Officer And Director Indemnification Agreement

Exhibit 10.5


INDEMNITY AGREEMENT


This INDEMNITY AGREEMENT is made as of the 18th day of March, 2003 by and between Conrad Industries, Inc., a Delaware corporation (the "Corporation") and __________ ("Indemnitee").


In consideration of Indemnitee's service after the date hereof, the Corporation and Indemnitee do hereby agree as follows:


Section 1. Agreement to Serve. Indemnitee shall serve or continue to serve as a director and/or officer of the Corporation, and as a director, officer, employee or agent of any other corporation, subsidiary, partnership, joint venture, trust or other enterprise of which Indemnitee is serving at the request of the Corporation, and agrees to serve in such capacities for so long as Indemnitee is duly elected or appointed and qualified or until such earlier time as Indemnitee tenders his or her resignation in writing. This Agreement shall continue in force after Indemnitee has ceased to serve as a director and/or officer of the Corporation.


Section 2. Definitions. As used in this Agreement:


(a) "Change in Control" has the same meaning as in the Corporation's 2002 Stock Plan.


(b) "Claim" means any threatened, pending or completed claim, action, suit or proceeding, including appeals, whether civil, criminal, administrative or investigative and whether made judicially or extra-judicially, including any action by or in the right of the Corporation, or any separate issue or matter therein, as the context requires.


(c) "Covered Representative" means (i) a director, officer, employee or agent of the Corporation or (ii) a person serving at the request of the Corporation as a director, officer, employee or agent of another corporation, subsidiary, partnership, joint venture, trust or other enterprise.


(d) "Determining Body" means the Board of Directors if Indemnitee is no longer a director of or employed by the Corporation. Otherwise, Determining Body means (i) those members of the Board of Directors who are not named as parties to the Claim for which indemnification is being sought ("Impartial Directors"), acting by majority vote, even though less than a quorum, or (ii) a committee of Impartial Directors appointed by majority vote of the Impartial Directors, even though less than a quorum, or (iii) if there are no Impartial Directors or if the Impartial Directors so direct, independent legal counsel in a written opinion or (iv) the stockholders.


(e) "Disbursing Officer" means the President of the Corporation or, if the President has a direct or indirect interest in the Claim for which indemnification is being sought, any officer who does not have such an interest and who is designated by the Determining Body to be the Disbursing Officer with respect to indemnification requests related to the Claim, which


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designation shall be made promptly after receipt of the initial request for indemnification with respect to such Claim.


(f) "Expenses" means any expenses or costs including, without limitation, attorney's fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, appeal bonds and all other disbursements or expenses customarily incurred in connection with asserting, defending, settling, being or preparing to be a witness in, or otherwise participating in, a Claim. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of any Judgments (as defined below).


(g) "Insurance Policy" means the Directors and Officers Liability Policy (identified as Policy No. 59-1CM0390) that the Corporation has obtained from St. Paul Mercury Insurance Corporation on behalf of its directors and officers for the policy period commencing June 9, 2001 and ending June 9, 2004.


(h) "Judgments" means any judgments, fines, punitive or exemplary damages, penalties or excise taxes levied against Indemnitee.


Section 3. Limitation of Liability. To the fullest extent permitted by the Corporation's certificate of incorporation (as in effect on the date hereof), Indemnitee shall not be liable for any breach of his or her fiduciary duty. If and to the extent such provisions are amended to permit further limitations of liability, Indemnitee shall not be liable for any breach of his or her fiduciary duty to the fullest extent permitted after any such amendment.


Section 4. Maintenance of Insurance.


(a) The Corporation represents and warrants that it presently maintains in force and effect the Insurance Policy. Subject only to the provisions of Section 4(b) hereof, the Corporation hereby agrees that, so long as Indemnitee shall continue to serve as a Covered Representative and thereafter so long as Indemnitee shall be subject to any possible Claim by reason of Indemnitee's service as a Covered Representative, the Corporation shall use its commercially reasonable efforts to purchase and maintain in effect for the benefit of Indemnitee one or more valid and enforceable policies of directors and officers liability insurance providing coverage at least comparable, in all material respects, to that provided pursuant to the Insurance Policy.


(b) The Corporation shall not be required to purchase and maintain the Insurance Policy or any comparable policy if directors and officers liability insurance is not reasonably available or if, in the reasonable business judgment of the then directors of the Corporation, there is insufficient benefit to the Corporation from such insurance; provided that if the Corporation purchases directors and officers liability insurance for its then current directors, it shall provide coverage for Indemnitee that is the same in all material respects as such coverage.


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Section 5. Indemnification.


(a) The Corporation shall indemnify and advance Expenses to Indemnitee when Indemnitee is a party or is threatened to be made a party to any Claim by reason of the fact that Indemnittee is or was a Covered Representative to the fullest extent permitted by applicable law in effect on the date hereof or as such laws may from time to time be amended.


(b) Without limiting the generality of Section 5(a) hereof, the Corporation agrees that it shall indemnify Indemnitee as follows:


(i) The Corporation shall indemnify Indemnitee when Indemnitee is a
party or is threatened to be made a party to any Claim (other than an
action by or in the right of the Corporation) by reason of the fact that
Indemnitee is or was a Covered Representative against Expenses, Judgments,
and amounts paid in settlement actually and reasonably incurred by
Indemnitee (net of any insurance proceeds received by Indemnitee or paid on
Indemnitee's behalf) in connection with such Claim if Indemnitee acted in
good faith and in a manner Indemnitee reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
Indemnitee's conduct was unlawful. The termination of any Claim by
judgment, order, settlement, conviction or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that
Indemnitee did not act in good faith and in a manner which Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that Indemnitee's conduct was unlawful.


(ii) The Corporation shall indemnify Indemnitee when Indemnitee is a
party or is threatened to be made a party to any Claim brought by or in the
right of the Corporation to procure a judgment in its favor by reason of
the fact that Indemnitee is or was a Covered Representative against
Expenses actually and reasonably incurred by Indemnitee (net of any
insurance proceeds received by Indemnitee or paid on Indemnitee's behalf)
in connection with the defense or settlement of such Claim if Indemnitee
acted in good faith and in a manner Indemnitee reasonably believed to be in
or not opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any Claim, issue or matter as
to which Indemnitee shall have been adjudged to be liable to the
Corporation unless and only to the extent that the Court of Chancery of the
State of Delaware or the court in which such Claim 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 indemnification for such Expenses which the Court of
Chancery or such other court shall deem proper.


(iii) Any indemnification under the circumstances specified in
Subsections 5(b)(i) or (ii) hereunder (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of Indemnitee is proper in the
circumstances because Indemnitee has met the applicable standard of conduct
set forth in Subsections 5(b)(i) or (ii) hereof (the "Standard of
Conduct"). Such


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determination shall be made by the Determining Body in accordance with
Section 7 herein.


(c) Notwithstanding the other provisions of this Section 5, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding referred to in Subsections 5(b)(i) and (ii), or in defense of any Claim, issue or matter therein, Indemnitee shall be indemnified by the Corporation against Exp ...