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NANES
DELORME PARTNERS I LP
230
Park Avenue, 7th Floor
New
York, New York, 10169
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April
[ ], 2008
[Nominee]
[Address]
Re: VAALCO
Energy, Inc.
Dear
[Nominee]:
Thank you
for agreeing to serve as a nominee for election to the Board of Directors of
VAALCO Energy, Inc. (the “Company”) in connection with the proxy solicitation
that Nanes Delorme Partners I LP (“Nanes Delorme Partners”), and certain of its
affiliates, are considering undertaking to nominate and elect directors at the
Company’s 2008 annual meeting of stockholders, or any other meeting of
stockholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the “Nanes Delorme
Solicitation”). Your outstanding qualifications, we believe, will
prove a valuable asset to the Company and all of its
stockholders. This letter will set forth the terms of our
agreement.
Nanes
Delorme Partners agrees to indemnify and hold you harmless against any and all
claims of any nature, whenever brought, arising from the Nanes Delorme
Solicitation and any related transactions, irrespective of the outcome; provided, however,
that you will not be entitled to indemnification for claims arising from your
gross negligence, willful misconduct, intentional and material violations of
law, criminal actions or material breach of the terms of this agreement; provided further,
that this indemnification agreement and all of Nanes Delorme Partners’
obligations hereunder shall not apply to any of your actions or omissions as a
director of the Company. This indemnification will include any and
all losses, liabilities, damages, demands, claims, suits, actions, judgments, or
causes of action, assessments, costs and expenses, including, without
limitation, interest, penalties, reasonable attorneys’ fees, and any and all
reasonable costs and expenses incurred in investigating, preparing or defending
against any litigation, commenced or threatened, any civil, criminal,
administrative or arbitration action, or any claim whatsoever, and any and all
amounts paid in settlement of any claim or litigation asserted against,
resulting, imposed upon, or incurred or suffered by you, directly or indirectly,
as a result of or arising from the Nanes Delorme Solicitation and any related
transactions (each, a “Loss”).
In the
event of a claim against you pursuant to the prior paragraph or the occurrence
of a Loss, you shall give Nanes Delorme Partners prompt written notice of such
claim or Loss (provided that failure to promptly notify Nanes Delorme Partners
shall not relieve us from any liability which we may have on account of this
Agreement, except to the extent we shall have been materially prejudiced by such
failure). Upon receipt of such written notice, Nanes Delorme Partners
will provide you with counsel to represent you. Such counsel shall be
reasonably acceptable to you. In addition, you will be reimbursed
promptly for all Losses suffered by you and as incurred as provided
herein. Nanes Delorme Partners may not enter into any settlement of
loss or claim without your consent unless such settlement includes a release of
you from any and all liability in respect of such claim.
You
hereby agree to keep confidential and not disclose to any party, without the
consent of Nanes Delorme Partners, any confidential, proprietary or non-public
information (collectively, “Information”) of Nanes Delorme Partners or its
affiliates, which you have heretofore obtained or may obtain in connection with
your service as a nominee hereunder. Notwithstanding the foregoing,
Information shall not include any information that is publicly disclosed by
Nanes Delorme Partners or its affiliates or any information that you can
demonstrate is now, or hereafter becomes, through no act or failure to act on
your part, otherwise generally known to the public.
Notwithstanding
the foregoing, if you are required by applicable law, rule, regulation or legal
process to disclose any Information you may do so provided that you first
promptly notify Nanes Delorme Partners so that Nanes Delorme Partners or any
member thereof may seek a protective order or other appropriate remedy or, in
Nanes Delorme Partners’ sole discretion, waive compliance with the terms of this
Agreement. In the event that no such protective order or other remedy
is obtained or Nanes Delorme Partners does not waive compliance with the terms
of this Agreement, you may consult with counsel at the cost of Nanes Delorme
Partners and you may furnish only that portion of the Information which you are
advised by counsel is legally required to be so disclosed and you will request
that the party(ies) receiving such Information maintain it as
confidential.
All
Information, all copies thereof, and any studies, notes, records, analysis,
compilations or other documents prepared by you containing such Information,
shall be and remain the property of Nanes Delorme Partners and, upon the request
of a representative of Nanes Delorme Partners, all such information shall be
returned or, at Nanes Delorme Partners’ option, destroyed by you, with such
destruction confirmed by you to Nanes Delorme Partners in writing.
This
letter agreement shall be governed by the laws of the State of New York, without
regard to the principles of the conflicts of laws thereof.
* * *
If you
agree to the foregoing terms, please sign below to indicate your
acceptance.
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Very
truly yours,
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NANES
DELORME PARTNERS I LP
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By:
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Nanes
Balkany Partners LLC
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General
Partner
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By:
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Name:
Daryl Nanes
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Title: Managing
Member
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ACCEPTED
AND AGREED:
___________________________
[Nominee]