INDEMNIFICATION AGREEMENT

    This Indemnification Agreement (the "Agreement") is made as of June 27, 2001, by and between Power Measurement Holdings, Inc., a Delaware corporation (the "Company"), and Name (the "Indemnitee").

RECITALS

    Indemnitee is currently serving as a director, officer and/or key employee of the Company or certain of its Affiliates. As used in this Agreement, the term "Affiliate" shall include any corporation, partnership, joint venture, trust or other enterprise in which Indemnitee acts as a director, officer, employee or agent at the direction of the Company, as well as any parent or subsidiary of the Company. The Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance for directors, officers and key employees of the Company and its Affiliates, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. The Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors, officers and key employees of the Company and its Affiliates to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited. Indemnitee does not regard the current protection available as adequate under the present circumstances, and Indemnitee and agents of the Company and its Affiliates may not be willing to continue to serve as agents of the Company and its Affiliates without additional protection. The Company and its Affiliates desire to attract and retain the services of highly qualified individuals, such as Indemnitee, and to indemnify their directors, officers and key employees so as to provide them with the maximum protection permitted by law.

AGREEMENT

    In consideration of the mutual promises made in this Agreement, and for other good and valuable consideration, receipt of which is hereby acknowledged, the Company and Indemnitee hereby agree as follows:

    1.  Indemnification.

    (a) Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company or an Affiliate) by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company or an Affiliate or by reason of any action or inaction on the part of Indemnitee while a director, officer, employee or agent of the Company or an Affiliate against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or the Affiliate, as applicable, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or the Affiliate, as applicable, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful.

    (b) Proceedings By or in the Right of the Company or an Affiliate. The Company shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any

threatened, pending or completed action or proceeding by or in the right of the Company or an Affiliate to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company or any Affiliate or by reason of any action or inaction on the part of Indemnitee while a director, officer, employee or agent of the Company or any Affiliate against expenses (including attorneys' fees) and, to the fullest extent permitted by law, amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld), in each case to the extent actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such action or suit if Indemnitee 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 its stockholders or any Affiliate and its stockholders, as applicable, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudicated by court order or judgment to be liable to the Company in the performance of Indemnitee's duty to the Company or any Affiliate and its stockholders unless and only to the extent that the court in which such action or proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.


 

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