exh10.htm


    EXHIBIT
10.1

     

    Execution
Version

     

    INDEMNIFICATION
AGREEMENT

     

    THIS
INDEMNIFICATION AGREEMENT (the “Agreement”),
dated January 5, 2009, is between West Pharmaceutical Services, Inc., a
Pennsylvania corporation, (the “Company”)
and Donald E. Morel, Jr. (the “Indemnitee”).

     

    Background

     

    The Company and the Indemnitee
recognize the substantial increase in corporate litigation, in general,
subjecting officers and directors to expensive litigation risks at the same time
as liability insurance has been severely limited.  The Indemnitee does
not regard the current protection available as adequate given the present
circumstances, and the Indemnitee and other officers and directors of the
Company may not be willing to serve as officers and directors without adequate
protection.

     

    The Company desires to attract and
retain the services of highly qualified individuals, such as the 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.

     

    In order to accomplish these goals, the
Company considers it appropriate to offer a contractual indemnification
agreement on the terms set out below.

     

    Terms

     

    In light of the foregoing, the Company
and the Indemnitee hereby agree as follows:

     

    Indemnification.

     

    Third Party Proceedings. The
Company shall indemnify the Indemnitee if the Indemnitee is or was a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Company) by reason of the fact
that the Indemnitee is or was a director, officer, trustee, fiduciary, employee
or agent of the Company, or any affiliate of the Company, by reason of any
action or inaction on the part of the Indemnitee while an officer or director,
or by reason of the fact that the Indemnitee is or was serving at the request of
the Company as a director, officer, trustee, fiduciary, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
including an employee benefit plan, against any liability, penalty, damages,
excise tax assessed with respect to an employee benefit plan, costs, expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement (if
such settlement is approved pursuant to Section 2(g)) (“Expenses”)
actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf
in connection with such action, suit or 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, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe the 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, in and of itself, create a presumption that (i) the
Indemnitee did not act in good faith and in a manner which the Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Company, and, (ii) with respect to any criminal action or proceeding, the
Indemnitee did not have reasonable cause to believe his conduct was
lawful.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Proceedings By or in the Right of the
Company. The Company shall indemnify the Indemnitee if the 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 the
Indemnitee is or was a director, officer, trustee, fiduciary, employee or agent
of the Company, or any affiliate of the Company, by reason of any action or
inaction on the part of the Indemnitee while an officer or director or by reason
of the fact that the Indemnitee is or was serving at the request of the Company
as a director, officer, trustee, fiduciary, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, including an
employee benefit plan, against Expenses actually and reasonably incurred by the
Indemnitee in connection with the defense or settlement of such action or suit
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, except
that no indemnification shall be made in respect of any claim, issue or matter
as to which the Indemnitee shall have been adjudged to be liable to the Company
unless and only to the extent that 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, the Indemnitee is
fairly and reasonably entitled to indemnity for such Expenses which the court
shall deem proper.

     

    Mandatory
Indemnification.  Notwithstanding any other provisions of this
Agreement, to the fullest extent permitted by applicable law:

     

    To the
extent that the Indemnitee has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 1(a) and 1(b) or in defense of any
claim, issue or matter therein, the Indemnitee shall be indemnified against all
Expenses actually and reasonably incurred by the Indemnitee in connection
therewith.

     

    If the
Indemnitee 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 the Indemnitee against all Expenses actually and reasonably incurred
by or on behalf of the Indemnitee in connection with (i) each successfully
resolved claim, issue or matter and (y) each claim, issue, or matter related to
any claim, issue or matter on which the Indemnitee was successful.

     

    For
purposes of this Section
1(c), 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.

     

    Indemnification for Expenses of a
Witness.  Notwithstanding any other provision of this
Agreement, to the extent that the Indemnitee is, by reason of the fact that the
Indemnitee is or was a director, officer, trustee, fiduciary, employee or agent
of the Company, or any affiliate of the Company, by reason of any action or
inaction on the part of the Indemnitee while an officer or director or by reason
of the fact that the Indemnitee is or was serving at the request of the Company
as a director, officer, trustee, fiduciary, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, including an
employee benefit plan, a witness in any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Company) to which the Indemnitee
is not a party, the Indemnitee shall be indemnified against all expenses
actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf
in connection therewith.

     

    Expenses and Indemnification
Procedure.

     

    Advancement of Expenses. The
Company shall advance all Expenses actually and reasonably incurred by or on
behalf of the Indemnitee in connection with any civil or criminal action, suit
or proceeding referenced in Section 1 unless and until
such defense may be finally adjudicated by court order or judgment from which no
further right of appeal exists, subject to the terms and in accordance with the
procedures set forth in this Section 2.

     

    
      
        
        

      

      
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    Presumptions Regarding
Advances. For purposes of any advancement hereunder, the Indemnitee shall
be deemed to have acted (i) in good faith and in a manner he reasonably believed
to be in or not opposed to the best interest of the Company, and (ii) with
respect to any criminal action or procedure, to have had no reasonable cause to
believe his conduct was unlawful if, under either (i) or (ii), his action is
based on the records or books of account of the Company, or the records or books
of account of another corporation, partnership, joint venture, trust or other
enterprise (collectively, the “other
enterprises”), including financial statements, or on information supplied
to him by the officers of the Company or other enterprises in the course of
their duties, or on the advice of legal counsel for the Company or other
enterprises or on information or records given or reports made to the Company or
other enterprises by an independent certified public accountant or by an
appraiser or other expert selected with reasonable care by the Company or other
enterprises. the Indemnitee hereby undertakes to repay such amounts advanced
only if, and to the extent that, it shall ultimately be determined that the
Indemnitee is not entitled to be indemnified by the Company as authorized
hereby.

     

    Notice/Cooperation by the
Indemnitee. the 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 the Indemnitee for which
indemnification will or could be sought under this Agreement. Notice to the
Company shall be directed to West Pharmaceutical Services, Inc., 101 Gordon
Drive, PO Box 645, Lionville, Pennsylvania 19341, Facsimile: (610) 594-3013,
Attention: John R. Gailey (or such other address as the Company may from time to
time designate in writing to the Indemnitee); provided, however, that the
failure to so notify the Company shall not relieve the Company of any obligation
which it may have to the Indemnitee under this Agreement or otherwise unless and
only to the extent that such failure or delay materially prejudices the
Company.  Notice shall be deemed received on the third business day
after the date postmarked if sent by domestic certified or registered mail,
properly addressed; otherwise, notice shall be deemed received when such notice
shall actually be received by the Company. In addition, the Indemnitee shall
give the Company such information and cooperation as it may reasonably require
and as shall be within the Indemnitee’s power.

     

    Procedure. Any indemnification
and advances provided for in Section 1 and this Section 2 shall be made no
later than 45 days after receipt of the written request of the Indemnitee,
coupled with appropriate documentation to support the requested payment. If a
claim under this Agreement, under any statute, or under any provision of the
Company’s Articles of Incorporation or Bylaws providing for indemnification is
not paid in full by the Company within 45 days after receipt of a fully
documented written request for payment thereof has first been received by the
Company, the 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 13,
the 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 the Indemnitee has not met the standards of conduct which make
it permissible under applicable law for the Company to indemnify the Indemnitee
for the amount claimed, but the burden of proving such defense shall be on the
Company, and the Indemnitee shall be entitled to receive interim payments of
Expenses pursuant to Section
2(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 the Indemnitee’s right to
indemnification, the question of the 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 shareholders) to have made a determination
that indemnification of the Indemnitee is proper in the circumstances because
the 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 shareholders) that the Indemnitee has not met such
applicable standard of conduct, shall create a presumption that the Indemnitee
has or has not, as the case may be, met the applicable standard of
conduct.

     

    Notice to Insurers. If, at the
time of the receipt of a notice of claim pursuant to Section 2(c), the Company has
directors’ and officers’ 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.

     

    
      
        
        

      

      
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    Selection of Counsel. If the
Company shall be obligated under Section 1 or Section 2 to pay the Expenses
of any proceeding against the Indemnitee, the Company, if appropriate, shall be
entitled to assume the defense of such proceeding, with counsel approved by the
Indemnitee, upon the delivery to the Indemnitee of written notice of its
election to do so. After delivery of such notice, approval of such counsel by
the Indemnitee and the retention of such counsel by the Company, the Company
will not be liable to the Indemnitee under this Agreement for any fees of
counsel subsequently incurred by the Indemnitee with respect to the same
proceeding; provided that (i) the Indemnitee shall have the right to employ
separate counsel in any such proceeding at the Indemnitee’s expense; and (ii) if
(A) the employment of counsel by the Indemnitee has been previously authorized
by the Company, (B) the Indemnitee shall have reasonably concluded that there
may be a conflict of interest between the Company and the 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 reasonable
fees and expenses of the Indemnitee’s counsel shall be at the expense of the
Company.

     

    Settlements. The Company shall
not be liable to the Indemnitee under the Agreement for any amounts paid in
settlement of any action or claim effected without its written
consent.  The Company shall not settle any action or claim in any
manner which would impose any penalty or limitation on the Indemnitee without
the Indemnitee’s written consent, which consent will not unreasonably be
withheld.

     

    Change in
Control.

     

    If, at
any time subsequent to the date of this Agreement, members of the Incumbent
Board do not constitute a majority of the members of the Board of Directors, or
there is otherwise a Change in Control, then upon the request of the Indemnitee,
the Company shall cause the determination of indemnification and advances
required by Section 2 to
be made by independent legal counsel, to be selected by the Company and the
Indemnitee or failing such agreement, as determined by the Chief Judge of the
Federal District Court for the Eastern District of Pennsylvania. The fees and
expenses incurred by the independent legal counsel in making the determination
of indemnification and advances shall be borne solely by the Company. If such
independent legal counsel is unwilling and/or unable to make the determination
of indemnification and advances, then the Company shall cause the
indemnification and advances to be made by a majority vote or consent of a Board
of Directors committee consisting solely of members of the Incumbent
Board.

     

    For
purposes of this Agreement, “Change in
Control” means the occurrence of any of the following
events:

     

    1. The
acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
“Exchange
Act”)) (each, a “Person”)
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (1) the then-outstanding shares of common
stock of the Company (the “Outstanding
Company Common Stock”) or (2) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in
the election of directors (the “Outstanding
Company Voting Securities”);  provided, however, that, for purposes
of this clause (a), the
following acquisitions shall not constitute a Change in Control: (A) any
acquisition directly from the Company, (B) any acquisition by the Company, (C)
any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any company controlled by, controlling or under
common control with the Company, or (D) any acquisition by any entity pursuant
to a transaction that complies with clauses (c)(1), (c)(2) and (c)(3) of this
definition;

     

    2. Individuals
who, as of January 1, 2009, constitute the Board of Directors (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the
Board of Directors; provided, however, that any individual
becoming a director subsequent to January 1, 2009 whose election, or nomination
for election by the Company’s shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board of Directors;

     

    
      
        
        

      

      
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    3. Consummation
of a reorganization, merger, statutory share exchange or consolidation or
similar corporate transaction involving the Company or any of its subsidiaries,
a sale or other disposition of all or substantially all of the assets of the
Company, or the acquisition of assets or stock of another entity by the Company
or any of its subsidiaries (each, a “Business
Combination”), in each case unless, following such Business Combination,
(1) all or substantially all of the individuals and entities that were the
beneficial owners of the Outstanding Company Common Stock and the Outstanding
Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the then-outstanding
shares of common stock and the combined voting power of the then-outstanding
voting securities entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation that, as a result of such
transaction, owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) in substantially the
same proportions as their ownership immediately prior to such Business
Combination of the Outstanding Company Common Stock and the Outstanding Company
Voting Securities, as the case may be, (2) no Person (excluding any corporation
resulting from such Business Combination or any employee benefit plan (or
related trust) of the Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then-outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined voting power of the
then-outstanding voting securities of such corporation, except to the extent
that such ownership existed prior to the Business Combination, and (3) at least
a majority of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement or of the action of the Board of
Directors providing for such Business Combination; or

     

    4. Approval
by the shareholders of the Company of a complete liquidation or dissolution of
the Company.

     

    Additional Indemnification
Rights:

     

    Scope. Notwithstanding any
other provision of this Agreement, the Company shall 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 Articles 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 Pennsylvania corporation to
indemnify a member of its board of directors or an officer, such changes shall
be, ipso facto, within
the purview of the 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 Pennsylvania 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.

     

    Non-exclusivity. The
indemnification provided by this Agreement shall not be deemed exclusive of any
rights to which an the Indemnitee may be entitled under the Company’s Articles
of Incorporation, its Bylaws, any agreement, any vote of Shareholders or
disinterested directors, the Pennsylvania Business Corporation Law of 1988, as
amended (the “BCL”), or
otherwise, both as to action in the Indemnitee’s official capacity and as to
action in another capacity while holding such office.

     

    Continuation of Indemnity. All
agreements and obligations of the Company contained herein shall vest upon the
Indemnitee’s commencement of service and shall continue during the period the
Indemnitee is a director, officer, employee or agent of the Company (or is or
was serving at the request of the Company as a director, officer, employee or
agent of other enterprises) and shall continue thereafter, so long as the
Indemnitee shall be subject to any possible claim or threatened, pending or
completed action, suit or proceeding, whether civil, criminal or investigative,
by reason of the fact that the Indemnitee was a director, officer, employee or
agent of the Company or serving in any other capacity referred to
herein.

     

    
      
        
        

      

      
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    Mutual Acknowledgment. Both
the Company and the Indemnitee acknowledge that, in certain instances, federal
law or public policy may override applicable state law and prohibit the Company
from indemnifying its directors and officers under this Agreement or otherwise.
For example, the Company and the Indemnitee acknowledge that the Securities and
Exchange Commission (the “SEC”) has
taken the position that indemnification is not permissible for liabilities
arising under certain federal securities laws, and federal legislation prohibits
indemnification for certain violations of the Employee Retirement Income
Security Act of 1974 (“ERISA”).  The
Indemnitee understands and acknowledges that the Company has undertaken with the
SEC 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 the Indemnitee.

     

    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
directors’ and officers’ liability insurance, the Indemnitee shall be insured in
such a manner as to provide the Indemnitee the same rights and benefits as are
accorded to the most favorably insured of the Company’s directors, if the
Indemnitee is a director; or of the Company’s officers, if the Indemnitee is not
a director of the Company but is an officer; or one of the Company’s key
employees, if the Indemnitee is not an officer or director but is a key
employee. 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 the Indemnitee is covered by similar insurance
maintained by an affiliate of the Company.

     

    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 7. 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 the
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.

     

    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.

     

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

     

    Claims Initiated by the
Indemnitee. To indemnify or advance expenses to the Indemnitee with
respect to proceedings or claims initiated or brought voluntarily by the
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 the BCL, but such
indemnification or advancement of expenses may be provided by Company in
specific cases if the Board of Directors, at its sole discretion, finds it to be
appropriate;

     

    Insured Claims. To indemnify
the 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 the Indemnitee by
an insurance carrier under a policy of officers’ and directors’ liability
insurance maintained by the Company or other enterprise;

     

    
      
        
        

      

      
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    Claims Under Section 16(b). To
indemnify the Indemnitee for expenses or the payment of profits arising from the
purchase and sale, or sale and purchase, by the Indemnitee of securities in
violation of Section 16(b) of the Exchange Act, or any similar successor
statute; or

     

    Illegal
Activity.  To indemnify the Indemnitee if a court of competent
jurisdiction finally adjudges that such indemnification is illegal, including,
without limitation, by virtue of such indemnification being in violation of
public policy or any provision of law.

     

    Interpretation; Construction of
Certain Phrases.

     

    The
headings of particular provisions of this Agreement are inserted for convenience
only and will not be construed as a part of this Agreement or serve as a
limitation or expansion on the scope of any term or provision of this
Agreement.  The words “include,”
“includes”
or “including”
shall be deemed to be followed by the words “without
limitation.”  The words “hereof,”
“herein”
and “herewith”
and words of similar import shall, unless otherwise stated, be construed to
refer to this Agreement as a whole and not to any particular provision of this
Agreement.

     

    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 the 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 other
enterprises, the Indemnitee shall stand in the same position under the
provisions of this Agreement with respect to the resulting or surviving
corporation as the Indemnitee would have with respect to such constituent
corporation if its separate existence had continued;

     

    references
to “other
enterprises” shall include employee benefit plans; references to “fines”
shall include any excise taxes assessed on the Indemnitee with respect to an
employee benefit plan;

     

    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, the Indemnitee with respect to an employee benefit plan, its
participants, or beneficiaries;

     

    if the
Indemnitee acted in good faith and in a manner the Indemnitee reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan, the 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;

     

    references
to “affiliates”
shall mean any entity which, directly or indirectly, is in the control of, is
controlled by, or is under common control with, the Company; and

     

    references
to “Sections”
or “clauses”
shall be to Sections or clauses of this Agreement.

     

    Counterparts;
Effectiveness.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original but both of which
shall constitute one and the same agreement. This Agreement shall become
effective when each party hereto shall have received counterparts thereof signed
and delivered (by telecopy or other electronic means) by the other party
hereto.

     

    Successors and Assigns. This
Agreement shall be binding upon and inure to the benefit of the Company and its
successors and assigns, and the Indemnitee and the Indemnitee’s estate, heirs,
legal representatives and assigns.

     

    
      
        
        

      

      
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    Attorneys’ Fees. If any action
is instituted by the Indemnitee under this Agreement to enforce or interpret any
of the terms hereof, the Indemnitee shall be entitled to be paid all court costs
and expenses, including reasonable attorneys’ fees incurred by the 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
the Indemnitee as a basis for such action was not made in good faith or was
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, the Indemnitee shall be entitled to be paid all court costs and
expenses, including attorneys’ fees incurred by the Indemnitee in defense of
such action (including with respect to the Indemnitee’s counterclaims and
cross-claims made in such action), unless as a part of such action the court
determines that each of the Indemnitee’s material defenses to such action was
made in bad faith or was frivolous.

     

    Notice. All notices, requests,
demands, consents and other communications hereunder shall be in writing and
shall be given or made (and shall be deemed to have been duly given or made upon
receipt) by delivery in person, by overnight courier service, or by facsimile
with receipt confirmed (followed by delivery of an original via overnight
courier service). The address for notice to the Company shall be as set forth in
Section 2(c), and the
address for notice to the Indemnitee shall be as set forth on the signature page
of this Agreement, or as subsequently modified in a notice given in accordance
with this Section
14.

     

    Consent to Jurisdiction. The
Company and the Indemnitee each hereby irrevocably consent to the jurisdiction
of the courts of the Commonwealth of Pennsylvania for all purposes in connection
with any action or proceeding which arises out of or relates to this Agreement.
Any action or proceeding instituted under or to enforce this Agreement shall be
brought only in the state courts of the Commonwealth of
Pennsylvania.

     

    Subrogation. In the event of
payment under this Agreement, Company shall be subrogated to the extent of such
payment to all of the rights of recovery of the Indemnitee, who shall execute
all papers required and shall do everything that may be necessary to secure such
rights, including the execution of such documents necessary to enable Company
effectively to bring suit to enforce such rights.

     

    Choice of Law. This Agreement
shall be governed by and its provisions construed in accordance with the laws of
the Commonwealth of Pennsylvania, as applied to contracts between Pennsylvania
residents entered into and to be performed within Pennsylvania.

     

    [Remainder of Page
Left Blank; Signature Page Follows]

     


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have signed this Agreement on the date first
above written.

     

    West
Pharmaceutical Services, Inc.

    


    


    By: JOHN R. GAILEY III_______________

    John
R. Gailey III, Vice President

    and
Secretary

    


    


    


    DONALD E. MOREL,
JR._______________

    Donald E.
Morel, Jr.

    


    Address
for Notice:

    1703
Lookaway Court

    New Hope,
PA  18938

    



    
      
         


      

      
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