Form of Indemnification Agreement



 Exhibit 10.25 

MPM HOLDINGS INC. 
 260
Hudson River Road 
 Waterford, NY 12188 

[Date] 
 [Name] 

[Address] 
 [Address] 

Dear [            ]: 

In connection with your activities in the capacity as a director of MPM Holdings Inc. (the “Company”), the Company hereby confirms the extension to
you as an indemnified party (“you” or “Indemnified Party”) of indemnification benefits as provided herein. 
  

	 	1.	Indemnification. 

  

	 	a.	 The Company agrees to indemnify, defend, protect and hold you (as the Indemnified Party) harmless, to the maximum
extent permitted by applicable law, including, without limitation, from and against any and all losses, claims, damages, demands, deficiencies, threats, liabilities, obligations, costs and expenses, including, without limitation, judgments, fines,
penalties, amounts paid in settlement or otherwise, including associated tax liabilities in respect of any such payments, and the reasonable fees and disbursements of counsel and other professionals, experts and advisors (collectively,
“Losses”), arising out of or relating to any civil, administrative, regulatory or criminal action, governmental investigation, inquiry, arbitration or other proceeding or claim of any kind, or any threat thereof, whether or not matured or
inchoate, known or unknown, suspected or unsuspected, vested or contingent, formal or informal, or arising from past, present or future activities (a “Proceeding”) incurred or suffered by or imposed upon you in connection with or related
to (i) you serving whether prior to, on or subsequent to the date hereof (A) as a director of the Company, or (B) as a witness in any Proceeding (including, but not limited to, the giving of testimony by deposition or otherwise) in
connection with or arising from any matter referred to in clause (A) above, or (ii) any act or omission, or alleged act or omission, whether arising prior to, on or subsequent to the date hereof, by you in connection with or arising from
your service as a director of the Company, or (iii) the enforcement of your rights hereunder. The Company will promptly reimburse you for all Losses as they are incurred by you and in advance of the final disposition of any Proceeding upon your
written demand in connection with investigating, preparing or defending any such Proceeding; provided however, that you hereby agree to repay to the Company any and all expense reimbursement and/or advancement, but only to the extent it is
determined by final adjudication from which there is no further right of appeal that the Losses relating to such Proceeding, for which expenses were reimbursed or advanced, were the result of




  
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your acts or failure to act which were in bad faith or with criminal intent. The Company hereby further agrees that in the event of any change in applicable law, statute or rule which narrows the
right of the Company to indemnify you, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the rights and obligations hereunder.


  

	 	b.	Notwithstanding paragraph 1(a) above, the Company will not be responsible for, and shall not be required to indemnify you in respect of any Losses incurred or suffered by you only to the extent such Losses are the
subject of a final adjudication from which there is no further right of appeal, establishing that your acts or omissions giving rise to such Losses were the result of your acts or failure to act which were in bad faith or with criminal intent. The
termination of any Proceeding or of any issue or matter therein by judgment, order, settlement or conviction without a finding, admission or consent to your criminal intent or bad faith, shall not adversely affect your right to indemnification under
this Agreement. The knowledge, actions or omissions of the Company or any or all of its affiliates or of any or all of its directors, officers, members, managers, shareholders, agents, consultants, representatives, employees, attorneys, or advisors,
shall not be imputed to you for purposes of determining your right to indemnification under this Agreement. 

  

	 	c.	The Company also agrees that you shall not have any liability to the Company or any or all of its affiliates or any or all of its directors, officers, members, managers, shareholders, agents, consultants,
representatives, employees, attorneys, or advisors for or in connection with, any matter for which you are entitled to indemnity hereunder. 

  

	 	d.	Notwithstanding any provision herein to the contrary, satisfaction of any claims for Losses incurred shall be limited to the assets and properties of the Company, and applicable insurance proceeds. Nothing herein shall
obligate or expose any director, officer, member, manager, shareholder, agent, consultant, representative, employee, attorney, or advisor of the Company, solely by reason of such person’s interest therein or capacity therewith, to satisfy any
indemnity herein beyond the then existing assets of the Company, including, without limitation, any available insurance proceeds. 

  

	 	e.	The indemnities provided herein shall survive the termination or completion of your performance of services as a director of the Company. 


 

	 	f.	As a condition to and as further consideration for the indemnification benefits provided herein, you will provide reasonable cooperation, on such terms and at such times as may reasonably be requested, to the Company
and its counsel, other professionals, experts and advisors respecting any Proceeding and/or Losses affecting you, the Company, or any of its affiliates. 


  
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	 	g.	Upon the payment of any indemnification obligation hereunder with respect to a Loss or Proceeding which was the basis for such indemnification obligation, the Company shall be subrogated to the rights of the Indemnified
Party in respect of any payment regarding such Loss or Proceeding with respect to which such amount has been paid by the Company hereunder (unless such rights are released or waived in connection with the settlement or other disposition of a
Proceeding approved by the Company); provided, however, that the foregoing shall not in and of itself extinguish any unpaid or unsatisfied rights the Indemnified Party has against any third party or the Company regarding such Loss or Proceeding.


  

	 	2.	Settlement of Proceedings. 

  

	 	a.	You agree that you will not settle, compromise or consent to the entry of any judgment as to the Indemnified Party in any pending or threatened Proceeding (whether or not you are an actual or potential party to such
Proceeding) in which you have sought indemnification hereunder without the Company’s prior written consent, which consent may be given or withheld in their sole discretion, unless such settlement, compromise or consent respecting such
Proceeding includes an unconditional release of you and does not (i) require or impose any injunctive or other non-monetary remedy on the Company or its affiliates, (ii) require or impose an admission or consent as to any wrongdoing by the
Company or its affiliates, or (iii) otherwise result in a direct or indirect payment by or monetary cost to the Company or its affiliates. 

  

	 	b.	The Company agrees that it will not settle, compromise or consent to the entry of any judgment as to the Indemnified Party in any pending or threatened Proceeding (whether or not you are an actual or potential party to
such Proceeding) in which you have sought indemnification hereunder without your prior written consent, which consent may be given or withheld in your sole discretion, unless such settlement, compromise or consent includes an unconditional release
of you and does not (i) require or impose any injunctive or other non-monetary remedy on you, (ii) require or impose an admission or consent as to any wrongdoing by you or (iii) otherwise result in a direct or indirect payment by or
monetary cost to you personally (as opposed to a payment to be made or cost to be paid by the Company on your behalf). 

  

	 	3.	 Notice and Procedure for Indemnification. Promptly after receipt by you of any threat, demand, notice of
any complaint or the commencement of any Proceeding with respect to which indemnification may be sought by you hereunder, you will notify the Company in writing thereof, but your failure to notify the Company will not relieve the Company from any
liability which the Company may have hereunder except to the extent that the Company is materially prejudiced thereby, but will not in any event relieve the Company from any other obligation or liability that the Company may have to you otherwise
than under this Agreement. If the Company so elects or is requested by you, the Company will assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to you and the Company and the payment of the fees and
disbursements of such counsel. In the event, however, that (a) you reasonably determine at any time that having such 



  
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counsel would present such counsel with a conflict of interest or if the defendants in, or targets of, any such Proceeding include both you and the Company or any of its directors, officers,
partners, members, managers or shareholders, and you reasonably conclude that there may be legal defenses available to you that are different from or in addition to those available to the Company or such other persons, or (b) the Proceeding
involves allegations of any criminal acts or criminal conduct by you, or is before or threatened by any regulatory agency or commission, or (c) if the Company fails to assume the defense of the Proceeding or to employ counsel reasonably
satisfactory to you, in either case in a timely manner, then, in the case of (a), (b) or (c) above, you may employ separate counsel to represent or defend you in any such Proceeding and the Company will pay in advance (subject to the terms
and conditions hereof) of the final disposition of such Proceeding upon your written demand the reasonable fees and disbursements of such counsel; provided, however, that the Company will not be required to pay the fees and
disbursements of more than one separate counsel for you in any jurisdiction in any single Proceeding. In any Proceeding the defense of which the Company assumes that does not entitle you to exercise the rights set forth in the preceding sentence,
you will have the right to participate in such Proceeding and to retain your own counsel at your own expense. 

  

	 	4.	Remedies. In any claim by you to enforce a right of indemnification or advancement of expenses, or by the Company to recover any amounts advanced to you hereunder, the Company shall have the burden of proving
that you are not entitled to indemnification, or that it is entitled to the repayment of any such advance under this Agreement. If you are successful, in whole or in part, in any such claim, you shall be entitled to be paid all expenses, including,
without limitation, reasonable fees and disbursements of counsel and other professionals, experts and advisors, of prosecuting or defending such claim, including enforcing this Agreement. 


 

	 	5.	Contribution. To the extent permitted by law, the Company agrees that if any indemnification sought by you pursuant to this Agreement is held by a court of competent jurisdiction, pursuant to a final adjudication
from which there is no further right of appeal, to be unavailable for any reason other than as specified in paragraph 1(b) above, then the Company and you will contribute to the Losses for which such indemnification is held unavailable in such
proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and you, on the other hand, in connection with activities taken on the Company’s behalf in connection with your services to the Company.


  

	 	6.	Nonexclusivity; No Impairment of Rights. The indemnity, reimbursement and contribution obligations of the Company under this Agreement shall be in addition to any rights that you may have at common law or
otherwise. Further, nothing contained herein shall be deemed to impair, restrict or prevent any party from exercising any rights or remedies otherwise available to him, her or it under law upon any default by any other party hereunder.


  

	 	7.	 Insurance. Without limiting any other provision of this Agreement, to the extent that the Company
maintains, or in the future should obtain, an insurance policy or 



  
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policies providing liability insurance for persons serving on its behalf or other entity in any capacity at the request of the Company, the Company shall use its best efforts to include you as an
insured person at its expense under such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such person under such policy or policies and, to the extent applicable, you shall be a (third
party) beneficiary thereof; provided that to the extent applicable and reasonably necessary you shall abide by applicable provisions in such insurance program respecting, among other things, your cooperation and employment of counsel approved by the
insurer, etc. 

  

	 	8.	Authorization; Enforceability. The Company hereby represents and warrants as follows: 

  

	 	a.	The execution of this letter agreement does not violate or otherwise conflict with any agreement, arrangement or obligation of the Company, including but not limited to the charter and governing documents of the
Company. 

  

	 	b.	This letter agreement has been duly authorized, executed and delivered, and it constitutes the legal, valid and binding obligation of the Company, enforceable against the Company, its successors and assigns in
accordance with its terms. 

  

	 	9.	Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered personally and receipted for by the party to whom
said notice or other communication shall have been directed, or (ii) mailed by certified or registered first-class mail, return receipt requested, with postage prepaid, on the third business day after the date on which it is so mailed:


  

	 	a.	If to you, to the address set forth on the first page hereof. 

  

	 	b.	If to the Company, to: 

 MPM Holdings Inc. 

260 Hudson River Road 

Waterford, NY 12188 
 Attention:
General Counsel 
 or to such other address as may have been furnished to you by the Company or to the Company by you, as the case may be.

  

	 	10.	Amendments. No supplement, modification or amendment of this Agreement shall be binding on you or any other party unless executed in writing by each of the parties hereto. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. 


  
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	 	11.	Assignment. All rights and privileges hereunder shall inure to the benefit of your heirs, executors and administrators and all obligations of the Company shall be binding upon its successors and legal
representatives. Subject to the foregoing, neither you nor the Company may assign any rights or delegate any duties hereunder without the prior written consent of the other. 


 

	 	12.	Severability; Construction. If this letter agreement or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify you to the
fullest extent permitted by any applicable portion of this letter agreement that shall not have been invalidated and to the fullest extent permitted by applicable law. To the fullest extent possible, the provisions of this letter agreement
(including, without limitation, each portion of any provision of this letter 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 by the provision held invalid, illegal or unenforceable. In this regard, if the court finds any provision of this letter agreement to be invalid due to the scope thereof, the court shall have the right to reduce the
scope of such provision in order to render it enforceable. Further, this letter agreement shall not be construed against one party or the other by reason of any one party’s preparation hereof. 


 

	 	13.	Jurisdiction and Venue. The parties hereby consent to exclusive jurisdiction, service and venue in any federal or state court in the county, city and state of New York. 


 

	 	14.	Governing Law. This letter agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts of laws principles. 


 

	 	15.	Counterparts. This letter agreement may be executed in two or more counterparts, each of which shall be deemed an original, but when taken together, shall constitute one and the same instrument.


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 Very truly yours, 
  

			
	MPM HOLDINGS INC.
		
	By:	 	 
	Name:	 	
	Title:	 	


  
 Indemnification Letter
Agreement 
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	INDEMNIFIED PARTY
		
	By:	 	 
	Name:	 	


  
 Indemnification Letter
Agreement 
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