Exhibit 10.1


 


WILLIS LEASE FINANCE CORPORATION


 


INDEMNIFICATION AGREEMENT


 


 


This
Indemnification Agreement (this “Agreement”) is made as of
                        ,
by and between Willis Lease Finance Corporation, a Delaware corporation (the “Company”),
and
                                        
(“Indemnitee”).


 


RECITALS


 


The
Company and Indemnitee recognize the increasing difficulty in obtaining
liability insurance for directors, officers and key employees, the significant
increases in the cost of such insurance and the general reductions in the
coverage of such insurance.  The Company
and Indemnitee further recognize the substantial increase in corporate
litigation in general, subjecting directors, officers and key employees to
expensive litigation risks at the same time as the availability and coverage of
liability insurance has been severely limited. 
Indemnitee does not regard the current protection available as adequate
under the present circumstances, and Indemnitee may not be willing to continue
to serve in Indemnitee’s current capacity with the Company without additional
protection.  The Company desires to
attract and retain the services of highly qualified individuals, such as
Indemnitee, and to indemnify its directors, officers and key employees so as to
provide them with the maximum protection permitted by law.


 


AGREEMENT


 


In
consideration of the mutual promises made in this Agreement, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and Indemnitee hereby agree as follows:


 


1.                                      Indemnification.


 


(a)           Third-Party Proceedings.  To the fullest extent permitted by applicable
law, the Company shall indemnify Indemnitee, if Indemnitee was, is or is
threatened to be made, a party to or a participant (as a witness or otherwise)
in any Proceeding (other than a Proceeding by or in the right of the Company to
procure a judgment in the Company’s favor), against all Expenses, judgments,
fines and amounts paid in settlement (if such settlement is approved in advance
by the Company, which approval shall not be unreasonably withheld) actually and
reasonably incurred by Indemnitee in connection with such Proceeding if
Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in or not opposed to the best interests of the Company and, in the case of a
criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct
was unlawful.


 


(b)           Proceedings By or in the Right of the Company.  To the fullest extent permitted by applicable
law, the Company shall indemnify Indemnitee, if Indemnitee was, is or is
threatened to be made a party to or a participant (as a witness or otherwise)
in any Proceeding by or in the right of the Company to procure a judgment in
the Company’s favor, against all 


 

















 


Expenses
actually and reasonably incurred by Indemnitee in connection with such
Proceeding if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company,
except that no indemnification shall be made in respect of any claim, issue or
matter as to which Indemnitee shall have been finally adjudicated by court
order or judgment to be liable to the Company unless and only to the extent
that the Court of Chancery or the court in which such Proceeding is or was
pending shall determine upon application that, in view of all the circumstances
of the case, Indemnitee is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.


 


(c)           Success on the
Merits.  To the
fullest extent permitted by applicable law and to the extent that Indemnitee
has been successful on the merits or otherwise in defense of any Proceeding
referred to in Section 1(a) or Section 1(b) or the defense of any claim, issue
or matter therein, in whole or in part, the Company shall indemnify Indemnitee
against all Expenses actually and reasonably incurred by Indemnitee in
connection therewith.  Without limiting
the generality of the foregoing, if Indemnitee is successful on the merits or
otherwise as to one or more but less than all claims, issues or matters in a
Proceeding, the Company shall indemnify Indemnitee against all Expenses
actually and reasonably incurred by Indemnitee in connection with such
successfully resolved claims, issues or matters to the fullest extent permitted
by applicable law.  If any Proceeding is
disposed of on the merits or otherwise (including a disposition without
prejudice), without (1) the disposition being adverse to Indemnitee, (ii) an
adjudication that Indemnitee was liable to the Company, (iii) a plea of guilty
by Indemnitee, (iv) an adjudication that Indemnitee did not act in good faith
and in a manner Indemnitee reasonably believed to be in or not opposed to the
best interests of the Company, and (v) with respect to any criminal Proceeding,
an adjudication that Indemnitee had reasonable cause to believe Indemnitee’s
conduct was unlawful, Indemnitee shall be considered for the purposes hereof to
have been wholly successful with respect thereto.


 


(d)           Witness Expenses.  To the fullest extent permitted by applicable
law and to the extent that Indemnitee is a witness or otherwise asked to
participate in any Proceeding to which Indemnitee is not a party, the Company
shall indemnify Indemnitee against all Expenses actually and reasonably
incurred by Indemnitee in connection with such Proceeding.


 


2.                                      Indemnification Procedure.


 


(a)           Advancement of
Expenses.  To the
fullest extent permitted by applicable law, the Company shall advance all Expenses
actually and reasonably incurred by Indemnitee in connection with a Proceeding
within thirty (30) days after receipt by the Company of a statement requesting
such advances from time to time, whether prior to or after final disposition of
any Proceeding.  Such advances shall be
unsecured and interest free and shall be made without regard to Indemnitee’s
ability to repay the Expenses and without regard to Indemnitee’s ultimate
entitlement to indemnification under the other provisions of this
Agreement.  Indemnitee shall be entitled
to continue to receive advancement of Expenses pursuant to this Section 2(a)
unless and until the matter of Indemnitee’s entitlement to indemnification
hereunder has been finally adjudicated by court order or judgment from which no
further right of appeal exists. 
Indemnitee hereby undertakes to repay such amounts advanced only if, and
to the extent that, it ultimately is determined that Indemnitee is not entitled
to be indemnified by the Company under the other provisions of this
Agreement.  Indemnitee shall qualify for
advances upon the execution and 


 

















 


delivery
of this Agreement, which shall constitute the requisite undertaking with
respect to repayment of advances made hereunder and no other form of
undertaking shall be required to qualify for advances made hereunder other than
the execution of this Agreement.


 


(b)           Notice and Cooperation by Indemnitee.  Indemnitee shall promptly notify the Company
in writing upon being served with any summons, citation, subpoena, complaint, indictment,
information or other document relating to any Proceeding or matter for which
indemnification will or could be sought under this Agreement.  Such notice to the Company shall include a
description of the nature of, and facts underlying, the Proceeding, shall be
directed to the Chief Executive Officer of the Company and shall be given in
accordance with the provisions of Section 13(d) below.  In addition, Indemnitee shall give the
Company such additional information and cooperation as the Company may
reasonably request.  Indemnitee’s failure
to so notify, provide information and otherwise cooperate with the Company
shall not relieve the Company of any obligation which it may have to Indemnitee
under this Agreement, except to the extent that the Company is adversely
affected by such failure.


 


(c)           Determination of Entitlement.  Notwithstanding any other provision in this
Agreement, no determination as to entitlement to indemnification under this
Agreement shall be required to be made prior to the final disposition of the
Proceeding.  Subject to the foregoing,
promptly after receipt of a statement requesting payment with respect to the
indemnification rights set forth in Section 1, to the extent required by
applicable law, the Company shall take the steps necessary to authorize such
payment in the manner set forth in Section 145 of the General Corporation Law
of Delaware.  If a claim under this
Agreement, under any statute, or under any provision of the Company’s
Certificate of Incorporation or Bylaws providing for indemnification or
advancement of Expenses, is not paid in full by the Company within thirty (30)
days after a written request for payment thereof has first been received by the
Company, Indemnitee may, but need not, at any time thereafter bring an action
against the Company in the Delaware Court of Chancery to recover the unpaid
amount of the claim and, subject to Section 12, Indemnitee shall also be
entitled to be paid for all Expenses actually and reasonably incurred by
Indemnitee in connection with bringing such action.  It shall be a defense to any such action
(other than an action brought to enforce a claim for advancement of Expenses
under Section 2(a)) that Indemnitee has not met the standards of conduct which
make it permissible under applicable law for the Company to indemnify
Indemnitee for the amount claimed.  In
making a determination with respect to entitlement to indemnification
hereunder, the person or persons or entity making such determination shall
presume that Indemnitee is entitled to indemnification under this Agreement and
the Company shall have the burden of proof to overcome that presumption with
clear and convincing evidence to the contrary. 
The termination of any Proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that Indemnitee
did not act in good faith and in a manner which Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company, or, in the case
of a criminal Proceeding, that Indemnitee had reasonable cause to believe that
Indemnitee’s conduct was unlawful.  In
addition, it is the parties’ intention that if the Company contests Indemnitee’s
right to indemnification, the question of Indemnitee’s right to indemnification
shall be for the court to decide, and neither the failure of the Company
(including its Board of Directors, any committee or subgroup of the Board of
Directors, independent legal counsel, or its stockholders) to have made a determination
that indemnification of Indemnitee is proper in the circumstances because
Indemnitee has met the applicable standard 


 

















 


of
conduct required by applicable law, nor an actual determination by the Company
(including its Board of Directors, any committee or subgroup of the Board of
Directors, independent legal counsel, or its stockholders) that Indemnitee has
not met such applicable standard of conduct, shall create a presumption that
Indemnitee has or has not met the applicable standard of conduct.  If any requested determination with respect
to entitlement to indemnification hereunder has not been made within ninety
(90) days after the final disposition of the Proceeding, the requisite
determination that Indemnitee’s entitlement to indemnification shall be deemed
to have been made.


 


(d)           Payment Directions.  To the extent payments are required to be
made hereunder, the Company shall, in accordance with Indemnitee’s request (but
without duplication), (i) pay such Expenses on behalf of Indemnitee, (b)
advance to Indemnitee funds in an amount sufficient to pay such Expenses, or
(c) reimburse Indemnitee for such Expenses.


 


(e)           Notice to Insurers.  If, at the time of the receipt of a notice of
a claim pursuant to Section 2(b) hereof, the Company has director and officer
liability insurance in effect, the Company shall give prompt notice of the
commencement of such Proceeding to the insurers in accordance with the
procedures set forth in the respective policies.  The Company shall thereafter take all necessary
or desirable action 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.


 


(f)            Defense of Claim and Selection of Counsel.  In the event the Company shall be obligated
under Section 2(a) hereof to advance Expenses with respect to any Proceeding,
the Company, if appropriate, shall be entitled to assume the defense of such
Proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery
to Indemnitee of written notice of its election so to do.  After delivery of such notice, approval of
such counsel by Indemnitee and the retention of such counsel by the Company,
the Company will not be liable to Indemnitee under this Agreement for any fees
of counsel subsequently incurred by Indemnitee with respect to the same
Proceeding, provided that (i) Indemnitee shall have the right to employ counsel
in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment
of counsel by Indemnitee has been previously authorized by the Company, (B)
Indemnitee shall have reasonably concluded that there may be a conflict of
interest between the Company and Indemnitee in the conduct of any such defense
or (C) the Company shall not, in fact, have employed counsel to assume the
defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel
shall be at the expense of the Company. 
In addition, if there exists a potential, but not an actual conflict of
interest between the Company and Indemnitee, the actual and reasonable legal
fees and expenses incurred by Indemnitee for separate counsel retained by
Indemnitee to monitor the Proceeding (so that such counsel may assume
Indemnitee’s defense if the conflict of interest between the Company and Indemnitee
becomes an actual conflict of interest) shall be deemed to be Expenses that are
subject to indemnification hereunder. 
The existence of an actual or potential conflict of interest, and
whether such conflict may be waived, shall be determined pursuant to the rules
of attorney professional conduct and applicable law.  The Company shall not be required to obtain
the consent of Indemnitee for the settlement of any Proceeding the Company has
undertaken to defend if the Company assumes full and sole responsibility for
each such settlement; provided, however, that the Company shall be required to
obtain Indemnitee’s prior written approval, which shall not be unreasonably
withheld, before 


 

















 


entering
into any settlement which (1) does not grant Indemnitee a complete release of
liability, (2) would impose any penalty or limitation on Indemnitee, or (3)
would admit any liability or misconduct by Indemnitee.


 


3.                                      Additional Indemnification Rights.


 


(a)           Scope.  Notwithstanding any other provision of this
Agreement, the Company hereby agrees to indemnify Indemnitee to the fullest
extent permitted by law, notwithstanding that such indemnification is not
specifically authorized by the other provisions of this Agreement, the Company’s
Certificate of Incorporation, the Company’s Bylaws or by statute.  In the event of any change, after the date of
this Agreement, in any applicable law, statute, or rule which expands the right
of a Delaware corporation to indemnify a member of its board of directors or an
officer, such changes shall be deemed to be within the purview of Indemnitee’s
rights and the Company’s obligations under this Agreement.  In the event of any change in any applicable
law, statute or rule which narrows the right of a Delaware corporation to
indemnify a member of its board of directors or an officer, 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 parties’ rights
and obligations hereunder.


 


(b)           Nonexclusivity.  The indemnification provided by this
Agreement shall not be deemed exclusive of any rights to which Indemnitee may
be entitled under the Company’s Certificate of Incorporation, its Bylaws, any
agreement, any vote of stockholders or disinterested members of the Company’s
Board of Directors, the General Corporation Law of Delaware, or otherwise, both
as to action in Indemnitee’s official capacity and as to action in another
capacity while holding such office.


 


(c)           Interest on Unpaid Amounts.  If any payment to be made by the Company to
Indemnitee hereunder is delayed by more than ninety (90) days from the date the
duly prepared request for such payment is received by the Company, interest
shall be paid by the Company to Indemnitee at the legal rate under Delaware law
for amounts which the Company indemnifies or is obligated to indemnify for the
period commencing with the date on which Indemnitee actually incurs such
Expense or pays such judgment, fine or amount in settlement and ending with the
date on which such payment is made to Indemnitee by the Company.


 


(d)           Third-Party Indemnification.  The Company hereby acknowledges that
Indemnitee has or may from time to time obtain certain rights to
indemnification, advancement of expenses and/or insurance provided by one or
more third parties (collectively, the “Third-Party Indemnitors”).  The Company hereby agrees that it is the
indemnitor of first resort (i.e., its
obligations to Indemnitee are primary and any obligation of the Third-Party
Indemnitors to advance expenses or to provide indemnification for the same
expenses or liabilities incurred by Indemnitee are secondary), and that the
Company will not assert that the Indemnitee must seek expense advancement or
reimbursement, or indemnification, from any Third-Party Indemnitor before the
Company must perform its expense advancement and reimbursement, and
indemnification obligations, under this Agreement.  No advancement or payment by the Third-Party
Indemnitors on behalf of Indemnitee with respect to any claim for which
Indemnitee has sought indemnification from the Company shall affect the
foregoing.  The Third-Party Indemnitors
shall be subrogated to the extent of such advancement or payment to all of the
rights 


 

















 


of
recovery which Indemnitee would have had against the Company if the Third-Party
Indemnitors had not advanced or paid any amount to or on behalf of
Indemnitee.  If for any reason a court of
competent jurisdiction determines that the Third-Party Indemnitors are not
entitled to the subrogation rights described in the preceding sentence, the
Third-Party Indemnitors shall have a right of contribution by the Company to
the Third-Party Indemnitors with respect to any advance or payment by the
Third-Party Indemnitors to or on behalf of the Indemnitee.


 


4.                                      Partial Indemnification.


 


If
Indemnitee is entitled under any provision of this Agreement to indemnification
by the Company for some or a portion of the Expenses, judgments, fines or
amounts paid in settlement, actually and reasonably incurred in connection with
a Proceeding, but not, however, for the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for the portion of such Expenses, judgments,
fines and amounts paid in settlement to which Indemnitee is entitled.


 


5.                                      Director and Officer Liability Insurance.


 


(a)           D&O Policy.  The Company shall, from time to time, make
the good faith determination whether or not it is practicable for the Company
to obtain and maintain a policy or policies of insurance with reputable
insurance companies providing the directors and officers of the Company with
coverage for losses from wrongful acts, or to ensure the Company’s performance
of its indemnification obligations under this Agreement.  Among other considerations, the Company will
weigh the costs of obtaining such insurance coverage against the protection
afforded by such coverage.  In all
policies of director and officer liability insurance, Indemnitee shall be named
as an insured in such a manner as to provide Indemnitee the same rights and
benefits as are accorded to the most favorably insured of the Company’s
directors, if Indemnitee is a director; or of the Company’s officers, if
Indemnitee is not a director of the Company but is an officer; or of the
Company’s key employees, if Indemnitee is not an officer or director but is a
key employee.  Notwithstanding the
foregoing, the Company shall have no obligation to obtain or maintain such
insurance if the Company determines in good faith that such insurance is not
reasonably available, if the premium costs for such insurance are
disproportionate to the amount of coverage provided, if the coverage provided
by such insurance is limited by exclusions so as to provide an insufficient
benefit, or if Indemnitee is covered by similar insurance maintained by a
parent or subsidiary of the Company.


 


(b)           Tail Coverage.  In the event of a Change of Control or the
Company’s becoming insolvent (including being placed into receivership or
entering the federal bankruptcy process and the like), the Company shall
maintain in force any and all insurance policies then maintained by the Company
in providing insurance (directors’ and officers’ liability, fiduciary,
employment practices or otherwise) in respect of Indemnitee, for a period of
six years thereafter.


 


6.                                      Severability.


 


Nothing
in this Agreement is intended to require or shall be construed as requiring the
Company to do or fail to do any act in violation of applicable law.  The Company’s inability, pursuant to court
order, to perform its obligations under this Agreement shall not constitute a


 
















 


breach
of this Agreement.  If this Agreement or
any portion hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the
full extent permitted by any applicable portion of this Agreement that shall
not have been invalidated, and the balance of this Agreement not so invalidated
shall be enforceable in accordance with its terms.


 


7.                                      Exclusions.


 


Any
other provision herein to the contrary notwithstanding, the Company shall not
be obligated pursuant to the terms of this Agreement:


 


(a)           Claims Initiated by Indemnitee.  To indemnify or advance Expenses to
Indemnitee with respect to Proceedings initiated or brought voluntarily by
Indemnitee and not by way of defense, except with respect to Proceedings
brought to establish, enforce or interpret a right to indemnification under
this Agreement or any other statute or law or otherwise as required under Section 145
of the General Corporation Law of Delaware, but such indemnification or advancement
of Expenses may be provided by the Company in specific cases if the Board of
Directors finds it to be appropriate; provided, however, that the exclusion set
forth in the first clause of this subsection shall not be deemed to apply to
any investigation initiated or brought by Indemnitee to the extent reasonably
necessary or advisable in support of Indemnitee’s defense of a Proceeding to
which Indemnitee was, is or is threatened to be made, a party;


 


(b)           Lack of Good Faith.  To indemnify Indemnitee for any Expenses
incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee
to establish, enforce or interpret a right to indemnification under this
Agreement or any other statute or law or otherwise as required under Section 145
of the General Corporation Law of Delaware, if a court of competent
jurisdiction determines that each of the material assertions made by Indemnitee
in such proceeding was not made in good faith or was frivolous;


 


(c)           Insured Claims.  To indemnify Indemnitee for Expenses to the
extent such Expenses have been paid directly to Indemnitee by an insurance
carrier under an insurance policy maintained by the Company; or


 


(d)           Certain Exchange Act Claims.  To indemnify Indemnitee in connection with
any claim made against Indemnitee for (i) an accounting of profits made
from the purchase and sale (or sale and purchase) by Indemnitee of securities
of the Company within the meaning of Section 16(b) of the Exchange
Act or any similar successor statute or any similar provisions of state
statutory law or common law, or (ii) any reimbursement of the Company by
Indemnitee 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, as required in each case under the Exchange Act (including any such
reimbursements that arise from an accounting restatement of the Company
pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act” or pursuant to the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010), or the payment to the Company of profits arising from
the purchase and sale by Indemnitee of securities in violation of Section 306
of the Sarbanes-Oxley Act); provided, however, that to the fullest extent permitted
by applicable law and to the extent Indemnitee is successful on the merits 


 

















 


or
otherwise with respect to any such Proceeding, the Expenses actually and
reasonably incurred by Indemnitee in connection with any such Proceeding shall
be deemed to be Expenses that are subject to indemnification hereunder.


 


8.                                      Contribution Claims.


 


(a)           If
the indemnification provided in Section 1 is unavailable in whole or in
part and may not be paid to Indemnitee for any reason other than those set
forth in Section 7, then in respect to any Proceeding in which the Company
is jointly liable with Indemnitee (or would be if joined in such Proceeding),
to the fullest extent permitted by applicable law, the Company, in lieu of
indemnifying Indemnitee, shall pay, in the first instance, the entire amount
incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid
in settlement, in connection with any Proceeding without requiring Indemnitee
to contribute to such payment, and the Company hereby waives and relinquishes
any right of contribution it may have at any time against Indemnitee.


 


(b)           With
respect to a Proceeding brought against directors, officers, employees or
agents of the Company (other than Indemnitee), to the fullest extent permitted
by applicable law, the Company shall indemnify Indemnitee from any claims for
contribution that may be brought by any such directors, officers, employees or
agents of the Company (other than Indemnitee) who may be jointly liable with
Indemnitee, to the same extent Indemnitee would have been entitled to such
indemnification under this Agreement if such Proceeding had been brought
against Indemnitee.


 


9.                                      No Imputation.


 


The
knowledge and/or actions, or failure to act, of any director, officer, agent or
employee of the Company or the Company itself shall not be imputed to
Indemnitee for purposes of determining any rights under this Agreement.


 


10.                               Determination of Good Faith.


 


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 Enterprise, including financial statements, or on
information supplied to Indemnitee by the officers of the Enterprise in the
course of their duties, or on the advice of legal counsel for the Enterprise or
the Board of Directors of the Enterprise or any counsel selected by any
committee of the Board of Directors of the Enterprise or on information or
records given or reports made to the Enterprise by an independent certified public
accountant or by an appraiser, investment banker, compensation consultant, or
other expert selected with reasonable care by the Enterprise or the Board of
Directors of the Enterprise or any committee thereof.  The provisions of this Section 10 shall
not be deemed to be exclusive or to limit in any way the other circumstances in
which the Indemnitee may be deemed to have met the applicable standard of
conduct.  Whether or not the foregoing
provisions of this Section are satisfied, it shall in any event be
presumed that Indemnitee has at all times acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company.


 

















 


11.                               Defined Terms and Phrases.


 


For
purposes of this Agreement, the following terms shall have the following
meanings:


 


(a)           “Beneficial
Owner” and “Beneficial Ownership” shall have the meanings set forth
in Rule 13d-3 promulgated under the Exchange Act as in effect on the date
hereof.


 


(b)           “Change
of Control” shall be deemed to occur upon the earliest of any of the
following events:


 


(i)            Acquisition
of Stock by Third Party.  Any Person
is or becomes the Beneficial Owner, directly or indirectly, of securities of
the Company representing fifteen percent (15%) or more of the combined voting
power of the Company’s then outstanding securities entitled to vote generally
in the election of directors, unless (1) the change in the relative
Beneficial Ownership of the Company’s securities by any Person results solely
from a reduction in the aggregate number of outstanding shares of securities
entitled to vote generally in the election of directors, or (2) such
acquisition was approved in advance by the Continuing Directors and such
acquisition would not constitute a Change of Control under part (iii) of
this definition.


 


(ii)           Change
in Board of Directors.  Individuals
who, as of the date of this Agreement, constitute the Company’s Board of
Directors (the “Board”), and any new director whose election by the
Board or nomination for election by the Company’s stockholders was approved by
a vote of at least two thirds of the directors then still in office who were
directors on the date of this Agreement (collectively, the “Continuing
Directors”), cease for any reason to constitute at least a majority of the
members of the Board.


 


(iii)         Corporate
Transaction.  The effective date of a
reorganization, merger, or consolidation of the Company (a “Business
Combination”), in each case, unless, following such Business
Combination:  (1) all or
substantially all of the individuals and entities who were the Beneficial
Owners of securities entitled to vote generally in the election of directors
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 51% of the combined voting power of the then outstanding
securities of the Company entitled to vote generally in the election of
directors resulting from such Business Combination (including a corporation
which as a result of such transaction owns the Company or all or substantially
all of the Company’s assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the securities entitled to
vote generally in the election of directors and with the power to elect at
least a majority of the Board or other governing body of the surviving entity; (2) no
Person (excluding any corporation resulting from such Business Combination) is
the Beneficial Owner, directly or indirectly, of 15% or more of the combined
voting power of the then outstanding securities entitled to vote generally in
the election of directors of such corporation except to the extent that such
ownership existed prior to the Business Combination; and (3) at least a
majority of the Board of Directors of the corporation resulting from such
Business Combination were Continuing Directors at the time of the execution of
the initial agreement, or of the action of the Board of Directors, providing
for such Business Combination.


 

















 


(iv)          Liquidation.  The approval by the Company’s stockholders of
a complete liquidation of the Company or an agreement or series of agreements
for the sale or disposition by the Company of all or substantially all of the
Company’s assets, other than factoring the Company’s current receivables or
escrows due (or, if such approval is not required, the decision by the Board to
proceed with such a liquidation, sale or disposition in one transaction or a
series of related transactions).


 


(v)            Other
Events.  There occurs any other event
of a nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or a response to any similar item or any
similar schedule or form) promulgated under the Exchange Act whether or not the
Company is then subject to such reporting requirement.


 


(c)           “Company”
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and
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, trustee,
general partner, managing member, fiduciary, employee or agent of any other
enterprise, Indemnitee shall stand in the same position under the
provisions of this Agreement with respect to the resulting or surviving
corporation as Indemnitee would have with respect to such constituent
corporation if its separate existence had continued.


 


(d)           “Enterprise”
means the Company and any other enterprise that Indemnitee was or is serving at
the request of the Company as a director, officer, partner (general, limited or
otherwise), member (managing or otherwise), trustee, fiduciary, employee or
agent.


 


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


 


(f)            “Expenses”
shall include all direct and indirect costs, fees and expenses of any type or
nature whatsoever, including all attorneys’ fees and costs, retainers, court
costs, transcript costs, fees of experts, witness fees, travel expenses, fees
of private investigators and professional advisors, duplicating costs, printing
and binding costs, telephone charges, postage, delivery service fees, any
federal, state, local or foreign taxes imposed on Indemnitee as a result of the
actual or deemed receipt of any payment under this Agreement (including taxes
that may be imposed upon the actual or deemed receipt of payments under this
Agreement with respect to the imposition of federal, state, local or foreign
taxes), fax transmission charges, secretarial services and all other
disbursements, obligations or expenses in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, being or preparing
to be a witness in, settlement or appeal of, or otherwise participating in a
Proceeding.  Expenses also shall include
any of the forgoing expenses incurred in connection with any appeal resulting
from any Proceeding, including the principal, premium, security for, and other
costs relating to any costs bond, supersedes bond, or other appeal bond or its
equivalent.  Expenses also shall include
any interest, assessment or other charges imposed thereon and costs incurred in
preparing statements in support of payment requests hereunder.  Expenses, however, shall not include amounts
paid in settlement by Indemnitee or the amount of judgments or fines against
Indemnitee.


 

















 


(g)           “Person”
shall have the meaning as set forth in Section 13(d) and 14(d) of
the Exchange Act as in effect on the date hereof; provided, however, that “Person”
shall exclude: (i) the Company; (ii) any direct or indirect majority
owned subsidiaries of the Company; (iii) any employee benefit plan of the
Company or any direct or indirect majority owned subsidiaries of the Company or
of any corporation owned, directly or indirectly, by the Company’s stockholders
in substantially the same proportions as their ownership of stock of the
Company (an “Employee Benefit Plan”); and (iv) any trustee or other
fiduciary holding securities under an Employee Benefit Plan.


 


(h)           “Proceeding”
shall include any actual, threatened, pending or completed action, suit,
arbitration, mediation, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed
proceeding, whether brought by a third party, a government agency, the Company
or its Board of Directors or a committee thereof, whether in the right of the
Company or otherwise and whether of a civil (including intentional or
unintentional tort claims), criminal, administrative, legislative or investigative
(formal or informal) nature, including any appeal therefrom, in which
Indemnitee was, is, will or might be involved as a party, potential party,
non-party witness or otherwise by reason of the fact that Indemnitee is or was
a director, officer, employee or agent of the Company, by reason of any action
(or failure to act) taken by Indemnitee or of any action (or failure to act) on
Indemnitee’s part while acting as a director, officer, employee or agent of the
Company, or by reason of the fact that Indemnitee is or was serving at the
request of the Company as a director, officer, partner (general, limited or
otherwise), member (managing or otherwise), trustee, fiduciary, employee or
agent of any other enterprise, in each case whether or not serving in such
capacity at the time any liability or expense is incurred for which
indemnification, reimbursement or advancement of expenses can be provided under
this Agreement.


 


(i)            In
addition, references to “other enterprise” shall include another
corporation, partnership, limited liability company, joint venture, trust,
employee benefit plan or any other enterprise; references to “fines”
shall include any excise taxes assessed on Indemnitee with respect to an
employee benefit plan; references to “serving at the request of the Company”
shall include any service as a director, officer, employee or agent of the
Company which imposes duties on, or involves services by Indemnitee with
respect to an employee benefit plan, its participants, or beneficiaries; and if
Indemnitee acted in good faith and in a manner Indemnitee reasonably believed
to be in the interest of the participants and beneficiaries of an employee
benefit plan, Indemnitee shall be deemed to have acted in a manner “not
opposed to the best interests of the Company” as referred to in this
Agreement; references to “include” or “including” shall mean
include or including, without limitation; and references to Sections,
paragraphs or clauses are to Sections, paragraphs or clauses in this Agreement
unless otherwise specified.


 


12.                               Attorneys’ Fees.


 


In
the event that any Proceeding is instituted by Indemnitee under this Agreement
to enforce or interpret any of the terms hereof, the Company shall indemnify
Indemnitee against all Expenses actually and reasonably incurred by Indemnitee
in connection with such Proceeding, unless a court of competent jurisdiction
determines that each of the material assertions made by Indemnitee as a basis
for such Proceeding were not made in good faith or were frivolous.  In the event of a Proceeding instituted by or
in the name of the Company under this Agreement or to 


 

















 


enforce
or interpret any of the terms of this Agreement, the Company shall indemnify
Indemnitee against all Expenses actually and reasonably incurred by Indemnitee
in connection with such Proceeding (including with respect to Indemnitee’s
counterclaims and cross-claims made in such action), unless a court of
competent jurisdiction determines that each of Indemnitee’s material defenses
to such action were made in bad faith or were frivolous.


 


13.                               Miscellaneous.


 


(a)           Governing Law.  This Agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
Delaware, without giving effect to principles of conflicts of law.


 


(b)           Entire Agreement;
Binding Effect.  Without
limiting any of the rights of Indemnitee described in Section 3(b), this
Agreement sets forth the entire agreement and understanding of the parties
relating to the subject matter herein and merges all prior discussions and
supersedes any and all previous agreements between them covering the subject
matter herein.  The indemnification
provided under this Agreement applies with respect to events occurring before
or after the effective date of this Agreement, and shall continue to apply even
after Indemnitee has ceased to serve the Company in any and all indemnified
capacities.


 


(c)           Amendments and Waivers.  No modification of or amendment to this
Agreement, nor any waiver of any rights under this Agreement, shall be
effective unless in writing signed by the parties to this Agreement.  The failure by either party to enforce any
rights under this Agreement shall not be construed as a waiver of any rights of
such party.


 


(d)           Notices.  Any notice, demand or request required or
permitted to be given under this Agreement shall be in writing and shall be
deemed sufficient when delivered personally or sent by fax or 48 hours after
being sent by nationally-recognized courier or deposited in the U.S. mail, as
certified or registered mail, with postage prepaid, and addressed to the party
to be notified at such party’s address or fax number as set forth below or as
subsequently modified by written notice.


 


(e)           Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.


 


(f)            Successors and Assigns.  This Agreement shall be binding upon the Company
and its successors (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) and assigns, and inure to the benefit of
Indemnitee and Indemnitee’s heirs, executors, administrators, legal
representatives and assigns.  The Company
shall require and cause any successor (whether direct or indirect by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company, by written agreement in form and substance
satisfactory to Indemnitee, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform if no such succession had taken place.


 

















 


(g)           No Employment Rights.  Nothing contained in this Agreement is
intended to create in Indemnitee any right to continued employment.


 


(h)           Company Position.  The Company shall be precluded from
asserting, in any Proceeding brought for purposes of establishing, enforcing or
interpreting any right to indemnification under this Agreement, that the
procedures and presumptions of this Agreement are not valid, binding and
enforceable and shall stipulate in any such court that the Company is bound by
all the provisions of this Agreement and is precluded from making any assertion
to the contrary.


 


(i)            Subrogation.  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 Indemnitee, who shall execute all documents required and
shall do all acts that may be necessary to secure such rights and to enable the
Company to effectively bring suit to enforce such rights.


 


 


[Signature Page Follows]


 

















 


The
parties have executed this Agreement as of the date first set forth above.


 


 


	
   

  	
  THE
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  WILLIS
  LEASE FINANCE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  773
  San Marin Drive, Suite 2215

  
	
   

  	
  Novato,
  CA 94998

  
	
   

  	
  Fax:
  (415) 408-4702

  
	
   

  	
   

  
	
  AGREED
  TO AND ACCEPTED:

  	
   

  
	
   

  	
   

  
	
  INDEMNITEE:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (PRINT
  NAME)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax: