DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
DIRECTOR
AND OFFICER
This
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (the “Agreement”), is made
and entered into this ____ day of ___________, 2009, by and among American
Defense Systems, Inc., a Delaware corporation (the “Company”), and
_______________ (“Indemnitee”).
WHEREAS,
it is essential to the Company that it be able to retain and attract as
directors and officers the most capable individuals available;
WHEREAS,
increased corporate litigation has subjected directors and officers to
litigation risks and expenses, and the limitations on the availability and terms
and conditions of directors and officers liability insurance have made it
increasingly difficult for the Company to attract and retain such
individuals;
WHEREAS,
the Company’s Third Amended and Restated Certificate of Incorporation (as
amended from time to time, the “Charter”), provides
that a director of the Company shall not be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty except to the
extent that such exemption or limitation is not permitted by the General
Corporation Law of the State of Delaware (the “DGCL”);
WHEREAS,
the Company’s Amended and Restated Bylaws (as amended from time to time, the
“Bylaws”),
provide for the indemnification of and advancement of expenses to its directors
and officers;
WHEREAS,
the Bylaws and the DGCL and the Charter are not exclusive and permit the Company
to make other or additional indemnification and advancement arrangements and
agreements;
WHEREAS,
to further promote the Company’s ability to attract and retain qualified
individuals to serve as directors and/or officers of the Company, the Company
maintains, and will continue to attempt to maintain, directors and officers
liability insurance to protect the Company’s directors and officers from certain
liabilities;
WHEREAS,
the Company desires that the Indemnitee serve as a director and/or officer of
the Company;
WHEREAS,
to promote the Company’s ability to attract and retain qualified individuals to
serve as directors and/or officers of the Company, the Company desires to
provide Indemnitee with specific contractual assurance of Indemnitee’s rights to
indemnification and advancement of expenses to protect against litigation risks
and expenses (regardless, among other things, of any change in the ownership of
the Company or the composition of its Board of Directors); and
WHEREAS,
Indemnitee is relying upon the rights afforded under this Agreement in accepting
or continuing to serve in Indemnitee’s position as a director and/or officer of
the Company.
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NOW,
THEREFORE, in consideration of the promises and the covenants contained herein,
the Company and Indemnitee do hereby covenant and agree as follows:
1. Definitions.
(a) “Change in Control”
shall mean any (i) merger, consolidation, share exchange or business combination
involving the Company or any of its subsidiary Entities, (ii) a sale, lease,
exchange, transfer or other disposition in a single transaction or a series of
related transactions, of 33.3% or more of the assets
of the Company and its subsidiary Entities, taken as a whole, (iii) purchase or
sale of shares of capital stock or other securities representing 40.0% or more of the
voting power of the capital stock of the Company or any of its subsidiary
Entities, including, without limitation, by way of tender or exchange offer, in
a single transaction or a series of related transactions, (iv) reorganization,
recapitalization, liquidation or dissolution of the Company, or (v) change in
the composition of a majority of the Board of Directors of the Company in a
single transaction or a series of related transactions, unless, in each case,
such transaction described in subsections (i) - (v) hereof was adopted and
approved by the members of the Board of Directors of the Company (or new or
additional members of the Board of Directors of the Company nominated or
approved by such directors) in office at the time of the adoption of this
Agreement by the Company.
(b) “Corporate Status”
describes the status of a person who is serving or has served (i) as a
director or officer of the Company, (ii) in any capacity or service with
respect to any employee benefit plan of the Company or any one or more of its
subsidiary Entities, or (iii) as a director, officer, member, manager,
partner, trustee, employee, or agent of any other Entity at the request of the
Company.
(c) “Entity” shall mean
any corporation, partnership (including, without limitation, any general,
limited or limited liability partnership), joint venture, trust, enterprise,
non-profit entity, limited liability company, foundation, association,
organization or other legal entity.
(d) “Expenses” shall mean
all fees, costs and expenses reasonably incurred in connection with any
Proceeding (as defined below), including, without limitation, reasonable
attorneys’ fees, disbursements and retainers (including, without limitation, any
such fees, disbursements and retainers incurred by Indemnitee pursuant to Sections 9 and
11 of this
Agreement), fees, costs, expenses and disbursements of experts or expert
witnesses, private investigators and professional advisors (including, without
limitation, accountants and investment bankers), court costs, transcript costs,
travel expenses (including, without limitation, those of experts or expert
witnesses, private investigators and professional advisors), duplicating,
printing and binding costs, telephone and fax transmission charges, postage,
delivery services, secretarial services and other disbursements and
expenses.
(e) “Liabilities” shall
mean liabilities, judgments, damages, losses, penalties, excise taxes, fines and
amounts paid in settlement.
(f) “Proceeding” shall
mean any threatened, pending or completed claim, action, suit, proceeding,
arbitration, mediation, alternate dispute resolution process, investigation,
administrative hearing, or appeal, whether civil, criminal, administrative,
arbitrative or investigative, whether formal or informal, including a Proceeding
initiated by Indemnitee pursuant to Section 11 of
this Agreement to enforce Indemnitee’s rights hereunder.
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2. Services
of Indemnitee. In consideration of the Company’s covenants and
obligations hereunder, Indemnitee agrees to serve or continue to serve as a
director and/or officer of the Company. However, this
Agreement shall not impose any obligation on Indemnitee or the Company to
continue Indemnitee’s service to the Company beyond any period otherwise
required by law or by other agreements or commitments of the parties, if
any.
3. Agreement
to Indemnify and Hold Harmless. Subject to the
exceptions contained in Section 4 below, if
Indemnitee was or is a party or was or is threatened to be made a party to, or
was or is otherwise involved (as a deponent, witness or otherwise) in, any
Proceeding by reason of Indemnitee’s Corporate Status, Indemnitee shall, to the
fullest extent permitted by applicable law, be indemnified and held harmless by
the Company against all Expenses and Liabilities incurred or paid by Indemnitee
in connection with such Proceeding (referred to herein as “Indemnifiable
Expenses” and “Indemnifiable
Liabilities,” respectively, and collectively as “Indemnifiable
Amounts”).
4. Exceptions
to Indemnification. Indemnitee shall be entitled to the
indemnification provided in Section 3 above
in all circumstances other than the following:
(a) If
indemnification is sought by Indemnitee under Section 3 and it
has been adjudicated finally by a court of competent jurisdiction evidenced by a
final nonappealable order that, in connection with any Proceeding or any claim,
issue or matter involved in any Proceeding out of which the claim for
indemnification hereunder has arisen, Indemnitee failed to act in good faith and
in a manner Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company, or with respect to any criminal Proceeding, Indemnitee
had reasonable cause to believe that Indemnitee’s conduct was unlawful,
Indemnitee shall not be entitled to indemnification of Indemnifiable Amounts
hereunder with respect to such Proceeding or such claim, issue or matter, as
applicable;
(b) If
indemnification is sought by Indemnitee under Section 3 and it has
been adjudicated finally by a court of competent jurisdiction evidenced by a
final nonappealable order that Indemnitee is liable to the Company with respect
to any Proceeding by or in the right of the Company to procure a judgment in its
favor by reason of Indemnitee’s Corporate Status or any claim, issue or matter
involved in any such Proceeding out of which the claim for indemnification
hereunder has arisen, Indemnitee shall not be entitled to Indemnifiable Expense
hereunder with respect to such Proceeding or such claim, issue or matter, as
applicable, unless the Court of Chancery (as defined below) or the court in
which such Proceeding was brought shall determine upon application that, despite
the adjudication of liability, but in view of all the circumstances of the case,
Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable
Expenses which the Court of Chancery or such other court shall deem proper;
and
(c) If
indemnification is sought by Indemnitee under Section 3 and the
Company reasonably determines that indemnification of Indemnitee would violate
the securities laws of the United States.
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For
purposes of this Section 4, including,
without limitation and to the fullest extent permitted by law, the court
adjudication contemplated hereby, Indemnitee shall be deemed to have acted in
good faith and in a manner Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company, or with respect to any criminal
Proceeding, without reasonable cause to believe that Indemnitee’s conduct was
unlawful, if Indemnitee’s act or omission is based, in good faith, upon (i) the
records of the Company, (ii) such information, opinions, reports or statements
presented to the Company or its Board of Directors by any of the Company’s
officers, employees, directors, committees of the Company’s Board of Directors,
legal counsel, professional advisors, experts or any other person as to matters
Indemnitee reasonably believes are within such other person’s professional or
expert competence and who has been selected with reasonable care by or on behalf
of the Company, and (iii) such information, opinions, reports or statements
presented to an Entity for which Indemnitee has Corporate Status or such
Entity’s officers, employees, directors, committees of such Entity’s Board of
Directors, legal counsel, professional advisors, experts or any other person as
to matters Indemnitee reasonably believes are within such other person’s
professional or expert competence and who has been selected with reasonable care
by or on behalf of such Entity.
5. Procedure
for Indemnification of Indemnifiable Amounts.
(a) Indemnitee
shall, following the final adjudication by a court of competent jurisdiction
evidenced by a final nonappealable order, submit to the Company a written claim
specifying the Indemnifiable Amounts for which Indemnitee seeks indemnification
under Section 3 of
this Agreement and the basis for such claim. At the reasonable
request of the Company, Indemnitee shall furnish such documentation and
information as are reasonably available to Indemnitee and necessary to establish
that Indemnitee is entitled to indemnification hereunder, and the Company shall
pay any Expenses incurred by Indemnitee in furnishing such documentation and
information.
(b) Subject
to Section 4,
The Company shall pay such Indemnifiable Amounts to Indemnitee within thirty
(30) calendar days after receipt of such written claim.
6. Indemnification
for Expenses of a Participant. Notwithstanding any other
provision of this Agreement, to the extent that Indemnitee is, by reason of his
Corporate Status, a participant (as a deponent, witness or otherwise) in any
Proceeding to which Indemnitee was or is not a party or was or is not threatened
to be made a party, the Indemnitee shall be indemnified as provided in Section 3
hereof.
7. Indemnification
for Expenses of a Party Who is Wholly or Partly Successful.
(a) Notwithstanding
any other provision of this Agreement, and without limiting any such provision,
to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate
Status, a party to and was or is successful, on the merits or otherwise, as to
any Proceeding or any claim, issue or matter involved in any Proceeding,
Indemnitee shall be indemnified against all Expenses reasonably incurred with
respect to such Proceeding or such claim, issue or matter, as
applicable. In furtherance and not in limitation of the foregoing,
and by way of further explanation, if Indemnitee is not wholly successful in
such Proceeding but is successful, on the merits or otherwise, as to one or more
but less than all claims, issues or matters involved in such Proceeding, the
Company shall indemnify Indemnitee against all Expenses with respect to each
successfully resolved claim, issue or matter.
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(b) For
purposes of this Section 7,
“successful” shall, to the fullest extent permitted by law, include, but not be
limited to, (i) a termination, withdrawal or dismissal (with or without
prejudice) of any Proceeding or any claim, issue or matter involved in any
Proceeding, without any express finding of liability or guilt against
Indemnitee, (ii) the expiration of 120 days after the making of any claim or
threat of any Proceeding without the institution of same and without the
entering into of any settlement or compromise with respect to such claim or
threat, or (iii) the entering into of any settlement or compromise with respect
to any Proceeding or any claim, issue or matter involved in any Proceeding
pursuant to which Indemnitee is obligated to pay or is found liable for an
amount less than $15,000.
8. Effect of
Certain Resolutions; Waiver of Right of Contribution Against
Indemnitee. Neither the termination of any Proceeding or any
claim, issue or matter involved in any Proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contedere or its
equivalent, nor the failure of the Company to award indemnification or to
determine that indemnification is payable, shall create a presumption that
Indemnitee is not entitled to indemnification hereunder. The Company
hereby waives, to the fullest extent permitted by law, any right of contribution
that it may have against Indemnitee with respect to any Proceeding or any claim,
issue or matter involved in any Proceeding in which the Company and Indemnitee
are jointly liable.
9. Agreement
to Advance Expenses; Conditions. The Company shall pay to
Indemnitee all Expenses incurred by Indemnitee in connection with any Proceeding
or any claim, issue or matter involved in any Proceeding, including a Proceeding
by or in the right of the Company and a Proceeding to enforce indemnification
and advancement rights under this Agreement, in advance of the final disposition
of such Proceeding or such claim, issue or matter, if Indemnitee furnishes the
Company with a written undertaking to repay the amount of such Expenses advanced
to Indemnitee if it is finally determined by a court of competent jurisdiction
evidenced by a final nonappealable order that Indemnitee is not entitled under
this Agreement to indemnification with respect to such Expenses. To
the fullest extent permitted by applicable law, such undertaking is an unlimited
general obligation of Indemnitee, shall be accepted by the Company without
regard to the financial ability of Indemnitee to make repayment, and in no event
shall such undertaking be required to be secured.
10. Procedure
for Advance Advancement of Expenses. Indemnitee shall submit
to the Company a written claim specifying the Expenses for which Indemnitee
seeks an advancement under Section 9 of this
Agreement, and the basis for such claim, together with documentation evidencing
that Indemnitee has actually and reasonably incurred such
Expenses. The Company shall advance such Expenses to Indemnitee or on
behalf of Indemnitee within thirty (30) calendar days after receipt of such
written claim and documentation.
11. Remedies
of Indemnitee.
(a) Right to Petition
Court. In the event that Indemnitee submits to the Company a
written claim for indemnification of Indemnifiable Amounts under Sections 3
and 5
above or submits to the Company a written claim for advancement of Expenses
under Sections
9 and 10
above, and the Company fails to make such indemnification or advancement, as
applicable, pursuant to the terms of this Agreement, Indemnitee may petition the
Court of Chancery of the State of Delaware (the “Court of Chancery”),
to enforce the Company’s obligations under this Agreement.
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(b) Burden of
Proof. In any judicial proceeding brought under Section 11(a)
above, the Company shall have the burden of proving that Indemnitee is not
entitled to indemnification of Indemnifiable Amounts or Expenses, as applicable,
hereunder.
(c) Expenses. The
Company agrees to reimburse Indemnitee in full for any Expenses reasonably
incurred by Indemnitee in connection with investigating, preparing for,
litigating, defending, prosecuting or settling any judicial proceeding brought
by Indemnitee under Section 11(a)
above, except where such judicial proceeding or any claim, issue or matter
involved therein is adjudicated finally by a court of competent jurisdiction
evidenced by a final nonappealable order in favor of the Company.
(d) Validity of
Agreement. The Company shall be precluded from asserting in
any Proceeding, including, without limitation, an action under Section 11(a) above,
that the provisions of this Agreement are not valid, binding and enforceable or
that there is insufficient consideration for this Agreement and shall stipulate
in such court that the Company is bound by all the provisions of this
Agreement.
(e) Failure to Act Not a
Defense. The failure of the Company (including its Board of
Directors or any committee thereof, independent legal counsel, or stockholders)
to make a determination concerning the permissibility of the indemnification of
Indemnifiable Amounts shall not be a defense in any action brought under Section 11(a)
above, and shall not create a presumption that such indemnification is not
permissible hereunder.
12. Defense of the Underlying
Proceeding.
(a) Notice by
Indemnitee. Indemnitee agrees to notify the Company promptly
in writing upon being served with any summons, citation, subpoena, complaint,
indictment, information, or other document relating to any Proceeding which may
result in the indemnification of Indemnifiable Amounts or the advancement of
Expenses hereunder; provided, however, that the
failure to give any such notice shall not disqualify Indemnitee from the right,
or otherwise affect in any manner any right of Indemnitee, to receive
indemnification of Indemnifiable Amounts or advancements of Expenses hereunder,
except to the extent the Company’s ability to defend in such Proceeding is
materially prejudiced thereby.
(b) Defense by
Company. Subject to the provisions of the last sentence of
this Section 12(b)
and of Section 12(c)
below, the Company shall have the right to defend Indemnitee in any Proceeding
which may give rise to the indemnification of Indemnifiable Amounts hereunder;
provided, however, that the
Company shall notify Indemnitee of any such decision to defend within ten (10)
calendar days of receipt of notice of any such Proceeding under Section 12(a)
above. The Company shall not, without the prior written consent of
Indemnitee, consent to the entry of any judgment against Indemnitee or enter
into any settlement or compromise which (i) includes an admission of fault of
Indemnitee, or (ii) does not include, as an unconditional term thereof, the full
release of Indemnitee from all liability in respect of such Proceeding, which
release shall be in form and substance reasonably satisfactory to
Indemnitee. This Section 12(b)
shall not apply to a Proceeding brought by Indemnitee under Section 11(a) above
or pursuant to Section
20 below.
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(c) Indemnitee’s Right to
Counsel. Notwithstanding the provisions of Section 12(b)
above, (i) if in a Proceeding to which Indemnitee is a party by reason of
Indemnitee’s Corporate Status, (A) Indemnitee reasonably concludes that he or
she may have separate defenses or counterclaims to assert with respect to any
issue which are inconsistent with the position of other defendants in such
Proceeding, or (B) a conflict of interest or potential conflict of interest
exists between Indemnitee and the Company, or (ii) if the Company fails to
assume the defense of such Proceeding in a timely manner, Indemnitee shall be
entitled to be represented by separate legal counsel, which shall represent
other persons’ similarly situated, of Indemnitee’s and such other persons’
choice and reasonably acceptable to the Company at the expense of the
Company. In addition, if the Company fails to comply with any of its
obligations under this Agreement or in the event that the Company or any other
Entity or individual takes any action to declare this Agreement void or
unenforceable, or institutes any Proceeding to deny or to recover from
Indemnitee the benefits intended to be provided to Indemnitee hereunder, except
with respect to any Proceeding or any claim, issue or matter therein that is
resolved in favor of the Company, Indemnitee shall have the right to retain
counsel of Indemnitee’s choice, at the expense of the Company, to represent
Indemnitee in connection with any such matter.
(d) Consent to Judgment or
Settlement or Compromise by Indemnitee. Indemnitee shall not,
without the prior written consent of the Company (which consent shall not be
unreasonably withheld or delayed), consent to the entry of any judgment against
Indemnitee or consent to or enter into any settlement or compromise with respect
to any Proceeding or any claim, issue or matter involved in any Proceeding with
respect to which the Company may have indemnification or advancements
obligations to Indemnitee hereunder.
13. Representations
and Warranties of the Company. The Company hereby represents
and warrants to Indemnitee as follows:
(a) Authority. The
Company has all necessary power and authority to enter into, and be bound by the
terms of, this Agreement, and the execution, delivery and performance of the
undertakings contemplated by this Agreement has been duly authorized by the
Company.
(b) Enforceability. This
Agreement, when executed and delivered by the Company in accordance with the
provisions hereof, shall be a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency,
moratorium, reorganization or similar laws affecting the enforcement of
creditors’ rights generally or equitable principles.
14. Insurance. The
Company shall, to the maximum extent available, cover Indemnitee under any
insurance policy secured for the directors and officers of the Company or other
Entity for which Indemnitee has Corporate Status.
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15. Contract
Rights Not Exclusive. The rights to indemnification of
Indemnifiable Amounts and advancement of Expenses provided by this Agreement
shall be in addition to, but not exclusive of, any other rights which Indemnitee
may have at any time under applicable law or the Charter or Bylaws, or any other
agreement, vote of stockholders or directors (or a committee of directors), or
otherwise, both as to action in Indemnitee’s official capacity and as to action
in any other capacity as a result of Indemnitee’s serving as a director and/or
officer of the Company.
16. Successors. This
Agreement shall be (a) binding upon all successors and assigns of the Company
(including, to the fullest extent permitted by law, any transferee of all or a
substantial portion of the business, stock and/or assets of the Company and any
direct or indirect successor by merger or consolidation or otherwise by
operation of law), and (b) binding on and shall inure to the benefit of the
heirs, personal representatives, executors and administrators of
Indemnitee. To the fullest extent permitted by applicable law, the
Company shall cause any successor to the business, stock and/or assets of the
Company (whether by operation of law or otherwise) to assume and agree to
perform this Agreement in the same manner as if no such succession had taken
place. This Agreement shall continue for the benefit of Indemnitee
and the heirs, personal representatives, executors and administrators of
Indemnitee after Indemnitee has ceased to have Corporate Status.
17. Other
Sources; Subrogation. The Company’s obligation to indemnify or
advance expenses to Indemnitee, if any, hereunder shall be reduced by the amount
Indemnitee may receive, as indemnification or advancement of expense from any
other Entity or individual or any insurance policy. In the event of
any indemnification of Indemnifiable Amounts or advancement of Expenses by the
Company under this Agreement, the Company shall be subrogated to the extent of
such indemnification or advancement to all of the rights of contribution or
recovery of Indemnitee against other Entities or individuals, and Indemnitee
shall take, at the request of the Company, all reasonable action necessary to
secure such rights, including the execution of such documents as are reasonably
necessary to enable the Company to bring suit to enforce such
rights.
18. Governing
Law; Change in Law; Exclusive Jurisdiction. This Agreement
shall be governed by and construed and enforced under the laws of the State of
Delaware, without giving effect to the provisions thereof relating to conflicts
of law. To the fullest extent permitted by applicable law, the
parties hereto (i) irrevocably submit to the personal jurisdiction of the Court
of Chancery, and (ii) waive any claim of improper venue or any claim that the
Court of Chancery is an inconvenient forum. To the fullest extent
permitted by applicable law, the parties hereby agree that the mailing of
process and other papers in connection with any such proceeding in the manner
provided in Section
22 or in such other manner as may be permitted by law, shall be valid and
sufficient service thereof.
19. Severability. Whenever
possible, each provision of this Agreement shall be interpreted in such a manner
as to be effective and valid under applicable law, but if any provision of this
Agreement, or any clause thereof, shall be determined by a court of competent
jurisdiction to be illegal, invalid or unenforceable, in whole or in part, such
provision or clause shall be limited or modified in its application to the
minimum extent necessary to make such provision or clause valid, legal and
enforceable, and the remaining provisions and clauses of this Agreement shall
remain fully enforceable and binding on the parties.
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20. Indemnitee
as Plaintiff. Except as provided in Section 11 of this
Agreement and in the next sentence, Indemnitee shall not be entitled to
indemnification of Indemnifiable Amounts or advancement of Expenses with respect
to any Proceeding or any claim, issue or matter involved in any Proceeding
brought by Indemnitee against the Company, any Entity which it controls, or any
director or officer thereof, prior to a Change in Control, unless the
commencement of such Proceeding or such claim, issue or matter by Indemnitee was
authorized in the specific case by the Board of Directors of the
Company. This Section 20 shall not
apply to (i) affirmative defenses asserted by Indemnitee or any compulsory
counterclaims required to be made by Indemnitee in any Proceeding or with
respect to any claim, issue or matter involved in any Proceeding brought against
Indemnitee or (ii) any Proceeding or any claim, issue or matter involved in any
Proceeding brought by Indemnitee against the Company, any Entity which it
controls, or any director thereof, from and after a Change in
Control.
21. Modifications
and Waiver. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by each of the parties
hereto. Notwithstanding any other provision of this Agreement or any
provision of law to the contrary, to the fullest extent permitted by law, no
supplement, modification or amendment of this Agreement shall adversely affect
any right or protection of Indemnitee in respect of any act or omission
occurring prior to the time of such supplement, modification or
amendment. No waiver of any of the provisions of this Agreement shall
be deemed or shall constitute a waiver of any other provisions of this Agreement
(whether or not similar), nor shall such waiver constitute a continuing
waiver.
22. General
Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given (a) when delivered by hand, (b) when transmitted by facsimile and
receipt is acknowledged, or (c) if mailed by certified or registered mail with
postage prepaid, on the third business day after the date on which it is so
mailed, in each case, to such address as may have been furnished by
any party to the others.
23. Termination. This
Agreement shall terminate as of the later of (i) ten
(10) years after Indemnitee ceases to serve as a director and/or
officer of the Company, or (ii) one (1) year after the final adjudication by a
court of competent jurisdiction evidenced by a final non-appealable order with
respect to any Proceeding or any claim, issue or matter involved in any
Proceeding in respect of which Indemnitee is granted rights of indemnification
or advancement of expenses hereunder.
[SIGNATURE
PAGE FOLLOWS]
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IN
WITNESS WHEREOF, the parties hereto have executed this Director and Officer
Indemnification Agreement as of the date first above written.
THE
COMPANY:
AMERICAN
DEFENSE SYSTEMS, INC.
By:_____________________________
Name:
Title:
INDEMNITEE:
________________________________
Name:
