Exhibit 10.18


 


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 


 


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of
the Company, for purposes of this Agreement, Indemnitee shall be deemed to be
serving or to have served at the request 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 


 


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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 


 


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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 Company).


 


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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: