Hassle Free Indemnification Agreement Template

Exhibit 10.1

INDEMNIFICATION AGREEMENT dated as of __________________________, 20__

between

Philip Morris International Inc. (the “Company”),

and

_______________________________ (“Indemnitee”)

TABLE OF CONTENTS

(i)

INDEMNIFICATION AGREEMENT

WHEREAS, the Board of Directors has determined in accordance with its good faith business judgment that the ability to attract and retain qualified persons as directors and executive officers is in the best interests of the Company and that the Company should act to assure such persons that there shall be adequate certainty of protection against risks of claims and actions against them arising out of their service to and activities on behalf of the Company; and

WHEREAS, the Company has adopted provisions in its Amended and Restated Articles of Incorporation regarding indemnification against liabilities and advancement and reimbursement of expenses for its directors and executive officers and the Company wishes to make further provision with respect thereto as permitted by the Amended and Restated Articles of Incorporation of the Company and Section 13.1-704.B of the Virginia Stock Corporation Act; and

WHEREAS, in order to induce and encourage highly experienced and capable persons such as Indemnitee to serve and to continue to serve as directors and/or executive officers of the Company and in any other capacity with respect to the Company, and to otherwise promote the desirable end that such persons will resist what they consider unjustified lawsuits and claims made against them in connection with the performance of their duties to the Company, with the knowledge that certain costs, judgments, penalties, fines, liabilities and expenses incurred by them in their defense of such litigation are to be borne by the Company and they shall receive appropriate protection against such risks and liabilities, the Board of Directors of the Company has determined that the following Agreement is in the best interests of the Company; and

WHEREAS, the Company desires to have Indemnitee become or continue to serve as a director and/or executive officer of the Company, and in such other capacity with respect to the Company as the Company may request, free from undue concern for unpredictable, inappropriate or unreasonable legal risks and personal liabilities by reason of Indemnitee’s performing his or her duties to the Company; and Indemnitee desires so to serve the Company, provided, and on the express condition, that he or she is furnished with the indemnity set forth herein;

Now, therefore, in consideration of Indemnitee’s future service to the Company, the parties hereto agree as follows:

1.    Service by Indemnitee .

(a)      If Indemnitee is currently or is about to become a director of the Company, Indemnitee shall continue to serve in that capacity so long as Indemnitee is duly elected or

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appointed and until such time as Indemnitee’s successor is elected and qualified or Indemnitee is removed as permitted by law or tenders a resignation in writing.

(b)      If Indemnitee is currently or is about to become an executive officer of the Company, Indemnitee shall continue to serve in that capacity at the pleasure of the Board of Directors.

2.    Indemnification Against Liability and Advancement of Expenses . The Company shall indemnify Indemnitee against all Liability and, subject to Section 6 below, shall pay to Indemnitee in advance of the final disposition of any Proceeding all Expenses incurred by Indemnitee, to the fullest extent permitted by the Virginia Stock Corporation Act in effect on the date of this Agreement or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader rights than said law permitted the Company to provide prior to such amendment). No indemnification against Liability or advancement or reimbursement of Expenses shall be paid hereunder to Indemnitee:

(a)       to the extent expressly prohibited by applicable law or the Amended and Restated Articles of Incorporation of the Company;

(b)      for which payment has previously been made to Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, provision of the articles of incorporation or by-laws, or agreement of the Company or any other company or organization, except in respect of any Expenses or Liability exceeding the payment under such insurance, indemnity clause, provision of the articles of incorporation, by-laws or agreement;

(c)      in connection with an action, suit or proceeding, or part thereof (including claims and counterclaims) initiated by Indemnitee, except a judicial proceeding or arbitration pursuant to Section 9 below to enforce rights under this Agreement, unless such action, suit or proceeding, or part thereof, was authorized by the Board of Directors of the Company; or

(d)      with respect to any Proceeding brought by or on behalf of the Company against Indemnitee that is authorized by the Board of Directors of the Company, except as provided in Section 4 below.

3.    Indemnification . Except as limited by Section 2 above, the Company shall indemnify Indemnitee against all Liability incurred in any Proceeding, including a Proceeding brought by or in the right of the Company, by reason of the fact that Indemnitee is or was a director and/or executive officer of the Company, or while a director and/or executive officer of the Company is or was serving at the request of the Company as a director, officer, manager, partner, trustee, employee, agent or fiduciary of any other entity, including, but not limited to, another corporation, limited liability company, partnership, joint venture, trust or employee benefit plan; or by reason of anything done or not done by Indemnitee in any such capacity; provided, however, that no such indemnification shall be made against willful misconduct or a knowing violation of the criminal law.

4.    Partial Indemnification Against Liability and Advancement of Expenses . If Indemnitee is entitled under any provision of this Agreement to (a) indemnification for some

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or a portion of the Liability, and/or (b) advancement or reimbursement of some or a portion of the Expenses but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Liability and advance to or reimburse Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

5.    Payment of Expenses as a Witness . The Company shall pay directly or promptly reimburse Indemnitee all Expenses incurred or suffered by Indemnitee or on Indemnitee’s behalf if Indemnitee appears as or is threatened to be made a witness as a result of or related to Indemnitee’s service as a director and/or executive officer of the Company, in any threatened, pending or completed action, suit or proceeding, whether of a civil, criminal, administrative, arbitrative, investigative, legislative or other nature, and whether formal or informal, to which Indemnitee neither is, nor is threatened to be made, a party.

6.    Payment of Expenses as a Party .

(a)      At the Request of Indemnitee, subject to Section 6(b) below, the Company shall pay directly or promptly reimburse Indemnitee in advance of the final disposition of any Proceeding to which Indemnitee is, or is threatened to be made, a party, all Expenses incurred by Indemnitee in connection with such Proceeding if Indemnitee furnishes to the Company: (i) a written statement, executed personally, of Indemnitee’s good faith belief that his or her conduct relevant to the Proceeding did not constitute willful misconduct or a knowing violation of the criminal law and (ii) a written undertaking, executed personally or on Indemnitee’s behalf, to repay any funds advanced or reimbursed if it is ultimately determined in a final, nonappealable adjudication that Indemnitee’s conduct relevant to the Proceeding constituted willful misconduct or a knowing violation of the criminal law. One such written statement and undertaking shall suffice for the duration of such Proceeding. Such undertaking shall be an unlimited general obligation but need not be secured and shall be accepted without reference to financial ability to make repayment. To receive an advancement or reimbursement of Expenses under this Agreement, Indemnitee shall from time to time submit written requests to the Secretary of the Company. Such requests shall reasonably evidence the Expenses incurred by Indemnitee. Each such advancement or reimbursement of Expenses shall be made within 20 calendar days after the receipt by the Company of the written request therefor. Indemnitee’s entitlement to advancement or reimbursement of such Expenses shall include those incurred in connection with any action, suit or proceeding by Indemnitee seeking a judgment in court or an adjudication or award in arbitration pursuant to Section 9 below (including the enforcement of this provision) to the extent the court or arbitrator shall determine that Indemnitee is entitled to an advancement or reimbursement of Expenses hereunder.

(b)      Notwithstanding Section 6(a) above, the Company shall not pay or continue to pay Expenses of Indemnitee in any Proceeding if a determination is made in good faith that the facts as they are then known demonstrate clearly and convincingly that Indemnitee’s conduct relevant to the Proceeding constituted willful misconduct or a knowing violation of the criminal law. Such determination shall be made by any of the following person or persons:

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Notwithsta