Exhibit 10.1
FORM OF INDEMNIFICATION AGREEMENT
This Indemnification Agreement (this “Agreement”) is entered into and is effective as of
[________], _______ by and between Space Exploration Technologies Corp., a Texas
corporation (the “Company”), and [____________] (the “Indemnitee”).
RECITALS
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that
the inability to attract and retain qualified persons as directors and officers is detrimental to the
best interests of the Company’s shareholders and that the Company should act to assure such
persons that there shall be adequate certainty of protection through insurance and
indemnification against risks of claims and actions against them arising out of their service to
and activities on behalf of the Company;
WHEREAS, the Company has adopted provisions in its Amended and Restated Bylaws
(as amended and/or restated from time to time, the “Bylaws”) providing for indemnification and
advancement of expenses of its directors and officers to the fullest extent permitted by the Texas
Business Organizations Code (as the same exists or may hereafter be amended, the “TBOC”),
and the Company wishes to clarify and enhance the rights and obligations of the Company and
the Indemnitee with respect to indemnification and advancement of expenses;
WHEREAS, in order to induce and encourage highly experienced and capable persons
such as the Indemnitee to serve and continue to serve as directors and officers of the Company
and in any other capacity with respect to the Company as the Company may request, and to
otherwise promote the desirable end that such persons shall resist what they consider unjustified
lawsuits and claims made against them in connection with the good faith performance of their
duties to the Company, with the knowledge that certain costs, judgments, penalties, fines,
liabilities, and expenses incurred by them in their defense of such lawsuits and claims are to be
borne by the Company and they shall receive appropriate protection against such risks and
liabilities, the Board has determined that the following Agreement is reasonable and prudent to
promote and ensure the best interests of the Company and its shareholders; and
WHEREAS, the Company desires to have the Indemnitee continue to serve as a director
or officer of the Company and in any other capacity with respect to the Company as the
Company may request, as the case may be, free from undue concern for unpredictable,
inappropriate, or unreasonable legal risks and personal liabilities by reason of the Indemnitee
acting in good faith in the performance of the Indemnitee’s duty to the Company; and the
Indemnitee desires to continue so to serve the Company, provided, and on the express condition,
that he or she is furnished with the protections set forth hereinafter.
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AGREEMENT
NOW, THEREFORE, in consideration of the Indemnitee’s continued service as a director
or officer of the Company, the parties hereto agree as follows:
1.Definitions.  For purposes of this Agreement:
(a)A “Change in Control” will be deemed to have occurred if, with respect to
any particular 24-month period, the individuals who, at the beginning of such 24-month period,
constituted the Board (the “Incumbent Board”) cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a director subsequent to
the beginning of such 24-month period whose election or appointment, or nomination for
election by the shareholders of the Company, was approved or ratified by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office occurs as a result of an actual or threatened
election contest 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; and provided
further, however, that no Change in Control shall be deemed to have occurred if such transaction
has been approved by the Founder (as defined in the Certificate of Formation, as the same may
be amended and/or restated from time to time (the “Certificate of Formation”)).
(b)“Disinterested Director” means a director of the Company who is
“disinterested” and “independent” under the TBOC.
(c)“Expenses” includes, without limitation, expenses actually and reasonably
incurred in connection with the defense or settlement of, or participation in, any action, suit,
arbitration, alternative dispute resolution mechanism, investigation, inquiry, judicial,
administrative, or legislative hearing, or any other threatened, pending, or completed proceeding,
whether brought by or in the right of the Company or otherwise, including any and all appeals
thereof, whether of a civil, criminal, administrative, legislative, investigative, or other nature,
including all reasonable and documented attorneys’ fees, court costs, transcript costs, fees of
experts, witness fees and expenses, travel expenses, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service fees, fees and expenses of accountants and other
advisors, retainers and disbursements and advances thereon, the premium, security for, and other
costs relating to any bond (including cost bonds, appraisal bonds, supersedeas bond, other appeal
bond or their equivalents), any federal, state, local or foreign taxes imposed on the Indemnitee as
a result of the actual or deemed receipt of any payments under this Agreement, and any expenses
of establishing a right to indemnification or advancement under Sections 4, 5, 6, 7, 8, 10, 12, and
15 hereof.
(d)“Independent Counsel” means a law firm or a partner or member of a law
firm, as applicable, that is experienced in matters of Texas corporation law and neither is
presently nor in the past three years has been retained to represent (i) the Company or the
Indemnitee in any matter material to either such party (other than with respect to matters
concerning Indemnitee under this Agreement, or of other indemnitees under similar
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indemnification agreements) or (ii) any other party to the Proceeding giving rise to a request 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 the
Indemnitee in an action to determine the Indemnitee’s right to indemnification 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.
(e)“Proceeding” means any action, suit, arbitration, alternative dispute
resolution mechanism, investigation, inquiry, judicial, administrative, or legislative hearing,  or
any other threatened, pending, or completed proceeding, whether brought by or in the right of the
Company or otherwise, including any and all appeals, whether of a civil, criminal,
administrative, legislative, investigative, or other nature, to which the Indemnitee was or is a
party or is threatened to be made a party or is otherwise involved in by reason of the fact that the
Indemnitee is or was a director, officer, employee or agent of the Company or while a director,
officer, employee or agent of the Company is or was serving at the request of the Company as a
director, officer, partner, venturer, manager, employee, agent, administrator or trustee of another
corporation or of a partnership, joint venture, limited liability company, trust, or other enterprise,
including service with respect to an employee benefit plan, or by reason of anything done or not
done by the Indemnitee in any such capacity, whether or not the Indemnitee is serving in such
capacity at the time any expense, liability, or loss is incurred for which indemnification or
advancement can be provided under this Agreement.
2.Service by the Indemnitee.  The Indemnitee shall serve and/or continue to serve as
a director or officer of the Company faithfully and to the best of the Indemnitee’s ability so long
as the Indemnitee is duly elected or appointed and until such time as the Indemnitee’s successor
is elected and qualified or the Indemnitee is removed as permitted by the Certificate of
Formation, the Bylaws and applicable law or tenders a resignation in writing.
3.Indemnification and Advancement of Expenses.  The Company  shall indemnify
and hold harmless the Indemnitee from and against, and shall pay or reimburse to or on behalf of
the Indemnitee in advance of the final disposition of any Proceeding, all Expenses actually and
reasonably incurred by the Indemnitee in defending any such Proceeding on the terms and
conditions set forth in this Agreement. The rights of the Indemnitee to indemnification and
advancement of Expenses provided hereunder shall include but shall not be limited to those
rights hereinafter set forth in this Agreement, except that no indemnification or advancement of
Expenses shall be paid to the Indemnitee in connection with any Proceeding (or any part of any
Proceeding):
(a)subject to Section 11(b) below, for which payment has actually been made
to or on behalf of the Indemnitee under any statute, insurance policy, indemnity provision, vote
or otherwise by any third party or entity other than the Company, except with respect to any
excess beyond the amount paid;
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(b)for an accounting or disgorgement of profits pursuant to Section 16(b) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of
federal, state or local statutory law or common law, if the Indemnitee is held liable therefor
(including pursuant to any settlement arrangements);
(c)for any reimbursement of the Company by the Indemnitee of any bonus or
other incentive-based or equity-based compensation or of any profits realized by the Indemnitee
from the sale of securities of the Company, as required in each case under the Exchange Act
(including any such reimbursements that arise from an accounting restatement of the Company
pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the
payment to the Company of profits arising from the purchase and sale by the Indemnitee of
securities in violation of Section 306 of the Sarbanes-Oxley Act), if the Indemnitee is held liable
therefor (including pursuant to any settlement arrangements); or
(d)initiated by the Indemnitee against the Company or its directors, officers,
employees, agents or other indemnitees, unless (a) the Board authorized the Proceeding (or the
relevant part of the Proceeding) prior to its initiation, (b) the Company provides the
indemnification, in its sole discretion, pursuant to the powers vested in the Company under the
Bylaws and applicable law, (c) otherwise required to be paid by the Company under Section 8,
10 and 12 below or (d) otherwise required by applicable law; and
(e)if finally determined by a court of competent jurisdiction in a final
judgment, not subject to appeal, to be unlawful;
provided, however, the right to advancement of Expenses shall apply to any Proceeding
referenced in Section 3(b) and (c) above prior to a determination that the person is not entitled to
be indemnified by the Company.
4.Mandatory Indemnification.  Except as limited by Section 3 above, the
Indemnitee shall be entitled to the indemnification rights provided in this Section if the
Indemnitee was or is a party or is threatened to be made a party to, or was or is otherwise
involved in, any Proceeding. Pursuant to this Section, the Indemnitee shall be indemnified and
held harmless from and against all Expenses, liability, and loss (including judgments, fines,
ERISA excise taxes, penalties, and amounts paid in settlement by or on behalf of the Indemnitee)
actually and reasonably incurred by the Indemnitee in connection with such Proceeding, if it is
determined in accordance with the TBOC that the Indemnitee (i) acted in good faith, (ii)
reasonably believed that the Indemnitee’s conduct was in the best interests of the Company in the
case of conduct in the Indemnitee’s official capacity and was not opposed to the best interests of
the Company in any other case, and, (iii) in the case of a criminal Proceeding, did not have a
reasonable cause to believe the Indemnitee’s conduct was unlawful.  The termination of any
Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the Indemnitee failed to meet the
foregoing standards.  In addition, on application by the Indemnitee and after notice is provided as
required by the court, the court adjudicating the Proceeding may order the Company to
indemnify and hold harmless the Indemnitee to the extent the court determines that the
Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant
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circumstances; however, such indemnification is limited to reasonable Expenses if the
Indemnitee is found liable (i) to the Company or (ii) because the Indemnitee improperly received
a personal benefit, without regard to whether the benefit resulted from an action taken in the
Indemnitee’s official capacity.  For purposes of this Section 4, the Indemnitee is considered to
have been found liable in relation to a claim, issue, or matter only if the liability is established by
an order, including a judgment or decree of a court, and all appeals of the order are exhausted or
foreclosed by law.
5.Indemnification for Expenses of Successful Party.  Notwithstanding any
limitations of any other provision of this Agreement, including Section 3, to the extent that the
Indemnitee has been successful, on the merits or otherwise, in whole or in part, in the defense of
any Proceeding, including, without limitation, the dismissal of any action without prejudice, or if
it is ultimately determined, by final judicial decision of a court of competent jurisdiction from
which there is no further right to appeal, that the Indemnitee is otherwise entitled to be
indemnified and held harmless from and against Expenses, the Indemnitee shall be indemnified
and held harmless from and against all Expenses actually and reasonably incurred by the
Indemnitee in connection therewith. Indemnification under this Section 5 shall not be subject to
satisfaction of any standard of conduct, and the Company may not assert the failure to satisfy a
standard of conduct as a basis to deny indemnification or recover Expenses advanced, including
in a suit brought pursuant to Section 10 hereof.
6.Partial Indemnification.  If the Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of the Expenses, liability,
and loss (including judgments, fines, ERISA excise taxes, penalties, and amounts paid in
settlement by or on behalf of the Indemnitee) actually and reasonably incurred in connection
with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to
Section 10 to enforce rights under this Agreement, but not, however, for all of the total amount
thereof, the Company shall nevertheless indemnify and hold harmless the Indemnitee from and
against the portion of such Expense, liability, and loss actually and reasonably incurred to which
the Indemnitee is entitled.
7.Indemnification for Expenses as a Witness.  Notwithstanding any other provision
of this Agreement, the Indemnitee shall be entitled to indemnification and to be held harmless
from and against all Expenses actually and reasonably incurred by the Indemnitee or on the
Indemnitee’s behalf if the Indemnitee appears as a witness or otherwise incurs legal expenses as
a result of or related to the Indemnitee’s official capacity in any Proceeding to which the
Indemnitee neither is, nor is threatened to be made, a party.
8.Determination of Entitlement to Indemnification.  To receive indemnification
under this Agreement, the Indemnitee shall submit a written request to the Secretary of the
Company.  Such request shall include documentation or information that is necessary for such
determination and is reasonably available to the Indemnitee, but in no case shall Indemnitee be
required to convey any information that would cause Indemnitee to waive any privilege accorded
by applicable law.  Upon receipt by the Secretary of the Company of a written request by the
Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the
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extent not required pursuant to the terms of Section 5 or Section 7 of this Agreement, shall be
determined by the following person or persons who shall be empowered to make such
determination (as selected by the Board, except with respect to Section 8(d) and Section 8(f)
below):  (a) the Board by a majority vote of Disinterested Directors, whether or not such majority
constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of
all Disinterested Directors, whether or not such majority constitutes a quorum; (c) Independent
Counsel, selected by the Board or a committee of the Board by a vote in accordance with Section
8(a) or 8(b), in a written opinion to the Board, a copy of which shall be delivered to the
Indemnitee; (d) if there are no Disinterested Directors, Independent Counsel in a written opinion
to the Board, a copy of which shall be delivered to the Indemnitee; (e) the shareholders of the
Company in a vote that excludes the shares of the Company held by each director that is not a
Disinterested Director; or (f) in the event that a Change in Control has occurred, by Independent
Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee. 
For purposes of Section 8(d), such Independent Counsel shall be selected by the Board and
approved by the Indemnitee.  For purposes of Section 8(f), such Independent Counsel shall be
selected by the Indemnitee.  Upon failure of the Board so to select such Independent Counsel or
upon failure of the Indemnitee so to approve or so to select, in the event a Change in Control has
occurred, such Independent Counsel shall be selected upon application to a court of competent
jurisdiction.  The determination of entitlement to indemnification shall be made and, unless a
contrary determination is made, such indemnification shall be paid in full by the Company not
later than 90 calendar days after receipt by the Secretary of the Company of a written request for
indemnification.  If the person making such determination shall determine that the Indemnitee is
entitled to indemnification as to part (but not all) of the application for indemnification, such
person shall reasonably prorate such partial indemnification among the claims, issues, or matters
at issue at the time of the determination.  The Indemnitee shall cooperate with the determination
with respect to Indemnitee’s entitlement to indemnification, including providing, 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 for such determination. Any costs or expenses (including attorneys’ fees
and disbursements) actually and reasonably incurred by the Indemnitee in so cooperating 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 the Indemnitee
harmless therefrom.
9.Presumptions and Effect of Certain Proceedings.  The Secretary of the Company
shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in
writing the Board or such other person or persons empowered to make the determination as
provided in Section 8 that the Indemnitee has made such request for indemnification.  Upon
making such request for indemnification, the Indemnitee shall be presumed to be entitled to
indemnification and to be held harmless hereunder and the Company shall have the burden of
proof in making any determination contrary to such presumption.  If the person or persons so
empowered to make such determination shall have failed to make the requested determination
with respect to indemnification within 60 calendar days after receipt by the Secretary of the
Company of such request, then a requisite determination of entitlement to indemnification shall
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be deemed to have been made and the Indemnitee shall be absolutely entitled to such
indemnification and to be held harmless, absent actual fraud in the request for indemnification. 
10.Remedies of the Indemnitee in Cases of Determination Not to Indemnify or to
Advance Expenses; Right to Bring Suit.  In the event that a determination is made that the
Indemnitee is not entitled to indemnification hereunder or if payment is not timely made
following a determination of entitlement to indemnification pursuant to Sections 8 and 9, or if an
advancement of Expenses is not timely made pursuant to Section 15, the Indemnitee may at any
time thereafter bring suit against the Company seeking an adjudication of entitlement to such
indemnification or advancement of Expenses.  Alternatively, the Indemnitee at the Indemnitee’s
option may seek an award in an arbitration to be conducted by a single arbitrator in the State of
Texas pursuant to the Commercial Arbitration Rules of the American Arbitration Association,
such award to be made within 60 calendar days following the filing of the demand for arbitration. 
The Company shall not oppose the Indemnitee’s right to seek any such adjudication or award in
arbitration.  In any suit or arbitration brought by the Indemnitee to enforce a right to
indemnification and to be held harmless hereunder (but not in a suit or arbitration brought by the
Indemnitee to enforce a right to an advancement of Expenses), it shall be a defense that the
Indemnitee has not met any applicable standard of conduct for indemnification and to be held
harmless set forth in this Agreement (including the standards described in Section 4) or the
TBOC, subject to the presumption and the burden of proof specified in Section 9 and this Section
10. In any suit or arbitration brought by an Indemnitee who is not a director of the Company to
enforce a right to an advancement of Expenses, it shall be a defense that the advancement of
Expenses was properly denied pursuant to the terms of Section 15 hereof.  Further, in any suit
brought by the Company to recover an advancement of Expenses pursuant to the terms of an
undertaking, the Company shall be entitled to recover such Expenses upon a final judicial
decision of a court of competent jurisdiction from which there is no further right to appeal that
the Indemnitee has not met the standard of conduct described above.  Neither the failure of the
Company (including the Disinterested Directors, a committee of Disinterested Directors,
Independent Counsel, or its shareholders) to have made a determination prior to the
commencement of such suit or arbitration that indemnification, and holding harmless, of the
Indemnitee is proper in the circumstances because the Indemnitee has met the standard of
conduct described above, nor an actual determination by the Company (including the
Disinterested Directors, a committee of Disinterested Directors, Independent Counsel, or its
shareholders) that the Indemnitee has not met the standard of conduct described above shall
create a presumption that the Indemnitee has not met the standard of conduct described above,
or, in the case of such a suit brought by the Indemnitee, be a defense to such suit.  In any suit
brought by the Indemnitee to enforce a right to indemnification and to be held harmless or to an
advancement of Expenses hereunder, or brought by the Company to recover an advancement of
Expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is
not entitled to be indemnified, or to such advancement of Expenses, under this Section 10 or
otherwise shall be on the Company.  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 and to be held harmless, if a
determination is made or deemed to have been made pursuant to the terms of Section 8 or 9 that
the Indemnitee is entitled to indemnification and to be held harmless, the Company shall be
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bound by such determination and is precluded from asserting that such determination has not
been made or that the procedure by which such determination was made is not valid, binding,
and enforceable.  The Company further agrees to stipulate in any court or before any arbitrator
pursuant to this Section 10 that the Company is bound by all the provisions of this Agreement
and is precluded from making any assertions to the contrary.  If the court or arbitrator shall
determine that the Indemnitee is entitled to any indemnification and to be held harmless or
advancement of Expenses hereunder, the Company shall indemnify and hold harmless
Indemnitee from and against all Expenses actually and reasonably incurred by the Indemnitee in
connection with such adjudication or award in arbitration (including, but not limited to, any
appellate proceedings), and in any suit brought by the Company to recover an advancement of
Expenses pursuant to the terms of an undertaking, the Company shall indemnify and hold
harmless the Indemnitee from and against all Expenses actually and reasonably incurred by the
Indemnitee in connection with such suit to the extent the Indemnitee has been successful, on the
merits or otherwise, in whole or in part, in defense of such suit.
11.Non-Exclusivity of Rights. 
(a)The rights to indemnification and to be held harmless and to the
advancement of Expenses provided by this Agreement shall not be deemed exclusive of any
other right that the Indemnitee may now or hereafter acquire under any applicable law,
agreement, vote of shareholders or Disinterested Directors, provisions of a charter or bylaws
(including the Certificate of Formation or Bylaws of the Company), or otherwise.
(b)The Company hereby acknowledges that Indemnitee may have certain
rights to indemnification, advancement of expenses and/or insurance provided by one or more
direct or indirect equityholders that have invested in the Company and/or certain affiliates of
such equityholders (collectively, the “Equityholders”). The Company hereby agrees that, in
connection with any Proceeding, it: (i) is the indemnitor of first resort (i.e., its obligations to
Indemnitee are primary and any obligation of the applicable Equityholder to advance expenses or
to provide indemnification for the same expenses or liabilities incurred by Indemnitee are
secondary); (ii) shall be required to advance the full amount of Expenses incurred by Indemnitee
and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts
paid in settlement to the extent legally permitted and as required by the terms of this Agreement
and the certificate of formation or bylaws of the Company (or any other agreement between the
Company and Indemnitee), without regard to any rights Indemnitee may have against the
applicable Equityholder; and (iii) irrevocably waives, relinquishes and releases the applicable
Equityholder from any and all claims against the applicable Equityholder for contribution,
subrogation or any other recovery of any kind in respect thereof. The Company further agrees
that no advancement or payment by the applicable Equityholder on behalf of Indemnitee with
respect to any claim for which Indemnitee has sought indemnification from the Company
hereunder shall affect the foregoing and that the applicable Equityholder shall have a right of
contribution and/or be subrogated to the extent of such advancement or payment to all of the
rights of recovery of Indemnitee against the Company.
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12.Expenses for Disputes Relating to Agreement.  In the event that the Indemnitee is
subject to or intervenes in any action, suit, or proceeding (i) in which the validity or
enforceability of this Agreement is at issue or (ii) to recover damages for breach of this
Agreement, the Indemnitee, if the Indemnitee prevails in whole or in part in such action, suit, or
proceeding, shall be entitled to recover from the Company and shall be indemnified and held
harmless by the Company from and against any Expenses actually and reasonably incurred by
the Indemnitee in connection therewith.
13.Continuation of Indemnity.  All agreements and obligations of the Company
contained herein shall continue during the period the Indemnitee is a director, officer, employee,
or agent of the Company or while a director, officer, employee, or agent is serving at the request
of the Company as a director, officer, partner, venturer, manager, employee, agent, administrator,
or trustee of another corporation or of a partnership, joint venture, limited liability company,
trust, or other enterprise, including service with respect to an employee benefit plan, and shall
continue thereafter with respect to any possible claims based on the fact that the Indemnitee was
a director, officer, employee, or agent of the Company or, while a director, officer, employee, or
agent of the Company, was serving at the request of the Company as a director, officer, partner,
venturer, manager, employee, agent, administrator, or trustee of another corporation or of a
partnership, joint venture, limited liability company, trust, or other enterprise, including service
with respect to an employee benefit plan.  This Agreement shall be binding upon all successors
and assigns of the Company (including any transferee of all or substantially all of its assets and
any successor by merger or operation of law) and shall inure to the benefit of the Indemnitee’s
heirs, executors, and administrators.
14.Notification and Defense of Proceeding.  Promptly after receipt by the Indemnitee
of any summons, citation, subpoena, complaint, indictment, information or other document
relating to notice of any Proceeding or matter which may be subject to indemnification or
advancement as provided hereunder, the Indemnitee shall, if a request for indemnification and to
be held harmless or an advancement of Expenses in respect thereof is to be made against the
Company under this Agreement, notify the Company in writing of the receipt thereof and include
complete copies of any documents or materials received in connection therewith; but the
omission so to notify the Company shall not relieve it from any liability that it may have to the
Indemnitee.  Notwithstanding any other provision of this Agreement, the Certificate of
Formation or the Bylaws, with respect to any such Proceeding of which the Indemnitee notifies
the Company:
(a)The Company shall be entitled to participate therein at its own expense;
(b)Except as otherwise provided in this Section 14(b), to the extent that it
may wish, the Company, jointly with any other indemnifying party similarly notified, shall be
entitled to assume the defense thereof, with counsel satisfactory to the Indemnitee.  After notice
from the Company to the Indemnitee of its election so to assume the defense thereof, the
Company shall not be liable to the Indemnitee under this Agreement for any expenses of counsel
subsequently incurred by the Indemnitee in connection with the defense thereof except as
otherwise provided below.  The Indemnitee shall have the right to employ the Indemnitee’s own
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counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from
the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee
unless (i) the employment of counsel by the Indemnitee has been authorized by the Company,
(ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest
between the Company and the Indemnitee in the conduct of the defense of such Proceeding, (iii)
after a Change in Control, the employment of counsel by Indemnitee that has been approved by
Independent Counsel, or (iv) the Company shall not within 60 calendar days after receipt of
notice from the Indemnitee in fact have employed counsel to assume the defense of the
Proceeding, in each of which cases the Indemnitee shall be entitled to advancement of all fees
and expenses of the Indemnitee’s counsel in accordance with Section 15 hereof and to
indemnification and to be held harmless from and against such fees and expenses in accordance
with the applicable provisions of this Agreement.  The Company shall not be entitled to assume
the defense of any Proceeding brought by or on behalf of the Company or as to which the
Indemnitee shall have made the conclusion provided for in (ii) above; and
(c)Notwithstanding any other provision of this Agreement, the Company
shall not be liable under this Agreement to indemnify the Indemnitee for, or to hold harmless the
Indemnitee from and against, any amounts paid in settlement of any Proceeding effected without
the Company’s written consent, or for any judicial or other award, if the Company was not given
an opportunity, in accordance with this Section 14, to participate in the defense of such
Proceeding; provided, however, that if a Change in Control has occurred, the Company shall be
liable for indemnification of Indemnitee for, and to hold the Indemnitee harmless from and
against, any amounts paid in settlement if the Independent Counsel has approved the settlement. 
The Company shall not settle any Proceeding in any manner that would impose any penalty or
limitation on or disclosure obligation with respect to the Indemnitee, or that would directly or
indirectly constitute or impose any admission or acknowledgment of fault or culpability with
respect to the Indemnitee, without the Indemnitee’s written consent. The Company shall
promptly notify Indemnitee once the Company has received an offer or intends to make an offer
to settle any such Proceeding and the Company shall provide Indemnitee as much time as
reasonably practicable to consider such offer; provided, however, Indemnitee shall have no less
than three (3) business days to consider the offer.  Neither the Company nor the Indemnitee shall
unreasonably withhold any consent required under this Section 14(c).
15.Advancement of Expenses.  All Expenses actually and reasonably incurred by the
Indemnitee in defending any Proceeding described in Section 4 hereof shall be paid by the
Company in advance of the final disposition of such Proceeding without making the
determination required under Section 4 at the request of the Indemnitee in accordance with, and
subject to the conditions contained in, this Section 15. To receive an advancement of Expenses
under this Agreement, the Indemnitee shall submit a written request to the Secretary of the
Company together with (i) documentation reasonably evidencing such Expenses, (ii) a written
undertaking by or on behalf of the Indemnitee to repay all amounts so advanced if it shall
ultimately be determined, by final judicial decision of a court of competent jurisdiction from
which there is no further right to appeal, that the Indemnitee is not entitled to be indemnified for
such Expenses by the Company as provided by this Agreement or otherwise, and (iii) a written
affirmation by the Indemnitee of the Indemnitee’s good faith belief that the Indemnitee has met
11
the standards of conduct necessary for indemnification under this Agreement.  Each such
advancement of Expenses shall be made within 20 calendar days after the receipt by the
Secretary of the Company of such written request.  The written undertaking by or on behalf of
the Indemnitee to repay any such amounts must be an unlimited general obligation of the
Indemnitee but is not required to be secured and shall not be subject to accrual or payment of any
interest thereon.  The Indemnitee’s entitlement to advancement of Expenses under this
Agreement shall include those actually and reasonably incurred in connection with any action,
suit, or proceeding by the Indemnitee seeking an adjudication or award in arbitration pursuant to
Section 10 of this Agreement (including the enforcement of this provision) to the extent the court
or arbitrator shall finally determine that the Indemnitee is entitled to an advancement of
Expenses hereunder.
16.Severability.  If any provision of this Agreement shall be held to be invalid,
illegal, or unenforceable as applied to any person or entity or circumstance for any reason
whatsoever, then, to the fullest extent permitted by law (a) the validity, legality, and
enforceability of such provision in any other circumstance and of the remaining provisions of
this Agreement (including, without limitation, all portions of any paragraphs of this Agreement
containing any such provision held to be invalid, illegal, or unenforceable, that are not by
themselves invalid, illegal, or unenforceable) and the application of such provision to other
persons or entities or circumstances shall not in any way be affected or impaired thereby, and
(b) to the fullest extent possible, the provisions of this Agreement (including, without limitation,
all portions of any paragraph of this Agreement containing any such provision held to be invalid,
illegal, or unenforceable, that are not themselves invalid, illegal, or unenforceable) shall be
construed so as to give effect to the intent of the parties that the Company provide protection to
the Indemnitee to the fullest  extent set forth in this Agreement.
17.Headings; References; Pronouns.  The headings of the sections 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.  References herein to section numbers are to sections of this
Agreement.  All pronouns and any variations thereof shall be deemed to refer to the singular or
plural as appropriate.
18.Insurance.
(a)To the extent that the Company maintains an insurance policy or policies
providing liability insurance for directors, officers, employees, or agents of the Company or for
directors, officers, partners, venturers, managers, employees, agents, administrators, or trustees
of any other corporation or of a partnership, limited liability company, joint venture, trust, or
other enterprise (including an employee benefit plan), the 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 any such director, officer, partner, venturer, manager, employee, agent,
administrator or trustee 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
12
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.
(b)In the event of a Change in Control or the Company’s becoming insolvent,
including being placed into receivership or entering the federal bankruptcy process, the Company
shall use reasonable efforts to maintain in force any and all insurance policies then maintained by
the Company providing liability insurance for directors, officers, employees, or agents of the
Company for a fixed period of six years thereafter (a “Tail Policy”).  Such coverage shall be non-
cancellable and shall be placed and serviced for the duration of its term by the Company’s
incumbent insurance broker. Such broker shall place the Tail Policy with the incumbent
insurance carriers using the policies that were in place at the time of the Change in Control or
insolvency (unless the incumbent carriers will not offer such policies, in which case the Tail
Policy placed by the Company’s insurance broker shall be substantially comparable in scope and
amount as the expiring policies, and the insurance carriers for the Tail Policy shall have an AM
Best rating that is the same or better than the AM Best ratings of the expiring policies).
19.Other Provisions.
(a)This Agreement and all disputes or controversies arising out of or related
to this Agreement shall be governed by, and construed in accordance with, the internal laws of
the State of Texas, without regard to the laws of any other jurisdiction that might be applied
because of conflicts of laws principles of the State of Texas, unless otherwise required by the law
of the state in which the Indemnitee primarily resides and works.
(b)Except with respect to any arbitration commenced by Indemnitee pursuant
to Section 11 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 Texas Business Court, Eleventh Business Court Division
(“Business Court”) of the State of Texas, or if the Business Court lacks jurisdiction, the state
district court of Harris County, Texas (“State Court”) (the applicable court, whether the Business
Court or State Court, the “Designated Court”)), (ii) consent to submit to the exclusive
jurisdiction of the Designated 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(h) of this Agreement with the same legal force and validity as if served upon such
party personally within the State of Texas, (iv) waive any objection to the laying of venue of any
such action or proceeding in the Designated Court and (v) waive, and agree not to plead or to
make, any claim that any such action or proceeding brought in the Designated Court has been
brought in an improper or inconvenient forum.
(c)UNLESS THE COMPANY CONSENTS IN WRITING TO A JURY
TRIAL, THE COMPANY AND INDEMNITEE HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT THAT THE COMPANY OR INDEMNITEE
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF
ACTION, COUNTERCLAIM, CROSS-CLAIM OR THIRD-PARTY CLAIM ARISING OUT
13
OF OR RELATING TO THIS AGREEMENT OR ANY OF THE MATTERS RELATING
HERETO OR ANY OBLIGATIONS HEREUNDER.
(d)This Agreement may be executed in one or more counterparts, each of
which shall be considered one and the same instrument and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the other party.
(e)This Agreement shall not be deemed an employment contract between the
Company and any Indemnitee, and, if the Indemnitee is an officer of the Company, the
Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any
reason, with or without cause, and with or without severance compensation, except as may be
otherwise provided in a separate written contract between the Indemnitee and the Company.
(f)In the event of payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee
(excluding insurance obtained on the Indemnitee’s own behalf and subject to Section 12(b)
above), and the Indemnitee shall execute all papers required and shall do everything that may be
necessary to secure such rights, including the execution of such documents necessary to enable
the Company effectively to bring suit to enforce such rights.
(g)This Agreement may not be amended, modified, or supplemented in any
manner, whether by course of conduct or otherwise, except by an instrument in writing
specifically designated as an amendment hereto, signed on behalf of each party; provided,
however, that no amendment, modification, or repeal of this Agreement or 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 official capacity.  No failure or delay of either party
in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or
partial exercise of any such right or power, or any abandonment or discontinuance of steps to
enforce such right or power, or any course of conduct, shall preclude any other or further
exercise thereof or the exercise of any other right or power.
(h)All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given if (1) delivered by
hand and receipted for by the party to whom said notice or other communication shall have been
directed, (2) mailed by certified or registered mail with postage prepaid, on the third business day
after the date on which it is so mailed, (3) mailed by reputable overnight courier and receipted
for by the party to whom said notice or other communication shall have been directed or (4) sent
by electronic mail transmission, with receipt of electronic or oral confirmation that such
transmission has been received:
(i)If to the Indemnitee, at such as address as the Indemnitee shall
provide to the Company.
(ii)If to the Company, to:
[]
Attention: []
14
Email: []
or to any other address as may have been furnished to Indemnitee by the
Company.
(i)To the fullest extent permitted by 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 (1) 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 (2) the relative fault of the Company (and its
directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/
or transactions.
(j)The form of this Agreement has been approved by the shareholders of the
Company for the purpose of the Company entering into substantially similar individual
indemnification agreements with the directors and officers of the Company.  As a result, as
permitted by TBOC Section 8.151(c), the Company acknowledges and agrees that this
Agreement may require indemnification or payment of Expenses in favor of the Indemnitee in
certain circumstances in which the Company would not otherwise have the power to do so under
the provisions of Chapter 8 of the TBOC or the Company’s Certificate of Formation or Bylaws.
(k)This Agreement supersedes any prior indemnification agreement between
the Indemnitee and the Company.  If the Company and the Indemnitee have previously entered
into an indemnification agreement providing for the indemnification of the Indemnitee by the
Company, this Agreement shall be deemed to amend and restated such prior agreement to read in
its entirety as, and be superseded by, this Agreement.
[The remainder of this page is intentionally left blank.]
SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT
IN WITNESS WHEREOF, the Company and the Indemnitee have caused this Agreement
to be executed as of the date first written above.
SPACE EXPLORATION TECHNOLOGIES
CORP.
By:
Name:
Title:
Indemnitee: