Prepared by MERRILL CORPORATION




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EXHIBIT 10.13    
  


 
 

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. 



    (c) Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Section 1(a) or Section 1(b) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by Indemnitee in connection therewith. 




    2.  No Employment Rights. Nothing contained in this Agreement is intended to create in Indemnitee any right to continued
employment. 


    3.  Expenses; Indemnification Procedure. 



    (a) Advancement of Expenses. The Company shall advance all expenses incurred by Indemnitee in connection with the
investigation, defense, settlement or appeal of any civil or criminal action, suit or proceeding referred to in Section 1(a) or Section 1(b) hereof (including amounts actually paid in
settlement of any such action, suit or proceeding). Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is
not entitled to be indemnified by the Company as authorized hereby. 


    (b) Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to his or her right to be indemnified
under this Agreement, give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to
the Company shall be directed to the Chief Executive Officer of the Company and shall be given in accordance with the provisions of Section 12(d) below. In addition, Indemnitee shall give the
Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. 



    (c) Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made
no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Certificate of
Incorporation, Bylaws or other charter documents of the Company or any Affiliate providing for indemnification, is not paid in full by the Company within twenty (20) days after a written
request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim
and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any
such action 



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(other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards
of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee
shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further
right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to
decide, and neither the failure of the Company or any Affiliate (including the Board of Directors, any committee or subgroup of the Board of Directors, or the stockholders of the Company or any
Affiliate or independent legal counsel thereto) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of
conduct required by applicable law, nor an actual determination by the Company or any Affiliate (including the Board of Directors, any committee or subgroup of the Board of Directors or the
stockholders of the Company or any Affiliate or independent legal counsel thereto) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or
has not met the applicable standard of conduct. 


    (d) Notice to Insurers. If, at the time of the receipt of a notice of a claim pursuant to Section 3(b) 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 shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of
such proceeding in accordance with the terms of such policies. 


    (e) Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the
expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to
Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be
liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to
employ counsel in any such proceeding at Indemnitee's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company,
(B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall
not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company. 




    4.  Additional Indemnification Rights; Nonexclusivity. 



    (a) Scope. Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify the Indemnitee
to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Certificate of Incorporation, Bylaws or
other charter documents of the Company or any Affiliate or by statute. In the event of any change, after the date of this Agreement, in any applicable law, statute, or rule which
expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes shall be deemed to be within the purview of Indemnitee's rights and the
Company's obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board of
directors or an officer, such changes, to the extent not 



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otherwise required by such law, statute or rule to be applied to this Agreement shall have no effect on this Agreement or the parties' rights and obligations hereunder. 


    (b) Nonexclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which
Indemnitee may be entitled under the Certificate of Incorporation, Bylaws or other charter documents of the Company or any Affiliate, any agreement, any vote of stockholders or disinterested members
of the Board of Directors of the Company or any Affiliate, the General Corporation Law of the State of Delaware, or otherwise, both as to action in Indemnitee's official capacity and as to action in
another capacity while holding such office. The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity
even though he or she may have ceased to serve in any such capacity at the time of any action, suit or other covered proceeding. 


    (c) Period of Coverage. The indemnification provided by this Agreement shall cover Indemnitee's service as a director,
officer, employee or agent of the Company or any Affiliate and all of his or her acts in such capacity, whether prior to or on or after the date of this Agreement. 




    5.  Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the
Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred in the investigation, defense, appeal or settlement of any civil or criminal action, suit
or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee
is entitled. 


    6.  Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that in certain instances, Federal law or public
policy may override applicable state law and prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. For example, the Company and Indemnitee acknowledge
that the Securities and Exchange Commission (the "SEC") has taken the position that indemnification is not permissible for liabilities arising under
certain federal securities laws, and federal legislation prohibits indemnification for certain ERISA violations. Indemnitee understands and acknowledges that the Company may be required in the future
to undertake with the SEC to submit the question of indemnification to a court in certain circumstances for a determination of the Company's right under public policy to indemnify Indemnitee. 



    7.  Officer and Director Liability Insurance. The Company shall, from time to time, make the good faith determination
whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company and its
Affiliates with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will
weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of director and officer liability insurance, Indemnitee shall be named as an
insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the
Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, if Indemnitee is not an officer or director but is a key employee.
Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the
premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit,
or if Indemnitee is covered by similar insurance maintained by an Affiliate of the Company. 


    8.  Severability. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do
or fail to do any act in violation of applicable law. The Company's inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a 


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breach of this Agreement. The provisions of this Agreement shall be severable as provided in this Section 8. If this Agreement or any portion hereof shall be invalidated on any ground by any
court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated,
and the balance of this Agreement not so invalidated shall be enforceable in accordance with its terms. 


    9.  Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant
to the terms of this Agreement: 



    (a) Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims
initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement or any
other statute or law or otherwise as required under Section 145 of the Delaware General Corporation Law, but such indemnification or advancement of expenses may be provided by the Company in
specific cases if the Board of Directors finds it to be appropriate; 


    (b) Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by Indemnitee with respect to any proceeding
instituted by Indemnitee to enforce or interpret this Agreement, if a court of
competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous; 



    (c) Insured Claims. To indemnify Indemnitee for expenses or liabilities of any type whatsoever (including, but not
limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the extent such expenses or liabilities have been paid directly to Indemnitee by an insurance carrier
under a policy of officers' and directors' liability insurance maintained by the Company or any Affiliate; or 


    (d) Claims under Section 16(b). To indemnify Indemnitee for expenses or the payment of profits arising from the
purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute. 




    10. Construction of Certain Phrases. 



    (a) For
purposes of this Agreement, references to the "Company" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request
of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position
under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had
continued. 


    (b) For
purposes of this Agreement, references to "other enterprises" shall include employee benefit plans; references
to "fines" shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to
"serving at the request of the Company" shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or
involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner
"not opposed to the best interests of the Company" as referred to in this Agreement. 



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    11. Attorneys' Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or
interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys' fees, incurred by Indemnitee with respect to such action,
unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were
frivolous. In the event of an action instituted by or in the name of the Company or an Affiliate under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be
entitled to be paid all court costs and expenses, including attorneys' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee's counterclaims and cross-claims
made in such action), unless as a part of such action the court determines that each of Indemnitee's material defenses to such action were not made in good faith or were frivolous. 


    12. Miscellaneous. 



    (a) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the
parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflict of law. 



    (b) Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire agreement and understanding of the
parties relating to the subject matter herein and merges all prior discussions between them. No amendment, waiver, modification, termination or cancellation of this Agreement shall be effective unless
in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party. 


    (c) Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties
hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any
one of the parties hereto. 


    (d) Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing
and shall be deemed sufficient when delivered personally or sent by telegram or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage
prepaid, or twenty-four (24) hours after being deposited with a commercial overnight carrier, with postage prepaid, and in each case addressed to the party to be notified at such
party's address as set forth below or as subsequently modified by written notice. 


    (e) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument. 


    (f)  Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns, and inure
to the benefit of Indemnitee and Indemnitee's heirs, legal representatives and assigns. 


    (g) Subrogation. 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 Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company to
effectively bring suit to enforce such rights. 



    [Signature
Page Follows] 


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	 	 	The parties hereto have executed this Agreement as of the day and year set forth on the first page of this Agreement.





   





	

 	
 	
POWER MEASUREMENT HOLDINGS, INC.
	

 	
 	

By:	
 	


	

 	
 	

Title:	
 	


	

 	
 	

Address:	
 	

2195 Keating Cross Road

Saanichton, British Columbia,

Canada





   





	

AGREED TO AND ACCEPTED:	
 	

 
	

INDEMNITEE:	
 	

 
	

 «Name»	
 	

 
	

Address:	
 	

	
 	

 
	

 	
 	

	
 	

 




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QuickLinks



EXHIBIT 10.13


INDEMNIFICATION AGREEMENT

RECITALS

AGREEMENT