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Indemnification Agreement

This is an actual contract by Great Dane Holdings.

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EXHIBIT 10.39


INDEMNIFICATION AGREEMENT


[Date]


[Name] [Address]


Dear


In consideration of your continued service as an officer or director of Great Dane Holdings Inc. (the "Company"), the Company shall to the extent provided herein indemnify you and hold you harmless from and against any and all "Losses" (as defined below) which you may incur by reason of your election or service as a director, officer, employee, agent, fiduciary or representative of the Company or any "Related Entity" (as defined below) to the fullest extent permitted by law.


1. (a) "Losses" mean all liabilities, "Costs and Expenses" (as defined below), amounts of judgments, fines, penalties or excise taxes (or other amounts assessed, surcharged or levied under the Employee Retirement Income Security Act of 1974, as amended) and amounts paid in settlement of or incurred in defense of any settlement in connection with any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether brought by or in the right of the Company or otherwise, and appeals in which you may become involved, as a party or otherwise, by reason of acts or omissions in your capacity as and while serving as a director, officer, employee, agent, fiduciary or representative of the Company or any Related Entity.


(b) A "Related Entity" means any corporation, partnership, joint venture, trust or other entity or enterprise in which the Company is in any way interested, or in or as to which you are serving at the Company's request or on its behalf, as a director, officer, employee, agent, fiduciary or representative including, but not limited to, any employee benefit plan or any corporation of which the Company or any Related Entity is, directly or indirectly, a stockholder or creditor.


(c) "Costs and Expenses" means all reasonable costs and expenses incurred by you in investigating, defending or appealing any threatened, pending or completed claim, action, suit or proceeding including, without limitation, counsel fees and disbursements.


2. Costs and Expenses shall be paid promptly by the



Company as they are incurred or shall be advanced on your behalf as may be appropriate against delivery of invoices therefor (whether or not it may ultimately be determined that you are entitled to be indemnified by the Company on account thereof); provided, however, that if it shall ultimately be determined by final decision of a court of competent jurisdiction that you are not entitled to be indemnified on account of any costs or expenses for which you have theretofore received payment or reimbursement, you shall promptly repay such amount to the Company.


3. The Company shall indemnify you and hold you harmless from and against any and all Losses which you may incur if you are a party to or threatened to be made a party to or otherwise involved in any proceeding or action (other than a proceeding or action by or in the right of the Company to procure a judgment in its favor), unless it is determined that you did not act in good faith and in a manner reasonably believed by you to be in, or not opposed to, the best interest of the Company and, in the case of a criminal proceeding or action, in addition, that you had reasonable cause to believe that your conduct was unlawful.


4. The Company shall indemnify you and hold you harmless from and against any and all Losses which you may incur if you are a party to or threatened to be made a party to any proceeding or action by or in the right of the Company to procure a judgment in its favor, unless it is determined that you did not act in good faith and in a manner reasonably believed by you to be in, or not opposed to, the best interest of the Company, except that no indemnification for Losses shall be made under this Paragraph 4 in respect of any claim, issue or matter as to which you shall have been adjudged to be liable to the Company, unless and only to the extent that any court in which such action or proceeding was brought shall de
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