<PAGE>

                                                                    EXHIBIT 10.4



                           Indemnification Agreement

     This Agreement, made and entered into this _______ day of __________, 2001
("Agreement"), by and between Mykrolis Corporation, a Delaware corporation
("Company"), and [_____________] ("Indemnitee"):

     WHEREAS, it is reasonable, prudent and necessary for the Company to
obligate itself to indemnify, and to advance expenses on behalf of, its
directors and executive officers 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; and

     WHEREAS, Indemnitee is willing to serve, continue to serve the Company as a
director and/or executive officer and to take on additional service for or on
its behalf on the condition that he be so indemnified;

     NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:

1.   Services by Indemnitee. Indemnitee agrees to serve as a director and/or
     executive officer of the Company. 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).

2.   Indemnification - General. The Company shall indemnify, and advance
     Expenses (as hereinafter defined) to, Indemnitee (a) as provided in this
     Agreement and (b) (subject to the provisions of this Agreement) to the
     fullest extent permitted by applicable law in effect on the date hereof and
     as amended from time to time. The rights of Indemnitee provided under the
     preceding sentence shall include, but shall not be limited to, the rights
     set forth in the other Sections of this Agreement.

3.   Proceedings Other Than Proceedings by or in the Right of the Company.
     Indemnitee shall be entitled to the rights of indemnification provided in
     this Section 3 if, by reason of his Corporate Status (as hereinafter
     defined), he is, or is threatened to be made, a party to or a participant
     in any threatened, pending or completed Proceeding (as hereinafter
     defined), other than a Proceeding by or in the right of the Company.
     Pursuant to this Section 3, Indemnitee shall be indemnified against all
     Expenses, judgments, penalties, fines and amounts paid in settlement
     (including all interest, assessments and other charges paid or payable in
     connection with or in respect of such Expenses, judgments, penalties, fines
     and amounts paid in settlement) actually and reasonably incurred by him or
     on his behalf in connection with such Proceeding or any claim, issue or
     matter therein,

<PAGE>

     if he acted in good faith and in a manner he reasonably 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 his conduct was
     unlawful.

4.   Proceedings by or in the Right of the Company. Indemnitee shall be entitled
     to the rights of indemnification provided in this Section 4 if, by reason
     of his Corporate Status, he is, or is threatened to be made, a party to or
     a participant in 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, Indemnitee shall be indemnified against all Expenses
     (including all interest, assessments and other charges paid or payable in
     connection with or in respect of such Expenses) actually and reasonably
     incurred by him or on his behalf in connection with such Proceeding if he
     acted in good faith and in a manner he reasonably believed to be in or not
     opposed to the best interests of the Company; provided, however, that
     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 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 that such
     indemnification may be made.

5.   Partial Indemnification. Notwithstanding any other provision of this
     Agreement, to the extent that Indemnitee is, by reason of his Corporate
     Status, a party to (or a participant in) and is successful, on the merits
     or otherwise, in defense of any Proceeding, he shall be indemnified against
     all Expenses actually and reasonably incurred by him or on his behalf in
     connection therewith. If Indemnitee is not wholly successful in defense of
     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 actually and
     reasonably incurred by him or on his behalf in connection with each
     successfully resolved claim, issue or matter. For purposes of this Section
     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. If Indemnitee
     is entitled under any provision of this agreement to indemnification by the
     Company for some or a portion of the Expenses, judgments, penalties, fines
     and amounts paid in settlement (including all interest, assessments and
     other charges paid or payable in connection with or in respect of such
     Expenses, judgments, penalties, fines and amounts paid in settlement)
     actually and reasonably incurred by him or on his behalf in connection with
     such Proceeding or any claim, issue or matter therein, but not, however,
     for the total amount thereof, the Company shall nevertheless indemnify
     Indemnitee for the portion to which the Indemnitee is entitled.


                                       2
<PAGE>

6.   Indemnification for Additional Expenses.

     a.    The Company shall indemnify Indemnitee against any and all Expenses
           and, if requested by Indemnitee, shall (within seven (7) business
           days of such request) advance such Expenses to Indemnitee, which are
           incurred by Indemnitee in connection with any action brought by
           Indemnitee for (i) indemnification or advance payment of Expenses by
           the Company under this Agreement or any other agreement or by-law of
           the Company now or hereafter in effect; or (ii) recovery under any
           directors' and officers' liability insurance policies maintained by
           the Company, regardless of whether Indemnitee ultimately is
           determined to be entitled to such indemnification, advance expense
           payment or insurance recovery, as the case may be.

     b.    Notwithstanding any other provision of this Agreement, to the extent
           that Indemnitee is, by reason of his Corporate Status, a witness in
           any Proceeding to which Indemnitee is not a party, he shall be
           indemnified against all Expenses actually and reasonably incurred by
           him or on his behalf in connection therewith.

7.   Advancement of Expenses. The Company shall advance all reasonable Expenses
     incurred by or on behalf of Indemnitee in connection with any Proceeding
     within seven (7) 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. Notwithstanding the foregoing, the
     obligation of the Company to advance Expenses pursuant to this Section 7
     shall be subject to the condition that, if, when and to the extent that the
     Company determines that Indemnitee would not be permitted to be indemnified
     under applicable law, the Company shall be entitled to be reimbursed,
     within thirty (30) days of such determination, by Indemnitee (who hereby
     agrees to reimburse the Company) for all such amounts theretofore paid;
     provided, however, that if Indemnitee has commenced or thereafter commences
     legal proceedings in a court of competent jurisdiction to secure a
     determination that Indemnitee should be indemnified under applicable law,
     any determination made by the Company that Indemnitee would not be
     permitted to be indemnified under applicable law shall not be binding and
     Indemnitee shall not be required to reimburse the Company for any advance
     of Expenses until a final judicial determination is made with respect
     thereto (as to which all rights of appeal therefrom have been exhausted or
     lapsed).


                                       3
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8.   Procedure for Determination of Entitlement to Indemnification.

     a.    To obtain indemnification under this Agreement, Indemnitee shall
           submit to the Company a written request, including therein or
           therewith 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.
           The Secretary of the Company shall, promptly upon receipt of such a
           request for indemnification, advise the Board in writing that
           Indemnitee has requested indemnification.

     b.    Upon written request by Indemnitee for indemnification pursuant to
           the first sentence of Section 8(a) hereof, 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 in
           Control (as hereinafter defined) shall have occurred, by Independent
           Counsel (as hereinafter defined) in a written opinion to the Board of
           Directors, a copy of which shall be delivered to Indemnitee; or (ii)
           if a Change of Control shall not have occurred, (A) by a majority
           vote of the Disinterested Directors (as hereinafter defined), even
           though less than a quorum of the Board, or (B) if there are no such
           Disinterested Directors or, if such Disinterested Directors so
           direct, by Independent Counsel in a written opinion to the Board, a
           copy of which shall be delivered to Indemnitee or (C) if so directed
           by the Board, by the stockholders of the Company; and, if it is so
           determined that Indemnitee is entitled to indemnification, payment to
           Indemnitee shall be made within seven (7) days after such
           determination. The Company and the Indemnitee shall each 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 upon reasonable advance
           request any documentation or information which is not privileged or
           otherwise protected from disclosure and which is reasonably available
           to Indemnitee and reasonably necessary to such determination. Any
           costs or expenses (including attorneys' fees and disbursements)
           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.    In the event the determination of entitlement to indemnification is
           to be made by Independent Counsel pursuant to Section 8(b) hereof,
           the Independent Counsel shall be selected as provided in this Section
           8(c). If a Change of Control shall not have occurred, the Independent
           Counsel shall be selected by the Board of Directors, and the Company
           shall give written notice to Indemnitee advising him 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 of Directors, in which event the preceding sentence
           shall apply), and Indemnitee


                                       4
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           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 10 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; provided, however, that 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 17 of this Agreement, and the objection shall set forth with
           particularity the factual basis of such assertion. If such written
           objection is so made and substantiated, the Independent Counsel so
           selected may not serve as Independent Counsel unless and until such
           objection is withdrawn or a court has determined that such objection
           is without merit. If, within 20 days after submission by Indemnitee
           of a written request for indemnification pursuant to Section 8(a)
           hereof, 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 all objections are so resolved or the person so
           appointed shall act as Independent Counsel under Section 8(b) hereof.
           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 8(b) hereof, and the
           Company shall pay all reasonable fees and expenses incident to the
           procedures of this Section 8(c), regardless of the manner in which
           such Independent Counsel was selected or appointed, and if such
           Independent Counsel was selected or appointed by the Indemnitee or
           the Court, shall provide such Independent Counsel with such retainer
           as may requested by such counsel. Upon the due commencement of any
           judicial proceeding or arbitration pursuant to Section 10(a)(iii) of
           this Agreement, Independent Counsel shall be discharged and relieved
           of any further responsibility in such capacity (subject to the
           applicable standards of professional conduct then prevailing).

     d.    The Company shall not be required to obtain the consent of the
           Indemnitee to the settlement of any Proceeding which the Company has
           undertaken to defend if the Company assumes full and sole
           responsibility for such settlement and the settlement grants the
           Indemnitee a complete and unqualified release in respect of the
           potential liability. The Company shall not be liable for any amount
           paid by the Indemnitee in settlement of any Proceeding that is not
           defended by the Company, unless the Company has consented to such
           settlement, which consent shall not be unreasonably withheld.


                                       5
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9.   Presumptions and Effect of Certain Proceedings.

     a.    In making a determination with respect to entitlement to
           indemnification or the advancement of expenses hereunder, the person
           or persons or entity making such determination shall presume that
           Indemnitee is entitled to indemnification or advancement of expenses
           under this Agreement if Indemnitee has submitted a request for
           indemnification or the advancement of expenses in accordance with
           Section 8(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. Neither the failure of the Company (including its
           board of directors or independent legal counsel) to have made a
           determination prior to the commencement of any action pursuant to
           this Agreement that indemnification is proper in the circumstances
           because Indemnitee has met the applicable standard of conduct, nor an
           actual determination by the Company (including its board of directors
           or independent legal counsel) 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.

     b.    If the person, persons or entity empowered or selected under Section
           8 of this Agreement to determine whether Indemnitee is entitled to
           indemnification shall not have made a determination within sixty (60)
           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, however, that such
           60-day period may be extended for a reasonable time, not to exceed an
           additional thirty (30) 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 of documentation and/or information relating thereto; and
           provided, further, that the foregoing provisions of this Section 9(b)
           shall not apply (i) if the determination of entitlement to
           indemnification is to be made by the stockholders pursuant to Section
           8(b) of this Agreement and if (A) within fifteen (15) days after
           receipt by the Company of the request for such determination the
           Board of Directors has resolved to submit such determination to the
           stockholders for their consideration at an annual meeting thereof to
           be held within seventy-five (75) days after such receipt and such
           determination is made thereat, or (B) a special meeting of
           stockholders is called within fifteen (15) days after such receipt
           for the purpose of making such determination, such meeting is held
           for such purpose within sixty (60) 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 8(b) of this Agreement.


                                       6
<PAGE>

     c.    The termination of any Proceeding or of any claim, issue or matter
           therein, by judgment, order, settlement or conviction, or upon 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 he
           reasonably 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 his conduct was
           unlawful.

     d.    Reliance as Safe Harbor. For purposes of any determination of Good
           Faith, Indemnitee shall be deemed to have acted in Good Faith if
           Indemnitee's action is based on the records or books of account of
           the Company or relevant enterprise, including financial statements,
           or on information supplied to Indemnitee by the officers of the
           Company or relevant enterprise in the course of their duties, or on
           the advice of legal counsel for the Company or relevant enterprise or
           on information or records given in reports made to the Company or
           relevant enterprise by an independent certified public accountant or
           by an appraiser or other expert selected with reasonable care by the
           Company or relevant enterprise. The provisions of this Section 9(d)
           shall not be deemed to be exclusive or to limit in any way the other
           circumstances in which the Indemnitee may be deemed to have met the
           applicable standard of conduct set forth in this Agreement.

     e.    Actions of Others. The knowledge and/or actions, or failure to act,
           of any director, officer, agent or employee of the Company or
           relevant enterprise shall not be imputed to Indemnitee for purposes
           of determining the right to indemnification under this Agreement.

10.  Remedies of Indemnitee.

     a.    In the event that (i) a determination is made pursuant to Section 8
           of this Agreement that Indemnitee is not entitled to indemnification
           under this Agreement, (ii) advancement of Expenses is not timely made
           pursuant to Section 7 of this Agreement, (iii) no determination of
           entitlement to indemnification shall have been made pursuant to
           Section 8(b) of this Agreement within 90 days after receipt by the
           Company of the request for indemnification, (iv) payment of
           indemnification is not made pursuant to Section 5 or 6 of this
           Agreement within ten (10) days after receipt by the Company of a
           written request therefor, or (v) payment of indemnification is not
           made within ten (10) days after a determination has been made that
           Indemnitee is entitled to indemnification, Indemnitee shall be
           entitled to an adjudication by the Court of Chancery of the State of
           Delaware, or any other court of competent jurisdiction, of his
           entitlement to such indemnification or advancement of Expenses.
           Alternatively, Indemnitee, at his option, may seek an award in
           arbitration to be conducted by a single arbitrator pursuant to the
           Commercial Arbitration Rules of the American Arbitration Association.


                                       7
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     b.    In the event that a determination shall have been made pursuant to
           Section 8(b) of this Agreement that Indemnitee is not entitled to
           indemnification, any judicial proceeding or arbitration commenced
           pursuant to this Section 10 shall be conducted in all respects as a
           de novo trial, or arbitration, 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 or
           arbitration commenced pursuant to this Section 10, 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 pursuant to Section 8(b) of
           this Agreement that Indemnitee is entitled to indemnification, the
           Company shall be bound by such determination in any judicial
           proceeding or arbitration commenced pursuant to this Section 10,
           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.    In the event that Indemnitee, pursuant to this Section 10, seeks a
           judicial adjudication of or an award in arbitration to enforce his
           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 17 of this
           Agreement) actually and reasonably incurred by him in such judicial
           adjudication or arbitration, but only if he prevails therein. If it
           shall be determined in said judicial adjudication or arbitration 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
           or arbitration shall be appropriately prorated. The Company shall
           indemnify Indemnitee against any and all Expenses and, if requested
           by Indemnitee, shall (within ten (10) days after receipt by the
           Company of a written request therefor) advance such expenses to
           Indemnitee, which are incurred by Indemnitee in connection with any
           action brought by Indemnitee for indemnification or advance of
           Expenses from the Company under this Agreement or under any
           directors' or officers' liability insurance policies maintained by
           the Company, regardless of whether Indemnitee ultimately is
           determined to be entitled to such indemnification, advancement of
           Expenses or insurance recovery, as the case may be.

     e.    The Company shall be precluded from asserting in any judicial
           proceeding or arbitration commenced pursuant to this Section 10 that
           the procedures and presumptions of this Agreement are not valid,
           binding and enforceable and shall stipulate in any such court or
           before any such arbitrator that the Company is bound by all the
           provisions of this Agreement.


                                       8
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11.  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 By-Laws, any
           agreement, a vote of stockholders or a resolution of directors, or
           otherwise. No amendment, alteration or repeal of this Agreement or of
           any provision hereof shall limit or restrict any right of Indemnitee
           under this Agreement in respect of any action taken or omitted by
           such Indemnitee in his Corporate Status prior to such amendment,
           alteration or repeal. To the extent that a change in the General
           Corporation Law of the State of Delaware, whether by statute or
           judicial decision, permits greater indemnification or advancement of
           Expenses than would be afforded currently under the Company's By-Laws
           and this Agreement, it is the intent of the parties hereto that
           Indemnitee shall enjoy by this Agreement the greater benefits so
           afforded by such change. No right or remedy herein conferred is
           intended to be exclusive of any other right or remedy, and every
           other right and remedy shall be cumulative and in addition to every
           other right and remedy given hereunder or now or hereafter existing
           at law or in equity or otherwise. The assertion or employment of any
           right or remedy hereunder, or otherwise, shall not prevent the
           concurrent assertion or employment of any other right or remedy.

     b.    To the extent that the Company maintains an insurance policy or
           policies providing liability insurance for directors, officers,
           employees or agents of the Company or of any other corporation,
           partnership, joint venture, trust, employee benefit plan or other
           enterprise which 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 or agent 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 or 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 has otherwise actually received such payment
           under any insurance policy, contract, agreement or otherwise.

     e.    The Company's obligation to indemnify or advance expenses hereunder
           to Indemnitee who is or was serving at the request of the Company as
           a director, officer, employee or agent of any other corporation,
           partnership, joint venture, trust, employee benefit plan or other
           enterprise shall be reduced by any amount


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           Indemnitee has actually received as indemnification or advancement of
           expenses from such other corporation, partnership, joint venture,
           trust, employee benefit plan or other enterprise.

12.  Duration of Agreement.

     a.    This Agreement shall continue until and terminate upon the later of:
           (i) 10 years after the date that Indemnitee shall have ceased to
           serve as a director and/or executive officer of the Company (or of
           any other corporation, partnership, joint venture, trust, employee
           benefit plan or other enterprise which Indemnitee served at the
           request of the Company); or (ii) the final termination of any
           Proceeding then pending 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 10 of this
           Agreement relating thereto.

     b.    This Agreement shall not be deemed an employment contract between the
           Company (or any of its subsidiaries) and Indemnitee. Indemnitee
           specifically acknowledges that Indemnitee's employment with the
           Company (or any of its subsidiaries), if any, is at will, and the
           Indemnitee may be discharged at any time for any reason, with or
           without cause, except as may be otherwise provided in any written
           employment contract between Indemnitee and the Company (or any of its
           subsidiaries), other applicable formal severance policies duly
           adopted by the Board, or, with respect to service as a director or
           officer of the Company, by the Company's Certificate of
           Incorporation, By-laws, and the General Corporation Law of the State
           of Delaware. The foregoing notwithstanding, this Agreement shall
           continue in force as provided above after Indemnitee has ceased to
           serve as a director and/or executive officer of the Company.

     c.    This Agreement shall be binding upon the Company and its successors
           and assigns and shall inure to the benefit of Indemnitee and his
           heirs, executors and administrators.

13.  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 (including without limitation, each portion of any Section
     of this Agreement containing any such provision held to be invalid, illegal
     or unenforceable, that is not itself invalid, illegal or unenforceable)
     shall not in any way be affected or impaired thereby; (b) such provision or
     provisions shall be deemed reformed to the extent necessary to conform to
     applicable law and to give the maximum effect to the intent of the parties
     hereto; and (c) to the fullest extent possible, the provisions of this
     Agreement (including, without limitation, each portion of any Section of
     this Agreement containing any such provision held to be invalid, illegal or
     unenforceable, that is not itself invalid, illegal or unenforceable) shall
     be construed so as to give effect to the intent manifested thereby.


                                       10
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14.  Exception to Right of Indemnification or Advancement of Expenses. Except as
     provided in Section 6(a) of this Agreement, Indemnitee shall not be
     entitled to indemnification or advancement of Expenses under this Agreement
     with respect to any Proceeding brought by Indemnitee (other than a
     Proceeding by Indemnitee to enforce his rights under this Agreement), or
     any claim therein, unless the bringing of such Proceeding or making of such
     claim shall have been approved by the Board of Directors.

15.  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 shall constitute one and the same
     Agreement. Only one such counterpart signed by the party against whom
     enforceability is sought needs to be produced to evidence the existence of
     this Agreement.

16.  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.

17.  Definitions.  For purposes of this Agreement:

     a.    "Change in Control" shall have the meaning set forth on Exhibit A.

     b.    "Corporate Status" describes the status of a person who is or was a
           director, officer, employee, fiduciary or agent 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.

     c.    "Disinterested Director" means a director of the company who is not
           and was not a party to the Proceeding in respect of which
           indemnification is sought by Indemnitee.

     d.    "Effective Date" means [    ], 2001.

     e.    "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 of the types customarily incurred in connection with
           prosecuting, defending, preparing to prosecute or defend,
           investigating, being or preparing to be a witness, in, or otherwise
           participating in, a Proceeding.

     f.    "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 past five years has been, retained to
           represent: (i) the Company or Indemnitee in any matter material to
           either such party, or (ii) any other party to the Proceeding giving
           rise to a claim for indemnification hereunder. Notwithstanding the
           foregoing, the term "Independent Counsel" shall not include any
           person who,

                                       11
<PAGE>

           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. The Company agrees to pay the reasonable
           fees of the Independent Counsel referred to above and to fully
           indemnify such counsel against any and all Expenses, claims,
           liabilities and damages arising out of or relating to this Agreement
           or its engagement pursuant hereto.

     g.    "Proceeding" includes any threatened, pending or completed action,
           suit, arbitration, alternate dispute resolution mechanism,
           investigation, inquiry, administrative hearing or any other actual,
           threatened or completed proceeding, whether brought by or in the
           right of the Corporation or otherwise and whether civil, criminal,
           administrative or investigative, in which Indemnitee was, is, may be
           or will be involved as a party or otherwise, by reason of the fact
           that Indemnitee is or was a director or officer of the Company, by
           reason of any action taken by him or of any inaction on his part
           while acting as director or officer of the Company, or by reason of
           the fact that he is or was serving at the request of the Company as a
           director, officer, employee or agent of another corporation,
           partnership, joint venture, trust or other enterprise; in each case
           whether or not he is acting or serving in any such capacity at the
           time any liability or expense is incurred for which indemnification
           or advancement of expenses can be provided under this Agreement;
           except one (i) initiated by an Indemnitee pursuant to Section 10 of
           this Agreement to enforce his right under this Agreement or (ii)
           pending on or before the Effective Date.

18.  Enforcement.

     a.    The Company expressly confirms and agrees that it has entered into
           this Agreement and assumed the obligations imposed on it hereby in
           order to induce Indemnitee to serve as a director and/or officer of
           the Company, and the Company acknowledges that Indemnitee is relying
           upon this Agreement in serving as a director and/or officer of the
           Company.

     b.    This Agreement constitutes the entire agreement between the parties
           hereto with respect to the subject matter hereof and supersedes all
           prior agreements and understandings, oral, written and implied,
           between the parties hereto with respect to the subject matter hereof.

19.  Modification and Waiver. 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 provisions hereof
     (whether or not similar) nor shall such waiver constitute a continuing
     waiver.

                                       12
<PAGE>

20.  Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in
     writing upon 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. The failure of Indemnitee to so notify the Company shall
     not relieve the Company of any obligation which it may have to the
     Indemnitee under this Agreement or otherwise.

21.  Notices. All notices, requests, demands or other communications hereunder
     shall be in writing and shall be deemed to have been duly given if (i)
     delivered by hand and receipted for by the party to whom said notice or
     other communication shall have been direct, or (ii) mailed by certified or
     registered mail with postage prepaid, on the third business day after the
     date on which it is so mailed:

     a.    If to Indemnitee to:

                    [INDEMNITEE'S NAME]
                    [ADDRESS]


     b.    If to the Company to:

                    Patriots Park
                    Bedford, Massachusetts  01730
                    Attention:  General Counsel

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

22.  Contribution. To the fullest extent permissible under applicable law, if
     the indemnification provided for in this Agreement is unavailable to
     Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying
     Indemnitee, shall contribute to the amount incurred by Indemnitee, whether
     for judgments, fines, penalties, excise taxes, amounts paid or to be paid
     in settlement and/or for Expenses, in connection with any claim relating to
     an indemnifiable event under this Agreement, in such proportion as is
     deemed fair and reasonable in light of all of the circumstances of such
     Proceeding in order to reflect (i) the relative benefits received by the
     Company and Indemnitee as a result of the event(s) and/or transaction(s)
     giving cause to such Proceeding; and/or (ii) the relative fault of the
     Company (and its directors, officers, employees and agents) and Indemnitee
     in connection with such event(s) and/or transaction(s).

23.  Governing Law; Submission to Jurisdiction; Appointment of Agent for Service
     of Process. This Agreement and the legal relations 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. Except
     with respect to any arbitration commenced by Indemnitee pursuant to Section
     10(a) of this Agreement, the Company


                                       13
<PAGE>

     and Indemnitee hereby irrevocably and unconditionally (i) agree that any
     action or proceeding arising out of or in connection with this Agreement
     shall be brought only in the Chancery Court of the State of Delaware (the
     "Delaware Court"), and not in any 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
     any action or proceeding arising out of or in connection with this
     Agreement, (iii) appoint, to the extent such party is not a resident of the
     State of Delaware, irrevocably [_______________] as its agent in the State
     of Delaware for acceptance of legal process in connection with any such
     action or proceeding against such party with the same legal force and
     validity as if served upon such party personally within the State of
     Delaware, (iv) waive any objection to the laying of venue of any such
     action or proceeding in the Delaware Court, and (v) waive, and agree not to
     plead or to make, any claim that any such action or proceeding brought in
     the Delaware Court has been brought in an improper or otherwise
     inconvenient forum.

24.  Miscellaneous. Use of the masculine pronoun shall be deemed to include
     usage of the feminine pronoun where appropriate.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.

ATTEST:                          Mykrolis Corporation



_______________________________  By:____________________________
Name:                            Name:
                                 Title:


ATTEST:                          INDEMNITEE



_______________________________  _____________________________
Name:                            Name:


                                       14
<PAGE>

                                   EXHIBIT A

     Change of Control.  For the purposes of this Agreement, a "Change of
Control" means:

     i.    The acquisition by any person, corporation, partnership, limited
           liability company or other entity (a "Person", which term shall
           include a group within the meaning of section 13(d) of the Securities
           Exchange Act of 1934 (the "Exchange Act")) of ultimate beneficial
           ownership (within the meaning of Rule 13d-3 promulgated under the
           Exchange Act), directly or indirectly of 30% or more of either (i)
           the then outstanding shares of common stock of the Company (the
           "Outstanding Company Common Stock") or (ii) the combined voting power
           of the then outstanding voting securities of the Company entitled to
           vote generally in the election of directors (the "Outstanding Company
           Voting Securities"); provided, however, that for purposes of this
           subsection (a), the following acquisitions shall not constitute a
           Change of Control: (i) any such acquisition directly from the
           Company, except for acquisition of securities upon conversion of
           other securities of the Company (ii) any such acquisition by the
           Company, (iii) any such acquisition by any employee benefit plan (or
           related trust) sponsored or maintained by the Company or any
           corporation controlled by the Company or (iv) any such acquisition by
           any corporation pursuant to a transaction which complies with clauses
           (i), (ii) and (iii) of subsection (c) of this Exhibit A; or

     ii.   Individuals who, as of the date hereof, constitute the Board (the
           "Incumbent Board") cease for any reason to constitute at least a
           majority of the Board; provided, however, that any individual
           becoming a director subsequent to the date hereof whose election, or
           nomination for election, by the Company's shareholders, was approved
           by a vote of at least a majority of the directors then comprising the
           Incumbent Board shall be considered as though such individual were a
           member of the Incumbent Board, but excluding, for this purpose, any
           such individual whose initial assumption of office occurs as a result
           of an actual or threatened election contest with respect to the
           election or removal of directors or other actual or threatened
           solicitation of proxies or consents by or on behalf of a Person other
           than the Board; or

     iii.  Consummation of a reorganization, merger or consolidation or sale or
           other disposition of all or substantially all of the assets of the
           Company in one or a series of transactions (a "Business
           Combination"), in each case, unless, following such Business
           Combination, (i) all or substantially all of the individuals and
           entities who were the beneficial owners, respectively, of the
           Outstanding Company Common Stock and Outstanding Company

                                       15
<PAGE>

           Voting Securities immediately prior to such Business Combination
           beneficially own, directly or indirectly, immediately following such
           Business Combination more than 50% of, respectively, the outstanding
           shares of common stock and the combined voting power of the then
           outstanding voting securities entitled to vote generally in the
           election of directors, as the case may be, of the corporation
           resulting from such Business Combination (including, without
           limitation, a corporation which as a result of such transaction owns
           the Company or all or substantially all of the Company's assets
           either directly or through one or more subsidiaries) in substantially
           the same proportions as their ownership, immediately prior to such
           Business Combination of the Outstanding Company Common Stock and
           outstanding Company Voting Securities, as the case may be, (ii) no
           Person (excluding any corporation resulting from such Business
           Combination or any employee benefit plan (or related trust) of the
           Company or such corporation resulting from such Business Combination)
           ultimately beneficially owns, directly or indirectly, 30% or more of,
           respectively, the then outstanding shares of common stock of the
           corporation resulting from such Business Combination or the combined
           voting power of the then outstanding voting securities of such
           corporation except to the extent that such ownership existed prior to
           the Business Combination and (iii) at least a majority of the members
           of the board of directors of the corporation resulting from such
           Business Combination were members of the Incumbent Board at the time
           of the execution of the initial agreement, or of the action of the
           Board, providing for such Business Combination; or

     iv.   Approval by the shareholders of the Company of a complete liquidation
           or dissolution of the Company.


                                       16