INDEMNIFICATION AGREEMENT

 

                                                                   EXHIBIT 10.10

                           INDEMNIFICATION AGREEMENT
                           -------------------------

    This Agreement, made and entered into this ____ of ___________, 199_
("Agreement"), by and between Vivid Technologies, Inc., a ______________
corporation ("Company"), and <1> ("Indemnitee").

    WHEREAS, the Company desires to retain the availability of its existing
directors and to be in a position to attract additional persons to serve in such
capacity; and

    WHEREAS, highly competent persons are becoming more reluctant to serve as
directors or in other capacities unless they are provided with adequate
protection through insurance or adequate indemnification against inordinate
risks of claims and actions against them arising out of their service to and
activities on behalf of the Company; and

    WHEREAS, the current impracticability of obtaining adequate insurance and
the uncertainties relating to indemnification have increased the difficulty of
attracting and retaining such persons; and

    WHEREAS, it is reasonable, prudent and necessary for the Company
contractually to obligate itself to indemnify such persons to the fullest extent
permitted by applicable law so that they will serve or continue to serve the
Company free from undue concern that they will not be so indemnified; and

    WHEREAS, Indemnitee is willing to serve, continue to serve and to take on
additional service for or on behalf of the Company on the condition that
Indemnitee be indemnified to the fullest extent permitted.

    NOW, THEREFORE, in consideration of the premises and the covenants contained
herein, the Company and Indemnitee do hereby covenant and agree as follows:

                                   ARTICLE I

                                  Definitions
                                  -----------

    For purposes of this Agreement the following terms shall have the meanings
indicated:

    1.01  "Board" shall mean the Board of Directors of the Company.
           -----                                                   

    1.02  "Change of Control" shall mean any of the following events:
           -----------------                                         

          (a)  Unless approved by the affirmative vote of at least two-thirds
               (2/3) of those members of the Board who are in office immediately
               prior to the event(s):

               (1)  the merger (except for a merger of a wholly-owned subsidiary
                    into the Company in which the Company is the surviving
                    corporation) or consolidation of the Company with, or the
                    sale or disposition of 50% or more of the assets of the
                    Company to, any person or entity or group of associated
                    persons or entities; or

               (2)  the direct or indirect beneficial ownership in the aggregate
                    of equity securities of the Company representing twenty
                    percent (20%) or more of the total combined voting power of
                    the Company's then issued and outstanding equity securities
                    by any person or entity, or group of associated persons or
                    entities acting in concert, not affiliated (within the
                    meaning of the Securities Act of 1933) with the Company as
                    of the date of this Agreement; or

               (3)  the shareholders of the Company approve any plan or proposal
                    for the liquidation or dissolution of the Company.

               For purposes of this clause (a), "beneficial ownership" and
               "equity securities" shall have the meanings given under Rules 
               13d-3 and 3a11-1, respectively, under the Securities Exchange 
               Act of 1934.

          (b)  A change in the composition of the Board at any time during any
               consecutive twenty-four (24) month period such that the
               "Continuing Directors" cease for any reason to constitute at
               least a seventy percent (70%) majority of the Board. For purposes
               of this clause (b), "Continuing Directors" means those members of
               the Board who either:

               (1)  were directors at the beginning of such consecutive twenty-
                    four (24) month period; or

               (2)  were elected by, or on the nomination or recommendation of,
                    at least a two-thirds (2/3) majority (consisting of at least
                    4 directors) of the then-existing Board.

    1.03  "Corporate Status" describes the status of a person who is or was a
           ----------------                                                  
director, officer, employee, agent, trustee or fiduciary of the Company or of
any other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise for which such person is or was serving as a director,
officer, employee or agent at the express written request of the Company.

    1.04  "Court" means the Court of Chancery of the State of Delaware, the
           -----
court in which the Proceeding in respect of which indemnification is sought by
the Indemnitee shall have been brought or is pending, or another court having
subject jurisdiction and personal jurisdiction over the parties.

    1.05  "Disinterested Director" means a director of the Company who is not
           ----------------------
and was not and is not threatened to be a party to the Proceeding in respect of
which indemnification is sought by Indemnitee.

    1.06  "Enterprise" shall mean the Company and any other corporation,
           ----------                                                   
partnership, joint venture, trust, employee benefit plan or other enterprise of
which Indemnitee is or was serving at the express written request of the Company
as a director, officer, employee, agent, trustee or fiduciary.

    1.07  "Expenses" shall include, without limitation, all reasonable
           --------
attorneys' fees, retainers, court costs, transcript costs, fees of experts,
witness fees, travel expenses, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service fees, and all other disbursements
or expenses of the types customarily incurred in connection with prosecuting,

                                      -2-

defending, preparing to prosecute or defend, investigating or being or preparing
to be a witness in a Proceeding.

    1.08  "Good Faith" shall mean Indemnitee having acted in good faith and in a
           ----------                                                           
manner Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any Proceeding which is criminal
in nature, having had no reasonable cause to believe Indemnitee's conduct was
unlawful.

    1.09  "Independent Counsel" means a law firm, or a member of a law firm,
           -------------------
that is experienced in matters of corporation law and may include law firms or
members thereof that are regularly retained by the Company but not any other
party to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term "Independent Counsel" shall not include
any person who, under the standards of professional conduct then prevailing and
applicable to such counsel, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee's rights
under this Agreement.

    1.10  "Proceeding" includes any pending, threatened or completed action,
           ----------                                                       
suit, arbitration, alternate dispute resolution mechanism, investigation
(including any internal corporate investigation), administrative hearing or any
other pending, threatened or completed proceeding whether civil, criminal,
administrative or investigative, other than one initiated by Indemnitee.  For
purposes of the foregoing sentence, a "Proceeding" shall not be deemed to have
been initiated by Indemnitee where Indemnitee seeks pursuant to Article VIII of
this Agreement to enforce Indemnitee's rights under this Agreement.

                                  ARTICLE II

                               Term of Agreement
                               -----------------

    This Agreement shall continue until and terminate upon the later of:  (i)
ten (10) years after the date that Indemnitee shall have ceased to serve as a
director, officer, employee, agent, trustee or fiduciary of the Company or of
any other Enterprise; or (ii) the final termination of all pending Proceedings
in respect of which Indemnitee is granted rights of indemnification or
advancement of expenses hereunder and of any proceeding commenced by Indemnitee
pursuant to Article VIII of this Agreement relating thereto.

                                  ARTICLE III

                 Services by Indemnitee, Notice of Proceedings
                 ---------------------------------------------

    3.01  Services.  Indemnitee agrees to serve or continue to serve as a
          --------                                                       
Director of the Company for so long as he is duly elected or appointed.
Indemnitee may at any time and for any reason resign from such position (subject
to any other contractual obligation or any obligation imposed by operation of
law).

    3.02  Notice of Proceeding.  Indemnitee agrees promptly to notify the
          --------------------
Company in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding
or matter which may be subject to indemnification or advancement of Expenses
covered hereunder, but the omission so to notify the Company shall not relieve
the Company from its obligations hereunder.

                                      -3-

                                  ARTICLE IV

                                Indemnification
                                ---------------

    4.01  In General.  In connection with any Proceeding, the Company shall
          ----------                                                       
indemnify, and advance Expenses, to Indemnitee as provided in this Agreement and
to the fullest extent permitted by applicable law in effect on the date hereof
and to such greater extent as applicable law may hereafter from time to time
permit.

    4.02  Proceedings Other Than Proceedings by or in the Right of the Company.
          --------------------------------------------------------------------  
Indemnitee shall be entitled to the rights of indemnification provided in this
Section 4.02 if, by reason of Indemnitee's Corporate Status, Indemnitee is, or
is threatened to be made, a party to or is otherwise involved in any Proceeding,
other than a Proceeding by or in the right of the Company.  Indemnitee shall be
indemnified against Expenses, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by Indemnitee or on Indemnitee's
behalf in connection with such Proceeding or any claim, issue or matter therein,
if Indemnitee acted in Good Faith.

    4.03  Proceedings by or in the Right of the Company.  Indemnitee shall be
          ---------------------------------------------                      
entitled to the rights of indemnification provided in this Section 4.03 if, by
reason of Indemnitee's Corporate Status, Indemnitee is, or is threatened to be
made, a party to or is otherwise involved in any Proceeding brought by or in the
right of the Company to procure a judgment in its favor.  Indemnitee shall be
indemnified against Expenses, judgments, penalties, and amounts paid in defense
or settlement, actually and reasonably incurred by Indemnitee or on Indemnitee's
behalf in connection with such Proceeding or any claim, issue or matter therein,
if Indemnitee acted in Good Faith.  Notwithstanding the foregoing, no such
indemnification shall be made in respect of any claim, issue or matter in such
Proceeding as to which Indemnitee shall have been adjudged to be liable to the
Company if applicable law prohibits such indemnification; provided, however,
that, if applicable law so permits, indemnification shall nevertheless be made
by the Company in such event if and only to the extent that the Court which is
considering the matter shall deem proper.

    4.04  Indemnification of a Party Who is Wholly or Partly Successful.
          -------------------------------------------------------------  
Notwithstanding any other provision of this Agreement, to the extent that
Indemnitee is, by reason of Indemnitee's Corporate Status, a party to or is
otherwise involved in and is successful, on the merits or otherwise, in any
Proceeding, Indemnitee shall be indemnified to the maximum extent permitted by
law, against all Expenses, judgments, penalties, fines, and amounts paid in
defense or settlement, actually and reasonably incurred by Indemnitee or on
Indemnitee's behalf in connection therewith.  If Indemnitee is not wholly
successful in such Proceeding but is successful, on the merits or otherwise, as
to one or more but less than all claims, issues or matters in such Proceeding,
the Company shall indemnify Indemnitee to the maximum extent permitted by law,
against all Expenses, judgments, penalties, fines, and amounts paid in defense
or settlement, actually and reasonably incurred by Indemnitee or on Indemnitee's
behalf in connection with each successfully resolved claim, issue or matter.
For purposes of this Section 4.04 and without limitation, the termination of any
claim, issue or matter in such a Proceeding by dismissal, with or without
prejudice, shall be deemed to be a successful result as to such claim, issue or
matter.

    4.05  Indemnification for Expenses of a Witness.  Notwithstanding any other
          -----------------------------------------                            
provision of this Agreement, to the extent that Indemnitee is, by reason of
Indemnitee's Corporate Status, a 

                                      -4-

witness in any Proceeding, Indemnitee shall be indemnified against all Expenses
actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in
connection therewith.

                                   ARTICLE V

                            Advancement of Expenses
                            -----------------------

    Notwithstanding any provision to the contrary in Article VI, the Company
(acting through the Chairman, President or any Vice President of the Company)
shall advance all reasonable Expenses which, by reason of Indemnitee's Corporate
Status, were incurred by or on behalf of Indemnitee in connection with any
Proceeding, within twenty (20) days after the receipt by the Company of a
statement or statements from Indemnitee requesting such advance or advances,
whether prior to or after final disposition of such Proceeding.  Such statement
or statements shall reasonably evidence the Expenses incurred by Indemnitee and
shall include or be preceded or accompanied by an undertaking by or on behalf of
Indemnitee to repay any Expenses if it shall ultimately be determined that
Indemnitee is not entitled to be indemnified against such Expenses.  Any advance
and undertakings to repay pursuant to this Article V shall be unsecured and
interest free and without reference to the financial ability of the Indemnitee
to make such repayment.  Advancement of Expenses pursuant to this Article V
shall not require approval of the Board of Directors or the shareholders of the
Company, or of any other person or body.  The Secretary of the Company shall
promptly advise the Board in writing of the request for advancement of Expenses,
of the amount and other details of the advance and of the undertaking to make
repayment pursuant to this Article V.

                                  ARTICLE VI

        Procedures for Determination of Entitlement to Indemnification
        --------------------------------------------------------------

    6.01  Initial Request.  To obtain indemnification under this Agreement
          ---------------
(other than advancement of Expenses pursuant to Article V), Indemnitee shall
submit to the Company a written request, including therein or therewith such
documentation and information as is reasonably available to Indemnitee and is
reasonable necessary to determine whether and to what extent Indemnitee is
entitled to indemnification. The Secretary of the Company shall promptly advise
the Board in writing that Indemnitee has requested indemnification.

    6.02  Method of Determination.  A determination (if required by applicable
          -----------------------                                             
law) with respect to Indemnitee's entitlement to indemnification shall be made
as follows:

          (a)  if a Change in Control has occurred, unless Indemnitee shall
               request in writing that such determination be made in accordance
               with clause (b) of this Section 6.02, the determination shall be
               made by Independent Counsel in a written statement to the Board,
               a copy of which shall be delivered to Indemnitee;

          (b)  if a Change of Control has not occurred, and subject to Section
               6.05, the determination shall be made by the Board by a majority
               vote of a quorum consisting of Disinterested Directors (or
               pursuant to unanimous written consent in lieu of a meeting if all
               of the Company's Directors are Disinterested). In the event that
               a quorum of the Board consisting of Disinterested Directors is
               not obtainable or, even if obtainable, such quorum

                                      -5-

               of Disinterested Directors so directs, the determination shall be
               made by Independent Counsel in a written opinion to the Board, a
               copy of which shall be delivered to Indemnitee.

    6.03  Selection, Payment, Discharge, of Independent Counsel.  In the event
          -----------------------------------------------------               
the determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 6.02 of this Agreement, the Independent Counsel
shall be selected, paid, and discharged in the following manner:

          (a)  If a Change of Control has not occurred, the Independent Counsel
               shall be selected by the Board, and the Company shall give
               written notice to Indemnitee advising Indemnitee of the identity
               of the Independent Counsel so selected.

          (b)  If a Change of Control has occurred, the Independent Counsel
               shall be selected by Indemnitee (unless Indemnitee shall request
               that such selection be made by the Board, in which event clause
               (a) of this section shall apply), and Indemnitee shall give
               written notice to the Company advising it of the identity of the
               Independent Counsel so selected.

          (c)  Following the initial selection described in clauses (a) and (b)
               of this Section 6.03, Indemnitee or the Company, as the case may
               be, may, within seven (7) days after such written notice of
               selection has been given, deliver to the other party a written
               objection to such selection. Such objection may be asserted only
               on the ground that the Independent Counsel so selected does not
               meet the requirements of "Independent Counsel" as defined in
               Section 1.10 of this Agreement, and the objection shall 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 made, the
               Independent Counsel so selected may not serve as Independent
               Counsel unless and until a court has determined that such
               objection is without merit.

          (d)  Either the Company or Indemnitee may petition a Court if the
               parties have been unable to agree on the selection of Independent
               Counsel within twenty (20) days after submission by Indemnitee of
               a written request for indemnification pursuant to Section 6.01 of
               this Agreement. Such petition may request a determination whether
               an objection to the party's selection is without merit and/or
               seek the appointment as Independent Counsel of a person selected
               by the Court or by such other person as the Court shall
               designate. A person so appointed shall act as Independent Counsel
               under Section 6.02 of this Agreement.

          (e)  The Company shall pay any and all reasonable fees and expenses of
               Independent Counsel incurred by such Independent Counsel in
               connection with acting pursuant to this Agreement, and the
               Company shall pay all reasonable fees and expenses incident to
               the procedures of this Section 6.03, regardless of the manner in
               which such Independent Counsel was selected or appointed.

          (f)  Upon the due commencement of any judicial proceeding or
               arbitration pursuant to Section 8.01(c) of this Agreement,
               Independent Counsel shall be 

                                      -6-

               discharged and relieved of any further responsibility in such
               capacity (subject to the applicable standards of professional
               conduct then prevailing).

    6.04  Cooperation.  Indemnitee shall cooperate with the person, persons or
          -----------                                                         
entity making the determination with respect to Indemnitee's entitlement to
indemnification under this Agreement, including providing to such person,
persons or entity 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 to such
determination.  Any costs or expenses (including attorneys' fees and
disbursements) incurred by Indemnitee in so cooperating with the person, persons
or entity making such determination 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 Indemnitee harmless therefrom.

    6.05  Payment.  If it is determined that Indemnitee is entitled to
          -------                                                     
indemnification, payment to Indemnitee shall be made within ten (10) days after
such determination.

                                  ARTICLE VII

                Presumptions and Effect of Certain Proceedings
                ----------------------------------------------

    7.01  Burden of Proof.  In making a determination with respect to
          ---------------
entitlement to indemnification hereunder, the person, persons or entity making
such determination shall presume that Indemnitee is entitled to indemnification
under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 6.01 of this Agreement, and the Company shall have
the burden of proof to overcome that presumption in connection with the making
by any person, persons or entity of any determination contrary to that
presumption.

    7.02  Effect of Other Proceedings.  The termination of any Proceeding or of
          ---------------------------                                          
any claim, issue or matter therein, by judgment, order, settlement or
conviction, or upon a plea of guilty or of nolo contendere or its equivalent,
                                           ---------------                   
shall not (except as otherwise expressly provided in this Agreement) of itself
adversely affect the right of Indemnitee to indemnification or create a
presumption that Indemnitee did not act in Good Faith.

    7.03  Reliance as Safe Harbor.  For purposes of any determination of Good
          -----------------------                                            
Faith, Indemnitee shall be deemed to have acted in Good Faith if Indemnitee's
action is based on the records or books of account of the Enterprise, including
financial statements, or on information supplied to Indemnitee by the officers
of the Enterprise in the course of their duties, or on the advice of legal
counsel for the Enterprise or on information or records given or reports made to
the Enterprise by an independent certified public accountant or by an appraiser
or other expert selected with reasonable care by the Enterprise.  The provisions
of this Section 7.03 shall not be deemed to be exclusive or to limit in any way
the other circumstances in which the Indemnitee may be deemed to have met the
applicable standard of conduct set forth in this Agreement.

    7.04  Actions of Others.  The knowledge and/or actions, or failure to act,
          -----------------
of any director, officer, employee, agent, trustee or fiduciary of the
Enterprise shall not be imputed to Indemnitee for purposes of determining the
right to indemnification hereunder.

                                      -7-

                                 ARTICLE VIII

                            Remedies of Indemnitee
                            ----------------------

    8.01  Application.  This Article VIII shall apply in the event of a Dispute.
          -----------    
For purposes of this Article, "Dispute", shall mean any of the following events:

          (a)  a determination is made pursuant to Article VI of this Agreement
               that Indemnitee is not entitled to indemnification under this
               Agreement;

          (b)  advancement of Expenses is not timely made pursuant to Article V
               of this Agreement;

          (c)  the determination of entitlement to be made pursuant to Section
               6.02 of this Agreement has not been made within ninety (90) days
               after receipt by the Company of the request for indemnification;

          (d)  payment of indemnification is not made pursuant to Section 4.05
               of this Agreement within ten (10) days after receipt by the
               Company of a written request therefor; or

          (e)  payment of indemnification is not made within ten (10) days after
               a determination has been made that Indemnitee is entitled to
               indemnification or such determination is deemed to have been made
               pursuant to Article VI of this Agreement.

    8.02  Adjudication.  In the event of a Dispute, Indemnitee shall be entitled
          ------------                                                          
to an adjudication in an appropriate Court of Indemnitee's entitlement to such
indemnification or advancement of Expenses.  Alternatively, Indemnitee, at
Indemnitee's option, may seek an award in arbitration to be conducted by a
single arbitrator pursuant to the rules of the American Arbitration Association.
Indemnitee shall commence such proceeding seeking an adjudication or an award in
arbitration within one hundred eighty (180) days following the date on which a
Dispute arose.  The Company shall not oppose Indemnitee's right to seek any such
adjudication or award in arbitration.

    8.03  De Novo Review.  In the event that a determination shall have been
          --------------
made pursuant to Article VI of this Agreement that Indemnitee is not entitled to
indemnification, any judicial proceeding or arbitration commenced pursuant to
this Article VIII shall be conducted in all respects as a de novo trial, or
                                                          -------
arbitration, on the merits and Indemnitee shall not be prejudiced by reason of
that adverse determination. In any such proceeding or arbitration, the Company
shall have the burden of proving that Indemnitee is not entitled to
indemnification or advancement of Expenses, as the case may be.

    8.04  Company Bound.  If a determination shall have been made or deemed to
          -------------                                                       
have been made pursuant to Article VI of this Agreement that Indemnitee is
entitled to indemnification, the Company shall be bound by such determination in
any judicial proceeding or arbitration absent (i) a misstatement by Indemnitee
of a material fact, or any omission of a material fact necessary to make
Indemnitee's statement not materially misleading, in connection with
Indemnitee's request for indemnification, or (ii) a prohibition of such
indemnification under applicable law.

                                      -8-

    8.05  Procedures Valid.  The Company shall be precluded from asserting in
          ----------------
any judicial proceeding or arbitration commenced pursuant to this Article VIII
that the procedures and presumptions of this Agreement are not valid, binding
and enforceable and shall stipulate in any such court or before any such
arbitrator that the Company is bound by all the provisions of this Agreement.

    8.06  Expenses of Adjudication.  In the event that Indemnitee, pursuant to
          ------------------------                                            
this Article VIII, seeks a judicial adjudication of or an award in arbitration
to enforce Indemnitee's rights under, or to recover damages for breach of, this
Agreement, Indemnitee shall be entitled to recover from the Company, and shall
be indemnified by the Company against, any and all expenses (of the types
described in the definition of Expenses in Section 1.07 of this Agreement)
actually and reasonably incurred by Indemnitee in such adjudication or
arbitration, but only if Indemnitee prevails therein.  If it shall be determined
in such adjudication or arbitration that Indemnitee is entitled to receive part
but not all of the indemnification or advancement of Expenses sought, the
expenses incurred by Indemnitee in connection with such adjudication or
arbitration shall be appropriately prorated.

                                  ARTICLE IX

                    Non-exclusivity, Insurance, Subrogation
                    ---------------------------------------

    9.01  Non-Exclusivity.  The rights of indemnification and to receive
          ---------------                                               
advancement of Expenses as provided by this Agreement shall not be deemed
exclusive of any other rights to which Indemnitee may at any time be entitled
under applicable law, the Company's Certificate of Incorporation, the Company's
By-Laws, any agreement, a vote of shareholders or a resolution of Disinterested
directors, or otherwise.  No amendment, alteration, rescission or replacement of
this Agreement or any provision hereof shall be effective as to Indemnitee with
respect to any action taken or omitted by such Indemnitee in Indemnitee's
Corporate Status prior to such amendment, alteration, rescission or replacement.

    9.02  Insurance.  The Company may maintain, at its expense,  an insurance
          ---------                                                          
policy or policies to protect itself and Indemnitee against liability arising
out of the subject matter of this Agreement or otherwise.

    9.03  Subrogation.  In the event of any payment under this Agreement, the
          -----------                                                        
Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and take all
action necessary to secure such rights, including execution of such documents as
are necessary to enable the Company to bring suit to enforce such rights.

    9.04  No Duplicative Payment.  The Company shall not be liable under this
          ----------------------                                             
Agreement to make any payment of amounts otherwise indemnifiable hereunder if
and to the extent that Indemnitee has otherwise actually received such payment
under any insurance policy, contract, agreement or otherwise.

                                      -9-

                                   ARTICLE X

                              General Provisions
                              ------------------

    10.01 Successors and Assigns.  This Agreement shall be binding upon the
          ----------------------                                           
Company and its successors and assigns and shall inure to the benefit of
Indemnitee and Indemnitee's legal representatives, heirs, executors and
administrators.

    10.02 Severability.  If any provision or provisions of this Agreement shall
          ------------                                                         
be held to be invalid, illegal or unenforceable for any reason whatsoever:

          (a)  the validity, legality and enforceability of the remaining
               provisions of this Agreement (including without limitation, each
               portion of any Section of this Agreement containing any such
               provision held to be invalid, illegal or unenforceable, that is
               not itself invalid, illegal or unenforceable) 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, each portion of any section of
               this Agreement containing any such provision held to be invalid,
               illegal or unenforceable, that is not itself invalid, illegal or
               unenforceable) shall be construed so as to give effect to the
               intent manifested by the provision held invalid, illegal or
               unenforceable.

    10.03 No Adequate Remedy.  The parties declare that it is impossible to
          ------------------                                               
measure in money the damages which will accrue to either party by reason of a
failure to perform any of the obligations under this Agreement.  Therefore, if
either party shall institute any action or proceeding to enforce the provisions
hereof, such party against whom such action or proceeding is brought hereby
waives the claim or defense that such party has an adequate remedy at law, and
such party shall not urge in any such action or proceeding the claim or defense
that the other party has an adequate remedy at law.

    10.04 Headings.  The headings of the paragraphs 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.

    10.05 Modification and Waiver.  No supplement, modification or amendment of
          -----------------------                                              
this Agreement shall be binding unless executed in writing by both of the
parties hereto.  No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.

    10.06 Notices.  All notices, requests, demands and other communications
          -------                                                          
hereunder shall be in writing and shall be deemed to have been duly given if (i)
delivered by hand and receipted for by the party to whom said notice or other
communication shall have been directed, or (ii) mailed by certified or
registered mail with postage prepaid, on the third business day after the date
on which it is so mailed:

    If to Indemnitee, to:       As shown with Indemnitee's
                                signature below.

                                      -10-

    If to the Company, to:      Vivid Technologies, Inc.
                                10E Commerce Way
                                Woburn, MA 01801

or to such other address as may have been furnished to Indemnitee by the Company
or to the Company by Indemnitee, as the case may be.

    10.07 Governing Law.  The parties agree that this Agreement shall be
          -------------                                                 
governed by, and construed and enforced in accordance with, the laws of the
State of Delaware without application of the conflict of laws principles
thereof.

    10.08 Entire Agreement.  This Agreement constitutes the entire agreement
          ----------------                                                  
and understanding between the parties hereto in reference to all the matters
herein agreed upon.  This Agreement replaces in full all prior indemnification
agreements or understandings of the parties hereto, and any all such prior
agreements or understandings are hereby rescinded by mutual agreement.

    IN WITNESS WHEREOF, the parties hereto have executed this agreement on the
day and year first above written.

                             VIVID TECHNOLOGIES, INC.

ATTEST:

                             BY: ___________________________
                             Its___________________________

BY:______________________

                             INDEMNITEE

                             ______________________________
                             Less Than 1 Greater Than

                             Address: Less Than 2 Greater Than

                                      -11- 

Basic Info X:

Name: INDEMNIFICATION AGREEMENT
Type: Indemnification Agreement
Date: Oct. 17, 1996
Company: VIVID TECHNOLOGIES INC
State: Massachusetts

Other info:

Organization:

  • Board of Directors of the Company
  • Court of Chancery of the State of Delaware
  • Indemnitee , Notice of Proceedings
  • VI Procedures for Determination of Entitlement
  • Change of Control
  • American Arbitration Association
  • Vivid Technologies , Inc. 10E Commerce Way Woburn

Location:

  • Safe Harbor
  • Indemnitee
  • MA

Person:

  • Indemnitee
  • VIII

Percent:

  • 50 %
  • twenty percent
  • 20 %
  • seventy percent
  • 70 %