Exhibit 10.1
INDEMNIFICATION AGREEMENT
THIS AGREEMENT is made and entered into this
day of April 2008 by and
between Dynamic Materials Corporation, a Delaware corporation (the
"Corporation"), and
("Agent").
RECITALS
WHEREAS, Agent performs a valuable service to the Corporation in his capacity as
[Director][Officer Tile] of the Corporation;
WHEREAS, the stockholders of the Corporation have adopted bylaws (the "Bylaws")
providing for the indemnification of the directors, officers, employees and
other agents of the Corporation, including persons serving at the request of the
Corporation in such capacities with other corporations or enterprises, as
authorized by the Delaware General Corporation Law, as amended (the "Code");
WHEREAS, the Bylaws and the Code, by their non-exclusive nature, permit
contracts between the Corporation and its agents, officers, employees and other
agents with respect to indemnification of such persons; and
WHEREAS, in order to induce Agent to continue to serve as [Director][Officer
Title] of the Corporation, the Corporation has determined and agreed to enter
into this Agreement with Agent.
NOW, THEREFORE, in consideration of Agent's continued service as
[Director][Officer Title] after the date hereof, the parties hereto agree as
follows:
AGREEMENT
1.
SERVICES TO THE CORPORATION.
AGENT WILL
SERVE, AT THE WILL OF THE CORPORATION OR UNDER SEPARATE CONTRACT, IF ANY SUCH
CONTRACT EXISTS, AS [DIRECTOR][OFFICER TITLE] OF THE CORPORATION OR AS A
DIRECTOR, OFFICER OR OTHER FIDUCIARY OF AN AFFILIATE OF THE CORPORATION
(INCLUDING ANY EMPLOYEE BENEFIT PLAN OF THE CORPORATION) FAITHFULLY AND TO THE
BEST OF HIS ABILITY SO LONG AS HE IS DULY ELECTED AND QUALIFIED IN ACCORDANCE
WITH THE PROVISIONS OF THE BYLAWS OR OTHER APPLICABLE CHARTER DOCUMENTS OF THE
CORPORATION OR SUCH AFFILIATE; PROVIDED, HOWEVER, THAT AGENT MAY AT ANY TIME AND
FOR ANY REASON RESIGN FROM SUCH POSITION (SUBJECT TO ANY CONTRACTUAL OBLIGATION
THAT AGENT MAY HAVE ASSUMED APART FROM THIS AGREEMENT) AND THAT THE CORPORATION
OR ANY AFFILIATE SHALL HAVE NO OBLIGATION UNDER THIS AGREEMENT TO CONTINUE AGENT
IN ANY SUCH POSITION.
2.
RIGHT TO INDEMNIFICATION.
TO THE
FULLEST EXTENT PERMITTED BY THE CODE:
(A)
THE CORPORATION SHALL INDEMNIFY AGENT IF
AGENT WAS OR IS A PARTY OR IS THREATENED TO BE MADE A PARTY TO ANY THREATENED,
PENDING OR COMPLETED PROCEEDING (INCLUDING ANY INVESTIGATIONS) BY REASON OF THE
FACT THAT AGENT IS OR WAS OR HAS AGREED TO SERVE AT THE REQUEST OF THE
CORPORATION AS A DIRECTOR, OFFICER, EMPLOYEE OR AGENT (WHICH FOR PURPOSES
HEREOF, SHALL
1
INCLUDE A TRUSTEE, PARTNER OR MANAGER OR SIMILAR CAPACITY) OF THE CORPORATION,
OR WHILE SERVING AS A DIRECTOR OR OFFICER OF THE CORPORATION, IS OR WAS SERVING
OR HAS AGREED TO SERVE AT THE REQUEST OF THE CORPORATION AS A DIRECTOR, OFFICER,
EMPLOYEE OR AGENT (WHICH, FOR PURPOSES HEREOF, SHALL INCLUDE A TRUSTEE, PARTNER
OR MANAGER OR SIMILAR CAPACITY) OF ANOTHER CORPORATION, PARTNERSHIP, JOINT
VENTURE, TRUST, EMPLOYEE BENEFIT PLAN OR OTHER ENTERPRISE, OR BY REASON OF ANY
ACTION ALLEGED TO HAVE BEEN TAKEN OR OMITTED IN SUCH CAPACITY.
FOR THE
AVOIDANCE OF DOUBT, THE FOREGOING INDEMNIFICATION OBLIGATION INCLUDES, WITHOUT