**Exhibit 10.8****INDEMNIFICATION AGREEMENT**     This Indemnification Agreement (“Agreement”) is made as of                                                              (the“Effective Date”) by and between The Houston Exploration Company, a Delaware corporation(the “Company”), and                                                              (“Indemnitee”).RECITALS     WHEREAS, highly competent persons have become more reluctant to serve publicly-heldcorporations as directors and officers unless they are provided with adequate protection throughinsurance and/or indemnification against the risks of claims being asserted against them arisingout of their service to and activities on behalf of such corporations; and     WHEREAS, uncertainties relating to indemnification have increased the difficulty of attractingand retaining such persons; and     WHEREAS, the Board of Directors of the Company (the “Board”) has determined that theincreased difficulty in attracting and retaining such persons is detrimental to the best interestsof the Company’s stockholders and that the Company should act to assure such persons that therewill be increased certainty of such protection in the future; and     WHEREAS, the Board has determined that, in order to help attract and retain qualifiedindividuals as directors and officers, the best interests of the Company and its stockholders willbe served by attempting to maintain, on an ongoing basis, at the Company’s sole expense, insuranceto protect persons serving the Company and its subsidiaries as directors and officers in othercapacities from certain liabilities. Although the furnishing of such insurance has been acustomary and widespread practice among United States-based corporations and other businessenterprises for many years, the Company believes that, given current market conditions and trends,such insurance may be available to it in the future only at higher premiums and with moreexclusions. At the same time, directors, officers, and other persons in service to corporations orbusiness enterprises are being increasingly subjected to expensive and time-consuming litigation;and     WHEREAS, the Board has determined that, in order to help attract and retain qualifiedindividuals as directors and in other capacities, the best interests of the Company and itsstockholders will be served by assuring such individuals that the Company will indemnify them tothe maximum extent permitted by law; and     WHEREAS, the Amended and Restated Certificate of Incorporation (the “Certificate ofIncorporation”) and the By-Laws (the “By-Laws”) of the Company require indemnificationof the officers and directors of the Company, and Indemnitee may also be entitled toindemnification pursuant to the Delaware General Corporation Law (“DGCL”); and     WHEREAS, the Certificate of Incorporation, the By-Laws and the DGCL expressly provide that theindemnification provisions set forth therein are not exclusive, and thereby contemplate thatcontracts may be entered into between the Company and members of the Board,
 

 
officers and other persons with respect to indemnification and the advancement of defensecosts; and     WHEREAS, it therefore is reasonable, prudent and necessary for the Company contractually toobligate itself to indemnify, and to advance defense costs on behalf of, such persons to thefullest extent permitted by applicable law so that they will serve or continue to serve the Companyfree from undue concern that they will not be so indemnified; and     WHEREAS, this Agreement is a supplement to and in furtherance of the Certificate ofIncorporation, By-Laws and any resolutions adopted pursuant thereto, and shall not be deemed asubstitute therefor, nor shall it be deemed to diminish or abrogate any rights of Indemniteethereunder; and     WHEREAS, the Board recognizes that the Indemnitee does not regard the protection availableunder the Company’s Certificate of Incorporation, the By-Laws and insurance program as adequate inthe present circumstances, and may not be willing to serve or continue to serve as a directorand/or in such other capacity as the Company may request without adequate protection, and theCompany desires Indemnitee to serve in such capacity; and     WHEREAS, Indemnitee is willing to serve, and continue to serve, and take on additional serviceas a member of the Board on the condition that he or she be indemnified as provided for herein.     NOW, THEREFORE, in consideration of the premises and the covenants contained herein, theCompany and Indemnitee do hereby covenant and agree as follows:     1. Services to the Company. Indemnitee will serve or continue to serve, at the willof the Company, as an officer, director or key employee of the Company for so long as Indemnitee isduly elected or appointed or until Indemnitee tenders his or her resignation.     2. Definitions. As used in this Agreement:          (a) “Change of Control” means:               (i) the acquisition after the Effective Date, by any individual, entity or group (within themeaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”) of beneficialownership of 20% or more of either (i) the then outstanding shares of common stock of the Company(the “Outstanding Common Stock”) or (ii) the combined voting power of the then outstandingvoting securities of the Company entitled to vote generally in the election of directors (the“Outstanding Voting Securities”), provided that for purposes of this subsection (i), thefollowing acquisitions shall not constitute a Change of Control: (A) any acquisition directly fromthe Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan(or related trust) sponsored or maintained by the Company or any corporation controlled by theCompany, or (D) any acquisition by any corporation pursuant to a transaction which complies withclauses (A), (B) and (C) of subsection (iii) hereof; or               (ii) individuals, who, as of the Effective Date, constitute the Board (the “IncumbentBoard”) cease for any reason to constitute at least a majority of the Board provided
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that any individual becoming a director subsequent to the Effective Date whose election, ornomination for election by the Company’s stockholders, was approved by a vote of at least amajority of the directors then comprising the Incumbent Board shall be considered as though suchindividual was a member of the Incumbent Board, but excluding, for this purpose, any suchindividual whose initial assumption of office occurs as a result of an actual or threatenedelection contest with respect to the election or removal of directors or other actual or threatenedsolicitation of proxies or consents by or on behalf of a Person other than the Board; or               (iii) consummation after the Effective Date, of a reorganization, merger or consolidation orsale or other disposition of all or substantially all of the assets of the Company (a“Corporate Transaction”) unless, in each case, following such Corporate Transaction, (A)(1) all or substantially all of the persons who were the beneficial owners of the OutstandingCommon Stock immediately prior to such Corporate Transaction beneficially own, directly orindirectly, more than 60% of the then outstanding shares of common stock of the corporationresulting from such Corporate Transaction, and (2) all or substantially all of the persons who werethe beneficial owners of the Outstanding Voting Securities immediately prior to such CorporateTransaction beneficially own directly or indirectly, more than 60% of the combined voting power ofthe then outstanding voting securities entitled to vote generally in the election of directors ofthe corporation resulting from such Corporate Transaction (including, without limitation, acorporation which as a result of such transaction owns the Company or all or substantially all ofthe Company’s assets either directly or through one or more subsidiaries) in substantially the sameproportions as their ownership of the Outstanding Common Stock and the Outstanding VotingSecurities immediately prior to such Corporate Transaction, as the case may be, (B) no Person(excluding (1) any corporation resulting from such Corporate Transaction or any employee benefitplan (or related trust) of the Company or such corporation resulting from such CorporateTransaction and (2) any Person approved by the Incumbent Board) beneficially owns, directly orindirectly, 20% or more of the then outstanding shares of common stock of the corporation resultingfrom such Corporate Transaction or the combined voting power of the then outstanding votingsecurities of such corporation except to the extent that such ownership existed prior to suchCorporate Transaction and (C) at least a majority of the members of the board of directors of thecorporation resulting from such Corporate Transaction were members of the Incumbent Board at thetime of the execution of the initial agreement or of the action of the Board providing for suchCorporate Transaction.          (b) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.          (c) “Corporate Status” shall describe the status of a person who is or was a director,officer, trustee, partner, member, fiduciary, employee or agent of the Company or of any otherEnterprise (as defined below), which such person is or was serving at the request of the Company.          (d) “Disinterested Director” shall mean a director of the Company who is not and wasnot a party to the Proceeding (as defined below) in respect of which indemnification is sought byIndemnitee.
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          (e) “Enterprise” shall mean any corporation, limited liability company, partnership,joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or wasserving at the request of the Company as a director, officer, trustee, partner, member, fiduciary,employee or agent.          (f) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs,transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing andbinding costs, telephone charges, postage, delivery service fees, and all other disbursements orexpenses of the types and amounts customarily incurred in connection with prosecuting, defending,preparing to prosecute or defend, investigating, being or preparing to be a witness in, orotherwise participating in, a Proceeding (as defined below). Expenses also shall include costsincurred in connection with any appeal resulting from any Proceeding (as defined below), including,without limitation, the premium, security for, and other costs relating to any bond, supersedeasbond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid insettlement by Indemnitee or the amount of judgments or fines against Indemnitee.          (g) References to “fines” shall include any excise tax assessed on a person withrespect to any employee benefit plan pursuant to applicable law.          (h) References to “serving at the request of the Company” shall include any serviceprovided at the request of the Company as a director, officer, trustee, partner, member, fiduciary,employee or agent of the Company which imposes duties on, or involves services by, such director,officer, trustee, partner, member, fiduciary, employee or agent with respect to an employee benefitplan, its participants or beneficiaries.          (i) Any action taken or omitted to be taken by a person for a purpose which he or shereasonably believed to be in the interests of the participants and beneficiaries of an employeebenefit plan shall be deemed to have been taken in “good faith” and for a purpose which is“not opposed to the best interests of the Company”, as such terms are referred to in thisAgreement and used in the DGCL.          (j) The term “Proceeding” shall include any threatened, pending or completed action,suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrativehearing or any other actual, threatened or completed proceeding, whether brought in the right ofthe Company or otherwise and whether of a civil, criminal, administrative or investigative nature,including any related appeal, in which Indemnitee was, is or will be involved as a party or witnessor otherwise by reason of the fact that Indemnitee is or was a director, officer, trustee, partner,member, fiduciary, employee or agent of the Company, by reason of any action taken or not taken byhim or her while acting as director, officer, trustee, partner, member, fiduciary, employee oragent of the Company, or by reason of the fact that he or she is or was serving at the request ofthe Company as a director, officer, trustee, partner, member, fiduciary, employee or agent of anyother Enterprise, in each case whether or not serving in such capacity at the time any liability orexpense is incurred for which indemnification, reimbursement, or advancement of expenses can beprovided under this Agreement.
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          (k) “Independent Counsel” means a law firm, or a member of a law firm, that isexperienced in matters of corporation law and neither presently is, nor in the past five (5) yearshas been, retained to represent: (i) the Company or Indemnitee in any matter material to eithersuch party (other than with respect to matters concerning the Indemnitee under this Agreement, orother indemnitees under similar indemnification agreements), or (ii) any other party to theProceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing,the term “Independent Counsel” shall not include any person who, under the applicablestandards of professional conduct then prevailing, would have a conflict of interest inrepresenting either the Company or Indemnitee in an action to determine Indemnitee’s rights underthis Agreement.     3. Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee inaccordance with the provisions of this Section 3 if Indemnitee is made, or is threatened to bemade, a party to or a participant in (as a witness or otherwise) any Proceeding, other than aProceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to thisSection 3, Indemnitee shall be indemnified against all judgments, fines, penalties, amounts paid insettlement (if such settlement is approved in writing in advance by the Company, which approvalshall not be unreasonably withheld) (including, without limitation, all interest, assessments andother charges paid or payable in connection with or in respect of any of the foregoing)(collectively, “Losses”) and Expenses actually and reasonably incurred by Indemnitee or on his orher behalf in connection with such Proceeding or any action, discovery event, claim, issue ormatter therein or related thereto, if Indemnitee acted in good faith, for a purpose which he or shereasonably believed to be in or not opposed to the best interests of the Company and, in the caseof a criminal Proceeding, in addition, had no reasonable cause to believe that his or her conductwas unlawful.     4. Indemnity in Proceedings by or in the Right of the Company. The Company shallindemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is made, oris threatened to be made, a party to or a participant in (as a witness or otherwise) any Proceedingby or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4,Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or heror on his or her behalf in connection with the defense or settlement of such Proceeding or anyaction, discovery event, claim, issue or matter therein or related thereto, if Indemnitee acted ingood faith, for a purpose which he or she reasonably believed to be in or not opposed to the bestinterests of the Company. No indemnification, however, shall be made under this Section 4 inrespect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liableto the Company, unless and only to the extent that the court in which the Proceeding was broughtor, if no Proceeding was brought in a court, any court of competent jurisdiction, determines uponapplication that, in view of all the circumstances of the case, Indemnitee fairly and reasonably isentitled to indemnification for such portion of the Expenses as the court deems proper.     5. Indemnification for Expenses Where Indemnitee is Wholly or Partly Successful.Notwithstanding and in addition to any other provisions of this Agreement, to the extent thatIndemnitee is a party to a Proceeding and is successful, on the merits or otherwise, in the defenseof any claim, issue or matter therein, the Company shall indemnify Indemnitee against all Expensesactually and reasonably incurred by him or her or on his or her behalf in connection with suchsuccessful defense. For the avoidance of doubt, if Indemnitee is not wholly successful
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in such Proceeding but is successful, on the merits or otherwise, as to one or more but lessthan all claims, issues or matters in such Proceeding, the Company shall indemnify Indemniteeagainst all Expenses actually and reasonably incurred by him or her or on his or her behalf inconnection with each successfully resolved claim, issue or matter. For purposes of this Section 5and, without limitation, the termination of any claim, issue or matter in such a Proceeding bywithdrawal or dismissal, with or without prejudice, shall be deemed to be a successful result as tosuch claim, issue or matter.     6. Indemnification for Expenses of a Witness. Notwithstanding and in addition to anyother provision of this Agreement, to the extent that Indemnitee is, by reason of his or herCorporate Status, a witness in or otherwise incurs Expenses in connection with any Proceeding towhich Indemnitee is not a party, he or she shall be indemnified against all Expenses actually andreasonably incurred by him or her or on his or her behalf in connection therewith.     7. Additional Indemnification.           (a) Notwithstanding any limitation in Sections 3, 4, or 5 hereof or in Section 145 of theDGCL, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemniteeis made, or is threatened to be made, a party to any Proceeding (including a Proceeding by or inthe right of the Company to procure a judgment in its favor) against all Losses and Expensesactually and reasonably incurred by Indemnitee in connection with the Proceeding. Noindemnification shall be made under this Section 7(a) on account of Indemnitee’s conduct whichconstitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is anact or omission not in good faith or which involves intentional misconduct or a knowing violationof the law.          (b) For purposes of Sections 7(a), the meaning of the phrase “to the fullest extentpermitted by law” shall include, but not be limited to:               (i) to the fullest extent authorized or permitted by the then-applicable provisions of theDGCL that authorize or contemplate indemnification by agreement, or the corresponding provision ofany amendment to or replacement of the DGCL, and               (ii) to the fullest extent authorized or permitted by any amendments to or replacements of theDGCL adopted after the date of this Agreement that increase the extent to which a corporation mayindemnify its officers and directors.          (c) Indemnitee shall be entitled to the prompt payment of all Expenses reasonably incurred inenforcing successfully (fully or partially) this Agreement.     8. Exclusions. Notwithstanding any provision in this Agreement, the Company shall notbe obligated under this Agreement to make any indemnity in connection with any claim made againstIndemnitee:          (a) for which payment actually has been received by or on behalf of Indemnitee under anyinsurance policy or other indemnity provision, except with respect to any excess beyond the amountactually received under such insurance policy or other indemnity provision; or
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          (b) for an accounting of profits made from the purchase and sale (or sale and purchase) byIndemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act, asamended, or similar provisions of state blue sky law, state statutory law or common law; or          (c) prior to a Change of Control, in connection with any Proceeding (or any part of anyProceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding)initiated by Indemnitee against the Company (other than any Proceeding referred to in Sections13(d) or (e) below or any other Proceeding commenced to recover any Expenses referred to in Section7(c) above) or its directors, officers, employees or other indemnitees, unless (i) the Boardauthorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) theCompany provides the indemnification, in its sole discretion, pursuant to the powers vested in theCompany under applicable law; or          (d) if the funds at issue were paid pursuant to a settlement approved by a court andindemnification would be inconsistent with any condition with respect to indemnification expresslyimposed by the court in approving the settlement.     9. Advancesof Expenses; Defense of Claim (a) Notwithstanding any provision of thisAgreement to the contrary, the Indemnitee shall be entitled to advances of Expenses incurred by himor her or on his or her behalf in connection with a Proceeding that Indemnitee claims is covered bySections 3 and 4 hereof, prior to a final determination of eligibility for indemnification andprior to the final disposition of the Proceeding, upon the execution and delivery to the Company ofan undertaking by or on behalf of the Indemnitee providing that the Indemnitee will repay suchadvances to the extent that it ultimately is determined that Indemnitee is not entitled to beindemnified by the Company. This Section 9(a) shall not apply to any claim made by Indemnitee forwhich indemnity is excluded pursuant to Section 8.          (b) The Company shall advance pursuant to Section 9(a) the Expenses incurred by Indemnitee inconnection with any Proceeding within thirty (30) days after the receipt by the Company of awritten statement or statements requesting such advances from time to time, whether prior to orafter final disposition of any Proceeding. Advances shall be unsecured and interest free.Advances shall be made without regard to Indemnitee’s ability to repay such advances. Advancesshall include any and all reasonable Expenses incurred pursuing an action to enforce such right toreceive advances.          (c) The Company will be entitled to participate in the Proceeding at its own expense.          (d) The Company shall not settle any action, claim or Proceeding (in whole or in part) whichwould impose any Expense, judgment, fine, penalty or limitation on the Indemnitee without theIndemnitee’s prior written consent, which consent shall not be unreasonably withheld.     10. Procedurefor Notification and Application for Indemnification (a) Within sixty(60) days after the actual receipt by Indemnitee of notice that he or she is a party to or isrequested to be a participant in (as a witness or otherwise) any Proceeding, Indemnitee shallsubmit to the
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Company a written notice identifying the Proceeding. The failure by the Indemniteeto notify the Company within such 60-day period will not relieve the Company from any liabilitywhich it may have to Indemnitee (i) otherwise than under this Agreement, and (ii) under thisAgreement, provided that if the Company can establish that such failure to notify the Company in atimely manner resulted in actual prejudice to the Company, then the Company will be relieved fromliability only to the extent of such actual prejudice.          (b) Indemnitee shall at the time of giving such notice pursuant to Section 10(a) or thereafterdeliver to the Company a written application for indemnification. Such application may bedelivered at such time as Indemnitee deems appropriate in his or her sole discretion. Followingdelivery of such a written application for indemnification by Indemnitee, the Indemnitee’sentitlement to indemnification shall be determined promptly according to Section 11(a) of thisAgreement and the outcome of such determination shall be reported to Indemnitee in writing withinforty-five (45) days of the submission of such application.     11. Procedure Upon Application for Indemnification.          (a) Upon written application by Indemnitee for indemnification pursuant to Section 10(b) orwritten statement by Indemnitee for advances of Expenses pursuant to Section 9(b), a determinationwith respect to Indemnitee’s entitlement thereto pursuant to the mandatory terms of this Agreement,pursuant to statute, or pursuant to other sources of right to indemnity, and pursuant to Section 12of this Agreement shall be made in the specific case: (i) by a majority vote of the DisinterestedDirectors, whether or not such directors otherwise would constitute a quorum of the Board; (ii) bya committee of Disinterested Directors designated by a majority vote of such directors, whether ornot such directors would otherwise constitute a quorum of the Board, (iii) if there are noDisinterested Directors or if so requested by (x) the Indemnitee in his or her sole discretion or(y) the Disinterested Directors, by Independent Counsel in a written opinion to the Board, a copyof which shall be delivered to Indemnitee or (iv) by the stockholders of the Company. Indemniteeshall reasonably cooperate with the person, persons or entity making the determination with respectto Indemnitee’s entitlement to indemnification, including providing to such person, persons orentity upon reasonable advance request any documentation or information which is not privileged orotherwise protected from disclosure and which is reasonably available to Indemnitee and reasonablynecessary to such determination. Any costs or expenses (including attorneys’ fees anddisbursements) incurred by Indemnitee in so cooperating with the person, persons or entity makingsuch determination shall be borne by the Company (irrespective of the determination as toIndemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to holdIndemnitee harmless from any such costs and expenses.          (b) If it is determined that Indemnitee is entitled to indemnification requested by theIndemnitee in a written application submitted to the Company pursuant to Section 10(b), payment toIndemnitee shall be made within ten (10) days after such determination. Alladvances of Expenses requested in a written statement by Indemnitee pursuant to Section 9(b)prior to a final determination of eligibility for indemnification shall be paid in accordance withSection 9.
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          (c) In the event the determination of entitlement to indemnification is to be made byIndependent Counsel pursuant to Section 11(a) hereof, the Independent Counsel shall be selected asprovided in this Section 11(c). If a Change of Control shall not have occurred, the IndependentCounsel shall be selected by the Board, and the Company shall give written notice to Indemniteeadvising him or her of the identity of the Independent Counsel so selected. If a Change of Controlshall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemniteeshall request that such selection be made by the Board, in which event the preceding sentence shallapply), and Indemnitee shall give written notice to the Company advising it of the identity of theIndependent Counsel so selected. In either event, Indemnitee or the Company, as the case may be,may, within ten (10) days after such written notice of selection shall have been received, deliverto the Company or to Indemnitee, as the case may be, a written objection to such selection;provided, however, that such objection may be asserted only on the ground that the IndependentCounsel so selected does not meet the requirements of “Independent Counsel” as defined inSection 2 of this Agreement, and the objection shall set forth with particularity the factual basisof such assertion. Absent a proper and timely objection, the person so selected shall act asIndependent Counsel. If a written objection is made and substantiated, the Independent Counsel soselected may not serve as Independent Counsel unless and until such objection is withdrawn or acourt of competent jurisdiction has determined that such objection is without merit.          (d) If, within twenty (20) days after submission by Indemnitee of a written request forindemnification pursuant to Section 9(b) or 10(b) hereof, no Independent Counsel shall have beenselected and not objected to, either the Company or Indemnitee may petition a court of competentjurisdiction for resolution of any objection which shall have been made by the Company orIndemnitee to the other’s selection of Independent Counsel and/or for the appointment asIndependent Counsel of a person selected by the Court or by such other person as the Court shalldesignate, and the person with respect to whom all objections are so resolved or the person soappointed shall act as Independent Counsel under Section 11(a) hereof.          (e) The Company agrees to pay the reasonable fees and expenses of the Independent Counsel andto fully indemnify such Independent Counsel against any and all Expenses, claims, liabilities anddamages arising out of or relating to this Agreement or its engagement pursuant hereto.          (f) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section13(a) of this Agreement, any Independent Counsel shall be discharged and relieved of any furtherresponsibility in such capacity (subject to the applicable standards of professional conduct thenprevailing).          12. Presumptions and Effect of Certain Proceedings.      (a) Presumption in Favor of Indemnitee. In making a determination with respect toentitlement to indemnification hereunder, the person or persons or entity making suchdetermination shall presume that Indemnitee is entitled to indemnification under thisAgreement if Indemnitee has submitted an application for indemnification in accordance with Section10(a) of this Agreement, and the Company shall have the burden of proof to overcome thatpresumption.
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          (b) No Presumption Against Indemnitee. Neither the failure of the Company (includingby its directors or Independent Counsel) to have made a determination prior to the commencement ofany action pursuant to this Agreement nor an actual determination by the Company (including by itsdirectors or Independent Counsel) that Indemnitee has not met the applicable standard of conductfor indemnification shall be a defense to the action or create a presumption that Indemnitee hasnot met the applicable standard of conduct.          (c) Sixty Day Period for Determination. If the person, persons or entity empowered orselected under Section 11 of this Agreement to determine whether Indemnitee is entitled toindemnification shall not have made a determination within sixty (60) days after receipt by theCompany of an application therefor, a determination of entitlement to indemnification shall bedeemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) amisstatement by Indemnitee of a material fact, or an omission of a material fact necessary to makeIndemnitee’s statement not materially misleading, in connection with the application forindemnification, or (ii) a prohibition of such indemnification under applicable law; provided,however, that such 60-day period may be extended for a reasonable time, not to exceed an additionalthirty (30) days, if the person, persons or entity making the determination with respect toentitlement to indemnification in good faith requires such additional time for the obtaining orevaluating of documentation and/or information relating thereto.          (d) No Presumption from Termination of a Proceeding. The termination of anyProceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction,or upon a plea of nolo contendere, or its equivalent, shall not of itself adversely affect theright of Indemnitee to indemnification or create a presumption that Indemnitee did not act in goodfaith and for a purpose which he or she reasonably believed to be in or not opposed to the bestinterests of the Company or, with respect to any criminal Proceeding, that Indemnitee hadreasonable cause to believe that his or her conduct was unlawful.          (e) Reliance as Safe Harbor. For purposes of any determination of good faith,Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action or failure to act isbased on the records or books of account of the Company or any Enterprise other than the Company,including financial statements, or on information supplied to Indemnitee by the officers of theCompany or any Enterprise other than the Company in the course of their duties, or on the advice oflegal counsel for the Company or any Enterprise other than the Company or on information or recordsgiven or reports made to the Company or any Enterprise other than the Company by an independentcertified public accountant or by an appraiser or other expert selected by the Company or anyEnterprise other than the Company, except if the Indemnitee knew or had reason to know that suchrecords or books of account of the Company, information supplied by the officers of the Company,advice of legal counsel or information or records given or reports made by an independent certifiedpublic accountant or by an appraiser or other expert were materially false or inaccurate. Theprovisions of this Section 12(e) shall not be deemed tobe exclusive or to limit in any way the other circumstances in which the Indemnitee may bedeemed or found to have met any applicable standard of conduct.          (f) Actions of Others. The knowledge and/or actions, or failure to act, of any otherdirector, officer, trustee, partner, member, fiduciary, employee or agent of the Company or
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anyEnterprise other than the Company shall not be imputed to Indemnitee for purposes of determiningthe right to indemnification under this Agreement.     13. Remedies of Indemnitee.           (a) Adjudication/Arbitration. In the event that (i) a determination is made pursuantto Section 11 of this Agreement that Indemnitee is not entitled to indemnification under thisAgreement, (ii) advancement of Expenses is not timely made pursuant to Section 9 of this Agreement,(iii) subject to Section 12(c), no determination of entitlement to indemnification shall have beenmade pursuant to Section 11(a) of this Agreement within 60 days after receipt by the Company of theapplication for indemnification, or (iv) payment of indemnification is not made pursuant toSections 3, 4, 5, 6, 7 and 11(b) of this Agreement within ten (10) days after a determination hasbeen made that Indemnitee is entitled to indemnification, or after receipt by the Company of awritten request for any additional monies owed with respect to a Proceeding as to which it alreadyhas been determined that Indemnitee is entitled to indemnification, Indemnitee shall be entitled toan adjudication by a court of his or her entitlement to such indemnification or advancement ofExpenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to beconducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the AmericanArbitration Association. The Company shall not oppose Indemnitee’s right to seek any suchadjudication or award in arbitration.          (b) Indemnitee Not Prejudiced by Prior Adverse Determination. In the event that adetermination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee isnot entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to thisSection 13 shall be conducted in all respects as a de novo trial, or arbitration, on the merits,and Indemnitee shall not be prejudiced by reason of the prior adverse determination. In anyjudicial proceeding or arbitration commenced pursuant to this Section 13, the Company shall havethe burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, asthe case may be.          (c) Company Bound by Prior Determination. If a determination shall have been madepursuant to Section 11(a) of this Agreement that Indemnitee is entitled to indemnification, theCompany shall be bound by such determination in any judicial proceeding or arbitration commencedpursuant to this Section 13, absent (i) a misstatement by Indemnitee of a material fact, or anomission of a material fact necessary to make Indemnitee’s statement not materially misleading, inconnection with the application for indemnification, or (ii) a prohibition of such indemnificationunder applicable law.          (d) Expenses. In the event that Indemnitee, pursuant to this Section 13, seeks ajudicial adjudication of or an award in arbitration to enforce his or her rights under, or torecover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from theCompany, and shall be indemnified by the Company against, any and all Expenses actually andreasonably incurred by him or her in such judicial adjudication or arbitration if it shall bedetermined in such judicial adjudication or arbitration that Indemnitee is entitled to receive allor part of the indemnification or advancement of Expenses sought which the Company had disputedprior to the commencement of the judicial proceeding or arbitration.
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          (e) Advances of Expenses. If requested by Indemnitee, the Company shall (within ten(10) days after receipt by the Company of a written request therefore) advance to Indemnitee theExpenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitrationbrought by Indemnitee for indemnification or advance of Expenses from the Company under thisAgreement or under any directors’ and officers’ liability insurance policies maintained by theCompany, if the Indemnitee has submitted an undertaking to repay such Expenses if Indemniteeultimately is determined to not be entitled to such indemnification, advancement of Expenses orinsurance recovery, as the case may be. The Indemnitee’s financial ability to repay any suchadvances shall not be a basis for the Company to decline to make such advances.          (f) Precluded Assertions by the Company. The Company shall be precluded fromasserting in any judicial proceeding or arbitration commenced pursuant to this Section 13 that theprocedures and presumptions of this Agreement are not valid, binding and enforceable and shallstipulate in any such court or before any such arbitrator that the Company is bound by all theprovisions of this Agreement.     14. Non-exclusivity; Survival of Rights; Insurance; Subrogation.           (a) Rights of Indemnitee Not Exclusive. The rights of indemnification and to receiveadvancement of Expenses as provided by this Agreement shall not be deemed exclusive of any otherrights to which Indemnitee may at any time be entitled under applicable law, the Certificate ofIncorporation, the By Laws, any agreement, vote of stockholders or a resolution of directors, orotherwise. No right or remedy herein conferred by this Agreement is intended to be exclusive ofany other right or remedy, and every other right and remedy shall be cumulative and in addition toevery other right and remedy given hereunder or now or hereafter existing at law or in equity orotherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall notprevent the concurrent or subsequent assertion or employment of any other right or remedy.          (b) Survival of Rights. No amendment, alteration or repeal of this Agreement or ofany provision hereof shall limit or restrict any right of Indemnitee under this Agreement inrespect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior tosuch amendment, alteration or repeal.          (c) Change of Law. To the extent that a change in Delaware law, whether by statute orjudicial decision, permits greater indemnification or advancement of Expenses than would beafforded currently under the Certificate of Incorporation, the By-Laws and this Agreement, it isthe intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefitsso afforded by such change.          (d) Insurance. To the extent that the Company maintains an insurance policy orpolicies providing liability insurance for directors, officers, trustees, partners, members,fiduciaries, employees, or agents of the Company or of any other Enterprise which such personserves at the request of the Company, Indemnitee shall be covered by such policy or policies inaccordance with its or their terms to the maximum extent of the coverage available for any suchdirector, trustee, partner, member, fiduciary, officer, employee or agent under such policy or
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policies. If, at the time the Company receives notice from any source of a Proceeding as to whichIndemnitee is a party or a participant (as a witness or otherwise) the Company has director andofficer liability insurance in effect that covers Indemnitee, the Company shall give prompt noticeof such Proceeding to the insurers in accordance with the procedures set forth in the respectivepolicies. The Company shall thereafter take all necessary or desirable action to cause suchinsurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding inaccordance with the terms of such policies.(e) Subrogation. In the event of any payment under this Agreement, the Company shallbe subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, whoshall execute all papers required and take all action necessary to secure such rights, includingexecution of such documents as are necessary to enable the Company to bring suit to enforce suchrights.(f) Other Payments. The Company shall not be liable under this Agreement to make anypayment of amounts otherwise indemnifiable (or for which advancement is provided hereunder) if andto the extent that Indemnitee has otherwise actually received such payment under any insurancepolicy, contract, agreement or otherwise.(g) Other Indemnification. The Company’s obligation to indemnify or advance Expenseshereunder to Indemnitee who is or was serving at the request of the Company as a director, officer,trustee, partner, member, fiduciary, employee or agent of any other Enterprise shall be reduced byany amount Indemnitee has actually received as indemnification or advancement of expenses from suchEnterprise.     15. Duration of Agreement. This Agreement shall continue until and terminate upon thelater of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as any ofthe following: a director, officer, agent or employee of the Company or as a director, officer,trustee, partner, member, fiduciary, employee or agent of any other corporation, partnership, jointventure, trust, employee benefit plan or other Enterprise which Indemnitee served at the request ofthe Company; or (b) one (1) year after the final termination of any Proceeding (including after theexpiration of any rights of appeal) then pending in respect of which Indemnitee is granted rightsof indemnification or advancement of Expenses hereunder and of any proceeding commenced byIndemnitee pursuant to Section 13 of this Agreement (including any rights of appeal of anyProceeding commenced pursuant to Section 13). This Agreement shall be binding upon the Company andits successors and assigns and shall inure to the benefit of Indemnitee and his or her heirs,executors and administrators.     16. Severability. If any provision or provisions of this Agreement shall be held tobe invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality andenforceability of the remaining provisions of this Agreement (including, without limitation, eachportion of any Section of this Agreement containing any such provision held to be invalid,illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in anyway be affected or impaired thereby and shall remain enforceable to the fullest extent permitted bylaw; (b) such provision or provisions shall be deemed reformed to the extent necessary to conformto applicable law and to give the maximum effect to the intent of the parties hereto; and (c) tothe fullest extent possible, the provisions of this Agreement (including, without limitation, each
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portion of any Section of this Agreement containing any such provision held to be invalid, illegalor unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as togive effect to the intent manifested thereby.     17. Enforcement.           (a) The Company expressly confirms and agrees that it has entered into this Agreement andassumed the obligations imposed on it hereby in order to induce Indemnitee to serve, or to continueto serve, as a director, officer, employee and/or agent of the Company, and the Companyacknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as adirector, officer, employee and/or agent of the Company.          (b) This Agreement constitutes the entire agreement between the parties hereto with respect tothe subject matter hereof and supersedes all prior agreements and understandings, oral, written andimplied, between the parties hereto with respect to the subject matter hereof.     18. Modification and Waiver. No supplement, modification or amendment of thisAgreement shall be binding unless executed in writing by each of the parties hereto. No waiver ofany of the provisions of this Agreement shall be deemed or shall constitute a waiver of any otherprovisions of this Agreement nor shall any waiver constitute a continuing waiver.     19. Successors and Binding Agreement.           (a) The Company will require any successor (whether direct or indirect, by purchase, merger,consolidation, reorganization or otherwise) and any acquiror of all or substantially all of thebusiness or assets of the Company, by agreement in form and substance reasonably satisfactory toIndemnitee and/or his or her counsel, expressly to assume and agree to perform this Agreement inthe same manner and to the same extent the Company would be required to perform it if no suchsuccession had taken place.          (b) This Agreement will be binding upon and inure to the benefit of the Company and anysuccessor to the Company, including, without limitation, any person acquiring directly orindirectly all or substantially all of the business or assets of the Company whether by purchase,merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemedthe “Company” for purposes of this Agreement), but will not otherwise be assignable ordelegatable by the Company.          (c) This Agreement will inure to the benefit of and be enforceable by the Indemnitee’spersonal or legal representatives, executors, administrators, successors, heirs, distributees,legatees and other successors.          (d) This Agreement is personal in nature and neither of the parties hereto will, without theconsent of the other, assign or delegate this Agreement or any rights or obligations hereunderexcept as expressly provided in Sections 19(a), (b) and (c). Without limiting the generality oreffect of the foregoing, Indemnitee’s right to receive payments hereunder will not be assignable,whether by pledge, creation of a security interest or otherwise, other than by a transfer by theIndemnitee’s will or by the laws of descent and distribution, and, in the event of
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any attemptedassignment or transfer contrary to this Section 19(d), the Company will have no liability to payany amount so attempted to be assigned or transferred.     20. Notices. All notices, requests, demands and other communications under thisAgreement shall be in writing and shall be deemed to have been duly given if: (i) delivered by handand receipted for by the party to whom said notice or other communication shall have been directed,on the date of such receipt, or (ii) mailed by certified or registered mail with postage prepaid,on the third business day after the date on which it is so mailed:          (a) If to Indemnitee, at the address indicated on the signature page of this Agreement, orsuch other address as Indemnitee subsequently shall provide in writing to the Company.          (b)  If to the Company to:The Houston Exploration Company