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Exh 10.1 - Form of Indemnification Agreement

This is an actual contract by Elizabeth Arden.

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INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into this _____ day of ______________, 20___, by and between [ ] (the "Indemnitee") and Elizabeth Arden, Inc., a Florida corporation (the "Corporation").

WITNESSETH

WHEREAS , the Board of Directors of the Corporation (the "Board of Directors") has reviewed and analyzed the protection from liability available to directors or officers of the Corporation (hereinafter, "Directors" or "Officers") and its subsidiaries under the Corporation's existing corporate documents and applicable law; and

WHEREAS , it is essential to the Corporation to attract and retain the most capable persons available as Directors and/or Officers; and

WHEREAS , the Board of Directors has determined that highly competent persons will be difficult to attract and retain as Directors and/or Officers unless they are adequately protected against liabilities incurred in performance of their duties in such capacity; and

WHEREAS , the Board of Directors has determined that the use of indemnification agreements will allow the Corporation to offer additional appropriate protection from liability to its Directors or Officers; and

WHEREAS , the Indemnitee is a Director and/or Officer; and

WHEREAS, the indemnification and advancement provisions of Section 607.0850 of the Florida Business Corporation Act (the "FBCA"), and Article VI of the Articles of Incorporation of the Corporation (the "Articles of Incorporation") expressly provide that they are non-exclusive; and

NOW THEREFORE, in consideration of the Indemnitee's services to the Corporation, the mutual agreements and covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1. Definitions. For purposes of this Agreement:

(a) " Change in Control " shall mean, and a Change in Control shall be deemed to have occurred if, on or after the date of this Agreement, (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the " Act ")), other than (A) a trustee or other fiduciary holding securities under an employee benefit plan of one or more of the Corporation, or any of its subsidiaries, as the case may be, acting in such capacity or (B) a corporation owned directly or indirectly by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Corporation representing more than thirty-five percent (35%) of the total voting power represented by the Corporation's then outstanding Voting Securities ( as defined below), (ii) on the first day that individuals who as of the Effective Date constitute the Board of Directors and any new director whose election by the Board of Directors or nomination for election by the Corporation's stockholders was approved by a vote of at least a majority of the Directors then still in office who either were Directors at the Effective Date or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (iii) the stockholders of the Corporation approve a merger or consolidation of the Corporation with any other corporation other than a merger or consolidation that would result in the Voting Securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least eighty percent (80%) of the total voting power represented by the Voting Securities of the Corporation or such survivin g entity outstanding immediately after such merger or consolidation, (iv) the stockholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of (in one transaction or a series of related transactions) all or substantially all of the Corporation's assets, or (v) the Corporation shall file or have filed against it, and such filing shall not be dismissed, any bankruptcy, insolvency or dissolution proceedings, or a trustee, administrator or creditors committee shall be appointed to manage or supervise the affairs of the Corporation.

(b) " Corporate Status " describes the status of a person who is serving or has served (i) as a director or officer of the Corporation, (ii) in any capacity with respect to any employee benefit plan of the Corporation, or (iii) as a director, partner, trustee, officer, employee or agent of any other Entity at the request of the Corporation. For purposes of this Agreement, an officer or director of the Corporation who is serving or has served as a director, partner, trustee, officer, employee or agent of a Subsidiary shall be deemed to be serving at the request of the Corporation.

(c) " Disinterested Director " means a director of the Corporation who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(d) " Effective Date " means the date first listed above.

(e) " Entity " shall mean any corporation, partnership, limited liability company, joint venture, foundation, association, organization or other legal entity.

(f) " Expenses " shall mean all fees, costs and expenses incurred in connection with any Proceeding (as defined below), including, without limitation, attorneys' fees, disbursements and retainers, fees and disbursements of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), court costs, transcript costs, fees of experts, travel expenses, duplicating, printing and binding costs, telephone and fax transmission charges, postage, delivery services, secretarial services, and other disbursements and expenses.

(g) " Independent Counsel " means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither presently is, nor in the past five years has been, retained to represent: (i) the Corporation or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or Indemnitee in an action to determine Indemnitee's rights under this Agreement.

(h) " Liabilities " shall mean judgments, damages, liabilities, losses, penalties, excise taxes (including with respect to employee benefit plans), fines and amounts paid in settlement.

(i) " Proceeding " includes any threatened, pending or completed action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative, or formal or informal, including appeals, except one initiated by an Indemnitee pursuant to Section 10 or Section 13(b) of this Agreement to enforce his rights under this Agreement.

(j) " Subsidiary " shall mean any Entity of which the Corporation owns (either directly or through or together with another Subsidiary of the Corporation) either (i) a general partnership, managing membership or other similar interest or (ii) fifty percent (50%) or more of the (A) voting power of the voting capital equity interests of such Entity, or (B) outstanding voting capital stock or other voting equity interests of such Entity.

(k) " Voting Securities " means securities of the Corporation that entitle the holder to vote for the election of Directors.

Section 2. Services by Indemnitee . In consideration of the Corporation's covenants and commitments hereunder, Indemnitee agrees to continue to serve as a Director or Officer. However, this Agreement shall not impose any obligation on Indemnitee or the Corporation to continue Indemnitee's service to the Corporation beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

Section 3. Agreement to Indemnify . The Corporation agrees to indemnify Indemnitee as follows:

(a) Subject to the exceptions contained in Section 4 below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Corporation) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Corporation 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 ") if (i) 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 (ii) with respect to any criminal action or proceeding, Indemnitee had no reasonable cause to believe that Indemnitee's conduct was unlawful.

(b) Subject to the exceptions contained in Section 4 below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Corporation against all Indemnifiable Expenses and amounts paid in settlement 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, except that no indemnification shall be made under this subsection in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged by a court of competent jurisdiction to be liable to the Corporation, unless, and only to the extent that, the court in which such Proceeding was brought or another court of competent jurisdiction determines upon application that in view of all the circums tances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses and amounts paid in settlement, in which case Indemnitee shall then be entitled to payment in such amount as such court deems proper.

(c) If Indemnitee, in connection with Indemnitee's Corporate Status, is compelled or asked to be a witness in connection with any Proceeding but is not otherwise a party or threatened to be made a party to such Proceeding, Indemnitee shall be indemnified by the Corporation against all Indemnifiable Expenses.

(d) Notwithstanding the exceptions listed in Section 4 below, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding referred to in subsections 3(a) or 3(b), or in defense of any claim, issue, or matter therein, Indemnitee shall be indemnified by the Corporation against Indemnifiable Expenses actually and reasonably incurred by Indemnitee in connection therewith.

(e) If Indemnitee is entitled under any provisions of this Agreement to indemnification by the Corporation for some or a portion of Indemnifiable Amounts but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such Indemnifiable Amounts to which Indemnitee is entitled.

(f) Good Faith Definition . For purposes of this Section 3 only, the Indemnitee shall be deemed to have acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal Proceeding, to have had no reasonable cause to believe the Indemnitee's conduct was unlawful, if such action was based on a reasonable reliance upon any of the following: (a) the records or books of the Corporation or applicable Entity, including financial statements, supplied to the Indemnitee by the officers of such Entity in the course of their duties; (b) the advice of legal counsel for the Corporation or the applicable Entity; or (c) information or records given in reports made to the Corporation or the applicable Entity by its independent certified public accountant or by an appraiser or other expert selected with reasonable care by such entity. T he provisions of this Section 3(f) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Section 3.

Section 4. Exceptions to Indemnification . Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances unless it has been determined in accordance with Section 7 that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, a judgment or other final adjudication establishes that his or her actions, or omissions to act, were material to the cause of action so adjudicated and constitute:

(i) a violation of the criminal law, unless the Indemnitee had reasonable cause to believe
his or her conduct was lawful or had no reasonable cause to believe his or her conduct
was unlawful;

(ii) a transaction from which Indemnitee derived an improper personal benefit;

(iii) in the event the Indemnitee is a director, a circumstance under which the liability
provisions of Section 607.0834 of the FBCA are applicable; or

(iv) willful misconduct or a conscious disregard for the best interests of the Corporation, in
each case, in a Proceeding by or in the right of the Corporation to procure a judgment
in its favor or in a proceeding by or in the right of a shareholder.

Section 5. Advancement of Expenses . The Corporation shall advance all Indemnifiable Expenses within thirty (30) days after the receipt by the Corporation of a written request from Indemnitee for such advancement and on a current basis thereafter, whether prior to or after final disposition of the underlying Proceeding. Such written request shall be accompanied by evidence of the Indemnifiable Expenses incurred by Indemnitee and shall include a written undertaking by or on behalf of Indemnitee to repay any and all amounts advanced if it shall ultimately be determined that Indemnitee is not entitled to indemnification by the Corporation under this Agreement. Indemnitee's repayment undertaking shall be unsecured and interest-free. However, advancement of Indemnifiable Expenses shall not be made to Indemnitee if a judgment or other final adjudication establishes that his or her actions, or omissions to act, were material to the cause o f action so adjudicated and constitute:

(a) a violation of the criminal law, unless the Indemnitee had reasonable cause to believe his or
her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful;

(b) a transaction from which Indemnitee derived an improper personal benefit;

(c) in the event the Indemnitee is a director, a circumstance under which the liability
provisions of Section 607.0834 of the FBCA are applicable; or

(d) willful misconduct or a conscious disregard for the best interests of the Corporation in a Proceeding by or in the right of the Corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder.

Section 6. Defense of the Underlying Proceeding .

(a) Notice by Indemnitee . Upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder, Indemnitee shall notify the Corporation promptly, but in all events no later than the earlier of (i) fourteen (14) days after actual receipt or (ii) as soon as necessary after actual receipt to prevent the Corporation from being materially and adversely prejudiced by late notice.

(b) Option to Control Defense . Subject to the provisions of Section 6(c), in the event the Corporation is obligated to advance Indemnifiable Expenses under Section 5, the Corporation shall have the right to participate in any Proceeding and, at its option, assume the defense of any Proceedin
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