exv10w14



 




Exhibit 10.14


INDEMNIFICATION AGREEMENT




          Indemnification Agreement, dated as of ___, 2007, between Superior
Offshore International, Inc., a Delaware corporation (“the Company”), and
                                        (the “Indemnitee”).




          WHEREAS, the Company wishes to attract as its directors and officers the most capable persons
available and to induce such persons to continue to serve the Company;




          WHEREAS, the Indemnitee has been requested by the Company to, and in reliance on this
Agreement is willing to, act as a director and/or officer of the Company;




          WHEREAS, the parties desire that the Company provide indemnification (including advancement of
expenses) to Indemnitee against any and all liabilities asserted against Indemnitee to the fullest
extent permitted by the Delaware General Corporation Law and any other law (including statutory law
and law established by judicial decision) of the State of Delaware (collectively, “Law”), as the
Law presently exists and may be expanded from time to time;




          NOW, THEREFORE, the parties hereto agree as follows:




          1. Indemnity.





      (a) The Company shall indemnify the Indemnitee when the Indemnitee was or is a party or
is threatened to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Company), by reason of the fact that the Indemnitee is or was a
director, officer, employee or agent of the Company, or is or was serving at the request of
the Company as a director, manager, officer, employee or agent of another corporation,
partnership, limited liability company, joint venture, trust or other enterprise, against
expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the Indemnitee in connection with such action, suit or
proceeding (including punitive and similar damages, to the extent permitted by Law) if the
Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in
or not opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that the Indemnitee’s conduct was
unlawful.




      (b) The Company shall indemnify the Indemnitee when the Indemnitee was or is a party or
is threatened to be made a party to any threatened, pending or completed action or suit by
or in the right of the Company to procure a judgment in its favor by reason of the fact that
the Indemnitee is or was a director, officer, employee or agent of the Company, or is or was
serving at the request of the Company as a director, manager, officer, employee or agent of
another corporation, partnership, limited liability company, joint venture, trust or other
enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by
Indemnitee in connection with the defense or settlement of



 









 






such action or suit if the Indemnitee acted in good faith and in a manner that the
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company,
except that no indemnification pursuant to this Section 1(b) shall be made in respect of any
claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to
the Company unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, the Indemnitee
is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.




      (c) For purposes of this Agreement, the term “Company” includes any constituent
corporation (including any constituent of a constituent) absorbed by the Company in a
consolidation or merger; the term “other enterprise” includes any corporation, partnership,
joint venture, trust or employee benefit plan; service “at the request of the Company”
includes service as a director, manager, officer, employee or agent of the Company which
imposes duties on, or involves services by, such director, officer, manager, employee or
agent with respect to an employee benefit plan, its participants or beneficiaries; and
action by a person with respect to an employee benefit plan which such person reasonably
believes to be in the interest of the participants and beneficiaries of such plan shall be
deemed to be action not opposed to the best interests of the Company.



          2. Period of Indemnity. The indemnification and expense reimbursement obligations of
the Company contained herein shall continue for so long as the Indemnitee may be or become subject
to any threatened or filed action, suit or proceeding covered by such obligations.




          3. Notification. Promptly after receipt by the Indemnitee of notice of the
commencement of any action, suit or proceeding, the Indemnitee shall, if a claim in respect thereof
is to be made against the Company under this Agreement, notify the Company of the commencement
thereof, but failure to do so will not relieve the Company from any obligation hereunder.




          4. Defense of Claim. Subject to the provisions of subparagraph (b) below and the
consent of the Company (which consent shall not be unreasonably withheld), the Indemnitee shall be
entitled to select the Indemnitee’s own counsel in any threatened or filed action, suit or
proceeding. If there is more than one defendant in a particular action, suit or proceeding and the
Company assumes control of the defense thereof pursuant to this Section 4, the Indemnitee agrees to
cooperate with the Company in the selection of primary defense counsel. With respect to any
action, suit or proceeding:





      (a) The Company shall be entitled to participate therein at its own expense.




      (b) To the extent that it may wish, jointly with any other indemnifying party, the
Company shall be entitled to assume the defense thereof, with counsel reasonably
satisfactory to the Indemnitee. The Indemnitee shall have the right, but not the



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obligation, to employ its own counsel in such action, suit or proceeding at the expense
of the Company.




      (c) The Company shall not be liable to indemnify the Indemnitee under this Agreement
for any amounts paid in settlement of any action, suit or proceeding effected without the
Company’s written consent (which consent shall not be unreasonably withheld). The Company
shall not settle any action, suit or proceeding in any manner that would impose any expense,
penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither
the Company nor the Indemnitee may unreasonably withhold its consent to any proposed
settlement.



          5. Advancement and Repayment of Expenses. Expenses, including attorneys’ fees,
incurred by the Indemnitee in connection with any action, suit or proceeding and in respect of
which a claim is made against the Company under this Agreement shall be paid by the Company (to the
extent not paid by another indemnifying party) as they are incurred by the Indemnitee and in any
event in advance of the final disposition of such action, suit or proceeding, within 14 days after
the receipt by the Company from the Indemnitee of a Statement of Undertaking in substantially the
form set forth in Exhibit A, in which the Indemnitee (1) states that the Indemnitee has
reasonably incurred actual expenses in defending a civil, criminal, administrative, or
investigative action, suit or proceeding and (2) undertakes to repay such amount if it shall
ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company.




          6. Enforcement. If a claim under this Agreement is not paid in full by the Company,
subject to the provisions of this Agreement, the Indemnitee may bring suit against the Company to
recover the unpaid amount of the claim and, if successful in whole or in part, the Indemnitee shall
also be entitled to be reimbursed for all expenses actually and reasonably incurred by the
Indemnitee in connection with the prosecution of such claim.




          7. Nonexclusivity. The indemnification and expense reimbursement rights of the
Indemnitee under this Agreement shall not be deemed exclusive, and the Indemnitee may resort to any
other indemnification and expense reimbursement right available to the Indemnitee under the Amended
and Restated Certificate of Incorporation or By-laws of the Company, any insurance policy,
applicable law or otherwise.




          8. No Duplication of Payments. The Company shall not be liable under this Agreement
to make any payment in connection with any claim made against the Indemnitee to the extent that the
Indemnitee has otherwise actually received payment (under the Amended and Restated Certificate of
Incorporation or By-laws of the Company, any insurance policy or otherwise) of amounts otherwise
indemnifiable hereunder.




          9. Subrogation. In the event of payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (under
any insurance policy or otherwise), who shall execute all papers required and shall do everything
necessary to secure such rights, including the execution of such documents necessary to enable the
Company effectively to bring suit to enforce such rights.




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          10. Severability. If any provision of this Agreement shall be held to be or shall, in
fact, be invalid, inoperative or unenforceable as applied to any particular case or in any
particular jurisdiction, for any reason, such circumstances shall not have the effect of rendering
the provision in question invalid, inoperative or unenforceable in any other distinguishable case
or jurisdiction, or of rendering any other provision or provisions herein contained invalid,
inoperative or unenforceable to any extent whatsoever. The invalidity, inoperability or
unenforceability of any one or more phrases, sentences, clauses or Sections contained in this
Agreement shall not affect any other remaining part of this Agreement.




          11. Governing Law; Binding Effect; Amendment or Termination.





      (a) This Agreement shall be governed by and interpreted in accordance with the laws of
the State of Delaware.




      (b) This Agreement shall be binding upon the Indemnitee and upon the Company and its
successors and assigns, and shall inure to the benefit of the Indemnitee and his heirs,
personal representatives, executors and administrators and to the benefit of the Company and
its successors.




      (c) No amendment, modification, termination or cancellation of this Agreement shall be
effective unless in writing signed by both parties hereto.



          12. Notices. All notices, requests, demands, and other communications hereunder
shall be in writing and shall be deemed to have been duly given if delivered by hand, if delivered
by commercial courier and signed for by or on behalf of the party to whom said notice or other
communication shall have been directed, or if 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 the Indemnitee, to:



	 	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 

	 	 
	Address:
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 







      or to such other address as may be furnished to the Company by the Indemnitee by like
notice; or




      (b) if to the Company, to:


      Superior Offshore International, Inc.

      900 S. College Road, Suite 301

      Lafayette, Louisiana 70503

      Attention: General Counsel




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     with a copy to (which copy shall not constitute notice):



 

     Bracewell & Giuliani LLP

      711 Louisiana Street, Suite 2300

      Houston, Texas 77002-2770

      Attention: William S. Anderson





      or to such other address as may be furnished to the Indemnitee by the Company by like
notice.



[Remainder of this page intentionally left blank]




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



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	SUPERIOR OFFSHORE
INTERNATIONAL, INC.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	   
	 

	 	Name:	 	 	 	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	   	 	 	 	 
	 

	 	Name:
	 	 	 	 	,	 	 	 	 	 
	 	 	as the Indemnitee	 	 	 	 






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EXHIBIT A




STATEMENT OF UNDERTAKING




	 	 	 	 	 	 	 
	STATE OF

	 	 	 	§
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	§
	 	 
	COUNTY OF

	 	 	 	§
	 	 
	 

	 	 

	 	 	 	 






     I,                                         , being first duly sworn, depose and say as follows:



     1. This Statement of Undertaking is submitted pursuant to the Indemnification Agreement dated
                                        , between Superior Offshore International, Inc., a Delaware corporation
(“Company”), and me.



     2. I am requesting the advancement of certain actual expenses which I have reasonably incurred
in defending a civil, criminal, administrative or investigative action, suit or proceeding by
reason of the fact that I am or was a director, officer, employee or agent of the Company or I am
serving or have served at the request of the Company as a director, manager, officer, employee or
agent of another corporation, partnership, limited liability company, joint venture, trust or other
enterprise.



     3. I hereby undertake to repay this advancement of expenses if it is ultimately determined
that I am not entitled to be indemnified by the Company.



     4. I am requesting the advancement of expenses in connection with the following action, suit
or proceeding:



     I have executed this Statement of Undertaking on                                         .



	 	 	 	 	 	 	 
	 	 	   
	 

	 	Signature	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	   
	 	 	Print Name






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     Subscribed and sworn to before me on                                        .



	 	 	 	 	 	 	 
	 
	 	 	 
	 

	 	Notary Public in and for	 	 	 	 
	 

	 	 said state and county	 	 	 	 
	 

	 	My commission expires:	 	 	 	 
	 

	 	 	 	 	 	 






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