Claim.

     

    
      
        
        

      

      
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    4. Partial
      Indemnity.
      If
      Indemnitee is entitled under any provision of this Agreement to indemnification
      by the Company for some or a portion of the Expenses, liabilities and losses
      (including without limitation, judgments, fines, ERISA excise taxes and
      penalties, and amounts paid and to be paid in settlement, interest, assessments,
      and other charges imposed thereon, and any federal, state, local, or foreign
      taxes (increased by any taxes imposed by such payments)), but not for the total
      amount, the Company shall nevertheless indemnify Indemnitee for the portion
      to
      which Indemnitee is entitled. Moreover, notwithstanding any other provision
      of
      this Agreement, to the extent that Indemnitee has been successful on the merits
      or otherwise in defense of any or all Claims relating in whole or in part to
      an
      Indemnifiable Event or in defense of any related issue or matter, including
      a
      dismissal or withdrawal with or without prejudice, Indemnitee shall be
      indemnified against all Expenses, liabilities and losses (including without
      limitation, judgments, fines, ERISA excise taxes and penalties, and amounts
      paid
      and to be paid in settlement, interest, assessments, and other charges imposed
      thereon, and any federal, state, local, or foreign taxes (increased by any
      taxes
      imposed by such payments) incurred in connection with Claims related to that
      Indemnifiable Event.

     

    5. No
      Presumption.
      The
      termination of any claim, action, suit, or proceeding, by judgment, order,
      settlement (whether with or without court approval) or conviction, or upon
      a
      plea of nolo contendere or its equivalent, shall not create a presumption that
      Indemnitee did not meet any particular standard of conduct or have any
      particular belief or that a court has determined that indemnification is not
      permitted by applicable law.

     

    6. Non-exclusivity.
      Indemnitee’s
      rights under this Agreement shall be in addition to any other rights Indemnitee
      may have under the Company’s Certificate of Incorporation or By-Laws, or any
      other agreement, vote of stockholders or a resolution of directors, or the
      Nevada Private Corporations Law or otherwise. To the extent that a change in
      the
      Nevada Private Corporations Law (whether by statute or judicial decision)
      permits greater indemnification by agreement than would be afforded currently
      under the Company’s Certificate of Incorporation and By-Laws and this Agreement,
      the parties intend that Indemnitee shall enjoy, by virtue of this Agreement,
      the
      greatest benefits so afforded by that change.

     

    7. No
      Construction as Employment Agreement.
      Nothing
      contained in this Agreement shall be construed as giving Indemnitee any right
      to
      be retained in the employ of the Company or any of its
      subsidiaries.

     

    8. Liability
      Insurance.

     

    (a) The
      Company hereby covenants and agrees that, so long as the Indemnitee shall
      continue to serve as a director of the Company or any of its subsidiaries,
      and
      thereafter so long as the Indemnitee shall be subject to any possible proceeding
      by reason of such service, the Company shall use its best efforts to obtain
      and
      maintain in full force and effect D&O Insurance from established and
      reputable insurers, providing for at least $20 million in coverage, with no
      deductible or co-payment in respect of “A Side” coverage (or the equivalent) for
      at least $10 million. Indemnitee shall be covered by such policy or policies
      in
      accordance with the terms thereof to the maximum extent of the coverage
      available for any independent director under such policy or
      policies.

     

    
      
        
        

      

      
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    (b) Without
      limiting the generality of the foregoing, the Company will use its best efforts
      to obtain the right to purchase separate “tail” or continuing insurance in
      respect of all D&O Insurance it obtains in the future, and will require its
      successor to purchase such “tail” insurance at the Company’s expense, in at
      least the coverage amounts set forth in clause (a) above and for a period of
      at
      least six (6) years, to cover claims that may be made after a Change in Control.
      Such tail insurance will also be provided for the benefit of the Indemnitee,
      if
      not covered by the D&O Insurance then in force, to cover claims that may be
      made after the Indemnitee ceases, for any reason, to serve as a director,
      whether by reason of resignation, retirement, death or failure to be
      renominated.

     

    9. Period
      of Limitations.
      No legal
      action shall be brought and no cause of action shall be asserted by or in the
      right of the Company or any affiliate of the Company against Indemnitee,
      Indemnitee’s spouse, heirs, executors, administrators, or personal or legal
      representatives after the expiration of one year from the date of accrual of
      that cause of action, and any claim or cause of action of the Company or its
      affiliates shall be extinguished and deemed released unless asserted by the
      timely filing of a legal action within that one-year period. However, if any
      shorter period of limitations is otherwise applicable to any cause of action,
      that shorter period shall govern.

     

    10. Amendments.
      No
      supplement, modification, or amendment of this Agreement shall be binding unless
      executed in writing by both of the parties to this Agreement. No waiver of
      any
      of the provisions of this Agreement shall be deemed or shall constitute a waiver
      of any other provisions of this Agreement (whether or not similar) nor shall
      that waiver constitute a continuing waiver.

     

    11. No
      Subrogation.
      In the
      event of payment under this Agreement, the Company shall not be subrogated
      in
      any respect to all of Indemnitee’s rights of recovery, unless the Indemnitee
      consents in writing to that subrogation.

     

    12. No
      Duplication of Payments.
      The
      Company shall not be liable under this Agreement to make any payment in
      connection with any Claim made against Indemnitee to the extent Indemnitee
      has
      otherwise actually received payment (under any insurance policy, the Certificate
      of Incorporation or the By-Laws of the Company or otherwise) of the amounts
      otherwise indemnifiable under this Agreement.

     

    13. Indemnification
      Procedures.

     

    (a) Promptly
      after Indemnitee receives notice of the commencement of, or the threat of
      commencement of, any action, suit, proceeding or other matter that may be
      subject to indemnification or advancement of Expenses covered hereunder,
      Indemnitee shall notify the Company in writing of that commencement or threat.
      However, the omission or delay in notifying the Company will not relieve the
      Company from any liability that it may have to Indemnitee.

     

    
      
        
        

      

      
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    (b) The
      Company shall give prompt notice of the commencement of that action, suit, or
      proceeding to the insurers on the D&O Insurance, if any, in accordance with
      the procedures set forth in the respective policies in favor of Indemnitee.
      Without limiting any of the Company’s indemnification obligations hereunder or
      its obligations under clause (d) below, the Company shall thereafter take all
      reasonably necessary or desirable action to cause those insurers to pay, on
      behalf of Indemnitee, all amounts that are payable under such policies as a
      result of that action, suit, or proceeding in accordance with the terms of
      those
      policies.

     

    (c) All
      notices, requests, demands and other communications hereunder shall be in
      writing and shall be deemed to have been duly given (i) if delivered by hand
      to
      the party to whom said notice or other communication is directed and that party
      provides a receipt of delivery, at the time of delivery, (ii) if mailed by
      certified mail (return receipt requested) with postage prepaid, on the third
      business day after the date on which it is so mailed, in the case of the
      Company, to the Company’s principal business address, and in the case of the
      Indemnitee, to the Indemnitee’s last known business or residence address, or to
      such other address as may have been furnished by like notice to Indemnitee
      by
      the Company or to the Company by Indemnitee, as the case may be or (iii) if
      communicated via electronic mail, to the electronic email address of the
      Company's general counsel (or chief financial officer if the Company has no
      general counsel) and, in the case of Indemnitee, to the email address provided
      by Indemnitee to the Company for business communications.

     

    (d) If
      Indemnitee requires the Company to defend him, or if Indemnitee proceeds under
      the D&O Insurance but determines that those insurers are unable or unwilling
      to adequately defend, contest, and protect Indemnitee against any action, suit,
      or proceeding, the Company shall promptly undertake to defend that action,
      suit,
      or proceeding, at the Company’s sole cost and expense, using counsel of
      Indemnitee’s choice. If appropriate, the Company shall have the right to
      participate in the defense of the action.

     

    14. Certain
      Definitions.

     

    (a) A
      “Change
      in Control”“means
      a
      change in control of the Company of a nature that would be required to be
      reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in
      response to any similar item or any similar schedule or form) promulgated under
      the Securities Exchange Act of 1934, as amended (the “Act”), whether or not the
      Company is then subject to such reporting requirement; provided,
      however,
      that,
      without limitation, such a Change in Control shall be deemed to have occurred
      if
      (i) any “person” or “group” (as such terms are used in Sections 13(d) and
      14(d) of the Act) not presently in possession of such beneficial ownership
      is or
      becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act),
      directly or indirectly, of securities of the Company representing [twenty (20%)]
      or more of the combined voting power of the Company’s then outstanding
      securities without the prior approval of at least two-thirds of the members
      of
      the Board in office immediately prior to such person attaining such percentage
      interest; (ii) the Company is a party to a merger, consolidation, sale of
      assets or other reorganization, or a proxy contest, as a consequence of which
      members of the Board in office immediately prior to such transaction or event
      constitute less than a majority of the Board thereafter; or (iii) during
      any period of two (2) consecutive years, individuals who at the beginning of
      such period constituted the Board (including for this purpose any new director
      whose election or nomination for election by the Company’s stockholders was
      approved by a vote of at least two-thirds of the directors then still in office
      who were directors at the beginning of such period) cease for any reason to
      constitute at least a majority of the Board.

     

    
      
        
        

      

      
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    (b) “Claim”
      means
      any
      threatened, pending or completed action, suit, proceeding, arbitration or other
      alternate dispute resolution mechanism, or any inquiry, hearing or
      investigation, whether conducted by the Company, any governmental agency or
      any
      other party.

     

    (c) “Expenses”
      means
      attorneys’ fees and all other costs, travel expenses, fees and expenses of
      experts, transcript costs, filing fees, witness fees and expenses, telephone
      charges, postage, delivery service fees, expenses and obligations of any nature
      whatsoever paid or incurred in connection with investigating, prosecuting,
      defending, being a witness in, or participating in (including on appeal), or
      preparing to prosecute or defend, be a witness in or participate in any
      Claim.

     

    (d) “Indemnifiable
      Event”
      means
      any event or occurrence related to the fact that Indemnitee is, was or has
      agreed to become a director, or is or was an officer, employee, agent or
      fiduciary of the Company, any of its wholly-owned subsidiaries, or any other
      domestic or foreign corporation, partnership, joint venture, limited liability
      corporation, employee benefit plan, trust or other enterprise that Indemnitee
      is
      or was serving or agreed to serve at the request of the Company, or related
      to
      anything done or not done by Indemnitee in any of those capacities.

     

    (e) “Independent
      Legal Counsel”
      means an
      attorney, selected by Indemnitee and approved by the Company (which approval
      shall not be unreasonably withheld), who has not otherwise performed services
      for the Company or Indemnitee within the last five years (other than in
      connection with seeking indemnification under this Agreement). Independent
      Legal
      Counsel shall not be any person who, under the applicable standards of
      professional conduct then prevailing, would have a conflict of interest in
      representing either the Company or Indemnitee in an action to determine
      Indemnitee’s rights under this Agreement, nor shall Independent Legal Counsel be
      any person who has been sanctioned or censored for ethical violations of
      applicable standards of professional conduct.

     

    (f) “Potential
      Change in Control”
      shall be
      deemed to have occurred if the Board adopts a resolution to the effect that,
      for
      purposes of this Agreement, a Potential Change in Control has
      occurred.

     

    (g) “Voting
      Securities”
      means
      any securities of the Company that vote generally in the election of
      directors.

     

    15. Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of and be enforceable
      by the parties and their respective successors and assigns (including any direct
      or indirect successor by purchase, merger, consolidation, or otherwise to all
      or
      substantially all of the business and/or assets of the Company), spouses, heirs,
      and personal and legal representatives. The Company shall require and cause
      any
      successor (whether direct or indirect by purchase, merger, consolidation or
      otherwise) to all, substantially all, or a substantial part, of the business
      and/or assets of the Company, by written agreement in form and substance
      satisfactory to Indemnitee, expressly to assume and agree to perform this
      Agreement in the same manner and to the same extent that the Company would
      be
      required to perform if no succession had taken place. This Agreement shall
      continue in effect regardless of whether Indemnitee continues to serve as a
      director of the Company.

     

    
      
        
        

      

      
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    16. Contribution.
      To
      the
      fullest extent permissible under applicable law, if the indemnification provided
      for in this Agreement is unavailable to Indemnitee for any reason whatsoever,
      the Company, 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 and/or for 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 Claim in order to reflect (i) the relative benefits received by the
      Company and Indemnitee as a result of the event(s) and/or transaction(s) giving
      cause to such Claim; and/or (ii) the relative fault of the Company (and its
      directors, officers, employees and agents) and Indemnitee in connection with
      such event(s) and/or transaction(s).

     

    17. Severability.
      The
      provisions of this Agreement shall be severable. If any of the provisions of
      this Agreement (including any provision within a single section, paragraph
      or
      sentence) are held by a court of competent jurisdiction to be invalid, void,
      or
      otherwise unenforceable, the remaining provisions shall remain enforceable
      to
      the fullest extent permitted by law. Furthermore, to the fullest extent
      possible, the provisions of this Agreement (including, without limitation,
      each
      portion of this Agreement containing any provision held to be invalid, void,
      or
      otherwise unenforceable, that is not itself invalid, void, or unenforceable)
      shall be construed so as to give effect to the intent manifested by the
      provision held invalid, illegal, or unenforceable.

     

    18. Governing
      Law.
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of Nevada applicable to contracts made and to be performed
      in
      such state without giving effect to the principles of conflicts of laws. The
      Company and the Indemnitee each hereby irrevocably consent to the jurisdiction
      of the courts of the State of Nevada for all purposes in connection with any
      action or proceeding which arises out of or relates to this
      Agreement.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

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

    


    
      	
              INDEMNITEE:

            
	 	 
	
              /s/
                Richard P. Graff

            
	
              Richard
                P. Graff

            
	 	 
	
              CONCENTRIC
                ENERGY CORP.

            
	 
	
              By:

            	
              /s/
                Rockell N. Hankin

            
	 	
              Rockell
                N. Hankin

              Chairman
                of the Board

            


    

     

    SIGNATURE
      PAGE TO INDEMNIFICATION AGREEMENT