EXHIBIT 10.49

**INDEMNITY AGREEMENTS BETWEEN THE COMPANY**

**AND ITS DIRECTORS AND/OR EXECUTIVE OFFICERS**

 

Name of Indemnitee

Capacity in which Indemnified

Date of Agreement
   
Robert P. Collins

Director and Executive Officer

February 1, 2001
   
Mark A. Kirk

Director and Executive Officer

February 1, 2001
   
Debra L. Kackley

Executive Officer

February 1, 2001
   
Fred A. Breidenbach

Director

February 1, 2001
   
N. Colin Lind

Director

February 1, 2001
   
Glen W. Lindemann

Director

February 1, 2001
   
Frank N. Linsalata

Director

February 1, 2001
   
F. Rush McKnight

Director

February 1, 2001
   
John P. Reilly

Director

February 1, 2001

SCOTT TECHNOLOGIES, INC.

INDEMNITY AGREEMENT

          THIS AGREEMENT is made as of the _____ day of February, 2001, by and between Scott Technologies, Inc., a Delaware corporation (the"Corporation"), and ___________ ("Indemnitee"), a [Director and/or Officer] of the Corporation.

          WHEREAS, it is essential to the Corporation to retain and attract as Directors and/or Officers the most capable persons available,such as Indemnitee; and

          WHEREAS, the prevalence of corporate litigation subjects directors and officers to expensive litigation risks and it is the policy ofthe Corporation to indemnify its Directors and/or Officers so as to provide them with the maximum possible protection permitted by law; and

          WHEREAS, in addition, because the statutory indemnification provisions of the Delaware General Corporation Law (the "DGCL")expressly provide that they are non-exclusive, it is the policy of the Corporation to indemnify directors and officers of the Corporation who have, on behalf of the Corporation, entered into settlements of derivative suits provided they have notbreached the applicable statutory standard of conduct; and

          WHEREAS, Indemnitee does not regard the protection available under the Corporation's Amended and Restated By-laws (the"By-laws") and insurance, if any, as adequate in the present circumstances, and considers it necessary and desirable to his or her service as a Director and/or Officer to have adequate protection, and the Corporation desires to providesuch protection to induce Indemnitee to serve in such capacity; and

          WHEREAS, the DGCL provides that indemnification of directors and officers of a corporation may be authorized by agreement, and therebycontemplates that contracts of this nature may be entered into between the Corporation and Indemnitee.

          NOW, THEREFORE, for good and valuable consideration, the adequacy of which is hereby acknowledged, the Corporation and Indemnitee dohereby agree as follows:

          1.   Agreement to Serve. Indemnitee agrees to serve or continue to serve as a [Director and/or Officer] of theCorporation for so long as he or she is duly elected or appointed or until such time as he or she tenders his or her resignation in writing or is otherwise terminated or properly removed from office.

          The Corporation expressly confirms and agrees that it has entered into this agreement and assumed the obligations imposed on theCorporation hereby in order to induce Indemnitee to continue to serve as a [Director and/or Officer] of the Corporation, and acknowledges that Indemnitee is relying upon this agreement in continuing in such capacity.

          2.   Definitions. As used in this Agreement:
          (a)    The term "Proceeding" shall include any threatened, pending, or completedaction, suit or proceeding, whether brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, in which Indemnitee may be or may have been involved as a party or otherwise, byreason of the fact that Indemnitee is or was a Director and/or Officer of the Corporation or any subsidiary of the Corporation, by reason of any action taken by Indemnitee or of any inaction on his or her part while acting as such a Director and/orOfficer, or by reason of the fact that he or she is or was serving at the request of the Corporation as a director, officer, member or manager, partner, trustee, employee or agent of another corporation, domestic or foreign, nonprofit or for profit,a limited liability company or a partnership, joint venture, trust or other enterprise; in each case whether or not he or she is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification orreimbursement 

                              3.     Indemnity in Third-Party Proceedings. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Paragraph 3 if Indemnitee is a partyto or threatened to be made a party to or otherwise involved in 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 and/orOfficer of the Corporation or a subsidiary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member or manager, partner, trustee, employee or agent of another corporation, domestic or foreign,nonprofit or for profit, a limited liability company or a partnership, joint venture, trust or other enterprise, against all Expenses, judgments, settlements, fines and penalties, actually and reasonably incurred by Indemnitee in connection with thedefense or settlement of such Proceeding, but only if Indemnitee acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, in the case of a criminal proceeding, hadno reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create apresumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal proceeding, that such person had reasonablecause to believe that his or her conduct was unlawful.

                              4.     Indemnity for Expenses in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Paragraph 4 if Indemnitee is a party to orthreatened 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 and/or Officer of the Corporation or a subsidiary of the Corporation,or is or was serving at the request of the Corporation as a director, officer, member or manager, partner, trustee, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company or apartnership, joint venture, trust or other enterprise, against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense of such Proceeding, but only if he or she acted in good faith and in a manner which he or shereasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification for Expenses shall be made under this Paragraph 4 in respect of any claim, issue or matter as to which Indemnitee shall havebeen adjudged by court order or judgment 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 ofall the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper.

                              5.     Indemnity for Amounts Paid in Settlement in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Paragraph 5 if Indemnitee is aparty 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 and/or Officer of the Corporation or a subsidiary of theCorporation, or is or was serving at the request of the Corporation as a director, officer, member or manager, partner, trustee, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company ora partnership, joint venture, trust or other enterprise, against all amountsactually and reasonably paid in settlement by Indemnitee in connection with any such Proceeding, but only if he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of theCorporation.

                              6.   Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extentthat Indemnitee has been successful on the merits or otherwise 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 incurred inconnection therewith. 

                              7.   Advances of Expenses. Any Expenses incurred by or on behalf of Indemnitee pursuant to Paragraphs 3 or 4 in anyProceeding shall be paid by the Corporation in advance upon the written request of Indemnitee if Indemnitee shall undertake to (a) repay such amount to the extent that it is ultimately determined that Indemnitee is not entitled to indemnificationhereunder, and (b) reasonably cooperate with the Corporation concerning the action, suit or proceeding giving rise to the Expenses. Any advances to be made under this Paragraph 7 shall be paid by the Corporation to Indemnitee within twenty (20) daysfollowing delivery of a written request therefor by Indemnitee to the Corporation.

                              8.   Procedure. Any indemnification and advances provided for in Paragraph 3, 4, 5 and 6 shall be made no later thanthirty (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 Corporation's Amended and Restated Certificate of Incorporation (the "Certificate") orBy-laws providing for indemnification, is not paid in full by the Corporation within thirty (30) days after a written request for payment thereof has first been received by the Corporation, Indemnitee may, but need not, at any time thereafter bringan action against the Corporation to recover the unpaid amount of the claim and, subject to the other provisions of this Agreement, Indemnitee shall also be entitled to be paid for the Expenses of bringing such action. It shall be a defense to anysuch 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 permissibleunder applicable law for the Corporation to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Corporation and Indemnitee shall be entitled to receive advance payments of expenses pursuant toParagraph 7 hereof 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 Corporation 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 Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel orits 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 Corporation(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 hasor has not met the applicable standard of conduct.

                              9.   Allowance for Compliance with SEC Requirements. Indemnitee acknowledges that the Securities and Exchange Commission("SEC") has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 ("Act"), as amended, is against public policy as expressed in the Act and, is therefore,unenforceable. Indemnitee hereby agrees that it will not be a breach of this Agreement for the Corporation to undertake with the SEC in connection with the registration for sale of any stock or other securities of the Corporation from time to timethat, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director or officer of the Corporation in the successful defense of any action, suit or proceeding)is asserted in connection with such stock or other securities being registered, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on thequestion of whether or not such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Indemnitee further agrees that such submission to a court of competent jurisdictionshall not be a breach of this Agreement. 

                              10.  Indemnification Hereunder Not Exclusive. The indemnification provided by this Agreement shall not be deemed exclusive ofany other rights to which Indemnitee may be entitled under the Certificateor the By-laws of the Corporation, 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 his or her official capacity and as to action in anothercapacity while holding such office.

          The indemnification under this Agreement for any action taken or not taken while serving in an indemnified capacity shall continue asto Indemnitee even though he or she may have ceased to be a Director and/or Officer and shall inure to the benefit of the heirs, executors and personal representatives of Indemnitee.

          11.  Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification bythe Corporation for some claims, issues or matters, but not as to other claims, issues or matters, or for some or a portion of the Expenses, judgments, fines or penalties actually and reasonably incurred by Indemnitee or amounts actually andreasonably paid in settlement by Indemnitee in the investigation, defense, appeal or settlement of any Proceeding, but not for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such claims, issuesor matters or Expenses, judgments, fines, penalties or amounts paid in settlement to which Indemnitee is entitled.

          12.  No Rights of Continued Employment. Nothing contained in this Agreement is intended to create in Indemnitee anyright to continued employment.

          13.  Reimbursement to Corporation by Indemnitee; Limitation on Amounts Paid by Corporation. To the extent Indemniteehas been indemnified by the Corporation hereunder and later receives payments from any insurance carrier covering the same Expenses, judgments, fines, penalties or amounts paid in settlement so indemnified by the Corporation hereunder, Indemniteeshall immediately reimburse the Corporation hereunder for all such amounts received from the insurer.

          Notwithstanding anything contained herein to the contrary, Indemnitee shall not be entitled to recover amounts under this Agreementwhich, when added to the amount of indemnification payments made to, or on behalf of, Indemnitee, under the Certificate or By-laws of the Corporation, in the aggregate exceed the Expenses, judgments, fines, penalties and amounts paid in settlementactually and reasonably incurred by Indemnitee ("Excess Amounts"). To the extent the Corporation has paid Excess Amounts to Indemnitee, Indemnitee shall be obligated to reimburse the Corporation for such Excess Amounts.

          Notwithstanding anything contained herein to the contrary, the Corporation shall not be obligated under the terms of this Agreement,to indemnify Indemnitee:

          (a) or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not byway 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 DGCL, but such indemnification oradvancement of expenses may be provided by the Corporation in specific cases if the Board of Directors finds it appropriate;

          (b) if it is proved by final judgment in a court of law or other final adjudication to have been based upon or attributable to theIndemnitee's in fact having gained any personal profit or advantage to which he or she was not legally entitled;

          (c) for any expenses incurred by Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret thisAgreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous;

          (d) for a disgorgement of profits made from the purchase and sale by the Indemnitee of securities pursuant to Section 16(b) of theSecurities Exchange Act of 1934, as amended, or similar provisions of any state statutory law or common law; or

          (e) for any judgment, fine or penalty which the Corporation is prohibited by applicable lawfrom paying as indemnity or for any other reason.

          14.   Scope. Notwithstanding any other provision of this Agreement, the Corporation hereby agrees to indemnifythe Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Corporation's Certificate, the By-laws, or by statute. In the event of anychange, 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 change shall be deemed to be within the purviewof the Indemnitee's rights and the Corporation'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 oran officer, such change, 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.

          15.   Notice to Insurers. If, at the time of the receipt of a written request of Indemnitee pursuant toParagraph 8 hereof, the Corporation has director and officer liability insurance in effect, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respectivepolicies. The Corporation 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.

          16.   Continuation of Rights and Obligations. All rights and obligations of the Corporation and Indemniteehereunder shall continue in full force and effect despite the subsequent amendment or modification of the Corporation's Certificate or By-Laws, as such are in effect on the date hereof, and such rights and obligations shall not be affected by anysuch amendment or modification, any resolution of directors or stockholders of the Corporation, or by any other corporate action which conflicts with or purports to amend, modify, limit or eliminate any of the rights or obligations of theCorporation and/or Indemnitee hereunder.

          17.   Amendment and Modification. This Agreement may only be amended, modified or supplemented by the writtenagreement of the Corporation and Indemnitee.

          18.   Assignment. This Agreement shall not be assigned by the Corporation or Indemnitee without the priorwritten consent of the other party thereto, except that the Corporation may freely assign its rights and obligations under this Agreement to any subsidiary for whom Indemnitee is serving as a director and/or officer thereof; provided, however, thatno permitted assignment shall release the assignor from its obligations hereunder. Subject to the foregoing, this Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respectivesuccessors and assigns, including, without limitation, any successor to the Corporation by way of merger, consolidation and/or sale or disposition of all or substantially all of the capital stock of the Corporation.

          19.   Saving Clause. If this Agreement or any portion thereof shall be invalidated on any ground by any court ofcompetent jurisdiction, the Corporation shall nevertheless indemnify Indemnitee as to Expenses, judgments, fines, penalties and amounts paid in settlement with respect to any Proceeding to the full extent permitted by any applicable portion of thisAgreement that shall not have been invalidated or by any other applicable law.

          20.   Counterparts. This Agreement may be executed in two or more fully or partially executed counterparts eachof which shall be deemed an original binding the signer thereof against the other signing parties, but all counterparts together shall constitute one and the same instrument. Executed signature pages may be removed from counterpart agreements andattached to one or more fully executed copies of this Agreement. The parties may execute and deliver this Agreement by facsimile signature, which shall have the same binding effect as an original ink signature.

          21.   Notice. Indemnitee shall, as a condition precedent to his or her right to be indemnified under thisAgreement, give to the Corporation notice in writing as soon as practicable of any claim made against him or her for which indemnity will or could be sought under this Agreement. Notice to the Corporation shall be directed tothe Corporation at its headquarters located at One Chagrin Highlands, 2000 Auburn Drive, Suite 400, Beachwood, Ohio 44122, Attention: Mark A. Kirk, President and Chief Executive Officer (or such other address as the Corporation shall designate inwriting to Indemnitee). Notice shall be deemed received three days after the date postmarked if sent by prepaid mail, properly addressed. In addition, Indemnitee shall give the Corporation such information and cooperation as it may reasonablyrequire within Indemnitee's power.

          22.   Applicable Law. All matters with respect to this Agreement, including, without limitation, matters ofvalidity, construction, effect and performance shall be governed by the internal laws of the State of Delaware applicable to contracts made and to be performed therein between the residents thereof (regardless of the laws that might otherwise beapplicable under principles of conflicts of law). 

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