Exhibit 10.37


    
      

    


    INDEMNIFICATION
      AGREEMENT

    
 

    AGREEMENT
      dated as of February 23, 2006 between NEW BRUNSWICK SCIENTIFIC CO., INC., a
      New
      Jersey corporation (the "Corporation") and Thomas E. Bocchino (the "Officer").
      

     

    WHEREAS,
      the Officer is an officer of the Corporation holding the positions of Vice
      President - Finance, Chief Financial Officer, Chief Accounting Officer,
      Treasurer; and

    


    WHEREAS,
      proceedings based upon the Officer's performance of his duties as an officer
      of
      the Corporation or on the governing board of another business entity or both
      may
      be brought from time to time against or involving him; and

    


    WHEREAS,
      the Corporation recognizes that the threat of such proceedings might inhibit
      the
      Officer in his performance of his duties, cause the Officer to cease serving
      as
      an officer of the Corporation and/or make him unwilling to serve on the
      governing board of another business entity as requested by the Corporation;
      and

    


    WHEREAS,
      to reduce any such inhibition, the Corporation wishes to indemnify the Officer
      against liabilities he may incur as a result of certain proceedings, as well
      as
      expenses he may incur in his defense in such proceedings; and

    


    WHEREAS,
      in certain proceedings involving claims relating to the Employee Retirement
      Income Security Act of 1974, as amended, Federal law may apply to limit the
      permissible scope of indemnification; and

    


    NOW,
      THEREFORE, the parties hereto, for valuable consideration, incident to the
      Officer's service to, and to induce the continued service of the Officer to
      the
      Corporation and on the governing boards of such other business entities as
      the
      Corporation may direct, agree as follows:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      I

    DEFINITIONS

    


    1.1   Proceeding.
      "Proceeding" shall mean any pending, threatened or completed civil, criminal,
      administrative or arbitrative action, suit or proceeding, any appeal from any
      such action, suit or proceeding, and any inquiry or investigation which could
      lead to any such action, suit or proceeding.

    


    1.2   Expenses. "Expenses"
      shall mean reasonable costs, disbursements and counsel fees.

    


    1.3   Liabilities.
      "Liabilities" shall mean amounts paid or incurred in satisfaction or
      settlements, judgments, fines and penalties.

    


    1.4   Derivative
      Suit.
      "Derivative Suit" shall mean a Proceeding against the Officer brought by or
      in
      the right of the Corporation and/or an Affiliate (hereinafter defined), which
      involves the Officer by reason of his being or having been a director, officer
      or agent of the Corporation, an Affiliate or a subsidiary thereof.

    


    1.5   Breach
      Of The Officer's Duty of Loyalty.
      "Breach
      Of The Officer's Duty Of Loyalty" shall mean an act or omission which that
      person knows or believes to be contrary to the best interests of the Corporation
      and/or an Affiliate or its Shareholders in connection with a matter in which
      he
      has a material conflict of interest.

    


    1.6   ERISA
      Suit.
      "ERISA
      Suit" shall mean a proceeding against the Officer brought by or on behalf of
      a
      participant(s) or beneficiary of any employee welfare or pension benefit plan
      by
      reason of his being or having been a Trustee or fiduciary of such plan, or
      by
      reason of his actions with respect to the plan which he has taken in his
      capacity as a Officer. 

    



    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    1.7   Affiliate.
      "Affiliate" shall mean a business or corporate entity in which the Corporation
      owns or holds debt or equity securities or otherwise has an economic interest
      and on whose governing board the Corporation has requested that the Officer
      serve.

    


    ARTICLE
      II

    INDEMNIFICATION

    


    2.1   Personal
      Liability.
      The
      Officer shall not be personally liable to the Corporation, an Affiliate or
      its
      stockholders for damages for breach of any duty owed to the Corporation, an
      Affiliate or its stockholders unless such breach of duty is based upon an act
      or
      omission (a) in Breach Of The Officer's Duty Of Loyalty to the Corporation,
      an
      Affiliate or its stockholders; (b) not in good faith or involving a knowing
      violation of law; or (c) resulting in receipt by the Officer of an improper
      personal benefit.

    


    2.2   Expenses.
      Unless
      otherwise expressly prohibited by law, the Corporation shall (to the extent
      (i)
      not indemnified by an Affiliate or (ii) such indemnification is not funded
      or
      (iii) not covered by directors and officers liability insurance obtained by
      an
      Affiliate) indemnify the Officer against his Expenses and all Liabilities in
      connection with any Proceeding involving the Officer, including a proceeding
      by
      or in the right of the Corporation and/or an Affiliate, unless such breach
      of
      duty is based upon an act or omission (a) in Breach Of The Officer's Duty Of
      Loyalty to the Corporation, an Affiliate or its stockholders; (b) not in good
      faith or involving a knowing violation of law; or (c) resulting in receipt
      by
      the Officer of an improper personal benefit.

    



    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    2.3   Advancement
      of Expenses.
      The
      Corporation shall (to the extent (i) an Affiliate does not advance or (ii)
      funds
      are not advanced under directors and officers liability insurance obtained
      by an
      Affiliate) advance or pay those Expenses incurred by the Officer in a Proceeding
      as and when incurred, provided,
      however,
      that
      the Officer shall, as a condition to receipt of such advances, undertake to
      repay all amounts advanced if it shall finally be adjudicated that the breach
      of
      duty by the Officer was based on an act or omission (a) in Breach Of The
      Officer's Duty Of Loyalty to the Corporation, an Affiliate or its stockholders;
      (b) not in good faith or involving a knowing violation of the law; or (c)
      resulting in receipt of an improper personal benefit.

    


    ARTICLE
      III

    INDEMNIFICATION
      FOR ERISA SUITS

    


    3.1   Indemnification.
      The
      Corporation shall, to the extent indemnification is not available to the Officer
      under Article II of this Agreement (including indemnification by an Affiliate),
      and to the extent coverage is not available under fiduciary liability insurance
      obtained by the Corporation or an Affiliate, indemnify the Officer against
      any
      and all Liabilities and Expenses which he may incur in connection with any
      ERISA
      Suit, if:

    


    (a)    he
      acted
      in good faith, and

    


    (b)    in
      a
      manner which did not constitute a breach of fiduciary obligations as defined
      by
      the Employee Retirement Income Security Act, 29 U.S.C. §1101-1114.

    


    3.2   No
      Presumption.
      The
      termination of any proceeding in connection with any ERISA Suit by judgment,
      order or settlement should not of itself create a presumption that the Officer
      did not meet the applicable standards of conduct set forth in subparagraphs
      (a)
      and (b) above.

    


    3.3   Determination.
      Any
      determination concerning whether the Officer met the standards of conduct set
      forth in subparagraphs 3.1(a) and (b) above shall be made:

    



    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    (a)    by
      the
      Board of Directors of the Corporation or a committee thereof acting by a
      majority vote of a quorum consisting of directors who were not parties to or
      otherwise involved in the proceeding; or

    


    (b)    by
      the
      Shareholders, if provided by the Certificate of Incorporation, the by-laws
      of
      the Corporation, or a resolution of either the Board of Directors or the
      Shareholders of the Corporation; or

    


    (c)    By
      independent legal counsel in a written opinion, if a quorum of the Board of
      Directors cannot be obtained, or if a quorum of the Board of Directors or a
      committee thereof by a majority vote of the disinterested directors so directs.
      Such counsel shall be designated by the Board of Directors.

    


    ARTICLE
      IV

    ASSERTION
      OF CLAIMS

    


    4.1   Claims.
      An
      Officer serving at the request of the Corporation on the board of directors
      of
      an Affiliate shall make reasonable and timely efforts to obtain indemnification
      from the Affiliate and to invoke the coverage of any applicable insurance
      obtained by the Affiliate.

    


    4.2   Subrogation.
      To the
      extent indemnification from an Affiliate or insurance coverage was available
      for
      the Officer serving at the request of the Corporation on the board of directors
      of an Affiliate and the Corporation expended funds on behalf of the Officer,
      the
      Corporation shall be subrogated to the rights of the Officers to such
      indemnification and/or insurance. The Officer shall cooperate as reasonably
      required by the Corporation in connection with the Corporation's rights under
      this section.

    



    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    ARTICLE
      V

    MISCELLANEOUS

    


    5.1   Agreement
      Effective Despite Service Prior to Effective Date and After Termination of
      Officer.
      This
      Agreement shall be effective without regard to the service of the Officer as
      an
      Officer of the Corporation and/or an Affiliate prior to the date hereof and
      this
      Agreement shall remain effective notwithstanding the removal, resignation,
      death
      or other termination of the Officer from any position with the
      Corporation.

    


    5.2   Binding
      Effect Upon Successors of Corporation.
      This
      Agreement shall bind the Corporation, its successors and assigns.

    


    5.3   Insurance.
      The
      Corporation, at its sole discretion, may purchase and maintain insurance on
      behalf of the Officer.

    


    5.4   Scope.
      The
      scope of this Agreement and the indemnification provided hereunder shall not
      exceed that provided to the Officer under any other agreements.

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      written above.

    

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

     

    
      	
              ATTEST:

            	 	
              NEW
                BRUNSWICK SCIENTIFIC CO., INC.

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Adele Lavender

            	 	
              By:

            	
                   
                  /s/ David
                Freedman

            	
            
	
              Adele
                Lavender

            	 	 	
              David
                Freedman

            
	
              Secretary

            	 	 	
              Chairman
                and Chief Executive Officer

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	
              By:

            	
                     
                /s/ Thomas
                E. Bocchino

            	
            
	 	 	 	
              Thomas
                E. Bocchino

            
	 	 	 	
              Vice
                President, Finance

            
	 	 	 	
              Chief
                Financial Officer

            
	 	 	 	
              Chief
                Accounting Officer

            
	 	 	 	
              Treasurer

            


    

     

     

    7