EX-10.2






Exhibit 10.2




DEED OF INDEMNIFICATION




DEED OF INDEMNIFICATION (this “Deed”) by and among Cooper Industries, Ltd., a Bermuda company
(“Cooper Ltd.”) and        (the “Indemnitee”).



WHEREAS, Cooper Ltd. has 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 Cooper
Industries plc, an Irish public limited company (the “Company”), and Cooper Ltd. became a wholly
owned subsidiary of the Company;



WHEREAS, it is essential to Cooper Ltd. and the Company that the Company 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, due to restrictions imposed by Irish law, the articles of association of the Company
do not confer indemnification and advancement rights on its directors and secretary as broad as the
indemnification and advancement rights that, prior to the effectiveness of the Scheme of
Arrangement, were provided by the Bye-laws of Cooper Ltd. to its directors and secretary;



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, Cooper Ltd.
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 it is
reasonable, prudent and necessary for Cooper Ltd. to do so, acting in its best interests as a
member of the Cooper group of companies, 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;



WHEREAS, the Company and the other shareholders of Cooper Ltd. entitled to vote will be asked
to adopt a resolution ratifying the issuance of this Deed as being in the best interests of Cooper
Ltd.;



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, this DEED PROVIDES as follows:



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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).



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(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 prior to the Transaction Time (as defined in the Scheme of
Arrangement) was a director, secretary, officer or representative of Cooper Ltd., or prior to the
Transaction Time was serving at the request of Cooper Ltd. in accordance with Cooper Ltd.’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, except for any actions by Indemnitee determined by a
Bermuda court to constitute or amount to fraud or dishonesty as a matter of Bermuda law in the
performance of his or her duties to the Company or, prior to the Transaction Time, to Cooper Ltd.



(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,
Cooper Ltd. 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 Cooper Ltd. by or on behalf of
the Indemnitee.



(b) Indemnification and Advance Payment of Expenses. Any and all Expenses indemnifiable
under Sections 2(a) and 2(c) shall, if so requested by the Indemnitee, be paid by Cooper Ltd.
promptly as they are incurred by Indemnitee (any such payment of expenses by Cooper Ltd. 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 Supreme Court of Bermuda or the court in which such action or suit was brought to
be liable for fraud or dishonesty as a matter of Bermuda law in the performance of his or her duty
to the Company or, prior to the Transaction Time, to Cooper Ltd., 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 and Cooper Ltd.
concerning any Claim.



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(c) Indemnification for Additional Expenses. Cooper Ltd. 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 Cooper Ltd. or the Company, whether under this Deed or under any other agreement, the
Company’s articles of association, Cooper Ltd.’s Bye-laws, 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 Cooper Ltd. 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, Cooper Ltd. 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 Cooper Ltd. against all Expenses incurred in
connection therewith.



(f) Exhaustion of Remedies. Prior to making a written demand for indemnification or an
Expense Advance, Indemnitee shall (i) seek such indemnification or Expense Advance, as applicable,
under any applicable insurance policy and (ii) request that the Company consider in its discretion
whether to make such indemnification or Expense Advance, as applicable. In the event
indemnification or Expense Advance, as applicable, is not received pursuant to an insurance policy,
or from the Company, within 20 calendar days of the later of Indemnitee’s request of the insurer
and Indemnitee’s request of the Company as provided in clause (ii) of the first sentence of this
Section 2(f), Indemnitee may make written demand on Cooper Ltd. for indemnification pursuant to
Section 2(a) or make a request for Expense Advance pursuant to Section 2(b).




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 Cooper Ltd. 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 Cooper Ltd. 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 Cooper Ltd. 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 Cooper
Ltd. to establish by clear and convincing evidence that Indemnitee is not so entitled.



4. Change in Control. Cooper Ltd. 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 Company’s articles of
association, Cooper Ltd.’s Bye-laws, statute or rule of law now or hereafter in effect relating to
Claims for Indemnifiable Events, Cooper Ltd. 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, Cooper Ltd. and
Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified
under this Deed. Cooper Ltd. 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 Company’s articles of association 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 of association 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 the law of the jurisdiction under which
Cooper Ltd. exists 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.
Cooper Ltd. 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 or, prior to the Transaction Time, the directors and officers of Cooper
Ltd., 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.



Cooper Ltd. 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), Cooper Ltd. 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, Cooper Ltd. 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 (US$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”). Cooper Ltd. 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. Cooper Ltd. 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. Period of Limitations. No legal action shall be brought and no cause of action shall be
asserted by or on behalf of Cooper Ltd. 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 Cooper Ltd.
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.



10. 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.



11. Subrogation. In the event of payment under this Deed, Cooper Ltd. 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 Cooper Ltd. effectively to bring suit to enforce
such rights.



12. No Duplication of Payments. Cooper Ltd. 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 Company’s articles of association,
Cooper Ltd.’s Bye-laws or otherwise) of the amounts otherwise indemnifiable hereunder.



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13. 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 Cooper Ltd., spouses, heirs, and personal and
legal representatives. 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.



14. 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 Bermuda 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..



15. Governing Law. This Deed shall be governed by and construed and enforced in accordance
with the laws of Bermuda applicable to contracts made and to be performed in Bermuda without giving
effect to conflicts of laws. For purposes of this Deed, the Indemnitee and Cooper Ltd. hereby
irrevocably and unconditionally submit to the non-exclusive jurisdiction of state and federal
courts sitting in the city of Houston, Texas.



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



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IN WITNESS of which this document has been executed and delivered as a deed this        day of August,
2010.



EXECUTED and delivered as a Deed


by the duly authorized representative


of COOPER INDUSTRIES, LTD.



     


Name: Kirk S. Hachigian


Title: President and Chief Executive Officer



SIGNED AND DELIVERED


by INDEMNITEE



     


Name:


Title: Director



G:\G-Sec\12-Comp Plans — Stock & Deferred\Indemnification Agreements\Hill — CI Ltd 7-28-10.DOC





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Exhibit I




Extract of Indemnification provisions from the Company’s Articles of Association and

Cooper Ltd.’s Bye-laws





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