Indemnification Agreements

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INDEMNITY AGREEMENT







THIS AGREEMENT is made effective as of ___________, 2007, by and between TESCO CORPORATION, a corporation incorporated under the Alberta Business Corporations Act (the "Indemnitor" ), and _____________, an Officer of the Indemnitor (the "Indemnitee" ).







WHEREAS the Indemnitor wishes to induce the Indemnitee to serve or continue to serve as an Officer of the Indemnitor; and







WHEREAS the Indemnitee is willing, under certain circumstances, to serve as an Officer of the Indemnitor; and







WHEREAS the Indemnitee has indicated that he does not regard the indemnities available under the By-Laws of the Indemnitor as adequate to protect him against the risks associated with his acting as an Officer of the Indemnitor; and







WHEREAS Section 124 of the Alberta Business Corporations Act, under which law the Indemnitor is incorporated (the "Act" ) empowers corporations to indemnify a person serving as an Officer of the Indemnitor;







NOW THEREFORE in consideration of his service as an Officer of the Indemnitor, the Indemnitor hereby agrees to indemnify the Indemnitee as follows:







Indemnity



To the full extent permitted by law, the Indemnitor shall indemnify the Indemnitee, his heirs and his legal representatives from and against any Expenses (as hereinafter defined) reasonably incurred by the Indemnitee or which the Indemnitee becomes legally obligated to pay in connection with any Proceeding (hereinafter defined) by reason of the fact that Indemnitee is or was an Officer of the Indemnitor; by reason of any actual or alleged error or misstatement or misleading statement made or suffered by Indemnitee; or by reason of any action taken by him or of any inaction on his part while acting as such Officer; provided that in each such case:



the Indemnitee acted honestly and in good faith with a view to the best interests of the Indemnitor; and



in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnitee had reasonable grounds to believe that his conduct was lawful.



In the event that the approval of a court is required to affect any indemnification granted hereunder, the Indemnitor agrees to use its best efforts to obtain the court's approval to such indemnification provided that the conditions in paragraph 1(a)(i) and (ii) hereof are met. Notwithstanding the foregoing, the Indemnitee may apply to the court for an order approving any indemnity by the Indemnitor of the Indemnitee pursuant to this Agreement.



The Indemnitor further agrees that:



it will maintain a comprehensive policy of insurance with respect to liability relating to its directors and officers and that the Indemnitor will use its reasonable best efforts to include the Indemnitee as an insured under such policy to the maximum extent reasonably possible;



it will indemnify the Indemnitee promptly for any Expenses that the Indemnitee incurs pursuant to paragraph 1(a) hereof, notwithstanding that any such Expenses are or may be covered by any contract of insurance under which the Indemnitor or the Indemnitee is insured; and



it will fully indemnify the Indemnitee for any Expenses that the Indemnitee incurs pursuant to paragraph 1(a) hereof, notwithstanding any deductible amounts or policy limits contained in any contract of insurance under which the Indemnitor or the Indemnitee is insured.



Proceeding Defined



As used in this Agreement, the term "Proceeding" shall include, without limitation,



any threatened, pending or completed claim; and



any civil, criminal or administrative action, suit or proceeding;



in any case to which the Indemnitee may be or may have been involved, as a party or otherwise (including any actions, proceedings, investigations, inquiries or hearings in which the Indemnitee is compelled by authorities or requested by the Indemnitor to participate, whether or not charges have been laid against the Indemnitee or the Indemnitor).



Expenses Defined



As used in this Agreement, the term "Expenses" shall include, without limitation, costs, charges, expenses, including all legal fees as between a solicitor and his client and other professional fees and out-of-pocket expenses for attending discoveries, trials, hearings and meetings to prepare for Proceedings; and including any amounts paid to settle a Proceeding or satisfy a judgment or any fines or penalties levied, any costs, charges and expenses of establishing a right to indemnification hereunder and any income taxes incurred by the Indemnitee as a result of receiving indemnity payments hereunder.



Enforcement



If a claim or request under this Agreement is not paid by the Indemnitor, or on its behalf, within thirty days after a written claim or request has been received by the Indemnitor, the Indemnitee may at any time thereafter bring suit against the Indemnitor to recover the unpaid amount of the claim or request and if successful in whole or in part, the Indemnitee shall also be entitled to be paid the Expenses of prosecuting such suit. The Indemnitor shall have the right to recoup from the Indemnitee the amount of any item or items of Expenses paid by the Indemnitor pursuant to this Agreement, to the extent such Expenses are not reasonable in nature or amounts; provided, however, that the Indemnitor shall have the burden of proving such Expenses to be unreasonable. The burden of proving that the Indemnitee is not entitled to indemnification for any other reason shall be upon the Indemnitor.



Subrogation



In the event of payment under this Agreement, the Indemnitor shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Indemnitor effectively to bring suit to enforce such rights.



Exclusions



The Indemnitor shall not be liable under this Agreement to pay any Expenses in connection with any claim made against the Indemnitee:



to the extent that payment is actually made to the Indemnitee under a valid, enforceable and collectible insurance policy;



to the extent that the Indemnitee is indemnified and actually paid otherwise than pursuant to this Agreement;



in connection with a judicial action by or in the right of the Indemnitor, in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable for willful neglect or willful misconduct in the performance of his duty to the Indemnitor, unless and only to the extent that any court in which such action 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 as such court shall deem proper;



it is proved by final judgment in a court of law or other adjudication to have been based upon or attributable to the Indemnitee in fact having gained any personal profit or advantage to which he was not legally entitled;



for a disgorgement of profits made from the purchase and sale by the Indemnitee of securities;



brought about or contributed to by the dishonesty of the Indemnitee seeking p...

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