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Exhibit 99.1
INDEMNITY AGREEMENT
THIS
AGREEMENT made as of the __ day of _______, ____ between Fuel
Tech,
Inc., a Delaware corporation ("Fuel Tech"), and ("Indemnitee").
WHEREAS, Fuel Tech and Indemnitee desire that Indemnitee serve or
continue
to serve as a director and/or officer of Fuel Tech or its
subsidiaries (Fuel
Tech, together with any such subsidiaries, the "Company"); and
WHEREAS, Fuel Tech desires and intends hereby to provide
indemnification
(including advancement of expenses) against any and all liabilities
asserted
against Indemnitee to the fullest extent permitted by the
Certificate of
Incorporation of Fuel Tech and Delaware law;
NOW,
THEREFORE,
WITNESSETH:
THAT
for and in consideration of the premises and the covenants
contained
herein, Fuel Tech and Indemnitee do hereby covenant and agree as
follows:
1.
Continued Service. Indemnitee will serve or continue to serve, at
the
will of Fuel Tech or under separate contract if such exists, as a
director
and/or officer so long as he is duly elected and qualified in
accordance with
the Certificate of Incorporation and the By-Laws of Fuel Tech or
until he
tenders his resignation.
2.
Indemnification. Fuel Tech shall indemnify Indemnitee as
follows:
(a) Except with respect to any matter as to which Indemnitee
shall
have been adjudicated in any proceeding to be liable to the Company
Fuel Tech
shall, to the extent legally permissible, indemnify Indemnitee
against all
liabilities and expenses, including amounts paid in satisfaction of
judgments,
in settlement or as fines and penalties, and counsel fees,
reasonably incurred
by him in connection with the defense or disposition of any
threatened, pending
or completed action, suit or other proceeding, whether civil or
criminal, in
which he may be a party or threatened to be made a party, while
serving or
thereafter, by reason of his being or having been a director,
officer, trustee,
employee or other agent of the Company, or a director, officer,
trustee,
employee or other agent of any organization in which the Company
owns shares or
of which the Company is a creditor, provided, however, that
Indemnitee is
serving in such capacity at the request of the Company and he acted
in good
faith and in a manner he reasonably believed to be in or not
opposed to the best
interest of the corporation, and with respect to any criminal
action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.
(b) Indemnification under Subsection (a) shall be made by the
Company
only as authorized in the specific case upon a determination
that
indemnification is proper in the circumstances because the person
has met the
applicable standard of conduct set forth therein. Such
determination shall be
made:
(A) by a majority of the directors of Fuel Tech then in
office who are not parties to such action, suit or proceeding,
even
though less than a quorum; or
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(B) by a committee of such directors designated by a
majority vote of such directors, even though less than a quorum;
or
(C) by the holders of a majority of the outstanding stock of
Fuel Tech at the time entitled to vote for directors, voting as
a
single class, exclusive of any stock owned by Indemnitee, or
(D) in the absence of action by disinterested directors or
stockholders, there has been obtained at the request of a majority
of
the directors then in office an opinion in writing of
independent
legal counsel to the effect that he met the standard.
(c) Expenses including counsel fees, reasonably incurred by
Indemnitee
in connection with the defense or disposition of any such action,
suit or other
proceeding may be paid from time to time by Fuel Tech in advance of
the final
disposition thereof upon receipt of an undertaking by Indemnitee to
repay the
amount so paid to Fuel Tech if it is ultimately determined that
indemnification
for such expenses is not authorized under this section.
(d) The right of indemnification hereby provided shall not be
exclusive of or affect any other rights to which Indemnitee may be
entitled.
3.
Determination of Right to Indemnification. For purposes of making
a
determination in a specific case whether to make indemnification,
the board of
directors of Fuel Tech (the "Board of Directors"), independent
legal counsel, or
stockholders, as the case may be, shall make such determination in
accordance
with the following procedure:
(a) Indemnitee may submit to the Board of Directors a sworn
statement
of request for indemnification substantially in the form of Exhibit
1 attached
hereto and made a part hereof ("Indemnification Statement")
averring that he has
met the applicable standard of conduct set forth in paragraph (a)
of Section 2
hereof; and
(b) Submission of the Indemnification Statement to the Board of
Directors shall create a rebuttable presumption that Indemnitee is
entitled to
indemnification under this Agreement and in any proceeding for the
enforcement
for the provisions hereof, and the Board of Directors, independent
legal
counsel, or stockholders, as the case may be, shall within sixty
(60) days after
submission of the Indemnification Statement specifically determine
that
Indemnitee is so entitled, unless it or they shall possess
sufficient evidence
to rebut the presumption that Indemnitee has met the applicable
standard of
conduct set forth in paragraph (a) of Section 2 hereof, which
evidence shall be
disclosed to Indemnitee with particularity in a sworn written
statement signed
by all persons who participated in the determina
