Exhibit 10.53
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (the “Agreement”) is made as of ,
, by
and between Green Plains Renewable Energy, Inc., an Iowa corporation (the “Company”),
and person whose signature appears at the end of this Agreement (the “Indemnitee”),
an officer and/or director of the Company.
RECITALS
A. The Indemnitee is
currently serving as an officer and/or director of the Company and in such
capacity renders valuable services to the Company.
B. Both the Company and
the Indemnitee recognize the substantial risk of litigation against officers
and directors of corporations, and the Indemnitee has indicated that he or she
does not regard the indemnification available under the Company’s Bylaws as
adequate to protect against legal risks associated with service to the Company
and may be unwilling to continue in office in the absence of greater protection
and indemnification.
C. The Board of Directors
of the Company has determined that it is in the best interests of the Company
and its shareholders to induce the Indemnitee to continue to serve as an
officer and/or director and retain the benefits of his or her experience and
skill by entering into this Agreement to provide protection from potential
liabilities which might arise by reason of the fact that he or she is an
officer and/or director of the Company beyond the protection afforded by Iowa
law and the Company’s Bylaws.
AGREEMENT
In consideration of the continued services of the lndemnitee and as an inducement
to the Indemnitee to continue to serve as an officer and/or director, the
Company and the Indemnitee do hereby agree as follows:
1. DEFINITIONS. As used in this Agreement:
(a) The
term “Company’ shall include Green Plains Renewable Energy, Inc., an Iowa
corporation, and any wholly-owned subsidiary.
(b) The
term “Expenses” includes, without limitation, attorneys’ fees, disbursements
and retainers, accounting and witness fees, travel and deposition costs. any
interest, assessment or other charges, any federal, state, local or foreign
taxes imposed as a result of the actual or deemed receipt of any payments under
this Agreement, any other expense, liability or loss, any amounts paid or to be
paid in settlement by or on behalf of Indemnitee, and any expenses of
establishing a right to indemnification (pursuant to this Agreement or
otherwise), paid or incurred in connection with investigating, defending, being
a witness in, or participating in, or preparing for any of the foregoing in,
any Proceeding relating to an Indemnifiable Event, including reasonable
compensation for time spent by the Indemnitee in connection with the
investigation, defense or appeal of a Proceeding or of an action for
indemnification for which he or she is not otherwise compensated by the Company
or any third party. The lndemnitee shall be deemed to be compensated by the
Company or a third party for time spent in connection with the investigation,
defense or appeal of a Proceeding or an action for Indemnification if, among other
things, he or site is a salaried employee of the Company or such third party
and his or her salary is not reduced in proportion to the time spent in
connection with the Proceeding or action for Indemnification. The term “Expenses” does not include the amount
of judgments, fines, penalties or ERISA excise taxes actually levied against
the Indemnitee.
(c) The
term “lndemnifiable Event” shall include any event or occurrence that takes
place either prior to or after the execution of this Agreement, related to the
service of Indemnitee as an officer and/or director of the Company, or his or
her service at the request of the Company as a director, officer, employee,
trustee, agent, or fiduciary of another foreign or domestic corporation,
partnership, joint venture, employee benefit plan, trust. or other enterprise
or related to anything done or not done by lndemnitee in any such capacity,
whether or not the basis of a Proceeding arising in whole or in part from such
Indemnifiable Event is alleged action in an official capacity as a director,
officer, employee, or agent or in any other capacity while serving as a
director, officer,