Exhibit
10.1


 


INDEMNITY
AGREEMENT


 


This
Indemnity Agreement (“Agreement”) is made as of
            , 2008
by and between STR Holdings, Inc. a Delaware corporation (the “Company”),
and [          ] (“Indemnitee”).


 


RECITALS


 


WHEREAS,
highly competent persons have become more reluctant to serve publicly-held
corporations as directors, officers or in other capacities unless they are
provided with adequate protection through insurance or adequate indemnification
against inordinate risks of claims and actions against them arising out of
their service to and activities on behalf of the corporation.


 


WHEREAS,
the Board of Directors of the Company (the “Board”) has determined that,
in order to attract and retain qualified individuals, the Company will maintain
on an ongoing basis, at its sole expense, liability insurance to protect
persons serving the Company and its subsidiaries from certain liabilities.  The Certificate of Incorporation (the “Charter”)
of the Company and the Bylaws (the “Bylaws”) of the Company provide for
indemnification of the officers and directors of the Company.  Indemnitee may also be entitled to
indemnification pursuant to the Delaware General Corporation Law (“DGCL”).  The Charter, Bylaws and the DGCL expressly
provide that the indemnification provisions set forth therein are not
exclusive, and thereby contemplate that contracts may be entered into between
the Company and members of the board of directors, officers and other persons
with respect to indemnification.


 


WHEREAS,
the uncertainties relating to such insurance and to indemnification have
increased the difficulty of attracting and retaining such persons.


 


WHEREAS,
the Board has determined that the increased difficulty in attracting and
retaining such persons is detrimental to the best interests of the Company’s
stockholders and that the Company should act to assure such persons that there
will be increased certainty of such protection in the future.


 


WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to obligate
itself to indemnify, and to advance expenses on behalf of, such persons to the
fullest extent permitted by applicable law so that they will serve or continue
to serve the Company free from undue concern that they will not be so
indemnified.


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Charter and Bylaws
and any resolutions adopted pursuant thereto, and shall not be deemed a
substitute therefor, nor to diminish or abrogate any rights of Indemnitee
thereunder.


 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein,
the Company and Indemnitee do hereby covenant and agree as follows:


 

















 


1.             Services to the Company.  Indemnitee will serve as a director and/or
officer of the Company or Enterprise for so long as Indemnitee is duly elected
or appointed or until Indemnitee tenders his resignation or is terminated.


 


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


 


(a)           “Corporate
Status” describes the status of a person who is or was a director, officer,
trustee, partner, managing member, fiduciary, employee or agent of the Company
or of any other Enterprise which such person is or was serving at the request
of the Company.


 


(b)           “Disinterested
Director” shall mean a director of the Company who is not and was not a party
to the Proceeding in respect of which indemnification is sought by Indemnitee.


 


(c)           “Enterprise”
shall mean the Company, any Subsidiary of the Company and any other
corporation, limited liability company, partnership, limited partnership,
limited liability partnership, joint venture, trust, employee benefit plan or
other Enterprise of which Indemnitee is or was serving at the request of the
Company as a director, officer, employee, trustee, partner, managing member,
fiduciary, employee or agent.


 


(d)           “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(e)           “Expenses”
shall include attorneys’ fees and costs, retainers, court costs, transcript
costs, fees of experts, witness fees, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees,
and all other disbursements or expenses in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, being or preparing
to be a witness in, or otherwise participating in, a Proceeding.  Expenses also shall include Expenses incurred
in connection with any appeal resulting from any Proceeding, including without
limitation, the premium, security for, and other costs relating to any cost
bond, supersedeas bond, or other appeal bond or its equivalent.


 


(f)            “Independent
Counsel” shall mean a law firm, or a member of a law firm, that is experienced
in matters of corporation law and neither presently is, nor in the past five
years has been, retained to represent:  (i) the
Company or Indemnitee in any matter material to either such party (other than
with respect to matters concerning the Indemnitee under this Agreement, or of
other indemnitees under similar indemnification agreements), or (ii) any
other party to the Proceeding giving rise to a claim for indemnification
hereunder.  Notwithstanding the
foregoing, the term “Independent Counsel” shall not include any person who,
under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or Indemnitee in
an action to determine Indemnitee’s rights under this Agreement.


 


(g)           “Person”
shall have the meaning as set forth in Sections 13(d) and 14(d) of
the Exchange Act; provided, however, that Person shall exclude (i) the
Company, (ii) any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, and (iii) 


 


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any
corporation owned, directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their ownership of stock of the
Company.


 


(h)           The
term “Proceeding” shall include any threatened, pending or completed action,
suit, claim, arbitration, alternate dispute resolution mechanism,
investigation, inquiry, administrative hearing or any other actual, threatened
or completed proceeding, whether brought in the right of the Company or
otherwise and whether of a civil (including intentional or unintentional tort
claims), criminal, administrative or investigative nature, in which Indemnitee
was, is or will be involved as a party or otherwise by reason of the fact that
Indemnitee is or was a director or officer of the Company, by reason of any
action taken by him or of any inaction on his part while acting as director or
officer of the Company, or by reason of the fact that he is or was serving at
the request of the Company as a director, officer, trustee, general partner,
managing member, 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)            “Subsidiary”
shall mean, in respect of any Person, any corporation, association, limited
liability company, partnership or other business entity of which more than 50%
of the total voting power of shares of capital stock or other interests (including
partnership or membership interests) entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by (i) such
Person, (ii) such Person and one or more Subsidiaries of such Person or (iii) one
or more Subsidiaries of such Person.


 


(j)            References
to “fines” shall include any excise tax assessed with respect to any employee
benefit plan; references to “serving at the request of the Company” shall
include any service as a director, officer, trustee, partner, managing member,
fiduciary, employee or agent of the Company or which imposes duties on, or
involves services by, such director, officer, trustee, partner, managing member,
fiduciary, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the best interests of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in
a manner “not opposed to the best interests of the Company” as such terms are
referred to in this Agreement and used in the DGCL.


 


3.             Indemnity in Third-Party Proceedings.  The Company shall indemnify and hold harmless
Indemnitee in accordance with the provisions of this Section 3 if
Indemnitee is made, or is threatened to be made, a party to or a participant in
(as a witness or otherwise) any Proceeding, other than a Proceeding by or in
the right of the Company to procure a judgment in its favor.  Pursuant to this Section 3,
Indemnitee shall be indemnified against all Expenses, judgments, liabilities,
fines, penalties and amounts paid in settlement (including, without limitation,
all interest, assessments and other charges paid or payable in connection with
or in respect of any of the foregoing) (collectively, “Losses”) actually
and reasonably incurred by Indemnitee or on his or her behalf in connection
with such Proceeding or any action, discovery event, claim, issue or matter
therein or related thereto, if Indemnitee acted in good faith, for a purpose
which he reasonably believed to be in or not opposed to the best interests of
the Company and, in the case of a criminal Proceeding, in addition, had no reasonable
cause to believe that his or her conduct was unlawful.


 


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4.             Indemnity in Proceedings by or in the Right of the
Company.  The Company shall
indemnify and hold harmless Indemnitee in accordance with the provisions of
this Section 4 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 its favor.  Pursuant to this Section 4,
Indemnitee shall be indemnified against all Expenses actually and reasonably
incurred by him or on his behalf in connection with such Proceeding or any
claim, issue or matter therein, if Indemnitee acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company.  No indemnification for
Expenses shall be made under this Section 4 in respect of any
claim, issue or matter as to which Indemnitee shall have been finally adjudged
by a court in a non-appealable decision to be liable to the Company, unless and
only to the extent that any court in which the Proceeding was brought or the
Delaware Court (as defined below) shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, Indemnitee is fairly and reasonably entitled to indemnification.


 


5.             Indemnification for Expenses of a Party Who is Wholly
or Partly Successful.  Notwithstanding
any other provisions of this Agreement, to the extent that Indemnitee is a
party to (or a participant in) and is successful, on the merits or otherwise,
in any Proceeding or in defense of any claim, issue or matter therein, in whole
or in part, the Company shall indemnify and hold harmless Indemnitee against all
Expenses actually and reasonably incurred by him in connection therewith.  If Indemnitee is not wholly successful in
such Proceeding but is successful, on the merits or otherwise, as to one or
more but less than all claims, issues or matters in such Proceeding, the
Company shall indemnify and hold harmless Indemnitee against all Expenses
actually and reasonably incurred by him or on his behalf in connection with
each successfully resolved claim, issue or matter.  If the Indemnitee is not wholly successful in
such Proceeding, the Company also shall indemnify and hold harmless Indemnitee
against all Expenses reasonably incurred in connection with a claim, issue or
matter related to any claim, issue, or matter on which the Indemnitee was
successful.  For purposes of this Section 5
and without limitation, the termination of any claim, issue or matter in such a
Proceeding by withdrawal or dismissal, with or without prejudice, shall be
deemed to be a successful result as to such claim, issue or matter.


 


6.             Indemnification For Expenses of a Witness.  Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by reason of his or her Corporate
Status, a witness in any Proceeding to which Indemnitee is not a party, he
shall be indemnified and held harmless against all Expenses actually and
reasonably incurred by him or on his behalf in connection therewith.


 


7.             Additional Indemnification.


 


(a)           Notwithstanding
any limitation in Sections 3, 4 or 5 hereof, the Company
shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee
is made, or is threatened to be made, a party to any Proceeding (including a
Proceeding by or in the right of the Company to procure a judgment in its
favor) against all Losses actually and reasonably incurred by Indemnitee in
connection with the Proceeding.  No
indemnification shall be made under this Section 7(a) on
account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty
of loyalty to the Company or its stockholders or is an act or omission not in
good faith or which involves intentional misconduct or a knowing violation of
the law.


 


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(b)           For
purposes of Section 7(a) hereof, the meaning of the phrase “to
the fullest extent permitted by law” shall include, but not be limited to:


 


i.              to the fullest extent authorized or
permitted by the provisions of the DGCL as in effect as of the date of this
Agreement that authorize or contemplate indemnification by agreement; and


 


ii.             to
the fullest extent authorized or permitted by any amendments to or replacements
of the DGCL adopted after the date of this Agreement that increase the extent
to which a corporation may indemnify its officers and directors.


 


8.             Contribution in the Event of Joint Liability.


 


(a)           Whether
or not any of the indemnification and hold harmless rights provided in Sections
3, 4, 5 and 7 hereof are available in respect of
any Proceeding in which the Company is jointly liable with Indemnitee (or would
be if joined in such Proceeding), the Company shall pay, in the first instance,
the entire amount of any judgment or settlement of such Proceeding without
requiring Indemnitee to contribute to such payment, and the Company hereby
waives and relinquishes any right of contribution it may have against
Indemnitee.  The Company shall not enter
into any settlement of any Proceeding in which the Company is jointly liable
with Indemnitee (or would be if joined in such Proceeding) unless such settlement
provides for a full and final release of all claims asserted against
Indemnitee.


 


(b)           Without
diminishing or impairing the obligations of the Company set forth in the
preceding subparagraph, if, for any reason, Indemnitee shall elect or be
required to pay all or any portion of any judgment or settlement in any
Proceeding in which the Company is jointly liable with Indemnitee (or would be
if joined in such Proceeding), the Company shall contribute to the amount of
Expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement actually incurred and paid or payable by Indemnitee in proportion to
the relative benefits received by the Company and all officers, directors or
employees of the Company other than Indemnitee who are jointly liable with
Indemnitee (or would be if joined in such Proceeding), on the one hand, and
Indemnitee, on the other hand, from the transaction from which such Proceeding
arose; provided, however, that the proportion determined on the basis of
relative benefit may, to the extent necessary to conform to law, be further
adjusted by reference to the relative fault of the Company and all officers,
directors or employees of the Company other than Indemnitee who are jointly
liable with Indemnitee (or would be if joined in such Proceeding), on the one
hand, and Indemnitee, on the other hand, in connection with the events that
resulted in such expenses, judgments, fines or amounts paid in settlement, as
well as any other equitable considerations. 
The relative fault of the Company and all officers, directors or
employees of the Company other than Indemnitee who are jointly liable with
Indemnitee (or would be if joined in such Proceeding), on the one hand, and
Indemnitee, on the other hand, shall be determined by reference to, among other
things, the degree to which their actions were motivated by intent to gain
personal profit or advantage, the degree to which their liability is primary or
secondary, and the degree to which their conduct is active or passive.


 


(c)           The
Company hereby agrees to fully indemnify and hold harmless Indemnitee from any
claims for contribution which may be brought by officers, directors or
employees of the Company other than Indemnitee who may be jointly liable with
Indemnitee.


 


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9.             Exclusions.  Notwithstanding
any provision in this Agreement, the Company shall not be obligated under this
Agreement to make any indemnity payment in connection with any claim made
against Indemnitee:


 


(a)           for
which payment actually has been received by or on behalf of Indemnitee under
any insurance policy or other indemnity provision, except with respect to any
excess beyond the amount actually received under any insurance policy or other
indemnity provision; or


 


(b)           for
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 similar provisions of state statutory law or common law;


 


(c)           except
as otherwise provided in Sections 14(d)-(e) hereof, in connection
with any Proceeding (or any part of any Proceeding) initiated by Indemnitee,
including any Proceeding (or any part of any Proceeding) initiated by
Indemnitee against the Company or its directors, officers, employees or other
indemnitees, unless (i) the Board authorized the Proceeding (or any part
of any Proceeding) prior to its initiation or (ii) the Company provides
the indemnification, in its sole discretion, pursuant to the powers vested in
the Company under applicable law; or


 


(d)           to
the extent such payment would violate Section 402 of the Sarbanes-Oxley
Act of 2002.


 


10.           Advances of Expenses; Defense of Claim.


 


(a)           Notwithstanding
any provision of this Agreement to the contrary, the Company shall advance the
Expenses incurred by Indemnitee to the fullest extent permitted by law in
connection with any Proceeding within ten (10) business days after the
receipt by the Company of a statement or statements (including, at the request
of the Company, reasonable detail underlying the expenses for which payment is
requested) requesting such advances from time to time, whether prior to or
after final disposition of any Proceeding. 
Advances shall be unsecured, 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.  Advances shall
include any and all reasonable Expenses incurred pursuing a Proceeding to
enforce this right of advancement, including Expenses incurred preparing and
forwarding statements to the Company to support the advances claimed.  The Indemnitee shall qualify for advances
solely upon the execution and delivery to the Company of an undertaking
providing that the Indemnitee undertakes to repay the advance to the extent
that it is ultimately determined that Indemnitee is not entitled to be
indemnified by the Company.  This Section 10(a) shall
not apply to any claim made by Indemnitee for which indemnity is excluded
pursuant to Section 9 hereof.


 


(b)           The
Company will be entitled to participate in the Proceeding at its own cost and
expense.


 


(c)           In
the event the Company shall be obligated under this Section 10
hereof to pay the expenses of any Proceeding against Indemnitee, the Company,
if appropriate, shall be entitled to assume the defense of such Proceeding,
with counsel approved by Indemnitee, which 


 


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approval
shall not be unreasonably withheld, 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 paid or
incurred by Indemnitee with respect to the same Proceeding, provided that (a) Indemnitee
shall have the right to employ his counsel in any such Proceeding at Indemnitee’s
expense; and (b) if (1) the employment of counsel by Indemnitee has
been authorized by the Company, (2) (i) Indemnitee shall have
reasonably concluded that there may be a conflict of interest between the
Company (or any other person or persons included in a joint defense) and
Indemnitee in the conduct of any such defense or (ii) representation by
such counsel retained by the Company would be precluded under the applicable
standards of professional conduct, or (3) 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.  The Company shall not be
entitled to assume the defense of any Proceeding brought by or on behalf of the
Company or as to which Indemnitee shall have reasonably made the conclusion
provided for in (2) above.


 


11.           Procedure for Notification and Application for
Indemnification.


 


(a)           Indemnitee
agrees to notify promptly the Company in writing upon being served with any
summons, citation, subpoena, complaint, indictment, information or other
document relating to any Proceeding or matter which may be subject to
indemnification or advancement of Expenses covered hereunder.  The failure of Indemnitee to so notify the
Company shall not relieve the Company of any obligation which it may have to
the Indemnitee under this Agreement or otherwise unless the Company is
materially prejudiced by such failure.


 


(b)           Indemnitee
shall thereafter deliver to the Company a written application to indemnify and
hold harmless Indemnitee in accordance with this Agreement.  Such application(s) may be delivered
from time to time and at such time(s) as reasonably appropriate.  Following such a written application for
indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification
shall be determined according to Section 12(a) hereof.


 


12.           Procedure Upon Application for Indemnification.


 


(a)           Upon
written request by Indemnitee for indemnification pursuant to Section 11(b) hereof,
a determination, if required by applicable law, with respect to Indemnitee’s
entitlement thereto shall be made in the specific case by one of the following
methods, which shall be at the election of Indemnitee:  (i) by a majority vote of the
Disinterested Directors, even though less than a quorum of the Board; (ii) by
Independent Counsel in a written opinion to the Board, a copy of which shall be
delivered to Indemnitee; or (iii) by the stockholders of the Company.  If it is so determined that Indemnitee is
entitled to indemnification, payment to Indemnitee shall be made within ten (10) business
days after such determination. 
Indemnitee shall reasonably cooperate with the person, persons or entity
making such determination with respect to Indemnitee’s entitlement to
indemnification, including providing to such person, persons or entity upon
reasonable advance request any documentation or information which is not
privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such determination.  Any costs or expenses (including attorneys’
fees and disbursements) incurred by Indemnitee in so cooperating with the
person, persons or entity making such determination shall be borne by the
Company (irrespective of the 


 


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determination
as to Indemnitee’s entitlement to indemnification) and the Company hereby
indemnifies and agrees to hold Indemnitee harmless therefrom.


 


(b)           In
the event the determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to Section 12(a) hereof, the
Independent Counsel shall be selected as provided in this Section 12(b).  The Independent Counsel shall be selected by
Indemnitee (unless Indemnitee shall request that such selection be made by the
Board), and Indemnitee shall give written notice to the Company advising it of
the identity of the Independent Counsel so selected.  If the Independent Counsel is selected by the
Board, the Company shall give written notice to Indemnitee advising him of the
identity of the Independent Counsel so selected.  In either event, Indemnitee or the Company,
as the case may be, may, within ten (10) business days after such written
notice of selection shall have been received, deliver to the Company or to
Indemnitee, as the case may be, a written objection to such selection; provided,
however, that such objection may be asserted only on the ground that the
Independent Counsel so selected does not meet the requirements of “Independent
Counsel” as defined in Section 2 hereof, and the objection shall
set forth with particularity the factual basis of such assertion.  Absent a proper and timely objection, the
person so selected shall act as Independent Counsel.  If such written objection is so made and
substantiated, the Independent Counsel so selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court of competent
jurisdiction has determined that such objection is without merit.  If, within twenty (20) business days after
submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof,
no Independent Counsel shall have been selected and not objected to, either the
Company or Indemnitee may petition the Delaware Court (as defined below) for
resolution of any objection which shall have been made by the Company or
Indemnitee to the other’s selection of Independent Counsel and/or for the
appointment as Independent Counsel of a person selected by the Delaware Court,
and the person with respect to whom all objections are so resolved or the
person so appointed shall act as Independent Counsel under Section 12(a) hereof.  Upon the due commencement of any judicial
proceeding or arbitration pursuant to Section 14(a) of this
Agreement, Independent Counsel shall be discharged and relieved of any further
responsibility in such capacity (subject to the applicable standards of
professional conduct then prevailing).


 


(c)           The
Company agrees to pay the reasonable fees and expenses of Independent Counsel
and to fully indemnify and hold harmless such Independent Counsel against any
and all Expenses, claims, liabilities and damages arising out of or relating to
this Agreement or its engagement pursuant hereto.


 


13.           Presumptions and Effect of Certain Proceedings.


 


(a)           Neither
the failure of the Company (including by its directors or Independent Counsel)
to have made a determination prior to the commencement of any action pursuant
to this Agreement that indemnification is proper in the circumstances because
Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Company (including by its directors or Independent
Counsel) that Indemnitee has not met such applicable standard of conduct, shall
be a defense to the action or create a presumption that Indemnitee has not met
the applicable standard of conduct.


 


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(b)           If
the person, persons or entity empowered or selected under Section 12
of this Agreement to determine whether Indemnitee is entitled to
indemnification shall not have made a determination within thirty (30) days
after receipt by the Company of the request therefor, the requisite
determination of entitlement to indemnification shall be made in accordance
with Section 14; provided, however, that such thirty
(30) day period may be extended for a reasonable time if the person, persons or
entity making the determination with respect to entitlement to indemnification
in good faith requires such additional time for the obtaining or evaluating of
documentation and/or information relating thereto or for compliance with
applicable advance notice provisions or delivery of meeting materials in
connection with any stockholder or board meeting.


 


(c)           The
termination of any Proceeding or of any claim, issue or matter therein, by
judgment, order, settlement or conviction, or upon a plea of nolo  contendere
or its equivalent, shall not (except as otherwise expressly provided in this
Agreement) of itself adversely affect the right of Indemnitee to
indemnification or create a presumption that Indemnitee did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that his conduct was not
unlawful.


 


14.           Remedies of Indemnitee.


 


(a)           In
the event that (i) a determination is made pursuant to Section 12
hereof that Indemnitee is not entitled to indemnification under this Agreement,
(ii) advancement of Expenses is not timely made pursuant to Section 10
of this Agreement, (iii) no determination of entitlement to indemnification
shall have been made pursuant to Section 12(a) of this
Agreement within thirty (30) days after receipt by the Company of the request
for indemnification (as such time period may extended in accordance with Section 13(b)),
(iv) payment of indemnification is not made pursuant to Section 5,
6 or the last sentence of Section 12(a) hereof within
ten (10) business days after receipt by the Company of a written request
therefor, or (v) payment of indemnification pursuant to Section 3,
Section 4 or Section 7 hereof is not made within ten (10) business
days after a determination has been made that Indemnitee is entitled to
indemnification, Indemnitee shall be entitled to an adjudication by the
Delaware Court (as defined below) to such indemnification or advancement of
Expenses.  Alternatively, Indemnitee, at
his option, may seek an award in arbitration to be conducted by a single
arbitrator pursuant to the Commercial Arbitration Rules of the American
Arbitration Association.  Except as set
forth herein, the provisions of Delaware law (without regard to its conflict of
laws rules) shall apply to any such arbitration.  The Company shall not oppose Indemnitee’s
right to seek any such adjudication or award in arbitration.


 


(b)           If
a determination shall have been made pursuant to Section 12(a) hereof
that Indemnitee is not entitled to indemnification, any judicial proceeding or
arbitration commenced pursuant to this Section 14 shall be
conducted in all respects as a de novo trial, or
arbitration, on the merits and Indemnitee shall not be prejudiced by reason of
that adverse determination.  If
Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14,
Indemnitee shall not be required to reimburse the Company for any advances
pursuant to Section 10 hereof until a final determination is made
with respect to Indemnitee’s entitlement to indemnification (as to which all
rights of appeal have been exhausted or lapsed).


 


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(c)           If
a determination shall have been made pursuant to Section 12(a) hereof
that Indemnitee is entitled to indemnification, the Company shall be bound by
such determination in any judicial proceeding or arbitration commenced pursuant
to this Section 14, absent (i) a misstatement by Indemnitee of
a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification under
applicable law.


 


(d)           The
Company shall be precluded from asserting in any judicial proceeding or
arbitration commenced pursuant to this Section 14 that the
procedures and presumptions of this Agreement are not valid, binding and
enforceable and shall stipulate in any such court or before any such arbitrator
that the Company is bound by all the provisions of this Agreement.


 


(e)           The
Company shall indemnify and hold harmless Indemnitee to the fullest extent
permitted by law against all Expenses and, if requested by Indemnitee, shall
(within ten (10) business days after the Company’s receipt of such written
request) advance such Expenses to Indemnitee, which are incurred by Indemnitee
in connection with any judicial proceeding or arbitration brought by Indemnitee
(i) to enforce his rights under, or to recover damages for breach of, this
Agreement or any other indemnification, advancement or contribution agreement
or provision of the Company’s Charter or Bylaws now or hereafter in effect; or (ii) for
recovery or advances under any insurance policy maintained by any person for
the benefit of Indemnitee, regardless of whether Indemnitee ultimately is
determined to be entitled to such indemnification, advance, contribution or
insurance recovery, as the case may be.


 


15.           Non-exclusivity; Survival of Rights; Subrogation.


 


(a)           The
rights of indemnification and to receive advancement of Expenses as provided by
this Agreement shall not be deemed exclusive of any other rights to which
Indemnitee may at any time be entitled under applicable law, the Charter,
Bylaws, any agreement, a vote of stockholders of the Company or a resolution of
the Board, or otherwise.  No amendment,
alteration or repeal of this Agreement or of any provision hereof shall limit
or restrict any right of Indemnitee under this Agreement in respect of any
action taken or omitted by such Indemnitee in his Corporate Status prior to
such amendment, alteration or repeal.  To
the extent that a change in Delaware law, whether by statute or judicial
decision, permits greater indemnification or advancement of Expenses than would
be afforded currently under the Charter, Bylaws or this Agreement, it is the
intent of the parties hereto that Indemnitee shall enjoy by this Agreement the
greater benefits so afforded by such change. 
No right or remedy herein conferred is intended to be exclusive of any
other right or remedy, and every other right and remedy shall be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. 
The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other right or remedy.


 


(b)           In
the event of any 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 papers required and take all action necessary to secure
such rights, including execution of such documents as are necessary to enable
the Company to bring suit to enforce such rights.


 


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(c)           The
Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable (or for which advancement is provided hereunder)
hereunder if and to the extent that Indemnitee has otherwise actually received
such payment under any insurance policy, contract, agreement or otherwise.


 


(d)           The
Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee
who is or was serving at the request of the Company as a director, officer,
trustee, partner, managing member, fiduciary, employee or agent of any other
Enterprise shall be reduced by any amount Indemnitee has actually received as
indemnification or advancement of expenses from such Enterprise.


 


16.           Settlement.


 


(a)           Notwithstanding
anything in this Agreement to the contrary, the Company shall have no
obligation to indemnify Indemnitee under this Agreement for any amounts paid in
settlement of any Proceeding effected without the Company’s prior written
consent.


 


(b)           The
Company shall not, without the prior written consent of Indemnitee, consent to
the entry of any judgment against Indemnitee or enter into any settlement or
compromise which (1) includes an admission of fault of Indemnitee, any
non-monetary remedy affecting or obligation of Indemnitee, or monetary loss for
which Indemnitee is not wholly indemnified hereunder or (2) with respect
to any Proceeding with respect to which Indemnitee may be or is made a party,
witness or participant or may be or is otherwise entitled to seek
indemnification hereunder, does not include, as an unconditional term thereof,
the full release of Indemnitee from all liability in respect of such
Proceeding, which release shall be in form and substance reasonably
satisfactory to Indemnitee.  Neither the
Company nor Indemnitee shall unreasonably withhold its consent to any proposed
settlement under this Section 16.


 


17.           Insurance.


 


(a)           The
Company shall obtain and maintain a policy or policies of director’s and
officer’s liability insurance customary for similarly situated companies in a
sufficient amount as determined by the Board, with reputable insurance
companies providing the Indemnitee, other officers of the Company and members
of the Board with coverage for losses from wrongful acts, and to ensure the
Company’s performance of its indemnification obligations under this
Agreement.  In all policies of director
and officer liability insurance, Indemnitee shall be named as an insured in
such a manner as to provide Indemnitee at least the same rights and benefits as
are accorded to the most favorably insured of the Company’s officers and
directors.  Notwithstanding anything to
the contrary in this Agreement, the Company shall not indemnify the Indemnitee
to the extent the Indemnitee is actually reimbursed from the proceeds of
insurance, and in the event the Company makes any indemnification payments to
the Indemnitee and the Indemnitee is subsequently reimbursed from the proceeds
of insurance, the Indemnitee shall promptly refund such indemnification
payments to the Company to the extent of such insurance reimbursement.


 


18.           Duration of Agreement.  This Agreement shall continue until and
terminate upon the later of: (a) six (6) years after the date that Indemnitee
shall have ceased to serve as a director or officer of the Company or as a
director, officer, trustee, partner, managing member, 


 


11

















 


fiduciary, employee or agent of any other corporation,
partnership, joint venture, trust, employee benefit plan or other Enterprise
which Indemnitee served at the request of the Company; or (b) one (1) year
after the final termination of any Proceeding (including any rights of appeal
thereto) then pending in respect of which Indemnitee is granted rights of
indemnification or advancement of Expenses hereunder and of any proceeding
commenced by Indemnitee pursuant to Section 14 hereof relating
thereto (including any rights of appeal of any Section 14
Proceeding).


 


19.           Severability.  If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including without limitation, each portion of any
Section, paragraph or sentence of this Agreement containing any such provision
held to be invalid, illegal or unenforceable, that is not itself invalid,
illegal or unenforceable) shall not in any way be affected or impaired thereby
and shall remain enforceable to the fullest extent permitted by law; (b) such
provision or provisions shall be deemed reformed to the extent necessary to
conform to applicable law and to give the maximum effect to the intent of the
parties hereto; and (c) to the fullest extent possible, the provisions of
this Agreement (including, without limitation, each portion of any Section,
paragraph or sentence of this 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
thereby.


 


20.           Enforcement and Binding Effect.


 


(a)           The
Company expressly confirms and agrees that it has entered into this Agreement
and assumed the obligations imposed on it hereby in order to induce Indemnitee
to serve as a director or officer of the Company, and the Company acknowledges
that Indemnitee is relying upon this Agreement in serving as a director or
officer of the Company.


 


(b)           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.


 


(c)           The
indemnification and advancement of expenses provided by, or granted pursuant to
this Agreement shall be binding upon and be enforceable by the parties hereto
and their respective successors and assigns (including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business or assets of the Company), shall continue as
to an Indemnitee who has ceased to be a director, officer, employee or agent of
the Company or of any other Enterprise at the Company’s request, and shall
inure to the benefit of Indemnitee and his or her spouse, assigns, heirs,
devisees, executors and administrators and other legal representatives.


 


(d)           The
Company shall require and cause any successor (whether direct or indirect by
purchase, merger, consolidation or otherwise) to all, substantially all or a
substantial part, of the business and/or assets of the Company, by written
agreement in form and substance satisfactory to the 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.


 


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(e)           The
Company and Indemnitee agree herein that a monetary remedy for breach of this
Agreement, at some later date, may be inadequate, impracticable and difficult
of proof, and further agree that such breach may cause Indemnitee irreparable
harm.  Accordingly, the parties hereto
agree that Indemnitee may enforce this Agreement by seeking injunctive relief
and/or specific performance hereof, without any necessity of showing actual
damage or irreparable harm and that by seeking injunctive relief and/or
specific performance, Indemnitee shall not be precluded from seeking or
obtaining any other relief to which he may be entitled.  The Company and Indemnitee further agree that
Indemnitee shall be entitled to such specific performance and injunctive
relief, including temporary restraining orders, preliminary injunctions and
permanent injunctions, without the necessity of posting bonds or other
undertaking in connection therewith.  The
Company acknowledges that in the absence of a waiver, a bond or undertaking may
be required of Indemnitee by any court of competent jurisdiction, and the
Company hereby waives any such requirement of such a bond or undertaking.


 


21.           Modification and Waiver.  No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by the parties hereto.  No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provisions
of this Agreement nor shall any waiver constitute a continuing waiver.


 


22.           Notices. 
All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given (a) if
delivered by hand and receipted for by the party to whom said notice or other
communication shall have been directed, or (b) mailed by certified or registered
mail with postage prepaid, on the third business day after the date on which it
is so mailed:


 


(a)           If
to Indemnitee, at the address indicated on the signature page of this
Agreement, or such other address as Indemnitee shall provide in writing to the
Company.


 


(b)           If
to the Company to:


 


STR Holdings, Inc.


10 Water Street


Enfield, CT 06082


Attention:  Board of Directors


 


or to any other address as may have been furnished to Indemnitee in
writing by the Company.


 


23.           Contribution.  To the fullest extent permissible under
applicable law, if the indemnification provided for in this Agreement is
unavailable to Indemnitee in whole or in part for any reason whatsoever, the
Company, in lieu of indemnifying Indemnitee, shall contribute to the amount
incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes,
amounts paid or to be paid in settlement and/or for Expenses, in connection
with any claim relating to an indemnifiable event under this Agreement, in such
proportion as is deemed fair and reasonable in light of all of the
circumstances of such Proceeding in order to reflect (i) the relative
benefits received by the Company and Indemnitee as a result of the event(s) and/or
transaction(s) giving cause to such Proceeding; and (ii) the relative
fault of the Company (and its 


 


13

















 


directors, officers, employees and agents) and
Indemnitee in connection with such event(s) and/or transaction(s).


 


24.           Applicable Law and Consent to Jurisdiction.  This Agreement and the legal
relations among the parties shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware, without regard to its
conflict of laws rules.  Except with
respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) hereof,
the Company and Indemnitee hereby irrevocably and unconditionally (i) agree
that any action or proceeding arising out of or in connection with this
Agreement shall be brought only in the Chancery Court of the State of Delaware
(the “Court”), and not in any other state or federal court in the United
States of America or any court in any other country, (ii) consent to
submit to the exclusive jurisdiction of the Court for purposes of any action or
proceeding arising out of or in connection with this Agreement, (iii) waive
any objection to the laying of venue of any such action or proceeding in the
Court, and (iv) waive, and agree not to plead or to make, any claim that
any such action or proceeding brought in the Court has been brought in an
improper or inconvenient forum.


 


25.           Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement.  Only one such counterpart signed by the party
against whom enforceability is sought needs to be produced to evidence the
existence of this Agreement.


 


26.           Miscellaneous.  Use of the masculine pronoun shall be deemed
to include usage of the feminine pronoun where appropriate.  The headings of the paragraphs of this
Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.


 


[Remainder of this
page intentionally left blank.]


 


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  CONFIDENTIAL

  	
   

  	
   

  



 


 


IN WITNESS WHEREOF, the
parties have caused this Agreement to be signed as of the day and year first
above written.


 


 


	
  STR HOLDINGS, INC.

  	
   

  	
  INDEMNITEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  
	
  Title:

  	
   

  	
   

  	
  Address: