Indemnity Agreement

THIS INDEMNITY AGREEMENT (this "AGREEMENT") entered into, effective as of ____________, 1996, between THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION, a Delaware corporation (the "COMPANY"), and ______________________________ ("INDEMNITEE"),


W I T N E S S E T H T H A T :


WHEREAS, it is essential to the Company to retain and attract as directors the most capable persons available; and


WHEREAS, both the Company and Indemnitee recognize the risk of litigation and other claims currently being asserted against such persons; and


WHEREAS, in recognition of Indemnitee's need for substantial protection against personal liability and in order to enhance Indemnitee's continued and effective service to the Company, the Company desires to provide for the indemnification of, and the advancing of expenses to, Indemnitee to the fullest extent permitted by law and as set forth in this Agreement;


NOW, THEREFORE, in consideration of the foregoing and intending to be legally bound hereby, the parties hereto agree as follows:


1. CERTAIN DEFINITIONS. As used in this Agreement, the capitalized terms listed below shall have the meanings ascribed to them as follows:


1.1 BOARD. The Board of Directors of the Company.


1.2 EXPENSES. Any expense, liability, or loss, including attorneys' fees, judgments, fines, ERISA excise taxes and penalties, amounts paid or to be paid in settlement, any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, paid or incurred in connection with investigating, defending, being a


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witness in, or participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding relating to any Indemnifiable Event.


1.3 INDEMNIFIABLE EVENT. Any event or occurrence that takes place either prior to or after the execution of this Agreement (a) related to the fact that Indemnitee:


(1) is, or has agreed to serve as, a director of the Company; or


(2) while a director of the Company serves at the request of the Company as a director, officer, employee, trustee, agent, or fiduciary of another foreign or domestic corporation, partnership, joint venture, employee benefit plan, trust, or other enterprise, and


(b) related to anything done or not done by Indemnitee in any such capacity, whether or not the basis of the Proceeding is alleged action in an official capacity while serving as described in CLAUSES (1) OR (2) above.


1.4 PROCEEDING. Any threatened, pending, or completed action, suit, or proceeding, or any inquiry, hearing, or investigation, whether conducted by the Company or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit, or proceeding, whether civil, criminal, administrative, investigative or other.


2. AGREEMENT TO INDEMNIFY. In the event Indemnitee is, or becomes a party to, or witness or other participant in, or is threatened to be made a party to, or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee from and against any and all Expenses to the fullest extent permitted by law, as the same exists or may hereafter be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were permitted prior thereto). The rights to receive indemnification and the advancement of Expenses under this Agreement are not exclusive of any other rights which Indemnitee may be entitled or subsequently entitled under any statute, the Company's Certificate of Incorporation or Bylaws, by vote of the shareholders or the


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Board, or otherwise. To the extent that a change in applicable law (whether by statute or judicial decision) or the Bylaws permits greater indemnification than is currently provided for an Indemnifiable Event, Indemnitee shall be entitled to such greater indemnification under this Agreement.


2.1 PARTIAL INDEMNIFICATION. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.


2.2 PROHIBITED INDEMNIFICATION. Subject only to SECTION 2.3 below, no indemnification nor Expense Advance (as defined in SECTION 3.1 below) pursuant to this Agreement shall be paid by the Company:


(a) In connection with any Proceeding initiated by Indemnitee against
the Company or any director or officer of the Company unless the Company
has joined in, or the Board has consented to, the initiation of such
Proceeding, or the Proceeding is one to enforce indemnification rights
under SECTION 5 below;


(b) To the extent Indemnitee settles or otherwise disposes of a
Proceeding or causes the settlement or disposal of a Proceeding without the
Company's express prior written consent (which shall not be unreasonably
withheld) unless Indemnitee receives court approval for such settlement or
other disposition where the Company had the opportunity to oppose
Indemnitee's request for such court approval;


(c) With regard to any judicial award if the Company was not given a
reasonable and timely opportunity, at its expense, to participate in the
defense of such action unless the Company's participation in such
Proceeding was barred by this Agreement or the court in such Proceeding; or


(d) For any acts, omissions, transactions or circumstances for which
indemnification is prohibited by applicable state or federal law or until
any preconditions imposed upon, or agreed to by, the Company by or with any
court or governmental agency are satisfied.


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3. Expense Advances
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3.1 ADVANCE OF EXPENSES TO INDEMNITEE. Expenses incurred by Indemnitee in any Proceeding for which indemnification may be sought under this Agreement shall be advanced by the Company to Indemnitee within 20 days after receipt by the Company of a stateme ...