Exhibit 10.1
MFRI, INC.
FORM OF INDEMNIFICATION
AGREEMENT
THIS AGREEMENT
made at Niles, Illinois as of
__________________, by
and between MFRI, INC., a Delaware corporation (the
“Company”), and the undersigned (the “Indemnified
Party”).
WITNESSETH
:
WHEREAS , the Company desires and has requested the
Indemnified Party to serve or continue to serve as a director or
officer of the Company or both; and
WHEREAS , the Board of Directors of the Company, has
determined that it is in the best interests of the Company to
provide for indemnification of the Indemnified Party to induce the
Indemnified Party to become a director or officer of the Company or
to continue to serve as a director or officer of the Company or
both.
NOW, THEREFORE
, in consideration of the mutual
agreements and covenants herein contained and other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the undersigned parties do hereby agree as
follows:
1.
Indemnification
. The Company shall indemnify and
hold harmless the Indemnified Party from and against any and all
costs, expenses and liabilities of any nature or kind, whether
realized or contingent, including but not limited to,
attorneys’ fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by the Indemnified
Party (“Expenses”), which arise out of or in connection
with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (collectively an “Action”) to which the
Indemnification Party is, was or is threatened to be made a party
by reason of the fact that the Indemnified Party is or was a
director, officer, employee or agent of the Company, or another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, at the request of the Company, to the
extent of the highest and most advantageous to the Indemnified
Party, of one or any combination of the following:
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(a)
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the benefits provided under this
Agreement;
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(b)
the benefits provided by the
Company’s Certificate of Incorporation in effect on the date
hereof;
(c)
the benefits provided by the
Certificate, the Company’s Amended and Restated By-Laws or
their equivalent in effect at the time Expenses are incurred by the
Indemnified Party;
(d)
the benefits allowable under the
Delaware Business Corporation Law and Delaware decisional law in
effect at the date hereof;
(e)
the benefits allowable under the
laws of the jurisdiction under which the Company exists at the time
Expenses are incurred by the Indemnified Party;
(f)
the benefits available under any
liability insurance obtained by the Company; and
(g)
such other benefits as are or may be
otherwise available to the Indemnified Party.
Combination of two or more of the
benefits provided by (a) through (g) shall be available to the
extent that the Applicable Document (as defined below) does not
require that the benefits provided therein be exclusive of other
benefits. The document or law providing for the benefits listed in
items (a) through (g) above is called the “Applicable
Document” in this Agreement.
2.
Advances
. The Company shall advance the
reasonable costs and expenses, including reasonable
attorneys’ fees, arising from the investigation of any claim,
preparation for the defense or defense or settlement of an
Action.
3.
Defense
. The Company shall be entitled to
participate in the defense of any action and to assume the defense
thereof, with counsel who shall be reasonably satisfactory to the
Indemnified Party provided, however, that the Indemnified Party
shall be entitled to separate counsel selected by him if he shall
reasonably believe that (i) there exist conflicting interests
between himself and the Company or other parties (the defense of
whom the
