STEEL PARTNERS II, L.P.
Exhibit
99.2
STEEL PARTNERS II,
L.P.
000 Xxxxxxx Xxxxxx, 32nd
Floor
New York, New York
10022
February
__, 2008
______________________
______________________
______________________
Re: Point Blank Solutions,
Inc.
Dear
_____________:
Thank you
for agreeing to serve as a nominee for election to the Board of Directors of
Point Blank Solutions, Inc. (“Point Blank”) in connection with the proxy
solicitation or consent solicitation that Steel Partners II, L.P. (“Steel”) and
its affiliates are considering undertaking to elect directors (the “Steel
Solicitation”). Your outstanding qualifications, we believe, will
prove a valuable asset to Point Blank and all of its
stockholders. This letter will set forth the terms of our
agreement.
Xxxxx
agrees to indemnify and hold you harmless against any and all claims of any
nature, whenever brought, arising from the Steel Solicitation and any related
transactions, irrespective of the outcome; provided, however,
that you will not be entitled to indemnification for claims arising from your
own criminal actions, fraud, negligence, bad faith or willful misconduct; provided further,
that this indemnification agreement and all of Steel’s obligations hereunder
shall terminate upon your becoming a director of Point Blank. This
indemnification will include any and all (each, a “Loss”) losses, liabilities,
damages, demands, claims, suits, actions, judgments, or causes of action,
assessments, costs and expenses, including, without limitation, interest,
penalties, reasonable attorneys’ fees, and any and all reasonable costs and
expenses incurred in investigating, preparing or defending against any
litigation, commenced or threatened, any civil, criminal, administrative or
arbitration action, or any claim whatsoever, and any and all amounts paid in
settlement of any claim or litigation asserted against, resulting, imposed upon,
or incurred or suffered by you, directly or indirectly, as a result of or
arising from the Steel Solicitation and any related transactions.
In the
event of a claim against you pursuant to the prior paragraph or the occurrence
of a Loss, you shall give Steel written notice of such claim or
Loss. Upon receipt of such written notice, Steel will provide you
with counsel to represent you. Such counsel shall be reasonably
acceptable to you. In addition, you will be reimbursed promptly for
all Losses suffered by you and as incurred as provided herein. Steel
may not enter into any settlement of loss or claim without your consent unless
such settlement includes a release of you from any and all liability in respect
of such claim. Xxxxx will not be responsible for fees, costs or
expenses of separate counsel retained by you. You may not enter into
any settlement of loss or claim without the written consent of Steel, which
consent will not be unreasonably withheld.
If you
agree to the foregoing terms, please sign below to indicate your
acceptance.
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Very
truly yours,
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STEEL
PARTNERS II, L.P.
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By:
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Steel
Partners II GP LLC
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General
Partner
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By:
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/s/
Xxxxxx X. Xxxxxxxxxxxx
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Xxxxxx
X. Xxxxxxxxxxxx
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Managing
Member
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ACCEPTED AND
AGREED:
___________________________
