EXHIBIT 10.39
INDEMNIFICATION
AGREEMENT
AGREEMENT dated as of February 9, 2007, between
NEW BRUNSWICK SCIENTIFIC CO., INC., a New Jersey corporation (the
"Corporation") and William Murphy (the "Director").
WHEREAS, the Director is a member of the board
of directors of the Corporation; and
WHEREAS, proceedings based upon the Director's
performance of his duties may be brought from time to time against
or involving him; and
WHEREAS, the Corporation recognizes that the
threat of such proceedings might inhibit the Director in his
performance of his duties and/or cause the Director to cease
serving as a director of the Corporation; and
WHEREAS, to reduce any such inhibition, the
Corporation wishes to indemnify the Director against liabilities he
may incur as a result of certain proceedings, as well as expenses
he may incur in his defense in
such proceedings; and
WHEREAS, in certain proceedings involving claims
relating to the Employee Retirement Income Security Act of 1974, as
amended, Federal law may apply to limit the permissible scope of
indemnification; and
NOW, THEREFORE, the parties hereto, for valuable
consideration, incident to the Director's service to, and to induce
the continued service of the Director to the Corporation, agree as
follows:
ARTICLE I
DEFINITIONS
1.1 Proceeding . "Proceeding" shall mean any pending,
threatened or completed civil, criminal, administrative or
arbitrative action, suit or proceeding, any appeal from any such
action, suit or proceeding, and any inquiry or investigation which
could lead to any such action, suit or proceeding.
1.2 Expenses . "Expenses" shall mean reasonable costs,
disbursements and counsel fees.
1.3 Liabilities . "Liabilities" shall mean amounts paid or
incurred in satisfaction or settlements, judgments, fines and
penalties.
1.4 Derivative Suit . "Derivative Suit" shall mean a Proceeding
against the Director brought by or in the right of the Corporation,
which involves the Director by reason of his being or having been a
director, officer or agent of the Corporation or a subsidiary
thereof.
1.5 Breach Of The Director's Duty of
Loyalty . "Breach Of The
Director's Duty Of Loyalty" shall mean an act or omission which
that person knows or believes to be contrary to the best interests
of the Corporation or its Shareholders in connection with a matter
in which he has a material conflict of interest.
1.6 ERISA Suit . "ERISA Suit" shall mean a proceeding against
the Director brought by or on behalf of a participant(s) or
beneficiary of any employee welfare or pension benefit plan by
reason of his being or having been a Trustee or fiduciary of such
plan, or by reason of his actions with respect to the plan which he
has taken in his capacity as a Director.
ARTICLE II
INDEMNIFICATION
2.1 Personal Liability . T
