Exhibit 10.25


INDEMNIFICATION AGREEMENT


          This
Agreement is made as of the 1st day of July, 2008, by and between
Curtiss-Wright Corporation, a Delaware corporation (the “Corporation”), and
________________ (“Indemnitee”), a director of the Corporation.


          WHEREAS, it is essential that the
Corporation to attract and retain as directors the most capable persons
available; and


          WHEREAS, both the Corporation and
Indemnitee recognize the increased risk of litigation being asserted against
directors of companies in today’s environment; and


          WHEREAS, the Corporation’s Restated
Certificate of Incorporation (the “Certificate”) provides that the Corporation
will indemnify its directors against such litigation, subject to certain
conditions, and Indemnitee has relied on this indemnification in deciding to
serve as a director of the Corporation; and


          WHEREAS, in recognition of Indemnitee’s
need for reasonable protection against personal liability in order to provide a
continued incentive for Indemnitee’s continued service to the Corporation in an
effective manner, and Indemnitee’s reliance on the aforesaid provision of the
Certificate, and to provide Indemnitee with express contractual indemnification
(regardless of, among other things, any amendment to or revocation of such
provision or any change in the composition of the Corporation’s Board of
Directors (the “Board”) or any acquisition or business combination transaction
relating to the Corporation), the Corporation wishes to provide in this Agreement
for the indemnification of and the advancement of Expenses (as defined in
Section 1(c)) to Indemnitee as set forth in this Agreement.


          NOW THEREFORE, the Corporation and
Indemnitee do hereby agree as follows:


          1.
AGREEMENT TO SERVE. Indemnitee
agrees to serve or continue to serve as a director of the Corporation for so
long as he is duly elected or appointed or until such time as he tenders his
resignation in writing.


          2.
DEFINITIONS. As used in this
Agreement:


                    (a)
The term “Proceeding” shall include any threatened, pending or completed
action, suit or proceeding, whether brought by or in the right of the
Corporation or otherwise and whether of a civil, criminal, administrative or
investigative nature, and any appeal therefrom.


                    
(b) The term “Corporate Status” shall mean the status of a person who is or was
a director of the Corporation, or is or was serving, or has agreed to serve, at
the request of 


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the
Corporation, as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise.


                    
(c) The term “Expenses” shall include, without limitation, attorneys’ fees,
retainers, court costs, transcript costs, fees of experts, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees and other disbursements or expenses of the types
customarily incurred in connection with investigations, judicial or
administrative proceedings or appeals, but shall not include the amount of
judgments, fines or penalties against Indemnitee or amounts paid in settlement
in connection with such matters.


                    (d)
References to “other enterprise” shall include employee benefit plans;
references to “fines” shall include any excise tax assessed with respect to any
employee benefit plan; references to “serving at the request of the
Corporation” shall include any service as a director, officer, employee or agent
of the Corporation that imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in good faith and in
a manner he reasonably believed to be in the interests of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner “not opposed to the best interests of the Corporation” as referred to in
this Agreement.


          3.
INDEMNIFICATION IN THIRD-PARTY PROCEEDINGS.
The Corporation shall indemnify Indemnitee in accordance with the provisions of
the Paragraph 3 if Indemnitee was or is a party to or threatened to be made a
party to or otherwise involved in any Proceeding (other than a Proceeding by or
in the right of the Corporation to procure a judgment in its favor) by reason
of Indemnitee’s Corporate Status or by reason of any action alleged to have
been taken or omitted in connection therewith, against all Expenses, judgments,
fines, penalties and amounts paid in settlement 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 which Indemnitee
reasonably believed to be in, or not opposed to, the best interests of the
Corporation and, with respect to any criminal Proceeding, had no reasonable
cause to believe that Indemnitee’s conduct was unlawful. The termination of any
Proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere, or its equivalent, shall not, of itself, create a presumption that
Indemnitee did not act in good faith and in a manner that Indemnitee reasonably
believed to be in, or not opposed to, the best interests of the Corporation
and, with respect to any criminal Proceeding, had reasonable cause to believe
that Indemnitee’s conduct was unlawful.


          4.
INDEMNIFICATION IN PROCEEDINGS BY OR IN THE
RIGHT OF THE CORPORATION. The Corporation shall indemnify Indemnitee
in accordance with the provisions of this Paragraph 4 if Indemnitee is a party
to or threatened to be made a party to or otherwise involved in any Proceeding
by or in the right of the Corporation to procure a judgment in its favor by
reason of Indemnitee’s Corporate Status or by reason of any action alleged to
have been taken or omitted in connection therewith, against all Expenses and,
to the extent permitted by law, judgment, fines, penalties and amounts


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paid in
settlement 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 which Indemnitee reasonably believed to be in, or not opposed
to, the best interests or the Corporation, except that no indemnification shall
be made under this Paragraph 4 in respect to any claim, issue or matter as to
which Indemnitee shall have been adjudged to be liable to the Corporation,
unless and only to the extent that the Court of Chancery of Delaware shall
determine upon application that, despite the adjudication of such liability but
in view of all the circumstances of the case, Indemnitee is fairly and
reasonably entitled to indemnity for such Expenses as the Court of Chancery
shall deem proper.


          5.
EXCEPTIONS TO RIGHT OF INDEMNIFICATION.
Notwithstanding anything to the contrary in this Agreement, except as set forth
in Paragraph 10, the Corporation shall not indemnify Indemnitee in connection
with a Proceeding (or part thereof) initiated by Indemnitee unless the
initiation thereof was approved by the Board of Directors of the Corporation.
Notwithstanding anything to the contrary in this Agreement, the Corporation
shall not indemnify Indemnitee to the extent Indemnitee is reimbursed from the
proceeds of insurance, and in the event the Corporation makes any
indemnification payments to Indemnitee and Indemnitee is subsequently
reimbursed from the proceeds of insurance, Indemnitee shall promptly refund
such indemnification payments to the Corporation to the extent of such
insurance reimbursement.


          6.
NOTIFICATION AND DEFENSE OF CLAIM.
As a condition precedent to Indemnitee’s right to be indemnified, Indemnitee
agrees to notify the Corporation in writing as soon as reasonably practicable
of any Proceeding for which indemnity will or could be sought by Indemnitee and
provide the Corporation with a copy of any summons, citation, subpoena,
complaint, indictment, information or other document relating to such
Proceeding with which Indemnitee is served; provided, however, that the failure
to give such notice shall not relieve the Corporation of its obligations to
Indemnitee under this Agreement, except to the extent, if any, that the
Corporation is actually prejudiced by the failure to give such notice. With
respect to any Proceeding of which the Corporation is so notified, the
Corporation will be entitled to participate therein at its own expense and/or
to assume the defense thereof at its own expense, with legal counsel reasonably
acceptable to Indemnitee. After notice from the Corporation to Indemnitee of
its election so to assume such defense, the Corporation shall not be liable to
the Indemnitee for any legal or other expenses subsequently incurred by the
Indemnitee in connection with such Proceeding, other than as provided below in this
Paragraph 6. Indemnitee shall have the right to employ Indemnitee’s own counsel
in connection with such Proceeding, but the fees and expenses of such counsel
incurred after notice from the Corporation of its assumption of the defense
thereof shall be at the expense of Indemnitee unless (i) the employment of
counsel by Indemnitee has been authorized by the Corporation, (ii) counsel to
Indemnitee shall have reasonably concluded that there may be a conflict of
interest or position on any significant issue between the Corporation and
Indemnitee in the conduct of the defense of such Proceeding or (iii) the
Corporation shall not in fact have employed counsel to assume the defense of
such Proceeding, in each of which cases the fees and expenses of counsel for Indemnitee
shall be at the expense of the 


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Corporation,
except as otherwise expressly provided by this Agreement. The Corporation shall
not be entitled, without the consent of Indemnitee, to assume the defense of
any claim brought by or in the right of the Corporation or as to which counsel
for Indemnitee shall have reasonably made the conclusion provided for in clause
(ii) above. The Corporation shall not be required to indemnify Indemnitee under
this Agreement for any amounts paid in settlement of any Proceeding effected
without its written consent. The Corporation shall not settle any Proceeding in
any manner that would impose any penalty or limitation on Indemnitee without
Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably
withhold its consent to any proposed settlement.


          7.
ADVANCEMENT OF EXPENSES. Any
Expenses incurred by Indemnitee in connection with any such Proceeding to which
Indemnitee was or is a witness or a party or is threatened to be a party by
reason of his Corporate Status or by reason of any action alleged to have been
taken or omitted in connection therewith shall be paid by the Corporation in
advance of the final disposition of such matter; provided, however, that the
payment of such Expenses incurred by the Indemnitee in advance of the final
disposition of such matter shall be made only upon receipt of an undertaking by
or on behalf of the Indemnitee to repay all amounts so advanced in the event
that it shall ultimately be determined that the Indemnitee is not entitled to
be indemnified by the Corporation as authorized in this Agreement; and further
provided that no such advancement of Expenses shall be made if it is determined
that (i) Indemnitee did not act in good faith and in a manner Indemnitee
reasonably believes to be in, or not opposed to, the best interests of the
Corporation, or (ii) with respect to any criminal action or proceeding, the
Indemnitee had reasonable cause to believe Indemnitee’s conduct was unlawful.
Such undertaking shall be accepted without reference to the financial ability
of Indemnitee to make such repayment. If, pursuant to the terms of this
Agreement, Indemnitee is not entitled to be indemnified with respect to such
Proceeding, then such Expenses shall be paid within 30 days after the receipt
by Indemnitee of the written request by the Corporation for the Indemnitee to
make payments to the Corporation.


          8.
PROCEDURE FOR INDEMNIFICATION. In
order to obtain indemnification pursuant to Paragraphs 3 or 4 of this
Agreement, Indemnitee shall submit to the Corporation a written request,
including in such request 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 or advancement of
Expenses. Any such indemnification or advancement of Expenses shall be made
promptly, and in any event within 30 days after receipt by the Corporation of
the written request of the Indemnitee, unless with respect to request the
Corporation determines within such 30-day period that such Indemnitee did not
meet the applicable standard of conduct set forth in Paragraphs 3 or 4, as the
case may be. Such determination, and any determination pursuant to Section 7
that advanced Expenses must be repaid to the Corporation, shall be made in each
instance (a) by a majority vote of the directors of the Corporation consisting
of persons who are not at that time parties to the Proceeding (“Disinterested
Directors”), whether or not a
quorum, (b) by a committee of Disinterested Directors designated by majority
vote of Disinterested Directors, whether


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or not a quorum, (c) if there are no
Disinterested Directors, or if Disinterested Directors so direct, by
independent legal counsel (who may, to the extent permitted by applicable law,
be regular legal counsel to the Corporation ) in a written opinion or (d) by
the stockholders.


          9.
REMEDIES. The right to
indemnification and immediate advancement of Expenses as provided by this
Agreement shall be enforceable by the Indemnitee in any court of competent
jurisdiction. Unless otherwise required by law, the burden of proving that
indemnification is not appropriate shall be on the Corporation. Neither the
failure of the Corporation to have made a determination prior to the
commencement of such action that indemnification is proper in the circumstances
because Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Corporation pursuant to Paragraph 9 that Indemnitee has
not met such applicable standard of conduct, shall be a defense to the action
or create a presumption that Indemnitee has not met the applicable standard of
conduct. Indemnitee’s expenses (of the type described in the definition of
“Expenses” in Paragraph 2 (c)) reasonably incurred in connection with
successfully establishing Indemnitee’s right to indemnification, in whole or in
part, in any such Proceeding also shall be indemnified by the Corporation.


          10.
PARTIAL INDEMNIFICATION. If
Indemnitee is entitled under any provision of this Agreement to indemnification
by the Corporation for some or a portion of the Expenses, judgments, fines
penalties or amounts paid in settlement actually and reasonably incurred by
Indemnitee or on Indemnitee’s behalf in connection with any Proceeding but not,
however, for the total amount thereof, the Corporation shall nevertheless
indemnify Indemnitee for the portion of such Expenses, judgments, fines,
penalties or amounts paid in settlement to which Indemnitee is entitled.


          11.
SUBROGATION. In the event of any
payment under this Agreement, the Corporation 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
Corporation to bring suit to enforce such rights.


          12.
TERM OF AGREEMENT. This Agreement
shall continue until and terminate upon the later of (a) six years after the
date that Indemnitee shall have ceased to serve as a director of the
Corporation or, at the request of the Corporation, as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise; (b) the expiration of all applicable statute of limitations
periods for any claim which may be brought against Indemnitee in a Proceeding
as a result of his Corporate Status; or (c) the final termination of all Proceedings
pending on the date set forth in clauses (a) or (b) in respect of which
Indemnitee is granted rights of indemnification or advancement of Expenses
hereunder and of any proceeding commenced by Indemnitee pursuant to Paragraph 9
of this Agreement relating thereto.


          13.
INDEMNIFICATION HEREUNDER NOT EXCLUSIVE.
The indemnification and advancement of Expenses provided by this Agreement
shall not be


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deemed
exclusive of any other rights to which Indemnitee may be entitled under the
Certification of Incorporation, the By-Laws, any agreement, any vote of
stockholders or disinterested directors, the General Corporation law of the
State of Delaware, any other law (common or statutory) or otherwise, both as to
action in Indemnitee’s official corporate capacity and as to action in another
capacity while holding office for the Corporation. Nothing contained in this
Agreement shall be deemed to prohibit the Corporation from purchasing and
maintaining insurance, at its expense, to protect itself or the Indemnitee
against any expense, liability or loss incurred by it or Indemnitee in any such
capacity, or arising out of Indemnitee’s status as such, whether or not
Indemnitee would be indemnified against such expense, liability or loss under
this Agreement; provided that the Corporation shall not be liable under this
Agreement to make any payment of amounts otherwise indemnifiable hereunder if
and to the extent that Indemnitee has otherwise actually received such payment
under any insurance policy, contract, agreement or otherwise, including as
provided in Section 5 hereof.


          14.
NO SPECIAL RIGHTS. Nothing herein
shall confer upon Indemnitee any right to continue to serve as a director of
the Corporation for any period of time or, except as expressly provided herein,
at any particular rate of compensation.


          15.
SAVINGS CLAUSE. If this Agreement
or any portion thereof shall be invalidated on any ground by any court of
competent jurisdiction, then the Corporation shall nevertheless indemnify
Indemnitee as to Expenses, judgments, fines, penalties and amounts paid in
settlement with respect to any Proceeding to the full extent permitted by any
applicable portion of this Agreement that shall not have been invalidated and
to the fullest extent permitted by applicable law.


          16.
COUNTERPARTS; FACSIMILE SIGNATURES.
This Agreement maybe executed in two counterparts, both of which together shall
constitute the original instrument. This Agreement may be executed by facsimile
signatures.


          17.
SUCCESSORS AND ASSIGNS. This
Agreement shall be binding upon the Corporation and its successors and assigns
and shall inure to the benefit of the estate, heirs, executors, administrators
and personal representatives of Indemnitee.


          18.
HEADINGS. The headings of the
paragraphs of this Agreement are inserted for convenience only and shall not be
deemed to constitute part of this Agreement or to affect the construction
thereof.


          19.
MODIFICATION AND WAIVER. This
Agreement amends and restates in its entirety the Original Agreement. This
Agreement may be amended from time to time to reflect changes in Delaware law
or for other reasons. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by both of the parties
hereto. No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provision hereof nor shall any such
waiver constitute a continuing waiver.


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          20.
NOTICES. All notices, requests,
demands and other communications hereunder shall be in writing and shall be
deemed to have been given (i) when delivered by hand or (ii) if mailed by
certified or registered mail with postage prepaid, on the third day after the
date on which it is so mailed:


	
 

	
 

	
 

	
 


	
 

	
(a) if to
 the Indemnitee, to:


	
 

	
 


	
 

	
 

	
Name of
 Indemnitee


	
 

	
 

	
Address of
 Indemnitee


	
 

	
 

	
 

	
 


	
 

	
(b) if to
 the Corporation, to:


	
 

	
 

	
 

	
 


	
 

	
 

	
Curtiss-Wright
 Corporation


	
 

	
 

	
4 Becker
 Farm Road


	
 

	
 

	
Roseland,
 New Jersey 07068


	
 

	
 

	
 

	
Attn:
 General Counsel





or to such other
address as may have been furnished to Indemnitee by the Corporation or to the
Corporation by Indemnitee, as the case may be.


          21.
APPLICABLE LAW. This Agreement
shall be governed by and constructed in accordance with the laws of the State
of Delaware.


          22.
ENFORCEMENT. The Corporation
expressly confirms and agrees that it has entered into this Agreement in order
to induce Indemnitee to continue to serve as a director of the Corporation and
acknowledges that Indemnitee is relying upon this Agreement in continuing in
such capacity.


          IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed
as of the day and year first above written.


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