exhibit1016.htm


    Indemnification
Agreement

    


    This Indemnification Agreement
("AGREEMENT") is made as of this_____ day of ________ , 2010, by and between AVX
Corporation, a Delaware corporation (the "COMPANY"), and
___________________________________ ("INDEMNITEE").

    


    WHEREAS, the Company and
Indemnitee recognize the significant cost of directors' and officers' liability
insurance and the general reductions in the coverage of such
insurance;

    


    WHEREAS, The Company's
Certificate of Incorporation (the "Certificate of Incorporation" ) authorizes
the Company to provide indemnification of agents for breach of duty to the
Company and its stockholders through bylaw provisions or through agreements with
the agents, or otherwise, to the extent provided therein,

    


    WHEREAS,  The
Company' s bylaws (the "Bylaws" ) require that the Company indemnify its
directors, and empowers the Company to indemnify its officers, employees and
agents, as authorized by the Delaware General Corporation Law, as amended (the
"Code" ), under which the Company is organized, and such Bylaws expressly
provide that the indemnification provided therein is not exclusive and
contemplate that the Company may enter into separate agreements with its
directors, officers and other persons to set forth specific indemnification
provisions.

    


    WHEREAS,  Indemnitee
does not regard the protection currently provided by applicable law, the
Company' s Certificate of Incorporation, the Company' s Bylaws and available
insurance as adequate, and the Company has determined that Indemnitee and other
directors, officers, employees and agents of the Company may not be willing to
serve or continue to serve in such capacities without additional
protection.

    


    WHEREAS, the Company and
Indemnitee further recognize the substantial increase in corporate litigation in
general, subjecting officers and directors to expensive litigation risks at the
same time as the coverage of liability insurance has been changing over time;
and

    


    WHEREAS, the Company desires
to attract and retain the services of highly qualified individuals, such as
Indemnitee, to serve as officers and directors of the Company and to indemnify
its officers and directors so as to provide them with the maximum protection
permitted by law.

    


    NOW, THEREFORE, in
consideration for Indemnitee's services as an officer or director of the
Company, the Company and Indemnitee hereby agree as follows:

    


    1. INDEMNIFICATION.

    


    
      	
               
      

            	
              (a)

            	
              Third Party
      Proceedings. The Company shall indemnify Indemnitee if Indemnitee
      is or was a party or is threatened to be made a party to any threatened,
      pending or completed action, suit, proceeding or any alternative dispute
      resolution mechanism, whether civil, criminal, administrative or
      investigative (other than an action by or in the right of the Company) by
      reason of the fact that Indemnitee is or was a director, officer, employee
      or agent of the Company, or any subsidiary of the Company, or by reason of
      the fact that Indemnitee 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, against expenses
      (including attorneys' fees), judgments, fines and amounts paid in
      settlement (if such settlement is approved in advance by the Company,
      which approval shall not be unreasonably withheld) actually and reasonably
      incurred by Indemnitee in connection with such action, suit or proceeding
      if Indemnitee acted in good faith and in a manner Indemnitee reasonably
      believed to be in or not opposed to the best interests of the Company,
      and, with respect to any criminal action or proceeding, had no reasonable
      cause to believe Indemnitee's conduct was unlawful. The termination of any
      action, suit or proceeding by judgment, order, settlement, conviction, or
      upon a plea of nolo contendere or its equivalent, shall not, of itself,
      create a presumption that Indemnitee did not act in good faith and in a
      manner which Indemnitee reasonably believed to be in or not opposed to the
      best interests of the Company, and, with respect to any criminal action or
      proceeding, had reasonable cause to believe that Indemnitee's conduct was
      unlawful.

            


    

    
      
        

      

    

    
    

    
      	
               
      

            	
              (b)

            	
              Proceedings By or in the Right
      of the Company. The Company shall indemnify Indemnitee if
      Indemnitee was or is a party or is threatened to be made a party to any
      threatened, pending or completed action or suit by or in the right of the
      Company or any subsidiary of the Company to procure a judgment in its
      favor by reason of the fact that Indemnitee is or was a director, officer,
      employee or agent of the Company, or any subsidiary of the Company, or by
      reason of the fact that Indemnitee 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, against expenses
      (including attorneys' fees) and, to the fullest extent permitted by law,
      amounts paid in settlement actually and reasonably incurred by Indemnitee
      in connection with the defense or settlement of such action or suit if
      Indemnitee acted in good faith and in a manner Indemnitee reasonably
      believed to be in or not opposed to the best interests of the Company,
      except that no indemnification shall be made in respect of any claim,
      issue or matter as to which Indemnitee shall have been adjudged to be
      liable to the Company unless and only to the extent that the Court of
      Chancery of the State of Delaware or the court in which such action or
      suit was brought shall determine upon application that, despite the
      adjudication of liability but in view of all the circumstances of the
      case, Indemnitee is fairly and reasonably entitled to indemnity for such
      expenses which the Court of Chancery of the State of Delaware or such
      other court shall deem proper.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Mandatory Payment of
      Expenses. To the extent that Indemnitee has been successful on the
      merits or otherwise in defense of any action, suit or proceeding referred
      to in Subsections (a) and (b) of this Section 1, or in defense of any
      claim, issue or matter therein, Indemnitee shall be indemnified against
      expenses (including attorneys' fees) actually and reasonably incurred by
      Indemnitee in connection therewith.

            


    

    


    2. CONSIDERATION. The Company
acknowledges that good and valuable consideration, including services as an
officer or director has been received from the Indemnitee.

    


    3. EXPENSES; INDEMNIFICATION
PROCEDURE.

    


    
      	
               
      

            	
              (a)

            	
              Advancement of
      Expenses. The Company shall advance all expenses incurred by
      Indemnitee in connection with the investigation, defense, settlement or
      appeal of any civil or criminal action, suit or proceeding referenced in
      Section 1(a) or (b) hereof (but not amounts actually paid in settlement of
      any such action, suit or proceeding). Indemnitee hereby undertakes to
      repay such amounts advanced only if, and to the extent that, it shall
      ultimately be determined that Indemnitee is not entitled to be indemnified
      by the Company as authorized hereby. The advances to be made hereunder
      shall be paid by the Company to Indemnitee within thirty (30) days
      following delivery of a written request therefor by Indemnitee to the
      Company.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Notice/Cooperation by
      Indemnitee. Indemnitee shall, as a condition precedent to his right
      to be indemnified under this Agreement, give the Company notice in writing
      as soon as practicable of any claim made against Indemnitee for which
      indemnification will or could be sought under this Agreement. Notice to
      the Company shall be directed to the Secretary of the Company at the
      address shown on the signature page of this Agreement (or such other
      address as the Company shall designate in writing to Indemnitee). Notice
      shall be deemed received three business days after the date postmarked if
      sent by domestic certified or registered mail, properly addressed, five
      business days if sent by airmail to a country outside of North America;
      otherwise notice shall be deemed received when such notice shall actually
      be received by the Company. In addition, Indemnitee shall give the Company
      such information and cooperation as it may reasonably require and as shall
      be within Indemnitee's power.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (c)

            	
              Procedure. Any
      indemnification and advances provided for in Section 1 and this Section 3
      shall be made no later than thirty (30) days after receipt of the written
      request of Indemnitee. If a claim under this Agreement, under any statute,
      or under any provision of the Company's Certificate of Incorporation or
      Bylaws providing for indemnification, is not paid in full by the Company
      within thirty (30) days after a written request for payment thereof has
      first been received by the Company, Indemnitee may, but need not, at any
      time thereafter bring an action against the Company to recover the unpaid
      amount of the claim and, subject to Section 14 of this Agreement,
      Indemnitee shall also be entitled to be paid for the expenses (including
      attorneys' fees) of bringing such action. It shall be a defense to any
      such action (other than an action brought to enforce a claim for expenses
      incurred in connection with any action, suit or proceeding in advance of
      its final disposition) that Indemnitee has not met the standards of
      conduct which make it permissible under applicable law for the Company to
      indemnify Indemnitee for the amount claimed. However, Indemnitee shall be
      entitled to receive interim payments of expenses pursuant to Subsection
      3(a) unless and until such defense may be finally adjudicated by court
      order or judgment from which no further right of appeal exists. It is the
      parties' intention that if the Company contests Indemnitee's right to
      indemnification, the question of Indemnitee's right to indemnification
      shall be for the court to decide, and neither the failure of the Company
      (including its Board of Directors, any committee or subgroup of the Board
      of Directors, independent legal counsel, or its stockholders) to have made
      a determination that indemnification of Indemnitee is proper in the
      circumstances because Indemnitee has met the applicable standard of
      conduct required by applicable law, nor an actual determination by the
      Company (including its Board of Directors, any committee or subgroup of
      the Board of Directors, independent legal counsel, or its stockholders)
      that Indemnitee has not met such applicable standard of conduct, shall
      create a presumption that Indemnitee has or has not met the applicable
      standard of conduct.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Notice to Insurers. If,
      at the time of the receipt of a notice of a claim pursuant to Section 3(b)
      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.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Selection of Counsel.
      In the event the Company shall be obligated under Section 3(a) hereof to
      pay the expenses of any proceeding against Indemnitee, the Company, if
      appropriate, shall be entitled to assume the defense of such proceeding,
      with independent counsel approved by Indemnitee, upon the delivery to
      Indemnitee of written notice of its election to do so. After delivery of
      such notice, approval of such counsel by Indemnitee and the retention of
      such counsel by the Company, the Company will not be liable to Indemnitee
      under this Agreement for any fees of counsel subsequently incurred by
      Indemnitee with respect to the same proceeding, provided that (i)
      Indemnitee shall have the right to employ his counsel in any such
      proceeding at Indemnitee's expense; and (ii) if (A) the employment of
      counsel by Indemnitee has been previously authorized by the Company, (B)
      Indemnitee shall have reasonably concluded that there may be a conflict of
      interest between the Company and Indemnitee in the conduct of any such
      defense, or (C) the Company shall not, in fact, have employed counsel to
      assume the defense of such proceeding, then the fees and expenses of
      Indemnitee's counsel shall be at the expense of the
    Company.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4. ADDITIONAL INDEMNIFICATION RIGHTS;
NONEXCLUSIVITY.

    


    
      	
               
      

            	
              (a)

            	
              Scope. Notwithstanding
      any other provision of this Agreement, the Company hereby agrees to
      indemnify the Indemnitee to the fullest extent permitted by law,
      notwithstanding that such indemnification is not specifically authorized
      by the other provisions of this Agreement, the Company's Certificate of
      Incorporation, the Company's Bylaws or by statute. In the event of any
      change, after the date of this Agreement, in any applicable law, statute,
      or rule which expands the right of a Delaware corporation to indemnify a
      member of its board of directors or an officer, such changes shall be,
      ipso facto, within the purview of Indemnitee's rights and Company's
      obligations, under this Agreement. In the event of any change in any
      applicable law, statute or rule which narrows the right of a Delaware
      corporation to indemnify a member of its board of directors or an 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)

            	
              Nonexclusivity. The
      indemnification provided by this Agreement shall not be deemed exclusive
      of any rights to which Indemnitee may be entitled under the Company's
      Certificate of Incorporation, its Bylaws, any agreement, any vote of
      stockholders or disinterested Directors, the General Corporation Law of
      the State of Delaware, or otherwise, both as to action in Indemnitee's
      official capacity and as to action in another capacity while holding such
      office. The indemnification provided under this Agreement shall continue
      as to Indemnitee for any action taken or not taken while serving in an
      indemnified capacity even though he may have ceased to serve in such
      capacity at the time of any action, suit or other covered
      proceeding.

            


    

    


    5. PARTIAL INDEMNIFICATION. If
Indemnitee is entitled under any provision of this Agreement to indemnification
by the Company for some or a portion of the expenses, judgments, fines or
penalties actually or reasonably incurred by him in the investigation, defense,
appeal or settlement of any civil or criminal action, suit or proceeding, but
not, however, for the total amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion of such expenses, judgments, fines or
penalties to which Indemnitee is entitled.

    


    6. MUTUAL ACKNOWLEDGEMENT. Both
the Company and Indemnitee acknowledge that in certain instances, Federal law or
applicable public policy may prohibit the Company from indemnifying its
directors and officers under this Agreement or otherwise. Indemnitee understands
and acknowledges that the Company has undertaken or may be required in the
future to undertake with the Securities and Exchange Commission to submit the
question of indemnification to a court in certain circumstances for a
determination of the Company's right under public policy to indemnify
Indemnitee.

    


    7. OFFICER AND DIRECTOR LIABILITY
INSURANCE. The Company shall, from time to time, make the good faith
determination whether or not it is practicable for the Company to obtain and
maintain a policy or policies of insurance with reputable insurance companies
providing the officers and directors of the Company with coverage for losses
from wrongful acts, or to ensure the Company's performance of its
indemnification obligations under this Agreement. Among other considerations,
the Company will weigh the costs of obtaining such insurance coverage against
the protection afforded by such coverage. In all policies of director and
officer liability insurance, Indemnitee shall be named as an insured in such a
manner as to provide Indemnitee the same rights and benefits as are accorded to
the most favorably insured of the Company's directors, if Indemnitee is a
director; or of the Company's officers, if Indemnitee is not a director of the
Company but is an officer. Notwithstanding the foregoing, the Company shall have
no obligation to obtain or maintain such insurance if the Company determines in
good faith that such insurance is not reasonably available, if the premium costs
for such insurance are disproportionate to the amount of coverage provided, if
the coverage provided by such insurance is limited by exclusions so as to
provide an insufficient benefit, or if Indemnitee is covered by similar
insurance maintained by a subsidiary or parent of the Company.

    


    
      
        
        

      

      
        
        

        
          

        

      

            8.
SEVERABILITY. Nothing in
this Agreement is intended to require or shall be construed as requiring the
Company to do or fail to do any act in violation of applicable law. The
Company's inability, pursuant to court order, to perform its obligations under
this Agreement shall not constitute a breach of this Agreement. The provisions
of this Agreement shall be severable as provided in this Section 8. If this
Agreement or any portion hereof shall be invalidated on any ground by any court
of competent jurisdiction, then the Company shall nevertheless indemnify
Indemnitee to the full extent permitted by any applicable portion of this
Agreement that shall not have been invalidated, and the balance of this
Agreement not so invalidated shall be enforceable in accordance with its
terms.

    

    


    9. EXCEPTIONS. Any other
provision herein to the contrary notwithstanding, the Company shall not be
obligated pursuant to the terms of this Agreement:

    


    
      	
               
      

            	
              (a)

            	
              Claims Initiated by
      Indemnitee. To indemnify or advance expenses to Indemnitee with
      respect to proceedings or claims initiated or brought voluntarily by
      Indemnitee and not by way of defense, except with respect to proceedings
      brought to establish or enforce a right to indemnification under this
      Agreement or any other statute or law or otherwise as required under
      Section 145 of the Delaware General Corporation Law, but such
      indemnification or advancement of expenses may be provided by the Company
      in specific cases if the Board of Directors has approved the initiation or
      bringing of such suit; or

            


    

    


    
      	
               
      

            	
              b)

            	
              Lack of Good Faith. To
      indemnify Indemnitee for any expenses incurred by the Indemnitee with
      respect to any proceeding instituted by Indemnitee to enforce or interpret
      this Agreement, if a court of competent jurisdiction determines that each
      of the material assertions made by the Indemnitee in such proceeding was
      not made in good faith or was frivolous;
or

            


    

    


    
      	
               
      

            	
              (c)

            	
              Insured Claims. To
      indemnify Indemnitee for expenses or liabilities of any type whatsoever
      (including, but not limited to, judgments, fines, ERISA excise taxes or
      penalties, and amounts paid in settlement) which have been paid directly
      to Indemnitee by an insurance carrier under a policy of officers' and
      directors' liability insurance maintained by the Company;
    or

            


    

    


    
      	
               
      

            	
              (d)

            	
              Claims Under Section
      16(b). To indemnify Indemnitee 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, or any similar successor
statute.

            


    

    


    10. CONSTRUCTION OF CERTAIN
PHRASES.

    


    
      	
               
      

            	
              (a)

            	
              Company. For purposes
      of this Agreement, references to the "Company" shall include, in addition
      to the resulting corporation, any constituent corporation (including any
      constituent of a constituent) absorbed in a consolidation or merger which,
      if its separate existence had continued, would have had power and
      authority to indemnify its directors, officers, and employees or agents,
      so that if Indemnitee is or was a director, officer, employee or agent of
      such constituent corporation, or is or was serving at the request of such
      constituent corporation as a director, officer, employee or agent of
      another corporation, partnership, joint venture, trust or other
      enterprise, Indemnitee shall stand in the same position under the
      provisions of this Agreement with respect to the resulting or surviving
      corporation as Indemnitee would have with respect to such constituent
      corporation if its separate existence had
  continued.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Other Enterprises. For
      purposes of this Agreement, references to "other enterprises" shall
      include employee benefit plans; references to "fines" shall include any
      excise taxes assessed on Indemnitee with respect to an employee benefit
      plan; and references to "serving at the request of the Company" shall
      include any service as a director, officer, employee or agent of the
      Company 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 if Indemnitee acted in good faith and
      in a manner Indemnitee reasonably believed to be in the interest of the
      participants and beneficiaries of an employee benefit plan, Indemnitee
      shall be deemed to have acted in a manner "not opposed to the best
      interests of the Company" as referred to in this
  Agreement.

            


    

    
      
        

      

    

    
    

    
      	
               
      

            	
              (c)

            	
              Proceedings. For
      purposes of this Agreement, the term " 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 in the right
      of the Company or otherwise and whether of a civil, criminal,
      administrative or investigative nature, and whether formal or informal in
      any case, in which Indemnitee was, is or will be involved as a party or
      otherwise by reason of: (i) the fact that Indemnitee is or was a director
      or officer of the Company; (ii) the fact that any action taken by
      Indemnitee or of any action on Indemnitee' s part while acting as
      director, officer, employee or agent of the Company; or (iii) the fact
      that Indemnitee is or was serving at the request of the Company as a
      director, officer, employee or agent of another corporation, partnership,
      joint venture, trust, employee benefit plan or other enterprise, and in
      any such case described above, whether or not serving in any such capacity
      at the time any liability or expense is incurred for which
      indemnification, reimbursement, or advancement of expenses may be provided
      under this Agreement.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Subsidiary. For
      purposes of this Agreement, the term " subsidiary" means any corporation
      or limited liability company of which more than 50% of the outstanding
      voting securities or equity interests are owned, directly or indirectly,
      by the Company and one or more of its subsidiaries, and any other
      corporation, limited liability company, partnership, joint venture, trust,
      employee benefit plan or other enterprise of which Indemnitee is or was
      serving at the request of the Company as a director, officer, employee,
      agent or fiduciary.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Independent Counsel.
      For purposes of this Agreement, the term "independent counsel" means a law
      firm, or a partner (or, if applicable, member) of such a law firm, that is
      experienced in matters of corporation law (specifically including
      litigation and indemnification of agents) and neither presently is, nor in
      the past five (5) years has been, retained to represent: (i) the Company
      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 Company or Indemnitee in an action to determine
      Indemnitee' s rights under this
Agreement.

            


    

    


    11. COUNTERPARTS. This Agreement
may be executed in one or more counterparts, each of which shall constitute an
original.

    


    12. SUCCESSORS AND ASSIGNS. This
Agreement shall be binding upon the Company and its successors and assigns, and
shall inure to the benefit of Indemnitee and Indemnitee's estate, heirs, legal
representatives and assigns.

    


    13. ATTORNEYS' FEES. In the event
that any action is instituted by Indemnitee under this Agreement to enforce or
interpret any of the terms hereof, Indemnitee shall be entitled to be paid all
court costs and expenses, including reasonable attorneys' fees, incurred by
Indemnitee with respect to such action, unless as a part of such action, the
court of competent jurisdiction determines that each of the material assertions
made by Indemnitee as a basis for such action were not made in good faith or
were frivolous. In the event of an action instituted by or in the name of the
Company under this Agreement or to enforce or interpret any of the terms of this
Agreement, Indemnitee shall be entitled to be paid all court costs and expenses,
including attorneys' fees, incurred by Indemnitee in defense of such action
(including with respect to Indemnitee's counterclaims and cross-claims made in
such action), unless as a part of such action the court determines that each of
Indemnitee's material defenses to such action were made in bad faith or were
frivolous.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    14. NOTICE. Except as otherwise
provided herein, all notices or other communications shall be delivered
personally (effective upon receipt) or by reputable overnight delivery service
(effective  upon delivery), or by certified mail, postage prepaid,
return receipt requested (effective 3 days after posting), and in all cases a
copy shall be forwarded by email at the addresses shown in this Agreement or as
amended.  Notice shall be provided as follows:

    


    To
Company:

    


    AVX
Corporation

    One AVX
Blvd.

    Fountain
Inn, SC 29644

    Attn:
Secretary

    


    


    With a
copy to:

    


    AVX
Corporation

    PO Box
867

    Myrtle
Beach, SC 29578

    Attn:
Vice President for Business and Legal Affairs

    


    To
Indemnitee:

    


    _______________________________

    _______________________________

    _______________________________

    _______________________________

    


    


    Either
party may change notice address by sending a notice pursuant to this
paragraph

    


    15. CONSENT TO JURISDICTION. The
Company and Indemnitee each hereby irrevocably consent to the jurisdiction of
the courts of the State of Delaware for all purposes in connection with any
action or proceeding which arises out of or relates to this Agreement and agree
that any action instituted under this Agreement shall be brought only in the
state courts of the State of Delaware.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    16. CHOICE OF LAW. This Agreement
shall be governed by and its provisions construed in accordance with the laws of
the State of Delaware, as applied to contracts between Delaware residents
entered into and to be performed entirely within Delaware without regard to the
conflict of law principles thereof.  THE PARTIES SHALL NOT RAISE IN
CONNECTION THEREWITH, AND HEREBY WAIVE, ANY DEFENSES BASED UPON THE VENUE, THE
INCONVENIENCE OF THE FORUM, THE LACK OF PERSONAL JURISDICTION, THE SUFFICIENCY
OF SERVICE OF PROCESS OR THE LIKE IN ANY SUCH ACTION OR
SUIT.

    


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

    


    18. SUBROGATION. In the event of
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 documents required and shall do all acts that may be necessary to secure
such rights and to enable the Company effectively to bring suit to enforce such
rights.

    


    19. ACKNOWLEDGMENT OF READING AND
COMPREHENSION. Each party represents, warrants and acknowledges that
(i) it has read this Agreement, (ii) it has given mature and careful thought to
this Agreement, (iii) it has been given the opportunity to review this Agreement
independently with legal counsel, (iv) it fully understands and agrees to its
terms, (v) it has entered into and executed this Agreement of its own choice and
free will and in accordance with its own judgment, and (vi) it has been
represented by counsel in connection with the negotiation and execution of this
Agreement or has had the ability to retain counsel and has chosen not to do
so.

    


    20.           PRESUMPTION. In the event
of an ambiguity in or dispute regarding the interpretation of this instrument,
the interpretation shall not be resolved by any rule providing for
interpretation against the party who causes the uncertainty to exist or against
the drafting party

    


    21.           NO RELIANCE. In signing this
Agreement, no party has relied on or been induced to execute this Agreement by
any statements, representations, agreements or promises, oral or written, made
by any other party, their agents, employees, servants or attorneys, or anyone
else, other than the statements expressly written in this
Agreement.

    


    22.           AMENDMENT AND TERMINATION. No
amendment, modification, termination or cancellation of this Agreement shall be
effective unless it is in writing signed by both 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.

    


    23. INTEGRATION AND ENTIRE
AGREEMENT. This Agreement sets forth the entire understanding between the
parties hereto and supersedes and merges all previous written and oral
negotiations, commitments, understandings and agreements relating to the subject
matter hereof between the parties hereto.

    .

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

    


    AVX
CORPORATION                                            INDEMNITEE:

    By:

    


    _______________________________                    _______________________________

    Name:                                                                        Name:

    Title:                                                                           Title:

    


    An
authorized officer