Exhibit 10.12
INDEMNIFICATION AGREEMENT
INDEMNIFICATION AGREEMENT, dated as of the date set forth on the signature page
hereto, by and between Cyber Supply Inc., a Nevada corporation (the "Company"),
and the director and/or officer whose name appears on the signature page of this
Agreement ("Indemnitee").
RECITALS
A.
HIGHLY COMPETENT PERSONS ARE BECOMING MORE RELUCTANT TO SERVE
AS DIRECTORS OR OFFICERS OR IN OTHER CAPACITIES UNLESS THEY ARE PROVIDED WITH
REASONABLE PROTECTION THROUGH INSURANCE OR INDEMNIFICATION AGAINST RISKS OF
CLAIMS AND ACTIONS AGAINST THEM ARISING OUT OF THEIR SERVICE TO AND ACTIVITIES
ON BEHALF OF THE CORPORATIONS.
B.
THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD" OR THE
"BOARD OF DIRECTORS") HAS DETERMINED THAT THE COMPANY SHOULD ACT TO ASSURE ITS
DIRECTORS AND OFFICERS THAT THERE WILL BE INCREASED CERTAINTY OF SUCH PROTECTION
IN THE FUTURE.
C.
IT IS REASONABLE, PRUDENT AND NECESSARY FOR THE COMPANY TO
CONTRACTUALLY OBLIGATE ITSELF TO INDEMNIFY SUCH PERSONS TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW AND BY THE COMPANY'S CERTIFICATE OF INCORPORATION
AND BY-LAWS (AS EITHER ARE AMENDED FROM TIME TO TIME, COLLECTIVELY, "CHARTER
DOCUMENTS") SO THAT THEY WILL SERVE OR CONTINUE TO SERVE THE COMPANY FREE FROM
UNDUE CONCERN THAT THEY WILL NOT BE SO INDEMNIFIED.
D.
INDEMNITEE IS WILLING TO SERVE, TO CONTINUE TO SERVE AND TO
TAKE ON ADDITIONAL SERVICE FOR OR ON BEHALF OF THE COMPANY ON THE CONDITION THAT
INDEMNITEE BE SO INDEMNIFIED.
AGREEMENT
In consideration of the premises and the covenants contained herein, the Company
and Indemnitee do hereby covenant and agree as follows:
1.
DEFINITIONS.
FOR PURPOSES OF THIS AGREEMENT:
(A)
"AFFILIATE" SHALL MEAN ANY CORPORATION, LIMITED LIABILITY
COMPANY, PARTNERSHIP, JOINT VENTURE, TRUST OR OTHER ENTITY OR ENTERPRISE,
WHETHER OR NOT FOR PROFIT, THAT IS DIRECTLY OR INDIRECTLY CONTROLLED BY THE
COMPANY. FOR PURPOSES OF THIS DEFINITION, "CONTROL" MEANS THE POSSESSION,
DIRECTLY OR INDIRECTLY, OF THE POWER TO DIRECT OR CAUSE THE DIRECTION OF THE
MANAGEMENT OR POLICIES OF AN ENTITY OR ENTERPRISE, WHETHER THROUGH THE OWNERSHIP
OF VOTING SECURITIES, THROUGH OTHER VOTING RIGHTS, BY CONTRACT OR OTHERWISE;
PROVIDED
THAT
DIRECT OR INDIRECT BENEFICIAL OWNERSHIP OF CAPITAL STOCK OR
OTHER INTERESTS IN AN ENTITY OR ENTERPRISE ENTITLING THE HOLDER TO CAST FIFTY
PERCENT (50%) OR MORE OF THE TOTAL NUMBER OF VOTES GENERALLY ENTITLED TO BE CAST
IN THE ELECTION OF DIRECTORS (OR PERSONS PERFORMING COMPARABLE FUNCTIONS) OF
SUCH ENTITY OR ENTERPRISE SHALL BE DEEMED TO CONSTITUTE CONTROL FOR PURPOSES OF
THIS DEFINITION.
(B)
"CHANGE IN CONTROL" SHALL MEAN THE OCCURRENCE OF ANY OF THE
FOLLOWING EVENTS:
Indemnification Agreement
(I)
ANY "PERSON," AS SUCH TERM IS USED IN SECTIONS 13(D) AND 14(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (THE "EXCHANGE ACT") (OTHER THAN THE
COMPANY, ANY TRUSTEE OR OTHER FIDUCIARY HOLDING SECURITIES UNDER AN EMPLOYEE
BENEFIT PLAN OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, OR ANY ENTITY
OWNED, DIRECTLY OR INDIRECTLY, BY THE STOCKHOLDERS OF THE COMPANY IN
SUBSTANTIALLY THE SAME PROPORTIONS AS THEIR OWNERSHIP OF STOCK OF THE COMPANY),
IS OR