INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT (“Agreement”)
is made and entered into as of the ____ day of _____, 20__, by and between Barrett Business Services, Inc., a Maryland corporation
(the “Company”), and [insert name] (“Indemnitee”).


 


WHEREAS, at the request of the Company,
Indemnitee currently serves as a director of the Company and may, therefore, be subjected to claims, suits or proceedings
arising as a result of such service; and


 


WHEREAS, as an inducement to Indemnitee
to serve or continue to serve in such capacity, the Company has agreed to indemnify Indemnitee and to advance expenses and costs
incurred by Indemnitee in connection with any such claims, suits or proceedings, to the maximum extent permitted by law; and


 


WHEREAS, the parties by this Agreement desire
to set forth their agreement regarding indemnification and advance of expenses and to supersede any prior agreement to which the
Company and Indemnitee are parties regarding the same;


 


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


 


Section 1.Definitions.
For purposes of this Agreement:


 


(a)“Change in
Control” means a change in control of the Company occurring after the Effective Date of a nature that would be required to
be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar
schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether
or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in
Control shall be deemed to have occurred if, after the Effective Date, (i) any “person” (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing 15% or more of the combined voting power of all of the
Company’s then-outstanding securities entitled to vote generally in the election of directors without the prior approval
of at least two-thirds of the members of the Board of Directors in office immediately prior to such person’s attaining such
percentage interest; or (ii) at any time, a majority of the members of the Board of Directors are not individuals (A) who were
directors as of the Effective Date or (B) whose election by the Board of Directors or nomination for election by the Company’s
stockholders was approved by the affirmative vote of at least a majority of the directors then in office who were directors as
of the Effective Date or whose election for nomination for election was previously so approved.


 


(b)“Corporate
Status” means the status of a person as a present or former director, officer, employee or agent of the Company or as a director,
trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation,
partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise of which such person is
or was serving in such capacity at the request of the Company. As a clarification and without limiting the circumstances in which
Indemnitee may be serving at the request of the Company, service by Indemnitee shall be deemed to be at the request of the Company:
(i) if Indemnitee serves or served as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent
of any corporation, partnership, limited liability company, joint venture, trust or other enterprise (1) of which a majority of
the voting power or equity interest is owned directly or indirectly by the Company or (2) the management of which is controlled
directly or indirectly by the Company and (ii) if, as a result of Indemnitee’s service to the Company or any of its affiliated
entities, Indemnitee is subject to duties by, or required to perform services for, an employee benefit plan or its participants
or beneficiaries, including as deemed fiduciary thereof.


 






    	 



    	 



    
 


(c)“Disinterested
Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
and/or advance of Expenses is sought by Indemnitee.


 


(d)“Effective
Date” means the date set forth in the first paragraph of this Agreement.


 


(e)“Expenses”
means any and all reasonable and out-of-pocket 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, federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments
under this Agreement, ERISA excise taxes and penalties and any other disbursements or expenses incurred 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 shall also 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” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither 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 Indemnitee under this Agreement or of other indemnitees under similar indemnification
agreements), or (ii) any other party to or participant or witness in the Proceeding giving rise to a claim for indemnification
or advance of Expenses 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)“Proceeding”
means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry,
administrative hearing or any other proceeding, whether brought by or in the right of the Company or otherwise and whether of a
civil (including intentional or unintentional tort claims), criminal, administrative or investigative (formal or informal) nature,
including any appeal therefrom. If Indemnitee reasonably believes that a given situation may lead to or culminate in the institution
of a Proceeding, such situation shall also be considered a Proceeding.


 






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Section 2.Services by Indemnitee.
Indemnitee will serve in the capacity set forth in the first WHEREAS clause above. However, this Agreement shall not impose any
independent obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company. This Agreement shall
not be deemed an employment contract between the Company (or any other entity) and Indemnitee.


 


Section 3.General. The
Company shall indemnify, and advance Expenses to, Indemnitee (a) as provided in this Agreement and (b) otherwise to the
maximum extent permitted by Maryland law in effect on the Effective Date and as amended from time to time; provided, however, that
no change in Maryland law shall have the effect of reducing the benefits available to Indemnitee hereunder based on Maryland law
as in effect on the Effective Date. The rights of Indemnitee provided in this Section 3 shall include, without limitation, the
rights set forth in the other sections of this Agreement, including any additional indemnification permitted by Section 2-418(g)
of the Maryland General Corporation Law (the “MGCL”).


 


Section 4.Standard for Indemnification.
If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the
Company shall indemnify Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually
and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding unless it is established
that (a) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (i) was committed
in bad faith or (ii) was the result of active and deliberate dishonesty, (b) Indemnitee actually received an improper
personal benefit in money, property or services or (c) in the case of any criminal Proceeding, Indemnitee had reasonable cause
to believe that Indemnitee’s conduct was unlawful.


 


Section 5.Certain Limits on
Indemnification.  Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee shall not
be entitled to:


 


(a)indemnification
hereunder if the Proceeding was one by or in the right of the Company and Indemnitee is adjudged, in a final adjudication of the
Proceeding not subject to further appeal, to be liable to the Company;


 


(b)indemnification
hereunder if Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable on the
basis that personal benefit was improperly received in any Proceeding charging improper personal benefit to Indemnitee, whether
or not involving action in the Indemnitee’s Corporate Status; or


 


(c)indemnification
or advance of Expenses hereunder if the Proceeding was brought by Indemnitee, unless: (i) the Proceeding was brought to enforce
indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Section 12 of this Agreement,
or (ii) the Company’s charter or Bylaws, a resolution of the stockholders entitled to vote generally in the election
of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly
provide otherwise.


 






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Section 6.Court-Ordered Indemnification.
Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction, upon application of Indemnitee and
such notice as the court shall require, may order indemnification of Indemnitee by the Company in the following circumstances:


 


(a)if such court determines
that Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification, in which
case Indemnitee shall be entitled to recover the Expenses of securing such reimbursement; or


 


(b)if such court determines
that Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not
Indemnitee (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged liable
for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such indemnification as the
court shall deem proper without regard to any limitation on such court-ordered indemnification contemplated by Section 2-418(d)(2)(ii)
of the MGCL.


 


Section 7.Indemnification
for Expenses of an Indemnitee Who is Wholly or Partially Successful. Notwithstanding any other provision of this Agreement,
and without limiting any such provision, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate
Status, made a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise, in
the defense of such Proceeding, the Company shall indemnify Indemnitee for all Expenses actually and reasonably incurred by Indemnitee
or on Indemnitee’s behalf 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 Indemnitee under this Section 7 for all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with each such claim, issue or matter, allocated on a reasonable and proportionate basis. For purposes of
this Section 7 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or
without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


Section 8.Advance of Expenses
for Indemnitee. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to
any Proceeding, the Company shall, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to
indemnification hereunder, advance all Expenses incurred by or on behalf of Indemnitee in connection with such Proceeding. The
Company shall make such advance or advances within ten days after the receipt by the Company of a statement or statements requesting
such advance or advances from time to time, whether prior to or after final disposition of such Proceeding and may be in the form
of, in the reasonable discretion of Indemnitee (but without duplication) (a) payment of such Expenses directly to third parties
on behalf of Indemnitee, (b) advance of funds to Indemnitee in an amount sufficient to pay such Expenses or (c) reimbursement to
Indemnitee for Indemnitee’s payment of such Expenses. Such statement or statements shall reasonably evidence the Expenses
incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee and a written undertaking
by or on behalf of Indemnitee, in substantially the form attached hereto as Exhibit A or in such form as may be required
under applicable law as in effect at the time of the execution thereof. To the extent that Expenses advanced to Indemnitee do not
relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate
basis. The undertaking required by this Section 8 shall be an unlimited general obligation by or on behalf of Indemnitee and shall
be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement
to post security therefor.


 






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Section 9.Indemnification
and Advance of Expenses as a Witness or Other Participant. Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is or may be, by reason of Indemnitee’s Corporate Status, made a witness or otherwise asked to participate
in any Proceeding, whether instituted by the Company or any other party, and to which Indemnitee is not a party, Indemnitee shall
be advanced and indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf
in connection therewith within ten days after the receipt by the Company of a statement or statements requesting any such advance
or indemnification from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements
shall reasonably evidence the Expenses incurred by Indemnitee. In connection with any such advance of Expenses, the Company may
require Indemnitee to provide an undertaking and affirmation substantially in the form attached hereto as Exhibit A.


 


Section 10. Procedure for
Determination of Entitlement to Indemnification.


 


(a)To obtain indemnification
under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation
and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee
is entitled to indemnification. Indemnitee may submit one or more such requests from time to time and at such time(s) as Indemnitee
deems appropriate in Indemnitee’s sole discretion. The officer of the Company receiving any such request from Indemnitee
shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has
requested indemnification.


 


(b)Upon written request by Indemnitee
for indemnification pursuant to Section 10(a) above, a determination, if required by applicable law, with respect to Indemnitee’s
entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control has occurred, by Independent Counsel,
in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, which Independent Counsel shall
be selected by the Indemnitee and approved by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of the MGCL, which
approval shall not be unreasonably withheld or delayed; or (ii) if a Change in Control has not occurred, (A) by a majority
vote of the Disinterested Directors or by the majority vote of a group of Disinterested Directors designated by the Disinterested
Directors to make the determination, (B) if Independent Counsel has been selected by the Board of Directors in accordance with
Section 2-418(e)(2)(ii) of the MGCL and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed,
by Independent Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (C)
if so directed by the Board of Directors, by the stockholders of the Company; provided, however, that shares held by directors
or officers who are parties to the Proceeding shall not be voted. If it is so determined that Indemnitee is entitled to indemnification,
the Company shall make payment to Indemnitee within ten days after such determination. Indemnitee shall 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 or appropriate to such determination
in the discretion of the Board of Directors or Independent Counsel if retained pursuant to clause (ii)(B) of this Section 10(b).
Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne
by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company shall
indemnify and hold Indemnitee harmless therefrom.


 






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(c)The Company shall pay the
reasonable fees and expenses of Independent Counsel, if one is appointed.


 


Section 11. Presumptions and
Effect of Certain Proceedings.


 


(a)In making any determination
with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume
that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in
accordance with Section 10(a) of this Agreement, and the Company shall have the burden of overcoming that presumption in connection
with the making of any determination contrary to that presumption.


 


(b)The termination of any Proceeding
or of any claim, issue or matter therein, by judgment, order, settlement or conviction, upon a plea of nolo contendere or
its equivalent, or entry of an order of probation prior to judgment, does not create a presumption that Indemnitee did not meet
the requisite standard of conduct described herein for indemnification.


 


(c)The knowledge and/or actions,
or failure to act, of any other director, officer, employee or agent of the Company or any other director, trustee, officer, partner,
manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited liability
company, joint venture, trust, employee benefit plan or other enterprise shall not be imputed to Indemnitee for purposes of determining
any other right to indemnification under this Agreement.


 


Section 12.Remedies of Indemnitee.


 


(a)If (i) a determination
is made pursuant to Section 10(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advance
of Expenses is not timely made pursuant to Sections 8 or 9 of this Agreement, (iii) no determination of entitlement to indemnification
shall have been made pursuant to Section 10(b) of this Agreement within 60 days after receipt by the Company of the request for
indemnification, (iv) payment of indemnification is not made pursuant to Sections 7 or 9 of this Agreement within ten days
after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section
of this Agreement or the charter or Bylaws of the Company is not made within ten days after a determination has been made that
Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate court located in the
State of Maryland, or in any other court of competent jurisdiction, or to arbitration, conducted by a single arbitrator pursuant
to the Commercial Arbitration Rules of the American Arbitration Association, of Indemnitee’s entitlement to indemnification
or advance of Expenses. Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days
following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided,
however, that the foregoing clause shall not apply to a proceeding brought by Indemnitee to enforce Indemnitee’s rights under
Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflicts 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.


 






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(b)In any judicial proceeding
or arbitration commenced pursuant to this Section 12, Indemnitee shall be presumed to be entitled to indemnification or advance
of Expenses, as the case may be, under this Agreement and the Company shall have the burden of proving that Indemnitee is not entitled
to indemnification or advance of Expenses, as the case may be. If Indemnitee commences a judicial proceeding or arbitration pursuant
to this Section 12, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 8
of this Agreement 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). The Company shall, to the fullest extent not prohibited by law, be precluded
from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 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 of the provisions of this Agreement.


 


(c)If a determination shall have
been made pursuant to Section 10(b) of this Agreement 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 12, absent 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 that was not introduced into evidence in connection with the determination.


 


(d)In the event that Indemnitee
is successful in seeking, pursuant to this Section 12, a judicial adjudication of or an award in arbitration to enforce Indemnitee’s
rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and
shall be indemnified by the Company for, any and all Expenses actually and reasonably incurred by him in such judicial adjudication
or arbitration. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive part
but not all of the indemnification or advance of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial
adjudication or arbitration shall be appropriately prorated.


 






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(e)Interest shall be paid by
the Company to Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and Judicial Proceedings Article
of the Annotated Code of Maryland for amounts which the Company pays or is obligated to pay for the period (i) commencing
with either the tenth day after the date on which the Company was requested to advance Expenses in accordance with Sections 8 or
9 of this Agreement or the 60th day after the date on which the Company was requested to make the determination of entitlement
to indemnification under Section 10(b) of this Agreement, as applicable, and (ii) ending on the date such payment is made to Indemnitee
by the Company.


 


Section 13.Defense of the
Underlying Proceeding.


 


(a)Indemnitee shall notify the
Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, request or other document
relating to any Proceeding which may result in the right to indemnification or the advance of Expenses hereunder and shall include
with such notice a description of the nature of the Proceeding and a summary of the facts underlying the Proceeding. The failure
to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee,
to indemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend in such Proceeding
or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the
Company is thereby actually so prejudiced.


 


(b)Subject to the provisions
of the last sentence of this Section 13(b) and of Section 13(c) below, the Company shall have the right to defend Indemnitee
in any Proceeding which may give rise to indemnification hereunder; provided, however, that the Company shall notify Indemnitee
of any such decision to defend within 15 calendar days following receipt of notice of any such Proceeding under Section 13(a)
above. The Company shall not, without the prior written consent of Indemnitee, which shall not be unreasonably withheld or delayed,
consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission
of fault of Indemnitee, (ii) 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, or (iii) would
impose any Expense, judgment, fine, penalty or limitation on Indemnitee. This Section 13(b) shall not apply to a Proceeding
brought by Indemnitee under Section 12 of this Agreement.


 


(c)Notwithstanding the provisions
of Section 13(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee
reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld
or delayed, that Indemnitee may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent
with other defendants in such Proceeding, (ii) Indemnitee reasonably concludes, based upon an opinion of counsel approved
by the Company, which approval shall not be unreasonably withheld or delayed, that an actual or apparent conflict of interest or
potential conflict of interest exists between Indemnitee and the Company, or (iii) if the Company fails to assume the defense
of such Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s
choice, subject to the prior approval of the Company, which approval shall not be unreasonably withheld or delayed, at the expense
of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that
the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding
to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right
to retain counsel of Indemnitee’s choice, subject to the prior approval of the Company, which approval shall not be unreasonably
withheld or delayed, at the expense of the Company (subject to Section 12(d) of this Agreement), to represent Indemnitee in
connection with any such matter.


 






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Section 14.Non-Exclusivity;
Survival of Rights; Subrogation.


 


(a)The rights of indemnification
and advance 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 or Bylaws of the Company, any agreement or a resolution of the stockholders
entitled to vote generally in the election of directors or of the Board of Directors, or otherwise. Unless consented to in writing
by Indemnitee, 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 Indemnitee’s Corporate
Status prior to such amendment, alteration or repeal, regardless of whether a claim with respect to such action or inaction is
raised prior or subsequent to such amendment, alteration or repeal. No right or remedy herein conferred is intended to be exclusive
of any other right or remedy, and every other right or remedy shall be cumulative and in addition to every other right or remedy
given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy hereunder,
or otherwise, shall not prohibit 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.


 


Section 15.Insurance.


 


(a)The Company will use its reasonable
best efforts to acquire directors and officers liability insurance, on terms and conditions deemed appropriate by the Board of
Directors, with the advice of counsel, covering Indemnitee or any claim made against Indemnitee by reason of Indemnitee’s
Corporate Status and covering the Company for any indemnification or advance of Expenses made by the Company to Indemnitee for
any claims made against Indemnitee by reason of Indemnitee’s Corporate Status. In the event of a Change in Control, the Company
shall maintain in force any and all directors and officers liability insurance policies that were maintained by the Company immediately
prior to the Change in Control for a period of six years with the insurance carrier or carriers and through the insurance broker
in place at the time of the Change in Control; provided, however, (i) if the carriers will not offer the same policy and an expiring
policy needs to be replaced, a policy substantially comparable in scope and amount shall be obtained and (ii) if any replacement
insurance carrier is necessary to obtain a policy substantially comparable in scope and amount, such insurance carrier shall have
an AM Best rating that is the same or better than the AM Best rating of the existing insurance carrier; provided, further, however,
in no event shall the Company be required to expend in the aggregate in excess of 250% of the annual premium or premiums paid by
the Company for directors and officers liability insurance in effect on the date of the Change in Control. In the event that 250%
of the annual premium paid by the Company for such existing directors and officers liability insurance is insufficient for such
coverage, the Company shall spend up to that amount to purchase such lesser coverage as may be obtained with such amount.


 






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(b)Without in any way limiting
any other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by Indemnitee arising out of
the amount of any deductible or retention and the amount of any excess of the aggregate of all judgments, penalties, fines, settlements
and Expenses incurred by Indemnitee in connection with a Proceeding over the coverage of any insurance referred to in the previous
sentence. The purchase, establishment and maintenance of any such insurance shall not in any way limit or affect the rights or
obligations of the Company or Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery
of this Agreement by the Company and the Indemnitee shall not in any way limit or affect the rights or obligations of the Company
under any such insurance policies. If, at the time the Company receives notice from any source of a Proceeding to which Indemnitee
is a party or a participant (as a witness or otherwise), the Company has director and officer liability insurance in effect, the
Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective
policies.


 


Section 16.Coordination of
Payments. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable or payable
or reimbursable as Expenses hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any
insurance policy, contract, agreement or otherwise.


 


Section 17.Contribution.
If the indemnification provided in this Agreement is unavailable in whole or in part and may not be paid to Indemnitee for any
reason, other than for failure to satisfy the standard of conduct set forth in Section 4 or due to the provisions of Section 5,
then, in respect to any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding),
to the fullest extent permissible under applicable law, the Company, in lieu or indemnifying and holding harmless Indemnitee, shall
pay, in the first instance, the entire amount incurred by Indemnitee, whether for Expenses, judgments, penalties, and/or amounts
paid or to be paid in settlement, in connection with any Proceeding without requiring Indemnitee to contribute to such payment,
and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.


 


Section 18.Duration of Agreement;
Binding Effect.


 


(a)This Agreement shall continue
until and terminate on the later of (i) the date that Indemnitee shall have ceased to serve as a director, officer, employee
or agent of the Company or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or
agent of any other foreign or domestic corporation, real estate investment trust, partnership, limited liability company,
joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request
of the Company and (ii) the date that Indemnitee is no longer subject to any actual or possible Proceeding (including any rights
of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement).


 






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(b)The indemnification and advance
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 a director, trustee, officer, partner, manager, managing member, fiduciary,
employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee
benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company, and shall inure
to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal
representatives.


 


(c)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
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.


 


(d)The Company and Indemnitee
agree 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 Indemnitee may be entitled. Indemnitee shall further 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 undertakings in connection therewith. The Company acknowledges that, in the absence of
a waiver, a bond or undertaking may be required of Indemnitee by a court, and the Company hereby waives any such requirement of
such a bond or undertaking.


 


Section 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.


 






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Section 20.Identical Counterparts.
This Agreement may be executed in one 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. One such counterpart signed by the party against whom enforceability
is sought shall be sufficient to evidence the existence of this Agreement.


 


Section 21.Headings. 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.


 


Section 22.Modification and
Waiver. 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, unless otherwise expressly stated, shall such waiver constitute a continuing waiver.


 


Section 23.Notices. All
notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if
(i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed,
on the day of such delivery, or (ii) 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,
to the address set forth on the signature page hereto.


 


(b)If to the Company,
to:


 


Barrett Business Services, Inc.


8100 NE Parkway Drive, Suite 200


Vancouver, WA 98662


Attn: Secretary


 


or to such other address as may have been furnished in writing
to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


 


Section 24.Governing Law.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland, without
regard to its conflicts of laws rules.


 


[SIGNATURE PAGE FOLLOWS]


 



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


 





	 	COMPANY:
	 	 	 	 
	 	BARRETT BUSINESS SERVICES, INC.
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	Name: 	 
	 	Title:	 
	 	 	 	 
	 	 	 	 
	 	INDEMNITEE
	 	 	 	 
	 	 	 	 
	 	 	 
	 	Name:  [insert name]	 
	 	Address:	 







  



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EXHIBIT A


 


AFFIRMATION
AND UNDERTAKING TO REPAY EXPENSES ADVANCED


 


To: The Board of Directors of Barrett Business Services, Inc.


 


Re: Affirmation and Undertaking


 


Ladies and Gentlemen:


 


This Affirmation and Undertaking is being
provided pursuant to that certain Indemnification Agreement dated the __ day of ____, 20__, by and between Barrett Business Services,
Inc., a Maryland corporation (the “Company”), and the undersigned Indemnitee (the “Indemnification Agreement”),
pursuant to which I am entitled to advance of Expenses in connection with [Description of Proceeding] (the “Proceeding”).


 


Terms used herein and not otherwise defined
shall have the meanings specified in the Indemnification Agreement.


 


I am subject to the Proceeding by reason
of my Corporate Status or by reason of alleged actions or omissions by me in such capacity. I hereby affirm my good faith belief
that at all times, insofar as I was involved as a director of the Company in any of the facts or events giving rise to the
Proceeding, I (1) did not act with bad faith or active or deliberate dishonesty, (2) did not receive any improper personal
benefit in money, property or services and (3) in the case of any criminal proceeding, had no reasonable cause to believe
that any act or omission by me was unlawful.


 


In consideration of the advance by the Company
for Expenses incurred by me in connection with the Proceeding (the “Advanced Expenses”), I hereby agree that if, in
connection with the Proceeding, it is established that (1) an act or omission by me was material to the matter giving rise
to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty or (2) I
actually received an improper personal benefit in money, property or services or (3) in the case of any criminal proceeding,
I had reasonable cause to believe that the act or omission was unlawful, then I shall promptly reimburse the portion of the Advanced
Expenses relating to the claims, issues or matters in the Proceeding as to which the foregoing findings have been established.


 


IN WITNESS WHEREOF, I have executed this
Affirmation and Undertaking on this ___ day of ____________________, 20__.


 





	 	Name: