**Exhibit 10.15****FORM OF INDEMNIFICATION AGREEMENT**     This Indemnification Agreement (“Agreement”) is made as of                     , 200___by and betweenCatalytica Energy Systems, Inc., a Delaware corporation (the “Company”), and                      (“Indemnitee”).**RECITALS**     WHEREAS, the Company desires to attract and retain the services of highly qualifiedindividuals, such as Indemnitee, to serve the Company;     WHEREAS, in order to induce Indemnitee to continue to provide services to the Company, theCompany wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee tothe maximum extent permitted by law;     WHEREAS, the Amended and Restated Certificate of Incorporation (the “Charter”) and thebylaws of the Company require (i) indemnification of the officers and directors of the Company tothe fullest extent authorized by the General Corporation Law of the State of Delaware (the“DGCL”) and (ii) the advancement of expenses (including legal fees) incurred in anyproceeding for which indemnification is available in advance of such proceedings final disposition.     WHEREAS, the Charter and the DGCL expressly provide that the indemnification provisions setforth therein are not exclusive and thereby contemplate that contracts may be entered into betweenthe Company and members of the board of directors, officers and other persons with respect toindemnification;     WHEREAS, the Company and Indemnitee recognize the continued difficulty in obtaining liabilityinsurance for the Company’s directors, officers, employees, agents and fiduciaries, the significantand continual increases in the cost of such insurance and the general trend of insurance companiesto reduce the scope of coverage of such insurance;     WHEREAS, the Company and Indemnitee further recognize the substantial increase in corporatelitigation in general, subjecting directors, officers, employees, agents and fiduciaries toexpensive litigation risks at the same time as the availability and scope of coverage of liabilityinsurance provide increasing challenges for the Company;     WHEREAS, Indemnitee does not regard the protection currently provided by applicable law, theCompany’s governing documents and available insurance as adequate under the present circumstances,and the Indemnitee and certain other directors, officers, employees, agents and fiduciaries of theCompany may not be willing to continue to serve in such capacities without additional protection;     WHEREAS, the Board of Directors of the Company (the “Board”) has determined that theincreased difficulty in attracting and retaining highly qualified persons such as Indemnitee is
 

 
detrimental to the best interests of the Company’s stockholders and that the Company shouldact to assure such persons that there will be increased certainty of such protection in the future;     WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligateitself to indemnify, and to advance expenses on behalf of, such persons to the fullest extentpermitted by applicable law so that they will serve or continue to serve the Company free fromundue concern that they will not be so indemnified; and     WHEREAS, this Agreement is a supplement to and in furtherance of the indemnification providedin the Charter and any resolutions adopted pursuant thereto, and shall not be deemed a substitutetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.     NOW, THEREFORE, in consideration of the premises and the covenants contained herein, theCompany and Indemnitee do hereby covenant and agree as follows:     Section 1. Services to the Company. Indemnitee agrees to serve as a director of theCompany. Indemnitee may at any time and for any reason resign from such position (subject to anyother contractual obligation or any obligation imposed by operation of law), in which event theCompany shall have no obligation under this Agreement to continue Indemnitee in such position.This Agreement shall not be deemed an employment contract between the Company (or any of itssubsidiaries or any Enterprise) and Indemnitee. The foregoing notwithstanding, this Agreementshall continue in force after Indemnitee has ceased to serve as a director of the Company for theapplicable time period set forth in Section 15 hereto.     Section 2. Definitions.     As used in this Agreement:          (a) “Corporate Status” describes the status of a person who is or was a director,officer, employee or agent of the Company or of any other corporation, partnership or jointventure, trust, employee benefit plan or other enterprise which such person is or was serving atthe request of the Company.          (b) “Enterprise” shall mean the Company and any other corporation, partnership, jointventure, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving atthe request of the Company as a director, officer, employee, agent or fiduciary.          (c) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs,transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing andbinding costs, telephone charges, postage, delivery service fees, and all other disbursements orexpenses of the types customarily incurred in connection with prosecuting, defending, preparing toprosecute or defend, investigating, being or preparing to be a witness in, or otherwiseparticipating in, a Proceeding. Expenses also shall include Expenses incurred in connection withany appeal resulting from any Proceeding, including without limitation the premium, security for,and other costs relating to any cost bond, supersedeas bond, or other appeal bond or itsequivalent. Expenses, however, shall not include amounts paid in settlement by Indemniteeor the amount of judgments or fines against Indemnitee.
-2-

 
          (d) “Independent Counsel” means a law firm, or a partner (or, if applicable, a member)of such a law firm, that is experienced in matters of corporation law and neither presently is, norin the past five years has been, retained to represent: (i) the Company or Indemnitee in any mattermaterial to either such party (other than with respect to matters concerning the Indemnitee underthis Agreement or other indemnitees under similar indemnification agreements), or (ii) any otherparty to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding theforegoing, the term “Independent Counsel” shall not include any person who, under the applicablestandards of professional conduct then prevailing, would have a conflict of interest inrepresenting either the Company or Indemnitee in an action to determine Indemnitee’s rights underthis Agreement. The Company agrees to pay the reasonable legal fees and related expenses of theIndependent Counsel referred to above arising out of or relating to this Agreement or itsengagement pursuant hereto.          (e) The term “Proceeding” shall include any threatened, pending or completed action, suit,arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearingor any other actual, threatened or completed proceeding, whether brought in the right of theCompany or otherwise and whether of a civil, criminal, administrative or investigative nature, inwhich Indemnitee was, is or will be involved as a party or otherwise by reason of the fact thatIndemnitee is or was a director of the Company, by reason of any action taken by him or her or ofany action on his or her part while acting as director of the Company, or by reason of the factthat he or she is or was serving at the request of the Company as a director, officer, employee oragent of another corporation, partnership, joint venture, trust, employee benefit plan or otherenterprise, in each case whether or not serving in such capacity at the time any liability orexpense is incurred for which indemnification, reimbursement, or advancement of expenses can beprovided under this Agreement; provided, however, that the term “Proceeding” shallnot include any action, suit or arbitration initiated by Indemnitee to enforce Indemnitee’s rightsunder this Agreement.     Section 3. Indemnity in Third-Party Proceedings. The Company shall indemnifyIndemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatenedto be made, a party to or a participant in any Proceeding other than a Proceeding by or in theright of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemniteeshall be indemnified against all Expenses, judgments, fines and amounts paid in settlement actuallyand reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding orany claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or shereasonably believed to be in or not opposed to the best interests of the Company and, in the caseof a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.Indemnitee shall not enter into any settlement in connection with a Proceeding without (a) thirty(30) days prior notice to the Company and (b) the Company’s prior written consent to the terms ofsuch settlement, which consent shall not be unreasonably withheld.     Section 4. Indemnity in Proceedings by or in the Right of the Company. The Companyshall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, oris threatened to be made, a party to or a participant in any Proceeding by or in the right of theCompany to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall beindemnified against all Expenses actually and reasonably incurred by him or her or on his or herbehalf in connection with such Proceeding or any claim, issue or matter therein, if Indemniteeacted
-3-

 
in good faith and in a manner he or she reasonably believed to be in or not opposed to thebest interests of the Company. No indemnification for Expenses shall be made under this Section 4in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged bya court to be liable to the Company, unless and only to the extent that the Delaware Court ofChancery (the “Delaware Court”) or any court in which the Proceeding was brought shalldetermine upon application that, despite the adjudication of liability but in view of all thecircumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for suchexpenses as the Delaware Court or such other court shall deem proper.     Section 5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful.Notwithstanding any other provisions of this Agreement, to the extent that Indemnitee is a partyto or a participant in and is successful, on the merits or otherwise, in any Proceeding or indefense of any claim, issue or matter therein, in whole or in part, the Company shall indemnifyIndemnitee against all Expenses actually and reasonably incurred by him or her in connectiontherewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on themerits or otherwise, as to one or more but less than all claims, issues or matters in suchProceeding, the Company shall indemnify Indemnitee against (a) all Expenses actually and reasonablyincurred by him or her or on his or her behalf in connection with each successfully resolved claim,issue or matter and (b) any claim, issue or matter related to any such successfully resolved claim,issue or matter. For purposes of this Section and without limitation, the termination of anyclaim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall bedeemed to be a successful result as to such claim, issue or matter.     Section 6. Indemnification for Expenses of a Witness. Notwithstanding any otherprovision of this Agreement, to the extent that Indemnitee is, by reason of his or her CorporateStatus, a witness in any Proceeding to which Indemnitee is not a party, he or she shall beindemnified against all Expenses actually and reasonably incurred by him or her or on his or herbehalf in connection therewith.     Section 7. Additional Indemnification.          (a) Notwithstanding any limitation in Sections 3, 4, or 5 hereof, the Company shall indemnifyIndemnitee to the fullest extent permitted by law if Indemnitee is, or is threatened to be made, aparty to any Proceeding (including a Proceeding by or in the right of the Company to procure ajudgment in its favor) against all Expenses, judgments, fines and amounts paid in settlementactually and reasonably incurred by Indemnitee in connection with the Proceeding.          (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permittedby law” shall include, but not be limited to:               (i) to the fullest extent permitted by the provision of the DGCL that authorizes orcontemplates additional indemnification by agreement, or the corresponding provision of anyamendment to or replacement of the DGCL or such provision thereof; and
-4-

 
               (ii) to the fullest extent authorized or permitted by any amendments to or replacements of theDGCL adopted after the date of this Agreement that increase the extent to which a corporation mayindemnify its officers and directors.     Section 8. Exclusions. Notwithstanding any provision in this Agreement to thecontrary, the Company shall not be obligated under this Agreement to make any indemnity inconnection with:          (a) any claim made against Indemnitee for which payment has actually been made to or on behalfof Indemnitee under any insurance policy or other indemnity provision, except with respect to anyexcess beyond the amount paid under any insurance policy or other indemnity provision;          (b) any claim made against Indemnitee for an accounting of profits made from the purchase andsale (or sale and purchase) by Indemnitee of securities of the Company within the meaning ofSection 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of statestatutory law or common law;          (c) any claim made against Indemnitee for which payment is prohibited by applicable law; or          (d) any claim initiated or brought voluntarily by Indemnitee and not by way of defense, except(i) with respect to actions or proceedings brought to establish or enforce a right to receive anadvance of Expenses or indemnification of any amounts under this Agreement or any other agreementor insurance policy or under the Charter or bylaws of the Company now or hereafter in effectrelating to indemnification and the advancement of Expenses, (ii) in specific cases if the Boardhas approved the initiation or bringing of such claim, or (iii) as otherwise required under theDGCL.     Section 9. Advances of Expenses. The Company shall advance, to the extent notprohibited by applicable law, the Expenses incurred by Indemnitee in connection with anyProceeding, and such advancement shall be made within thirty (30) days after the receipt by theCompany of a statement or statements requesting such advances (which shall include invoicesreceived by Indemnitee in connection with such Expenses; provided, however. that ,in the case of invoices in connection with legal services, any references to legal work performedor to expenditures made that would cause Indemnitee to waive any privilege accorded by applicablelaw shall not be included with the invoice) from time to time, whether prior to or after finaldisposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall bemade without regard to Indemnitee’s ability to repay the expenses and without regard toIndemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce thisright of advancement, including Expenses incurred preparing and forwarding statements to theCompany to support the advances claimed. The Indemnitee shall qualify for advances upon theexecution and delivery to the Company of this Agreement which shall constitute an undertakingproviding that the Indemnitee undertakes to the fullest extent required by law to repay the advanceif and to the extent that it is ultimately determined by a court of competent jurisdiction in afinal judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by theCompany. This Section 9 shall not apply to
-5-

 
any claim made by Indemnitee for which indemnity is excluded pursuant to Section 8. The rightto advances under this paragraph shall in all events continue until final disposition of anyProceeding, including any appeal therein.     Section 10. Procedure for Notification and Defense of Claim.          (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company awritten request therefor.          (b) The Company will be entitled to participate in the Proceeding at its own expense.     Section 11. Procedure Upon Application for Indemnification.          (a) Upon written request by Indemnitee for indemnification pursuant to Section 10(a), adetermination, if required by applicable law, with respect to Indemnitee’s entitlement theretoshall be made in the specific case by Independent Counsel in a written opinion to the Board, a copyof which shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitledto indemnification, payment to Indemnitee shall be made within ten (10) days after suchdetermination. Indemnitee shall cooperate with the Independent Counsel making such determinationwith respect to Indemnitee’s entitlement to indemnification, including providing to such counselupon reasonable advance request any documentation or information which is not privileged orotherwise protected from disclosure and which is reasonably available to Indemnitee and reasonablynecessary to such determination. Any costs or expenses (including attorneys’ fees anddisbursements) incurred by Indemnitee in so cooperating with the Independent Counsel shall be borneby the Company (irrespective of the determination as to Indemnitee’s entitlement toindemnification), and the Company hereby indemnifies and agrees to hold Indemnitee harmlesstherefrom.          (b) The Independent Counsel shall be selected by Indemnitee and shall be the same law firm orpartner (or, if applicable, member) as is acting as “Independent Counsel” or in a similar role forother indemnitees under indemnification agreements similar to this Agreement, unless such law firm,partner (or, if applicable, member), under applicable standards of professional conduct thenprevailing, would have a conflict of interest in representing Indemnitee and such otherindemnitees. The Company may, within ten (10) days after written notice of such selection, deliverto the Indemnitee a written objection to such selection; provided, however, thatsuch objection may be asserted only on the ground that the Independent Counsel so selected does notmeet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and theobjection shall set forth with particularity the factual basis of such assertion. Absent a properand timely objection, the person so selected shall act as Independent Counsel. If such writtenobjection is so made and substantiated, the Independent Counsel so selected may not serve asIndependent Counsel unless and until such objection is withdrawn or a court has determined thatsuch objection is without merit. If, within twenty (20) days after the later of submission byIndemnitee of a written request for indemnification pursuant to Section 10(a) hereof, and the finaldisposition of the Proceeding, including any appeal therein, no Independent Counsel shall have beenselected and not objected to, the Indemnitee may petition a court of competent jurisdiction forresolution of any objection which
-6-

 
shall have been made by the Company to the selection of Independent Counsel and/or for theappointment as Independent Counsel of a person selected by the court or by such other person as thecourt shall designate, and the person with respect to whom all objections are so resolved or theperson so appointed shall act as Independent Counsel under Section 11(a) hereof. Upon the duecommencement of any judicial proceeding or arbitration pursuant to Section 13(a) of this Agreement,Independent Counsel shall be discharged and relieved of any further responsibility in such capacity(subject to the applicable standards of professional conduct then prevailing).     Section 12. Presumptions and Effect of Certain Proceedings.          (a) In making a determination with respect to entitlement to indemnification hereunder, theIndependent Counsel making such determination shall presume that Indemnitee is entitled toindemnification under this Agreement if Indemnitee has submitted a request for indemnification inaccordance with Section 10(a) of this Agreement, and the Company shall have the burden of proof toovercome that presumption in connection with the making by the Independent Counsel of anydetermination contrary to that presumption. Neither the failure of the Company or of IndependentCounsel to have made a determination prior to the commencement of any action pursuant to thisAgreement that indemnification is proper in the circumstances because Indemnitee has met theapplicable standard of conduct, nor an actual determination by the Company or by IndependentCounsel that Indemnitee has not met such applicable standard of conduct, shall be a defense to theaction or create a presumption that Indenmitee has not met the applicable standard of conduct.          (b) 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, nolocontendere or itsequivalent, shall not (except as otherwise expressly provided in this Agreement) of itselfadversely affect the right of Indemnitee to indemnification or create a presumption that Indemniteedid not act in good faith and in a manner which he or she reasonably believed to be in or notopposed to the best interests of the Company or, with respect to any criminal Proceeding, thatIndemnitee had reasonable cause to believe that his or her conduct was unlawful.          (c) For purposes of any determination of good faith, Indemnitee shall be deemed to have actedin 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 theEnterprise in the course of their duties, or on the advice of legal counsel for the Enterprise orthe Board or counsel selected by any committee of the Board or on information or records given orreports made to the Enterprise by an independent certified public accountant or by an appraiser,investment banker or other expert selected with reasonable care by the Company or the Board or anycommittee of the Board. The provisions of this Section 12(c) shall not be deemed to be exclusiveor to limit in any way the other circumstances in which the Indemnitee may be deemed to have metthe applicable standard of conduct set forth in this Agreement.          (d) The knowledge and/or actions, or failure to act, of any director, officer, agent oremployee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the rightto indemnification under this Agreement.
-7-

 
     Section 13. Remedies of Indemnitee.          (a) Subject to Section 13(e), in the event that (i) a determination is made pursuant toSection 11 of this Agreement that Indemnitee is not entitled to indemnification under thisAgreement, (ii) advancement of Expenses is not timely made pursuant to Section 9 of this Agreement,(iii) no determination of entitlement to indemnification shall have been made pursuant toSection 11(a) of this Agreement within ninety (90) days after receipt by the Company of the requestfor indemnification, (iv) payment of indemnification is not made pursuant to Section 5 or 6 or thelast sentence of Section 11(a) of this Agreement within ten (10) days after receipt by the Companyof a written request therefor, or (v) payment of indemnification pursuant to Section 3, 4 or 7 ofthis Agreement is not made within ten (10) days after a determination has been made that Indemniteeis entitled to indemnification, Indemnitee shall be entitled to an adjudication by a court of hisor her entitlement to such indemnification or advancement of Expenses. Indemnitee shall commencesuch proceeding seeking an adjudication within 180 days following the date on which Indemniteefirst has the right to commence such proceeding pursuant to this Section 13(a); provided,however, that the foregoing clause shall not apply in respect of a proceeding brought byIndemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall notoppose Indemnitee’s right to seek any such adjudication.          (b) In the event that a determination shall have been made pursuant to Section 11(a) of thisAgreement that Indemnitee is not entitled to indemnification, any judicial proceeding commencedpursuant to this Section 13 shall be conducted in all respects as a de novo trial on the merits andIndemnitee shall not be prejudiced by reason of that adverse determination. In any judicialproceeding commenced pursuant to this Section 13 the Company shall have the burden of provingIndemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.          (c) If a determination shall have been made pursuant to Section 11(a) of this Agreement thatIndemnitee is entitled to indemnification, the Company shall be bound by such determination in anyjudicial proceeding commenced pursuant to this Section 13, absent (i) a misstatement by Indemniteeof a material fact, or an omission of a material fact necessary to make Indemnitee’s statement notmaterially misleading, in connection with the request for indemnification, or (ii) a prohibition ofsuch indemnification under applicable law.          (d) The Company shall be precluded from asserting in any judicial proceeding commencedpursuant to this Section 13 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 thatthe Company is bound by all the provisions of this Agreement. The Company shall indemnifyIndemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10)days after receipt by the Company of a written request therefor) advance, to the extent notprohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection withany action brought by Indemnitee for indemnification or advance of Expenses from the Company underthis Agreement or under any directors’ and officers’ liability insurance policies maintained by the
-8-

 
Company, regardless of whether Indemnitee ultimately is determined to be entitled to suchindemnification, advancement of Expenses or insurance recovery, as the case may be.          (e) Notwithstanding anything in this Agreement to the contrary, no determination as toentitlement to indemnification under this Agreement shall be required to be made prior to the finaldisposition of the Proceeding, including any appeal therein.     Section 14. Non-exclusivity, Survival of Rights; Insurance Subrogation.          (a) The rights of indemnification and to receive advancement of Expenses as provided by thisAgreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time beentitled under applicable law, the Charter, the Company’s Bylaws, any agreement, a vote ofstockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal ofthis Agreement or of any provision hereof shall limit or restrict any right of Indemnitee underthis Agreement in respect of any action taken or omitted by such Indemnitee in his or her CorporateStatus prior to such amendment, alteration or repeal. To the extent that a change in Delaware law,whether by statute or judicial decision, permits greater indemnification or advancement of Expensesthan would be afforded currently under the Charter, Bylaws and this Agreement, it is the intent ofthe parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so affordedby such change. No right or remedy herein conferred is intended to be exclusive of any other rightor remedy, and every other right and remedy shall be cumulative and in addition to every otherright and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent theconcurrent assertion or employment of any other right or remedy.          (b) To the extent that the Company maintains an insurance policy or policies providingliability insurance for directors, officers, employees, or agents of the Company or of any otherEnterprise, Indemnitee shall be covered by such policy or policies in accordance with its or theirterms to the maximum extent of the coverage available for any such director, officer, employee oragent under such policy or policies. If, at the time of the receipt of a notice of a claimpursuant to the terms 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 inaccordance with the procedures set forth in the respective policies. The Company shall thereaftertake 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.          (c) In the event of any payment under this Agreement, the Company shall be subrogated to theextent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papersrequired and take all action necessary to secure such rights, including execution of such documentsas are necessary to enable the Company to bring suit to enforce such rights.          (d) The Company shall not be liable under this Agreement to make any payment of amountsotherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to theextent that Indemnitee has otherwise actually received such payment under any insurance policy,contract, agreement or otherwise.
-9-

 
          (e) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who isor was serving at the request of the Company as a director, officer, employee or agent of any othercorporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall bereduced by any amount Indemnitee has actually received as indemnification or advancement ofExpenses from such other corporation, partnership, joint venture, trust, employee benefit plan orother enterprise.     Section 15. Duration of Agreement. This Agreement shall continue until and terminateupon the later of (a) ten (10) years after the date that Indemnitee shall have ceased to serve as adirector of the Company or (b) one (1) year after the final termination of any Proceeding,including any appeal, then pending in respect of which Indemnitee is granted rights ofindemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemniteepursuant to Section 13 of this Agreement relating thereto. This Agreement shall be binding uponthe Company and its successors and assigns and shall inure to the benefit of Indemnitee and his orher heirs, executors and administrators. The Company shall require and cause any successor(whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantiallyall or a substantial part, of the business and/or assets of the Company, by written agreement inform and substance satisfactory to the Indemnitee, expressly to assume and agree to perform thisAgreement in the same manner and to the same extent that the Company would be required to performif no such succession had taken place.     Section 16. Severability. If any provision or provisions of this Agreement shall beheld to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legalityand 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 anyway be affected or impaired thereby and shall remain enforceable to the fullest extent permitted bylaw; (b) such provision or provisions shall be deemed reformed to the extent necessary to conformto applicable law and to give the maximum effect to the intent of the parties hereto; and (c) tothe fullest extent possible, the provisions of this Agreement (including, without limitation, eachportion of any Section of this Agreement containing any such provision held to be invalid, illegalor unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as togive effect to the intent manifested thereby.     Section 17. Enforcement.          (a) The Company expressly confirms and agrees that it has entered into this Agreement andassumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a directorof the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement inserving as a director of the Company.          (b) This Agreement constitutes the entire agreement between the parties hereto with respect tothe subject matter hereof and supersedes all prior agreements and understandings, oral, written andimplied, between the parties hereto with respect to the subject matter hereof; provided,however, that this Agreement is a supplement to and in furtherance of the Charter of the
-10-

 
Company, the Bylaws of the Company and applicable law, and shall not be deemed a substitutetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.     Section 18. Modification and Waiver. No supplement, modification or amendment of thisAgreement shall be binding unless executed in writing by the parties thereto. No waiver of any ofthe provisions of this Agreement shall be deemed or shall constitute a waiver of any otherprovisions of this Agreement nor shall any waiver constitute a continuing waiver.     Section 19. Noticed Indemnitee. Indemnitee agrees promptly to notify the Company inwriting upon being served with any summons, citation, subpoena, complaint, indictment, informationor other document relating to any Proceeding or matter which may be subject to indemnification oradvancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Companyshall not relieve the Company of any obligation which it may have to the Indemnitee under thisAgreement or otherwise.     Section 20. Notices. All notices, requests, demands and other communications underthis Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered byhand and receipted for by the party to whom said notice or other communication shall have beendirected, (b) mailed by certified or registered mail with postage prepaid, on the third businessday after the date on which it is so mailed, (c) mailed by reputable overnight courier andreceipted for by the party to whom said notice or other communication shall have been directed or(d) sent by facsimile transmission, with receipt of oral confirmation that such transmission hasbeen received:          (a) If to Indemnitee, at such address as Indemnitee shall provide to the Company.          (b) If to the Company to:Catalytica Energy Systems, Inc.