**EXHIBIT 10.56**
**INDEMNIFICATION AGREEMENT**
     This Indemnification Agreement (the “Agreement”) is entered into as ofOctober 30, 2003 by and between Identix Incorporated, a Delaware corporation(the “Company”), and           (“Indemnitee”).
**BACKGROUND**
     A.     The Company and Indemnitee recognize the increasing difficulty inobtaining directors’ and officers’ liability insurance, the significantincreases in the cost of such insurance and the general reductions in thecoverage of such insurance.
     B.     The Company and Indemnitee further recognize the substantial increasein corporate litigation in general, subjecting officers and directors toexpensive litigation risks at the same time as the availability and coverage ofliability insurance has been severely limited.
     C.     Indemnitee does not regard the current protection available under theCompany’s Certificate of Incorporation as adequate under the presentcircumstances, and Indemnitee and other officers and directors of the Companymay not be willing to continue to serve as officers and directors withoutadditional protection against such risks of service to the Company.
     D.     The Company desires to attract and retain the services of highlyqualified individuals, such as Indemnitee, to serve as officers and directorsof the Company and to indemnify its officers and directors so as to providethem with the maximum protection permitted by law.
     E.     The Certificate of Incorporation of the Company provides for theindemnification of directors, officers, employees and other agents of theCompany in certain circumstances. This Agreement shall, with respect toIndemnitee, supersede the indemnification provisions of the Company’sCertificate of Incorporation to the extent they are inconsistent with the termsset forth in this Agreement.
**AGREEMENT**
     NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:
     1.     Indemnification.
          (a)     Third Party Proceedings. The Company shall indemnify Indemnitee**,**hisexecutors, administrators or assigns**,**if Indemnitee is or was a party or isthreatened to be made a party to any threatened, pending or completed action**,**claim, suit or proceeding, whether civil, criminal, administrative orinvestigative (other than an action by or in the right of the Company) byreason of the fact that Indemnitee is or was a director, officer, employee**,**agent or fiduciary of the Company, or any subsidiary of the Company, by reasonof any action or inaction on the part of Indemnitee while an officer ordirector or by reason of the fact that Indemnitee is or was serving at therequest of the Company as a director, officer, employee**,**agent or fiduciary ofanother corporation, partnership, joint venture, trust or other enterprise,against expenses**,**
 

 

including without limitation, attorney’s **fees**anddisbursements and costs of attachment or similar bonds, costs, damages**,**judgments, investigations, fines and amounts paid in settlement actually andreasonably incurred by Indemnitee in connection with such action or proceedingif Indemnitee acted in good faith and in a manner Indemnitee reasonablybelieved to be in or not opposed to the best interests of the Company, and,with respect to any criminal action or proceeding, had no reasonable cause tobelieve Indemnitee’s conduct was unlawful. The termination of any action orproceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere or its equivalent, shall not, of itself, create a presumption that(i) Indemnitee did not act in good faith and in a manner which Indemniteereasonably believed to be in or not opposed to the best interests of theCompany, or (ii) with respect to any criminal action or proceeding, Indemniteehad reasonable cause to believe that Indemnitee’s conduct was unlawful.
          (b)     Proceedings by or in the Right of the Company. The Company shallindemnify Indemnitee, his executors, administrators or assigns if Indemniteewas or is a party or is threatened to be made a party to any threatened,pending or completed action, claim, suit or proceeding by or in the right ofthe Company or any subsidiary of the Company to procure a judgment in its favorby reason of the fact that Indemnitee is or was a director, officer, employee,agent or fiduciary of the Company, or any subsidiary of the Company, by reasonof any action or inaction on the part of Indemnitee while an officer ordirector or by reason of the fact that Indemnitee is or was serving at therequest of the Company as a director, officer, employee or, agent or fiduciaryof another corporation, partnership, joint venture, trust or other enterprise,against expenses**,**including without limitation, attorney’s fees anddisbursements and costs of attachment or similar bonds**,**costs**,**damages,judgments, investigations, fines and amounts paid in settlement, in each caseto the extent actually and reasonably incurred by Indemnitee in connection withthe defense or settlement of such action or proceeding if Indemnitee acted ingood faith and in a manner Indemnitee reasonably believed to be in or notopposed to the best interests of the Company and its stockholders, except thatno indemnification shall be made in respect of any claim, issue or matter as towhich Indemnitee shall have been adjudged to be liable to the Company in theperformance of Indemnitee’s duty to the Company and its stockholders unless andonly to the extent that the court in which such action or proceeding is or waspending shall determine upon application that, in view of all the circumstancesof the case, Indemnitee is fairly and reasonably entitled to indemnity forexpenses and then only to the extent that the court shall determine.
          (c)     Indemnification as a Witness. Notwithstanding any other provision ofthis Agreement, to the extent that Indemnitee by reason of his position as adirector, officer, employee, agent or fiduciary of the Company, or a positionwith another entity at the request of the Company, is a witness in any action,suit or proceeding, Indemnitee shall be indemnified and held harmless againstall costs and expenses actually and reasonably incurred by Indemnitee onIndemnitee’s behalf in connection therewith.
     2.     Expenses; Indemnification Procedure.
          (a)     Advancement of Expenses. The Company shall advance all expensesincurred by Indemnitee in connection with the investigation, defense,settlement or appeal of any civil or criminal action or proceeding referencedin Section 1(a) or 1(b) of this Agreement (but not
2

 

amounts actually paid insettlement of any such action or proceeding). Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that,it shall ultimately be determined that Indemnitee is not entitled to beindemnified by the Company as authorized hereby. The advances to be madehereunder shall be paid by the Company to Indemnitee within 20 days afterdelivery of a written request therefor by Indemnitee to the Company.
          (b)     Notice and Cooperation by Indemnitee. Indemnitee shall, as acondition precedent to his or her right to be indemnified under this Agreement,give the Company notice in writing as soon as practicable of any claim madeagainst Indemnitee for which indemnification will or could be sought under thisAgreement. Notice to the Company shall be directed to the Chief ExecutiveOfficer of the Company at the address set forth on the signature page of thisAgreement (or such other address as the Company shall designate in writing toIndemnitee). Notice shall be deemed received three business days after thedate postmarked if sent by domestic certified or registered mail, properlyaddressed; otherwise notice shall be deemed received upon actual receipt by theCompany. In addition, Indemnitee shall give the Company such information andcooperation as it may reasonably require and as shall be within Indemnitee’spower.
          (c)     Procedure. Any indemnification provided for in Section 1 shall bemade no later than 45 days after receipt of the written request of Indemnitee.If a claim under this Agreement, under any statute, or under any provision ofthe Company’s Certificate of Incorporation or Bylaws providing forindemnification is not paid in full by the Company within 45 days after awritten request for payment thereof has been received by the Company,Indemnitee may, at any time thereafter, bring an action against the Company torecover the unpaid amount of the claim and, subject to Section 13 of thisAgreement, Indemnitee shall also be entitled to be paid for the expenses(including attorneys’ fees) of bringing such action. It shall be a defense toany such action (other than an action brought to enforce a claim for expensesincurred in connection with any action or proceeding in advance of its finaldisposition) that Indemnitee has not met the standards of conduct which make itpermissible under applicable law for the Company to indemnify Indemnitee forthe amount claimed, but the burden of proving such defense shall be on theCompany, and Indemnitee shall be entitled to receive interim payments ofexpenses pursuant to Subsection 2(a) unless and until such defense may befinally adjudicated by court order or judgment from which no further right ofappeal exists. It is the parties’ intention that if the Company contestsIndemnitee’s right to indemnification, the question of Indemnitee’s right toindemnification shall be for the court to decide, and neither the failure ofthe Company (including its Board of Directors, any committee or subgroup of theBoard of Directors, independent legal counsel, or its stockholders) to havemade a determination that indemnification of Indemnitee is proper in thecircumstances because Indemnitee has met the applicable standard of conductrequired by applicable law, nor an actual determination by the Company(including its Board of Directors, any committee or subgroup of the Board ofDirectors, independent legal counsel, or its stockholders) that Indemnitee hasnot met such applicable standard of conduct, shall create a presumption thatIndemnitee has or has not met the applicable standard of conduct.
          (d)     Notice to Insurers. If, at the time of the receipt of a notice of aclaim pursuant to Section 2(b) of this Agreement, the Company has directors’and officers’ liability insurance in effect, the Company shall give promptnotice of the commencement of such proceeding to the insurers in accordancewith the procedures set forth in the respective policies. The Company shallthereafter take all necessary or desirable
3

 

action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of suchproceeding in accordance with the terms of such policies.
          (e)     Selection of Counsel. In the event the Company shall be obligatedunder Section 2(a) hereof to pay the expenses of any proceeding againstIndemnitee, the Company, if appropriate, shall be entitled to assume thedefense of such proceeding, with counsel approved by Indemnitee, which approvalshall not be unreasonably withheld, upon the delivery to Indemnitee of writtennotice of its election so to do. After delivery of such notice, approval ofsuch counsel by Indemnitee and the retention of such counsel by the Company,the Company will not be liable to Indemnitee under this Agreement for any feesof counsel subsequently incurred by Indemnitee with respect to the sameproceeding, provided that (i) Indemnitee shall have the right to employ hiscounsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) theemployment of counsel by Indemnitee has been previously authorized by theCompany, (B) Indemnitee shall have reasonably concluded that there may be aconflict of interest between the Company and Indemnitee in the conduct of anysuch defense or (C) the Company shall not, in fact, have employed counsel toassume the defense of such proceeding, then the fees and expenses ofIndemnitee’s counsel shall be borne by the Company.
     3.     Additional Indemnification Rights; Nonexclusivity.
          (a)     Scope. Notwithstanding any other provision of this Agreement, theCompany hereby agrees to indemnify the Indemnitee to the fullest extentpermitted by law, notwithstanding that such indemnification is not specificallyauthorized by the other provisions of this Agreement, the Company’s Certificateof Incorporation, the Company’s Bylaws or by statute. In the event of anychange after the date of this Agreement in any applicable law, statute or rulewhich expands the right of a Delaware corporation to indemnify a member of itsboard of directors or an officer, such changes shall be, ipso facto, within thepurview of Indemnitee’s rights and the Company’s obligations under thisAgreement. In the event of any change in any applicable law, statute or rulewhich narrows the right of a Delaware corporation to indemnify a member of itsboard of directors or an officer, such changes, to the extent not otherwiserequired by such law, statute or rule to be applied to this Agreement shallhave no effect on this Agreement or the parties’ rights and obligationshereunder.
          (b)     Nonexclusivity. The indemnification provided by this Agreement shallnot be deemed exclusive of any rights to which Indemnitee may be entitled underthe Company’s Certificate of Incorporation, its Bylaws, any agreement, any voteof stockholders or disinterested directors, the Delaware General CorporationLaw, or otherwise, both as to action in Indemnitee’s official capacity and asto action in another capacity while holding such office. The indemnificationprovided under this Agreement shall continue as to Indemnitee for any actiontaken or not taken while serving in an indemnified capacity even though he mayhave ceased to serve in such capacity at the time of any action or othercovered proceeding.
     4.     Partial Indemnification. Notwithstanding any other provision of thisAgreement, to the extent that Indemnitee is, by reason of Indemnitee’s positionas a director, officer, employee, agent or fiduciary of the Company, or aposition with another entity at the request of the Company, is a party to andis successful, on the merits or otherwise, in any action, claim, suit orproceeding, Indemnitee shall be indemnified against all expenses actually andreasonably incurred by Indemnitee Indemnitee’s behalf in connection therewith.If Indemnitee is not wholly successful in any such action, claim, suit orproceeding but is successful, on the merits or
4

 

otherwise, as to one or more but less than all claims, issues or mattersin any such action, claim, suit or proceeding, the Company shall indemnifyIndemnitee against all expenses actually and reasonably incurred by him or onhis behalf in connection with each successfully resolved claim, issue ormatter**.**For purposes of this Section and without limitation, the terminationof any claim, issue or matter in such an action, claim, suit or proceeding bydismissal, with or without prejudice, shall be deemed to be a successful resultas to such claim.
     5.     Mutual Acknowledgement. Both the Company and Indemnitee acknowledgethat in certain instances, federal law or applicable public policy may prohibitthe Company from indemnifying its directors and officers under this Agreementor otherwise. Indemnitee understands and acknowledges that the Company hasundertaken or may be required in the future to undertake with the Securitiesand Exchange Commission to submit the question of indemnification to a court incertain circumstances for a determination of the Company’s right under publicpolicy to indemnify Indemnitee.
     6.     Directors’ and Officers’ Liability Insurance. The Company shall obtainand maintain a policy or policies of insurance with reputable insurancecompanies providing the officers and directors of the Company with coverage forlosses from wrongful acts, and to ensure the Company’s performance of itsindemnification obligations under this Agreement. Among other considerations,the Company will weigh the costs of obtaining such insurance coverage againstthe protection afforded by such coverage. In all policies of directors’ andofficers’ liability insurance, Indemnitee shall be named as an insured in sucha manner as to provide Indemnitee the same rights and benefits as are accordedto the most favorably insured of the Company’s directors, if Indemnitee is adirector; or of the Company’s officers, if Indemnitee is not a director of theCompany but is an officer; or of the Company’s key employees, if Indemnitee isnot an officer or director but is a key employee. Notwithstanding theforegoing, the Company shall have no obligation to obtain or maintain suchinsurance if the Company determines in good faith that such insurance is notreasonably available, if the premium costs for such insurance aredisproportionate to the amount of coverage provided, if the coverage providedby such insurance is limited by exclusions so as to provide an insufficientbenefit, or if Indemnitee is covered by similar insurance maintained by asubsidiary or parent of the Company but, in that event, shall immediatelynotify Indemnitee of such decision in advance of its implementation such thatIndemnitee does not take further actions in his capacity as a director orofficer without knowledge that insurance will not be provided or will bereduced in the future period in question.
     7.     Severability. Nothing in this Agreement is intended to require orshall be construed as requiring the Company to do or fail to do any act inviolation of applicable law. The Company’s inability, pursuant to court order,to perform its obligations under this Agreement shall not constitute a breachof this Agreement. The provisions of this Agreement shall be severable asprovided in this Section. If this Agreement or any portion hereof shall beinvalidated on any ground by any court of competent jurisdiction, then theCompany shall nevertheless indemnify Indemnitee to the full extent permitted byany applicable portion of this Agreement that shall not have been invalidated(including without limitation, each portion of any Section of this Agreementcontaining any such provision held to be invalid, illegal or unenforceable,that is not itself invalid, illegal or unenforceable), and the balance of thisAgreement not so invalidated shall be construed so as to give effect to theintent manifested bythe provision held invalid, illegal and shall be enforceable in accordancewith its terms.
5

 

     8.     Exceptions. Any other provision herein to the contrarynotwithstanding, the Company shall not be obligated pursuant to the terms ofthis Agreement:
          (a)     Excluded Acts. To indemnify Indemnitee for any acts or omissions ortransactions from which a director may not be relieved of liability under theDelaware General Corporation Law; or
          (b)     Claims Initiated by Indemnitee. To indemnify or advance expenses toIndemnitee with respect to proceedings or claims initiated or broughtvoluntarily by Indemnitee and not by way of defense, except with respect toproceedings brought to establish or enforce a right to indemnification underthis Agreement or any other statute or law or otherwise as required, underDelaware General Corporation Law, but such indemnification or advancement ofexpenses may be provided by the Company in specific cases if the Board ofDirectors has approved the initiation or bringing of such suit; or
          (c)     Lack of Good Faith. To indemnify Indemnitee for any expenses incurredby the Indemnitee with respect to any proceeding instituted by Indemnitee toenforce or interpret this Agreement, if a court of competent jurisdictiondetermines that each of the material assertions made by the Indemnitee in suchproceeding was not made in good faith or was frivolous; or
          (d)     Insured Claims. To indemnify Indemnitee for expenses or liabilitiesof any type whatsoever (including, but not limited to, judgments, fines, ERISAexcise taxes or penalties, and amounts paid in settlement) which have been paiddirectly to Indemnitee by an insurance carrier under a policy of directors’ andofficers’ liability insurance maintained by the Company; or
          (e)     Claims Under Section 16(b). To indemnify Indemnitee for expenses andthe payment of profits arising from the purchase and sale by Indemnitee ofsecurities in violation of Section 16(b) of the Securities Exchange Act of1934, as amended, or any similar successor statute.
     9.     Effectiveness of Agreement. This Agreement shall be effective as ofthe date set forth on the first page and may apply to acts or omissions ofIndemnitee which occurred prior to such date if Indemnitee was an officer,director, employee**,**agent or fiduciary of the Company, or was serving at therequest of the Company as a director, officer, employee**,**agent or fiduciary ofanother corporation, partnership, joint venture, trust or other enterprise, atthe time such act or omission occurred.
     10.     Construction of Certain Phrases.
          (a)     For purposes of this Agreement, references to the “Company” shallinclude, in addition to the resulting corporation, any constituent corporation(including any constituent of a constituent) absorbed in a consolidation ormerger which, if its separate existence had continued, would have had power andauthority to indemnify its directors, officers, employees or agents, so that ifIndemnitee is or was a director, officer, employee or agent of such constituentcorporation, or is or was serving at the request of such constituentcorporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or
6

 

other enterprise, Indemnitee shall stand in the same position under theprovisions of this Agreement with respect to the resulting or survivingcorporation as Indemnitee would have with respect to such constituentcorporation if its separate existence had continued.
          (b)     For purposes of this Agreement, references to “other enterprises”shall include employee benefit plans or administrative committees thereof;references to “fines” shall include any excise taxes assessed on Indemniteewith respect to an employee benefit plan; and references to “serving at therequest of the Company” shall include any service as a director, officer,employee or, agent or trustee of the Company which imposes duties on, orinvolves services by, such director, officer, employee or agent with respect toan employee benefit plan, its participants, or beneficiaries.
     11.     Counterparts. This Agreement may be executed in one or morecounterparts, each of which shall constitute an original.
     12.     Successors and Assigns. This Agreement shall be binding upon theCompany and its successors and assigns, and shall inure to the benefit ofIndemnitee and Indemnitee’s estate, heirs, legal representatives and assigns.
     13.     Attorneys’ Fees. In the event that any action is instituted byIndemnitee under this Agreement to enforce or interpret any of the termshereof, Indemnitee shall be entitled to be paid all court costs and expenses,including attorneys’ fees, incurred by Indemnitee with respect to such action,unless as a part of such action, the court of competent jurisdiction determinesthat each of the material assertions made by Indemnitee as a basis for suchaction were not made in good faith or were frivolous. In the event of anaction instituted by or in the name of the Company under this Agreement or toenforce or interpret any of the terms of this Agreement, Indemnitee shall beentitled to be paid all court costs and expenses, including attorneys’ fees,incurred by Indemnitee in defense of such action (including with respect toIndemnitee’s counterclaims and cross claims made in such action), unless as apart of such action the court determines that each of Indemnitee’s materialdefenses to such action were made in bad faith or were frivolous.
     14.     Notice. All notices, requests, demands and other communications underthis Agreement shall be in writing and shall be deemed duly given (i) ifdelivered by hand, on the date of receipt, or (ii) if mailed by domesticcertified or registered mail properly addressed and with postage prepaid, onthe third business day after the date postmarked. Addresses for notice toeither party are as set forth on the signature page of this Agreement, or assubsequently modified by written notice.
     15.     Consent to Jurisdiction. The Company and Indemnitee each herebyirrevocably consent to the jurisdiction of the courts of the State of Delawarefor all purposes in connection with any action or proceeding which arises outof or relates to this Agreement and agree that any action instituted under thisAgreement shall be brought only in the state courts of the State of Delaware.
     16.     Choice of Law. This Agreement shall be governed by and its provisionsconstrued and enforced in accordance with the laws of the State of Delaware asapplied to contracts between Delaware residents entered into and to beperformed entirely within Delaware.
7

 

     17.     Modification and Waiver. No supplement, modification or amendment ofthis Agreement shall be binding unless executed in writing by both of theparties hereto. No waiver of any of the provisions of this Agreement shall bedeemed or shall constitute a waiver of any other provisions hereof (whether orno similar) nor shall such wavier constitute a continuing waiver.
     IN WITNESS WHEREOF, the parties hereto have executed this IndemnificationAgreement as of the date first above written.    THE COMPANY:Identix Incorporated 5600 Rowland Rd. Minnetonka, MN 55343         By      Name:  Title:    INDEMNITEE:    By      Name:  Title:     Address:      
8