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Exhibit 10.25    
    


 
 

FORM OF INDEMNIFICATION AGREEMENT    
    


        THIS AGREEMENT is effective February    , 2005, between Huntsman Corporation, a Delaware corporation (the "Corporation"), and the undersigned director
or officer of the Corporation ("Indemnitee"). 


        WHEREAS,
the Corporation has adopted Amended and Restated Bylaws (as the same may be amended from time to time, the "Bylaws") providing for indemnification of the Corporation's directors
and officers to the maximum extent authorized by the Delaware General Corporation Law (the "DGCL"); and 


        WHEREAS,
the Bylaws and the DGCL contemplate that contracts and insurance policies may be entered into with respect to indemnification of directors and officers; and 


        WHEREAS,
there are questions concerning the adequacy and reliability of the protection which might be afforded to directors and officers from acquisition of policies of Directors and
Officers Liability Insurance ("D&O Insurance"), covering certain liabilities which might be incurred by directors and officers in the performance of their services to the Corporation; and 


        WHEREAS,
it is reasonable, prudent and necessary for the Corporation to obligate itself contractually to indemnify Indemnitee so that he will serve or continue to serve the Corporation
free from undue concern that he will not be adequately protected; and 


        WHEREAS,
Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Corporation on condition that he be so indemnified; 



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



        1.    Definitions.    As used in this Agreement: 



        (a)   The
term "Proceeding" shall include any threatened, pending or completed action, suit, inquiry or proceeding, whether brought by or in the right of the Corporation or
otherwise and whether of a civil, criminal, administrative, arbitrative or investigative nature, in which Indemnitee is or will be involved as a party, as a witness or otherwise, by reason of the fact
that Indemnitee is or was a director or officer of the Corporation, by reason of any action taken by him or of any inaction on his part while acting as a director or officer or by reason of the fact
that he is or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust, limited liability company 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 reimbursement can be provided
under this Agreement; provided that any such action, suit or proceeding which is brought by Indemnitee against the Corporation or directors or officers of the Corporation, other than an action brought
by Indemnitee to enforce his rights under this Agreement, shall not be deemed a Proceeding without prior approval by a majority of the Board of Directors of the Corporation. 


        (b)   The
term "Expenses" shall include, without limitation, any judgments, fines and penalties against Indemnitee in connection with a Proceeding; amounts paid by Indemnitee
in settlement of a Proceeding; and all attorneys' fees and disbursements, accountants' fees, private investigation fees and disbursements, retainers, court costs, transcript costs, fees of experts,
fees and expenses of witnesses, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements, or expenses, reasonably
incurred by or for Indemnitee in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in a 









 





Proceeding
or establishing Indemnitee's right of entitlement to indemnification for any of the foregoing. 


        (c)   References
to Indemnitee's being or acting as "a director or officer of the Corporation" or "serving at the request of the Corporation as a director, officer, trustee,
employee or agent of another corporation, partnership, joint venture, trust, limited liability company or other enterprise" shall include in each case service to or actions taken while a director,
officer, trustee, employee or agent of any subsidiary or predecessor of the Corporation. 


        (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 which imposes duties on, or involves services by,
such director, officer, trustee, 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 interest of the Corporation" as
referred to in this Agreement. 


        (e)   The
term "substantiating documentation" shall mean copies of bills or invoices for costs incurred by or for Indemnitee, or copies of court or agency orders or decrees or
settlement agreements, as the case may be, accompanied by a sworn statement from Indemnitee that such bills, invoices, court or agency orders or decrees or settlement agreements, represent costs or
liabilities meeting the definition of "Expenses" herein. 


        (f)    The
terms "he" and "his" have been used for convenience and mean "she" and "her" if Indemnitee is a female. 




        2.    Indemnity of Director or Officer.    The Corporation hereby
agrees to hold harmless and indemnify Indemnitee against Expenses to the fullest extent authorized or permitted by law (including the applicable provisions of the DGCL). The phrase "to the fullest
extent permitted by law" shall include, but not be limited to (a) to the fullest extent permitted by any provision of the DGCL that authorizes or permits additional indemnification by
agreement, or the corresponding provision of any amendment to or replacement of the DGCL and (b) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL
adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. Any amendment, alteration or repeal of the DGCL that adversely
affects any right of Indemnitee shall be prospective only and shall not limit or eliminate any such right with respect to any Proceeding involving any occurrence or alleged occurrence of any action or
omission to act that took place prior to such amendment or repeal. 


        3.    Additional Indemnity.    The Corporation hereby further agrees
to hold harmless and indemnify Indemnitee against Expenses incurred by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust, limited liability company or other enterprise, including,
without limitation, any predecessor, subsidiary or affiliated entity of the Corporation, but only if Indemnitee acted in good faith and, in the case of conduct in his official capacity, in a manner he
reasonably believed to be in the best interests of the Corporation and, in all other cases, not opposed to the best interests of the Corporation. Additionally, in the case of a criminal proceeding,
Indemnitee must have had no reasonable cause to believe that his conduct was unlawful. The termination of any Proceeding by judgment, order of the court, 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 



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in
a manner which he reasonably believed to be in or not opposed to the best interest of the Corporation, and with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe
that his conduct was unlawful. 


        4.    Contribution.    If the indemnification provided under
Section 2 is unavailable by reason of a court decision, based on grounds other than any of those set forth in Section 15, then, in respect of any Proceeding in which the Corporation is
jointly liable with Indemnitee (or would be if joined in such Proceeding), the Corporation shall contribute to the amount of Expenses actually and reasonably incurred and paid or payable by Indemnitee
in such proportion as is appropriate to reflect (i) the relative benefits received by the Corporation on one hand and Indemnitee on the other from the transaction from which such Proceeding
arose and (ii) the relative fault of the Corporation on the one hand and of Indemnitee on the other in connection with the events that resulted in such Expenses as well as any other relevant
equitable considerations. The relative fault of the Corporation on the one hand and of Indemnitee on the other shall be determined by reference to, among other things, the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses. The Corporation agrees that it would not be just and equitable if contribution
pursuant to this Section 4 were determined by pro rata allocation or any other method of allocation that does not take into account of the foregoing equitable considerations. 



        5.    Choice of Counsel.    If Indemnitee is not an officer of the
Corporation, he, together with the other directors who are not officers of the Corporation (the "Outside Directors"), shall be entitled to employ, and be reimbursed for the fees and disbursements of,
counsel separate from that chosen by Indemnitees who are officers of the Corporation. The principal counsel for Outside Directors ("Principal Counsel") shall be determined by majority vote of the
Outside Directors, and the Principal Counsel for the Indemnitees who are not Outside Directors ("Separate Counsel") shall be determined by majority vote of such Indemnitees, in each case subject to
the consent of the Corporation (not to be unreasonably withheld or delayed). The obligation of the Corporation to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not
extend to the fees and disbursements of any counsel employed by Indemnitee other than Principal Counsel or Separate Counsel, as the case may be, unless Indemnitee has interests that are different from
those of the other Indemnitees or defenses available to him that are in addition to or different from those of the other Indemnitees such that Principal Counsel or Separate Counsel, as the case may
be, would have an actual or potential conflict of interest in representing Indemnitee. 


        6.    Advances of Expenses.    Expenses (other than judgments,
penalties, fines and settlements) incurred by Indemnitee shall be paid by the Corporation, in advance of the final disposition of the Proceeding, within 20 calendar days after receipt of Indemnitee's
written request accompanied by substantiating documentation and Indemnitee's written affirmation that he has met the standard of conduct for indemnification and a written undertaking to repay such
amount to the extent it is ultimately determined that indemnitee is not entitled to indemnification. No objections based on or involving the question whether such charges meet the definition of
"Expenses," including any question regarding the reasonableness of such Expenses, shall be grounds for failure to advance to such Indemnitee, or to reimburse such Indemnitee for, the amount claimed
within such 20-day period, and the undertaking of Indemnitee set forth in Section 8 hereof to repay any such amount to the extent it is ultimately determined that Indemnitee is not
entitled to indemnification shall be deemed to include an undertaking to repay any such amounts determined not to have met such definition. 


        7.    Right of Indemnitee to Indemnification Upon Application; Procedure Upon
Application.    Any indemnification under this Agreement, other than pursuant to Section 6 hereof, shall be made no later than 60 days after receipt by
the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 60-day 



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period
by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, (b) a committee of the Board of Directors
designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written
opinion or (d) the stockholders, that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof. 



        The
right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that
indemnification is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its
stockholders) 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 standards of conduct,
nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) 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. 



        8.    Undertaking by Indemnitee.    Indemnitee hereby undertakes to
repay to the Corporation (a) any advances of Expenses pursuant to Section 6 hereof and (b) any judgments, penalties, fines and settlements paid to or on behalf of Indemnitee
hereunder, in each case to the extent that it is ultimately determined that Indemnitee is not entitled to indemnification. As a condition to the advancement of such Expenses or the payment of such
judgments, penalties, fines and settlements, Indemnitee shall, at the request of the Company, execute an acknowledgment that such Expenses or
such judgments, penalties, fines and settlements, as the case may be, are delivered pursuant and are subject to the provisions of this Agreement. 



        9.    Indemnification Hereunder Not Exclusive.    The indemnification
and advancement of expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Company's Amended and Restated Certificate of
Incorporation (as the same may be amended from time to time), the Bylaws, the DGCL, any D&O Insurance, any agreement, or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office; provided, however, that this Agreement supersedes all prior written indemnification agreements between the Corporation (or any predecessor thereof) and
Indemnitee with respect to the subject matter hereof. However, Indemnitee shall reimburse the Corporation for amounts paid to him pursuant to such other rights to the extent such payments duplicate
any payments received pursuant to this Agreement. 


        10.    Continuation of Indemnity.    All agreements and obligations of
the Corporation contained herein shall continue during the period Indemnitee is a director or officer of the Corporation (or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust, limited liability company or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any
possible Proceeding (notwithstanding the fact that Indemnitee has ceased to serve the Corporation). 


        11.    Partial Indemnification.    If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Corporation for a portion of Expenses, but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for
the portion of such Expenses to which Indemnitee is entitled. 


        12.    Settlement of Claims.    The Corporation shall not be liable to
indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Corporation's written consent. The Corporation shall not settle any Proceeding in
any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. 



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Neither
the Corporation nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement. The Corporation shall not be liable to indemnify Indemnitee under this Agreement
with regard to any judicial award if the Corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action. 


        13.    Acknowledgements.    



        (a)    Corporation Acknowledgement.    The Corporation expressly confirms and agrees that it has entered into this
Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve or to continue to serve as a director or officer of the Corporation, and acknowledges
that Indemnitee is relying upon this Agreement in agreeing to serve or in continuing to serve as a director or officer of the Corporation. 


        (b)    Mutual Acknowledgment.    Both the Corporation and Indemnitee acknowledge that in certain instances, Federal
law or public policy may override applicable state law and prohibit the Corporation from indemnifying its directors and officers under this Agreement or otherwise. For example, the Corporation and
Indemnitee acknowledge that the Securities and Exchange Commission (the "SEC") has taken the position that indemnification is not permissible for liabilities arising under certain federal securities
laws, and federal legislation prohibits indemnification for certain ERISA violations. Indemnitee understands and acknowledges that the Corporation has undertaken or may be required in the future to
undertake with the SEC to submit the question of indemnification to a court in certain circumstances for a determination of the Corporation's right under public policy to indemnify Indemnitee. 




        14.    Enforcement.    In the event Indemnitee is required to bring
any action or other proceeding to enforce rights or to collect moneys due under this Agreement and is successful in such action, the Corporation shall reimburse Indemnitee for all of Indemnitee's
Expenses in bringing and pursuing such action. 


        15.    Exceptions.    Any other provision herein to the contrary
notwithstanding, the Corporation shall not be obligated pursuant to the terms of this Agreement: 



        (a)    No Entitlement to Indemnification.    To indemnify Indemnitee for any expenses incurred by Indemnitee with
respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that Indemnitee was not entitled to indemnification
hereunder; 


        (b)    Insured Claims.    To indemnify Indemnitee for Expenses or liabilities of any type whatsoever (including, but
not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the extent such Expenses or liabilities have been paid directly to Indemnitee by an insurance
carrier under a D&O Insurance policy maintained by the Corporation; 



        (c)    Remuneration in Violation of Law.    To indemnify Indemnitee in respect of remuneration paid to Indemnitee if
it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; 


        (d)    Indemnification Unlawful.    To indemnify Indemnitee if a final decision by a court having jurisdiction in the
matter shall determine that such indemnification is not lawful; 



        (e)    Misconduct, Etc.    To indemnify Indemnitee on account of Indemnitee's conduct which is finally adjudged to
have been knowingly fraudulent or deliberately dishonest or to constitute intentional misconduct, a knowing violation of law, a violation of Section 174 of the DGCL or a transaction from which
Indemnitee derived an improper personal benefit; 




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        (f)    Breach of Duty.    To indemnify Indemnitee on account of Indemnitee's conduct which is the subject of any
Proceeding brought by the Corporation and approved by a majority of the Board of Directors which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential
information in violation of Indemnitee's fiduciary or contractual obligations to the Corporation, or any other willful and deliberate breach in bad faith of Indemnitee's duty to the Corporation or its
stockholders; or 


        (g)    Claims Under Section 16(b).    To indemnify Indemnitee for expenses or the payment of profits arising
from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute. 




        16.    Severability.    If any provision of this Agreement shall be
held to be invalid, illegal or unenforceable (a) the validity, legality and enforceability of the remaining provisions of this Agreement shall not be in any way affected or impaired thereby,
and (b) to the fullest extent possible, the provisions of this Agreement shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or
unenforceable. Each section of this Agreement is a separate and independent portion of this Agreement. If the indemnification to which Indemnitee is entitled with respect to any aspect of any claim
varies between two or more sections of this Agreement, that section providing the most comprehensive indemnification shall apply. 


        17.    Miscellaneous.    



        (a)    Governing Law.    This Agreement and all acts and transactions pursuant hereto and the rights and obligations
of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflict of law. 


        (b)    Entire Agreement; Enforcement of Rights.    This Agreement sets forth the entire agreement and understanding of
the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement,
shall be effective unless in writing signed by the parties to this Agreement. The
failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party. 



        (c)    Construction.    This Agreement is the result of negotiations between and has been reviewed by each of the
parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or
against any one of the parties hereto. 


        (d)    Notices.    All notices, demands or other communications to be given or delivered under or by reason of the
provisions of this Agreement shall be in writing and shall be deemed to have been given (i) when delivered personally to the recipient, (ii) when sent to the recipient by telecopy
(receipt electronically confirmed by sender's telecopy machine) if during normal business hours of the recipient, otherwise on the next business day, (iii) one business day after the date when
sent to the recipient by reputable overnight courier service (charges prepaid), or (iv) five business days after the date when mailed to the recipient by certified or registered mail, return
receipt requested and postage prepaid. Such notices, demands and other communications shall be sent to the parties at the addresses indicated on the signature page hereto, or to such other address as
any party hereto may, from time to time, designate in writing delivered pursuant to the terms of this Section 16(d). 


        (e)    Counterparts.    This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original and all of which together shall constitute one instrument. 




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        (f)    Successors and Assigns.    This Agreement shall be binding upon the Corporation and its successors and assigns
and shall inure to the benefit of Indemnitee and Indemnitee's heirs, legal representatives and assigns. 



        (g)    Subrogation.    In the event of 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 documents required and shall do all acts that may be necessary to secure such rights and to enable the Corporation
to effectively bring suit to enforce such rights. 




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



	

 	
 	

HUNTSMAN CORPORATION
	

 	
 	

By:	

    

	 	 	Name:	    

	 	 	Title:	    

	

 	
 	

Address:	

500 Huntsman Way

Salt Lake City, Utah 84108

Facsimile: (801) 584-5788
	

 	
 	

INDEMNITEE:
	

 	
 	

    
 [Name]
	

 	
 	

Address:	

 
	 	 	 	    

	 	 	 	    
 Facsimile: (      )      -        




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Exhibit 10.25


FORM OF INDEMNIFICATION AGREEMENT