Exhibit 10.1


INDEMNIFICATION AGREEMENT


 


AGREEMENT, dated as of March
30, 2012, by and between Donaldson Company, Inc., a Delaware corporation (the “Company”), and [___________]
(the “Indemnitee”).


WHEREAS, it is essential to
the Company to retain and attract as directors the most capable persons available;


WHEREAS, the Indemnitee is
a director of the Company;


WHEREAS, the Company and the
Indemnitee recognize the increased risk of litigation and other claims being asserted against directors of companies in today’s
environment;


WHEREAS, the Company’s
Amended and Restated By-Laws (“By-Laws”) require the Company to indemnify and advance expenses to its directors
to the extent provided therein, and the Indemnitee serves as a director of the Company, in part, in reliance on such provisions
in the Company’s By-Laws;


WHEREAS, the Company has determined
that its inability to retain and attract as directors the most capable persons would be detrimental to the interests of the Company,
and that Company therefore should seek to assure such persons that indemnification and insurance coverage will be available in
the future; and


WHEREAS, in recognition of
the Indemnitee’s need for substantial protection against personal liability in order to enhance the Indemnitee’s continued
service to the Company in an effective manner and the Indemnitee’s reliance on the Company’s By-Laws, and in part to
provide the Indemnitee with specific contractual assurance that the protection promised by the Company’s By-Laws will be
available to the Indemnitee (regardless of, among other things, any amendment to or revocation of the applicable provisions of
the Company’s By-Laws or any change in the composition of the governing bodies of the Company or any acquisition transaction
relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses
to the Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in this Agreement, and,
to the extent insurance is maintained, for the continued coverage of the Indemnitee under the directors’ and officers’
liability insurance policy of the Company.


NOW, THEREFORE, in consideration
of the premises and of the Indemnitee continuing to serve the Company directly or, on its behalf or at its request, as an officer,
director, manager, member, partner, tax matters partner, fiduciary or trustee of, or in any other capacity with, another Person
(as defined below) or any employee benefit plan, and intending to be legally bound hereby, the parties hereto agree as follows:


1.                  
Certain Definitions. In addition to terms defined elsewhere herein, the following terms
have the following meanings when used in this Agreement:






    	 



    	 



    
 


		(a)	Agreement: shall mean this Indemnification Agreement, as amended
from time to time hereafter.



		(b)	Board of Directors: shall mean the Board of Directors of the
Company.



		(c)	Change of Control of the Company: shall be deemed to have
occurred if (i) any “Person” (as used in Section 13(d) and 14(d) of the Exchange Act) is or becomes (except in a transaction
approved in advance by the Board of Directors) the beneficial owner (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company’s then outstanding
securities or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board
of Directors cease for any reason to constitute at least a majority thereof unless the election of each director who was not a
director at the beginning of the period was approved by a vote of at least two-thirds of the directors then still in office who
were directors at the beginning of the period.



		(d)	Claim: means any threatened, asserted, pending or completed
civil, criminal, administrative, investigative or other action, suit or proceeding of any kind whatsoever, including any arbitration
or other alternative dispute resolution mechanism, or any appeal of any kind thereof, or any inquiry or investigation, whether
instituted by the Company, any governmental agency or any other party, that the Indemnitee in good faith believes might lead to
the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other, including
any arbitration or other alternative dispute resolution mechanism.



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



		(f)	Indemnifiable
Expenses: means (i) all expenses and liabilities, including judgments, fines, penalties, interest, amounts paid in settlement
with the approval of the Company, and counsel fees and disbursements (including, without limitation, experts’ fees, court
costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier
charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal),
or preparing to investigate, defend, be a witness in or participate in, any Claim by reason of the fact that Indemnitee is or
was or has agreed to serve as a director of the Company, or while serving as a director of the Company, is or was serving or has
agreed to serve on behalf



 



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	 	 	of
                                                                      or at the request of the Company as a director, officer,
                                                                      employee or agent (which, for purposes hereof, shall include
                                                                      a trustee, fiduciary, partner or manager or similar capacity)
                                                                      of another corporation, limited liability company, partnership,
                                                                      joint venture, trust, employee benefit plan or other enterprise,
                                                                      or by reason of any action alleged to have been taken or
                                                                      omitted in any such capacity, whether occurring before,
                                                                      on or after the date of this Agreement (any such event,
                                                                      an “Indemnifiable Event”), (ii) any liability
                                                                      pursuant to a loan guaranty or otherwise, for any indebtedness
                                                                      of the Company or any subsidiary of the Company, including,
                                                                      without limitation, any indebtedness which the Company or
                                                                      any subsidiary of the Company has assumed or taken subject
                                                                      to, and (iii) any liabilities which an Indemnitee incurs
                                                                      as a result of acting on behalf of the Company (whether
                                                                      as a fiduciary or otherwise) in connection with the operation,
                                                                      administration or maintenance of an employee benefit plan
                                                                      or any related trust or funding mechanism (whether such
                                                                      liabilities are in the form of excise taxes assessed by
                                                                      the United States Internal Revenue Service, penalties assessed
                                                                      by the Department of Labor, restitutions to such a plan
                                                                      or trust or other funding mechanism or to a participant
                                                                      or beneficiary of such plan, trust or other funding mechanism,
                                                                      or otherwise). 



		(g)	Indemnitee-Related Entities: means any corporation, limited
liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company or any
other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise Indemnitee
has agreed, on behalf of the Company or at the Company’s request, to serve as a director, officer, employee or agent and
which service is covered by the indemnity described in this Agreement) from whom an Indemnitee may be entitled to indemnification
or advancement of expenses with respect to which, in whole or in part, the Company may also have an indemnification or advancement
obligation (other than as a result of obligations under an insurance policy).



		(h)	Investment Grade: means a rating of Baa3 or better by Moody’s
(or its equivalent under any successor rating categories of Moody’s) and a rating of BBB- or better by S&P (or its equivalent
under any successor rating categories of S&P).



		(i)	Jointly Indemnifiable Claim: means any Claim for which the
Indemnitee shall be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law,
any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate
of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related
Entity.



	




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		(j)	Moody’s: means Moody’s Investors Service Inc.,
a subsidiary of Moody’s Corporation, and its successors.



		(k)	Person: means any individual, corporation, firm, partnership,
joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity.



		(l)	S&P: means Standard & Poor’s, a division of
The McGraw-Hill Companies, Inc., and its successor.



2.                  
Basic Indemnification Arrangement; Advancement of Expenses.


(a)                
In the event that the Indemnitee was, is or becomes subject to, a party to or witness or other
participant in, or is threatened to be made subject to, a party to or witness or other participant in, a Claim by reason of (or
arising in part out of) an Indemnifiable Event, the Company shall indemnify the Indemnitee, or cause such Indemnitee to be indemnified,
to the fullest extent permitted by Delaware law in effect on the date hereof and as amended from time to time; provided,
however, that no change in Delaware law shall have the effect of reducing the benefits available to the Indemnitee hereunder
based on Delaware law as in effect on the date hereof or as such benefits may improve as a result of amendments after the date
hereof. The rights of the Indemnitee provided in this Section 2 shall include, without limitation, the rights set forth in the
other sections of this Agreement. Payments of Indemnifiable Expenses shall be made as soon as practicable but in any event no later
than sixty (60) days after written demand is presented to the Company, against any and all Indemnifiable Expenses.


(b)                
If so requested by the Indemnitee, the Company shall advance, or cause to be advanced (within
ten (10) business days of such request), any and all Indemnifiable Expenses incurred by the Indemnitee (an “Expense Advance”).
The Company shall, in accordance with such request (but without duplication), either (i) pay, or cause to be paid, such Indemnifiable
Expenses on behalf of the Indemnitee, or (ii) reimburse, or cause the reimbursement of, the Indemnitee for such Indemnifiable
Expenses. The Indemnitee’s right to an Expense Advance is absolute. However, the obligation of the Company to make an Expense
Advance pursuant to this Section 2(b) shall be subject to the condition that, if, when and to the extent that a final judicial
determination is made (as to which all rights of appeal therefrom have been exhausted or lapsed) that the Indemnitee is not entitled
to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by the Indemnitee (who hereby agrees
to reimburse the Company) for all such amounts theretofore paid (it being understood and agreed that the foregoing agreement by
the Indemnitee shall be deemed to satisfy any requirement that the Indemnitee provide the Company with an undertaking to repay
any Expense Advance if it is ultimately determined that the Indemnitee is not entitled to indemnification under applicable law).
The Indemnitee’s undertaking to repay such Expense Advances shall be unsecured and interest-free. 






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(c)                
Notwithstanding anything in this Agreement to the contrary, prior to a Change in Control of
the Company, the Indemnitee shall not be entitled to indemnification or advancement of Indemnifiable Expenses pursuant to this
Agreement in connection with any Claim (or part thereof) (A) initiated by the Indemnitee against the Company or any director, officer,
employee or agent of the Company unless (i) the Company has joined in or the Board of Directors of the Company has authorized or
consented to the initiation of such Claim (or part thereof) or (ii) the Claim is one to enforce the Indemnitee’s rights under
this Agreement (including an action pursued by the Indemnitee to secure a determination that the Indemnitee should be indemnified
under applicable law) or (B) as to which the Indemnitee shall have been adjudged to be liable to the Company unless, and only to
the extent that, the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is
fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which the Court of Chancery or such other court shall
deem proper.


(d)                
To the extent that the Indemnitee has been successful on the merits or otherwise in defense
of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including
dismissal without prejudice, the Indemnitee shall be indemnified against all Indemnifiable Expenses actually and reasonably incurred
in connection therewith.


3.                  
Indemnification for Additional Expenses. The Company shall indemnify, or cause the
indemnification of, the Indemnitee against any and all Indemnifiable Expenses and, if requested by the Indemnitee, shall advance
such Indemnifiable Expenses to the Indemnitee subject to and in accordance with Section 2(b), which are incurred by the Indemnitee
in connection with any action brought by the Indemnitee, the Company or any other Person with respect to the Indemnitee’s
right to: (i) indemnification or an Expense Advance by the Company under this Agreement or any provision of the Company’s
Restated Certificate of Incorporation (the “Certificate of Incorporation”) and/or By-Laws and/or (ii) recovery
under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether the
Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case
may be; provided that the Indemnitee shall be required to reimburse such Indemnifiable Expenses in the event that a final judicial
determination is made (as to which all rights of appeal therefrom have been exhausted or lapsed) that such action brought by the
Indemnitee, or the defense by the Indemnitee of an action brought by the Company or any other Person, as applicable, was frivolous
or in bad faith.


4.                  
Partial Indemnity, Etc. If the Indemnitee is entitled under any provision of this Agreement
to indemnification by the Company for some or a portion of the Indemnifiable Expenses in respect of a Claim but not, however, for
all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof to which the Indemnitee
is entitled.






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5.                  
Burden of Proof. In connection with any determination by any court as to whether the
Indemnitee is entitled to be indemnified hereunder, the court shall presume that the Indemnitee has satisfied the applicable standard
of conduct and is entitled to indemnification, and the burden of proof shall be on the Company or its representative to establish,
by clear and convincing evidence, that the Indemnitee is not so entitled.


6.                  
Reliance as Safe Harbor. The Indemnitee shall be entitled to indemnification for any
action or omission to act undertaken (a) in good faith reliance upon the records of the Company, including its financial statements,
or upon information, opinions, reports or statements furnished to the Indemnitee by the officers or employees of the Company or
any of its subsidiaries in the course of their duties, or by committees of the Board of Directors, or by any other Person as to
matters the Indemnitee reasonably believes are within such other Person’s professional or expert competence, or (b) on
behalf of the Company in furtherance of the interests of the Company in good faith in reliance upon, and in accordance with, the
advice of legal counsel or accountants, provided such legal counsel or accountants were selected with reasonable care by or on
behalf of the Company. In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee
of the Company shall not be imputed to the Indemnitee for purposes of determining the right to indemnity hereunder.


7.                  
No Other Presumptions. For purposes of this Agreement, the termination of any claim,
action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea
of nolo contendere or its equivalent, shall not create a presumption that the Indemnitee did not meet any particular standard of
conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.


8.                  
Nonexclusivity, Etc. The rights of the Indemnitee hereunder shall be in addition to
any other rights the Indemnitee may have under the Company’s Certificate of Incorporation and By-Laws, the laws of the State
of Delaware, or otherwise. To the extent that a change in Delaware law or the interpretation thereof (whether by statute or judicial
decision) permits greater indemnification by agreement than would be afforded currently under the Company’s Certificate of
Incorporation and By-Laws, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement the greater
benefits so afforded by such change. To the extent that there is a conflict or inconsistency between the terms of this Agreement
and the Company’s Certificate of Incorporation or By-Laws, it is the intent of the parties hereto that the Indemnitee shall
enjoy the greater benefits regardless of whether contained herein, in the Company’s Certificate of Incorporation or By-Laws.
No amendment or alteration of the Company’s Certificate of Incorporation or By-Laws or any other agreement shall adversely
affect the rights provided to Indemnitee under this Agreement.


9.                  
Liability Insurance. The Company shall use its reasonable best efforts to purchase
and maintain a policy or policies of insurance with reputable insurance companies with A.M. Best ratings of “A” or
better, providing Indemnitee with coverage for any liability asserted against, or incurred by, Indemnitee or on Indemnitee’s
behalf by reason of the fact that Indemnitee is or was or has agreed to serve as a director of the


 



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Company, or while serving as
a director of the Company, is or was serving or has agreed to serve on behalf of or at the request of the Company as a director,
officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity)
of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise,
or arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee against
such liability under the provisions of this Agreement. Such insurance policies shall have coverage terms and policy limits at least
as favorable to Indemnitee as the insurance coverage provided to any other director or officer of the Company. If the Company has
such insurance in effect at the time the Company receives from Indemnitee any notice of the commencement of an action, suit or
proceeding, the Company shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance
with the procedures set forth in the policy. 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
policy.


10.               
Period of Limitations. No legal action shall be brought and no cause of action shall
be asserted by or in the right of the Company against the Indemnitee, the Indemnitee’s spouse, heirs, executors or personal
or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause
of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within
such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any
such cause of action such shorter period shall govern.


11.               
Amendments, Etc. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a
continuing waiver. In the event the Company or any of its subsidiaries enters into an indemnification agreement with another director,
officer, agent, fiduciary or manager of the Company or any of its subsidiaries containing a term or terms more favorable to the
indemnitee than the terms contained herein (as determined by the Indemnitee), the Indemnitee shall be afforded the benefit of such
more favorable term or terms and such more favorable term or terms shall be deemed incorporated by reference herein as if set forth
in full herein. As promptly as practicable following the execution by the Company or the relevant subsidiary of each indemnity
agreement with any such other director, officer or manager (i) the Company shall send a copy of the indemnity agreement to the
Indemnitee, and (ii) if requested by the Indemnitee, the Company shall prepare, execute and deliver to the Indemnitee an amendment
to this Agreement containing such more favorable term or terms.


12.               
Subrogation. Subject to Section 13, in the event of payment by the Company under this
Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee with
respect to any insurance policy. Indemnitee shall execute all papers reasonably required and shall do everything


 



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that may be reasonably
necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring
suit to enforce such rights. The Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in
connection with such subrogation.


13.               
Jointly Indemnifiable Claims. Given that certain Jointly Indemnifiable Claims may arise
due to the relationship between the Indemnitee-Related Entities and the Company and the service of the Indemnitee as a director
of the Company at the request of the Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shall be
fully and primarily responsible for the payment to the Indemnitee in respect of indemnification and advancement of expenses in
connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective
of any right of recovery the Indemnitee may have from the Indemnitee-Related Entities. Under no circumstance shall the Company
be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of recovery the Indemnitee
may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of
the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect
of indemnification or advancement of expenses with respect to any Jointly Indemnifiable Claim, the Indemnitee-Related Entity making
such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee against the Company,
and the Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure
such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively
to bring suit to enforce such rights. Each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to
this Paragraph 13, entitled to enforce this Paragraph 13 against the Company as though each such Indemnitee-Related Entity were
a party to this Agreement.


14.               
No Duplication of Payments. Subject to Paragraph 13 hereof, the Company shall not be
liable under this Agreement to make any payment in connection with any Claim made against the Indemnitee to the extent the Indemnitee
has otherwise actually received payment (under any insurance policy, any provision of the Company’s Certificate of Incorporation
and By-Laws, or otherwise) of the amounts otherwise indemnifiable hereunder.


15.               
Defense of Claims. The Company shall be entitled to participate in the defense of any
Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee;
provided that if the Indemnitee believes, after consultation with counsel selected by the Indemnitee, that (i) the use of
counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interest,
(ii) the named parties in any such Claim (including any impleaded parties) include the Company or any subsidiary of the Company
and the Indemnitee and the Indemnitee concludes that there may be one or more legal defenses available to him that are different
from or in addition to those available to the Company or any subsidiary of the Company or (iii) any such representation by such
counsel would be precluded under the applicable standards of


 



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professional conduct then prevailing, then the Indemnitee shall be
entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular
Claim) at the Company’s expense. The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid
in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company
shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable
Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes
a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim.
Neither the Company nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided
that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee.
To the fullest extent permitted by Delaware law, the Company’s assumption of the defense of a Claim pursuant to this Section
15 will constitute an irrevocable acknowledgement by the Company that any Indemnifiable Expenses incurred by or for the account
of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 2 of this Agreement.


16.               
Binding Effect, Etc. This Agreement shall be binding upon and inure to the benefit
of and be enforceable by the parties hereto and their respective 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), assigns, spouses,
heirs, executors and personal and legal representatives. The Company shall require and cause any successor(s) (whether directly
or indirectly, whether in one or a series of transactions, and whether by purchase, merger, consolidation, or otherwise) to all
or a significant portion of the business and/or assets of the Company and/or its subsidiaries (on a consolidated basis), by written
agreement in form and substance satisfactory to the Indemnitee and his or her counsel, 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; provided that no such assumption shall relieve the Company from its obligations hereunder and any obligations shall
thereafter be joint and several. This Agreement shall continue in effect regardless of whether the Indemnitee continues to serve
as a director of the Company and/or on behalf of or at the request of the Company as a director, officer, employee or agent (which,
for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited
liability company, partnership, joint venture, trust, employee benefit plan or other enterprise. Neither this Agreement nor any
duties or responsibilities pursuant hereto may be assigned by the Company to any other person or entity without the prior written
consent of the Indemnitee.


17.               
Security. After a Change of Control of the Company if the Company’s outstanding
debt securities are not rated Investment Grade, to the extent requested by the Indemnitee, the Company shall at any time and from
time to time provide security in an amount not to exceed the reasonably anticipated payments to be made under this Agreement by
the Company for existing Claims to the Indemnitee through an irrevocable bank line of credit, funded trust or other collateral
or by other means. Any such security,


 



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once provided to the Indemnitee, may not be revoked or released without the prior written
consent of such Indemnitee unless and until the Claims with respect to which the security has been provided are finally settled
and any payments due to the Indemnitee under this Agreement for such Claims have been made.


18.               
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, all portions of any paragraph of this Agreement containing any such provision
held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be
affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation,
all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall
be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give
effect to the terms of this Agreement.


19.               
Specific Performance, Etc. The parties recognize that if any provision of this Agreement
is violated by the parties hereto, the Indemnitee may be without an adequate remedy at law. Accordingly, in the event of any such
violation, the Indemnitee shall be entitled, if the Indemnitee so elects, to institute proceedings, either in law or at equity,
to obtain damages, to enforce specific performance, to enjoin such violation, or to obtain any relief or any combination of the
foregoing as the Indemnitee may elect to pursue.


20.               
Notices. All notices, requests, consents and other communications hereunder to any
party shall be deemed to be sufficient if contained in a written document delivered in person or sent by telecopy, nationally recognized
overnight courier or personal delivery, addressed to such party at the address set forth below or such other address as may hereafter
be designated on the signature pages of this Agreement or in writing by such party to the other parties:


		(a)	If to the Company, to: 



Donaldson Company, Inc.

1400 West 94th Street

Bloomington, Minnesota 55431

Fax: 952-887-3005

Attn: General Counsel


with a copy (which shall not constitute notice) to:


Skadden, Arps, Slate, Meagher & Flom LLP

155 N. Wacker Drive

Chicago, Illinois 60606

Fax: (312) 407-0411

Attn: Charles W. Mulaney, Jr.






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		(b)	If to the Indemnitee, to the address set forth on Annex A
hereto.



All such notices, requests, consents and other
communications shall be deemed to have been given or made if and when received (including by overnight courier) by the parties
at the above addresses or sent by electronic transmission, with confirmation received, to the telecopy numbers specified above
(or at such other address or telecopy number for a party as shall be specified by like notice). Any notice delivered by any party
hereto to any other party hereto shall also be delivered to each other party hereto simultaneously with delivery to the first party
receiving such notice.


21.               
Counterparts. This Agreement may be executed in 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.


22.               
Headings. The headings of the sections and 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 or interpretation
thereof.


23.               
Governing Law. This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to
the principles of conflicts of laws.


 


IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date first above written.


 


	 	DONALDSON COMPANY, INC.
	 	 
	 	 
	 	By:	 
	 	Name:	

	 	Title:	 
	 	 	 
	 	 	 
	 	 	 
	 	[Indemnitee] 



 


 


 


 



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Annex A


	Name and Business Address.
	 
	 
	 
	 
	Attn: 	 
	Tel: 	 
	E-mail: