**Exhibit 10.73**

 

**INDEMNITY AGREEMENT**

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**IndemnityAgreement (this “Agreement”), dated as of March 29, 2005 and effective as of November 3,2004, by and among RESOLUTION PERFORMANCE PRODUCTS INC., a Delaware corporation(“Holding”), RESOLUTION PERFORMANCE PRODUCTS LLC, a Delaware limited liabilitycompany (“RPP LLC”, and together with Holding, the “Company”), and theindemnified party named on the signature page hereto (“Indemnitee”).**

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**Introduction**

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**Indemniteeis a director and/or officer, as the case may be, of the Company. The partiesdesire that the Company provide indemnification (including advancement ofexpenses) to Indemnitee against any and all liabilities asserted againstIndemnitee to the fullest extent permitted by the Delaware General CorporationLaw and any other law (including statutory law and law established by judicialdecision) of the State of Delaware (collectively, “Law”), as the Law presentlyexists and may be expanded from time to time, in each case on the terms andsubject to the conditions set forth herein. Based on such premise, and for certain good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the partieshereby agree as follows:**

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1.                                       ContinuedService.  Indemnitee will serve at thewill of the Company or under separate contract, if such exists, as a directorand/or officer, as the case may be, of the Company for so long as Indemnitee isduly elected, appointed and qualified in accordance with the bylaws of theCompany or until Indemnitee tenders Indemnitee’s resignation to the Company.

 

2.                                       Indemnification.  The Company shall indemnify Indemnitee asfollows:

 

2.1                                 The Company shallindemnify Indemnitee when Indemnitee was or is a party or is threatened to bemade a party to any threatened, pending or completed action, suit orproceeding, whether civil, criminal, administrative or investigative (otherthan an action by or in the right of the Company), by reason of the fact thatIndemnitee is or was a director, officer, employee or agent of the Company orany of its subsidiaries, or is or was serving at the request of the Company orany of its subsidiaries as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise, or byreason of any act or omission by Indemnitee in such capacity, against expenses(including attorneys’ fees), judgments, fines and amounts paid in settlementactually and reasonably incurred by Indemnitee in connection with such action,suit or proceeding (including punitive and similar damages, to the extentpermitted by Law) if Indemnitee acted in good faith and in a manner Indemniteereasonably believed to be in or not opposed to the best interests of theCompany, and, with respect to any criminal action or proceeding, had no reasonablecause to believe that Indemnitee’s conduct was unlawful.

 

2.2                                 The Company shallindemnify Indemnitee when Indemnitee was or is a party or is threatened to bemade a party to any threatened, pending or completed action, suit or proceedingby or in the right of the Company or any of its subsidiaries to procure ajudgment in its favor by reason of the fact that Indemnitee is or was adirector, officer, employee or agent of the Company or any of its subsidiaries,or is or was serving at the request of the Company or any of its subsidiariesas a director, officer, employee or agent of another corporation, partnership,joint venture, trust or other enterprise against expenses (including attorneys’fees) actually and reasonably incurred by Indemnitee in connection with thedefense or settlement of such action or suit if Indemnitee acted in good faithand in a manner that Indemnitee reasonably believed to be in or not opposed tothe best interests of the Company and except that no indemnification pursuant tothis Agreement shall be made in respect of any claim, issue or matter as towhich Indemnitee shall have been adjudged to be liable to the Company or any ofits subsidiaries unless and only to the extent that the Court of Chancery ofthe State of Delaware or the court in which such action, suit or proceeding wasbrought shall determine upon application that, despite the adjudication ofliability but in view of all the circumstances of the case, Indemnitee isfairly and reasonably entitled to indemnity for such expenses which the Courtof Chancery or such other court shall deem proper.

 

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2.3                                 Anyindemnification under Sections 2.1 and 2.2 (unless ordered by a court) shall bemade by the Company only as authorized in the specific case upon adetermination, in accordance with the procedures set forth in Section 3,that indemnification of Indemnitee is proper in the circumstances becauseIndemnitee has met the applicable standard of conduct set forth in suchSections 2.1 and 2.2. Subject to Section 3.3, such determination shall bemade (1) by the board of directors of the Company (the “Board”) by a majorityvote of a quorum consisting of directors who were not parties to such action,suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable,if so directed by a majority vote of a quorum of disinterested directors, byIndependent Counsel (selected pursuant to Section 3.3) in a writtenopinion, or (3) by the stockholders of the Company.

 

2.4                                 Expenses(including attorneys’ fees) incurred by Indemnitee in defending any civil,criminal, administrative, or investigative action, suit or proceeding shall bepaid from time to time by the Company in advance of the final disposition ofsuch action, suit or proceeding, within 14 days after the receipt by theCompany from Indemnitee of a Statement of Undertaking, in a form reasonablyacceptable to the parties, in which Indemnitee (1) states that Indemnitee hasreasonably incurred actual expenses in defending a civil, criminal,administrative, or investigative action, suit or proceeding and (2) undertakesto repay such amount if it shall ultimately be determined that Indemnitee isnot entitled to be indemnified by the Company as authorized in this Section 2.

 

2.5                                 Theindemnification and advancement of expenses provided by, or granted pursuantto, this Section 2 shall not be deemed exclusive of any other rights towhich Indemnitee may be entitled under any bylaw, agreement, vote ofstockholders or disinterested directors, Law or otherwise, both as to action inIndemnitee’s official capacity and as to action in another capacity whileholding such office, shall continue after Indemnitee has ceased to be adirector, officer, employee or agent of the Company, and shall inure to thebenefit of the heirs, executors and administrators of Indemnitee.

 

2.6                                 The terminationof any action, suit or proceeding by judgment, order, settlement or convictionor 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 mannerwhich Indemnitee reasonably believed to be in or not opposed to the bestinterests of the Company, and, with respect to any criminal action orproceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

 

3.                                       Determination ofRight to Indemnification.  For thepurpose of making the determination of whether to indemnify Indemnitee in aspecific case under Section 2.3, the Board, independent legal counsel orthe stockholders of the Company, as the case may be, shall make thedetermination in accordance with the following procedures:

 

3.1                                 Indemnitee shallsubmit to the Board a Statement of Request for Indemnification, in a formreasonably acceptable to the parties, in which Indemnitee states that Indemniteehas met the applicable standard of conduct set forth in Sections 2.1 and 2.2.

 

3.2                                 Indemnitee’ssubmission of a Statement of Request for Indemnification to the Board shallcreate a rebuttable presumption that Indemnitee has met the applicable standardof conduct set forth in Sections 2.1 and 2.2 and, therefore, is entitled toindemnification under Section 2. The Board, Independent Counsel (asdefined below) or the stockholders, as the case may be, shall determine, within45 days after submission of the Statement of Request for Indemnification,specifically that Indemnitee is so entitled, unless it or they shall possessclear and convincing evidence to rebut the foregoing presumption, whichevidence shall be disclosed to Indemnitee with particularity in a sworn writtenstatement signed by all persons who participated in the determination and votedto deny indemnification.

 

3.3                                 If determinationas to indemnification is to be made by Independent Counsel, such IndependentCounsel shall be selected by the Board and approved by Indemnitee (suchapproval not to be unreasonably withheld, delayed or conditioned). The Boardshall give written notice to Indemnitee (the “Independent Counsel Notice”)within 10 days after the delivery of the Statement of Request for Indemnificationadvising it of the identity of the Independent Counsel so selected. Indemniteemay, within seven days after the date of the Independent Counsel Notice,deliver to the Company a written objection to such selection. Any objection toselection of

 

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Independent Counsel pursuant to this Section 3.3may be asserted only on the ground that the Independent Counsel so selecteddoes not meet the requirements of the definition of “Independent Counsel”below, and the objection shall set forth with particularity the factual basisof such assertion.  If such writtenobjection is timely made, the Independent Counsel so selected may not serve asIndependent Counsel unless and until a court has determined that such objectionis without merit. In the event of a timely written objection to a choice ofIndependent Counsel, the Company shall have seven days to make an alternateselection of Independent Counsel and to give written notice of such selectionto Indemnitee, after which time Indemnitee shall have seven days to make awritten objection to such alternate selection. Upon failure of the Board to select Independent Counsel, or upon failureof Indemnitee to so approve, the Independent Counsel shall be selected by theChancellor of the State of Delaware or such other person as the Chancellorshall designate to make such selection. The Company shall pay any and allreasonable fees and expenses of Independent Counsel incurred by suchIndependent Counsel in connection with acting pursuant hereto and provide such personwith appropriate indemnification, and the Company shall pay all reasonable feesand expenses incident to the procedures of this Section 3.3, regardless ofthe manner in which such Independent Counsel was selected or appointed.  The rights and obligations of the partiesunder this Section 3.3 shall be subject to, and shall be given effect onlyto the extent permitted by, applicable Law.

 

3.4                                 If the person orpersons empowered or selected under this Agreement to determine whetherIndemnitee is entitled to indemnification shall not have made a determinationwithin 45 days after receipt by the Company of the Statement of Request forIndemnification by Indemnitee therefor (or, if the determination of entitlementto indemnification is to be made by Independent Counsel pursuant to Section 3.3of this Agreement, and such determination shall not have been made anddelivered in a written opinion within 90 days after (i) such IndependentCounsel’s being appointed, (ii) the overruling by the Court of objections to suchCounsel’s selection or (iii) expiration of all periods for the Company orIndemnitee to object to such Counsel’s selection), the requisite determinationof entitlement to indemnification shall be deemed to have been made andIndemnitee shall be entitled to such indemnification, absent a prohibition ofsuch indemnification under applicable Law; provided, however, that such 45-dayperiod may be extended for a reasonable time, not to exceed an additional 30days, if the person making the determination with respect to entitlement toindemnification in good faith requires such additional time for the obtainingor evaluating of documentation and/or information relating to suchdetermination; and provided, further, that the 45-day limitation set forth inthis Section 3.4 shall not apply and such period shall be extended asnecessary if Independent Counsel is not able to make the determination pursuantto section 3.3 of this Agreement and if within 30 days after receipt bythe Company of the Statement of Request for Indemnification the Board hasresolved to submit such determination to the stockholders for theirconsideration at an annual meeting thereof to be held within 90 days after suchreceipt and such determination is made thereat, or a special meeting of stockholdersis called within 30 days after such receipt for the purpose of making suchdetermination, such meeting is held for such purpose within 60 days afterhaving been so called and such determination is made thereat.

 

4.                                       Merger,Consolidation or Change in Control.  Ifthe Company is a constituent corporation in a merger or consolidation, whetherthe Company is the resulting or surviving corporation or is absorbed as aresult thereof, or if there is a change in control of the Company, or a sale orother complete disposition of all or substantially all of the assets of theCompany, Indemnitee shall stand in the same position under this Agreement withrespect to the resulting, surviving, changed or acquiring corporation or otherentity as Indemnitee would have with respect to the Company if its separateexistence had continued or if there had been no change in control of theCompany or a sale or other complete disposition of all or substantially all ofthe assets of the Company.

 

5.                                       CertainDefinitions.  For the purposes of thisAgreement, the following terms shall have the indicated meanings andunderstandings:

 

5.1                                 The term “otherenterprise” shall include, among others, employee benefit plans and civic,non-profit and charitable organizations, whether or not incorporated.

 

5.2                                 The term “fines”shall include any excise taxes assessed on Indemnitee with respect to anyemployee benefit plan.

 

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5.3                                 The term “servingat the request of the Company” shall include any service, at the request orwith the express authorization of the Company, as a director, officer, employeeor agent of another corporation, partnership, joint venture, trust or otherenterprise, which service imposes duties on, or involves services by,Indemnitee with respect to such corporation, partnership, joint venture, trustor other enterprise, its participants or beneficiaries.  If Indemnitee acted in good faith and in amanner Indemnitee reasonably believed to be in or not opposed to the bestinterests of such other enterprise, its participants or beneficiaries,Indemnitee shall be deemed to have acted in a manner not opposed to the bestinterests of the Company.

 

5.4                                 The term “changein control” shall include any change in the ownership of a majority of theoutstanding voting securities of the Company or in the composition of amajority of the members of the Board of the Company.

 

5.5                                 The term “IndependentCounsel” means a law firm, or a member of a law firm, that is experienced inmatters of corporation law and neither contemporaneously is, nor in the fiveyears theretofore has been, retained to represent (a) the Company or Indemniteein any matter material to either such party, (b) any other party to theproceeding giving rise to a claim for indemnification hereunder or (c) thebeneficial owner, directly or indirectly, of securities of the Companyrepresenting 25% or more of the combined voting power of the Company’s thenoutstanding voting securities. Notwithstanding the foregoing, the term “IndependentCounsel” shall not include any person who, under the applicable standards ofprofessional conduct then prevailing, would have a conflict of interest inrepresenting either the Company or Indemnitee in an action to determineIndemnitee’s rights under this Agreement.

 

6.                                       Attorneys’Fees.  If Indemnitee institutes any legalaction to enforce Indemnitee’s rights under this Agreement, or to recoverdamages for breach of this Agreement, Indemnitee, if Indemnitee prevails inwhole or in part, shall be entitled to recover from the Company all fees and expenses(including attorneys’ fees) incurred by Indemnitee in connection therewith.

 

7.                                       Deposit of FundsIn Trust.  If the Company voluntarilydecides to dissolve or to file a petition for relief under the applicablebankruptcy, moratorium or similar laws, then not later than 10 days prior tosuch dissolution or filing, the Company shall deposit in trust for the sole andexclusive benefit of Indemnitee a cash amount equal to all amounts previouslyauthorized to be paid to Indemnitee hereunder, such amounts to be used todischarge the Company’s obligations to Indemnitee hereunder. Any amounts insuch trust not required for such purpose shall be returned to the Company. ThisSection 7 shall not apply to the dissolution of the Company in connectionwith a transaction as to which Section 4 applies.

 

8.                                       Amendments toLaw.  This Agreement is intended toprovide indemnity to Indemnitee to the fullest extent allowed under Law,including but not limited to statutory law and judicial decisions. Accordingly,to the extent permitted by Law, if the Law permits greater indemnity than theindemnity set forth herein, or if any amendment is made to any Law expandingthe indemnity permissible under Law, the indemnity obligations contained hereinautomatically shall be expanded, without the necessity of action on the part ofany party, to the extent necessary to provide to Indemnitee the fullestindemnity permissible under Law.

 

9.                                       MiscellaneousProvisions.

 

9.1                                 This Agreementshall continue for so long as Indemnitee serves as a director of the Company orany of its subsidiaries or as a director, officer, partner, employee, agent orfiduciary of any other corporation, partnership, joint venture, trust, employeebenefit plan or other enterprise in which the Indemnitee served at the requestof the Company, and thereafter shall survive until and terminate upon the laterto occur of: (a) the final termination of all pending proceedings in respect ofwhich Indemnitee is granted rights of indemnification or advancement ofexpenses hereunder and of any proceeding commenced by Indemnitee relatingthereto; or (b) the expiration of all statutes of limitation applicable topossible claims arising out of Indemnitee’s services as described above.

 

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9.2                                 This Agreementconstitutes the full understanding of the parties and a complete and exclusivestatement of the terms and conditions of this Agreement and supersedes allprior negotiations, understandings and agreements, whether written or oral,between the parties, their affiliates, and their respective principals,shareholders, directors, officers, employees, consultants and agents withrespect thereto; provided, however, that no rights of Indemnitee under anycertificate of incorporation, bylaw, insurance policy, Law or other agreementshall be limited or terminated by this Agreement.

 

9.3                                 No alteration,modification, amendment, change or waiver of any provision of this Agreementshall be effective or binding on any party hereto unless the same is in writingand is executed by all parties hereto.

 

9.4                                 If a court ofcompetent jurisdiction declares that any provision of this Agreement isillegal, invalid or unenforceable, then such provision shall be modifiedautomatically to the extent necessary to make such provision fully legal, validor enforceable. If such court does not modify any such provision ascontemplated herein, but instead declares it to be wholly illegal, invalid orunenforceable, then such provision shall be severed from this Agreement, thisAgreement and the rights and obligations of the parties hereto shall beconstrued as if this Agreement did not contain such severed provision, and thisAgreement otherwise shall remain in full force and effect.

 

9.5                                 This Agreementshall be enforceable by and against the Company, the Indemnitee and theirrespective executors, legal representatives, administrators, heirs, successorsand assignees.

 

9.6                                 The obligationsof Holding and RPP LLC under the Agreement shall be joint and several.

 

9.7                                 This Agreementshall be governed by, construed under, and enforced in accordance with the lawsof the State of Delaware without reference to the conflict-of-laws provisionsthereof that would require the application of another state’s law.

 

9.8                                 This Agreementmay be executed by the parties hereto in multiple counterparts, each of whichshall be deemed an original for all purposes, and all of which together shallconstitute one and the same instrument.

 

9.9                                 The Company shallbe precluded from asserting in any judicial proceeding commenced under thisAgreement that the procedures and presumptions of this Agreement are not valid,binding and enforceable and shall stipulate in any such court that the Companyis bound by all the provisions of this Agreement.

 

9.10                           Unless otherwiseexpressly provided herein, all notices, requests, demands, consents, waivers,instructions, approvals and other communications hereunder shall be in writingand shall be deemed to have been duly given if personally delivered to ormailed, certified mail return receipt requested, first-class postage paid,addressed as follows:

 

If to the Company,to it at:

 

ResolutionPerformance Products Inc.Resolution Performance Products LLC1600 Smith Street, 24th FloorHouston, TX 77002Facsimile: 817-375-2304 Attention: General Counsel

 

If to Indemnitee,to Indemnitee at the address under such Indemnitee’s name on the signature pagehereto,

 

or to such other address or tosuch other addressees as any party shall have last designated as its address oraddressee

 

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by notice to the other party.All notices and other communications given to any party in accordance with theprovisions of this Agreement shall be deemed to have been given when deliveredor sent to the intended recipient thereof in accordance with the provisions ofthis Section 9.10.

 

9.11                           In the event ofpayment under this Agreement, the Company shall be subrogated to the extent ofsuch payment to all of the rights of recovery of Indemnitee, who shall executeall documents required and shall do all acts that may be necessary to securesuch rights and to enable the Company effectively to bring suit to enforce suchrights.

 

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