Exhibit
      10.2


    FORM
      OF
      DIRECTOR INDEMNIFICATION AGREEMENT

     

    (Delaware
      corporation)

     

    Indemnification
      Agreement (this “Agreement”),
      dated
      as of June 24, 2008 between Memry Corporation, a Delaware corporation (the
      “Company”),
      and
      [Director] (“Indemnitee”).

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      highly competent persons have become more reluctant to serve publicly-held
      corporations as directors or in other capacities unless they are provided with
      adequate protection through insurance and indemnification against risks of
      claims and actions against them arising out of their service to and activities
      on behalf of the corporation.

     

    WHEREAS,
      the Board of Directors of the Company (the “Board”)
      has
      determined that, in order to attract and retain qualified individuals, the
      Company will attempt to maintain on an ongoing basis, at its sole expense,
      liability insurance to protect persons serving the Company and its subsidiaries
      from certain liabilities. Although the furnishing of such insurance has been
      a
      customary and widespread practice among United States-based corporations and
      other business enterprises, the Company believes that, given current market
      conditions and trends, such insurance may be available to it in the future
      only
      at higher premiums and with more exclusions. At the same time, directors,
      officers, and other persons in service to corporations or business enterprises
      are being increasingly subjected to expensive and time-consuming litigation
      relating to, among other things, matters that traditionally would have been
      brought only against the Company or business enterprise itself.

     

    WHEREAS,
      the Certificate of Incorporation of the Company provides that the Company shall
      indemnify and advance expenses to all directors and officers of the Company
      in
      the manner set forth therein and to the fullest extent permitted by applicable
      law, and the Company’s Certificate of Incorporation provides for limitation of
      liability for directors. In addition, Indemnitee may be entitled to
      indemnification pursuant to the General Corporation Law of the State of Delaware
      (“DGCL”).
      The
      Certificate of Incorporation and the DGCL expressly provide that the
      indemnification provisions set forth therein are not exclusive, and thereby
      contemplate that contracts may be entered into between the Company and members
      of the board of directors, officers and other persons with respect to
      indemnification.

     

    WHEREAS,
      the uncertainties relating to such insurance and to indemnification have
      increased the difficulty of attracting and retaining such persons.

     

    WHEREAS,
      the Board has determined that the increased difficulty in attracting and
      retaining such persons, especially in the context of the eventual sale of the
      Company, is detrimental to the best interests of the Company’s stockholders and
      that the Company should act to assure such persons that there will be increased
      certainty of such protection in the future.

     

    WHEREAS,
      it is reasonable, prudent and necessary for the Company contractually to
      obligate itself to indemnify, and to advance expenses on behalf of, such persons
      to the fullest extent permitted by applicable law so that they will serve or
      continue to serve the Company free from undue concern that they will not be
      so
      indemnified.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    WHEREAS,
      this Agreement is a supplement to and in furtherance of the Certificate of
      Incorporation of the Company and any resolutions adopted pursuant thereto and
      shall not be deemed a substitute therefor, nor to diminish or abrogate any
      rights of Indemnitee thereunder.

     

    WHEREAS,
      Indemnitee is concerned that the protection available under the Company’s
      charter and by-laws and insurance may not be adequate, and may not be willing
      to
      continue to serve as an officer or director of the Company, especially in the
      context of the possible sale of the Company, without greater certainty
      concerning such protection, and the Company desires Indemnitee to serve in
      such
      capacity and is willing to provide such greater certainty.

     

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

     

    ARTICLE
      1

     

    CERTAIN
      DEFINITIONS

     

    (a) As
      used
      in this Agreement:

     

    “Corporate
      Status”
means
      the status of a person who is or was a director, officer, employee or agent
      of
      the Company or who is or was serving at the request of the Company as a
      director, officer, employee or agent of any other Enterprise.

     

    “Enterprise”
means
      any corporation, limited liability company, partnership, joint venture, trust,
      employee benefit plan or other person or enterprise.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

     

    “Expenses”
means
      all costs and expenses (including fees and expenses of counsel) paid or incurred
      in connection with investigating, defending, being a witness in or otherwise
      participating in, or preparing to defend, be a witness in or participate in,
      a
      Proceeding (or any appeal therefrom). Expenses shall include expenses incurred
      in connection with any appeal resulting from any Proceeding, including the
      premium, security for and other costs relating to any cost bond, supersedeas
      bond or other appeal bond or its equivalent.

     

    “Liabilities”
means
      all judgments, fines (including any excise taxes assessed with respect to any
      employee benefit plan), penalties and amounts paid in settlement and other
      liabilities (including all interest, assessments and other charges paid or
      payable in connection with or in respect of any such amounts) arising out of
      or
      in connection with any Proceeding; provided that Liabilities shall not include
      any Expenses.

     

    “person”
means
      an individual, corporation, partnership, limited liability company, association,
      trust or other entity or organization.

     

    “Proceeding”
      includes any threatened, pending or completed action, suit or other proceeding
      (which shall include an arbitration or other alternate dispute resolution
      mechanism), whether civil, criminal, administrative or investigative in nature
      (including any appeal therefrom) and whether instituted by or on behalf of
      the
      Company or any other party, in any such case, in which Indemnitee was, is or
      may
      be involved as a party or otherwise by reason of any Corporate Status of
      Indemnitee or by reason of any action taken (or failure to act) by him or on
      his
      part while serving in any Corporate Status (in each case, whether or not serving
      in such capacity at the time any liability or expense is incurred for which
      indemnification or advancement of expenses can be provided under this
      Agreement), or any inquiry or investigation that Indemnitee in good faith
      believes might lead to the institution of any such action, suit or other
      proceeding; provided that Proceeding shall not include an action, suit or other
      proceeding contemplated by Section
      7.06(b).

     

    
      
         

      

      
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    (b) For
      the
      purposes of this Agreement:

     

    References
      to the “Company” shall include, in addition to the surviving or resulting
      corporation in any merger or consolidation, any constituent corporation
      (including any constituent of a constituent) absorbed in a merger or
      consolidation which, if its separate existence had continued, would have had
      power and authority to indemnify its directors, officers, employees or agents,
      so that if Indemnitee is or was a director, officer, employee or agent of such
      constituent corporation or is or was serving at the request of such constituent
      corporation as a director, officer, employee or agent of another Enterprise,
      then Indemnitee shall stand in the same position under the provisions of this
      Agreement with respect to the surviving or resulting corporation as Indemnitee
      would have with respect to such constituent corporation if its separate
      existence had continued.

     

    References
      to “director, officer, employee or agent” shall include a trustee, general
      partner, managing member, fiduciary or board of directors’ committee
      member.

     

    References
      to “serving at the request of the Company” shall include any service as a
      director, officer, employee or agent of the Company or any other Enterprise
      which 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 such person
      reasonably believed to be in the best 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 Company”.

     

    ARTICLE
      2

    SERVICES
      BY INDEMNITEE

     

    Section
      2.01 Services
      by Indemnitee.
      Indemnitee hereby agrees to continue to serve as a director of the Company,
      for
      so long as Indemnitee is duly elected or appointed or until Indemnitee tenders
      his resignation or is removed. Indemnitee retains the right to voluntarily
      resign at any time and for any reason.

     

    ARTICLE
      3

    INDEMNIFICATION
      AND ADVANCEMENT OF EXPENSES

     

    Section
      3.01 Indemnification.

     

    (a) The
      Company hereby agrees to and shall indemnify Indemnitee and hold him harmless,
      to the fullest extent permitted by applicable law, from and against any and
      all
      Expenses and Liabilities actually and reasonably incurred by Indemnitee or
      on
      Indemnitee’s behalf. 

     

    
      
         

      

      
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    (b) To
      the
      extent that Indemnitee is a party to (or a participant in) and is successful,
      on
      the merits or otherwise, in respect of any Proceeding or any claim, issue or
      matter therein, the Company shall indemnify Indemnitee against all Expenses
      actually and reasonably incurred by him or on his behalf in connection
      therewith. If Indemnitee is successful, on the merits or otherwise, as to one
      or
      more but less than all claims, issues or matters in any 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 and any claim, issue or matter related to each such successfully
      resolved claim, issue or matter. For purposes of this Section
      3.01(b)
      and
      without limitation, the termination of any Proceeding or any claim, issue or
      matter in a Proceeding by dismissal, with or without prejudice, shall be deemed
      to be a successful result as to such Proceeding, claim, issue or
      matter.

     

    (c) 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.

     

    Section
      3.02 Advancement
      of Expenses.

     

    (a) The
      Company shall advance any Expenses actually and reasonably incurred by
      Indemnitee or on his behalf in connection with a Proceeding within 20 days
      after
      receipt by the Company of a written request for advancement of expenses, which
      request may be delivered to the Company at such time and from time to time
      as
      Indemnitee deems appropriate in his sole discretion. Advances shall be made
      without regard to Indemnitee’s ability to repay such amounts and without regard
      to Indemnitee’s ultimate entitlement to indemnification under this Agreement or
      otherwise. Any such advances shall be made on an unsecured basis and be interest
      free. 

     

    (b) Indemnitee
      agrees that Indemnitee shall reimburse the Company for all amounts advanced
      by
      the Company pursuant to Section
      3.02
      if and
      only to the extent that it is ultimately determined that Indemnitee is not
      entitled to be indemnified by the Company for such Expenses. Notwithstanding
      the
      foregoing, if Indemnitee seeks a judicial adjudication or an arbitration
      pursuant to Section
      5.01(a),
      Indemnitee shall not be required to reimburse the Company pursuant to this
      Section
      3.02(b)
      until a
      final determination (as to which all rights of appeal have been exhausted or
      lapsed) has been made. 

     

    Section
      3.03 Exclusions.
      Notwithstanding any provision of this Agreement to the contrary (including
      Section
      3.01
      and
Section
      3.02),
      the
      Company shall not be obligated under this Agreement to indemnify (or advance
      expenses) in connection with:

     

    (a) any
      claim
      made against Indemnitee (i) for an accounting of profits made from the purchase
      and sale (or sale and purchase) by Indemnitee of securities of the Company
      pursuant to Section 16(b) of the Exchange Act or similar provisions of state
      statutory law or common law or (ii) for reimbursement to the Company of any
      bonus or other incentive-based or equity-based compensation or of any profits
      realized by Indemnitee from the sale of securities of the Company in each case
      as required under the Exchange Act; or

     

    
      
         

      

      
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    (b) except
      for an action, suit or other proceeding contemplated by Section
      7.06(b)
      and
      except following a Change in Control (as defined below), any action, suit or
      other proceeding (or part thereof) initiated by Indemnitee (including any such
      action, suit or other proceeding (or part thereof) initiated by Indemnitee
      against the Company or its directors, officers, employees, agents or other
      indemnitees), unless (i) the Board authorized the action, suit or other
      proceeding (or part thereof) prior to its initiation or (ii) the Company
      provides the indemnification, in its sole discretion, pursuant to the powers
      vested in the Company under applicable law.

     

    Section
      3.04 Defense
      Of Claims.
      The
      Company will be entitled to participate in any Proceeding at its own expense.
      The Company shall not settle any Proceeding (in whole or in part) which would
      impose any Expense, Liability or limitation on Indemnitee without Indemnitee’s
      prior written consent, such consent not to be unreasonably withheld. Indemnitee
      shall not settle any Proceeding (in whole or in part) which would impose any
      Expense, Liability or limitation on the Company without the Company’s prior
      written consent, such consent not to be unreasonably withheld.

     

    ARTICLE
      4

    PROCEDURES
      FOR DETERMINING ENTITLEMENT TO INDEMNIFICATION

     

    Section
      4.01 Request
      for Indemnification.

     

    (a) Indemnitee
      shall notify the Company in writing as soon as reasonably practicable (i) after
      being served with any summons, citation, subpoena, complaint, indictment,
      information or other document relating to any Proceeding or (ii) if the Company
      has not been previously notified, after receipt of written notice of any other
      matter with respect to which Indemnitee intends to seek indemnification or
      advancement of expenses under Section
      3.01
      or
Section
      3.02.
      The
      omission by Indemnitee to so notify the Company will not relieve the Company
      from any liability which it may have to Indemnitee (i) under this Agreement
      except and only to the extent the Company can establish that such omission
      to
      notify resulted in actual material prejudice to the Company or (ii) otherwise
      than under this Agreement.

     

    (b) Indemnitee
      may thereafter deliver to the Company a written request for indemnification
      pursuant to this Agreement at such time and from time to time as Indemnitee
      deems appropriate in his sole discretion, which request shall also be deemed
      a
      request for advancement of expenses under Section
      3.02.

     

    Section
      4.02 Determination
      of Entitlement.

     

    (a) Except
      as
      otherwise provided pursuant to Section
      3.01(b)
      and
Section
      3.01(c),
      a
      determination shall be made with respect to Indemnitee’s entitlement thereto in
      the specific case (i) by a majority vote of the Disinterested Directors or
      of a
      committee of Disinterested Directors designated by a majority vote of the
      Disinterested Directors (in either case, even though less than a quorum of
      the
      Board) or (ii) if there are no Disinterested Director or the Disinterested
      Directors so direct, by Independent Counsel. If a Change in Control shall have
      occurred, such determination shall, if so requested by Indemnitee in his or
      her
      discretion, be made by Independent Counsel. Any determination made by
      Independent Counsel pursuant to this Section
      4.02(a)
      shall be
      in the form of a written opinion to the Board, a copy of which shall be
      delivered to Indemnitee. Indemnitee shall reasonably cooperate with the person
      or persons making such determination including providing to such person or
      persons 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 fees and expenses of counsel) incurred by
      Indemnitee in so cooperating with the person or persons 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. 

     

    
      
         

      

      
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    As
      used
      in this Agreement, the following terms shall have the following
      meanings:

     

    “Disinterested
      Director”
means
      a
      director of the Company who is not and was not a party to the Proceeding in
      respect of which indemnification or advancement of expenses is sought by
      Indemnitee.

     

    “Change
      in Control”
shall
      be deemed to have occurred in any one of the following circumstances occurring
      after the date hereof: 

     

    (i) any
      “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
      Exchange Act) (other than a trustee or other fiduciary holding securities under
      an employee benefit plan of the Company) shall have become, without prior
      approval of the Company’s Board, the “beneficial owner” (as defined in Rule
      13d-3 under the Exchange Act), directly or indirectly, of voting securities
      of
      the Company representing 15% or more of the total voting power of the Company’s
      then outstanding voting securities;

     

    (ii) the
      individuals who on the date hereof constitute the Board (including, for this
      purpose, any new director whose election or nomination for election by the
      Company’s stockholders was approved by a vote of at least a majority of the
      directors then still in office who were directors on the date hereof or whose
      election or nomination was so approved) cease for any reason to constitute
      at
      least a majority of the members of the Board; or

     

    (iii) the
      stockholders of the Company shall have approved a merger or consolidation of
      the
      Company with any other entity, other than a merger or consolidation which would
      result in the voting securities of the Company outstanding immediately prior
      to
      such merger or consolidation continuing to represent (either by remaining
      outstanding or by being converted into voting securities of the surviving or
      resulting entity) more than 51% of the total voting power of the voting
      securities of the surviving or resulting entity outstanding immediately after
      such merger or consolidation and with the power to elect at least a majority
      of
      the board of directors or other governing body of such surviving or resulting
      entity;

     

    (iv) the
      stockholders of the Company shall have approved a plan of complete liquidation
      of the Company or the sale or other disposition of all or substantially all
      of
      the assets of the Company;

     

    
      
         

      

      
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    (v) there
      shall have occurred an event required to be reported with respect to the Company
      in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response
      to
      any similar item on any similar schedule or form) under the Exchange Act,
      regardless of whether the Company is then subject to such reporting
      requirement.

     

    “Independent
      Counsel”
means
      a
      law firm, or a member of a law firm, that is experienced in matters of corporate
      law and neither currently is, nor in the five years previous to its selection
      or
      appointment has been, retained to represent (i) the Company or Indemnitee in
      any
      matter material to either such party (provided that acting as an Independent
      Counsel under this Agreement or in a similar capacity with respect to any other
      indemnification arrangements between the Company and its present or former
      directors shall not be deemed a representation of the Company or Indemnitee)
      or
      (ii) any other party to the Proceeding giving rise to a claim for
      indemnification or advancement of expenses hereunder. Notwithstanding the
      foregoing, the term “Independent Counsel” shall not include any person who,
      under the applicable standards of professional conduct then prevailing, would
      have a conflict of interest in representing either the Company or Indemnitee
      in
      an action to determine Indemnitee’s rights under this Agreement.

     

    (b) If
      the
      determination is to be made by Independent Counsel, such Independent Counsel
      shall be selected as provided in this Section
      4.02(b).
      If a
      Change in Control shall not have occurred, the Independent Counsel shall be
      selected by the Board (and shall be reasonably acceptable to Indemnitee), and
      the Company shall give written notice to Indemnitee advising him of the identity
      of the Independent Counsel so selected. If a Change in Control shall have
      occurred, the Independent Counsel shall be selected by Indemnitee and be
      reasonably acceptable to the Company (unless Indemnitee shall request that
      such
      selection be made by the Board, in which event the preceding sentence shall
      apply), and Indemnitee shall give written notice to the Company advising it
      of
      the identity of the Independent Counsel so selected. If, within 20 days after
      receipt by the Company of a request for indemnification pursuant to Section
      4.01(b),
      no
      Independent Counsel shall have been selected and not objected to, either the
      Company or Indemnitee may petition a court of competent jurisdiction (or, at
      Indemnitee’s option pursuant to Section
      5.01,
      an
      arbitration) for resolution of any objection which shall have been made to
      the
      selection of Independent Counsel and/or for the appointment of another person
      as
      Independent Counsel, and the person with respect to whom all objections are
      so
      resolved or the person so appointed shall act as Independent Counsel. The
      Company agrees to pay the reasonable fees and expenses of any Independent
      Counsel appointed pursuant to this Section and to indemnify such person against
      any and all expenses, claims, liabilities and damages arising out of or relating
      to this Agreement or its engagement pursuant hereto. Upon the due commencement
      of any judicial proceeding pursuant to Section
      5.01(a)
      of this
      Agreement, the Independent Counsel shall be discharged and relieved of any
      further responsibility in such capacity (subject to the applicable standards
      of
      professional conduct then prevailing).

     

    (c) The
      determination with respect to Indemnitee’s entitlement to indemnification shall,
      to the extent practicable, be made pursuant to the foregoing provisions of
      this
Section
      4.02
      not
      later than 30 calendar days after receipt by the Company of a written demand
      on
      the Company for indemnification (which written demand shall include 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 body or person making the determination with
      respect to Indemnitee’s entitlement to indemnification shall notify Indemnitee
      of such written determination no later than two business days
      thereafter.

     

    
      
         

      

      
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    (d) If
      it is
      determined that Indemnitee is entitled to indemnification, payment to Indemnitee
      shall be made within 20 days after such determination. 

     

    Section
      4.03 Presumptions
      and Burdens of Proof; Effect of Certain Proceedings.

     

    (a) In
      making
      any determination as to Indemnitee’s entitlement to indemnification hereunder,
      Indemnitee shall be entitled to a presumption that he is entitled to
      indemnification under this Agreement if Indemnitee has submitted a request
      for
      indemnification in accordance with Section
      4.01(b),
      and the
      Company shall have the burdens of coming forward with evidence and of persuasion
      to overcome that presumption.

     

    (b) 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 of itself create a presumption that Indemnitee did
      not
      meet any particular standard of conduct or have any particular belief or that
      a
      determination has been made that imdemnification is not permitted pursuant
      to
      this Agreement.

     

    (c) 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 other Enterprise, as applicable, including financial
      statements, or on information supplied to Indemnitee by the officers of such
      entity in the course of their duties, or on the advice of legal counsel for
      such
      entity or on information or records given or reports made to such entity by
      an
      independent certified public accountant, appraiser or other expert selected
      with
      reasonable care by such entity. The provisions of this Section
      4.03(c)
      shall
      not be deemed to be exclusive or to limit in any way other circumstances in
      which Indemnitee may be deemed or found to have met the applicable standard
      of
      conduct to be indemnified pursuant to this Agreement.

     

    (d) The
      knowledge or actions or failure to act of any other director, officer, employee
      or agent of the Company or other Enterprise, as applicable, shall not be imputed
      to Indemnitee for purposes of determining Indemnitee’s right to indemnification
      under this Agreement.

     

    (e) If
      a
      determination as to Indemnitee’s entitlement to indemnification shall not have
      been made pursuant to this Agreement within 60 days after receipt by the Company
      of the request therefor or disposition of the matter that is the subject of
      the
      request for indemnification, the requisite determination of entitlement to
      indemnification shall be deemed to have been made in favor of Indemnitee, and
      Indemnitee shall be entitled to such indemnification, absent a misstatement
      of a
      material fact in the information provided by Indemnitee pursuant to Section
      4.01(b)
      and
Section
      4.02(a)
      or an
      omission of a material fact necessary in order to make the information provided
      not misleading; provided that such 60-day period may be extended for a
      reasonable time, not to exceed an additional 30 days, if the person or persons
      making the determination in good faith requires such additional time to obtain
      or evaluate any documentation or information relating thereto.

     

    
      
         

      

      
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    ARTICLE
      5

    RIGHTS
      TO
      ADJUDICATION OF ADVERSE DETERMINATION, ETC.

     

    Section
      5.01 Adjudication
      or Arbitration.

     

    (a) Indemnitee
      shall be entitled to an adjudication (by a court of competent jurisdiction
      or,
      at Indemnitee’s option, through an arbitration conducted by a single arbitrator
      pursuant to the Commercial Arbitration Rules of the American Arbitration
      Association) of any determination pursuant to Section
      4.02
      that
      Indemnitee is not entitled to indemnification under this Agreement. Any such
      adjudication shall be conducted in all respects as a de novo trial or
      arbitration on the merits, and any prior adverse determination shall not be
      referred to or introduced into evidence, create a presumption that Indemnitee
      is
      not entitled to indemnification or advancement of expenses, be a defense or
      otherwise adversely affect Indemnitee. In any such judicial proceeding or
      arbitration, the provisions of Section
      4.03
      (including the presumption in favor of Indemnitee and the burdens on the
      Company) shall apply.

     

    (b) Indemnitee
      shall also be entitled to an adjudication (by a court of competent jurisdiction
      or, at Indemnitee’s option, through an arbitration as described above) of any
      other disputes under this Agreement.

     

    (c) If
      a
      determination shall have been made pursuant to Section
      4.02
      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
      5.01,
      absent
      a misstatement of a material fact in the information provided by Indemnitee
      pursuant to Section
      4.01(b)
      and
Section
      4.02(a)
      or an
      omission of a material fact necessary in order to make the information provided
      not misleading.

     

    (d) In
      connection with any judicial proceeding or arbitration commenced pursuant to
      this Section
      5.01,
      the
      Company shall not oppose Indemnitee’s right to seek such adjudication, shall be
      precluded from asserting that the procedures and presumptions of this Agreement
      are not valid, binding or enforceable and shall stipulate in any such court
      or
      before any such arbitrator that the Company is bound by all of the provisions
      of
      this Agreement.

     

    ARTICLE
      6

    DIRECTORS’
      AND OFFICERS’ LIABILITY INSURANCE

     

    Section
      6.01 D&O
      Liability Insurance.

     

    (a) To
      the
      extent the Company obtains any insurance policies providing liability insurance
      (“Liability
      Insurance”)
      for
      directors of the Company in their capacities as directors or in any other
      capacities where they are acting for or on behalf of the Company, in respect
      of
      acts or omissions occurring while serving in any such capacity, Indemnitee
      shall
      be covered by such insurance policies as in effect from time to time in
      accordance with the applicable terms to the maximum extent of the coverage
      provided under such policies for any other director.

     

    
      
         

      

      
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    (b) To
      the
      extent the Company has any such liability insurance policies, the Company shall,
      promptly after receiving notice of a Proceeding as to which Indemnitee is a
      party or a participant (as a witness or otherwise), give notice of such
      Proceeding to the insurers under such policies in accordance with the procedures
      set forth in the respective policies and shall thereafter take all necessary
      or
      desirable actions to cause such insurers to pay, on behalf of Indemnitee, all
      amounts payable as a result of such Proceeding in accordance with the terms
      of
      such policies. The failure or refusal of any such insurer to pay any such amount
      shall not affect or impair the obligations of the Company under this
      Agreement.

     

    (c) Upon
      request by Indemnitee, the Company shall provide to Indemnitee copies of the
      Liability Insurance policies as in effect from time to time. The Company shall
      promptly notify Indemnitee of any material changes in such insurance coverage.
      

     

    ARTICLE
      7

    MISCELLANEOUS

     

    Section
      7.01 Nonexclusivity
      of Rights.
      The
      rights of indemnification and advancement of expenses provided by this Agreement
      shall not be deemed exclusive of any other rights to which Indemnitee may at
      any
      time be entitled to under applicable law, the Company’s certificate of
      incorporation or bylaws, any other agreement, any vote of stockholders or
      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 Delaware law, whether by statute or
      judicial decision, permits greater indemnification or advancement of expenses
      than would be afforded currently under this Agreement, it is the intent of
      the
      parties hereto that Indemnitee shall be entitled under this Agreement to 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 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.

     

    Section
      7.02 Subrogation,
      etc. 

     

    (a) 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 actions necessary to secure
      such
      rights, including execution of such documents as are necessary to enable the
      Company to bring suit to enforce such rights.

     

    (b) The
      Company shall not be liable under this Agreement to make any payment of amounts
      otherwise indemnifiable hereunder (or for which advancement is provided
      hereunder) if and to the extent that Indemnitee has otherwise actually received
      such payment under any insurance policy or otherwise.

     

    
      
         

      

      
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    (c) 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 Enterprise shall be reduced by any amount
      Indemnitee has actually received as indemnification or advancement of expenses
      from such Enterprise.

     

    Section
      7.03 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 or on his behalf, whether for Liabilities and/or Expenses
      in connection with a Proceeding or other expenses relating to an indemnifiable
      event or transaction under this Agreement, in such proportion as is deemed
      fair
      and reasonable in light of all of the circumstances of such action, suit or
      other 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
      rise to such action, suit or other 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).

     

    Section
      7.04 Amendment.
      This
      Agreement may not be modified or amended except by a written instrument executed
      by or on behalf of each of the parties hereto.

     

    Section
      7.05 Waivers.
      The
      observance of any term of this Agreement may be waived (either generally or
      in a
      particular instance and either retroactively or prospectively) only by a writing
      signed by the party against which such waiver is to be asserted. Unless
      otherwise expressly provided herein, no delay on the part of any party hereto
      in
      exercising any right, power or privilege hereunder shall operate as a waiver
      thereof, nor shall any waiver on the part of any party hereto of any right,
      power or privilege hereunder operate as a waiver of any other right, power
      or
      privilege hereunder nor shall any single or partial exercise of any right,
      power
      or privilege hereunder preclude any other or further exercise thereof or the
      exercise of any other right, power or privilege hereunder.

     

    Section
      7.06 Expenses.

     

    (a) The
      Company shall pay all costs and expenses (including fees and expenses of
      counsel) incurred by the Company and Indemnitee in connection with the
      preparation of this Agreement.

     

    (b) The
      Company shall indemnify and hold Indemnitee harmless from any and all costs
      and
      expenses (including fees and expenses of counsel) actually and reasonably
      incurred by Indemnitee or on his behalf in seeking (whether through a judicial
      proceeding or arbitration (including any appeal resulting therefrom) or
      otherwise) to enforce any rights against the Company for indemnification or
      advancement of expenses (whether under this Agreement or otherwise) or to
      recover under any liability insurance policy maintained by any person for the
      benefit of Indemnitee in connection with the performance of his duties for
      or on
      behalf of the Company, in each case, whether or not Indemnitee is successful
      (in
      whole or in part) with respect to his claims. The Company shall pay (or
      reimburse Indemnitee for the payment of) any such costs or expenses within
      20
      days after receipt by the Company of a written request for the payment of such
      amounts, which request may be delivered to the Company at such time or from
      time
      to time as Indemnitee deems appropriate in his sole discretion (whether prior
      to
      or after final disposition of any such matter). Indemnitee shall have no
      obligation to reimburse any amounts paid by the Company pursuant to this
Section
      7.06(b).
      

     

    
      
         

      

      
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    Section
      7.07 Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the parties hereto with
      respect to the matters covered herein and supersedes all prior oral or written
      understandings or agreements with respect to the matters covered herein. This
      Section
      7.07
      shall
      not be construed to limit any other rights Indemnitee may have under the
      Company’s certificate of incorporation or bylaws, applicable law or otherwise.


     

    Section
      7.08 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 and shall remain enforceable to the fullest extent permitted by law;
      (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.

     

    Section
      7.09 Notices.
      All
      notices, requests, demands and other communications under this Agreement shall
      be in writing and shall be deemed to have been duly given (a) if delivered
      by
      hand or by courier and receipted for by the party to whom said notice or other
      communication shall have been directed, (b) if mailed by certified or registered
      mail with postage prepaid, on the third business day after the date on which
      it
      is so mailed or (c) if sent by facsimile transmission and fax confirmation
      is
      received, on the next business day following the date on which such facsimile
      transmission was sent. Addresses for notice to either party are as shown on
      the
      signature page of this Agreement, or such other address as any party shall
      have
      given by written notice to the other party as provided above. 

     

    Section
      7.10 Binding
      Effect.
      

     

    (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 of the Company, and the Company acknowledges that
      Indemnitee is relying upon this Agreement in serving as a director of the
      Company.

     

    (b) This
      Agreement shall be binding upon and inure to the benefit of and be enforceable
      by the parties hereto and their respective successors and permitted assigns,
      including any direct or indirect successor by purchase, merger, consolidation
      or
      otherwise to all or substantially all of the business and/or assets of the
      Company, heirs, executors, administrators or other successors. The Company
      shall
      require and cause any successor (whether direct or indirect by purchase, merger,
      consolidation or otherwise) to all or substantially all or a substantial part
      of
      the business or assets of the Company, by written agreement in the form and
      substance reasonably satisfactory to Indemnitee, expressly to assume and agree
      to perform this Agreement in the manner and to the same extent that the Company
      would be required to perform if no such succession had taken place.

     

    
      
         

      

      
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    (c) The
      indemnification and advancement of expenses provided by this Agreement shall
      continue as to a person who has ceased to be a director, officer, employee
      or
      agent or is deceased and shall inure to the benefit of the heirs, executors,
      administrators or other successors of the estate of such person.

     

    Section
      7.11 Governing
      Law.
      This
      Agreement and the legal relations among the parties hereto 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.

     

    Section
      7.12 Consent
      To Jurisdiction.
      Except
      with respect to any arbitration commenced by Indemnitee pursuant to Section
      5.01,
      the
      Company and Indemnitee hereby irrevocably and unconditionally (i) agree that
      any
      action, suit or other proceeding arising out of or in connection with this
      Agreement shall be brought only in the Delaware Chancery Court and any court
      to
      which an appeal may be taken in such action, suit or other proceeding (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, suit or other proceeding
      arising out of or in connection with this Agreement, (iii) waive any objection
      to the laying of venue of any such action, suit or other proceeding in the
      Delaware Court, and (iv) waive, and agree not to plead or to make, any claim
      that any such action, suit or other proceeding brought in the Delaware Court
      has
      been brought in an improper or inconvenient forum.

     

    Section
      7.13 Headings.
      The
      Article and Section headings in this Agreement are for convenience of reference
      only, and shall not be deemed to alter or affect the meaning or interpretation
      of any provisions hereof.

     

    Section
      7.14 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.

     

    Section
      7.15 Use
      of Certain Terms.
      As used
      in this Agreement, the words “herein,” “hereof,” and “hereunder” and other words
      of similar import refer to this Agreement as a whole and not to any particular
      paragraph, subparagraph, section, subsection, or other subdivision. Whenever
      the
      context may require, any pronoun used in this Agreement shall include the
      corresponding masculine, feminine or neuter forms, and the singular form of
      nouns, pronouns and verbs shall include the plural and vice versa.

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, this Agreement has been duly executed and delivered to be
      effective as of the date first above written.

     

    
      	 	
              Memry
                Corporation

            
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 
	 	
               

            	
              Name:

            	
               

            
	 	
               

            	
              Title:

            	
               

            
	 	 	 	 
	 	
              Address:

            	 
	 	
              Facsimile:

            	 
	 	
              Attention:

            	 
	 	 	 	 
	 	
              With
                a copy to:

            	 
	 	 	 	 
	 	
              Finn
                Dixon & Herling LLP

            
	 	
              177
                Broad Street, 15th Floor

            
	 	
              Stamford,
                CT 06901

            
	 	
              Telephone:

            	
              (203)
                325-5000

            
	 	
              Facsimile:

            	
              (203)
                325-5001

            
	 	
              Attention:

            	
              David
                I. Albin

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	   

	 	 
	 	
              Address:

            
	 	
              Facsimile:

            
	 	 	 	 
	 	
              With
                a copy to:

            
	 	 	 	 
	 	   

	 	 	 	 
	 	
              Address:

            	 
	 	
              Facsimile:

            	 
	 	
              Attention:

            	 


    

    


     

    
      
         

      

      
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