INDEMNIFICATION AGREEMENT

Exhibit 10.14

INDEMNIFICATION AGREEMENT

THIS AGREEMENT is made and entered into effective as of the __ ^th day of              , 200_ by and between MOLINA HEALTHCARE, INC., a Delaware corporation (the "Corporation"), and              , a director of the Corporation (the "Indemnitee").

RECITALS:

WHEREAS, Section 145 ("Section 145") of the Delaware General Corporation Law ("DGCL") empowers the Corporation to indemnify its directors, officers, employees and agents if certain enumerated conditions are met;

WHEREAS, the Corporation’s Certificate of Incorporation ("Certificate of Incorporation") and Bylaws ("Bylaws") require the Corporation to indemnify its directors and officers to the fullest extent permitted by the DGCL;

WHEREAS, Section 145, the Certificate of Incorporation and the Bylaws each permit contracts between the Corporation and its directors, officers, employees and other agents with respect to indemnification of such persons;

WHEREAS, the Board of Directors has determined that contractual indemnification, as set forth herein, is reasonable and prudent and promotes the best interests of the Corporation and its stockholders; and

WHEREAS, to induce Indemnitee to serve or continue to serve as an officer and/or director of the Corporation, the Corporation has agreed to enter into this Agreement with Indemnitee.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties incorporate the above recitals in their agreement and further agree as follows:

For purposes of this Agreement, the following definitions shall apply:

(a) The term "Action, Suit or Proceeding" shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, mediation, arbitration and appeal of, and the giving of

testimony in, as a party, witness or otherwise, any actual, threatened, potential, pending or completed action, suit or proceeding, of any kind or description, whether civil, criminal, legislative, regulatory, administrative or investigative, in any locale, whether in this country or otherwise, including any claim or defense therein, and any other matter or thing relating thereto, or potentially relating thereto, including investigation, discovery and other proceedings of any kind or description undertaken before or after the commencement of any such Action, Suit or Proceeding.

(b) The term "Affiliate" shall be broadly construed to mean any natural or other person that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the person specified.

(c) The term "Corporation" shall include Molina Healthcare, Inc., a Delaware corporation ("Molina Delaware") and, without limitation, and in addition to Molina Delaware, any constituent corporation (including any constituent of a constituent) absorbed by Molina Delaware in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise, shall stand in the same position under the provisions of this Agreement with respect to Molina Delaware as he or she would have stood with respect to such constituent corporation if its separate existence had continued.

(d) The term "Expenses" shall be broadly construed and shall include, without limitation, all direct and indirect costs of any type or nature whatsoever, actually and reasonably incurred by Indemnitee in connection with any Action, Suit or Proceeding including without limitation fees and costs of any type or nature incurred by Indemnitee in connection with (i) the investigation, defense or appeal of any Action, Suit or Proceeding; (ii) the assertion in any Action, Suit or Proceeding of claims, affirmative defenses, counter-claims, cross-claims and third-party claims; and (iii) the filing of an Action, Suit or Proceeding seeking to establish or enforce Indemnitee’s right to indemnification under this Agreement or otherwise. Without limiting the generality of the foregoing, the term "Expenses" shall include counsel fees and disbursements and costs routinely charged by

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counsel; the fees and costs of consulting and testifying expert witnesses; the cost of purchasing appeal bonds; all other like or unlike out-of-pocket costs reasonably incurred in connection with any such Action, Suit or Proceeding; and reasonable compensation for time spent by Indemnitee for which Indemnitee is not otherwise compensated by the Corporation or any third-party, provided that the rate of compensation and estimated time involved is approved by the Board, which approval shall not be unreasonably withheld.

(e) The term "Independent Legal Counsel" shall mean and refer to a law firm selected as follows: If Indemnitee and the Corporation are unable to agree in writing on the selection of the Independent Legal Counsel, such counsel shall be selected by lot from among the ten (10) law firms which, according to publicly available sources, have the most lawyers practicing in offices located in Los Angeles County, California and in New York County, New York (excluding firms that, in any of their offices, have acted as counsel for the Corporation, or Indemnitee or any other party to the Action, Suit or Proceeding or any Affiliate of any such person). The Corporation shall contact such counsel in order of their selection by lot, requesting each such firm to accept engagement to make the determination required hereunder until one of such firms accepts such engagement. The fees and costs of Independent Legal Counsel shall be paid by the Corporation.

(f) The term "Judgments, Fines and Amounts Paid in Settlement" shall be broadly construed and shall include, without limitation, all direct and indirect payments of any type or nature whatsoever in any Action, Suit or Proceeding, whether based on Indemnitee’s affirmative acts or omissions to act, and shall include, without limitation, all penalties and amounts required to be forfeited or reimbursed to the Corporation as well as any penalties or excise taxes assessed on a person with respect to an employee benefit plan.

(g) The term "other Enterprises" shall include, without limitation, employee benefit plans.

(h) The term "serving at the request of the Corporation" shall be broadly construed to include, without limitation, any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves the rendering of services by, such director, officer, employee, or agent with respect to another Enterprise, including, without limitation, employee benefit plans.

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(a) To the fullest extent not prohibited by Delaware law, the Corporation shall indemnify and hold harmless the Indemnitee who was or is a witness or party, or is threatened to be made a witness or party, to any threatened, pending or completed Action, Suit or Proceeding (other than an action by or in the right of the Corporation) by reason of the fact that the Indemnitee is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other Enterprise, against Expenses and against Judgments, Fines and Amounts Paid in Settlement actually and reasonably incurred by the Indemnitee in connection with such Action, Suit or Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any Action, Suit or Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(b) To the fullest extent not prohibited by Delaware law, the Corporation shall indemnify and hold harmless the Indemnitee who was or is a witness or party or is threatened to be made a witness or a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other Enterprise against Expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense or settlement of such action or suit if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or, at Indemnitee’s option, the court in which such action or suit was

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brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such Expenses which the Court of Chancery or, at Indemnitee’s option, such other court shall deem proper.

(a) To the extent that Indemnitee has been successful on the merits or otherwise in defense of any Action, Suit or Proceeding referred to in subsections (a) and (b) of Section 2 hereof, or in defense of any claim, issue or matter therein, such person (a "Successful Indemnitee") shall be indemnified against Expenses actually and reasonably incurred by such person in connection therewith.

(b) Without limiting the generality of sub-part (a) of this Section 3, for the purposes of this Agreement, Indemnitee shall be deemed to have been a Successful Indemnitee if any Action, Suit or Proceeding, or any claim, issue or matter therein, is disposed of, on the merits or otherwise (including a disposition without prejudice), in a manner whereby Indemnitee avoids or escapes from an adverse judgment or other detriment, for whatever reason, including without limitation, any such disposition in which no Amounts Paid in Settlement were paid by Indemnitee even if Amounts Paid in Settlement are or were paid by others to induce a third-party to dismiss Indemnitee from any Action, Suit or Proceeding.

(a) Within three (3) days after actual receipt of process in an Action, Suit or Proceeding hereunder, Indemnitee shall give written notice thereof to the Corporation (the "Section 4(a) Notice"); provided, however, Indemnitee’s failure to timely submit a Section 4(a) Notice, or to request indemnification with respect to any Action, Suit or Proceeding, shall not relieve the Corporation of any liability it may have to Indemnitee except if and to the extent the Corporation establishes by clear and convincing evidence that it suffered actual prejudice in the defense of any such Action, Suit or Proceeding by reason thereof.

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(b) After receipt of a Section 4(a) Notice, the Corporation, at its election, may assume the defense of the Action, Suit or Proceeding with counsel reasonably acceptable to Indemnitee by delivering written notice to Indemnitee of its election to do so (the "Assumption Notice"); provided, however, the Assumption Notice, if sent, (i) shall set forth with reasonable particularity the prior relationship, if any, between such counsel and the Corporation and its Affiliates, and (ii) shall be delivered to Indemnitee within a reasonable time before the expiration of the time period allotted by law to Indemnitee to move, answer or otherwise plead in response to the process identified in the Section 4(a) Notice.

(c) If Indemnitee accepts and approves counsel identified in the Assumption Notice, the Corporation shall not be liable to Indemnitee under this Agreement for fees or expenses of counsel subsequently incurred by Indemnitee in regard to the Action, Suit or Proceeding.

(d) Anything herein or elsewhere to the contrary notwithstanding,

(i) Indemnitee shall have the right to employ counsel of its choice in any such Action, Suit or Proceeding at Indemnitee’s sole cost and expense;

(ii) Indemnitee shall have the right to employ counsel of its choice and control the defense of an Action, Suit or Proceeding if: (a) Indemnitee is authorized in writing by the Corporation to do so, or (b) either Indemnitee or counsel selected by the Corporation shall reasonably conclude that there is or may be a material conflict of interest or position on any significant issue in the Action, Suit or Proceeding, or (c) the Corporation does not employ counsel for Indemnitee in such Action, Suit or Proceeding, or (d) the Action, Suit or Proceeding is brought by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other Enterprise;

(iii) without limiting Indemnitee’s rights under sub-part (ii) above, if counsel identified by the Corporation in the Assumption Notice or otherwise selected by the Corporation, after being accepted and approved by Indemnitee, subsequently, at any time and for any reason, is no longer acceptable to Indemnitee, Indemnitee shall be entitled to replace such counsel and to select

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counsel of its choice ("Substitute Counsel"); provided, however, (1) the added Expense, if any, attributable to Indemnitee’s engagement of Substitute Counsel ("Added Expense") shall not be presumed to have been reasonable pursuant to Section 6(c) and (h) hereof, and (2) Indemnitee has the continuing right to replace Substitute Counsel but the Added Expense of doing so shall be borne by Indemnitee.

(a) Expenses incurred by or on behalf of Indemnitee in investigating, defending or settling a threatened or pending Action, Suit or Proceeding shall be advanced by the Corporation within twenty (20) days after receipt by the Corporation of (i) a statement or statements in writing from Indemnitee requesting such advance (the "Section 5(a) Request"), and (ii) a written undertaking by or on behalf of Indemnitee to repay such advance if and to the extent it ultimately shall be determined hereunder that Indemnitee is not entitled to be indemnified by the Corporation. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment and such advances shall be unsecured and interest-free. Subject to sub-part (b) of this Section 5, the Section 5(a) Request shall state with reasonable particularity the nature of the Expenses to be advanced by the Corporation and shall be accompanied by reasonable supporting documentation.

(b) Any dispute of any kind or description as to advancement of Expenses hereunder, including without limitation disputes as to the reasonableness of the Expense item, or the adequacy of Indemnitee’s description of the Expense(s) covered by the Section 5(a) Request, or the adequacy of the documentation provided by Indemnitee in support of the