**Exhibit 10.1**
**LAIDLAW INTERNATIONAL, INC.**
**DIRECTOR /OFFICER INDEMNIFICATION AGREEMENT**
     This Director/Officer Indemnification Agreement, dated as of April 7, 2004(this **“*****Agreement*****”**), is made by and between Laidlaw International, Inc., aDelaware corporation (the **“*****Company*****”**), and(**“*****Indemnitee*****”**).
**RECITALS**:
     A. It is essential to the Company to attract and retain as directors andofficers the most capable persons reasonably available.
     B. Indemnitee is a director and/or officer of the Company.
     C. Both the Company and Indemnitee recognize the increased risk oflitigation and other claims being asserted against directors and/or officers ofpublic companies in today’s environment.
     D. Basic protection against undue risk of personal liability of directorsand officers in the past has been provided to a significant extent throughinsurance coverage providing reasonable protection at reasonable cost; butsubstantial changes in the marketplace for such insurance has made itincreasingly difficult to obtain such insurance.
     E. The current difficulty in obtaining adequate insurance anduncertainties relating to indemnification have increased the risk of beingunable to attract and retain such persons.
     F. The Board of Directors of the Company has determined that the inabilityto attract and retain such persons would be detrimental to the best interestsof the Company and its stockholders and that the Company should seek to assuresuch persons that there will be increased certainty of such protection in thefuture.
     G. In recognition of the need for corporations to be able to inducecapable and responsible persons to accept positions as directors and/or membersof management of business corporations, Delaware law authorizes corporations toindemnify and advance certain expenses to their directors and officers, andfurther authorizes corporations to purchase and maintain insurance for thebenefit of their directors and officers.
     H. The certificate of incorporation and bylaws of the Company require theCompany to indemnify and advance expenses to its directors and officers to thefullest extent permitted by law and the Indemnitee has been serving andcontinues to serve as a director or officer of the Company in part in relianceon such bylaws.
 

 

     I. Therefore, in recognition of the need to provide Indemnitee with theability to resist and defend against unjustified and deficient claims, and withsubstantial protection against personal liability arising from such claims, theincreasing difficulty in obtaining satisfactory director and officer liabilityinsurance coverage and Indemnitee’s reliance on the Company’s bylaws in orderto procure Indemnitee’s continued service as a director and/or officer of theCompany and to enhance Indemnitee’s ability to serve the Company in aneffective manner, and in order to provide such ability and protection pursuantto express contract rights (intended to be enforceable irrespective of, amongother things, any amendment to the Company’s certificate of incorporation orbylaws (collectively, the  **“*****Constituent Documents*****”**), any change in thecomposition of the Company’s Board of Directors (the**“*****Board*****”**) or anychange-in-control or business combination transaction relating to the Company),the Company wishes to provide in this Agreement for the indemnification of andthe advancement of Expenses (as defined in Section 1(e)) to Indemnitee to thefullest extent (whether partial or complete) permitted by law and as set forthin this Agreement and for the continued coverage of Indemnitee under theCompany’s directors’ and officers’ liability insurance policies.
**AGREEMENT**
     NOW, THEREFORE, in consideration of the premises and of Indemniteecontinuing to serve the Company directly or, at its request, through servicewith another enterprise, and intending to be legally bound hereby, the partieshereby agree as follows:
     **1. Certain Definitions.**In addition to terms defined elsewhere herein,the following terms have the following meanings when used in this Agreementwith initial capital letters:
          (a) ***“Change in Control”***means the occurrence after the date of thisAgreement of any of the following events:
               (i) any individual, entity or group (within the meaning of Section13(d)(3) or 14(d)(2) of the Exchange Act) (a**“*****Person*****”**), is or becomes thebeneficial owner (within the meaning of Rule 13d-3 promulgated under theExchange Act), directly or indirectly, of 50% or more of the total voting powerof the then outstanding Voting Stock; *provided*, *however*, that the followingevents shall not constitute or result in a Change in Control: (A) anyacquisition of Voting Stock directly from the Company, (B) any acquisition ofVoting Stock by the Company, (C) any acquisition of Voting Stock by anyemployee benefit plan (or related trust, or any trustee or other fiduciarythereof in such capacity) sponsored or maintained by the Company or anySubsidiary or (D) any acquisition of Voting Stock by any Person pursuant to aBusiness Combination that complies with clauses (A), (B) and (C) of Section1(a)(iii); or
               (ii) during any two-year period, individuals who, as of the beginning ofsuch period, constitute the Board (the**“*****Incumbent Directors*****”**) cease for anyreason (other than death or disability) to constitute at least a majority ofthe Board; *provided*, *however*, that any individual becoming a directorsubsequent to the date hereof whose election, or nomination for election by theCompany’s stockholders, was approved by a vote of at least a majority of thethen Incumbent Directors (either by a specific vote or by approval of the proxystatement of the Company in which such person is named as a nominee fordirector, without objection of the Company to such nomination) shall beconsidered as though such individual were an Incumbent Director, but excludingfor this purpose, any such individual whose initial assumption of office occursas a result of an actual or threatened election contest (as described in Rule14a-12(c) of
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the Exchange Act) with respect to the election or removal of directors orother actual or threatened solicitation of proxies or consents by or on behalfof a Person other than the Board; or
               (iii) consummation of a reorganization, merger or consolidation, or saleor other disposition of all or substantially all of the assets, of the Company(a **“*****Business Combination*****”**), unless, in each case, immediately following suchBusiness Combination, (A) all or substantially all of the individuals andentities who were the beneficial owners of Voting Stock of the Companyimmediately prior to such Business Combination beneficially own, directly orindirectly, more than 50% of the combined voting power of the then outstandingvoting securities entitled to vote generally in the election of directors ofthe entity resulting from such Business Combination (including, withoutlimitation, an entity which as a result of such transaction owns the Company orall or substantially all of the Company’s assets either directly or through oneor more subsidiaries) in substantially the same proportions relative to eachother as their ownership, immediately prior to such Business Combination, ofthe Voting Stock of the Company, (B) no Person (excluding any entity resultingfrom such Business Combination or any employee benefit plan (or related trust,or any trustee or other fiduciary thereof in such capacity) sponsored ormaintained by the Company, any Subsidiary or such entity resulting from suchBusiness Combination) beneficially owns, directly or indirectly, votingsecurities representing 15% or more of the combined voting power of the thenoutstanding voting securities entitled to vote generally in the election ofdirectors of the entity resulting from such Business Combination except to theextent such ownership existed prior to the Business Combination and (C) atleast a majority of the members of the board of directors of the entityresulting from such Business Combination were Incumbent Directors at the timeof the execution of the initial agreement or of the action of the Boardproviding for such Business Combination; or
               (iv) approval by the stockholders of the Company of a plan of completeliquidation or dissolution of the Company, except pursuant to a BusinessCombination that complies with clauses (A), (B) and (C) of Section 1(a)(iii).
               (v) For purposes of this Section 1(a), the following terms shall have thefollowing meanings:
                    (A) **“*****Exchange Act*****”** shall mean the Securities Exchange Act of 1934, asamended, and the rules and regulations promulgated thereunder.
                    (B) ***“Subsidiary”***means an entity in which the Company directly orindirectly beneficially owns 50% or more of the outstanding Voting Stock.
                    (C) ***“Voting Stock”***means securities entitled to vote generally in theelection of directors.
          (b)  **“*****Claim*****”** means (i) any threatened, asserted, pending or completedclaim, demand, action, suit or proceeding, whether civil, criminal,administrative, arbitrative, investigative, pursuant to any alternative disputemechanism or other, and whether made pursuant to federal, state or other law;and (ii) any inquiry or investigation, whether made, instituted or conducted bythe Company or any other party, including without limitation any federal, stateor other governmental entity, that Indemnitee determines might lead to theinstitution of any such claim, demand, action, suit or proceeding.
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          (c) **“*****Controlled Affiliate*****”** means any corporation, limited liabilitycompany, partnership, joint venture, trust or other entity or enterprise,whether or not for profit, that is directly or indirectly controlled by theCompany. For purposes of this definition, “control” means the possession,directly or indirectly, of the power to direct or cause the direction of themanagement or policies of an entity or enterprise, whether through theownership of voting securities, through other voting rights, by contract orotherwise; *provided*that direct or indirect beneficial ownership of capitalstock or other interests in an entity or enterprise entitling the holder tocast 20% or more of the total number of votes generally entitled to be cast inthe election of directors (or persons performing comparable functions) of suchentity or enterprise shall be deemed to constitute control for purposes of thisdefinition.
          (d) **“*****Disinterested Director*****”** means a director of the Company who is notand was not a party to the Claim in respect of which indemnification is soughtby Indemnitee.
          (e) **“*****Expenses*****”** means attorneys’ fees, experts’ fees, witness fees, courtcosts, retainers, transcript fees, duplicating costs, printing and bindingcosts, telephone charges, postage, delivery service fees and expenses and allother costs, expenses and other amounts paid or payable in connection withinvestigating, defending, being a witness in or participating in (including onappeal), or preparing to investigate, defend, be a witness in or participate in(including on appeal), any Claim.
          (f) **“*****Indemnifiable Claim*****”** means any Claim (whether or not relating to anyevent or occurrence prior to the date hereof) based upon, arising out of orresulting from (i) any actual, alleged or suspected act or failure to act byIndemnitee in his or her capacity as a director, officer, employee, agent orfiduciary of the Company or as a director, officer, employee, member, manager,trustee, agent or fiduciary of any other corporation, limited liabilitycompany, partnership, joint venture, trust or other entity or enterprise,whether or not for profit, as to which Indemnitee is or was serving at therequest of the Company as a director, officer, employee, member, manager,trustee, agent or fiduciary, (ii) any actual, alleged or suspected act orfailure to act by Indemnitee in respect of any business, transaction,communication, filing, disclosure or other activity of the Company or any otherentity or enterprise referred to in clause (i) of this sentence, or (iii)Indemnitee’s status as a current or former director, officer, employee, agentor fiduciary of the Company or as a current or former director, officer,employee, member, manager, trustee, agent or fiduciary of the Company or anyother entity or enterprise referred to in clause (i) of this sentence or anyactual, alleged or suspected act or failure to act by Indemnitee in connectionwith any obligation or restriction imposed upon Indemnitee by reason of suchstatus. In addition to any service at the actual request of the Company, forpurposes of this Agreement, Indemnitee shall be deemed to be serving or to haveserved at the request of the Company as a director, officer, employee, member,manager, trustee, agent or fiduciary of another entity or enterprise ifIndemnitee is or was serving as a director, officer, employee, member, manager,trustee, employee or agent of such entity or enterprise and (i) such entity orenterprise is or at the time of such service was a Controlled Affiliate, (ii)such entity or enterprise is or at the time of such service was an employeebenefit plan (or related trust) sponsored or maintained by the Company or aControlled Affiliate, or (iii) the Company or a Controlled Affiliate directlyor indirectly caused Indemnitee to be nominated, elected, appointed,designated, employed, engaged or selected to serve in such capacity.
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          (g) **“*****Indemnifiable Losses*****”** means any and all Losses relating to, arisingout of or resulting from any Indemnifiable Claim.
          (h) **“*****Independent Counsel*****”** means a law firm, or a member of a law firm,that is experienced in matters of corporation law and neither presently is, norin the past five years has been, retained to represent: (i) the Company orIndemnitee in any matter material to either such party (other than with respectto matters concerning the Indemnitee under this Agreement, or of otherindemnitees under similar indemnification agreements), or (ii) any other partyto the Indemnifiable Claim giving rise to a claim for indemnificationhereunder. Notwithstanding the foregoing, the term “Independent Counsel” shallnot include any person who, under the applicable standards of professionalconduct then prevailing, would have a conflict of interest in representingeither the Company or Indemnitee in an action to determine Indemnitee’s rightsunder this Agreement.
          (i) **“*****Losses*****”** means any and all Expenses, damages, losses, liabilities,judgments, fines, penalties (whether civil, criminal or other), ERISA excisetaxes and amounts paid in settlement, including without limitation allinterest, assessments and other charges paid or payable in connection with orin respect of any of the foregoing.
     **2. Indemnification Obligation.**Subject to Section 7, the Company shallindemnify, defend and hold harmless Indemnitee, to the fullest extent permittedby the laws of the State of Delaware in effect on the date hereof or as suchlaws may from time to time hereafter be amended to increase the scope or amountof such permitted indemnification, against any and all Indemnifiable Claims andIndemnifiable Losses; *provided*, *however*, that, except as provided in Sections 4and 23, prior to a Change in Control Indemnitee shall not be entitled toindemnification (including any advance of expenses) pursuant to this Agreementin connection with any Claim initiated by Indemnitee against the Company or anydirector or officer of the Company unless the Company has joined in orconsented to the initiation of such Claim.
     **3. Advancement of Expenses; Undertaking.**Indemnitee shall have the rightto advancement by the Company prior to the final disposition of anyIndemnifiable Claim of any and all Expenses relating to, arising out of orresulting from any Indemnifiable Claim paid or payable by Indemnitee or whichIndemnitee determines are reasonably likely to be paid or payable byIndemnitee. Indemnitee’s right to such advancement is not subject to thesatisfaction of any standard of conduct. Without limiting the generality oreffect of the foregoing, within five business days after any request byIndemnitee, the Company shall, in accordance with such request (but withoutduplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance toIndemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburseIndemnitee for such Expenses; *provided*that Indemnitee shall repay, withoutinterest, any amounts actually advanced to Indemnitee that, at the finaldisposition of the Indemnifiable Claim to which the advance related, were inexcess of amounts paid or payable by Indemnitee in respect of Expenses relatingto, arising out of or resulting from such Indemnifiable Claim. In connectionwith any such payment, advancement or reimbursement, Indemnitee undertakes andagrees to repay any amounts paid, advanced or reimbursed by the Company inrespect of Expenses relating to, arising out of or resulting from anyIndemnifiable Claim in respect of which it shall have been determined,following the final disposition of such Indemnifiable Claim and in accordancewith Section 7, that Indemnitee is not entitled to indemnification hereunder;it being understood and agreed that the foregoing shall satisfy any requirementthat Indemnitee provide the Company
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with an undertaking to repay any advancement of Expenses prior to thepayment, advancement or reimbursement thereof by the Company.
     **4. Indemnification for Additional Expenses.**Without limiting thegenerality or effect of the foregoing, the Company shall indemnify and holdharmless Indemnitee against and, if requested by Indemnitee, shall reimburseIndemnitee for, or advance to Indemnitee, within five business days of suchrequest, any and all Expenses paid or payable by Indemnitee or which Indemniteedetermines are reasonably likely to be paid or payable by Indemnitee inconnection with any Claim made, instituted or conducted by Indemnitee for (a)indemnification or reimbursement or advance payment of Expenses by the Companyunder any provision of this Agreement, or under any other agreement orprovision of the Constituent Documents now or hereafter in effect relating toIndemnifiable Claims, and/or (b) recovery under any directors’ and officers’liability insurance policies now or hereafter maintained by the Company,regardless in each case of whether Indemnitee ultimately is determined to beentitled to such indemnification, reimbursement, advance or insurance recovery,as the case may be, referred to in clause (a) or (b) of this sentence;*provided*, *however*, that Indemnitee shall return, without interest, any suchadvance of Expenses (or portion thereof) which remains unspent at the finaldisposition of the Claim to which the advance related.
     **5. Partial Indemnity.**If Indemnitee is entitled under any provision ofthis Agreement to indemnification by the Company for some or a portion of anyIndemnifiable Loss but not for all of the total amount thereof, the Companyshall nevertheless indemnify Indemnitee for the portion thereof to whichIndemnitee is entitled.
     **6. Procedure for Notification**. To obtain indemnification under thisAgreement in respect of an Indemnifiable Claim or Indemnifiable Loss,Indemnitee shall submit to the Company a written request therefore, including abrief description (based upon information then available to Indemnitee) of suchIndemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt ofsuch request, the Company has directors’ and officers’ liability insurance ineffect under which coverage for such Indemnifiable Claim or Indemnifiable Lossis potentially available, the Company shall give prompt written notice of suchIndemnifiable Claim or Indemnifiable Loss to the applicable insurers inaccordance with the procedures set forth in the applicable policies. TheCompany shall provide to Indemnitee a copy of such notice delivered to theapplicable insurers, and copies of all subsequent correspondence between theCompany and such insurers regarding the Indemnifiable Claim or IndemnifiableLoss, in each case substantially concurrently with the delivery or receiptthereof by the Company. The failure by Indemnitee to timely notify the Companyof any Indemnifiable Claim or Indemnifiable Loss shall not relieve the Companyfrom any liability hereunder unless, and only to the extent that, the Companydid not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss andsuch failure results in forfeiture by the Company of substantial defenses,rights or insurance coverage.
     **7. Determination of Right to Indemnification**.
          (a) To the extent that Indemnitee shall have been successful on the meritsor otherwise in defense of any Indemnifiable Claim or any portion thereof or indefense of any issue or matter therein, including, without limitation,dismissal with or without prejudice, Indemnitee shall be indemnified againstall Indemnifiable Losses relating to, arising out of or resulting from suchIndemnifiable Claim or portion thereof or issue or matter therein in accordancewith
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Section 2 and no Standard of Conduct Determination (as defined in Section7(b)) shall be required.
          (b) To the extent that the provisions of Section 7(a) are inapplicable toan Indemnifiable Claim that shall have been finally disposed of, anydetermination of whether Indemnitee has satisfied any applicable standard ofconduct under Delaware law that is a legally required condition precedent toindemnification of Indemnitee hereunder against Indemnifiable Losses relatingto, arising out of or resulting from such Indemnifiable Claim (a**“*****Standard ofConduct Determination*****”**) shall be made at the election of Indemnitee, (i) by amajority vote of the Disinterested Directors, even if less than a quorum of theBoard or, if such Disinterested Directors so direct, by a majority vote of acommittee of Disinterested Directors designated by a majority vote of allDisinterested Directors, (ii) by the stockholders of the Company, (iii) byIndependent Counsel in a written opinion addressed to the Board, a copy ofwhich shall be delivered to Indemnitee or (iv) by a panel of three arbitrators,one of whom is selected by Indemnitee, another of whom is selected by theCompany and the last of whom is selected by the first two arbitrators soselected. Indemnitee will cooperate with the person or persons making suchStandard of Conduct Determination, including providing to such person orpersons, upon reasonable advance request, any documentation or informationwhich is not privileged or otherwise protected from disclosure and which isreasonably available to Indemnitee and reasonably necessary to suchdetermination. The Company shall indemnify and hold harmless Indemniteeagainst and, if requested by Indemnitee, shall reimburse Indemnitee for, oradvance to Indemnitee, within five business days of such request, any and allcosts, expenses and other amounts (including attorneys’ and experts’ fees andexpenses) paid or payable by Indemnitee in so cooperating with the person orpersons making such Standard of Conduct Determination.
          (c) The Company shall use its reasonable best efforts to cause anyStandard of Conduct Determination required under Section 7(b) to be made aspromptly as practicable. If (i) the person or persons empowered or selectedunder Section 7 to make the Standard of Conduct Determination shall not havemade a determination within 30 days after the later of (A) receipt by theCompany of written notice from Indemnitee advising the Company of the finaldisposition of the applicable Indemnifiable Claim and (B) receipt by theCompany of written notice from Indemnitee notifying the Company of Indemnitee’schoice of forum pursuant to Section 7(b) (the later of the events specified inclause (A) and clause (B) being the**“*****Notification Date*****”**) and (ii) Indemniteeshall have fulfilled its obligations set forth in the second sentence ofSection 7(b), then Indemnitee shall be deemed to have satisfied the applicablestandard of conduct; *provided*that such 30-day period may be extended for areasonable time, not to exceed an additional 30 days, if the person or personsmaking such determination in good faith requires such additional time for theobtaining or evaluation of documentation and/or information relating to suchdetermination.
          (d) If Indemnitee shall be entitled to indemnification hereunder againstany Indemnifiable Losses under circumstances where (i) no determination ofwhether Indemnitee has satisfied any applicable standard of conduct underDelaware law is a legally required condition precedent to indemnification ofIndemnitee hereunder against such Indemnifiable Losses, or (ii) Indemnitee hasbeen determined or deemed pursuant to Section 7(b) or (c) to have satisfied anyapplicable standard of conduct under Delaware law which is a legally requiredcondition precedent to indemnification of Indemnitee hereunder against suchIndemnifiable Losses, then the Company shall pay to Indemnitee, within fivebusiness days after the later of (x) the
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Notification Date in respect of the Indemnifiable Claim or portion thereofto which such Indemnifiable Losses are related, out of which such IndemnifiableLosses arose or from which such Indemnifiable Losses resulted and (y) theearliest date on which the applicable criterion specified in clause (i) or (ii)above shall have been satisfied.
          (e) If a Standard of Conduct Determination is to be made by IndependentCounsel pursuant to Section 7(b), the Independent Counsel shall be selected byIndemnitee, and Indemnitee shall give written notice to the Company advising itof the identity of the Independent Counsel so selected. The Company may, withinfive business days after receiving written notice of selection from Indemnitee,deliver to Indemnitee a written objection to such selection; *provided*, *however*,that such objection may be asserted only on the ground that the IndependentCounsel so selected does not satisfy the criteria set forth in the definitionof “Independent Counsel” in Section 1(h), and the objection shall set forthwith particularity the factual basis of such assertion. Absent a proper andtimely objection, the person or firm so selected shall act as IndependentCounsel. If such written objection is properly and timely made andsubstantiated, (i) the Independent Counsel so selected may not serve asIndependent Counsel unless and until such objection is withdrawn or a court hasdetermined that such objection is without merit and (ii) Indemnitee may, at itsoption, select an alternative Independent Counsel and give written notice tothe Company advising the Company of the identity of the alternative IndependentCounsel so selected, in which case the provisions of the two immediatelypreceding sentences and clause (i) of this sentence shall apply to suchsubsequent selection and notice. If applicable, the provisions of clause (ii)of the immediately preceding sentence shall apply to successive alternativeselections. If no Independent Counsel that is permitted under the foregoingprovisions of this Section 7(e) to make the Standard of Conduct Determinationshall have been selected within 30 days after the Company gives its initialnotice pursuant to the first sentence of this Section 7(e) or Indemnitee givesits initial notice pursuant to the second sentence of this Section 7(e), as thecase may be, either the Company or Indemnitee may petition the Court ofChancery of the State of Delaware for resolution of any objection which shallhave been made by the Company or Indemnitee to the other’s selection ofIndependent Counsel and/or for the appointment as Independent Counsel of aperson selected by the Court or by such other person as the Court shalldesignate, and the person or firm with respect to whom all objections are soresolved or the person or firm so appointed will act as Independent Counsel.In all events, the Company shall pay all of the reasonable fees and expensesof, and all other fees, expenses and other amounts paid or payable by, theIndependent Counsel in connection with the Independent Counsel’s determinationpursuant to Section 7(b), including in connection with any challenge thereto ordefense thereof , and the Company shall fully indemnify and hold harmless suchcounsel against any and all expenses (including attorney’s fees), claims,liabilities and damages arising out of or relating to this Agreement or itsengagement pursuant hereto.
     **8. Presumption of Entitlement.**In making any Standard of ConductDetermination or other determination relating to this Agreement, the person orpersons making such determination shall presume that Indemnitee has satisfiedthe applicable standard of conduct or otherwise is entitled to the treatmenthereunder requested by Indemnitee, and the Company shall have the burden ofproof to overcome such presumption and shall satisfy such burden of proof (andthe person or persons making such determination shall be entitled to reach aconclusion contrary to such presumption) only if the Company adduces clear andconvincing evidence to the contrary. Any Standard of Conduct Determinationthat is adverse to Indemnitee may be challenged by the Indemnitee in the Courtof Chancery of the State of Delaware. No determination by the
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Company (including by its directors or any Independent Counsel or anyarbitration panel) that Indemnitee has not satisfied any applicable standard ofconduct shall be a defense to any Claim by Indemnitee for indemnification orreimbursement or advance payment of Expenses by the Company hereunder or createa presumption that Indemnitee has not met any applicable standard of conduct.
     **9. No Other Presumption.**For purposes of this Agreement, the terminationof any Claim by judgment, order, settlement (whether with or without courtapproval) or conviction, or upon a plea of *nolo contendere*or its equivalent,will not create a presumption that Indemnitee did not meet any applicablestandard of conduct or that indemnification hereunder is otherwise notpermitted.
     **10. Reliance as Safe Harbor; Actions of Others.**
          (a) For purposes of any Standard of Conduct Determination, Indemniteeshall be deemed to have met the requisite standard of conduct if Indemnitee’saction is based on the records or books of account of the Company, includingfinancial statements, or on information supplied to Indemnitee by the officersof the Company in the course of their duties, or on the advice of legal counselfor the Company or on information or records given or reports made to theCompany by an independent certified public accountant or by an appraiser orother expert selected with reasonable care by the Company. The provisions ofthis Section 10 shall not be deemed to be exclusive or to limit in any way theother circumstances in which the Indemnitee may be deemed to have met theapplicable standard of conduct set forth in this Agreement.
          (b) The knowledge and/or actions, or failure to act, of any director,officer, agent or employee of the Company shall not be imputed to Indemniteefor purposes of determining the right to indemnification under this Agreement.
     **11. Non-Exclusivity.**The rights of Indemnitee hereunder will be inaddition to any other rights Indemnitee may have under the ConstituentDocuments, or the substantive laws of the State of Delaware, any other contractor otherwise (collectively, **“*****Other Indemnity Provisions*****”**); *provided*, *however*,that (a) to the extent that Indemnitee otherwise would have any greater rightto indemnification under any Other Indemnity Provision, Indemnitee will bedeemed to have such greater right hereunder and (b) to the extent that anychange is made to any Other Indemnity Provision which permits any greater rightto indemnification than that provided under this Agreement as of the datehereof, Indemnitee will be deemed to have such greater right hereunder. TheCompany will not adopt any amendment to any of the Constituent Documents theeffect of which would be to deny, diminish or encumber Indemnitee’s right toindemnification under this Agreement or any Other Indemnity Provision.
     **12. Liability Insurance and Funding.**For the duration of Indemnitee’sservice as a director and/or officer of the Company, and thereafter for so longas Indemnitee shall be subject to any pending or possible Indemnifiable Claim,the Company shall use commercially reasonable efforts (taking into account thescope and amount of coverage available relative to the cost thereof) to causeto be maintained in effect policies of directors’ and officers’ liabilityinsurance providing coverage for directors and/or officers of the Company thatis at least substantially comparable in scope and amount to that provided bythe Company’s current policies of directors’ and officers’ liability insurance.The Company shall provide Indemnitee with a copy of all directors’ andofficers’ liability insurance applications, binders, policies, declarations,
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endorsements and other related materials, and shall provide Indemniteewith a reasonable opportunity to review and comment on the same. Withoutlimiting the generality or effect of the two immediately preceding sentences,no discontinuation or significant reduction in the scope or amount of coveragefrom one policy period to the next shall be effective (i) without the priorapproval thereof by a majority vote of the Incumbent Directors, even if lessthan a quorum, or (ii) if at the time that any such discontinuation orsignificant reduction in the scope or amount of coverage is proposed there areno Incumbent Directors, without the prior written consent of Indemnitee (whichconsent shall not be unreasonably withheld or delayed). In all policies ofdirectors’ and officers’ liability insurance obtained by the Company,Indemnitee shall be named as an insured in such a manner as to provideIndemnitee the same rights and benefits, subject to the same limitations, asare accorded to the Company’s directors and officers most favorably insured bysuch policy. The Company may, but shall not be required to, create a trustfund, grant a security interest or use other means, including withoutlimitation a letter of credit, to ensure the payment of such amounts as may benecessary to satisfy its obligations to indemnify and advance expenses pursuantto this Agreement.
     **13. Subrogation.**In the event of payment under this Agreement, theCompany shall be subrogated to the extent of such payment to all of the relatedrights of recovery of Indemnitee against other persons or entities (other thanIndemnitee’s successors), including any entity or enterprise referred to inclause (i) of the definition of “Indemnifiable Claim” in Section 1(f).Indemnitee shall execute all papers reasonably required to evidence such rights(all of Indemnitee’s reasonable Expenses, including attorneys’ fees andcharges, related thereto to be reimbursed by or, at the option of Indemnitee,advanced by the Company).
     **14. No Duplication of Payments.**The Company shall not be liable underthis Agreement to make any payment to Indemnitee in respect of anyIndemnifiable Losses to the extent Indemnitee has otherwise actually receivedpayment (net of Expenses incurred in connection therewith) under any insurancepolicy, the Constituent Documents and Other Indemnity Provisions or otherwise(including from any entity or enterprise referred to in clause (i) of thedefinition of “Indemnifiable Claim” in Section 1(f)) in respect of suchIndemnifiable Losses otherwise indemnifiable hereunder.
     **15. Period of Limitations.**No legal action shall be brought and no causeof action shall be asserted by or in the right of the Company againstIndemnitee, Indemnitee’s spouse, heirs, executors or personal or legalrepresentatives after the expiration of two years from the date of the factswhich gave rise to such cause of action, and any claim or cause of action ofthe Company shall be extinguished and deemed released unless asserted by thetimely filing of a legal action within such two-year period; provided, however,that if any shorter period of limitations is otherwise applicable to any suchcause of action such shorter period shall govern.
     **16. Change in Control.**The Company agrees that if there is a Change inControl of the Company, then with respect to all matters thereafter arisingconcerning the rights of Indemnitee to indemnity payments and advances of anyExpenses under this Agreement or any other agreement or Company bylaw now orhereafter in effect relating to Indemnifiable Claims or Indemnifiable Losses,the Company shall seek legal advice only from Independent Counsel selected byIndemnitee and approved by the Company (which approval shall not beunreasonably withheld). Such counsel, among other things, shall render itswritten opinion to the Company and Indemnitee as to whether and to what extentthe Indemnitee would be permitted to be
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indemnified under applicable law. In all events, the Company shall payall of the reasonable fees and expenses of, and all other fees, expenses andother amounts paid or payable by, the Independent Counsel referred to in thisSection 16 in connection with the foregoing, including in connection with anychallenge to or defense of any action or decision of such Independent Counsel,and the Company shall fully indemnify and hold harmless such counsel againstany and all expenses (including attorney’s fees), claims, liabilities anddamages arising out of or relating to this Agreement or its engagement pursuanthereto.
     **17. Defense of Claims.**The Company shall be entitled to participate inthe defense of any Indemnifiable Claim or to assume the defense thereof, withcounsel reasonably satisfactory to the Indemnitee; *provided*that if Indemniteebelieves, after consultation with counsel selected by Indemnitee, that (a) theuse of counsel chosen by the Company to represent Indemnitee would present suchcounsel with an actual or potential conflict, (b) the named parties in any suchIndemnifiable Claim (including any impleaded parties) include both the Companyand Indemnitee and Indemnitee shall conclude that there may be one or morelegal defenses available to him or her that are different from or in additionto those available to the Company, or (c) any such representation by suchcounsel would be precluded under the applicable standards of professionalconduct then prevailing, then Indemnitee shall be entitled to retain separatecounsel (but not more than one law firm plus, if applicable, local counsel inrespect of any particular Indemnifiable Claim) at the Company’s expense. TheCompany shall not be liable to Indemnitee under this Agreement for any amountspaid in settlement of any threatened or pending Indemnifiable Claim effectedwithout the Company’s prior written consent. The Company shall not, withoutthe prior written consent of the Indemnitee, effect any settlement of anythreatened or pending Indemnifiable Claim which the Indemnitee is or could havebeen a party unless such settlement solely involves the payment of money andincludes a complete and unconditional release of the Indemnitee from allliability on any claims that are the subject matter of such IndemnifiableClaim. Neither the Company nor Indemnitee shall unreasonably withhold itsconsent to any proposed settlement; *provided*that Indemnitee may withholdconsent to any settlement that does not provide a complete and unconditionalrelease of Indemnitee.
     **18. Successors and Binding Agreement.**(a) The Company shall require anysuccessor (whether direct or indirect, by purchase, merger, consolidation,reorganization or otherwise) to all or substantially all of the business orassets of the Company, by agreement in form and substance satisfactory toIndemnitee and his or her counsel, expressly to assume and agree to performthis Agreement in the same manner and to the same extent the Company would berequired to perform if no such succession had taken place. This Agreementshall be binding upon and inure to the benefit of the Company and any successorto the Company, including without limitation any person acquiring directly orindirectly all or substantially all of the business or assets of the Companywhether by purchase, merger, consolidation, reorganization or otherwise (andsuch successor will thereafter be deemed the **“*****Company*****”** for purposes of thisAgreement), but shall not otherwise be assignable or delegatable by theCompany.
          (a) This Agreement shall inure to the benefit of and be enforceable by theIndemnitee’s personal or legal representatives, executors, administrators,successors, heirs, distributees, legatees and other successors.
          (b) This Agreement is personal in nature and neither of the parties heretoshall, without the consent of the other, assign or delegate this Agreement orany rights or obligations
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hereunder except as expressly provided in Sections 18(a) and 18(b).Without limiting the generality or effect of the foregoing, Indemnitee’s rightto receive payments hereunder shall not be assignable, whether by pledge,creation of a security interest or otherwise, other than by a transfer by theIndemnitee’s will or by the laws of descent and distribution, and, in the eventof any attempted assignment or transfer contrary to this Section 18(c), theCompany shall have no liability to pay any amount so attempted to be assignedor transferred.
     **19. Notices.**For all purposes of this Agreement, all communications,including without limitation notices, consents, requests or approvals, requiredor permitted to be given hereunder shall be in writing and shall be deemed tohave been duly given when hand delivered or dispatched by electronic orfacsimile transmission (with receipt thereof orally confirmed), or fivebusiness days after having been mailed by United States registered or certifiedmail, return receipt requested, postage prepaid or one business day afterhaving been sent for next-day delivery by a nationally recognized overnightcourier service, addressed to the Company (to the attention of the Secretary ofthe Company) and to Indemnitee at the addresses shown on the signature pagehereto, or to such other address as any party may have furnished to the otherin writing and in accordance herewith, except that notices of changes ofaddress will be effective only upon receipt.
     **20. Governing Law.**The validity, interpretation, construction andperformance of this Agreement shall be governed by and construed in accordancewith the substantive laws of the State of Delaware, without giving effect tothe principles of conflict of laws of such State. The Company and Indemniteeeach hereby irrevocably consent to the jurisdiction of the Chancery Court ofthe State of Delaware for all purposes in connection with any action orproceeding which arises out of or relates to this Agreement and agree that anyaction instituted under this Agreement shall be brought only in the ChanceryCourt of the State of Delaware.
     **21. Validity.**If any provision of this Agreement or the application ofany provision hereof to any person or circumstance is held invalid,unenforceable or otherwise illegal, the remainder of this Agreement and theapplication of such provision to any other person or circumstance shall not beaffected, and the provision so held to be invalid, unenforceable or otherwiseillegal shall be reformed to the extent, and only to the extent, necessary tomake it enforceable, valid or legal. In the event that any court or otheradjudicative body shall decline to reform any provision of this Agreement heldto be invalid, unenforceable or otherwise illegal as contemplated by theimmediately preceding sentence, the parties thereto shall take all such actionas may be necessary or appropriate to replace the provision so held to beinvalid, unenforceable or otherwise illegal with one or more alternativeprovisions that effectuate the purpose and intent of the original provisions ofthis Agreement as fully as possible without being invalid, unenforceable orotherwise illegal.
     **22. Miscellaneous.**No provision of this Agreement may be waived, modifiedor discharged unless such waiver, modification or discharge is agreed to inwriting signed by Indemnitee and the Company. No waiver by either party heretoat any time of any breach by the other party hereto or compliance with anycondition or provision of this Agreement to be performed by such other partyshall be deemed a waiver of similar or dissimilar provisions or conditions atthe same or at any prior or subsequent time. No agreements or representations,oral or otherwise, expressed or implied with respect to the subject matterhereof have been made by
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either party that are not set forth expressly in this Agreement.References to Sections are to references to Sections of this Agreement.
     **23. Legal Fees and Expenses.**It is the intent of the Company thatIndemnitee not be required to incur legal fees and or other Expenses associatedwith the interpretation, enforcement or defense of Indemnitee’s rights underthis Agreement by litigation or otherwise because the cost and expense thereofwould substantially detract from the benefits intended to be extended toIndemnitee hereunder. Accordingly, without limiting the generality or effectof any other provision hereof, if it should appear to Indemnitee that theCompany has failed to comply with any of its obligations under this Agreementor in the event that the Company or any other person takes or threatens to takeany action to declare this Agreement void or unenforceable, or institutes anylitigation or other action or proceeding designed to deny, or to recover from,Indemnitee the benefits provided or intended to be provided to Indemniteehereunder, the Company irrevocably authorizes the Indemnitee from time to timeto retain counsel of Indemnitee’s choice, at the expense of the Company ashereafter provided, to advise and represent Indemnitee in connection with anysuch interpretation, enforcement or defense, including without limitation theinitiation or defense of any litigation or other legal action, whether by oragainst the Company or any director, officer, stockholder or other personaffiliated with the Company, in any jurisdiction. Notwithstanding any existingor prior attorney-client relationship between the Company and such counsel, theCompany irrevocably consents to Indemnitee’s entering into an attorney-clientrelationship with such counsel, and in that connection the Company andIndemnitee agree that a confidential relationship shall exist betweenIndemnitee and such counsel. Without respect to whether Indemnitee prevails,in whole or in part, in connection with any of the foregoing, the Company willpay and be solely financially responsible for any and all attorneys’ andexpert’s fees and expenses, and any and all other costs, expenses and otheramounts otherwise paid or payable by Indemnitee in connection with any of theforegoing.
     **24. Certain Interpretive Matters.**No provision of this Agreement shall beinterpreted in favor of, or against, either of the parties hereto by reason ofthe extent to which any such party or its counsel participated in the draftingthereof or by reason of the extent to which any such provision is inconsistentwith any prior draft hereof or thereof.
     **25. Counterparts.**This Agreement may be executed in one or morecounterparts, each of which will be deemed to be an original but all of whichtogether shall constitute one and the same agreement.
**[Signatures Appear On Following Page]**
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     IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused itsduly authorized representative to execute this Agreement as of the date firstabove written.    **LAIDLAW INTERNATIONAL, INC.**55 Shuman BoulevardNaperville, Illinois 60563    By:   Name: Beth B. CorvinoTitle: Senior Vice President, General Counsel and          Corporate Secretary    **INDEMNITEE**[Name][Address]        
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