EX-10.1






Exhibit 10.1




INDEMNIFICATION AGREEMENT




This Indemnification Agreement (this “Agreement”) is made as of the      day of      2005 by
and between BRUSH ENGINEERED MATERIALS INC., an Ohio corporation (the “Company”), and
     (the “Indemnitee”), a Director of the Company.



RECITALS




A. The Indemnitee is presently serving as a Director of the Company, and the Company desires
the Indemnitee to continue in that capacity. The Indemnitee is willing, subject to certain
conditions (including, without limitation, the execution and performance of this Agreement by the
Company), to continue in that capacity.



B. In addition to the indemnification to which the Indemnitee is entitled under the Code of
Regulations of the Company (the “Regulations”) or otherwise, the Company has obtained, at its sole
expense, insurance protecting the Company and its Directors and officers including the Indemnitee
against certain losses arising out of actual or threatened actions, suits, or proceedings to which
such persons may be made or threatened to be made parties. However, as a result of circumstances
having no relation to, and beyond the control of, the Company and the Indemnitee, there can be no
assurance of the continuation or renewal of that insurance.



Accordingly, and in order to induce the Indemnitee to continue to serve in his present
capacity, the Company and the Indemnitee agree as follows:




	 	1.	 	Continued Service. The Indemnitee shall continue to serve at the will of the Company
as a Director of the Company so long as he is duly elected and qualified in accordance with
the Regulations or until he resigns in writing in accordance with applicable law.






	 	2.	 	Initial Indemnity. (a) The Company shall indemnify the Indemnitee, if or when he is
a party or is threatened to be made a party to any threatened, pending, or completed action,
suit or proceeding, whether civil, criminal, administrative, or investigative (other than an
action by or in the right of the Company), by reason of the fact that he is or was a Director
or an officer of the Company or is or was serving at the request of the Company as a director,
trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or
for profit, partnership, joint venture, trust, or other enterprise, or by reason of any action
alleged to have been taken or omitted in any such capacity, against any and all costs,
charges, expenses (including, without limitation, fees and expenses of attorneys and/or
others; all such costs, charges and expenses being herein jointly referred to as “Expenses”),
judgments, fines and amounts paid in settlement, actually and reasonably incurred by the
Indemnitee in connection therewith including any appeal of or from any judgment or decision,
unless it is proved by clear and convincing evidence in a court of competent jurisdiction that
the Indemnitee’s action or failure to act involved an act or omission undertaken with
deliberate intent to cause injury to the Company or undertaken with reckless disregard for the
best interests of the Company. In addition, with respect to any criminal action or
proceeding, indemnification hereunder shall be made only if the Indemnitee had no reasonable
cause to believe his conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the Indemnitee did not satisfy the
foregoing standard of conduct to the extent applicable thereto.






	 	(b)	 	The Company shall indemnify the Indemnitee, if or when he is a party or is
threatened to be made a party to any threatened, pending, or completed action, suit, or
proceeding by or in the right of the Company to procure a judgment in its favor, by
reason of the fact that the Indemnitee is or was a Director or an officer of the
Company or is or was serving at the request of the Company as a director, trustee,
officer, employee, or agent of another corporation, domestic or foreign, nonprofit or
for profit, partnership, joint venture, trust, or other enterprise, against any and all
Expenses actually and reasonably incurred by the Indemnitee in connection with the
defense or settlement thereof or any appeal of or from any judgment or decision, unless
it is proved by clear and convincing evidence in a court of competent jurisdiction that
the Indemnitee’s action or failure to act involved an act or omission undertaken with
deliberate intent to cause injury to the Company or undertaken with reckless disregard
for the best interests of the Company, except that no indemnification pursuant to this
Section 2(b) shall be made in respect of any action or suit in which the only liability
asserted against the Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code
(the “ORC”).






	 	(c)	 	Any indemnification under Section 2(a) or 2(b) (unless ordered by a court)
shall be made by the Company only as authorized in the specific case upon a
determination that indemnification of the Indemnitee is proper in the circumstances
because he has met the applicable standard of conduct set forth in Section 2(a) or
2(b). Such authorization shall be made (i) by the Directors of the Company (the
“Board”) by a majority vote of a quorum consisting of Directors who were not and are
not parties to or threatened with such action, suit, or proceeding, or (ii) if such a
quorum of disinterested Directors is not obtainable or if a majority of such quorum so
directs, in a written opinion by independent legal counsel (designated for such purpose
by the Board) which shall not be an attorney, or a firm having associated with it an
attorney, who has been retained by or who has performed services for the Company, or
any person to be indemnified, within the five years preceding such determination, or
(iii) by the shareholders of the Company (the “Shareholders”), or (iv) by the court in
which such action, suit, or proceeding was brought.






	 	(d)	 	To the extent that the Indemnitee has been successful on the merits or
otherwise, including, without limitation, the dismissal of an action without prejudice,
in defense of any action, suit, or proceeding referred to in Section 2(a) or 2(b), or
in defense of any claim, issue, or matter therein, he shall be indemnified against
Expenses actually and reasonably incurred by him in connection therewith.






	 	(e)	 	Expenses actually and reasonably incurred by the Indemnitee in defending any
such action, suit, or proceeding shall be paid by the Company as they are incurred in
advance of the final disposition of such action, suit, or proceeding under the
procedure set forth in Section 4(b).






	 	(f)	 	For purposes of this Agreement, references to “other enterprises” shall include
employee benefit plans; references to “fines” shall include any excise taxes assessed
on the Indemnitee with respect to any employee benefit plan; references to “serving at
the request of the Company” shall include any service which imposes duties on, or
involves services by, the Indemnitee with respect to an employee benefit plan, its
participants or beneficiaries; references to the masculine shall include the feminine;
and references to the singular shall include the plural and vice versa.






	 	(g)	 	No amendment to the Amended Articles of Incorporation of the Company (the
“Articles”) or the Regulations shall deny, diminish, or encumber the Indemnitee’s
rights to indemnity pursuant to this Agreement, except to the extent that such
amendment is required by law to be given effect. No amendment to the Articles or the
Regulations shall deny, diminish, or encumber the Indemnitee’s rights to indemnity
pursuant to the Articles, the Regulations, the ORC, or any other applicable law as
applied to any act or failure to act occurring in whole or in part prior to the date
(the “Effective Date”) upon which the amendment was approved by the Shareholders,
except to the extent that such amendment is required by law to be given effect. In the
event that the Company shall purport to adopt any amendment to its Articles or
Regulations or take any other action the effect of which is to deny, diminish, or
encumber the Indemnitee’s rights to indemnity pursuant to the Articles, the
Regulations, the ORC, or any such other law, such amendment shall apply only to acts or
failures to act occurring entirely after the Effective Date thereof.






	 	3.	 	Additional Indemnification. Pursuant to ORC Section 1701.13(E)(6), without limiting
any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of
this Agreement or the Articles, the Regulations, the ORC, any policy of insurance, or
otherwise, but subject to any limitation on the maximum permissible indemnity which may exist
under applicable law at the time of any request for indemnity hereunder and subject to the
following provisions of this Section 3, the Company shall indemnify the Indemnitee against any
amount which he is or becomes obligated to pay relating to or arising out of any claim
(including any pending, threatened or completed action, suit or proceeding to which he is or
is threatened to be made a party) made against him because of any action alleged to have been
taken or omitted to be taken, including any actual or alleged error, misstatement, or
misleading statement, which he commits, suffers, permits, or acquiesces in while acting in his
capacity as a Director or an officer of the Company. The payments which the Company is
obligated to make pursuant to this Section 3 shall include, without limitation, judgments,
fines, and amounts paid in settlement and any and all Expenses actually and reasonably
incurred by the Indemnitee in connection therewith including any appeal of or from any
judgment or decision; provided, however, that the Company shall not be obligated under this
Section 3 to make any payment in connection with any claim against the Indemnitee:






	 	(i)	 	to the extent of any fine or similar governmental imposition
which the Company is prohibited by applicable law from paying which results
from a final, nonappealable order; or





to the extent based upon or attributable to the Indemnitee having actually realized a personal gain
or profit to which he was not legally entitled, including, without limitation, profit from the
purchase and sale by the Indemnitee of equity securities of the Company which is recoverable by the
Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, or profit arising from
transactions in publicly traded securities of the Company which were effected by the Indemnitee in
violation of Section 10(b) of the Securities Exchange Act of 1934, or Rule 10b-5 promulgated
thereunder.




	 	(b)	 	A determination as to whether the Indemnitee shall be entitled to
indemnification under this Section 3 shall be made in accordance with Section 4(a).






	 	(c)	 	Expenses incurred by the Indemnitee in defending any claim to which this
Section 3 applies shall be paid by the Company as they are actually and reasonably
incurred in advance of the final disposition of such claim under the procedure set
forth in Section 4(b).






	 	4.	 	Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his
rights to indemnification under Section 3, the Indemnitee shall (i) submit to the Board a
sworn statement of request for indemnification substantially in the form of Exhibit 1 attached
hereto and made a part hereof (the “Indemnification Statement”) stating that he is entitled to
indemnification hereunder; and (ii) present to the Board reasonable evidence of all amounts
for which indemnification is requested. Submission of an Indemnification Statement to the
Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder,
and the Company shall, within 60 calendar days after submission of the Indemnification
Statement, make the payments requested in the Indemnification Statement to or for the benefit
of the Indemnitee, unless (i) within such 60-calendar-day period the Board shall resolve by
vote of a majority of the Directors at a meeting at which a quorum is present that the
Indemnitee is not entitled to indemnification under Section 3, (ii) such vote shall be based
upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (iii)
the Indemnitee shall have received within such period notice in writing of such vote, which
notice shall disclose with particularity the evidence upon which the vote is based. The
foregoing notice shall be sworn to by all persons who participated in the vote and voted to
deny indemnification. The provisions of this Section 4(a) are intended to be procedural only
and shall not affect the right of any Indemnitee to indemnification under Section 3 so long as
the Indemnitee follows the prescribed procedure and any determination by the Board that an
Indemnitee is not entitled to indemnification and any failure to make the payments requested
in the Indemnification Statement shall be subject to judicial review by any court of competent
jurisdiction.






	 	(b)	 	For purposes of obtaining payments of Expenses in advance of final disposition
pursuant to the Section 2(e) or Section 3(c), the Indemnitee shall submit to the
Company a sworn request for advancement of Expenses substantially in the form of
Exhibit 2 attached hereto and made a part hereof (the “Undertaking”), stating that he
has reasonably incurred actual Expenses in defending an action, suit or proceeding
referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant
to Section 12 hereof. Unless at the time of the Indemnitee’s act or omission at issue,
the Articles or Regulations prohibit such advances by specific reference to ORC Section
1701.13(E)(5)(a) and unless the only liability asserted against the Indemnitee in the
subject action, suit, or proceeding is pursuant to ORC Section 1701.95, the Indemnitee
shall be eligible to execute Part A of the Undertaking by which he undertakes to (a)
repay such amount if it is proved by clear and convincing evidence in a court of
competent jurisdiction that the Indemnitee’s action or failure to act involved an act
or omission undertaken with deliberate intent to cause injury to the Company or
undertaken with reckless disregard for the best interests of the Company and (b)
reasonably cooperate with the Company concerning the action, suit, proceeding or claim.
In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by
which he undertakes to repay such amount if it ultimately is determined that he is not
entitled to be indemnified by the Company under this Agreement or otherwise. If the
Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking,
the Expenses which are paid by the Company pursuant thereto shall be required to be
repaid by the Indemnitee only if he is required to do so under the terms of both Part A
and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall
thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company
in writing and in reasonable detail arising out of the matter described in the
Undertaking. No security shall be required in connection with any Undertaking. The
Company shall advance to the Indemnitee all reasonable costs and expenses incurred or
to be incurred by the Indemnitee in connection with any action under Section 3(c)
within 20 days of receipt by the Company of a written request for such advance.






	 	(c)	 	Limitation on Indemnity. Notwithstanding anything contained herein to
the contrary, the Company shall not be required hereby to indemnify the Indemnitee with
respect to any action, suit, or proceeding that was initiated by the Indemnitee unless
(i) such action, suit or proceeding was initiated by the Indemnitee to enforce any
rights to indemnification arising hereunder and such person shall have been formally
adjudged to be entitled to indemnity by reason hereof, (ii) authorized by another
agreement to which the Company is a party whether heretofore or hereafter entered, or
(iii) otherwise ordered by the court in which the suit was brought.






	 	5.	 	Notification and Defense of Claims. (a) The failure by the Indemnitee to timely notify the
Company of any action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim
referred in Section 3 for which Indemnitee seeks or may seek indemnification or advancement of
expenses under this Agreement, shall not relieve the Company from any liability hereunder
unless, and only to the extent that, the Company did not otherwise learn of such action, suit,
proceeding or claim and such failure results in forfeiture by the Company of substantial
defenses, rights or insurance coverage.






	 	(b)	 	The Company shall be entitled to participate in the defense of any action, suit
or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section
3 for which Indemnitee seeks or may seek indemnification or advancement of expenses
under this Agreement or to assume the defense thereof, with counsel reasonably
satisfactory to the Indemnitee; provided that if Indemnitee believes, after
consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by
the Company to represent Indemnitee would present such counsel with an actual or
potential conflict, (b) the named parties in any such action, suit, proceeding or claim
(including any impleaded parties) include both the Company and Indemnitee and
Indemnitee shall conclude that there may be one or more legal defenses available to him
that are different from or in addition to those available to the Company, or (c) any
such representation by such counsel would be precluded under the applicable standards
of professional conduct then prevailing, then Indemnitee shall be entitled to retain
separate counsel (but not more than one law firm plus, if applicable, local counsel in
respect of any particular action, suit, proceeding or claim) at the Company’s expense.
The Company shall not be liable to Indemnitee under this Agreement for any amounts paid
in settlement of any threatened or pending action, suit, proceeding or claim without
the Company’s prior written consent. The Company shall not, without the prior written
consent of the Indemnitee, effect any settlement of any threatened or pending action,
suit, proceeding or claim to which the Indemnitee is, or could have been, a party
unless such settlement solely involves the payment of money and includes a complete and
unconditional release of the Indemnitee from all liability on any claims that are the
subject matter of such action, suit, proceeding or claim. Neither the Company nor
Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided
that Indemnitee may withhold consent to any settlement that does not provide a complete
and unconditional release of Indemnitee.






	 	6.	 	Liability Insurance and Funding. For the duration of Indemnitee’s service as a
Director and thereafter for so long as Indemnitee shall be subject to any pending or possible
action, suit, proceeding or claim that gives rise to a right hereunder, the Company shall use
commercially reasonable efforts (taking into account the scope and amount of coverage
available relative to the cost thereof) to cause to be maintained in effect policies of
directors’ and officers’ liability insurance providing coverage for Directors and officers of
the Company either that (a) is at least substantially comparable in scope and amount to that
provided by the Company’s current policies of directors’ and officers’ liability insurance or
(b) the premium cost of which is at least as much as that paid for the Company’s current
policies of directors’ and liability insurance. The Company shall provide Indemnitee with a
copy of all directors’ and officers’ liability insurance applications, binders, policies,
declarations, endorsements and other related materials. In all policies of directors’ and
officers’ liability obtained by the Company, Indemnitee shall be named as an insured in such a
manner as to provide Indemnitee the same rights and benefits, subject to the same limitations,
as are accorded to the Company’s Directors most favorably insured by such policy.






	 	7.	 	Subrogation: Duplication of Payments. (a) In the event of payment under this
Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
of recovery of the Indemnitee, who shall execute all papers required and shall do everything
that may be necessary to secure such rights, including the execution of such documents
necessary to enable the Company effectively to bring suit to enforce such rights.






	 	(b)	 	The Company shall not be liable under this Agreement to make any payment in
connection with any claim made against an Indemnitee to the extent that the Indemnitee
has actually received payment (under any insurance policy, the Regulations or
otherwise) of amounts otherwise payable hereunder.






	 	8.	 	Shareholder Ratification. The Company may, at its option, propose at any future
meeting of Shareholders that this Agreement be ratified by the Shareholders; provided,
however, that the Indemnitee’s rights hereunder shall be fully enforceable in
accordance with the terms hereof whether or not such ratification is sought or obtained.






	 	9.	 	Fees and Expenses of Enforcement. It is the intent of the Company that the
Indemnitee not be required to incur expenses associated with the enforcement of his rights
under this Agreement by litigation or other legal action because such expenses would
substantially detract from the benefits intended to be extended to the Indemnitee hereunder.
Accordingly, if it should appear to the Indemnitee that the Company has failed to comply with
any of its obligations under this Agreement or if the Company or any other person takes any
action to declare this Agreement void or unenforceable, or institutes any action, suit, or
proceeding to deny, or to recover from, the Indemnitee the benefits intended to be provided to
the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time
to retain counsel of his choice, at the expense of the Company as hereafter provided, to
represent the Indemnitee in connection with the initiation or defense of any litigation or
other legal action, whether by or against the Company or any director, officer, shareholder,
or other person affiliated with the Company, in any jurisdiction. Regardless of the outcome
thereof, the Company shall pay and be solely responsible for any and all expenses, including,
without limitation, fees and expenses of attorneys and others, reasonably incurred by the
Indemnitee pursuant to this Section 10, unless the court determines that each of the material
assertions made by the Indemnitee as a basis for the litigation or other legal action were not
made in good faith or were frivolous.






	 	10.	 	Merger or Consolidation. This Agreement shall be binding upon and inure to the
benefit of the Company and any successor to the Company. If the Company shall be a
constituent corporation in a consolidation, merger, or other reorganization, the Company, if
it shall not be the surviving, resulting, or acquiring corporation therein, shall require as a
condition thereto that the surviving, resulting, or acquiring corporation agree to assume all
of the obligations of the Company hereunder and to indemnify the Indemnitee to the full extent
provided herein. Whether or not the Company is the resulting, surviving, or acquiring
corporation in any such transaction, the Indemnitee shall also stand in the same position
under this Agreement with respect to the resulting, surviving, or acquiring corporation in
which he would have stood with respect to the Company if its separate existence had continued.






	 	11.	 	Indemnification for Expenses of a Witness. Notwithstanding any other provision of
this Agreement, to the extent Indemnitee is, by reason of the fact that Indemnitee is or was a
Director of the Company, a witness in any action, suit, proceeding or claim 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.






	 	12.	 	Nonexclusively and Severability. (a) The rights to indemnification provided by this
Agreement shall not be exclusive of any other rights of indemnification to which the
Indemnitee may be entitled under the Articles, the Regulations, the ORC or any other statute,
any insurance policy, agreement, or vote of shareholders or directors or otherwise, as to any
actions or failures to act by the Indemnitee, and shall continue after he has ceased to be a
Director, officer, employee, or agent of the Company or other entity for which his service
gives rise to a right hereunder, and shall inure to the benefit of his heirs, executors, and
administrators; provided, however, that the Indemnitee hereby agrees that the provisions det
forth in Sections 4 through 18 of this Agreement also shall apply to any rights of
indemnification or advancement of expenses that Indemnitee may have under, and supercede, if
necessary, provisions of the same subject matters set forth in, the Articles, the regulations,
the ORC or any other statute, insurance policy, agreement, or vote of shareholders or
directors, or otherwise. In the event of any payment under this Agreement, the Company shall
be subrogated to the extent thereof to all rights of recovery previously vested in the
Indemnitee, who shall execute all instruments and take all other actions as shall be
reasonably necessary for the Company to enforce such right.






	 	(b)	 	This Agreement shall inure to the benefit of and be enforceable by the
Indemnitee’s personal or legal representatives, executors, administrators, heirs,
distributees, legatees and other successors, but otherwise the rights to
indemnification provided by the this Agreement are personal to the Indemnitee and are
non-transferable by Indemnitee, and no party other than the Indemnitee is entitled to
indemnification under this Agreement.






	 	(c)	 	If any provision of this Agreement or the application of any provision hereof
to any person or circumstances is held invalid, unenforceable, or otherwise illegal,
the remainder of this Agreement and the application of such provision to other persons
or circumstances shall not be affected, and the provision so held to be invalid,
unenforceable, or otherwise illegal shall be reformed to the extent (and only to the
extent) necessary to make it enforceable, valid, and legal.






	 	13.	 	Security. To ensure that the Company’s obligations pursuant to this Agreement can be
enforced by Indemnitee, the Company may, at its option, establish a trust pursuant to which
the Company’s obligations pursuant to this Agreement and other similar agreements can be
funded.






	 	14.	 	Notices. All notices and other communications hereunder shall be in writing and
shall be personally delivered or sent by recognized overnight courier service (a) if to the
Company, to the then-current principal executive offices of the Company (Attention: General
Counsel) or (b) if to the Indemnitee, to the last known address of Indemnitee as reflected in
the Company’s records. Either party may change its address for the delivery of notices or
other communications hereunder by providing notice to the other party as provided in this
Section 15. All notices shall be effective upon actual delivery by the methods
specified in this Section 15.






	 	15.	 	Prior Agreements. 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, including, without limitation, the Indemnification Agreement dated as
of      ,      between the Company and the Indemnitee.






	 	16.	 	Governing Law and Consent to Jurisdiction. This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio, without giving effect to the
principles of conflict of laws thereof. The Company and the Indemnitee each hereby
irrevocably consents to the jurisdiction of the courts of the State of Ohio for all purposes
in connection with any action, suit, proceeding or claim which arises out of or relates to
this Agreement and hereby waives any objections or defenses relating to jurisdiction with
respect to any lawsuit or other legal proceeding initiated in or transferred to such courts.






	 	17.	 	Modification. This Agreement and the rights and duties of the Indemnitee and the
Company hereunder may be modified only by an instrument in writing signed by both parties
hereto.






	 	18.	 	Headings; References. Descriptive headings of the several Sections of this Agreement
are inserted for convenience only and will not control or affect the meaning or construction
of any of the provisions of this Agreement. Unless otherwise expressly provided, references
to Sections and Exhibits are to Sections of and Exhibits to this Agreement.






	 	19.	 	Counterparts. This Agreement may be executed in any number of counterparts and each
of such counterparts will for all purposes be deemed to be an original, and all counterparts
together will constitute but one and the same instrument.





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




BRUSH ENGINEERED MATERIALS INC.




By:


Title:



1




Exhibit 1




INDEMNIFICATION STATEMENT




	 	 	 	 	 	 	 	 	 	 	 	 	 
	State of
	 	 	 	 	 	 	)	 	 	 	 	 
	         )ss:

	County of
	 	 	)	 	 	 	 	 	 	 	 	 







I,  , being first duly sworn, do depose and say as follows:



1. This Indemnification Statement is submitted pursuant to the Indemnification Agreement made
as of  ,      between BRUSH ENGINEERED MATERIALS INC. (the “Company”), an Ohio corporation,
and the undersigned.



2. I am requesting indemnification against costs, charges, expenses (which may include fees
and expenses of attorneys and/or others), judgments, fines, and amounts paid in settlement
(collectively, “Liabilities”), which have been actually and reasonably incurred by me in connection
with a claim referred to in Section 3 of the aforesaid Indemnification Agreement.



3 With respect to all matters related to any such claim, I am entitled to be indemnified as
herein contemplated pursuant to the aforesaid Indemnification Agreement.



4. Without limiting any other rights which I have or may have, I am requesting indemnification
against Liabilities which have or may arise out of  .




[Signature of Indemnitee]



Subscribed and sworn to before me, a Notary Public in and for said County and State, this
  day of  ,       .



[Seal]




My commission expires the   day of  , _      .



2




Exhibit 2




UNDERTAKING




	 	 	 	 	 	 	 	 	 
	State of
	 	 	)	 	 	 	 	 
	      )ss:

	County of
	 	 	)	 	 	 	 	 







I,  , being first duly sworn do depose and say as follows:



1. This Undertaking is submitted pursuant to the Indemnification Agreement made as of 
,   between BRUSH ENGINEERED MATERIALS INC. (the “Company”), an Ohio corporation, and
the undersigned.



2. I am requesting payment of costs, charges, and expenses which I have reasonably incurred or
will reasonably incur in defending an action, suit or proceeding referred to in Section 2(a) or
2(b) or any claim referred to in Section 3, or pursuant to Section 10 or Section 12 of the
aforesaid Indemnification Agreement.



3. The costs, charges, and expenses for which payment is requested are, in general, all
expenses related to  .




4. Part A



I hereby undertake to (a) repay all amounts paid pursuant hereto if it is proved by clear and
convincing evidence in a court of competent jurisdiction that my action or failure to act which is
the subject of the matter described herein involved an act or omission undertaken with deliberate
intent to cause injury to the Company or undertaken with reckless disregard for the best interests
of the Company and (b) reasonably cooperate with the Company concerning the action, suit,
proceeding or claim.




[Signature of Indemnitee]




4. Part B



I hereby undertake to repay all amounts paid pursuant hereto if it ultimately is determined
that I am not entitled to be indemnified by the Company under the aforesaid Indemnification
Agreement or otherwise.




[Signature of Indemnitee]



Subscribed and sworn to before me, a Notary Public in and for said County and State, this
  day of  , 200_.



[Seal]



My commission expires the   day of  , 200     .




3