exv10w21






Exhibit 10.21




INDEMNIFICATION AGREEMENT




     This INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of
                     by and between Electro Rent Corporation, a California corporation (the “Company”),
and the undersigned individual who is a director or officer (“Indemnitee”) of the Company in
reference to the following facts and circumstances:



     A. The Company wishes to retain the services of its existing directors and executive officers.



     B. The Company wishes to continue to attract and retain high quality directors and executive
officers of its choice and believes that adequate indemnification or insurance against the risks of
liability is required for this purpose.



     NOW, THEREFORE, in consideration of Indemnitee’s continued service to the Company, the Company
hereby agrees as follows:



     1. Indemnification. If Indemnitee was or is made a party to or is threatened to be
made a party to or is involuntarily involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that
Indemnitee is or was a director or officer of the Company or is or was serving (during such
person’s tenure as director or officer) at the request of the Company, any other corporation,
partnership, joint venture, trust or other enterprise in any capacity, whether the basis of a
Proceeding is an alleged action in an official capacity as a director or officer or in any other
capacity while serving as a director or officer, Indemnitee shall be indemnified and held harmless
by the Company to the fullest extent authorized by California General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that
such amendment permits the Company to provide broader indemnification rights than said law
permitted the Company to provide prior to such amendment), against all expenses, liabilities and
loss (including, without limitation, attorneys’ fees, judgments, fines, or penalties and amounts to
be paid in settlement) reasonably incurred or suffered by Indemnitee in connection therewith. The
right to indemnification conferred in this Section 1 shall be a contract right and shall include
the right of Indemnitee to be paid by the Company the expenses incurred by Indemnitee in defending
a Proceeding in advance of its final disposition; provided, however, that, if California General
Corporation Law requires, the payment of such expenses in advance of the final disposition of a
Proceeding shall be made only upon receipt by the Company of an undertaking by or on behalf of
Indemnitee to repay all amounts so advanced if it shall ultimately be determined that Indemnitee is
not entitled to be indemnified under this Section or otherwise. Except as provided in Section 2,
the provisions of this Agreement, shall not apply to any claim initiated by Indemnitee primarily to
obtain personal benefit.



     2. Remedy to Enforce Right to Indemnification. If a claim for indemnity under Section
1 of this Agreement is not paid in full by the Company within 90 days after a written claim has
been received by the Company, Indemnitee may at any time thereafter bring suit against the Company
to recover the unpaid amount of the claim and, if successful in whole or in part, Indemnitee shall
also be entitled to be paid the expense of prosecuting such claim including reasonable attorneys’
fees incurred in connection therewith. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending a Proceeding in advance of its
final disposition where the required undertaking, if any is required, has been tendered to the
Company) that Indemnitee has not met the standards of conduct which make it permissible under
California General Corporation Law for the Company to indemnify Indemnitee for the amount claimed,
but the burden of proving such defense shall be on the Company. Neither the failure of the Company
(including its Board of Directors, independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that indemnification of Indemnitee is proper
in the circumstances because he or she has met the applicable standard of conduct set forth in
California General Corporation Law, nor an actual determination by the Company (including its Board
of Directors, independent legal counsel, or its shareholders) that Indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or create a presumption that
Indemnitee has not met the applicable standard of conduct.



 









 





     3. Contract Right Not Exclusive. The rights conferred by this Agreement shall not be
exclusive of any other rights which Indemnitee may have or hereafter acquire under any statute,
provision contained in the Company’s Articles of Incorporation or By-laws, or any agreement, or
pursuant to any vote of shareholders or disinterested directors or otherwise.



     4. Insurance. The Company may purchase and maintain insurance on behalf of any
Indemnitee against any expense, liability or loss, whether or not the Company would have the power
to indemnify the Indemnitee against that expense, liability or loss under the California General
Corporation Law. Indemnitee agrees to reimburse the Company for any funds paid hereunder which are
paid to Indemnitee under any such policy.



     5. Termination. This Agreement may be amended or terminated by a writing to that
effect executed by the Company and delivered to Indemnitee; such amendment or termination shall
apply only to acts or omissions of Indemnitee after such notice is delivered to Indemnitee but such
termination shall not affect Indemnitee’s rights hereunder with respect to acts or omissions
occurring prior thereto. Indemnitee shall not forfeit Indemnitee’s status as a beneficiary under
this Agreement by the termination of Indemnitee’s position with the Company.



     6. Saving Clause. If this Agreement or any portion thereof shall be invalidated on
any ground by any court of competent jurisdiction, the Company shall nevertheless indemnify
Indemnitee to the fullest extent permitted by any applicable portion of this Agreement that shall
not have been invalidated or by any other applicable law.



     7. Successors and Assigns. This Agreement shall be binding upon the Company and its
successors and assigns.



     8. Applicable Law. This Agreement shall be governed by and construed in accordance
with California law.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.



	 	 	 	 	 	 	 
	 	 	Electro Rent Corporation, a California corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	“Indemnitee”	 	 
	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Signature	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Print Name	 	 	 	 











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