Exhibit 10.5


 


DIRECTOR AND OFFICER
INDEMNIFICATION AGREEMENT


 


This Director and Officer
Indemnification Agreement, dated as of May 13, 2004 (this “Agreement”), is made by and between PolyPore,
Inc., a Delaware corporation, and
                                     
(“Indemnitee”).


 


RECITALS:


 


A.                                   Section 141 of the Delaware General
Corporation Law provides that the business and affairs of a corporation shall
be managed by or under the direction of its board of directors.


 


B.                                     By virtue of the managerial prerogatives
vested in the directors and officers of a Delaware corporation, directors and
officers act as fiduciaries of the corporation and its stockholders.


 


C.                                     Thus, it is critically important to the
Company and its stockholders that the Company be able to attract and retain the
most capable persons reasonably available to serve as directors and officers of
the Company.


 


D.                                    In recognition of the need for
corporations to be able to induce capable and responsible persons to accept
positions in corporate management, Delaware law authorizes (and in some
instances requires) corporations to indemnify their directors and officers, and
further authorizes corporations to purchase and maintain insurance for the
benefit of their directors and officers.


 


E.                                      The Delaware courts have recognized that
indemnification by a corporation serves the dual policies of (1) allowing
corporate officials to resist unjustified lawsuits, secure in the knowledge
that, if vindicated, the corporation will bear the expense of litigation, and (2) encouraging
capable women and men to serve as corporate directors and officers, secure in
the knowledge that the corporation will absorb the costs of defending their
honesty and integrity.


 


F.                                      The number of lawsuits challenging the
judgment and actions of directors of Delaware corporations, the costs of
defending those lawsuits and the threat to directors’ personal assets have all
materially increased over the past several years, chilling the willingness of
capable women and men to undertake the responsibilities imposed on corporate
directors and officers.


 


G.                                     Recent federal legislation and rules
adopted by the Securities and Exchange Commission and the national securities
exchanges have exposed such directors and officers to new and substantially
broadened civil liabilities.


 


H.                                    Under Delaware law, a director’s or
officer’s right to be reimbursed for the costs of defense of criminal actions,
whether such claims are asserted under state or federal law, does not depend
upon the merits of the claims asserted against the director or officer and is
separate and distinct from any right to indemnification the director may be
able to establish.


 

















 


I.                                         Indemnitee is, or will be, a director
and/or officer of the Company and his willingness to serve in such capacity is
predicated, in substantial part, upon the Company’s willingness to indemnify
him in accordance with the principles reflected above, to the fullest extent
permitted by the laws of the State of Delaware, and upon the other undertakings
set forth in this Agreement.


 


J.                                        Therefore, in recognition of the need to
provide Indemnitee with substantial protection against personal liability, in
order to procure Indemnitee’s continued service as a director and/or officer of
the Company and to enhance Indemnitee’s ability to serve the Company in an
effective manner, and in order to provide such protection pursuant to express
contract rights (intended to be enforceable irrespective of, among other
things, any amendment to the Company’s certificate of incorporation or bylaws
(collectively, the “Constituent Documents”),
any change in the composition of the Company’s Board of Directors (the “Board”) or any
change-in-control or business combination transaction relating to the Company),
the Company wishes to provide in this Agreement for the indemnification of and
the advancement of Expenses to Indemnitee on the terms, and subject to the
conditions, set forth in this Agreement.


 


K.                                    In light of the considerations referred
to in the preceding recitals, it is the Company’s intention and desire that the
provisions of this Agreement be construed liberally, subject to their express
terms, to maximize the protections to be provided to Indemnitee hereunder.


 


AGREEMENT:


 


NOW, THEREFORE, the
parties hereby agree as follows:


 


1.              Certain Definitions.  In addition
to terms defined elsewhere herein, the following terms have the following
meanings when used in this Agreement with initial capital letters:


 


(a)          “Change in Control” shall have occurred at such time, if any, as  Incumbent Directors cease for any reason to constitute a
majority of Directors.  For purposes of
this Section 1(a), “Incumbent Directors” means the individuals who, as of
the date hereof, are Directors of the Company and any individual becoming a
Director subsequent to the date hereof whose election, nomination for election
by the Company’s stockholders, or appointment, was approved by a vote of at
least a majority of the then Incumbent Directors (either by a specific vote or
by approval of the proxy statement of the Company in which such person is named
as a nominee for director, without objection to such nomination); provided,
however,
that an individual shall not be an Incumbent Director if such individual’s
election or appointment to the Board occurs as a result of an actual or
threatened election contest (as described in Rule 14a-12(c) of the
Securities Exchange Act of 1934, as amended) 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.


 


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(b)         “Claim” means (i) any threatened, asserted, pending
or completed claim, demand, action, suit or proceeding, whether civil,
criminal, administrative, arbitrative, investigative or other, and whether made
pursuant to federal, state or other law; and (ii) any inquiry or
investigation, whether made, instituted or conducted by the Company or any
other Person, including, without limitation, any federal, state or other governmental
entity, that Indemnitee reasonably determines might lead to the institution of
any such claim, demand, action, suit or proceeding.  For the avoidance of doubt, the Company intends indemnity to be
provided hereunder in respect of acts or failure to act prior to, on or after
the date hereof.


 


(c)          “Controlled Affiliate” means any corporation, limited
liability company, partnership, joint venture, trust or other entity or
enterprise, whether or not for profit, that is directly or indirectly
controlled by the Company.  For purposes
of this definition, “control” means the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of an
entity or enterprise, whether through the ownership of voting securities,
through other voting rights, by contract or otherwise; provided that direct or
indirect beneficial ownership of capital stock or other interests in an entity
or enterprise entitling the holder to cast 15% or more of the total number of
votes generally entitled to be cast in the election of directors (or persons
performing comparable functions) of such entity or enterprise shall be deemed
to constitute control for purposes of this definition.


 


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


 


(e)          “Expenses” means attorneys’ and experts’ fees and
expenses and all other costs and expenses paid or payable in connection with
investigating, defending, being a witness in or participating in (including on
appeal), or preparing to investigate, defend, be a witness in or participate in
(including on appeal), any Claim.


 


(f)            “Indemnifiable Claim” means any Claim based upon, arising
out of or resulting from (i) any actual, alleged or suspected act or
failure to act by Indemnitee in his or her capacity as a director, officer,
employee or agent of the Company or as a director, officer, employee, member,
manager, trustee or agent of any other corporation, limited liability company,
partnership, joint venture, trust or other entity or enterprise, whether or not
for profit, as to which Indemnitee is or was serving at the request of the
Company, (ii) any actual, alleged or suspected act or failure to act by Indemnitee
in respect of any business, transaction, communication, filing, disclosure or
other activity of the Company or any other entity or enterprise referred to in
clause (i) of this sentence, or (iii) Indemnitee’s status as a
current or former director, officer, employee or agent of the Company or as a
current or former director, officer, employee, member, manager, trustee or
agent of the Company or any other entity or enterprise referred to in
clause (i) of this sentence or any actual, alleged or suspected act or
failure to act by Indemnitee in connection with any obligation or restriction
imposed upon Indemnitee by reason of such status.  In addition to any service at the actual request of the Company,
for purposes of this Agreement, Indemnitee shall be deemed to be serving or to
have served at the request


 


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of the Company as a
director, officer, employee, member, manager, trustee or agent of another
entity or enterprise if Indemnitee is or was serving as a director, officer,
employee, member, manager, agent, trustee or other fiduciary of such entity or
enterprise and (i) such entity or enterprise is or at the time of such
service was a Controlled Affiliate, (ii) such entity or enterprise is or
at the time of such service was an employee benefit plan (or related trust)
sponsored or maintained by the Company or a Controlled Affiliate, or
(iii) the Company or a Controlled Affiliate (by action of the Board, any
committee thereof or the Company’s Chief Executive Officer (“CEO”) (other than as
the CEO him or herself)) caused or authorized Indemnitee to be nominated,
elected, appointed, designated, employed, engaged or selected to serve in such
capacity.


 


(g)         “Indemnifiable Losses”  means any and all Losses relating to,
arising out of or resulting from any Indemnifiable Claim; provided, however, that
Indemnifiable Losses shall not include Losses incurred by Indemnitee in respect
of any Indemnifiable Claim (or any matter or issue therein) as to which
Indemnitee shall have been adjudged liable to the Company, unless and only to
the extent that the Delaware Court of Chancery or the court in which such
Indemnifiable Claim was brought shall have determined 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 court shall deem proper.


 


(h)         “Independent Counsel” means a nationally recognized law
firm, or a member of a nationally recognized law firm, that is experienced in
matters of Delaware corporate law and neither presently is, nor in the past
five years has been, retained to represent: 
(i) the Company (or any Subsidiary) or Indemnitee in any matter
material to either such party (other than with respect to matters concerning
the Indemnitee under this Agreement, or of other indemnitees under similar
indemnification agreements) or (ii) any other named (or, as to a
threatened matter, reasonably likely to be named) party to the Indemnifiable
Claim 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.


 


(i)             “Losses” means any and all Expenses, damages, losses,
liabilities, judgments, fines, penalties (whether civil, criminal or other) and
amounts paid or payable in settlement, including, without limitation, all
interest, assessments and other charges paid or payable in connection with or
in respect of any of the foregoing.


 


(j)             “Person”
means 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.


 


(k)          “Standard
of Conduct” means the standard for conduct by Indemnitee that is
a condition precedent to indemnification of Indemnitee hereunder against
Indemnifiable Losses relating to, arising out of or resulting from an
Indemnifiable Claim.  The Standard of
Conduct is (i) good faith and a reasonable belief by Indemnitee that his action
was in or not opposed to the best interests of the Company and, with respect to
any


 


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criminal action or
proceeding, that Indemnitee had no reasonable cause to believe that his conduct
was unlawful, or (ii) any other applicable standard of conduct that may
hereafter be substituted under Section 145(a) or (b) of the Delaware
General Corporation Law or any successor to such provision(s).


 


2.              Indemnification Obligation.  Subject only
to Section 7 and to the proviso in this Section, the Company shall
indemnify, defend and hold harmless Indemnitee, to the fullest extent permitted
or required by the laws of the State of Delaware in effect on the date hereof
or as such laws may from time to time hereafter be amended to increase the
scope of such permitted indemnification, against any and all Indemnifiable
Claims and Indemnifiable Losses; provided, however, that, except as
provided in Sections 5, Indemnitee shall not be entitled to indemnification
pursuant to this Agreement in connection with any Claim initiated by Indemnitee
against the Company or any director or officer of the Company unless the
Company has joined in or consented to the initiation of such Claim.  The Company acknowledges that the foregoing
obligation may be broader than that now provided by applicable law and the
Company’s Constituent Documents and intends that it be interpreted consistently
with this Section and the recitals to this Agreement.


 


3.              Advancement of Expenses.  Indemnitee
shall have the right to advancement by the Company prior to the final
disposition of any Indemnifiable Claim of any and all actual and reasonable
Expenses relating to, arising out of or resulting from any Indemnifiable Claim
paid or incurred by Indemnitee.  Without
limiting the generality or effect of any other provision hereof, Indemnitee’s
right to such advancement is not subject to the satisfaction of any Standard of
Conduct.  Without limiting the
generality or effect of the foregoing, within five business days after any
request by Indemnitee that is accompanied by supporting documentation for
specific reasonable Expenses to be reimbursed or advanced, the Company shall,
in accordance with such request (but without duplication), (a) pay such
Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an
amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such
Expenses; provided
that Indemnitee shall repay, without interest any amounts actually advanced to
Indemnitee that, at the final disposition of the Indemnifiable Claim to which
the advance related, were in excess of amounts paid or payable by Indemnitee in
respect of Expenses relating to, arising out of or resulting from such
Indemnifiable Claim.  In connection with
any such payment, advancement or reimbursement, at the request of the Company,
Indemnitee shall execute and deliver to the Company an undertaking, which need
not be secured and shall be accepted without reference to Indemnitee’s ability
to repay the Expenses, by or on behalf of the Indemnitee, to repay any amounts
paid, advanced or reimbursed by the Company in respect of Expenses relating to,
arising out of or resulting from any Indemnifiable Claim in respect of which it
shall have been determined, following the final disposition of such
Indemnifiable Claim and in accordance with Section 7, that Indemnitee is
not entitled to indemnification hereunder.


 


4.              Indemnification for Additional Expenses. 
Without limiting the generality or effect of the foregoing, the Company
shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee,
shall reimburse Indemnitee for, or advance to


 


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Indemnitee, within five
business days of such request accompanied by supporting documentation for
specific Expenses to be reimbursed or advanced, any and all actual and
reasonable Expenses paid or incurred by Indemnitee in connection with any Claim
made, instituted or conducted by Indemnitee for (a) indemnification or
reimbursement or advance payment of Expenses by the Company under any provision
of this Agreement, or under any other agreement or provision of the Constituent
Documents now or hereafter in effect relating to Indemnifiable Claims, and/or
(b) recovery under any directors’ and officers’ liability insurance
policies maintained by the Company; provided, however, if it is ultimately
determined that the Indemnitee is not entitled to such indemnification,
reimbursement, advance or insurance recovery, as the case may be, then the
Indemnitee shall be obligated to repay any such Expenses to the Company; provided
further, that, regardless in each case of whether Indemnitee
ultimately is determined to be entitled to such indemnification, reimbursement,
advance or insurance recovery, as the case may be, Indemnitee shall return,
without interest, any such advance of Expenses (or portion thereof) which
remains unspent at the final disposition of the Claim to which the advance
related.


 


5.              Partial Indemnity.  If Indemnitee
is entitled under any provision of this Agreement to indemnification by the
Company for some or a portion of any Indemnifiable Loss but not for all of the
total amount thereof, the Company shall nevertheless indemnify Indemnitee for
the portion thereof to which Indemnitee is entitled.


 


6.              Procedure for Notification.  To obtain
indemnification under this Agreement in respect of an Indemnifiable Claim or
Indemnifiable Loss, Indemnitee shall submit to the Company a written request
therefor, including a brief description (based upon information then available
to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss.  If, at the time of the receipt of such
request, the Company has directors’ and officers’ liability insurance in effect
under which coverage for such Indemnifiable Claim or Indemnifiable Loss is
potentially available, the Company shall give prompt written notice of such
Indemnifiable Claim or Indemnifiable Loss to the applicable insurers in
accordance with the procedures set forth in the applicable policies.  The Company shall provide to Indemnitee a
copy of such notice delivered to the applicable insurers, substantially
concurrently with the delivery thereof by the Company.  The failure by Indemnitee to timely notify
the Company of any Indemnifiable Claim or Indemnifiable Loss shall not relieve
the Company from any liability hereunder unless, and only to the extent that,
the Company did not otherwise learn of such Indemnifiable Claim or
Indemnifiable Loss and to the extent that such failure results in forfeiture by
the Company of substantial defenses, rights or insurance coverage.


 


7.              Determination of Right to Indemnification.


 


(a)          To the extent that Indemnitee shall have been
successful on the merits or otherwise in defense of any Indemnifiable Claim or
any portion thereof or in defense of any issue or matter therein, including, without
limitation, dismissal without prejudice, Indemnitee shall be indemnified
against all Indemnifiable Losses relating to, arising out of or resulting from
such Indemnifiable Claim in accordance with Section 2 and no


 


6

















 


Standard of Conduct
Determination (as defined in Section 7(b)) shall be required.


 


(b)         To the extent that the provisions of Section 7(a)
are inapplicable to an Indemnifiable Claim that shall have been finally
disposed of, any determination of whether Indemnitee has satisfied the
applicable Standard of Conduct (a “Standard of Conduct Determination”) shall be made as
follows:  (i) if a Change in
Control shall not have occurred, or if a Change in Control shall have occurred
but Indemnitee shall have requested that the Standard of Conduct Determination
be made pursuant to this clause (i), (A) by a majority vote of the
Disinterested Directors, even if less than a quorum of the Board, (B) if
such Disinterested Directors so direct, by a majority vote of a committee of
Disinterested Directors designated by a majority vote of all Disinterested
Directors, or (C) if there are no such Disinterested Directors, or if a
majority of the Disinterested Directors so direct, by Independent Counsel in a
written opinion addressed to the Board, a copy of which shall be delivered to
Indemnitee; and (ii) if a Change in Control shall have occurred and
Indemnitee shall not have requested that the Standard of Conduct Determination
be made pursuant to clause (i), by Independent Counsel in a written
opinion addressed to the Board, a copy of which shall be delivered to
Indemnitee.


 


(c)          If (i) Indemnitee shall be entitled to
indemnification hereunder against any Indemnifiable Losses pursuant to
Section 7(a), (ii) no determination of whether Indemnitee has
satisfied any applicable standard of conduct under Delaware law is a legally
required condition precedent to indemnification of Indemnitee hereunder against
any Indemnifiable Losses, or (iii) Indemnitee has been determined or
deemed pursuant to Section 7(b) to have satisfied the applicable Standard
of Conduct, then the Company shall pay to Indemnitee, within five business days
after the later of (x) the Notification Date in respect of the
Indemnifiable Claim or portion thereof to which such Indemnifiable Losses are
related, out of which such Indemnifiable Losses arose or from which such
Indemnifiable Losses resulted, and (y) the earliest date on which the
applicable criterion specified in clause (i), (ii) or (iii) above shall have
been satisfied, an amount equal to the amount of such Indemnifiable
Losses.  Nothing herein is intended to
mean or imply that the Company is intending to use Section 145(f) of the
Delaware General Corporation Law to dispense with a requirement that Indemnitee
meet the applicable Standard of Conduct where it is otherwise required by such
statute.


 


(d)         If a Standard of Conduct Determination is required to
be, but has not been, made by Independent Counsel pursuant to
Section 7(b)(i), the Independent Counsel shall be selected by the Board or
a committee of the Board, and the Company shall give written notice to
Indemnitee advising him or her of the identity of the Independent Counsel so
selected.  If a Standard of Conduct
Determination is required to be, or to have been, made by Independent Counsel
pursuant to Section 7(b)(ii), the Independent Counsel shall be selected by
Indemnitee, and Indemnitee shall give written notice to the Company advising it
of the identity of the Independent Counsel so selected.  In either case, Indemnitee or the Company,
as applicable, may, within five business days after receiving written notice of
selection from the other, deliver to the other 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 satisfy the criteria set forth in the definition
of “Independent Counsel” in Section 1(h), and the objection shall


 


7

















 


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 properly and timely made and substantiated,
(i) 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 and (ii) the non-objecting party may,
at its option, select an alternative Independent Counsel and give written
notice to the other party advising such other party of the identity of the
alternative Independent Counsel so selected, in which case the provisions of
the two immediately preceding sentences and clause (i) of this sentence
shall apply to such subsequent selection and notice.  If applicable, the provisions of clause (ii) of the
immediately preceding sentence shall apply to successive alternative
selections.  If no Independent Counsel
that is permitted under the foregoing provisions of this Section 7(d) to
make the Standard of Conduct Determination shall have been selected within
30 calendar days after the Company gives its initial notice pursuant to
the first sentence of this Section 7(d) or Indemnitee gives its initial
notice pursuant to the second sentence of this Section 7(d), as the case
may be, either the Company or Indemnitee may petition the Court of Chancery of
the State of Delaware for resolution of any objection which shall have been
made by the Company or Indemnitee to the other’s selection of Independent
Counsel and/or for the appointment as Independent Counsel of a person or firm
selected by the Court or by such other person as the Court shall designate, and
the person or firm with respect to whom all objections are so resolved or the person
or firm so appointed will act as Independent Counsel.  In all events, the Company shall pay all of the actual and
reasonable fees and expenses of the Independent Counsel incurred in connection
with the Independent Counsel’s determination pursuant to Section 7(b).


 


8.              Cooperation.  Indemnitee shall cooperate with
reasonable requests of the Company in connection with any Indemnifiable Claim
and any individual or firm making such Standard of Conduct Determination,
including providing to such Person documentation or information which is not
privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to defend the Indemnifiable
Claim or make any Standard of Conduct Determination without incurring any
unreimbursed cost in connection therewith. 
The Company shall indemnify and hold harmless Indemnitee against and, if
requested by Indemnitee, shall reimburse Indemnitee for, or advance to
Indemnitee, within five business days of such request accompanied by supporting
documentation for specific costs and expenses to be reimbursed or advanced, any
and all costs and expenses (including attorneys’ and experts’ fees and
expenses) actually and reasonably incurred by Indemnitee in so cooperating with
the Person defending the Indemnifiable Claim or making such Standard of Conduct
Determination.


 


9.              Presumption of Entitlement.  Notwithstanding any other provision hereof, in making any Standard
of Conduct Determination, the Person making such determination shall presume
that Indemnitee has satisfied the applicable Standard of Conduct.


 


10.       No Other Presumption.  For purposes
of this Agreement, the termination of any Claim by judgment, order, settlement
(whether with or without court approval) or conviction, or upon a plea of nolo
contendere or its equivalent, will not create a


 


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presumption that
Indemnitee did not meet any applicable Standard of Conduct or that
indemnification hereunder is otherwise not permitted.


 


11.       Non-Exclusivity.  The rights of
Indemnitee hereunder will be in addition to any other rights Indemnitee may
have under the Constituent Documents, or the substantive laws of the Company’s
jurisdiction of incorporation, any other contract or otherwise (collectively, “Other Indemnity Provisions”);
provided,
however,
that (a) to the extent that Indemnitee otherwise would have any greater
right to indemnification under any Other Indemnity Provision, Indemnitee will
without further action be deemed to have such greater right hereunder, and
(b) to the extent that any change is made to any Other Indemnity Provision
which permits any greater right to indemnification than that provided under
this Agreement as of the date hereof, Indemnitee will be deemed to have such
greater right hereunder.  The Company
may not, without the consent of Indemnitee, adopt any amendment to any of the
Constituent Documents the effect of which would be to deny, diminish or
encumber Indemnitee’s right to indemnification under this Agreement.


 


12.       Liability Insurance and Funding. 
For the duration of Indemnitee’s service as a director and/or officer of
the Company and for a reasonable period of time thereafter, which such period
shall be determined by the Company in its sole discretion, the Company shall
use commercially reasonable efforts (taking into account the scope and amount
of coverage available relative to the cost thereof) to cause to be maintained
in effect policies of directors’ and officers’ liability insurance providing
coverage for directors and/or officers of the Company that is substantially
comparable in scope and amount to that provided by the Company’s current
policies of directors’ and officers’ liability insurance.  Upon reasonable request, the Company shall
provide Indemnitee or his or her counsel with a copy of all directors’ and
officers’ liability insurance applications, binders, policies, declarations,
endorsements and other related materials. 
In all policies of directors’ and officers’ liability insurance obtained
by the Company, Indemnitee shall be named as an insured in such a manner as to
provide Indemnitee the same rights and benefits, subject to the same
limitations, as are accorded to the Company’s directors and officers most
favorably insured by such policy.  Notwithstanding the foregoing, (i) the Company may, but shall not
be required to, create a trust fund, grant a security interest or use other
means, including, without limitation, a letter of credit, to ensure the payment
of such amounts as may be necessary to satisfy its obligations to indemnify and
advance expenses pursuant to this Agreement and (ii) in renewing or seeking to
renew any insurance hereunder, the Company will not be required to expend more
than 2.0 times the premium amount of the immediately preceding policy period
(equitably adjusted if necessary to reflect differences in policy periods).


 


13.       Subrogation.  In the event
of payment under this Agreement, the Company shall be subrogated to the extent
of such payment to all of the related rights of recovery of Indemnitee against
other Persons (other than Indemnitee’s successors), including any entity or
enterprise referred to in clause (i) of the definition of “Indemnifiable Claim”
in Section 1(f).  Indemnitee shall
execute all papers reasonably required to evidence such rights (all of
Indemnitee’s reasonable Expenses, including attorneys’ fees and charges,
related thereto to be reimbursed by or, at the option of Indemnitee, advanced
by the


 


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Company).


 


14.       No Duplication of Payments.  The Company
shall not be liable under this Agreement to make any payment to Indemnitee in
respect of any Indemnifiable Losses to the extent Indemnitee has otherwise
already actually received payment (net of Expenses incurred in connection
therewith) under any insurance policy, the Constituent Documents and Other
Indemnity Provisions or otherwise (including from any entity or enterprise
referred to in clause (i) of the definition of “Indemnifiable Claim” in
Section 1(f)) in respect of such Indemnifiable Losses otherwise
indemnifiable hereunder.


 


15.       Defense of Claims.  Subject to
the provisions of applicable policies of directors’ and officers’ liability
insurance, if any, the Company shall be entitled to participate in the defense
of any Indemnifiable Claim or to assume or lead the defense thereof with
counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee
determines, after consultation with counsel selected by Indemnitee, that
(a) the use of counsel chosen by the Company to represent Indemnitee would
present such counsel with an actual or potential conflict, (b) the named
parties in any such Indemnifiable Claim (including any impleaded parties)
include both the Company and Indemnitee and Indemnitee shall conclude that
there may be one or more legal defenses available to him or her that are
different from or in addition to those available to the Company, (c) any
such representation by such counsel would be precluded under the applicable standards
of professional conduct then prevailing, or (d) Indemnitee has interests in the
claim or underlying subject matter that are different from or in addition to
those of other Persons against whom the Claim has been made or might reasonably
be expected to be made, then Indemnitee shall be entitled to retain separate
counsel (but not more than one law firm plus, if applicable, local counsel in
respect of any particular Indemnifiable Claim for all indemnitees in
Indemnitee’s circumstances) at the Company’s expense.  The Company shall not be liable to Indemnitee under this
Agreement for any amounts paid in settlement of any threatened or pending
Indemnifiable Claim effected without the Company’s prior written consent.  The Company shall not, without the prior
written consent of the Indemnitee, effect any settlement of any threatened or
pending Indemnifiable Claim which the Indemnitee is or could have been a
party unless such settlement solely involves the payment of money and includes
a complete and unconditional release of the Indemnitee from all liability on
any claims that are the subject matter of such Indemnifiable Claim.  Neither the Company nor Indemnitee shall
unreasonably withhold its consent to any proposed settlement; provided
that Indemnitee may withhold consent to any settlement that does not provide a
complete and unconditional release of Indemnitee.


 


16.       Successors and Binding Agreement.


 


(a)          This Agreement shall be binding upon and inure to the
benefit of the Company and any successor to the Company, including, without
limitation, any Person acquiring directly or indirectly all or substantially
all of the business or assets of the Company whether by purchase, merger,
consolidation, reorganization or otherwise (and such successor will thereafter
be deemed the “Company”
for purposes of this Agreement), but shall not otherwise be assignable or
delegatable by the Company.


 


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(b)         This Agreement shall inure to the benefit of and be
enforceable by the Indemnitee’s personal or legal representatives, executors,
administrators, heirs, distributees, legatees and other successors.


 


(c)          This Agreement is personal in nature and neither of
the parties hereto shall, without the consent of the other, assign or delegate
this Agreement or any rights or obligations hereunder except as expressly
provided in Sections 16(a) and 16(b). 
Without limiting the generality or effect of the foregoing, Indemnitee’s
right to receive payments hereunder shall not be assignable, whether by pledge,
creation of a security interest or otherwise, other than by a transfer by the
Indemnitee’s will or by the laws of descent and distribution, and, in the event
of any attempted assignment or transfer contrary to this Section 16(c),
the Company shall have no liability to pay any amount so attempted to be
assigned or transferred.


 


17.       Notices.  For all
purposes of this Agreement, all communications, including without limitation
notices, consents, requests or approvals, required or permitted to be given hereunder
must be in writing and shall be deemed to have been duly given when hand
delivered or dispatched by electronic facsimile transmission (with receipt
thereof orally confirmed), or one business day after having been sent for
next-day delivery by a nationally recognized overnight courier service,
addressed to the Company (to the attention of the Secretary of the Company) and
to Indemnitee at the applicable address shown on the signature page hereto, or
to such other address as any party may have furnished to the other in writing
and in accordance herewith, except that notices of changes of address will be
effective only upon receipt.


 


18.       Governing Law.  The validity,
interpretation, construction and performance of this Agreement shall be
governed by and construed in accordance with the substantive laws of the State
of Delaware, without giving effect to the principles of conflict of laws of
such State.  The Company and Indemnitee
each hereby irrevocably consent to the jurisdiction of the Chancery Court of
the State of Delaware for all purposes in connection with any action or
proceeding which arises out of or relates to this Agreement, waive all
procedural objections to suit in that jurisdiction, including, without
limitation, objections as to venue or inconvenience, agree that service in any
such action may be made by notice given in accordance with Section 17 and
also agree that any action instituted under this Agreement shall be brought
only in the Chancery Court of the State of Delaware.


 


19.       Validity.  If any
provision of this Agreement or the application of any provision hereof to any
Person or circumstance is held invalid, unenforceable or otherwise illegal, the
remainder of this Agreement and the application of such provision to any other
Person or circumstance shall not be affected, and the provision so held to be
invalid, unenforceable or otherwise illegal shall be reformed to the extent,
and only to the extent, necessary to make it enforceable, valid or legal.  In the event that any court or other
adjudicative body shall decline to reform any provision of this Agreement held
to be invalid, unenforceable or otherwise illegal as contemplated by the
immediately preceding sentence, the parties thereto shall take all such action
as may be necessary or appropriate to replace the provision so held to be
invalid, unenforceable or otherwise illegal with one or more alternative
provisions that effectuate the purpose and intent of


 


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the original provisions of
this Agreement as fully as possible without being invalid, unenforceable or
otherwise illegal.


 


20.       Miscellaneous.  No provision
of this Agreement may be waived, modified or discharged unless such waiver,
modification or discharge is agreed to in writing signed by Indemnitee and the
Company.  No waiver by either party
hereto at any time of any breach by the other party hereto or compliance with
any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.  No agreements or representations, oral or
otherwise, expressed or implied with respect to the subject matter hereof have
been made by either party that are not set forth expressly in this Agreement.


 


21.       Certain Interpretive Matters.  Unless the context of this Agreement otherwise
requires, (1) “it” or “its” or words of any gender include each other gender,
(2) words using the singular or plural number also include the plural or
singular number, respectively, (3) the terms “hereof,” “herein,” “hereby” and
derivative or similar words refer to this entire Agreement, (4) the terms
“Article,” “Section,” “Annex” or “Exhibit” refer to the specified Article,
Section, Annex or Exhibit of or to this Agreement, (5) the terms “include,”
“includes” and “including” will be deemed to be followed by the words “without
limitation” (whether or not so expressed), and (6) the word “or” is disjunctive
but not exclusive.  Whenever this Agreement
refers to a number of days, such number will refer to calendar days unless
business days are specified and whenever action must be taken (including the
giving of notice or the delivery of documents) under this Agreement during a
certain period of time or by a particular date that ends or occurs on a
non-business day, then such period or date will be extended until the
immediately following business day.  As
used herein, “business day” means any day other than Saturday, Sunday or a
United States federal holiday.


 


22.       Entire Agreement.  This
Agreement constitutes the entire agreement, and supersede all prior agreements
and understandings, both written and oral, between the parties hereto with
respect to the subject matter of this Agreement.  Any prior agreements or understandings between the parties hereto
with respect to indemnification are hereby terminated and of no further force
or effect.


 


23.       Counterparts.  This
Agreement may be executed in one or more counterparts, each of which will be
deemed to be an original but all of which together shall constitute one and the
same agreement.


 


 


[
SIGNATURE PAGE FOLLOWS ]


 


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IN WITNESS WHEREOF,
Indemnitee has executed and the Company has caused its duly authorized
representative to execute this Agreement as of the date first above written.


 


	
   

  	
  POLYPORE, INC.

  
	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INDEMNITEE

  
	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: