EXHIBIT
10.2


 


INDEMNIFICATION
AGREEMENT


 


THIS
INDEMNIFICATION AGREEMENT (this “Agreement”) is made
as of the       day of
                   ,
2003, by and between SafeNet, Inc., a Delaware corporation (the “Corporation”),
and
                                
(“Indemnitee”), a [director and/or officer] of the Corporation.


 


RECITALS


 


A.            It
is essential to the Corporation to retain and attract as directors and officers
of the Corporation the most capable persons available.


 


B.            The
substantial increase in corporate litigation subjects directors and officers to
expensive litigation risks at the same time that the availability of directors’
and officers’ liability insurance has been severely limited.


 


C.            Indemnitee
does not regard the protection available under the Delaware Corporation Law,
the Charter or the Bylaws of the Corporation as adequate in the present
circumstances, and may not be willing to serve as a director or officer without
adequate protection, and the Corporation desires Indemnitee to serve in such
capacity.


 


AGREEMENTS


 


NOW,
THEREFORE, the Corporation and Indemnitee do hereby agree as follows:


 


1.             Agreement
to Serve.  Indemnitee agrees to
serve or continue to serve as a [director and/or an officer] of the Corporation
for so long as he is duly elected or appointed or until such time as he tenders
his resignation in writing.


 


2.             Definitions.  As used in this Agreement:


 


(a)           “Change in Control” means the
occurrence of any of the following events after the date of this Agreement:


 


(i)            A change in the composition of the
Board of Directors of the Corporation, as a result of which fewer than
two-thirds (2/3) of the incumbent directors are directors who either (1) had
been directors of the Corporation twenty-four (24) months prior to such change
or (2) were elected, or nominated for election, to the Board of Directors with
the affirmative votes of at least a majority of the directors who had been
directors of the Corporation 24 months prior to such change and who were still
in office at the time of the election or nomination; or


 


(ii)           Any “person” (as such term is used in
section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended)
through the acquisition or aggregation of securities is or becomes the
beneficial owner, directly or indirectly, of securities of the Corporation
representing twenty percent (20%) or more of the combined voting power of the
Corporation’s then outstanding securities ordinarily (and apart from rights
accruing under special


 

















 


circumstances) having the right
to vote at elections of directors (the “Capital Stock”), except that any change
in ownership of the Corporation’s securities by any person resulting solely
from a reduction in the aggregate number of outstanding shares of Capital
Stock, and any decrease thereafter in such person’s ownership of securities,
shall be disregarded until such person increases in any manner, directly or
indirectly, such person’s beneficial ownership of any securities of the
Corporation.


 


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


 


(c)           The term “Expenses” shall include,
without limitation, expenses, costs and obligations, paid or incurred, of
investigations, judicial or administrative proceedings or appeals, amounts paid
in settlement by or on behalf of Indemnitee, reasonable attorneys’ fees and
disbursements and any expenses reasonably and actually incurred in establishing
a right to indemnification under Section 8 of this Agreement including, without
limitation, those incurred in investigating, defending, being a witness in or
participating in (including on appeal), or preparing to defend with respect to
any claim, issue or matter relating thereto or in connection therewith, but
shall not include the amount of judgments, fines or penalties against
Indemnitee.


 


(d)           “Independent Counsel” means 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 Corporation or Indemnitee in any matter material to either
such party, 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
Corporation or Indemnitee in an action to determine Indemnitee’s rights
under  this Agreement.


 


(e)           The term “Proceeding” shall include
any threatened, pending or completed action, suit, investigation or proceeding,
and any appeal thereof, whether brought by or in the right of the Corporation
or otherwise and whether civil, criminal, administrative or investigative,
and/or any inquiry or investigation, in which Indemnitee may be or may have
been involved as a party or otherwise, by reason of the fact that Indemnitee is
or was a director or officer of the Corporation, by reason of any action taken
by him or of any inaction on his part while acting as such a director or
officer, or by reason of the fact that he is or was serving at the request of
the Corporation as a director, officer, employee or agent of another corporation,
partnership, limited liability company, joint venture, trust or other
enterprise; in each case whether or not he is acting or serving in any such
capacity at the time any liability or expense is incurred for which
indemnification or reimbursement can be provided under this Agreement.


 


(f)            References to “other enterprise”
shall include employee benefit plans; references to “fines” shall include any
excise tax assessed with respect to any employee benefit plan; references to
“serving at the request of the Corporation” shall include any service as a
director, officer, employee or agent of the Corporation or its subsidiaries
which imposes duties on, or involves services by, such director, officer,
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 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 Corporation” as referred to in
this Agreement.


 


2

















 


3.             Indemnity
in Third-Party Proceedings.  The
Corporation shall indemnify Indemnitee in accordance with the provisions of
this Section 3 if Indemnitee is a party to or threatened to be made a party to
any Proceeding (other than a Proceeding by or in the right of the Corporation
to procure a judgment in its favor) by reason of the fact that Indemnitee is or
was a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee, or agent of
another corporation, partnership, limited liability company, joint venture,
trust or other enterprise, against all Expenses, judgments, fines and penalties
actually and reasonably incurred by Indemnitee in connection with the defense
or settlement of such Proceeding, but only if he acted in good faith and in a
manner which he reasonably believed to be in the best interests of the
Corporation, or, in the case of a criminal action or proceeding, in addition,
had no reasonable cause to believe that his conduct was unlawful.


 


4.             Indemnitee
in Proceedings by or in the Right of the Corporation.  The Corporation shall indemnify Indemnitee
in accordance with the provisions of this Section 4 if Indemnitee is a party to
or threatened to be made a party to any Proceeding by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that
Indemnitee is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee, or
agent of another corporation, partnership, limited liability company, joint
venture, trust or other enterprise, against all Expenses actually and
reasonably incurred by Indemnitee in connection with the defense or settlement
of such Proceeding, but only if he acted in good faith and in a manner which he
reasonably believed to be in the best interests of the Corporation, except that
no indemnification for Expenses shall be made under this Section 4 in respect
of any Proceeding as to which Indemnitee shall have been adjudged to be liable
to the Corporation, unless and only to the extent that any court in which such
Proceeding was brought 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 indemnity for such expenses as
such court shall deem proper.  Notwithstanding
the foregoing, Indemnitee shall have no right to indemnification for Expenses
and the payment of profits arising from the purchase and sale by Indemnitee of
securities in violation of Section 16(b) of the Securities Exchange Act of
1934, as amended.


 


5.             Indemnification
Prohibited.  Notwithstanding the
provisions of Sections 3 and 4, no indemnification shall be made in connection
with any Proceeding charging improper personal benefit to the Indemnitee,
whether or not involving action in his official capacity, in which he was
adjudged liable on the basis that personal benefit was improperly received by
him.


 


6.             Indemnification
of Expenses of Successful Party. 
Notwithstanding any other provision of this Agreement whatsoever, to the
extent that Indemnitee has been successful on the merits or otherwise
(including a settlement) in defense of any Proceeding or in defense of any
claim, issue or matter therein, including dismissal without prejudice,
Indemnitee shall be indemnified against all Expenses reasonably and actually
incurred in connection therewith.


 


7.             Advances
of Expenses.  The Corporation shall
advance all reasonable Expenses incurred by or on behalf of Indemnitee in
connection with any Proceeding within twenty days after the receipt by the
Corporation of a statement or statements from Indemnitee requesting such
advance or advances from time to time, whether prior to or after final
disposition of such


 


3

















 


Proceeding.  Such statement or statements shall
reasonably evidence the Expenses incurred by Indemnitee and shall include or be
preceded or accompanied by an undertaking by or on behalf of Indemnitee to
repay any Expenses advanced if it shall ultimately be determined that
Indemnitee is not entitled to be indemnified against such Expenses.


 


8.             Procedure
for Determination of Entitlement to Indemnification.


 


(a)           To obtain indemnification under this Agreement, Indemnitee
shall submit to the Corporation 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. 
The Secretary of the Corporation 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 the first sentence of Section
8(a) hereof, a determination, if required by applicable law, with respect to
Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a
Change in Control (as defined in Section 2) shall have occurred, by Independent
Counsel (as defined in Section 2) (unless Indemnitee shall request that such
determination be made by the Board of Directors or the stockholders, in which
case by the person or persons or in the manner provided for in clauses (ii) or
(iii) of this Section 8(b)) in a written opinion to the Board of Directors, a copy
of which shall be delivered to Indemnitee; (ii) if a Change of Control shall
not have occurred, (A) by the Board of Directors by a majority vote of a quorum
consisting of Disinterested Directors (as defined in Section 2), or (B) if a
quorum of the Board of Directors consisting of Disinterested Directors is not
obtainable or, even if obtainable, such quorum of Disinterested Directors so
directs, by Independent Counsel in a written opinion to the Board of Directors,
a copy of which shall be delivered to Indemnitee or (C) by the stockholders of
the Corporation; or (iii) as provided in Section 9(b) of this Agreement; and,
if it is so determined that Indemnitee is entitled to indemnification, payment
to Indemnitee shall be made within ten (10) 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 to such
determination.  Any costs or expenses
(including reasonable attorney’s fees and disbursements) incurred by Indemnitee
in so cooperating with the person, persons or entity making such determination
shall be borne by the Corporation (irrespective of the determination as to
Indemnitee’s entitlement to indemnification) and the Corporation hereby
indemnifies and agrees to hold Indemnitee harmless therefrom.


 


(c)           In the event the
determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 8(b) hereof, the Independent Counsel shall be
selected as provided in this Section 8(c). 
If a Change of Control shall not have occurred, the Independent Counsel
shall be selected by the Board of Directors, and the Corporation shall give
written notice to Indemnitee advising him of the identity of the Independent Counsel
so selected.  If a Change of Control
shall have occurred, the Independent Counsel shall be selected by Indemnitee
(unless Indemnitee shall request that such selection be made by the Board of


 


4

















 


Directors, in which event the
preceding sentence shall apply), and Indemnitee shall give written notice to
the Corporation advising it of the identity of the Independent Counsel so
selected.  In either event, the Indemnitee
or the Corporation, as the case may be, may, within 7 days after such written
notice of selection shall have been given, deliver to the Corporation or to
Indemnitee, as the case may be, a written objection to such selection.  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 of this Agreement, and the
objection shall set forth with particularity the factual basis of such
assertion.   If such written objection
is made, the Independent Counsel so selected may not serve as Independent
Counsel unless and until a court has determined that such objection is without
merit.  If, within 20 days after
submission by Indemnitee of a written request for indemnification pursuant to
Section 8(a) hereof, no Independent Counsel shall have been selected and not
objected to, either the Corporation or Indemnitee may petition the Court of
Chancery of the State of Delaware or other court of competent jurisdiction for
resolution of any objection which shall have been made by the Corporation or
Indemnitee to the other’s selection of Independent Counsel and/or for the
appointment as Independent Counsel of a person selected by the Court or by such
other person as the Court shall designate, and the person with respect to whom
an objection is so resolved or the person so appointed shall act as Independent
Counsel under Section 8(b) hereof.  The
Corporation shall pay any and all reasonable fees and expenses of Independent
Counsel incurred by such Independent Counsel in connection with acting pursuant
to Section 8(b) hereof, and the Corporation shall pay all reasonable fees and
expenses incident to the procedures of this Section 8(c), regardless of the
manner in which such Independent Counsel was selected or appointed.  Upon the due commencement of any judicial
proceeding pursuant to Section 11(a)(iii) 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).


 


9.             Presumptions
and Effect of Certain Proceedings.


 


(a)           If a Change of
Control shall have occurred, in making a determination with respect to
entitlement to indemnification hereunder, the person or persons or entity making
such determination shall presume that Indemnitee is entitled to indemnification
under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 8(a) of this Agreement, and the Corporation shall
have the burden of proof to overcome that presumption in connection with the
making by any person, persons or entity of any determination contrary to that
presumption.


 


(b)           If the person,
persons or entity empowered or selected under Section 8 of this Agreement to
determine whether Indemnitee is entitled to indemnification shall not have made
a determination within 60 days after receipt by the Corporation of the request
therefor, the requisite determination of entitlement to indemnification shall
be deemed to have been made and Indemnitee shall be entitled to such
indemnification, 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; provided,
however, that such 60-day period may be extended for a reasonable time, not to
exceed an additional 30 days, 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


 


5

















 


information relating thereto;
and provided, further, that the foregoing provisions of this Section 9(b) shall
not apply (i) if the determination of entitlement to indemnification is to be
made by the stockholders pursuant to Section 8(b) of this Agreement and if (A)
within 15 days after receipt by the Corporation of the request for such
determination the Board of Directors has resolved to submit such determination
to the stockholders for their consideration at an annual meeting thereof to be
held within 75 days after such receipt and such determination is made thereat,
or (B) a special meeting of stockholders is called within 15 days after such
receipt for the purpose of making such determination, such meeting is held for
such purpose within 60 days after having been so called and such determination
is made thereat; or (ii) if the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section 8(b) of this
Agreement.


 


(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 unlawful.


 


10.           Notification and Defense of Claim.  Promptly after receipt by Indemnitee of
notice of the commencement of any Proceeding, Indemnitee will, if a claim in
respect thereof is to be made against the Corporation under this Agreement,
notify the Corporation of the commencement thereof; but the omission so to
notify the Corporation will not relieve it from any liability which it may have
to Indemnitee otherwise than under this Agreement.  With respect to any Proceeding as to which Indemnitee notifies
the Corporation of the commencement thereof:


 


(a)           the Corporation will be entitled to
participate therein at its own expense;


 


(b)           Except as otherwise provided below,
to the extent that it may wish, the Corporation jointly with any other
indemnifying party similarly notified will be entitled to assume the defense
thereof, with counsel reasonably satisfactory to Indemnitee.  After notice from the Corporation to
Indemnitee of its election to assume the defense thereof, the Corporation will
not be liable to Indemnitee under this Agreement for any Expenses subsequently
incurred by Indemnitee in connection with the defense thereof other than
reasonable costs of investigation or as otherwise provided below.  Indemnitee shall have the right to employ
his or her own counsel in such Proceeding, but the Expenses associated with the
employment of such counsel incurred after notice from the Corporation of its
assumption of the defense thereof shall be at the expense of Indemnitee unless
(i) the employment of counsel by Indemnitee has been authorized by the
Corporation, (ii) Indemnitee shall have reasonably concluded that there may be
a conflict of interest between the Corporation and Indemnitee in the conduct of
the defense of such Proceeding or (iii) the Corporation shall not in fact have
employed counsel to assume the defense of such Proceeding, in each of which
cases the Expenses of Indemnitee’s separate counsel shall be at the expense of
the Corporation.  The Corporation shall
not be entitled to assume the defense of any Proceeding brought by or on behalf
of Corporation or as to which Indemnitee shall have made the conclusion
provided for in (ii) above; and


 


(c)           Provided there has been no Change of
Control, the Corporation shall not be liable to indemnify Indemnitee under this
Agreement for any amounts paid in settlement of any Proceeding effected without
its written consent, which consent shall not be unreasonably


 


6

















 


withheld.  The Corporation shall be permitted to settle
any Proceeding except that it shall not settle any Proceeding in any manner
that would impose any penalty, out-of-pocket liability, or limitation on
Indemnitee without Indemnitee’s written consent.


 


11.           Remedies
of Indemnitee.


 


(a)           In the event that (i) a determination
is made pursuant to Section 8 of this Agreement that Indemnitee is not entitled
to indemnification under this Agreement, (ii) advancement of Expenses is not
timely made pursuant to Section 7 of this Agreement, (iii) the determination of
entitlement to indemnification is to be made by Independent Counsel pursuant to
Section 8(b) of this Agreement and such determination shall not have been made
and delivered in a written opinion within 90 days after receipt by the
Corporation of the request for indemnification, or (iv) payment of
indemnification is not made within ten (10) days after a determination has been
made that Indemnitee is entitled to indemnification or such determination is
deemed to have been made pursuant to Section 8 or 9 of this Agreement,
Indemnitee shall be entitled to an adjudication in an appropriate court of the
State of Delaware, or in any other court of competent jurisdiction, of his
entitlement to such indemnification of advancement of Expenses.


 


(b)           In the event that a determination
shall have been made pursuant to Section 8 of this Agreement that Indemnitee is
not entitled to indemnification, any judicial proceeding commenced pursuant to
this Section 11 shall be conducted in all respects as a de novo trial on the
merits and Indemnitee shall not be prejudiced by reason of that adverse
determination.  If a Change of Control
shall have occurred, in any judicial proceeding commenced pursuant to this
Section 10 the Corporation shall have the burden of proving that Indemnitee is
not entitled to indemnification or advancement of Expenses, as the case may be.


 


(c)           If a determination shall have been
made or deemed to have been made pursuant to Section 8 or 9 of this Agreement
that Indemnitee is entitled to indemnification, the Corporation shall be bound
by such determination in any judicial proceeding commenced pursuant to this
Section 11, 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 Corporation shall be precluded
from asserting in any judicial proceeding commenced pursuant to this Section 11
that the procedures and presumptions of this Agreement are not valid, binding
and enforceable and shall stipulate in any such court that the Corporation is
bound by all the provisions of this Agreement.


 


(e)           In the event that
Indemnitee, pursuant to this Section 11, seeks a judicial adjudication to
enforce his rights under, or to recover damages for breach of, this Agreement,
Indemnitee shall be entitled to recover from the Corporation, and shall be
indemnified by the Corporation against, any and all expenses (of the types
describe in the definition of Expenses in Section 2 of this Agreement) actually
and reasonably incurred by him in such judicial adjudication, but only if he
prevails therein.  If it shall be
determined in said judicial adjudication that Indemnitee is entitled to receive
part but not all of the indemnification or advancement or expenses sought, the
expenses incurred by Indemnitee in connection with judicial adjudication shall
be appropriately prorated.


 


7

















 


12.           Non-Exclusivity;
Survival of Rights; Insurance; Subrogation.


 


(a)           Notwithstanding any
other provision of this Agreement, the Corporation hereby agrees to indemnify
the Indemnitee to the full extent permitted by law, whether or not such
indemnification is specifically authorized by the other provisions of this
Agreement, the Corporation’s Certificate of Incorporation, the Bylaws, or by
statute.  In the event of any changes,
after the date of this Agreement, in any applicable law, statute, or rule that
expand the right of a Delaware corporation to indemnify a member of its board
of directors or any officer, such changes shall be, ipso  facto,
within the purview of Indemnitee’s rights, and Corporation’s obligations, under
this Agreement.  In the event of any
changes in any applicable law, statute, or rule that narrow the right of a
Delaware corporation to indemnify a member of its board of directors or any
officer, such changes, to the extent not otherwise required by such law,
statute or rule to be applied to this Agreement, shall have no effect on this
Agreement or the parties’ rights and obligations hereunder.


 


(b)           The indemnification provided by this
Agreement shall not be deemed exclusive of any other rights to which Indemnitee
may be entitled under the Certificate of Incorporation, the Bylaws, any
agreement, any vote of stockholders or disinterested directors, the laws of the
State of Delaware, or otherwise, both as to action in his official capacity and
as to action in another capacity while holding such office.


 


(c)           To the extent that the Corporation
maintains an insurance policy or policies providing liability insurance for
directors, officers, employees, agents or fiduciaries of the Corporation or of
any other corporation, partnership, limited liability company, joint venture,
trust, employee benefit plan or other enterprise which such person serves at
the request of the Corporation, Indemnitee shall be covered by such policy or
policies in accordance with its or their terms to the maximum extent of the
coverage available for any such director, officer, employee or agent under such
policy or policies.


 


(d)           In the event of any payment under
this Agreement, the Corporation 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 Corporation to bring
suit to enforce such rights.


 


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


 


13.           Duration
of Agreement.  This Agreement shall
continue until and terminate upon the later of: (a) 10 years after the date
that Indemnitee shall have ceased to serve as a director, or (b) the final
termination of all pending Proceedings 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 11 of this Agreement
relating thereto.


 


14.           Exception
to Right of Indemnification or Advancement of Expenses.  Notwithstanding any other provision of this
Agreement, Indemnitee shall not be entitled to indemnification or advancement
of Expenses under this Agreement with respect to any Proceeding, or any claim
therein, brought or made by him against the Corporation


 


8

















 


15.           Partial
Indemnification.  If Indemnitee is
entitled under any provision of this Agreement to indemnification by the
Corporation for some or a portion of the Expenses, judgments, fines or
penalties actually and reasonably incurred by him in the investigation,
defense, appeal or settlement of any Proceeding, but not, however, for the
total amount thereof, the Corporation shall nevertheless indemnify Indemnitee
for the portion of such Expenses, judgments, fines or penalties to which
Indemnitee is entitled.  Moreover,
notwithstanding any other provision of this Agreement, to the extent that
Indemnitee has been successful on the merits or otherwise in defense of any or
all claims, issues or matters relating in whole or in part to an indemnifiable
event, occurrence or matter hereunder, including dismissal without prejudice,
Indemnitee shall be indemnified against all Expenses incurred in connection
with such defenses.


 


16.           Effect
of Federal Law.  Both the Corporation
and the Indemnitee acknowledge that in certain instances, federal law will
override Delaware law and prohibit the Corporation from indemnifying its
offices and directors.  For example, the
Corporation and Indemnitee acknowledge that the Securities and Exchange
Commission has taken the position that indemnification is not permissible for
liabilities arising under certain federal securities law, and federal law
prohibits indemnification for certain violations of the Employee Retirement
Income Security Act of 1974, as amended.


 


17.           Saving
Clause.  Nothing in this Agreement
is intended to require or shall be construed as requiring the Corporation to do
or fail to do any act in violation of applicable law.  The provisions of this Agreement (including any provision within
a single section, paragraph or sentence) shall be severable in accordance with
this Section 17.  If this Agreement or
any portion thereof shall be invalidated on any ground by any court of competent
jurisdiction, the Corporation shall nevertheless indemnify Indemnitee as to
Expenses, judgments, fines and penalties with respect to any Proceeding to the
full extent permitted by any applicable portion of this Agreement that shall
not have been invalidated or by any other applicable law, and this Agreement
shall remain enforceable to the fullest extent permitted by law.


 


18.           Notice.  All notices, request, 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, 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:


 


 


 


(b)           If to the
Corporation to:      


 


SafeNet, Inc.


8029 Corporate
Drive


 


9

















 


Baltimore, MD
21236


Attn: Office of
the Secretary


 


or such address as may
have been furnished to Indemnitee by the Corporation or to the Corporation by
Indemnitee, as the case may be.


 


19.           Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall constitute the original.


 


20.           Applicable Law.  This Agreement shall be governed by and
construed in accordance with the substantive laws of the State of Delaware
without giving effect to its rules of conflicts of laws.


 


21.           Successors and
Assigns.  This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the parties and
their respective successors and assigns (including any direct or indirect
successors by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of the Corporation), spouses,
heirs, and personal and legal representatives. 
The Corporation 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 Corporation, 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 Corporation would be required to perform if no such
succession had taken place.


 


22.           Subsequent
Instruments and Acts.  The parties
hereto agree that they will execute any further instrument and perform any acts
that may become necessary from time to time to carry out the terms of this
Agreement.


 


23.           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 shall such
waiver constitute a continuing waiver.


 


24.           Notice
by Indemnitee.  Indemnitee agrees
promptly to notify the Corporation in writing upon being served with any
summons, citation, subpoena, complaint, indictment, information or other documents
relating to any Proceeding or matter which may be subject to Indemnification or
advancement of Expenses covered hereunder.


 


25.           Miscellaneous.  Use of the masculine pronoun shall be deemed
to include usage of the feminine pronoun where appropriate.


 


10

















 


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


 


	
   

  	
  SAFENET, INC.

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  , Authorized Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INDEMNITEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed Name

  
					



 


11