Exhibit
10.25
INDEMNIFICATION AGREEMENT
This
Agreement is made as of the 1st day of July, 2008, by and between
Curtiss-Wright Corporation, a Delaware corporation (the
“Corporation”), and ________________
(“Indemnitee”), a director of the
Corporation.
WHEREAS , it is essential that the Corporation to attract
and retain as directors the most capable persons available;
and
WHEREAS , both the Corporation and Indemnitee recognize the
increased risk of litigation being asserted against directors of
companies in today’s environment; and
WHEREAS , the Corporation’s Restated Certificate of
Incorporation (the “Certificate”) provides that the
Corporation will indemnify its directors against such litigation,
subject to certain conditions, and Indemnitee has relied on this
indemnification in deciding to serve as a director of the
Corporation; and
WHEREAS , in recognition of Indemnitee’s need for
reasonable protection against personal liability in order to
provide a continued incentive for Indemnitee’s continued
service to the Corporation in an effective manner, and
Indemnitee’s reliance on the aforesaid provision of the
Certificate, and to provide Indemnitee with express contractual
indemnification (regardless of, among other things, any amendment
to or revocation of such provision or any change in the composition
of the Corporation’s Board of Directors (the
“Board”) or any acquisition or business combination
transaction relating to the Corporation), the Corporation wishes to
provide in this Agreement for the indemnification of and the
advancement of Expenses (as defined in Section 1(c)) to Indemnitee
as set forth in this Agreement.
NOW THEREFORE , the Corporation and Indemnitee do hereby
agree as follows:
1.
AGREEMENT TO SERVE . Indemnitee agrees to serve or continue
to serve as a director of the Corporation for so long as he is duly
elected or appointed or until such time as he tenders his
resignation in writing.
2.
DEFINITIONS . As used in this Agreement:
(a)
The term “Proceeding” shall include any threatened,
pending or completed action, suit or proceeding, whether brought by
or in the right of the Corporation or otherwise and whether of a
civil, criminal, administrative or investigative nature, and any
appeal therefrom.
(b) The term “Corporate Status” shall mean the status
of a person who is or was a director of the Corporation, or is or
was serving, or has agreed to serve, at the request of
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the Corporation, as a director,
officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise.
(c) The term “Expenses” shall include, without
limitation, attorneys’ fees, retainers, court costs,
transcript costs, fees of experts, travel expenses, duplicating
costs, printing and binding costs, telephone charges, postage,
delivery service fees and other disbursements or expenses of the
types customarily incurred in connection with investigations,
judicial or administrative proceedings or appeals, but shall not
include the amount of judgments, fines or penalties against
Indemnitee or amounts paid in settlement in connection with such
matters.
(d)
References to “other enterprise” shall include employee
benefit plans; references to “fines” shall include any
excise tax assessed with respect to any employee benefit plan;
references to “serving at the request of the
Corporation” shall include any service as a director,
officer, employee or agent of the Corporation that imposes duties
on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner
he reasonably believed to be in the interests of the participants
and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner “not opposed to the best interests of
the Corporation” as referred to in this Agreement.
3.
INDEMNIFICATION IN THIRD-PARTY PROCEEDINGS . The Corporation
shall indemnify Indemnitee in accordance with the provisions of the
Paragraph 3 if Indemnitee was or is a party to or threatened to be
made a party to or otherwise involved in any Proceeding (other than
a Proceeding by or in the right of the Corporation to procure a
judgment in its favor) by reason of Indemnitee’s Corporate
Status or by reason of any action alleged to have been taken or
omitted in connection therewith, against all Expenses, judgments,
fines, penalties and amounts paid in settlement actually and
reasonably incurred by Indemnitee or on Indemnitee’s behalf
in connection with such Proceeding, if Indemnitee acted 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 Proceeding, had no reasonable cause to
believe that Indemnitee’s conduct was unlawful. The
termination of any Proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere, or its equivalent,
shall not, of itself, create a presumption that Indemnitee did not
act in good faith and in a manner that Indemnitee reasonably
believed to be in, or not opposed to, the best interests of the
Corporation and, with respect to any criminal Proceeding, had
reasonable cause to believe that Indemnitee’s conduct was
unlawful.
4.
INDEMNIFICATION IN PROCEEDINGS BY OR IN THE RIGHT OF THE
CORPORATION . The Corporation shall indemnify Indemnitee in
accordance with the provisions of this Paragraph 4 if Indemnitee is
a party to or threatened to be made a party to or otherwise
involved in any Proceeding by or in the right of the Corporation to
procure a judgment in its favor by reason of Indemnitee’s
Corporate Status or by reason of any action alleged to have been
taken or omitted in connection therewith, against all Expenses and,
to the extent permitted by law, judgment, fines, penalties and
amounts
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paid in settlement actually and
reasonably incurred by Indemnitee or on Indemnitee’s behalf
in connection with such Proceeding, if Indemnitee acted in good
faith and in a manner which Indemnitee reasonably believed to be
in, or not opposed to, the best interests or the Corporation,
except that no indemnification shall be made under this Paragraph 4
in respect to any claim, issue or matter as to which Indemnitee
shall have been adjudged to be liable to the Corporation, unless
and only to the extent that the Court of Chancery of Delaware shall
determine upon application that, despite the adjudication of such
liability but in view of all the circumstances of the case,
Indemnitee is fairly and reasonably entitled to indemnity for such
Expenses as the Court of Chancery shall deem proper.
5.
EXCEPTIONS TO RIGHT OF INDEMNIFICATION . Notwithstanding
anything to the contrary in this Agreement, except as set forth in
Paragraph 10, the Corporation shall not indemnify Indemnitee in
connection with a Proceeding (or part thereof) initiated by
Indemnitee unless the initiation thereof was approved by the Board
of Directors of the Corporation. Notwithstanding anything to the
contrary in this Agreement, the Corporation shall not indemnify
Indemnitee to the extent Indemnitee is reimbursed from the proceeds
of insurance, and in the event the Corporation makes any
indemnification payments to Indemnitee and Indemnitee is
subsequently reimbursed from the proceeds of insurance, Indemnitee
shall promptly refund such indemnification payments to the
Corporation to the extent of such insurance
reimbursement.
6.
NOTIFICATION AND DEFENSE OF CLAIM . As a condition precedent
to Indemnitee’s right to be indemnified, Indemnitee agrees to
notify the Corporation in writing as soon as reasonably practicable
of any Proceeding for which indemnity will or could be sought by
Indemnitee and provide the Corporation with a copy of any summons,
citation, subpoena, complaint, indictment, information or other
document relating to such Proceeding with which Indemnitee is
served; provided, however, that the failure to give such notice
shall not relieve the Corporation of its obligations to Indemnitee
under this Agreement, except to the extent, if any, that the
Corporation is actually prejudiced by the failure to give such
notice. With respect to
