EX-10.1






Exhibit 10.1




DEED OF INDEMNIFICATION




DEED OF INDEMNIFICATION (this “Deed”) by and among Cooper Industries plc, an Irish public
limited company (the “Company”) and        (the “Indemnitee”).



WHEREAS, Cooper Industries, Ltd. (a Bermuda company, “Cooper Ltd.”) effected a scheme of
arrangement under Bermuda law (the “Scheme of Arrangement”) pursuant to which the holders of Class
A common shares of Cooper Ltd. (other than subsidiaries of Cooper Ltd. that held Class A common
shares) became shareholders of the Company, and Cooper Ltd. became a wholly owned subsidiary of the
Company;



WHEREAS, it is essential to the Company to retain and attract as directors, secretaries,
officers and representatives the most capable persons available;



WHEREAS, Indemnitee is a director or secretary of the Company;



WHEREAS, the articles of association of the Company provide that the indemnification provided
therein shall not be exclusive;



WHEREAS, in recognition of the Indemnitee’s need for protection against personal liability in
order to enhance Indemnitee’s continued service to the Company in an effective manner, the Company
wishes to provide in this Deed for the indemnification of and the advancing of expenses to
Indemnitee to the fullest extent permitted by law and as set forth in this Deed, and, to the extent
insurance is maintained by a Group Company, for the continued coverage of Indemnitee as a director
and officer of the Company under such directors’ and officers’ liability insurance policies;



NOW, THEREFORE, in consideration of the premises and of Indemnitee continuing to serve the
Company directly or, at its request, with another enterprise, and intending to be legally bound
hereby, the parties hereto agree as follows:




	 	1.	 	Certain Definitions:





(a) Change in Control: shall be deemed to have occurred if (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
trustee or other fiduciary holding securities under an employee benefit plan of the Company or a
corporation owned directly or indirectly by the shareholders of the Company in substantially the
same proportions as their ownership of shares of the Company, is or becomes the “beneficial owner”
(as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company
representing 15% or more of the total voting power represented by the Company’s then outstanding
Voting Securities without the prior approval of the Company’s Board of Directors, or (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 such Board of Directors or
nomination for election by the Company’s shareholders 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 shareholders of the Company approve a merger,
takeover, consolidation or scheme of arrangement of the Company with any other corporation, other
than a merger, takeover, consolidation or scheme of arrangement 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, takeover, consolidation or scheme of
arrangement, or (iv) the shareholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or substantially all the
Company’s assets. For purposes of determining whether clause (ii) above has been complied with,
the directors of Cooper Ltd. on the effective date of the Scheme of Arrangement shall be included
in the determination of who the directors of the Company were during the relevant two year period
until the second anniversary of the effective date of the Scheme of Arrangement.



(b) Claim: any threatened, pending or completed action, suit or proceeding, or any inquiry or
investigation, whether conducted by the Company or any other party, including any appeal therefrom,
that Indemnitee in good faith believes might lead to the institution of any such action, suit or
proceeding, whether civil, criminal, administrative, investigative or other.



(c) Expenses: include attorneys’ (and other legal advisors’) fees and all other costs,
expenses and obligations paid or incurred in connection with investigating, defending, being a
witness in or participating in (including on appeal) or preparing to defend, be a witness in or
participate in, any Claim relating to any Indemnifiable Event (including all interest, assessments
and other charges paid or payable in connection with or in respect of any of the foregoing).



(d) Group Company: means the Company, Cooper Ltd. or any subsidiary, whether direct or
indirect, of the Company.



(e) Judgments: include judgments, fines, penalties and amounts paid in settlement that are
paid or payable in connection with any Claim relating to any Indemnifiable Event (including all
interest, assessments and other charges paid or payable in connection with or in respect of any of
the foregoing).



(f) Indemnifiable Event: any event or occurrence related to the fact that Indemnitee is or
was a director, secretary, officer or representative of the Company, or is or was serving at the
request of the Company in accordance with the Company’s “Code of Ethics and Business Conduct,” as a
director, secretary, trustee, officer, employee, agent or representative of another corporation,
domestic or foreign, nonprofit or for profit, partnership, joint venture, employee benefit plan,
trust or other enterprise, or by reason of anything done or not done by Indemnitee in any such
capacity.



(g) Reviewing Party: any appropriate person or body consisting of a member or members of the
Company’s Board of Directors or any other person or body appointed by such Board (including the
special, independent counsel referred to in Section 3) who is not a party to the particular Claim
for which Indemnitee is seeking indemnification.



(h) Voting Securities: any securities of the Company that vote generally in the election of
directors.




2. Scope of Indemnification



(a) Indemnification of Judgments and Expenses. In the event Indemnitee was, is or becomes a
party to or witness or other participant in, or is threatened to be made a party to or witness or
other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the
Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all
Expenses and Judgments arising from or relating to such Claim. Except as otherwise provided in
Section 2(b), such indemnification shall be made as soon as practicable, but in any event not later
than ten (10) days, after written demand therefor is presented to the Company by or on behalf of
the Indemnitee.



For the purposes of this Deed, the meaning of the phrase “to the fullest extent permitted by
law” shall include, but not be limited to: (i) to the fullest extent permitted by the provisions of
Irish law and/or the articles of association of the Company (the “Articles”) that authorize, permit
or contemplate indemnification by agreement, court action or corresponding provisions of any
amendment to or replacement of such provisions; and (ii) to the fullest extent authorized or
permitted by any amendments to or replacements of Irish law and/or the Articles adopted after the
date of this Deed that increase the extent to which a company may indemnify its directors,
secretaries, officers and representatives. The Company agrees to take all reasonable actions to
facilitate any application by Indemnitee under Section 391 of the Companies Act 1963 (as amended)
(including any successor provision, “Section 391”), including without limitation the payment of any
costs or expenses incurred by Indemnitee in making such application.



(b) Indemnification and Advance Payment of Expenses. To the fullest extent permitted by law,
any and all Expenses indemnifiable under Sections 2(a) and 2(c) may, if so requested by the
Indemnitee, be paid by the Company promptly as they are incurred by Indemnitee (any such payment of
expenses by the Company is hereinafter referred to as an “Expense Advance”). Indemnitee shall be
obligated, and hereby agrees, to repay the amount of Expenses so paid only to the extent that
Indemnitee shall have been adjudged by the High Court of Ireland or the court in which such action
or suit was brought to be liable for fraud or dishonesty in the performance of his or her duty to
the Company or if it should be ultimately determined that Indemnitee is not entitled to be
indemnified under this Deed or otherwise. Indemnitee hereby further agrees to reasonably cooperate
with the Company concerning any Claim.



(c) Indemnification for Additional Expenses. The Company shall indemnify Indemnitee to the
fullest extent permitted by law against any and all expenses (including attorneys’ and other legal
advisors’ fees) that are incurred by Indemnitee in connection with any claim asserted against or
action brought by Indemnitee for (i) indemnification of Expenses or Judgments or advance payment of
Expenses by the Company, whether under this Deed or under any other agreement, the Articles,
statute or rule of law now or hereafter in effect relating to Claims for Indemnifiable Events
and/or (ii) recovery under any directors’ and officers’ liability insurance policy or policies
maintained by any Group Company for, inter alia, the directors and officers of the Company,
regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification,
advance Expense payment or insurance recovery, as the case may be.



(d) Partial Indemnity. If Indemnitee is entitled under any provision of this Deed to
indemnification by the Company for some or a portion of the Judgments and Expenses arising from or
relating to a Claim but not, however, for all of the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.



(e) Indemnification of Successful Defense Expenses. Notwithstanding any other provision of
this Deed, to the extent that Indemnitee has been successful on the merits or otherwise in defense
of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any
issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified, to
the fullest extent permitted by applicable law, by the Company against all Expenses incurred in
connection therewith.




3. Reviewing Party Determinations.



(a) General Rules. The Reviewing Party, in its discretion, may review the rights of
Indemnitee to indemnity payments under this Deed. Notwithstanding the provisions of Section 2, the
obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing
Party shall not have determined (in a written opinion, in any case in which the special,
independent counsel referred to in Section 4 hereof is involved) that Indemnitee would not be
permitted to be indemnified under applicable law; provided, however, that if Indemnitee has
commenced, or thereafter commences, legal proceedings in a court of competent jurisdiction to
secure a determination that Indemnitee should be indemnified under applicable law, any
determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified
under applicable law shall not be binding until a final judicial determination is made with respect
thereto (as to which all rights of appeal therefrom have been exhausted or lapsed) and any such
determination by the Reviewing Party shall be modified, to the extent necessary, to conform to such
final judicial determination.



(b) Selection of Reviewing Party. If there has not been a Change in Control, the Reviewing
Party shall be selected by the Board of Directors of the Company as soon as practicable after
notice of a claim for indemnification. If there has been such a Change in Control, the Reviewing
Party shall be the special, independent counsel referred to in Section 4 hereof.



(c) Judicial Review. If there has been no determination by the Reviewing Party or if the
Reviewing Party determines that Indemnitee substantially would not be permitted to be indemnified
in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in
any court having subject matter jurisdiction thereof seeking an initial determination by the court
or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company
hereby consents to service of process and to appear in any such proceeding. Any determination by
the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.



(d) Burden of Proof. In connection with any determination by the Reviewing Party pursuant to
Section 3(a), or by a court of competent jurisdiction pursuant to Section 3(c) or otherwise, as to
whether Indemnitee is entitled to be indemnified hereunder, the burden of proof shall be on the
Company to establish by clear and convincing evidence that Indemnitee is not so entitled.



4. Change in Control. The Company agrees that if there is a Change in Control of the Company
then with respect to all matters thereafter arising concerning the rights of Indemnitee to
indemnity payments under this Deed or under any other agreement, the Articles, statute or rule of
law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek
legal advice only from special, independent counsel selected by Indemnitee and approved by the
Company (which approval shall not be unreasonably withheld), and who has not otherwise performed
services for the Company, Cooper Ltd. or Indemnitee within the last five years (other than in
connection with such matters). Such counsel, among other things, shall render its written opinion
to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to
be indemnified under this Deed. To the fullest extent permitted by law, the Company agrees to pay
the reasonable fees of the special, independent counsel referred to above and to indemnify fully
such counsel against any and all expenses (including attorneys’ and other legal advisors’ fees),
claims, liabilities and damages arising out of or relating to this Deed or its engagement pursuant
hereto.



5. No Presumption. For purposes of this Deed, the termination of any claim, action, suit or
proceeding, by judgment, order, settlement (whether with or without court approval) or conviction,
or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that
Indemnitee failed to meet any particular standard of conduct or have any particular belief or that
a court has determined that indemnification is not permitted by applicable law. In addition,
neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee
has met any particular standard of conduct or had any particular belief, nor an actual
determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did
not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a
judicial determination that Indemnitee should be indemnified under applicable law shall be a
defense to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular
standard of conduct or did not have any particular belief.



6. Non-exclusivity. The rights of the Indemnitee hereunder shall be in addition to any other
rights Indemnitee may now or hereafter have to indemnification by the Company or Cooper Ltd. More
specifically, the parties intend that Indemnitee shall be entitled to indemnification to the
maximum extent permitted by any or all of the following:




(a) The fullest benefits provided by the Articles and Cooper Ltd.’s Bye-laws in
effect on the date hereof, a copy of the relevant portions of which are attached hereto as
Exhibit I;




(b) The fullest benefits provided by the Articles or their equivalent of the Company
and the Bye-laws or their equivalent of Cooper Ltd. in effect at the time the Indemnifiable
Event occurs or at the time Expenses are incurred by Indemnitee;




(c) The fullest benefits allowable under applicable law in effect at the date hereof
or as the same may be amended to the extent that such benefits are increased thereby;




(d) The fullest benefits allowable under Irish law at the time the Indemnifiable
Event occurs or at the time Expenses are incurred by the Indemnitee; and




(e) Such other benefits as are or may be otherwise available to Indemnitee pursuant
to this Deed, any other agreement or otherwise.



The parties intend that a combination of two or more of the benefits referred to in (a)
through (e) shall be available to Indemnitee to the extent that the document or law providing for
such benefits does not require that the benefits provided therein be exclusive of other benefits.
The Company hereby undertakes to use its best efforts to assist Indemnitee, in all proper and legal
ways, to obtain all such benefits to which Indemnitee is entitled.



7. Liability Insurance. The rights of the Indemnitee hereunder shall also be in addition to
any other rights Indemnitee may now or hereafter have under policies of insurance maintained by any
Group Company or otherwise. To the extent a Group Company maintains an insurance policy or
policies providing directors’ and officers’ liability insurance for, inter alia, the directors and
officers of the Company, Indemnitee shall be covered by such policy or policies, in accordance with
its or their terms, to the maximum extent of the coverage available for any Company director,
secretary, officer or representative.



The Company shall seek that insurance coverage in the amount of the present policy limits and
with the present scope of coverage is maintained by a Group Company for so long as Indemnitee’s
services are covered hereunder, provided and to the extent that such insurance is available on a
basis acceptable to that Group Company. In the event that such insurance becomes unavailable in the
amount of the present policy limits or in the present scope of coverage at premium costs and on
other terms acceptable to that Group Company, then that Group Company may forego maintenance of all
or a portion of such insurance coverage. However, in the event of any reduction in (or
cancellation of) such insurance coverage (whether voluntary or involuntary), the Company shall, and
hereby agrees to, stand as a self-insurer with respect to the coverage, or portion thereof, not
retained, and shall, to the fullest extent permitted by applicable law, indemnify the Indemnitee
against any loss arising out of the reduction in or cancellation of such insurance coverage.



8. Escrow Fund. As collateral security for its obligations hereunder (including specifically
its indemnity obligations (other than Judgments) and other obligations pursuant to Sections 2, 6
and 7) and under similar agreements with other directors, secretaries, officers and
representatives, in the event of a Change in Control, the Company shall seek that a Group Company
shall dedicate and maintain, for a period of five years following the Change of Control, an escrow
account in the aggregate of TEN MILLION DOLLARS ($10,000,000) by depositing assets or bank letters
of credit in escrow or reserving lines of credit that may be drawn down by an escrow agent in said
amount (the “Escrow Reserve”). The Company shall promptly following establishment of the Escrow
Reserve provide Indemnitee with a true and complete copy of the agreement relating to the
establishment and operation of the Escrow Reserve, together with such additional documentation or
information with respect to the Escrow Reserve as Indemnitee may from time to time reasonably
request. The Company shall promptly following establishment of the Escrow Reserve deliver an
executed copy of this Deed to the escrow agent for the Escrow Reserve to evidence to that agent
that Indemnitee is a beneficiary of that Escrow Reserve and shall deliver to Indemnitee the escrow
agent’s signed receipt evidencing that delivery.



9. Exclusions: In addition to and notwithstanding any other provision of this Deed to the
contrary, the Company shall not be obligated under this Deed to make any payment pursuant to the
Deed for which payment is expressly prohibited by law (including, with respect to any director or
secretary of the Company, in respect of any liability expressly prohibited from being indemnified
pursuant to section 200 of the Irish Companies Act 1963 (as amended) (including any successor
provisions, “Section 200”), but (i) in no way limiting any rights under Section 391, and (ii) to
the extent any such limitations or prescriptions are amended or determined by a court of a
competent jurisdiction to be void or inapplicable, or relief to the contrary is granted, then the
Indemnitee shall receive the greatest rights then available under law.



The exclusions in this Section 9 shall not limit the advancement of Expenses under Section
2(b) or otherwise under this Deed pending the outcome of any Proceeding unless such advancement of
Expenses is expressly prohibited by law. Notwithstanding the foregoing, this Section 9 shall not
limit Indemnitee’s obligation to repay Expenses as expressly contemplated elsewhere in this Deed or
as otherwise expressly required by law.



10. Period of Limitations. No legal action shall be brought and no cause of action shall be
asserted by or on behalf of the Company or any of its affiliates against Indemnitee, Indemnitee’s
spouse, heirs, executors or personal or legal representatives after the expiration of two years
from the date of accrual of such cause of action, and any claim or cause of action of the Company
or any of its affiliates shall be extinguished and deemed released unless asserted by the timely
filing of legal action within such two-year period; provided, however, that if any shorter period
of limitations is otherwise applicable to any such cause of action such shorter period shall
govern.



11. Amendments, Etc. No supplement, modification or amendment of this Deed shall be binding
unless executed in writing by each of the parties hereto. No waiver of any of the provisions of
this Deed shall be deemed or shall constitute a waiver of any other provisions thereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.



12. Subrogation. In the event of payment under this Deed, the Company shall be subrogated to
the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all
papers required and shall do everything that may be necessary to secure such rights, including the
execution of such documents necessary to enable the Company effectively to bring suit to enforce
such rights.



13. No Duplication of Payments. The Company shall not be liable under this Deed to make any
payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise
actually received payment (under any insurance policy, the Articles, Cooper Ltd.’s Bye-laws or
otherwise) of the amounts otherwise indemnifiable hereunder.



14. Binding Effect, Etc. This Deed shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective successors, assigns, including any direct or
indirect successor by purchase, merger, takeover, consolidation or otherwise to all or
substantially all of the business and/or assets of the Company, spouses, heirs, and personal and
legal representatives; provided, however, that Cooper Ltd. shall be a beneficiary of, and have the
right to enforce, Section 17 hereof. This Deed shall continue in effect regardless of whether
Indemnitee continues to serve as a director, secretary, officer or representative of the Company or
of any other enterprise at the Company’s request.



15. Severability. The parties intend that the rights granted under this Deed and the
obligations of the Company hereunder comply in all respects with the applicable Irish law. If any
provisions of this Deed shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Deed
(including, without limitation, each portion of any Section of this Deed containing any such
provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to
the fullest extent permitted by law; (ii) such provision or provisions shall be deemed reformed to
the extent necessary to conform to applicable law and to give the maximum effect to the intent of
the parties hereto; and, (iii) to the fullest extent possible, the provisions of the Deed
(including, without limitation, each portion of any Section of this Deed containing any such
provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested hereby.



16. Governing Law. This Deed shall be governed by and construed and enforced in accordance
with the laws of Ireland applicable to contracts made and to be performed in Ireland
without giving effect to the principles of conflicts of laws. For purposes of this Deed, the
Company and Indemnitee hereby irrevocably and unconditionally submit to the exclusive jurisdiction
of the courts sitting in Ireland.



17. Reimbursement of Cooper Ltd.: In the event a Claim results in a Judgment in Indemnitee’s
favor or otherwise is disposed of in a manner that allows the Company to indemnify Indemnitee in
connection with such Claim under the Articles as then in effect or otherwise, the Company will
reimburse Cooper Ltd. for any indemnification or advancement of Expenses previously made by Cooper
Ltd. in connection with such Claim.



18. Prior Agreements. This Deed shall supersede any prior indemnification agreements and/or
arrangements between the Company, Cooper Ltd. and the Indemnitee.



IN WITNESS WHEREOF, the parties have caused this Deed to be signed and delivered on this      
day of August, 2010.



GIVEN UNDER THE COMMON SEAL OF


COOPER INDUSTRIES PLC:



By:       

Kirk S. Hachigian

Chairman, President and Chief Executive Officer




By:       

Terrance V. Helz

Secretary




Signed, sealed and delivered



	 	 	 	 	 
	By INDEMNITEE

	Name:
	 	 	—	 






Title: Director