Exhibit 10.2


 


INDEMNIFICATION
AGREEMENT


 


This Indemnification Agreement is made this                                   ,
20       , by and between Simpson
Manufacturing Co., Inc., a Delaware corporation (“Company”), and                                                                          
(“Indemnitee”), with reference to the following facts:


 


Competent and experienced persons may be reluctant to serve
corporations as directors or officers or in other capacities unless they are
provided with adequate protection through liability insurance or adequate
indemnification against inordinate risks of claims and actions against them
arising out of their service to the corporation.  The current
unavailability, inadequacy and cost of insurance and uncertainties relating to
indemnification have increased the difficulty of attracting and retaining such
persons.


 


The Board of Directors of the Company has determined that it is in the
interests of the Company’s shareholders to attract and retain such persons and
that the Company should act to assure such persons of appropriate and lawful
protection in the future.  Section 145 of the Delaware Corporation
Law and the Certificate of Incorporation and Bylaws of the Company empower the
Company to indemnify its officers, directors, employees and agents by agreement
and to indemnify persons who serve, at the request of the Company, as
directors, officers, employees or agents of other corporations or enterprises,
and section 145 expressly provides that the indemnification provided
therein is not exclusive.


 


The Company believes that it is reasonable, prudent and necessary for
the Company contractually to obligate itself to indemnify such persons to the
fullest extent permitted by applicable law, so that they will serve or continue
to serve the Company free from undue concern that they will not be so
indemnified.  Indemnitee is willing to serve or continue to serve and to
take on additional service for or on behalf of the Company on the condition
that Indemnitee be so indemnified.


 


NOW, THEREFORE, in consideration of the premises and the mutual
covenants and conditions herein, the Company and Indemnitee hereby agree as
follows:


 


1.                                       Definitions. 
For purposes of this Agreement:


 


(a)                                  “Board”
means the Board of Directors of the Company (excluding any direct or indirect
subsidiary or parent of the Company).


 


(b)                                 “Change
of Control” means a change in control of the Company occurring after the
Effective Date of a nature that would be required to be reported in response to
Item 1 of Form 8-K (or in response to any similar item on any
similar schedule or form) promulgated under the Securities Exchange Act of
1934, as amended (the “Act”), whether or not the Company is then subject to
such reporting requirement; provided that, without limiting the foregoing, a
Change of Control shall be deemed to have occurred if after the Effective Date (i) any
“person” (as that term is used 


 





















 


in sections 13(d) and 14(d) of the
Act) becomes the “beneficial owner” (as that term is defined in Rule 13d-3
under the Act), directly or indirectly, of securities of the Company
representing thirty percent or more of the combined voting power of the Company’s
then outstanding securities without the prior approval of at least two-thirds
of the members of the Board in office immediately prior to such person
attaining such percentage; (ii) the Company is a party to a merger,
consolidation, sale of assets or other reorganization, or a proxy contest, as a
consequence of which members of the Board in office immediately prior to such
transaction or event constitute less than a majority of the Board thereafter;
or (iii) during any period of twenty-four calendar months, individuals who
at the beginning of such period constituted the Board (including for this
purpose any new director whose election or nomination for election by the
Company’s shareholders is approved by a vote of at least two-thirds of the
directors then still in office who shall have been directors at the beginning
of such period) cease for any reason to constitute at least a majority of the
Board.


 


(c)                                  Unless
the context indicates otherwise, the term “Company” as used in this Agreement
shall be deemed to include any direct or indirect subsidiary or parent of the
Company.


 


(d)                                 “Corporate
Status” describes the status of a person who is or was a director, officer,
employee, agent or fiduciary of the Company or of any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
which such person is or was serving at the request of the Company.


 


(e)                                  “Disinterested
Director” means a member of the Board who is not and was not a party to the
Proceeding in respect of which indemnification is sought by Indemnitee.


 


(f)                                    “Effective
Date” means the date in the first paragraph of this Agreement.


 


(g)                                 “Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs,
transcript costs, fees of experts, witness fees, travel expenses, duplicating
costs, printing and binding costs, telephone charges, postage, delivery service
fees, and all other disbursements or expenses incurred in prosecuting,
defending, preparing to prosecute or defend, investigating, or being or
preparing to be a witness in a Proceeding.


 


(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, nor in the five years
preceding commencement of a Proceeding giving rise to a claim for
indemnification hereunder shall have been, retained to represent:  (i) the
Company or Indemnitee in any matter material to either such party, or (ii) any
other party to such Proceeding.  Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement.


 





















 


(i)                                     “Proceeding”
includes any action, suit, arbitration, alternative dispute resolution
mechanism, investigation, administrative hearing or any other proceeding
whether civil, criminal, administrative or investigative, whether or not
initiated prior to the Effective Date, except a proceeding initiated by
Indemnitee pursuant to section 11 of this Agreement to enforce Indemnitee’s
rights under this Agreement.


 


2.                                       Agreement
to Serve.  Indemnitee confirms that Indemnitee has agreed, in reliance
on the covenants and agreements in this Agreement, to serve as a director,
officer, employee, agent or fiduciary of the Company or at the request of the
Company, as a director, officer, employee, agent or fiduciary of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise.  Indemnitee may at any time and for any reason resign from such
position (subject to any other contractual obligation or any obligation imposed
by operation of law).  The Company shall have no obligation under this
Agreement to continue Indemnitee in any position with the Company.


 


3.                                       Indemnification
— General.  The Company shall indemnify and defend, and advance
Expenses to, Indemnitee as provided below in this Agreement and to the fullest
extent permitted by applicable law in effect on the Effective Date hereof and
to such greater extent as applicable law may thereafter from time to time
permit.


 


4.                                       Third
Party Actions.  Indemnitee shall be entitled to the rights of
indemnification provided in this section 4 if, by reason of Indemnitee’s
Corporate Status, Indemnitee is, or is threatened to be made, a party to any threatened,
pending or completed Proceeding, other than a Proceeding by or in the right of
the Company.  Pursuant to this section 4, the Company shall indemnify
and defend Indemnitee against Expenses, judgments, penalties, fines and amounts
paid in settlement actually and reasonably incurred by Indemnitee or on
Indemnitee’s behalf in connection with such Proceeding or any claim, issue or
matter therein, if Indemnitee acted in good faith and in a manner Indemnitee
believed to be in or not opposed to the best interests of the Company, and,
with respect to any criminal Proceeding, had no reasonable cause to believe
Indemnitee’s conduct was unlawful.


 


5.                                       Derivative
Actions.  Indemnitee shall be entitled to the rights of
indemnification provided in this section 5 if, by reason of Indemnitee’s
Corporate Status, Indemnitee is, or is threatened to be made, a party to any
threatened, pending or completed Proceeding brought by or in the right of the
Company to procure a judgment in its favor.  Pursuant to this section 5,
the Company shall indemnify and defend Indemnitee against Expenses actually and
reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with
such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee
believed to be in or not opposed to the best interests of the Company. 
Notwithstanding the foregoing, no indemnification against such Expenses shall
be made in respect of any claim, issue or matter in such Proceeding as to which
Indemnitee shall have been adjudged to be liable to the Company if applicable
law prohibits such indemnification; provided that, if applicable law so
permits, indemnification against Expenses shall nevertheless be made by the
Company in such 


 





















 


event if and only to the extent that the
Court of Chancery of the State of Delaware, or the court in which such
Proceeding shall have been brought or is pending, shall determine.


 


6.                                       Indemnification
for Expenses of Indemnitee.  Notwithstanding any provision of this
Agreement to the contrary, to the extent that Indemnitee is, by reason of
Indemnitee’s Corporate Status, a party to and is successful, on the merits or
otherwise, in any Proceeding, Indemnitee shall be indemnified against all
Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. 
If Indemnitee is not wholly successful in such Proceeding but is successful, on
the merits or otherwise, as to one or more but less than all claims, issues or
matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses
incurred by Indemnitee or on Indemnitee’s behalf in connection with each
successfully resolved claim, issue or matter.  For purposes of this section 6
and without limitation, the termination of any claim, issue or matter in such a
Proceeding by dismissal, with or without prejudice, shall be deemed to be a
successful result as to such claim, issue or matter.


 


7.                                       Indemnification
for Expenses of a Witness.  Notwithstanding any other provision of
this Agreement to the contrary, to the extent that Indemnitee is, by reason of
Indemnitee’s Corporate Status, a witness in any Proceeding, Indemnitee shall be
indemnified against all Expenses actually and reasonable incurred by Indemnitee
or on Indemnitee’s behalf in connection therewith.


 


8.                                       Advancement
of Expenses.  The Company shall advance all reasonable Expenses
incurred by or on behalf of Indemnitee in connection with any Proceeding within
twenty days after the receipt by the Company of a statement or statements from
Indemnitee requesting such advance or advances from time to time, whether prior
to or after final disposition of such Proceeding.  Such statement or
statements shall reasonably evidence the Expenses incurred by Indemnitee and
shall include or be preceded or accompanied by an undertaking by or on behalf
of Indemnitee to repay any Expenses advanced if it shall ultimately be
determined that Indemnitee is not entitled to be indemnified against such
Expenses.


 


9.                                       Indemnification
Procedure.


 


(a)                                  To
obtain indemnification under this Agreement, Indemnitee shall submit to the
Chief Financial Officer of the Company (or to such other officer as may be
designated by the Board) a written request, including such documentation and
information as is reasonably available to Indemnitee and is reasonably
necessary to determine whether and to what extent Indemnitee is entitled to
indemnification.  Such officer of the Company shall, promptly on receipt
of such a request for indemnification, advise the Board in writing that
Indemnitee has requested indemnification.


 


(b)                                 On
written request by Indemnitee for indemnification pursuant to section 9(a),
a determination, if required by applicable law, with respect to Indemnitee’s
entitlement thereto shall be made in the specific case:  (i) if a
Change of Control shall have occurred, by Independent Counsel (unless
Indemnitee shall request 


 





















 


that such determination be made by the Board
or the shareholders, in which case by the person or persons or in the manner
provided in clause (ii) or (iii) of this section 9(b)) in a
written opinion to the Board, a copy of which shall be delivered to Indemnitee;
(ii) if a Change of Control shall not have occurred, (A) by the Board
by a majority vote of a quorum consisting of Disinterested Directors or (B) if
a quorum of the Board consisting of Disinterested Directors is not obtainable
or, even if obtainable, such quorum of Disinterested Directors so directs, by
Independent Counsel in a written opinion to the Board, a copy of which shall be
delivered to Indemnitee or (C) if directed by the Board, by the
shareholders of the Company; or (iii) as provided in section 10(b) of
this Agreement.  If it is so determined that Indemnitee is entitled to
indemnification, payment to or on behalf of Indemnitee shall be made within ten
days after such determination.  Indemnitee shall cooperate with the
person, persons or entity making such determination with respect to Indemnitee’s
entitlement to indemnification, including providing to such person, persons or
entity on reasonable advance request any documentation or information that is
not privileged or otherwise protected from disclosure and that is reasonably
available to Indemnitee and reasonably necessary to such determination. 
Any Expenses incurred by Indemnitee in so cooperating with the person, persons,
or entity making such determination shall be borne by the Company (irrespective
of the determination as to Indemnitee’s entitlement to indemnification) and the
Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 


(c)                                  If
the determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to section 9(b), the Independent Counsel
shall be selected as provided in this section 9(c).  If a Change of
Control shall not have occurred, the Independent Counsel shall be selected by
the Board, and the Company shall give written notice to Indemnitee advising
Indemnitee of the identity of the Independent Counsel so selected.  If a
Change of Control shall have occurred, the Independent Counsel shall be
selected by Indemnitee (unless Indemnitee shall request that such selection be
made by the Board, in which event the preceding sentence shall apply), and
Indemnitee shall give written notice to the Company advising it of the identity
of the Independent Counsel so selected.  In either event, Indemnitee or
the Company, as the case may be, may, within seven days after such written
notice of selection shall have been given, deliver to the Company or to
Indemnitee, as the case may be, a written objection to such selection. 
Such objection may be asserted only on the ground that the Independent Counsel
so selected does not meet the requirements of “Independent Counsel” as defined
in section 1, and the objection shall set forth with particularity the
factual basis of such assertion.  If such written objection is made, the
Independent Counsel so selected may not serve as Independent Counsel, unless
and until a court shall have determined that such objection is without
merit.  If, within twenty days after submission by Indemnitee of a written
request for indemnification pursuant to section 9(a), no Independent
Counsel shall have been selected and not objected to, either the Company or
Indemnitee may petition the Court of Chancery of the State of Delaware for
resolution of any objection which shall have been made by the Company or
Indemnitee to the other’s selection of Independent Counsel and or for the
appointment as Independent Counsel of a person selected by the Court or by such
other person as the Court shall designate, and the person with respect to whom
an objection is so resolved or the person so appointed shall act as Independent
Counsel under section 9(b).  The 


 





















 


Company shall pay any and all reasonable fees
and expenses of Independent Counsel incurred by such Independent Counsel in connection
with acting pursuant to section 9(b), and the Company shall pay all
reasonable fees and Expenses incident to the procedures of this section 9(c),
regardless of the manner in which such Independent Counsel is selected or
appointed.  On the due commencement of any judicial proceeding or
arbitration pursuant to section 11(a)(iii), Independent Counsel shall be
discharged and relieved of any further responsibility in such capacity (subject
to the applicable standards of professional conduct then prevailing).


 


10.                                 Presumptions
and Effect of Certain Proceedings.


 


(a)                                  If
a Change of Control shall have occurred, in making a determination with respect
to entitlement to indemnification hereunder, the person, persons or entity
making such determination shall presume that Indemnitee is entitled to
indemnification under this Agreement if Indemnitee shall have submitted a
request for indemnification in accordance with section 9(a) of this
Agreement, and the Company shall have the burden of proof to overcome that presumption
in connection with the making by any person, persons or entity of any
determination contrary to that presumption.


 


(b)                                 If
the person, persons or entity empowered or selected under section 9 to
determine whether Indemnitee is entitled to indemnification shall not have made
a determination within sixty days after receipt by the Company of the request
therefor, the requisite determination of entitlement to indemnification shall
be deemed to have been made and Indemnitee shall be entitled to such indemnification,
absent (i) a misstatement by Indemnitee of a material fact, or an omission
of a material fact necessary to make Indemnitee’s statement not materially
misleading, in connection with the request for indemnification, or (ii) a
prohibition of such indemnification under applicable law; provided that such
sixty-day period may be extended for a reasonable time, not to exceed an
additional thirty days, if the person, persons or entity making the
determination with respect to entitlement to indemnification in good faith
requires such additional time for the obtaining or evaluating information
relating thereto; and provided further that the foregoing provisions of this section 10(b) shall
not apply (i) if the determination of entitlement to indemnification is to
be made by the shareholders pursuant to section 9(b)and if (A) within
fifteen days after receipt by the Company of the request for such determination
the Board shall have resolved to submit such determination to the shareholders
for their consideration at an annual meeting thereof to be held within
seventy-five days after such receipt and such determination is made thereat, or
(B) a special meeting of shareholders is called within fifteen days after
such receipt for the purpose of making such determination, such meeting is held
for such purpose within sixty days after having been so called and such
determination is made thereat, or (ii) if the determination of entitlement
to indemnification is to be made by Independent Counsel pursuant to section 9(b).


 


(c)                                  The
termination of any Proceeding or of any claim, issue or matter therein, by
judgment, order, settlement or conviction, or on a plea of nolo contendere or
its equivalent, shall not (except as otherwise expressly provided in this 


 





















 


Agreement) of itself adversely affect the
right of Indemnitee to indemnification or create a presumption that Indemnitee
did not act in good faith and in a manner which Indemnitee believed to be in or
not opposed to the best interests of the Company or, with respect to any
criminal Proceeding, that Indemnitee had reasonable cause to believe that
Indemnitee’s conduct was unlawful.


 


11.                                 Remedies
of Indemnitee.


 


(a)                                  Indemnitee
shall be entitled to an adjudication in an appropriate court of the State of
Delaware, or in any other court of competent jurisdiction, of Indemnitee’s
entitlement to indemnification or advancement of expenses if (i) a
determination is made pursuant to section 9 that Indemnitee is not
entitled to indemnification under this Agreement, (ii) advancement of
Expenses is not timely made pursuant to section 8, (iii) the
determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to section 9(b) and such determination shall not
have been made and delivered in a written opinion within ninety days after
receipt by the Company of the request for indemnification, (iv) payment of
indemnification is not made pursuant to section 5 within ten days after
receipt by the Company of a written request therefor, or (v) payment of
indemnification is not made within ten days after a determination has been made
that Indemnitee is entitled to indemnification or such determination is deemed
to have been made pursuant to section 9 or 10.  Indemnitee shall
commence such proceeding seeking an adjudication within 180 days following the
date on which Indemnitee first has the right to commence such proceeding
pursuant to this section 11(a).  The Company shall not oppose
Indemnitee’s right to seek any such adjudication.


 


(b)                                 If
a determination shall have been made pursuant to section 9 that Indemnitee
is not entitled to indemnification, any judicial proceeding commenced pursuant
to this section 11 shall be conducted in all respects as a de novo trial on the merits, and
Indemnitee shall not be prejudiced by reason of that adverse
determination.  If a Change of Control shall have occurred, in any
judicial proceeding commenced pursuant to this section 11 the Company
shall have the burden of proving that Indemnitee is not entitled to
indemnification or advancement of Expenses, as the case may be.


 


(c)                                  If
a determination shall have been made or deemed to have been made pursuant to section 9
or 10 that Indemnitee is entitled to indemnification, the Company shall be
bound by such determination in any judicial proceeding commenced pursuant to
this section 11, absent (i) a misstatement by Indemnitee of a
material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification under
applicable law.


 


(d)                                 The
Company shall be precluded from asserting in any judicial proceeding commenced
pursuant to this section 11 that the procedures and presumptions of this
Agreement are not valid, binding and enforceable and shall stipulate in any
such court that the Company is bound by all provisions of this Agreement.


 





















 


(e)                                  If
Indemnitee, pursuant to this section 11, seeks a judicial adjudication to
enforce Indemnitee’s rights under, or to recover damages for breach of, this
Agreement, Indemnitee shall be entitled to recover from the Company, and shall
be indemnified by the Company against, any and all expenses (of the types
described in the definition of Expenses in section 1) incurred by Indemnitee
in such judicial adjudication, but only if Indemnitee prevails therein. 
If it is determined in such judicial adjudication that Indemnitee is entitled
to receive part but not all of the indemnification or advancement of expenses
sought, the expenses incurred by Indemnitee in connection with such judicial
adjudication shall be appropriately prorated.


 


12.                                 Non-Exclusivity;
Survival of Rights; Insurance; Subrogation.


 


(a)                                  The
rights of indemnification and to receive advancement of Expenses as provided by
this Agreement shall not be deemed exclusive of any other rights to which
Indemnitee may at any time be entitled under applicable law, the Certificate of
Incorporation, the Bylaws, any agreement, a vote of shareholders or a
resolution of directors, or otherwise.  No amendment, alteration or
termination of this Agreement or any provision hereof shall be effective as to
Indemnitee with respect to any action taken or omitted by Indemnitee in
Indemnitee’s Corporate Status prior to such amendment, alteration or
termination.


 


(b)                                 To
the extent that the Company maintains an insurance policy or policies providing
liability insurance for directors, officers, employees, agents or fiduciaries
of the Company or of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise that such person serves at the
request of the Company, Indemnitee shall be covered by such policy or policies
in accordance with its or their terms to the maximum extent of the coverage
available for any such director, officer, employee, agent or fiduciary under
such policy or policies.


 


(c)                                  In
the event of any payment under this Agreement, the Company shall be subrogated
to the extent of such payment to all of the rights of recovery of Indemnitee,
who shall execute all papers required and take all action necessary to secure
such rights, including execution of such documents as are necessary to enable
the Company to bring suit to enforce such rights.


 


(d)                                 The
Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable hereunder if and to the extent that Indemnitee shall
have otherwise received such payment under any insurance policy, contract,
agreement or otherwise.


 


(e)                                  The
Company may, to the maximum extent permitted by law, create a trust fund, grant
a security interest or use other means (including, without limitation, letters
of credit, surety bonds and other similar arrangements) to ensure or secure the
payment of such amounts as may become necessary to effect indemnification
provided hereunder.


 





















 


13.                                 Duration
of Agreement.  This Agreement shall continue until and terminate on
the later of: (a) ten years after the date that Indemnitee shall have
ceased to serve as a director, officer, employee, agent or fiduciary of the
Company or of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise that Indemnitee shall have served at
the request of the Company; or (b) the final termination of all pending
Proceedings in respect of which Indemnitee is granted rights of indemnification
or advancement of expenses hereunder and of any proceeding commenced by
Indemnitee pursuant to section 11 relating thereto.  This Agreement
shall bind the Company and its successors and assigns and shall inure to the
benefit of Indemnitee and Indemnitee’s heirs, executors and administrators.


 


14.                                 Severability. 
If any provision or provisions of this Agreement shall be held to be invalid,
illegal or unenforceable for any reason whatsoever:  (a) the validity,
legality and enforceability of the remaining provisions of this Agreement shall
not in any way be affected or impaired thereby; and (b) to the maximum
extent possible, the provisions of this Agreement shall be construed to give
effect to the intent of the provision held invalid, illegal or unenforceable.


 


15.                                 Exceptions
to Indemnification Rights.  Except for a proceeding to enforce or
determine rights under this Agreement, Indemnitee shall not be entitled to
Indemnification or advancement of Expenses under this Agreement with respect to
any Proceeding, or any claim therein, brought or made by Indemnitee against the
Company.


 


16.                                 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 shall
constitute one and the same Agreement.


 


17.                                 Captions. 
The headings of the sections of this Agreement are for convenience of reference
only and are not part of this Agreement.


 


18.                                 Amendment
and Waiver.  No supplement, modification or amendment of this
Agreement shall be binding unless in writing and signed by both parties. 
No waiver of any provision of this Agreement shall be deemed or shall
constitute a waiver of any other provision (whether or not similar) nor shall
such waiver constitute a continuing waiver.


 


19.                                 Notice
by Indemnitee.  Indemnitee agrees to notify the Company promptly in
writing on being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding or matter
which may be subject to indemnification or advancement of Expenses covered
hereunder.


 


20.                                 Notices. 
All notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given and received when
personally delivered, when transmitted by facsimile if transmission is
confirmed, one business day after being deposited for next-day delivery with a
nationally recognized overnight delivery service, or three days after being
deposited as first class mail with the United States Postal Service, all
charges or first class 


 





















 


postage prepaid, properly addressed to
Indemnitee, at the address set forth below Indemnitee’s signature herein, or to
the Company, at its principal place of business, Attention:  Chief
Financial Officer, or to such other address as may have been furnished
hereunder by either party to the other.


 


21.                                 Entire
Agreement.  This Agreement constitutes the entire agreement of the
parties and supercedes all prior or contemporaneous negotiations,
correspondence, understandings and agreements between the parties, written or
oral, regarding the subject matter hereof; provided that nothing in this
Agreement shall limit any right to indemnification that Indemnitee may have under
the Certificate of Incorporation or the Bylaws of the Company.


 


22.                                 Governing
Law.  This Agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of Delaware


 





















 


IN WITNESS WHEREOF, this Agreement has been duly executed by or on
behalf of the parties hereto as of the date in the first paragraph of this
Agreement.


 


	
  “COMPANY”

  	
   

  	
  “INDEMNITEE”

  
	
   

  	
   

  	
   

  
	
  SIMPSON
  MANUFACTURING CO.,

  INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
  Thomas J
  Fitzmyers

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  President

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  4120 Dublin
  Blvd., Suite 400

  	
   

  	
  Telephone:

  	
   

  	
   

  
	
   

  	
  P.O. Box
  2969

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Dublin,
  CA  94568

  	
   

  	
  Facsimile:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
  925-560-9000

  	
   

  	
   

  
	
  Facsimile:

  	
  925-833-1496