Item 1.01. Entry into a Material Definitive Agreement.

On April 28, 2009, the Board of Directors of Cintas Corporation ("Cintas") approved a form of indemnification agreement ("Indemnification Agreement") and authorized Cintas to enter into the Indemnification Agreement with each of its directors and executive officers.

Cintas' Restated Articles of Incorporation and Amended and Restated Bylaws contain certain provisions providing for indemnification of Cintas' directors and/or executive officers to the full extent permitted by Washington law. The Indemnification Agreement is intended to supplement the non-exclusive indemnification provisions in the Articles and Bylaws to provide additional protections against risks associated with his service as a director and/or executive officer of Cintas and to clarify such person's rights as a director and/or executive officer with respect to indemnification in certain circumstances, in all cases consistent with Washington law. The indemnification agreement sets out, among other things, the process for determining entitlement to indemnification, the conditions to advancement of expenses, the procedures for enforcement of indemnification rights, the limitations on indemnification and requirements relating to the notice and defense of claims for which indemnification is sought.

The foregoing summary of the Indemnification Agreement is not complete and is qualified in its entirety by reference to the Indemnification Agreement, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Form 8-K by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Form of Indemnification Agreement

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