OMNISKY CORPORATION



                            INDEMNIFICATION AGREEMENT





        This Indemnification Agreement ("Agreement") is effective as of

___________, 2000 by and between OmniSky Corporation, a Delaware corporation

(the "Company"), and ____________________ ("Indemnified Person").



        WHEREAS, the Company desires to attract and retain the services of

highly qualified individuals, such as Indemnified Person, to serve the Company

and its related entities;



        WHEREAS, in order to induce Indemnified Person to continue to provide

services to the Company, the Company wishes to provide for the indemnification

of, and the advancement of expenses to, Indemnified Person to the maximum extent

permitted by law;



        WHEREAS, the Company and Indemnified Person recognize the continued

difficulty in obtaining liability insurance for the Company's directors,

officers, employees, agents and fiduciaries, the significant increases in the

cost of such insurance and the general reductions in the coverage of such

insurance;



        WHEREAS, the Company and Indemnified Person further recognize the

substantial increase in corporate litigation in general, subjecting directors,

officers, employees, agents and fiduciaries to expensive litigation risks at the

same time as the availability and coverage of liability insurance has been

severely limited; and



        WHEREAS, in view of the considerations set forth above, the Company

desires that Indemnified Person shall be indemnified and advanced expenses by

the Company as set forth herein;



        NOW, THEREFORE, the Company and Indemnified Person hereby agree as set

forth below.



1.      Certain Definitions.



        (a) "Change in Control" shall mean, and shall be deemed to have occurred

if, on or after the date of this Agreement, (i) any "person" (as such term is

used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as

amended), other than a stockholder holding greater than 25% of the total voting

power represented by the Company's outstanding voting securities as of the first

date above written, a trustee or other fiduciary holding securities under an

employee benefit plan of the Company acting in such capacity 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, becomes the

"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or

indirectly, of securities of the



<PAGE>   2



Company representing more than 50% of the total voting power represented by the

Company's then outstanding Voting Securities, (ii) during any period of two

consecutive years, individuals who at the beginning of such 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 thereof, or (iii) the stockholders of the

Company approve a merger or consolidation of the Company with any other

corporation other than a merger or consolidation which would result in the

Voting Securities of the Company outstanding immediately prior thereto

continuing to represent (either by remaining outstanding or by being converted

into Voting Securities of the surviving entity) at least 80% of the total voting

power represented by the Voting Securities of the Company or such surviving

entity outstanding immediately after such merger or consolidation, or the

stockholders of the Company approve a plan of complete liquidation of the

Company or an agreement for the sale or disposition by the Company of (in one

transaction or a series of related transactions) all or substantially all of the

Company's assets.



            (b) "Claim" shall mean with respect to a Covered Event: any

threatened, pending or completed action, suit, proceeding or alternative dispute

resolution mechanism, or any hearing, inquiry or investigation that Indemnified

Person in good faith believes might lead to the institution of any such action,

suit, proceeding or alternative dispute resolution mechanism, whether civil,

criminal, administrative, investigative or other.



            (c) References to the "Company" shall include, in addition to

OmniSky Corporation any constituent corporation (including any constituent of a

constituent) absorbed in a consolidation or merger to which OmniSky Corporation

(or any of its wholly owned subsidiaries) is a party which, if its separate

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC