Exhibit 10.1


 


INDEMNIFICATION
AGREEMENT


 


THIS
INDEMNIFICATION AGREEMENT (the “Agreement”)
is made and entered into as of
                  ,
2010 between ERICKSON AIR-CRANE INCORPORATED, a Delaware corporation (the “Company”), and
                            
(“Indemnitee”).


 


RECITALS


 


A.                                   Highly competent persons have become more
reluctant to serve corporations as directors or officers unless they are
provided with adequate protection through insurance or adequate indemnification
against inordinate risks of claims and actions against them arising out of
their service to and activities on behalf of the corporation;


 


B.                                     The Board of Directors of the Company
(the “Board”) has determined that,
in order to attract and retain qualified individuals, the Company will attempt
to maintain on an ongoing basis, at its sole expense, liability insurance to
protect persons serving the Company and its subsidiaries from certain
liabilities.  Although the furnishing of
such insurance has been a customary and widespread practice among United
States-based corporations and other business enterprises, the Company believes
that, given current market conditions and trends, such insurance may be
available to it in the future only at higher premiums and with more exclusions.  At the same time, directors and officers, of
corporations or business enterprises are being increasingly subjected to
expensive and time-consuming litigation relating to, among other things,
matters that traditionally would have been brought only against the Company or
business enterprise itself.  The Amended
and Restated Bylaws (“Bylaws”) and
Second Amended and Restated Certificate of Incorporation (“Certificate
of Incorporation”) of the Company require indemnification of the
officers and directors of the Company.  Indemnitee may also be entitled to
indemnification pursuant to the General Corporation Law of the State of
Delaware (“DGCL”).  The Bylaws and Certificate of Incorporation
and the DGCL expressly provide that the indemnification provisions set forth
therein are not exclusive, and thereby contemplate that contracts may be
entered into between the Company and members of the board of directors,
officers and other persons with respect to indemnification;


 


C.                                     The uncertainties relating to such
insurance and to indemnification have increased the difficulty of attracting
and retaining such persons;


 


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


 


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


 


F.                                      This Agreement is a supplement to and in
furtherance of the Bylaws and Certificate of Incorporation of the Company and
any resolutions adopted pursuant thereto, and 


 

















 


shall not be deemed a
substitute therefor, nor to diminish or abrogate any rights of Indemnitee
thereunder; and


 


G.                                     Indemnitee does not regard the protection
available under the Company’s Bylaws and Certificate of Incorporation and
insurance as adequate in the present circumstances, and may not be willing to
serve as an officer or director without adequate protection, and the Company
desires Indemnitee to serve in such capacity. 
Indemnitee is willing to serve, continue to serve and to take on
additional service for or on behalf of the Company on the condition that he be
so indemnified.


 


AGREEMENT


 


The
parties hereto agree as follows:


 


1.                                       Indemnity of Indemnitee. 
The Company hereby agrees to hold harmless and indemnify Indemnitee to
the fullest extent permitted by law, as such may be amended from time to
time.  In furtherance of the foregoing
indemnification, and without limiting the generality thereof:


 


(a)                                  Proceedings Other Than Proceedings by or
in the Right of the Company.  Indemnitee
shall be entitled to the rights of indemnification provided in this Section l(a) if,
by reason of his Corporate Status (as defined in Section 13 of this
Agreement), the Indemnitee is, or is threatened to be made, a party to or
participant in any Proceeding (as defined in Section 13 of this
Agreement) other than a Proceeding by or in the right of the Company.  Pursuant to this Section 1(a),
Indemnitee shall be indemnified against all Expenses (as defined in Section 13
of this Agreement), judgments, penalties, and fines actually and reasonably
incurred by him, or on his behalf, in connection with such Proceeding or any
claim, issue or matter therein, if the Indemnitee acted in good faith and in a
manner the Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company, and with respect to any criminal Proceeding, had no
reasonable cause to believe the Indemnitee’s conduct was unlawful.


 


(b)                                 Proceedings by or in the Right of the
Company.  Indemnitee shall be entitled to the rights of
indemnification provided in this Section 1(b) if, by reason of
his Corporate Status, the Indemnitee is, or is threatened to be made, a party
to or participant in any Proceeding brought by or in the right of the
Company.  Pursuant to this Section 1(b),
Indemnitee shall be indemnified against all Expenses (but excluding amounts
paid in settlement by or on behalf of the Indemnitee) actually and reasonably
incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with
such Proceeding if the Indemnitee acted in good faith and in a manner the
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company; provided, however, if applicable law so provides, no
indemnification against such Expenses shall be made in respect of any claim,
issue or matter in such Proceeding as to which Indemnitee shall have been
finally adjudged, in a judgment not subject to appeal, to be liable to the
Company by a court of competent jurisdiction, unless and only to the extent
that the 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, such person is fairly and reasonably entitled to
indemnity for such amounts which the court shall deem proper.


 


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(c)                                  Indemnification for Expenses of a Party
Who is Wholly or Partly Successful.  Notwithstanding
any other provision of this Agreement, to the extent that Indemnitee is, by
reason of his Corporate Status, a party to and is successful, on the merits or
otherwise, in any Proceeding, he shall be indemnified to the maximum extent
permitted by law, as such may be amended from time to time, against all
Expenses actually and reasonably incurred by him or on his 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 against all Expenses actually and
reasonably incurred by him or on his behalf in connection with each
successfully resolved claim, issue or matter. 
For purposes of this Section 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.


 


2.                                       Additional Indemnity. 
In addition to, and without regard to any limitations on, the
indemnification provided for in Section 1 of this Agreement, the
Company shall and hereby does indemnify and hold harmless Indemnitee against
all Expenses, judgments, penalties, and fines actually and reasonably incurred
by him or on his behalf if, by reason of his Corporate Status, he is, or is
threatened to be made, a party to or participant in any Proceeding (including a
Proceeding by or in the right of the Company), including, without limitation,
all liability arising out of the negligence or active or passive wrongdoing of
Indemnitee.  The only limitation that
shall exist upon the Company’s obligations pursuant to this Agreement shall be
that the Company shall not be obligated to make any payment to Indemnitee that
is finally determined (under the procedures, and subject to the presumptions,
set forth in Sections 6 and 7 hereof) to be unlawful.


 


3.                                       Contribution.


 


(a)                                  Whether or not the indemnification
provided in Sections 1 and 2 hereof is available, in respect of
any threatened, pending or completed action, suit or proceeding in which the
Company is jointly liable with Indemnitee (or would be if joined in such
action, suit or proceeding), the Company shall pay, in the first instance, the
entire amount of any judgment or settlement of such action, suit or proceeding
without requiring Indemnitee to contribute to such payment and the Company
hereby waives and relinquishes any right of contribution it may have against
Indemnitee.  The Company shall not enter
into any settlement of any action, suit or proceeding in which the Company is
jointly liable with Indemnitee (or would be if joined in such action, suit or
proceeding) unless such settlement provides for a full and final release of all
claims asserted against Indemnitee.


 


(b)                                 Without diminishing or impairing the
obligations of the Company set forth in the preceding subparagraph, if, for any
reason, Indemnitee shall elect or be required to pay all or any portion of any
judgment or settlement in any threatened, pending or completed action, suit or
proceeding in which the Company is jointly liable with Indemnitee (or would be
if joined in such action, suit or proceeding), the Company shall contribute to
the amount of Expenses, judgments and fines actually and reasonably incurred
and paid or payable by Indemnitee in proportion to the relative benefits
received by the Company and all officers, directors or employees of the
Company, other than Indemnitee, who are jointly liable with Indemnitee (or
would be if joined in such action, suit or proceeding), on the one hand, and 


 


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Indemnitee, on the
other hand, from the transaction from which such action, suit or proceeding
arose; provided, however, that the proportion determined on the basis of
relative benefit may, to the extent necessary to conform to law, be further
adjusted by reference to the relative fault of the Company and all officers,
directors or employees of the Company other than Indemnitee who are jointly
liable with Indemnitee (or would be if joined in such action, suit or
proceeding), on the one hand, and Indemnitee, on the other hand, in connection
with the events that resulted in such Expenses, judgments or fines, as well as
any other equitable considerations which applicable law may require to be
considered.  The relative fault of the
Company and all officers, directors or employees of the Company, other than
Indemnitee, who are jointly liable with Indemnitee (or would be if joined in
such action, suit or proceeding), on the one hand, and Indemnitee, on the other
hand, shall be determined by reference to, among other things, the degree to
which their actions were motivated by intent to gain personal profit or
advantage, the degree to which their liability is primary or secondary and the
degree to which their conduct is active or passive.


 


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


 


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


 


4.                                       Indemnification for Expenses of a Witness. 
Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of his Corporate Status, a witness, or is made
(or asked to) respond to discovery requests, in any Proceeding to which
Indemnitee is not a party, he shall be indemnified against all Expenses
actually and reasonably incurred by him or on his behalf in connection
therewith.


 


5.                                       Advancement of Expenses. 
Notwithstanding any other provision of this Agreement, the Company shall
advance all Expenses incurred by or on behalf of Indemnitee in connection with
any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30)
days after the receipt by the Company 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 Proceeding.  Such statement or statements shall reasonably
evidence the Expenses incurred by Indemnitee and shall include or be preceded
or accompanied by a written 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.  Any advances and undertakings to repay
pursuant to this Section 5 shall be unsecured, interest free and
without 


 


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regard to either
Indemnitee’s ability to repay the expenses or  Indemnitee’s
ultimate entitlement to indemnification under the other provisions of this
Agreement. The right to advances under this Section shall continue until
final disposition of any proceeding, including any appeal therein


 


6.                                       Procedures and Presumptions for
Determination of Entitlement to Indemnification.  It is the
intent of this Agreement to secure for Indemnitee rights of indemnity that are
as favorable as may be permitted under the DGCL and public policy of the State
of Delaware.  Accordingly, the parties
agree that the following procedures and presumptions shall apply in the event
of any question as to whether Indemnitee is entitled to indemnification under
this Agreement:


 


(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.  The Secretary of the Company shall, promptly
upon receipt of such a request for indemnification, advise the Board in writing
that Indemnitee has requested indemnification. 
Notwithstanding the foregoing, any failure of Indemnitee to provide such
a request to the Company, or to provide such a request in a timely fashion,
shall not relieve the Company of any liability that it may have to Indemnitee
unless, and to the extent that, such failure actually and materially prejudices
the interests of the Company.


 


(b)                                 Upon written request by Indemnitee for
indemnification pursuant to the first sentence of Section 6(a) hereof,
a determination with respect to Indemnitee’s entitlement thereto shall be made
in the specific case by one of the following four methods, which shall be at
the election of the Board:  (1) by a
majority vote of the Disinterested Directors (as defined in Section 13
of this Agreement), even though less than a quorum, (2) by a committee of
Disinterested Directors designated by a majority vote of the Disinterested
Directors, even though less than a quorum, (3) by Independent Counsel (as
defined in Section 13 of this Agreement) in a written opinion to
the Board, a copy of which shall be delivered to the Indemnitee, or (4) by
the stockholders of the Company.


 


(c)                                  If the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof,
the Independent Counsel shall be selected as provided in this Section 6(c).  The Independent Counsel shall be selected by
the mutual agreement between Indemnitee and the Board of Directors. If
Indemnitee and the Company cannot agree on the selection of an Independent
Counsel, either the Company or Indemnitee may petition the Court of Chancery of
the State of Delaware or other court of competent jurisdiction 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 so appointed shall
act as Independent Counsel under Section 6(b) hereof.  The Company shall pay any and all reasonable
fees and expenses of Independent Counsel incurred by such Independent Counsel
in connection with acting pursuant to Section 6(b) hereof, and
the Company shall pay all reasonable fees and expenses incident to the
procedures of this Section 6(c), regardless of the manner in which
such Independent Counsel was selected or appointed.


 


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


 


(e)                                  Indemnitee shall be deemed to have acted
in good faith if Indemnitee’s action is based on the records or books of
account of the Enterprise (as defined in Section 13 of this
Agreement), including financial statements, or on information supplied to
Indemnitee by the officers of the Enterprise in the course of their duties, or
on the advice of legal counsel for the Enterprise or on information or records
given or reports made to the Enterprise by an independent certified public
accountant or by an appraiser or other expert selected with reasonable care by
the Enterprise.  In addition, the
knowledge or actions, or failure to act, of any director, officer, agent or
employee of the Enterprise shall not be imputed to Indemnitee for purposes of
determining the right to indemnification under this Agreement.  Whether or not the foregoing provisions of
this Section 6(e) are satisfied, it shall in any event be
presumed that Indemnitee has at all times acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Company.  Anyone seeking to overcome this
presumption shall have the burden of proof and the burden of persuasion by
clear and convincing evidence.


 


(f)                                    If the person, persons or entity
empowered or selected under Section 6 to determine whether
Indemnitee is entitled to indemnification shall not have made a determination
within forty-five (45) days after receipt by the Company 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 forty-five (45) day period may be
extended for a reasonable time, not to exceed an additional thirty (30) days,
if the person, persons or entity making such determination with respect to
entitlement to indemnification in good faith requires such additional time to
obtain or evaluate documentation and/or information relating thereto; and
provided, further, that the foregoing provisions of this Section 6(g) shall
not apply if the determination of entitlement to indemnification is to be made
by the stockholders pursuant to Section 6(b) of this Agreement
and if (A) within fifteen (15) days after receipt by the Company of the
request for such determination, the Board or the Disinterested Directors, if
appropriate, resolve to submit such determination to the stockholders for their
consideration at an annual meeting thereof to be held within seventy-five (75)
days after such receipt and such determination is made thereat, or (B) a
special meeting of stockholders is called within fifteen (15) days after such
receipt for the purpose of making such determination, such meeting is held for
such purpose within sixty (60) days after having been so called and such
determination is made thereat.


 


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(g)                                 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 Independent Counsel, member of the Board
or stockholder of the Company shall act reasonably and in good faith in making
a determination regarding the Indemnitee’s entitlement to indemnification under
this Agreement.  Any costs or expenses
(including attorneys’ fees and disbursements) incurred by Indemnitee in so
cooperating with the person, persons or entity making such determination shall
be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification) and the Company hereby indemnifies and agrees
to hold Indemnitee harmless therefrom.


 


(h)                                 The Company acknowledges that a
settlement or other disposition short of final judgment may be successful if it
permits a party to avoid expense, delay, distraction, disruption and
uncertainty.  In the event that any
action, claim or proceeding to which Indemnitee is a party is resolved in any
manner other than by adverse judgment against Indemnitee (including, without
limitation, settlement of such action, claim or proceeding with or without
payment of money or other consideration) it shall be presumed that Indemnitee
has been successful on the merits or otherwise in such action, suit or
proceeding.  Anyone seeking to overcome this
presumption shall have the burden of proof and the burden of persuasion by
clear and convincing evidence.


 


(i)                                     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.


 


7.                                       Remedies of Indemnitee.


 


(a)                                  In the event that (i) a
determination is made pursuant to Section 6 of this Agreement that
Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement
of Expenses is not timely made pursuant to Section 5 of this
Agreement, (iii) no determination of entitlement to indemnification is
made pursuant to Section 6(b) of this Agreement within
forty-five (45) days after receipt by the Company of the request for
indemnification, (iv) payment of indemnification is not made pursuant to
this Agreement within ten (10) days after receipt by the Company of a
written request therefor or (v) 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 6 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 Indemnitee’s entitlement to
such indemnification. The Company shall not oppose Indemnitee’s right to seek
any such adjudication.


 


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(b)                                 In the event that a determination shall
have been made pursuant to Section 6(b) of this Agreement that
Indemnitee is not entitled to indemnification, any judicial proceeding
commenced pursuant to this Section 7 shall be conducted in all
respects as a de novo trial on the merits, and Indemnitee shall not be
prejudiced by reason of the adverse determination under Section 6(b).


 


(c)                                  If a determination shall have been made
pursuant to Section 6(b) of this Agreement that Indemnitee is
entitled to indemnification, the Company shall be bound by such determination
in any judicial proceeding commenced pursuant to this Section 7,
absent (i) a misstatement by Indemnitee of a material fact, or an omission
of a material fact necessary to make Indemnitee’s misstatement not materially
misleading in connection with the application for indemnification, or (ii) a
prohibition of such indemnification under applicable law.


 


(d)                                 In the event that Indemnitee, pursuant to
this Section 7, seeks a judicial adjudication of his rights under,
or to recover damages for breach of, this Agreement, or to recover under any
directors’ and officers’ liability insurance policies maintained by the
Company, the Company shall pay on his behalf, in advance, any and all Expenses
actually and reasonably incurred by him in such judicial adjudication,
regardless of whether Indemnitee ultimately is determined to be entitled to
such indemnification, advancement of expenses or insurance recovery.


 


(e)                                  The Company shall be precluded from
asserting in any judicial proceeding commenced pursuant to this Section 7
that the procedures and presumptions of this Agreement are not valid, binding
and enforceable and shall stipulate in any such court that the Company is bound
by all the provisions of this Agreement. 
The Company shall indemnify Indemnitee against any and all Expenses and,
if requested by Indemnitee, shall (within ten (10) days after receipt by
the Company of a written request therefore) advance, to the extent not
prohibited by law, such Expenses to Indemnitee, which are incurred by
Indemnitee in connection with any action brought by Indemnitee for
indemnification or advance of Expenses from the Company under this Agreement or
under any directors’ and officers’ liability insurance policies maintained by
the Company, regardless of whether Indemnitee ultimately is determined to be
entitled to such indemnification, advancement of Expenses or insurance
recovery, as the case may be.


 


8.                                       Non-Exclusivity; Survival of Rights;
Insurance; Primacy of Indemnification; Subrogation.


 


(a)                                  The rights of indemnification 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 Certificate of
Incorporation, the Bylaws, any agreement, a vote of stockholders, a resolution
of directors or otherwise, of the Company. 
No amendment, alteration or repeal of this Agreement or of any provision
hereof shall limit or restrict any right of Indemnitee under this Agreement in
respect of any action taken or omitted by such Indemnitee in his Corporate
Status prior to such amendment, alteration or repeal.  To the extent that a change in the DGCL, whether
by statute or judicial decision, permits greater indemnification than would be
afforded currently under the Certificate of Incorporation, Bylaws and this
Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy
by this Agreement the greater benefits so 


 


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afforded by such
change.  No right or remedy herein
conferred is intended to be exclusive of any other right or remedy, and every
other right and remedy shall be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other right or remedy.


 


(b)                                 To the extent that the Company maintains
an insurance policy or policies providing liability insurance for directors,
officers, employees, or agents or fiduciaries of the Company or of any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise that such person serves at the request of the Company, 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 director,
officer, employee, agent or fiduciary under such policy or policies.  If, at the time of the receipt of a notice of
a claim pursuant to the terms hereof, the Company has director and officer
liability insurance in effect, the Company shall give prompt notice of the
commencement of such proceeding to the insurers in accordance with the
procedures set forth in the respective policies.  The Company shall thereafter take all
necessary or desirable action to cause such insurers to pay, on behalf of the
Indemnitee, all amounts payable as a result of such proceeding in accordance
with the terms of such policies.


 


(c)                                  The Company hereby acknowledges that
Indemnitee has certain rights to indemnification, advancement of expenses
and/or insurance provided by one or more parties other than the Company or an
affiliate of the Company (collectively, the “Secondary Indemnitors”).  The Company hereby agrees (i) that it is
the indemnitor of first resort (i.e., its obligations to Indemnitee are primary
and any obligation of the Secondary Indemnitors to advance expenses or to
provide indemnification for the same expenses or liabilities incurred by
Indemnitee are secondary), (ii) that it shall be required to advance the
full amount of expenses incurred by Indemnitee and shall be liable for the full
amount of all Expenses, judgments, penalties, fines and amounts paid in
settlement to the extent legally permitted and as required by the terms of this
Agreement and the Certificate of Incorporation or Bylaws of the Company (or any
other agreement between the Company and Indemnitee), without regard to any
rights Indemnitee may have against the Secondary Indemnitors, and, (iii) 
that it irrevocably waives, relinquishes and releases the Secondary Indemnitors
from any and all claims against the Secondary Indemnitors for contribution,
subrogation or any other recovery of any kind in respect thereof.  The Company further agrees that no
advancement or payment by the Secondary Indemnitors on behalf of Indemnitee
with respect to any claim for which Indemnitee has sought indemnification from
the Company shall affect the foregoing and the Secondary Indemnitors shall have
a right of contribution and/or be subrogated to the extent of such advancement
or payment to all of the rights of recovery of Indemnitee against the
Company.  The Company and Indemnitee
agree that the Secondary Indemnitors are express third party beneficiaries of
the terms of this Section 8(c).


 


(d)                                 Except as provided in paragraph (c) above,
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 (other than against the Secondary Indemnitors), who shall execute
all papers required and take all action necessary to secure such rights,
including execution of such documents as are necessary to enable the Company to
bring suit to enforce such rights.


 


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(e)                                  Except as provided in paragraph (c) above,
the Company 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.


 


(f)                                    Except as provided in paragraph (c) above,
the Company’s obligation to indemnify or advance Expenses hereunder to
Indemnitee who is or was serving at the request of the Company as a director,
officer, employee or agent of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise shall be reduced by any amount
Indemnitee has actually received as indemnification or advancement of expenses
from such other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise.


 


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


 


(a)                                  for which payment has actually been made
to or on behalf of Indemnitee under any insurance policy or other indemnity
provision, except with respect to any excess beyond the amount paid under any
insurance policy or other indemnity provision, provided, that the foregoing
shall not affect the rights of Indemnitee or the Secondary Indemnitors set
forth in Section 8(c) above; or


 


(b)                                 for an accounting of profits made from
the purchase and sale (or sale and purchase) by Indemnitee of securities of the
Company within the meaning of Section 16(b) of the Securities
Exchange Act of 1934, as amended, or similar provisions of state statutory law
or common law; or


 


(c)                                  in connection with any Proceeding (or any
part of any Proceeding) initiated by Indemnitee, including any Proceeding (or
any part of any Proceeding) initiated by Indemnitee against the Company or its
directors, officers, employees or other indemnitees, unless (i) the Board
of Directors of the Company authorized the Proceeding (or any part of any
Proceeding) prior to its initiation or (ii) the Company provides the
indemnification, in its sole discretion, pursuant to the powers vested in the
Company under applicable law.


 


10.                                 Duration of Agreement. 
All agreements and obligations of the Company contained herein shall
continue during the period Indemnitee is an officer or director of the Company
(or is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise) and shall continue thereafter so long as Indemnitee shall be
subject to any Proceeding (or any proceeding commenced under Section 7
hereof) by reason of his Corporate Status, whether or not he is acting or
serving in any such capacity at the time any liability or expense is incurred
for which indemnification can be provided under this Agreement.  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
or assets of the Company), assigns, spouses, heirs, executors and personal and
legal representatives.


 


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11.                                 Security.  To the extent
requested by Indemnitee and approved by the Board, the Company may at any time
and from time to time provide security to Indemnitee for the Company’s
obligations hereunder through an irrevocable bank line of credit, funded trust
or other collateral.  Any such security,
once provided to Indemnitee, may not be revoked or released without the prior
written consent of the Indemnitee.


 


12.                                 Enforcement and Binding Effect.


 


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


 


(b)                                 Without limiting any of the rights of
Indemnitee under the Bylaws of the Company as they may be amended from time to
time, this Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral, written and implied, between the parties
hereto with respect to the subject matter hereof.


 


13.                                 Definitions. 
For purposes of this Agreement:


 


(a)                                  “Corporate
Status” describes the status of a person who is or was a director,
officer, employee, agent or fiduciary of the Company or of any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise that such person is or was serving at the express written request of
the Company.


 


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


 


(c)                                  “Enterprise”
shall mean the Company and any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise that Indemnitee is or was
serving at the express written request of the Company as a director, officer,
employee, agent or fiduciary.


 


(d)                                 “Expenses”
shall be broadly construed and shall include, without limitations, direct and
indirect costs of any type or nature whatsoever (including, without limitation,
all attorneys’, witness, or other professional fees and related disbursements,
and other out-of-pocket costs of whatever nature), actually and reasonably
incurred by Indemnitee in connection with the investigation, defense or appeal
of a Proceeding or establishing or enforcing a right to indemnification under
this Agreement, Delaware Law or otherwise, and amounts paid in settlement by or
on behalf of Indemnitee, but shall not include any judgments, fines or
penalties actually levied against Indemnitee for such individual’s violations
of law. 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, supersede as bond, or
other appeal bond or its equivalent.


 


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(e)                                  “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 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 the
Proceeding giving rise to a claim for indemnification hereunder.  Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement. 
The Company agrees to pay the reasonable fees of the Independent Counsel
referred to above and to fully indemnify such counsel against any and all
Expenses, claims, liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto.


 


(f)                                    “Proceeding”
shall be broadly construed and shall include, without limitation, any
threatened, pending or completed action, suit, arbitration, alternate dispute
resolution mechanism, investigation, inquiry, administrative hearing or any
other actual, threatened or completed proceeding, whether brought by or in the
right of the Company or otherwise and whether civil, criminal, administrative
or investigative, in which Indemnitee was, is or will be involved as a party or
otherwise, by reason of the fact that Indemnitee is or was an officer or
director of the Company, by reason of any action taken by him or of any
inaction on his part while acting as an officer or director of the Company, or
by reason of the fact that he is or was serving at the request of the Company
as a director, officer, employee, agent or fiduciary of another corporation,
partnership, 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 can be provided under this
Agreement; including one pending on or before the date of this Agreement, but
excluding one initiated by an Indemnitee pursuant to Section 7 of
this Agreement to enforce his rights under this Agreement.


 


14.                                 Severability. The invalidity or unenforceability of
any provision hereof shall in no way affect the validity or enforceability of
any other provision.  Without limiting
the generality of the foregoing, this Agreement is intended to confer upon
Indemnitee indemnification rights to the fullest extent permitted by applicable
laws.  In the event any provision hereof
conflicts with any applicable law, such provision shall be deemed modified,
consistent with the aforementioned intent, to the extent necessary to resolve
such conflict.


 


15.                                 Modification and Waiver. 
No supplement, modification, termination 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.


 


16.                                 Notice By Indemnitee. 
Indemnitee agrees promptly to notify the Company in writing upon being
served with or otherwise receiving any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding or matter
which may be subject to indemnification covered hereunder.  The failure to so notify the Company shall
not relieve the Company of any obligation which it may have to Indemnitee 


 


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under this
Agreement or otherwise unless and only to the extent that such failure or delay
materially prejudices the Company.


 


17.                                 Notices.  All notices
and other communications given or made pursuant to this Agreement shall be in
writing and shall be deemed effectively given: 
(a) upon personal delivery to the party to be notified, (b) when
sent by confirmed electronic mail or facsimile if sent during normal business
hours of the recipient, and if not so confirmed, then on the next business day,
(c) three (3) days after having been sent by registered or certified
mail, return receipt requested, postage prepaid, or (d) one (1) day
after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written verification of receipt.  All communications shall be sent:


 


(a)                                  To Indemnitee at the address set forth
below Indemnitee’s signature hereto.


 


(b)                                 To the Company at:


 


5550 SW Macadam
Avenue, Suite 200

Portland, Oregon 97239

Attention: General Counsel


 


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


 


18.                                 Counterparts. 
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same Agreement.  This
Agreement may also be executed and delivered by facsimile signature and in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.


 


19.                                 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.


 


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


 


[signature page follows]


 


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


 


 


	
   

  	
  ERICKSON
  AIR-CRANE INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Udo Rieder

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  INDEMNITEE

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


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