EXHIBIT
10.1


 


INDEMNIFICATION
AGREEMENT


 


This
Indemnification Agreement (this “Agreement”) is made as of _________________, 20___, by and between
Omega Flex, Inc., a Pennsylvania corporation (the “Company”), and _____________________
(the “Indemnitee”).


 


RECITALS


 


WHEREAS,
the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;


 


WHEREAS,
in order to induce Indemnitee to continue to provide services to the Company, the Company wishes to provide for the indemnification
of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law;


 


WHEREAS,
the Company’s Amended and Restated Articles of Incorporation (the “Charter”) and its Bylaws (the
“Bylaws”) permit indemnification of the officers and directors of the Company, and Indemnitee may also
be entitled to indemnification pursuant to the Business Corporation Law of 1988 (15 Pa. C.S. §§ 1101 et seq.) (the “BCL”);


 


WHEREAS,
the Charter, the Bylaws and the BCL expressly provide that the indemnification provisions set forth therein are not exclusive,
and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers
and other persons with respect to indemnification;


 


WHEREAS,
the Company and Indemnitee are aware of the exposure to litigation and claims of officers, directors and employees of corporations
as such persons exercise their duties;


 


WHEREAS,
the Company desires to continue to benefit from the services of highly qualified and experienced persons such as Indemnitee;


 


WHEREAS,
Indemnitee desires to serve or continue to serve the Company as a director or officer for so long as the Company continues to
provide on an acceptable basis indemnification against certain liabilities and expenses which may be incurred by Indemnitee;


 


WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses
on behalf of, such persons to the fullest extent permitted by applicable law, regardless of any amendment or revocation of the
Charter or Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;
and


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the indemnification provided in the Charter, the Bylaws and any resolutions
adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee
thereunder.


 




    	 



     


    




 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant
and agree as follows:


 


Section
1. Service to the Company. Indemnitee agrees to serve as a [director][officer] of the Company. This Agreement shall not
be deemed either as (a) an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee,
nor (b) an agreement to by the Company for Indemnitee to continue to serve as a director of the Company. Indemnitee may at any
time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by law).
The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a [director][officer]
of the Company.


 


Section
2. Definitions. As used in this Agreement:


 


(a)
“Corporate Status” describes the status of a person as a current or former director, officer, employee,
agent or trustee of the Company or of any other Enterprise which such person is or was serving at the request of the Company.


 


(b)
“Pennsylvania Court” means the United States District Court for the Eastern District of Pennsylvania.


 


(c)
“Enforcement Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript
costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with an action to
enforce indemnification or advancement rights, or an appeal from such action, including, without limitation, the premium, security
for and other costs relating to any cost bond, supersedes bond or other appeal bond or its equivalent.


 


(d)
“Enterprise” shall mean any corporation (other than the Company), partnership, joint venture, trust,
employee benefit plan or other legal entity of which Indemnitee is or was serving at the request of the Company as a director,
officer, employee, agent or trustee.


 


(e)
“Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs,
fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery
service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending,
preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding
or an appeal resulting from a Proceeding, including, without limitation, the premium, security for and other costs relating to
any cost bond, supersedes bond or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement
by Indemnitee or the amount of judgments or fines against Indemnitee.


 


(f)
“Independent Counsel” means a law firm, or a partner (or, if applicable, member) of such a law firm,
that is experienced in matters of Pennsylvania corporation law and neither presently is, nor in the past five years has been,
retained to represent: (i) the Company, any Enterprise or Indemnitee in any matter material to any such party (other than with
respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements),
or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing,
the term “Independent Counsel” shall not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent
Counsel and to fully indemnify such counsel against any and all expenses, claims, liabilities and damages arising out of or relating
to this Agreement or its engagement pursuant hereto.


 




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(g)
The term “Proceeding” shall include 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, in which Indemnitee was, is or will be involved as a party or otherwise by reason of the fact that Indemnitee is or was
a [director][officer] of the Company, or is or was serving at the request of the Company as a director, officer, employee, agent
or trustee of any Enterprise, or by reason of any action taken by him or her or of any action taken on his or her part while acting
as [director][officer] of the Company, or while serving at the request of the Company as a director, officer, employee, agent
or trustee of any Enterprise, and in each case whether or not serving in such capacity at the time any liability or expense is
incurred for which indemnification, reimbursement or advancement of expenses can be provided under this Agreement; provided,
however, that the term “Proceeding” shall not include any action, suit or arbitration, or part
thereof, initiated by Indemnitee to enforce Indemnitee’s rights under this Agreement as provided for in Section 13(e) of
this Agreement.


 


Section
3. Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this
Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding
by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified
against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his
or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal
proceeding, had no reasonable cause to believe that his or her conduct was unlawful. Indemnitee shall not enter into (and shall
not be entitled to indemnification for) any settlement in connection with a Proceeding without the prior written consent of the
Company (which shall not be unreasonably withheld), and the Company may settle a Proceeding on behalf of Indemnitee, but only
with the prior written consent of Indemnitee (which shall not be unreasonably withheld), except that Indemnitee’s consent
to a settlement shall not be required if the sole relief provided is monetary damages that are paid by the Company and such settlement
would not result in (i) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct
of Indemnitee, (ii) a finding or admission of a violation of law or violation of the rights of any person by Indemnitee, (iii)
a finding or admission that would have an adverse effect on other claims made or threatened against Indemnitee, or (iv) any monetary
liability of Indemnitee that will not be promptly paid or reimbursed by the Company.


 




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Section
4. Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with
the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding
by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified
against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with such Proceeding
or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in
or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under this Section 4 in respect
of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company,
unless and only to the extent that the Pennsylvania Court or any court in which the Proceeding was brought shall determine upon
application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly
and reasonably entitled to indemnification for such expenses as the Pennsylvania Court or such other court shall deem proper.


 


Section
5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of
this Agreement and except as provided in Section 8, to the extent that Indemnitee is a party to or a participant in and is successful,
on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, the Company shall indemnify
Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly
successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues
or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by
him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this
Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without
prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


Section
6. Indemnification For Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that
Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party and is
not threatened to be made a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him
or her or on his or her behalf in connection therewith.


 


Section
7. Additional Indemnification.


 


(a)
Except as provided in Section 8, notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee
to the fullest extent permitted by law if Indemnitee is a party to or is threatened to be made a party to any Proceeding (including
a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding.


 


(b)
For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall
include, but not be limited to:


 




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(i)
to the fullest extent permitted by the provision of the BCL that authorizes or contemplates additional indemnification by agreement,
or the corresponding provision of any amendment to or replacement of the BCL or such provision thereof; and


 


(ii)
to the fullest extent authorized or permitted by any amendments to or replacements of the BCL adopted after the date of this Agreement
that increase the extent to which a corporation may indemnify its officers and directors.


 


Section
8. Exclusions. Notwithstanding any provision in this Agreement to the contrary, the Company shall not be obligated under
this Agreement:


 


(a)
subject to Section 14(c) to make any indemnity for amounts otherwise indemnifiable hereunder (or for which advancement is provided
hereunder) if and to the extent that Indemnitee has otherwise actually received such amounts under any insurance policy, contract,
agreement or otherwise;


 


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


 


(c)
to make any indemnity or advancement that is prohibited by applicable law;


 


(d)
to make any indemnity or advancement for claims initiated or brought by Indemnitee (including in defending any affirmative defenses
or counterclaims brought or made in connection with a claim initiated by Indemnitee) or any related Expenses, except (i) with
respect to proceedings brought to establish or enforce a right to receive Enforcement Expenses or indemnification under this Agreement
or any other agreement or insurance policy or under the Charter or Bylaws now or hereafter in effect relating to indemnification
or advancement (which shall be governed by Section 13(e) of this Agreement), (ii) if the Board of Directors of the Company has
approved the initiation or bringing of such claim, or (iii) as otherwise required under Pennsylvania law. For the avoidance of
doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (a)
having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (b) having made any mandatory
counterclaim in connection with any claim not initiated by Indemnitee; or


 


(e)
to make any indemnity in respect of any issue or matter (or any related Expenses) as to which Indemnitee (i) did not act in good
faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or (ii) in the
case of a criminal proceeding had reasonable cause to believe that his or her conduct was unlawful.


 


Section
9. Advances of Expenses. The Company shall advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee
in connection with any Proceeding, and such advancement shall be made within twenty (20) days after the receipt by the Company
of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with
such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures
made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) from
time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Indemnitee
shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking
providing that Indemnitee undertakes to the fullest extent required by law to repay the advance if and to the extent that it is
ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not
entitled to be indemnified by the Company. Subject to the receipt of such undertaking from the Indemnitee, Advances shall be made
without regard to Indemnitee’s ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement
to indemnification under the other provisions of this Agreement. The right to advances under this paragraph shall in all events
continue until final disposition of any Proceeding, including any appeal therein. Nothing in this Section 9 shall limit Indemnitee’s
right to advancement pursuant to Section 13(e) of this Agreement.


 




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Section
10. Procedure for Notification and Defense of Claim.


 


(a)
To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor and, if Indemnitee
so chooses pursuant to Section 11 of this Agreement, such written request shall also include a request for Indemnitee to have
the right to indemnification determined by Independent Counsel.


 


(b)
The Company will be entitled to participate in the Proceeding at its own expense.


 


Section
11. Procedure Upon Application for Indemnification.


 


(a)
Upon written request by Indemnitee for indemnification pursuant to Section 10(a), a determination, if such determination is required
by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) by Independent
Counsel in a written opinion to the Board of Directors of the Company if Indemnitee so requests in such written request for indemnification
pursuant to Section 10(a), or (ii) by the Company in accordance with applicable law if Indemnitee does not so request such determination
be made by Independent Counsel. In the case that such determination is made by Independent Counsel, a copy of Independent Counsel’s
written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment
to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the Independent Counsel
or the Company, as applicable, making such determination with respect to Indemnitee’s entitlement to indemnification, including
providing to such counsel or the Company, upon reasonable advance request, any documentation or information which is not privileged
or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.
Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the Independent
Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to
indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 




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(b)
In the event that Indemnitee exercises his or her right to have his or her entitlement to indemnification determined by Independent
Counsel pursuant to Sections 10(a) and 11(a)(i), the Independent Counsel shall be selected by Indemnitee. The Company may, within
ten (10) days after written notice of such selection, deliver to Indemnitee a written objection to such selection; provided,
however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet
the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth
with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act
as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve
as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit.
If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification and Independent
Counsel pursuant to Sections 10(a) and 11(a)(i) hereof, respectively, and (ii) the final disposition of the Proceeding, including
any appeal therein, no Independent Counsel shall have been selected without objection, Indemnitee may petition a court of competent
jurisdiction for resolution of any objection which shall have been made by the Company to the selection of Independent Counsel
and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall
designate. The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent
Counsel under Section 11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 13(a)
of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject
to the applicable standards of professional conduct then prevailing).


 


Section
12. Presumptions and Effect of Certain Proceedings.


 


(a)
In making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled
to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(a)
of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of
any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made
a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances
because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by Independent
Counsel that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has not met
the applicable standard of conduct.


 


(b)
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon
a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself
adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith
and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect
to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.


 


(c)
The knowledge and/or actions, or failure to act, of any other director, officer, agent or employee of the Company or any Enterprise
shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 




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Section
13. Remedies of Indemnitee.


 


(a)
Subject to Section 13(f), in the event that (i) a determination is made pursuant to Section 11 of this Agreement that Indemnitee
is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 9
of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 11(a) of
this Agreement within sixty (60) days after receipt by the Company of the request for indemnification that does not include a
request for Independent Counsel, (iv) payment of indemnification is not made pursuant to Section 5 or 6 or the last sentence of
Section 11(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor or (v) payment
of indemnification pursuant to Section 3, 4 or 7 of this Agreement is not made within ten (10) days after a determination has
been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by a court of his or
her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in
arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association.
Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date
on which Indemnitee first has the right to commence such proceeding pursuant to this Section 13(a); provided, however,
that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights
under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or arbitration.


 


(b)
In the event that a determination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 13 shall be conducted in all respects
as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.
In any judicial proceeding or arbitration commenced pursuant to this Section 13, the Company shall have the burden of proving
Indemnitee is not entitled to indemnification or advancement, as the case may be.


 


(c)
If a determination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section
13, absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification.


 


(d)
The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 13
that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such
court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.


 


(e)
The Company shall indemnify Indemnitee against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within
ten (10) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement
Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification
or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies
maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement
or insurance recovery, as the case may be, in the suit for which indemnification or advancement is being sought, provided that
Indemnitee shall not be entitled to be so indemnified and shall repay any such advances if it is judicially determined that such
action was not brought or maintained by Indemnitee in good faith.


 




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(f)
Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement
shall be required to be made prior to the final disposition of the Proceeding, including any appeal therein.


 


Section
14. Non-exclusivity; Survival of Rights; Insurance; Subrogation.


 


(a)
The rights of indemnification and to receive advancement as provided by this Agreement shall not be deemed exclusive of any other
rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of
stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision
hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such
Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Pennsylvania
law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently
under the Charter, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement
the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other
right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder
or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.


 


(b)
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors or officers
of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent
of the coverage available for similarly classified directors or officers under such policy or policies. If, at the time of the
receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect,
the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures
set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers
to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.


 


(c)
In the event of any payment of advancement or indemnification under this Agreement, the Company shall be subrogated to the extent
of such payment to all of the rights of contribution or recovery of Indemnitee against other persons, and Indemnitee shall take,
at the request of the Company, all reasonable action necessary to secure such rights, including the execution of such documents
as are necessary to enable the Company to bring suit to enforce such rights.


 




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(d)
The Company’s obligation to provide indemnification or advancement hereunder to Indemnitee who is or was serving at the
request of the Company as a director, officer, employee, agent or trustee of any other Enterprise shall be reduced by any amount
Indemnitee has actually received as indemnification or advancement from such other Enterprise.


 


Section
15. Duration of Agreement. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after
the date that Indemnitee shall have ceased to serve as a [director][officer] of the Company or (b) one (1) year after the final
termination of any Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification
or advancement hereunder and of any proceeding, including any appeal, commenced by Indemnitee pursuant to Section 13 of this Agreement
relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit
of Indemnitee and his or her heirs, executors and administrators. The Company shall require and cause any successor, and any direct
or indirect parent of any successor, whether direct or indirect by purchase, merger, consolidation or otherwise, to all, substantially
all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory
to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company
would be required to perform if no such succession had taken place.


 


Section
16. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable
for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including,
without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and
shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to
the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c)
to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of
this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal
or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


 


Section
17. Enforcement.


 


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


 


(b)
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter
hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Charter, the Bylaws
and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 




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Section
18. Modification and Waiver. No supplement, modification or amendment, or waiver of any provision, of this Agreement shall
be binding unless executed in writing by the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed
or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.


 


Section
19. Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons,
citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject
to indemnification or advancement as provided hereunder. The failure of Indemnitee to so notify the Company shall not relieve
the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise.


 


Section
20. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall
be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication
shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the
date on which it is so mailed, (c) mailed by reputable overnight courier and receipted for by the party to whom said notice or
other communication shall have been directed or (d) sent by facsimile transmission, with receipt of oral confirmation that such
transmission has been received:


 


If
to Indemnitee, at such address as Indemnitee shall provide to the Company.


 


If
to the Company to:


Omega
Flex, Inc.


213
Court Street, S. 1001


Middletown,
CT 06457


Attention:
President


Fax:
860-704-6830


 


or
to any other address as may have been furnished to Indemnitee by the Company.


 


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


 




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Section
22. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed
by, and construed and enforced in accordance with, the laws of the Commonwealth of Pennsylvania, without regard to its conflict
of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 13(a) of this Agreement, the
Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection
with this Agreement shall be brought only in the Pennsylvania Court, and not in any other state or federal court in the United
States of America, or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Pennsylvania
Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) consent to service of
process at the address set forth in Section 20 of this Agreement with the same legal force and validity as if served upon such
party personally within the Commonwealth of Pennsylvania, (iv) waive any objection to the laying of venue of any such action or
proceeding in the Pennsylvania Court and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding
brought in the Pennsylvania Court has been brought in an improper or inconvenient forum.


 


Section
23. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes
be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed
by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


Section
24. Prior Agreements; Integration. This Agreement contains all of the understandings and agreements between the parties
regarding the subject matter hereof. All prior agreements between the Company and Indemnitee regarding the subject matter hereof
shall be deemed to have been replaced and superseded by this Agreement as of the date hereof. This Agreement may not be changed,
altered or modified except as expressly agreed by the parties and contained in a written document signed by each of the parties.


 


Section
25. Miscellaneous. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be
deemed to constitute part of this Agreement or to affect the construction thereof.


 


[Signature
Page Follows]


 




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


 


	 	OMEGA FLEX, INC.
	 	 	 
	 	By:  	                                 
	 	Name:	
	 	Title:	
	 	 	 
	 	INDEMNITEE
	 	 
	 	 
	 	[Name]