EXHIBIT 10.1
INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT (this "Agreement") is made as of March
, 2003, by
and between Vicuron Pharmaceuticals Inc., a Delaware corporation (the
"Company"), and
(the "Indemnitee"), a director
[and/or officer] of the Company.
THE PARTIES TO THIS AGREEMENT enter into this Agreement on the basis of the
following facts, intentions and understandings:
A.
THE INDEMNITEE IS CURRENTLY SERVING AS A DIRECTOR [AND/OR AN
OFFICER] OF THE COMPANY AND IN SUCH CAPACITY RENDERS VALUABLE SERVICES TO THE
COMPANY.
B.
THE COMPANY HAS INVESTIGATED THE AVAILABILITY AND SUFFICIENCY OF
LIABILITY INSURANCE AND DELAWARE STATUTORY INDEMNIFICATION PROVISIONS TO PROVIDE
ITS DIRECTORS AND OFFICERS WITH ADEQUATE PROTECTION AGAINST VARIOUS LEGAL RISKS
AND POTENTIAL LIABILITIES TO WHICH DIRECTORS AND OFFICERS ARE SUBJECT DUE TO
THEIR POSITION WITH THE COMPANY AND HAS CONCLUDED THAT INSURANCE AND STATUTORY
PROVISIONS MAY PROVIDE INADEQUATE AND UNACCEPTABLE PROTECTION TO CERTAIN
INDIVIDUALS REQUESTED TO SERVE AS ITS DIRECTORS AND OFFICERS.
C.
IN ORDER TO INDUCE AND ENCOURAGE HIGHLY EXPERIENCED AND CAPABLE
PERSONS SUCH AS THE INDEMNITEE TO CONTINUE TO SERVE AS A DIRECTOR [AND/OR
OFFICER] OF THE COMPANY, THE BOARD OF DIRECTORS HAS DETERMINED, AFTER DUE
CONSIDERATION AND INVESTIGATION OF THE TERMS AND PROVISIONS OF THIS AGREEMENT
AND THE VARIOUS OTHER OPTIONS AVAILABLE TO THE COMPANY AND THE INDEMNITEE IN
LIEU OF THIS AGREEMENT, THAT THIS AGREEMENT IS NOT ONLY REASONABLE AND PRUDENT
BUT NECESSARY TO PROMOTE AND ENSURE THE BEST INTERESTS OF THE COMPANY AND ITS
SHAREHOLDERS.
NOW, THEREFORE, In consideration of the continued services of the Indemnitee and
in order to induce the Indemnitee to continue to serve as a director [and/or
officer], the Company and the Indemnitee agree as follows:
SECTION 1.
DEFINITIONS
As used in this Agreement:
(a)
A "Change in Control" shall be deemed to have occurred if (i) any
"person" (as that term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), other than a trustee or
other fiduciary holding securities under an employee benefit plan of the Company
or a corporation owned directly or indirectly by the stockholders of the Company
in substantially the same proportions as their ownership of stock of the
Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company
representing
20% or more of the total voting power represented by the Company's then
outstanding voting securities, or (ii) during any period of two consecutive
years, individuals who at the beginning of the two year period constitute the
Board of Directors of the Company and any new director whose election by the
Board of Directors or nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds (2/3) of the directors then still in
office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority of the Board