**Exhibit 10(s)****PEERLESS MFG. CO.****INDEMNIFICATION AGREEMENT**     This Indemnification Agreement (this “***Agreement***”) is made and entered into as of the                     day of                      2006, by and between Peerless Mfg. Co., a Texas corporation (the"***Corporation***”), and                      (“***Indemnitee***”).**RECITALS**     A. It is critically important to the Corporation and its shareholders that the Corporation beable to attract and retain the most capable persons reasonably available to serve as directors andofficers of the Corporation.     B. In recognition of the need for corporations to be able to induce capable and responsiblepersons to accept positions in corporate management, Texas law authorizes (and in some instancesrequires) corporations to indemnify their directors and officers, and further authorizescorporations to purchase and maintain insurance for the benefit of their directors and officers.     C. Recent federal legislation and rules adopted by the Securities and Exchange Commission andthe national securities exchanges have imposed additional disclosure and corporate governanceobligations on directors and officers of public companies and have exposed such directors andofficers to new and substantially broadened civil liabilities.     D. These legislative and regulatory initiatives have also exposed directors and officers ofpublic companies to a significantly greater risk of criminal proceedings, with attendant defensecosts and potential criminal fines and penalties.     E. Indemnitee is a director and/or officer of the Corporation and his/her willingness to servein such capacity is predicated, in substantial part, upon the Corporation’s willingness toindemnify him/her in accordance with the principles reflected above, to the full extent permittedby the laws of the State of Texas, and upon the other undertakings set forth in this Agreement.     F. Therefore, in recognition of the need to provide Indemnitee with substantial protectionagainst personal liability, in order to procure Indemnitee’s continued service as a director and/orofficer of the Corporation and to enhance Indemnitee’s ability to serve the Corporation in aneffective manner, and in order to provide such protection pursuant to express contract rights(intended to be enforceable irrespective of, among other things, any amendment to the Corporation’sSecond Amended and Restated Articles of Incorporation (the “***Articles***”) or Second Amended andRestated Bylaws (the “***Bylaws***”) or any change in the composition of the Corporation’s Board ofDirectors (the “***Board***”)), the Corporation wishes to provide in this Agreement for theindemnification of and the advancement of Expenses (as defined in Article I) to Indemniteeas set forth in this Agreement and for the continued coverage of Indemnitee under the Corporation’sdirectors’ and officers’ liability insurance policies.
 

 
     G. In light of the considerations referred to in the preceding recitals, it is theCorporation’s intention and desire that the provisions of this Agreement be construed liberally,subject to their express terms, to maximize the protections to be provided to Indemnitee hereunder.     NOW, THEREFORE, in order to induce Indemnitee to continue to serve in his/her presentcapacity, the Corporation and Indemnitee hereby agree as follows:**ARTICLE I**