**Exhibit 10.53****INDEMNIFICATION AGREEMENT**     This Agreement is made as of ___, 200___, between RedEnvelope, Inc., a Delawarecorporation (the “Company”), and ___(the “Indemnitee”).**RECITALS**     Both the Company and Indemnitee recognize that highly competent persons have become morereluctant to serve publicly-held corporations as directors or in other capacities unless they areprovided with adequate protection through insurance or adequate indemnification against inordinaterisks of claims and actions against them arising out of their service to and activities on behalfof the corporation.     In recognition of Indemnitee’s need for substantial protection against personal liability inorder to enhance Indemnitee’s continued service to the Company in an effective manner andIndemnitee’s reliance on the provisions of the Company’s Certificate of Incorporation (“Certificateof Incorporation”) and the Company’s Bylaws (the “Bylaws”) requiring indemnification of theIndemnitee to the fullest extent permitted by law, and in part to provide Indemnitee with specificcontractual assurance that the protection promised by such Certificate of Incorporation and Bylawswill be available to Indemnitee (regardless of, among other things, any amendment to or revocationof such Certificate of Incorporation or Bylaws or any change in the composition of the Company’sBoard of Directors or acquisition transaction relating to the Company), the Company wishes toprovide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee tothe fullest extent (whether partial or complete) permitted by law and as set forth in thisAgreement.     The Certificate of Incorporation, the Bylaws and the General Corporation Law of the State ofDelaware (“DGCL”) expressly provide that the indemnification provisions set forth therein are notexclusive and thereby contemplate that contracts may be entered into between the Company andmembers of the board of directors, officers and other persons with respect to indemnification.     It is reasonable, prudent and necessary for the Company contractually to obligate itself toindemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted byapplicable law so that they will serve or continue to serve the Company free from undue concernthat they will not be so indemnified.     This Agreement is a supplement to and in furtherance of the Certificate of Incorporation andBylaws and any resolutions adopted pursuant thereto and shall not be deemed a substitute therefor,nor to diminish or abrogate any rights of Indemnitee thereunder.**AGREEMENT**     In consideration of the premises and of Indemnitee agreeing to serve or continuing to servethe Company directly or, at its request, with another enterprise, and intending to be legally
 

 
bound hereby, the parties hereto agree as follows:**1.****Basic Indemnification Agreement***.*     (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in,or is threatened to be made a party to or witness or other participant in, a Claim (as defined inSection 9(b)) by reason of (or arising in part out of) an Indemnifiable Event (as defined inSection 9(d)), the Company shall indemnify Indemnitee to the fullest extent permitted by law assoon as practicable but in any event no later than 30 days after written demand is presented to theCompany, against any and all Expenses (as defined in Section 9(c)), judgments, fines, penalties andamounts paid in settlement (including all interest, assessments and other charges paid or payablein connection therewith) of such Claim actually and reasonably incurred by or on behalf ofIndemnitee in connection with such Claim and any federal, state, local or foreign taxes imposed onIndemnitee as a result of the actual or deemed receipt of any payments under this Agreement. Ifrequested by Indemnitee in writing, the Company shall advance (within ten business days of suchwritten request) any and all Expenses to Indemnitee (an “Expense Advance”). Notwithstandinganything in this Agreement to the contrary, prior to a Change of Control (as defined in Section9(a)) and except as set forth in Sections 1(b), 3 and 7, Indemnitee shall not be entitled toindemnification pursuant to this Agreement in connection with any Claim (i) initiated by Indemniteeagainst the Company or any director or officer of the Company unless the Company has joined in orconsented to the initiation of such Claim; (ii) made on account of Indemnitee’s conduct whichconstitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is anact or omission not in good faith or which involves intentional misconduct or a knowing violationof the law; or (iii) arising from the purchase and sale by Indemnitee of securities in violation ofSection 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).     (b) Notwithstanding the foregoing, (i) the indemnification obligations of the Company underSection 1(a) shall not be applicable if the Reviewing Party (as defined in Section 9(f)) hasdetermined (in a written opinion, in any case in which the special independent counsel referred toin Section 2 is involved) that Indemnitee would not be permitted to be indemnified under applicablelaw, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 1(a)shall be subject to the condition that the Company receives an undertaking that, if, when and tothe extent that the Reviewing Party determines that Indemnitee would not be permitted to be soindemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (whohereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however,that if Indemnitee has commenced legal proceedings in the Court of Chancery of the State ofDelaware (the “Delaware Court”) to secure a determination that Indemnitee should be indemnifiedunder applicable law, any determination made by the Reviewing Party that Indemnitee would not bepermitted to be indemnified under applicable law shall not be binding and Indemnitee shall not berequired to reimburse the Company for any Expense Advance until a final judicial determination ismade with respect thereto (as to which all rights of appeal therefrom have been exhausted orlapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecuredand no interest shall be charged thereon. If there has not been a Change in Control, the ReviewingParty shall be selected by the Board of Directors, and if there has been such a Change in Control,the
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Reviewing Party shall be the special independent counsel referred to in Section 2. If therehas been no determination by the Reviewing Party or if the Reviewing Party determines thatIndemnitee substantively would not be permitted to be indemnified in whole or in part underapplicable law, Indemnitee shall have the right to commence litigation in the Delaware Courtseeking an initial determination by the court or challenging any such determination by theReviewing Party or any aspect thereof and the Company hereby consents to service of process and toappear in any such proceeding. Any determination by the Reviewing Party otherwise shall beconclusive and binding on the Company and Indemnitee. The Company shall indemnify Indemnitee forExpenses incurred by Indemnitee in connection with the successful establishment or enforcement, inwhole or in part, by Indemnitee of Indemnitee’s right to indemnification or advances.     **2. ****Change in Control****.**The Company agrees that if there is a Change in Control of theCompany (other than a Change in Control which has been approved by two- thirds or more of theCompany’s Board of Directors who were directors immediately prior to such Change in Control) thenwith respect to all matters thereafter arising concerning the rights of Indemnitee to indemnitypayments and Expense Advances under this Agreement or any other agreement, the Bylaws orCertificate of Incorporation now or hereafter in effect relating to Claims for IndemnifiableEvents, the Company shall seek legal advice only from special independent counsel selected byIndemnitee and approved by the Company (which approval shall not be unreasonably withheld ordelayed) and who has not otherwise performed services for the Company within the last five years(other than in connection with such matters) or for Indemnitee. In the event that Indemnitee andthe Company are unable to agree on the selection of the special independent counsel, such specialindependent counsel shall be selected by lot from among at least five law firms with offices in theState of Delaware having more than fifty attorneys, having a rating of “av” or better in the thencurrent Martindale Hubbell Law Directory and having attorneys which specialize in corporate law.Such selection shall be made in the presence of Indemnitee (and his legal counsel or either ofthem, as Indemnitee may elect). Such counsel, among other things, shall, within 90 days of itsretention, render its written opinion to the Company and Indemnitee as to whether and to whatextent Indemnitee would be permitted to be indemnified under applicable law. The Company agrees topay the reasonable fees of the special independent counsel referred to above and to fully indemnifysuch counsel against any and all expenses (including attorneys’ fees), claims, liabilities, anddamages arising out of or relating to this Agreement or its engagement pursuant hereto.     **3. ****Indemnification for Additional Expenses****.**The Company shall indemnify Indemniteeagainst any and all expenses (including attorneys’ fees) and, if requested by Indemnitee inwriting, shall (within ten business days of such written request) advance such expenses toIndemnitee, which are incurred by Indemnitee in connection with any Claim asserted against oraction brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Companyunder this Agreement or any other agreement, the Bylaws or Certificate of Incorporation now orhereafter in effect relating to Claims for Indemnifiable Events and/or (ii) recovery under anydirectors’ and officers’ liability insurance policies maintained by the Company, regardless ofwhether Indemnitee ultimately is determined to be entitled to such indemnification, advance expensepayment or insurance recovery, as the case may be. The Indemnitee shall qualify for advancessolely upon the execution and delivery to the Company of
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an undertaking providing that the Indemnitee undertakes to repay the advance to the extentthat it is ultimately determined that the Indemnitee is not entitled to be indemnified by theCompany.     **4. ****Partial Indemnity****.**If Indemnitee is entitled under any provisions of thisAgreement to indemnification by the Company of some but not all of the Expenses, liabilities,judgments, fines, penalties and amounts paid in settlement of a Claim, the Company shallnevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee hasbeen successful on the merits or otherwise in defense of any or all Claims relating in whole or inpart to an Indemnifiable Event or in defense of any issue or matter therein, including dismissalwithout prejudice, Indemnitee shall be indemnified against all Expenses incurred in connectiontherewith. In connection with any determination by the Reviewing Party or otherwise as to whetherIndemnitee is entitled to be indemnified hereunder the burden of proof shall be on the Company toestablish that Indemnitee is not so entitled.     **5. ****No Presumption****.**For purposes of this Agreement, the termination of any action,suit or proceeding by judgment, order, settlement (whether with or without court approval) orconviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumptionthat Indemnitee did not meet any particular standard of conduct or have any particular belief.     **6. ****Notification and Defense of Claim****.**Within 30 days after receipt by Indemnitee ofnotice of the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee will, ifa claim in respect thereof is to be made against the Company under this Agreement, submit to theCompany a written notice identifying the proceeding, but the omission so to notify the Company willnot relieve it from any liability which it may have to Indemnitee under this Agreement unless theCompany is materially prejudiced by such lack of notice. With respect to any such Claim as towhich Indemnitee notifies the Company of the commencement thereof:          (a) the Company will be entitled to participate therein at its own expense;          (b) except as otherwise provided below, to the extent that it may wish, the Company jointlywith any other indemnifying party similarly notified will be entitled to assume the defensethereof, with counsel selected by the Board of Directors and satisfactory toIndemnitee.1 After notice from the Company to Indemnitee of its election to assume thedefense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal orother expenses subsequently incurred by Indemnitee in connection with the defense thereof otherthan reasonable costs of investigation or as otherwise provided below. Indemnitee shall have theright to employ its own counsel in such action, suit or proceeding, but the fees and expenses ofsuch counsel incurred after notice from the Company of its assumption of the defense thereof shallbe at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has beenauthorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may
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     be a conflict of interest between the Company and the Indemnitee in the conduct of the defenseof such action, or (iii) the Company shall not in fact have employed counsel to assume the defenseof such action, in each of which cases the fees and expenses of counsel shall be at the expense ofthe Company. The Company shall not be entitled to assume the defense of any claim brought by or onbehalf of the Company or as to which Indemnitee shall have made the conclusion provided for inclause (ii) above; and          (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for anyamounts paid in settlement of any action or claim effected without its written consent. TheCompany shall not settle any action or claim in any manner which would impose any penalty orlimitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemniteewill unreasonably withhold or delay their consent to any proposed settlement.     **7. ****Non-exclusivity****.**The rights of Indemnitee hereunder shall be in addition to anyother rights Indemnitee may have under the Certificate of Incorporation, the Bylaws, the DGCL, anyagreement, a vote of the stockholders, a resolution of directors or otherwise. No amendment,alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any rightof Indemnitee under this Agreement in respect of any action taken or omitted by such Indemniteeacting on behalf of the Company and at the request of the Company prior to such amendment,alteration or repeal. To the extent that a change in the DGCL (whether by statute or judicialdecision), the Certificate of Incorporation or the Bylaws permits greater indemnification byagreement than would be afforded currently under the Certificate of Incorporation, the Bylaws andthis Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by thisAgreement the greater benefits so afforded by such change. No right or remedy herein conferred isintended to be exclusive of any other right or remedy, and every other right and remedy shall becumulative and in addition to every other right and remedy given hereunder or now or hereafterexisting at law or in equity or otherwise. The assertion or employment of any right or remedyhereunder, or otherwise, shall not prevent the concurrent assertion or employment of any otherright or remedy.     **8. ****Liability Insurance****.**To the extent the Company maintains an insurance policy orpolicies providing directors’ and officers’ liability insurance, Indemnitee shall be covered bysuch policy or policies in accordance with its or their terms to the maximum extent of the coverageavailable for any Company director or officer. If, at the time the Company receives notice fromany source of a Claim as to which Indemnitee is a party or a participant (as a witness orotherwise), the Company has director and officer liability insurance in effect, the Company shallgive prompt notice of such Proceeding to the insurers in accordance with the procedures set forthin the respective policies. The Company shall thereafter take all necessary or desirable action tocause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of suchClaim in accordance with the terms of such policies. In the event of a Potential Change in Control(as defined in Section 9), the Company shall maintain in force any and all insurance policies thenmaintained by the Company providing directors’ and officers’ liability insurance, in respect ofIndemnitee, for a period of six years thereafter. The Company shall indemnify Indemnitee forExpenses incurred by Indemnitee in connection with any successful action
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brought by Indemnitee forrecovery under any insurance policy referred to in thisSection 8 and shall advance to Indemnitee the Expenses of such action in the manner provided in Section 3above.**9.****Certain Definitions****.**     (a) A “Change in Control” shall be deemed to have occurred if:
          (1) any person, as that term is used in Section 13(d) and Section 14(d)(2) ofthe Exchange Act, becomes, is discovered to be, or files a report on Schedule 13D or14D-1 (or any successor schedule, form or report) disclosing that such person is abeneficial owner (as defined in Rule 13d-3 under the Exchange Act or any successorrule or regulation), directly or indirectly, of securities of the Companyrepresenting 20% or more of the total voting power of the Company’s then outstandingVoting Securities (unless such person becomes such a beneficial owner in connectionwith the initial public offering of the Company);
          (2) during any period of two consecutive years, individuals who at thebeginning of such period constitute the Board of Directors of the Company and anynew director whose election by the Board of Directors or nomination for election bythe Company’s stockholders was approved by a vote of at least two-thirds of thedirectors then still in office who either were directors at the beginning of theperiod or whose election or nomination for election was previously so approved,cease for any reason to constitute a majority thereof;
          (3) the Company, or any material subsidiary of the Company, is merged,consolidated or reorganized into or with another corporation or other legal person(an “Acquiring Person”) or securities of the Company are exchanged for securities ofan Acquiring Person, and immediately after such merger, consolidation,reorganization or exchange less than a majority of the combined voting power of thethen outstanding securities of the Acquiring Person immediately after suchtransaction are held, directly or indirectly, in the aggregate by the holders ofVoting Securities immediately prior to such transaction;
          (4) the Company, or any material subsidiary of the Company, in any transactionor series of related transactions, sells or otherwise transfers all or substantiallyall of its assets to an Acquiring Person, and less than a majority of the combinedvoting power of the then outstanding securities of the Acquiring Person immediatelyafter such sale or transfer is held, directly or indirectly, in the aggregate by theholders of Voting Securities immediately prior to such sale or transfer;
          (5) the Company and its subsidiaries, in any transaction or series of relatedtransactions, sells or otherwise transfers business operations that generated twothirds or more of the consolidated revenues (determined on the basis of the
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Company’s four most recentlycompleted fiscal quarters) of the Company and its subsidiariesimmediately prior thereto;
          (6) the Company files a report or proxy statement with the Securities andExchange Commission pursuant to the Exchange Act disclosing that a change in controlof the Company has or may have occurred or will or may occur in the future pursuantto any then existing contract or transaction; or
          (7) any other transaction or series of related transactions occur that havesubstantially the effect of the transactions specified in any of the precedingclauses in this paragraph (ii).     Notwithstanding the provisions of Section 9(a)(1) or 9(a)(4), unless otherwise determined in aspecific case by majority vote of the Board of Directors of the Company, a Change of Control shallnot be deemed to have occurred for purposes of this Agreement solely because (i) the Company, (ii)an entity in which the Company directly or indirectly beneficially owns 50% or more of the votingsecurities or (iii) any Company sponsored employee stock ownership plan, or any other employeebenefit plan of the Company, either files or becomes obligated to file a report or a proxystatement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or anysuccessor schedule, form or report or item therein) under the Exchange Act, disclosing beneficialownership by it of shares of stock of the Company, or because the Company reports that a Change inControl of the Company has or may have occurred or will or may occur in the future by reason ofsuch beneficial ownership.     (b) A “Claim” is any threatened, pending or completed action, suit, proceeding or alternativedispute resolution mechanism, or any inquiry, hearing or investigation whether conducted by theCompany or any other party, whether civil, criminal, administrative, investigative or other.     (c) “Expenses” include attorneys’ fees and all other costs, fees, expenses and obligations ofany nature whatsoever paid or incurred in connection with investigating, defending, being a witnessin or participating in (including appeal), or preparing to defend, be a witness in or participatein any Claim relating to any Indemnifiable Event.     (d) An “Indemnifiable Event” is any event or occurrence (whether before or after the datehereof) related to the fact that Indemnitee is or was a director, officer, employee, consultant,agent or fiduciary of or to the Company, or any subsidiary of the Company, or is or was serving atthe request of the Company as a director, officer, employee, trustee, agent or fiduciary of anothercorporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or byreason of anything done or not done by Indemnitee in any such capacity.     (e) A “Potential Change in Control” shall be deemed to have occurred if (i) the Company entersinto an agreement, the consummation of which would result in the occurrence of a Change in Control;(ii) any person (including the Company) publicly announces an intention to take or to considertaking actions which, if consummated, would constitute a Change in Control; (iii) any person, otherthan a trustee or other fiduciary holding securities
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under an employee benefit plan of the Companyor a corporation owned, directly or indirectly, by the stockholders of the Company in substantiallythe same proportions as their ownership of stock of the Company, who is or becomes the beneficialowner, directly or indirectly, of securities of the Company representing 9.5% or more of thecombined voting power of the Company’s then outstanding Voting Securities, increases such person’s beneficial ownership ofsuch securities by five percentage points or more over the initial percentage of such securities;or (iv) the Board of Directors of the Company adopts a resolution to the effect that, for purposesof this Agreement, a Potential Change in Control has occurred.          (f) A “Reviewing Party” is (i) the Company’s Board of Directors (provided that a majority ofdirectors are not parties to the particular Claim for which Indemnitee is seeking indemnification)or (ii) any other person or body appointed by the Company’s Board of Directors, who is not a partyto the particular Claim for which Indemnitee is seeking indemnification, or (iii) if there has beena Change in Control, the special independent counsel referred to in Section 2 hereof.          (g) “Voting Securities” means any securities of the Company which vote generally in theelection of directors.     **10. ****Amendments, Termination and Waiver****.**No supplement, modification, amendment ortermination of this Agreement shall be binding unless executed in writing by both of the partieshereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute awaiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute acontinuing waiver.     **11. ****Contribution****.**If the indemnification provided in Sections 1 and 3 is unavailable,then, in respect of any Claim in which the Company is jointly liable with Indemnitee (or would beif joined in the Claim), the Company shall contribute to the amount of Expenses, judgments, fines,penalties and amounts paid in settlement as appropriate to reflect: (i) the relative benefitsreceived by the Company, on the one hand, and Indemnitee, on the other hand, from the transactionfrom which the Claim arose, and (ii) the relative fault of the Company, on the one hand, and ofIndemnitee, on the other, in connection with the events which resulted in such Expenses, judgments,fines, penalties and amounts paid in settlement, as well as any other relevant equitableconsiderations. The relative fault of the Company, on the one hand, and of Indemnitee, on theother, shall be determined by reference to, among other things, the parties’ relative intent,knowledge, access to information and opportunity to correct or prevent the circumstances resultingin such Expenses and Liabilities. The Company agrees that it would not be just and equitable ifcontribution pursuant to this Section 11 were determined by pro rata allocation or any other methodof allocation which does not take account of the equitable considerations described in this Section11.     **12.****Subrogation****.**In the event of payment under this Agreement, the Company shall besubrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shallexecute all papers required and shall do everything that may be necessary to secure such rights,including the execution of such documents necessary to enable the Company effectively to bring suitto enforce such rights.
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     **13. ****No Duplication of Payments****.**The Company shall not be liable under this Agreementto make any payment in connection with any Claim made against Indemnitee to the extent Indemniteehas otherwise actually received payment (under insurance policy, Certificate of Incorporation orotherwise) of the amounts otherwise identifiable hereunder.     **14. ****Binding Effect****.**This Agreement shall be binding upon and inure to the benefit ofand be enforceable by the parties hereto and their respective successors, assigns, including anydirect or indirect successor by purchase, merger, consolidation or otherwise to all orsubstantially all of the business and/or assets of the Company, spouse, heirs, and personal andlegal representatives. This Agreement shall continue in effect regardless of whether Indemniteecontinues to serve as a director or officer (or in one of the capacities enumerated in Section 9(d)hereof) of the Company or of any other enterprise at the Board of Director’s request.     **15. ****Severability****.**The provisions of this Agreement shall be severable in the eventthat any of the provisions hereof (including any provision within a single section, paragraph orsentence) are held by a court of competent jurisdiction to be invalid, void or otherwiseunenforceable, and the remaining provisions shall remain enforceable to the fullest extentpermitted by law.     **16.****Applicable Law and Consent to Jurisdiction****.**This Agreement and the legalrelations among the parties shall be governed by, and construed and enforced in accordance with,the laws of the State of Delaware, without regard to its conflict of laws rules. The Company andIndemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arisingout of or in connection with this Agreement shall be brought only in the Delaware Court and not inany other state or federal court in the United States of America or any court in any other country,(ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of anyaction or proceeding arising out of or in connection with this Agreement, (iii) appoint,irrevocably, to the extent such party is not a resident of the State of Delaware, as its agent inthe State of Delaware as such party’s agent for acceptance of legal process in connection with anysuch action or proceeding against such party with the same legal force and validity as if servedupon such party personally within the State of Delaware, (iv) waive any objection to the laying ofvenue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to pleador to make, any claim that any such action or proceeding brought in the Delaware Court has beenbrought in an improper or inconvenient forum.
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     **17. ****Identical Counterparts****.**This Agreement may be executed in one or more counterparts,each of which shall for all purposes be deemed to be an original but all of which together shallconstitute one and the same Agreement. Only one such counterpart signed by the party against whomenforceability is sought needs to be produced to evidence the existence of this Agreement.Executed this ______ day of _____________, 200__.      **RedEnvelope, Inc.**