Director Indemnity Agreement

EXHIBIT 10.6


DIRECTOR INDEMNITY AGREEMENT


THIS AGREEMENT is made as of October 10, 2000 by and between Hillenbrand Industries, Inc., an Indiana corporation (the "Corporation"), and _____________________ (the "Director") residing at ___________________________.


WHEREAS, the Corporation is aware that competent and experienced persons are increasingly reluctant to serve as directors of corporations unless they are protected by director liability insurance and/or indemnification, due to the increasing amount of litigation against directors and the increasing expense of defending such claims, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors; and


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


WHEREAS, it is now and has been the express policy of the Corporation to indemnify its directors so as to provide them with the maximum possible protection permitted by law; and


WHEREAS, the Corporation's articles of incorporation and the Indiana Business Corporation Law, by their nonexclusive nature, permit contracts between the Corporation and its directors with respect to indemnification of directors.


NOW, THEREFORE, the Corporation and the Director agree as follows:


1. Definitions. As used in this Agreement:


(a) "expenses" includes all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys' fees and related disbursements and other out-of-pocket costs) actually and reasonably incurred by the Director in connection with the investigation, defense, settlement or appeal of a proceeding or establishing or enforcing a right to indemnification or advancement of expenses under this Agreement; provided, however, that expenses shall not include any judgments, fines, ERISA excise taxes or penalties or amounts paid in settlement of a proceeding.


(b) "proceeding" includes, without limitation, any threatened, pending, or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, whether by a third party or by or in the right of the Corporation, by reason of the fact that the Director is or was a director of the Corporation or, while a director of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, member, manager, trustee, employee, or agent of another foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise, or an affiliate of the Corporation, whether for profit or not.


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2. Indemnity. The Corporation shall indemnify the Director in accordance with the provisions of this Section 2 if the Director is a party to or threatened to be made a party to any proceeding against all expenses, judgments, fines (including any excise tax or penalty assessed with respect to any employee benefit plan) and amounts paid in settlement actually and reasonably incurred by the Director in connection with such proceeding, but only (a) if the Director acted in good faith, and (b) (i) in the case of conduct in the Director's official capacity with the Corporation, if the Director acted in a manner which the Director reasonably believed to be in the best interests of the Corporation, or (ii) in the case of conduct other than in the Director's official capacity with the Corporation, if the Director acted in a manner which the Director reasonably believed was at least not opposed to the best interests of the Corporation, and (c) in the case of a criminal proceeding, the Director had reasonable cause to believe that the Director's conduct was lawful or had no reasonable cause to believe that the Director's conduct was unlawful, and (d) if required by the Indiana Business Corporation Law, as amended or as may be amended, revised or superseded (the "Act"), the Corporation makes a determination that indemnification of the Director is permissible because the Director has met the standard of conduct as set forth in the Act.


3. Indemnification of Expenses of Successful Party. Notwith-standing any other provisions of this Agreement, to the extent that the Director has been wholly successful, on the merits or otherwise, in the defense of any proceeding or in defense of any claim, issue or matter therein, including the dismissal of an action without prejudice, the Corporation shall indemnify the Director against all expenses incurred in connection therewith.


4. Additional Indemnification. Notwithstanding any limitation in Sections 2 or 3, the Corporation shall indemnify the Director to the full extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its directors if the Director is a party to or threatened to be made a party to any proceeding against all expenses, judgments, fines (including any excise tax or penalty assessed with respect to any employee benefit plan) and amounts paid in settlement actually and reasonably incurred by the Director in connection with such proceeding.


5. Exclusions. Notwithstanding any provision in this Agreement, the Corporation shall not be obligated under this Agreement to make any indemnity or advance expenses in connection with any claim made against the Director:


(a) for which payment has actually been made to or on behalf of the Director under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under such insurance or other indemnity provision;


(b) for any transaction from which the Director derived an improper personal benefit;


(c) for recovery of profits resulting from the purchase and sa ...