<PAGE>
Exhibit 10.22
VERMONT PURE HOLDINGS, LTD.
CRYSTAL ROCK/VERMONT PURE
1050 BUCKINGHAM STREET
WATERTOWN, CONNECTICUT 06795
November 2, 2005
Name and Title _________________________
Address
_______________________________
Address
_______________________________
Dear _____:
From
time to time we have discussed with the officers and directors
of
Vermont Pure Holdings, Ltd. ("VPUR") the substantial increase in
corporate
litigation, which can subject officers and directors to expensive
litigation
risks and large claims for damages. We have also discussed the
uncertainties
involved in obtaining and maintaining directors' and officers'
liability
insurance on a reasonable basis as well as the potentially limited
scope (and
risk of non-renewal) of such insurance as can be obtained.
You
have informed us that you are concerned about the level of
protection
available to you as an officer or director of VPUR in the present
legal climate,
and we understand that your willingness to serve or to continue to
serve as an
officer or director of VPUR depends upon, among other things,
assurance of
adequate protection on a long-term basis. You have also informed us
that you
know of no pending or threatened claim against you relating to
VPUR.
The
certificate of incorporation of VPUR (the "Charter") provides that
VPUR
will indemnify its corporate officers and directors to the full
extent permitted
by the applicable statute, which is Section 145 of the Delaware
General
Corporation Law. The statute, in turn, authorizes a Delaware
corporation to
provide indemnification against expenses and certain other losses
incurred by a
director or officer in any proceeding in which he or she is
involved as a result
of serving, or having served, as a director, officer, or employee
of VPUR or, at
VPUR's request, as a director, officer or employee of another
corporation or
entity. In addition, VPUR has the power under Delaware law to enter
into
arrangements for indemnification on any terms not prohibited by law
that the
Board of Directors deems to be appropriate.
In
order to attract and retain your services as an officer or director
of
VPUR, VPUR has agreed to indemnify you to the fullest extent of its
authority to
do so, subject to the limitations set forth herein. This letter
agreement
("Agreement") is intended to supplement and confirm the
indemnification
provisions contained in the Charter of VPUR.
VPUR
and you (the "Indemnified Party") by this Agreement agree as
follows:
<PAGE>
Indemnification. VPUR shall indemnify and hold harmless the
Indemnified
Party if the Indemnified Party is or was a party or is threatened
to be made a
party to, or is otherwise involved with, any Proceeding (as such
term is defined
in Section 0):
by reason of the fact that the Indemnified Party is or was a
director, officer, employee or agent of VPUR or any subsidiary of
VPUR,
by reason of any action or inaction on the part of the
Indemnified Party while a director, officer, employee or agent of
VPUR or
any
subsidiary of VPUR,
by reason of the fact that the Indemnified Party is or was
serving at the request of VPUR as a director, officer, employee or
agent of
another corporation, partnership, joint venture, trust or other
enterprise,
or
by reason of the fact that the Indemnified Party is or was
serving at the request of VPUR in any capacity with respect to any
employee
benefit plan,
against expenses (including reasonable attorneys' fees), judgments,
penalties,
fines and amounts paid in settlement (if such settlement is
approved in writing
in advance by VPUR, which approval shall not be unreasonably
withheld or
delayed) actually and reasonably incurred by the Indemnified Party
in connection
with such Proceeding unless VPUR shall establish, in accordance
with the
procedures and standards described in Section 0 and Section 0 of
this Agreement,
that the Indemnified Party was not entitled to indemnification, as
described in
Section 0.
Limitation on Indemnification. Notwithstanding any other provision
of this
Agreement, no indemnification shall be paid under this Agreement
with respect to
claims involving acts or omissions as to which the Indemnified
Party is finally
adjudicated (by court order or judgment from which no right of
appeal exists)
not to have acted in good faith in the reasonable belief that the
Indemnified
Party's action was in the best interests of VPUR or, to the extent
that such
matter relates to service with respect to an employee benefit plan,
in the best
interests of the participants or beneficiaries of such employee
benefit plan;
and no indemnification shall be paid under this Agreement with
respect to any
criminal matter in which the Indemnified Party is finally
adjudicated (by court
order or judgment from which no right of appeal exists) to have had
reasonable
cause to believe that the Indemnified Party's action was
unlawful.
Notice of Resignation; No Employment Agreement. In consideration of
the
protection afforded by this Agreement, the Indemnified Party agrees
not to
resign voluntarily from the position now held by him with VPUR
without first
giving to VPUR not less than three weeks' written notice of his
intention to
resign. Nothing contained in this Agreement is intended to create
or shall
create in the Indemnified Party any right to employment (in the
case of a
director) or continued employment (in the case of an employee).
<PAGE>
Expenses; Indemnification Procedure.
Advancement of Expenses. VPUR shall advance all reasonable
expenses
incurred by the Indemnified Party in connection with the
investigation, defense,
settlement or appeal of any Proceeding (but not amounts actually
paid in
settlement of any such Proceeding, which amounts shall be paid
under Section 0).
The advances to be made hereunder shall be paid by VPUR to the
Indemnified Party
within sixty (60) days following delivery of a written request
therefor by the
Indemnified Party to VPUR.
Failure to Advance Expenses. If the Indemnified Party shall
have
requested an advancement of expenses pursuant to Section 0 and if
such request
shall not have been not paid in full by VPUR within sixty (60) days
after a
written request by the Indemnified Party for payment thereof was
first received
by VPUR, the Indemnified Party may, but need not, at any time
thereafter bring
an action against VPUR to recover the unpaid amount of the claim
for advancement
of expenses and, subject to Section 0 of this Agreement, the
Indemnified Party
shall also be entitled to be reimbursed for the expense (including
reasonable
attorneys' fees) of bringing such action.
Reimbursement to VPUR. The Indemnified Party by this Agreement
undertakes to repay such amounts advanced only if, and to the
extent that, it
shall ultimately be determined that the Indemnified Party is not
entitled to be
indemnified by VPUR as authorized by this Agreement.
Notice; Cooperation by the Indemnified Party. The Indemnified
Party
shall give VPUR prompt notice of the commencement of any
Proceeding, or the
threat thereof against the Indemnified Party, for which
indemnification will or
could be sought under this Agreement. In addition, the Indemnified
Party shall
give VPUR such information and cooperation as it may reasonably
require and as
shall be within the Indemnified Party's power. If for any reason
the Indemnified
Party is not an employee of VPUR at the time of any activities
performed by the
Indemnified Party in connection with the defense of any Proceeding,
VPUR shall
compensate the Indemnified Party on the basis of $350.00 per day
(or portion
thereof) spent by the Indemnified Party on behalf of such
activities at the
request of VPUR, and reimburse the Indemnified Party for all
related and
reasonable out-of-pocket expenses, such compensation and expense
reimbursement
to be advanced in the manner set forth in Section 0.
Procedure for Indemnification.
Any amounts payable by VPUR pursuant to Section 0 shall be paid
no
later than sixty (60) days after the resolution (by judgment,
settlement, dismissal or otherwise) of the claim to which
indemnification
is
sought. If a claim is brought by the Indemnified Party under
this
Agreement, under any statute, or under any provision of VPUR's
Charter or
By-Laws, as amended or restated from time to time, which provision
provides
for
indemnification, and if such claim is not paid in full by VPUR
within
such
time period, the Indemnified Party may, but need not, at any
time
thereafter bring an action against VPUR to recover the unpaid
amount of the
claim and, subject to Section 0 of this Agreement, the Indemnified
Party
shall also be entitled to be reimbursed for the expense
(including
reasonable attorneys' fees) of bringing such action. It shall be a
defense
to
any such action that the Indemnified Party has not met the
standards of
conduct which make it permissible under applicable law for VPUR
to
indemnify the Indemnified Party for the amount claimed. Section 0
shall
apply to any such determination and the
<PAGE>
burden of proving such defense shall be on VPUR. In addition,
the
Indemnified Party shall be entitled to receive interim payments of
expenses
pursuant to Section 0 unless and until such defense shall be
finally
adjudicated by court order or judgment from which no further right
of
appeal exists. VPUR shall not be liable to indemnify the
Indemnified Party
under this Agreement for any amounts paid in settlement of any
action or
claim effected without its written consent, which consent shall not
be
unreasonably withheld or delayed.
It is the parties' intention (which intention reflects
applicable
law)
that if VPUR contests the Indemnified Party's right to
indemnification, the question of the Indemnified Party's right
to
indemnification shall be for the court to decide. The termination
of any
action or proceeding by judgment, order, settlement, conviction, or
upon a
plea
of nolo contendere or its equivalent, shall not create a
presumption
that
the Indemnified Party was not entitled to indemnification under
this
Agreement. In addition, neither the failure of VPUR to have made
a
determination that indemnification of the Indemnified Party is
proper under
the
circumstances, nor any determination by VPUR that the Indemnified
Party
has
not met such applicable standard of conduct, shall create a
presumption
that
the Indemnified Party has or has not met the applicable standard
of
conduct.
Notice to Insurers. If, at the time of the receipt of a notice of a
claim
pursuant to Section 0 of this Agreement, VPUR has in effect any
insurance,
including, without limitation, directors' and officers' liability
insurance,
which may provide for payment of or reimbursement for such claim,
VPUR shall
give prompt notice of the assertion of such claim to each issuer of
such
insurance in accordance with the procedures set forth in the
respective
policies. VPUR shall thereafter (if it is appropriate to do so
pursuant to the
terms of the applicable insurance policy) take all necessary or
desirable action
to cause such insurers to pay, on behalf of the Indemnified Party,
all amounts
payable as a result of such Proceeding in accordance with the terms
of such
policies.
Other Sources of Indemnification. The Indemnified Party shall not
be
required to exercise any rights against any other parties (for
example, under
any insurance policy purchased by VPUR, the Indemnified Party or
any other
person or entity) before the Indemnified Party enforces this
Agreement. However,
to the exte
