EXHIBIT 10.4
INDEMNIFICATION AGREEMENT
This Indemnification Agreement is by and between Aware, Inc., a
Massachusetts corporation ("Corporation"), and ___________________
("Indemnitee"), a director or officer of the Corporation.
WHEREAS, it is essential to the Corporation to retain and attract as
directors and officers the most capable persons available, and
WHEREAS, the By-Laws of the Corporation permit the Corporation to indemnify
its officers and directors to the fullest extent permitted by law and Indemnitee
has been serving and continues to serve as a director or officer of the
Corporation in part on reliance on such By-Laws, and
WHEREAS, in recognition of Indemnitee's need for substantial protection
against personal liability in order to enhance Indemnitee's continued service to
the Corporation in an effective manner and Indemnitee's reliance on the
aforesaid By-Laws, and in part to provide Indemnitee with specific contractual
assurance that the protection promised by such By-Laws will be available to
Indemnitee (regardless of, among other things, any amendment to or revocation of
such By-Laws or any change in the composition of the Corporation's Board of
Directors or any acquisition transaction relating to the Corporation), the
Corporation wishes to provide in this Agreement for indemnification of
Indemnitee to the fullest extent permitted by law and as set forth in this
Agreement;
NOW THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, the Corporation and Indemnitee agree as follows:
1. INDEMNIFICATION. The Corporation shall, to the fullest extent permitted
by law, indemnify and hold harmless Indemnitee from and against any and all
claims and liabilities to which he may be or become subject by reason of his
being or having been an officer or a director of the Corporation or by reason of
his alleged acts or omissions as an officer or director of the Corporation,
except in relation to matters as to which Indemnitee shall have been guilty of
wilful malfeasance, bad faith, gross negligence or reckless disregard of his
duties in the conduct of his office. The Corporation shall indemnify and
reimburse Indemnitee against and for any and all legal and other expenses
reasonably incurred by him in connection with any such claims and liabilities,
actual or threatened, whether or not, at or prior to the time when so
indemnified, held harmless and reimbursed, he had ceased being an officer or a
director of the Corporation, except in relation to matters as to which
Indemnitee shall have been guilty of wilful malfeasance, bad faith, gross
negligence or reckless disregard of his duties in the conduct of his office;
provided, however, that the Corporation prior to such final adjudication may
compromise and settle any such claims and liabilities and pay such expenses, if
such settlement or payment or both appears, in the judgment of a majority of the
Board of Directors of the Corporation, to be for the best interest of the
Corporation, evidenced by a resolution to that effect adopted after receipt by
the Corporation of a written opinion of counsel for the Corporation that
Indemnitee has not been guilty of wilful malfeasance, bad faith, gross
negligence or reckless disregard of his duties in the conduct of his office in
connection with the matters involved in such compromise, settlement and payment.
The right of indemnification herein provided shall not be exclusive of any other
rights to which Indemnitee may otherwise be lawfully entitled.
2. ATTORNEYS' FEES. The Corporation shall pay for Indemnitee's reasonable
attorneys' fees, costs and disbursements for any action at law or in equity
necessary for Indemnitee to enforce the terms of this Indemnification Agreement
or to protect his rights obtained hereunder.
3. SUCCESSORS AND ASSIGNS. This Indemnification Agreement shall be binding
upon the Corporation and its successors and assigns, including any direct or
indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of the Corporation, and shall
inure to the benefit of the estate, heirs, executors, administrators and
personal representatives of Indemnitee.
4. APPLICABLE LAW. This Indemnification Agreement shall be governed by and
construed in accordance with the internal laws of the Commonwealth of
Massachusetts.
5. AMENDMENTS. No supplement, waiver, modification or amendment of this
Indemnification Agreement shall be effective unless executed in writing by both
of the parties hereto.
6. PRIOR AGREEMENTS. This Indemnification Agreement supersedes all prior
agreements between the Corporation and Indemnitee with respect to the subject
matter herein provided.
In witness whereof, the parties have signed and sealed this Indemnification
Agreement this ____ day of ____________, 2003.
AWARE, INC. INDEMNITEE
By: _____________________________ _____________________________
Its: Print Name:
