**EXHIBIT 10.24**Superconductor Technologies Inc.INDEMNIFICATION AGREEMENT     This Indemnification Agreement (“Agreement”) is effective as of this ______ day of _______________,200___, by and between Superconductor Technologies Inc., a Delaware corporation (the “Company”), and_______________ (“Indemnitee”).     WHEREAS, the Company and Indemnitee recognize the continued difficulty in obtaining liabilityinsurance for its directors, officers, employees, agents and fiduciaries, the significant increasesin the cost of such insurance and the general reductions in the 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 coverage of liability insurancehas been severely limited;     WHEREAS, Indemnitee does not regard the current protection available as adequate under thepresent circumstances, and the Indemnitee and other directors, officers, employees, agents andfiduciaries of the Company may not be willing to continue to serve in such capacities withoutadditional protection; and     WHEREAS, the Company desires to attract and retain the services of highly qualifiedindividuals, such as Indemnitee, to serve the Company and, in part, in order to induce Indemniteeto continue to provide services to the Company, wishes to provide for the indemnification andadvancing of expenses to Indemnitee to the maximum extent permitted by law.     NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:     1. Indemnification.          (a) Indemnification of Expenses. The Company shall indemnify Indemniteeto the fullest extent permitted by law if Indemnitee was or is or becomes a party to or witness orother participant in, or is threatened to be made a party to or witness or other participant in,any threatened, pending or completed action, suit, proceeding or alternative dispute resolutionmechanism, or any hearing, inquiry or investigation that Indemnitee in good faith believes mightlead to the institution of any such action, suit, proceeding or alternative dispute resolutionmechanism, whether civil, criminal, administrative, investigative or other (hereinafter a “Claim”)by reason of (or arising in part out of) any event or occurrence related to the fact thatIndemnitee is or was a director, officer, employee, agent or fiduciary of the Company; or anysubsidiary of the Company, or is or was serving at the request of the Company as a director,officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust orother enterprise, or by reason of any action or inaction on the part of Indemnitee while serving insuch capacity (hereinafter an “Indemnifiable Event”) against any and all expenses (includingattorneys’ fees and all other costs, expenses and obligations incurred in connection withinvestigating, defending, being a witness in or participating in (including on appeal), orpreparing to defend, be a witness in or participate in, any such action, suit, proceeding,alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments, fines,penalties and amounts paid in settlement (if such settlement is approved in advance by the Company,which
 

 
approval shall not be unreasonably withheld) of such Claim and any federal, state, local or foreigntaxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments underthis Agreement (collectively, hereinafter “Expenses”), including all interest, assessments andother charges paid or payable in connection with or in respect of such Expenses. Such payment ofExpenses shall be made by the Company as soon as practicable but in any event no later than fivedays after written demand by Indemnitee therefor is presented to the Company.          (b) Reviewing Party. Notwithstanding the foregoing, (i) the obligations of theCompany under Section 1(a) shall be subject to the condition that the Reviewing Party (as describedin Section 10(e) hereof) shall not have determined (in a written opinion, in any case in which theIndependent Legal Counsel referred to in Section 1(c) hereof is involved) that Indemnitee would notbe permitted to be indemnified under applicable law, and (ii) the obligation of the Company to makean advance payment of Expenses to Indemnitee pursuant to Section 2(a) (an “Expense Advance”) shallbe subject to the condition that, if, when and to the extent that the Reviewing Party determinesthat Indemnitee would not be permitted to be so indemnified under applicable law, the Company shallbe entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for allsuch amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereaftercommences legal proceedings in a court of competent jurisdiction to secure a determination thatIndemnitee should be indemnified under applicable law, any determination made by the ReviewingParty that Indemnitee would not be permitted to be indemnified under applicable law shall not bebinding and Indemnitee shall not be required to reimburse the Company for any Expense Advance untila final judicial determination is made with respect thereto (as to which all rights of appealtherefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for anyExpense Advance shall be unsecured and no interest shall be charged thereon. If there has not beena Change in Control (as defined in Section 10(c) hereof), the Reviewing Party shall be selected bythe Board of Directors, and if there has been such a Change in Control (other than a Change inControl which has been approved by a majority of the Company’s Board of Directors who weredirectors immediately prior to such Change in Control), the Reviewing Party shall be theIndependent Legal Counsel referred to in Section 1(c) hereof. If there has been no determinationby the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would notbe permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have theright to commence litigation seeking an initial determination by the court or challenging any suchdetermination by the Reviewing Party or any aspect thereof, including the legal or factual basestherefor, and the Company hereby consents to service of process and to appear in any suchproceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding onthe Company and Indemnitee.          (c) Change in Control. The Company agrees that if there is a Change inControl of the Company (other than a Change in Control which has been approved by a majority of theCompany’s Board of Directors who were directors immediately prior to such Change in Control) thenwith respect to all matters thereafter arising concerning the rights of Indemnitee to payments ofExpenses and Expense Advances under this Agreement or any other agreement or under the Company’sCertificate of Incorporation or Bylaws as now or hereafter in effect, Independent Legal Counsel (asdefined in Section 10(d) hereof) shall be selected by the Indemnitee and approved by the Company(which approval shall not be unreasonably withheld). Such counsel, among other things, shallrender its written opinion to the Company and Indemnitee as to whether and to what extentIndemnitee would have permitted to be indemnified under applicable law and the Company agrees toabide by such opinion. The Company agrees to pay the reasonable fees of the Independent LegalCounsel referred to
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above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees),claims, liabilities and damages arising out of or relating to this Agreement or its engagementpursuant hereto.          (d) Mandatory Payment of Expenses. Notwithstanding any other provision ofthis Agreement other than Section 9 hereof, to the extent that Indemnitee has been successful onthe merits or otherwise, including, without limitation, the dismissal of an action withoutprejudice, in defense of any action, suit, proceeding, inquiry or investigation referred to inSection (1) (a) hereof or in the defense of any claim, issue or matter therein, Indemnitee shall beindemnified against all Expenses incurred by the Indemnitee in connection therewith.     2. Expenses; Indemnification Procedure.          (a) Advancement of Expenses. The Company shall advance all Expensesincurred by the Indemnitee. The advances to be made hereunder shall be paid by the Company toIndemnitee as soon as practicable but in any event no later than five days after written demand byIndemnitee therefor to the Company.          (b) Notice/Cooperation by Indemnitee. Indemnitee shall, as a conditionprecedent to Indemnitee’s right to be indemnified under this Agreement, give the Company notice inwriting as soon as practicable of any claim made against Indemnitee for which indemnification willor could be sought under this Agreement. Notice to the Company shall be directed to the ChiefExecutive Officer of the Company at the address shown on the signature page of this Agreement (orsuch other address as the Company shall designate in writing to the Indemnitee). In addition,Indemnitee shall give the Company such information and cooperation as it may reasonably require andas shall be within Indemnitee’s power.          (c) No Presumptions; Burden of Proof. For purposes of this Agreement, thetermination of any Claim by judgment, order, settlement (whether with or without court approval) orconviction, or upon a plea of nolo contendere, or its equivalent, shall not create ofpresumption that Indemnitee did not meet any particular standard of conduct or have any particularbelief or that a court has determined that indemnification is not permitted by applicable law. Inaddition, neither the failure of the Reviewing Party to have made a determination as to whetherIndemnitee has met any particular standard of conduct or had any particular belief, nor an actualdetermination by the Reviewing Party that Indemnitee has not met such standard of conduct or didnot have such belief, prior to the commencement of legal proceedings by Indemnitee to secure ajudicial determination that Indemnitee should be indemnified under applicable law, shall be adefense to Indemnitee’s claim or create a presumption that Indemnitee has not met any particularstandard of conduct or did not have any particular belief. In connection with any determination bythe Reviewing Party or otherwise as to whether the Indemnitee is entitled to be indemnifiedhereunder, the burden of proof shall be on the Company to establish that Indemnitee is not soentitled.          (d) Notice to Insurers. If, at the time of the receipt by the Company of anotice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effectwhich may cover such Claim, the Company shall give prompt notice of the commencement of such Claimto the insurers in accordance with the procedures set forth in the respective policies. TheCompany shall thereafter take all necessary or desirable action to cause such insurers to pay, onbehalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiryor investigation in accordance with the terms of such policies.          (e) Selection of Counsel. In the event the Company shall be obligatedhereunder to pay the Expenses of any Claim, the Company, if appropriate, shall be entitled toassume the defense of such Claim with counsel approved by Indemnitee, upon the delivery to
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Indemnitee of written notice of its election so to do. After delivery of such notice, approval ofsuch counsel by Indemnitee and the retention of such counsel by the Company, the Company will notbe liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred byIndemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right toemploy Indemnitee’s counsel in any such Claim at Indemnitee’s expense and (ii) if (A) theemployment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemniteeshall have reasonably concluded that there may be a conflict of interest between the Company andIndemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain suchcounsel to defend such Claim, then the fees and expenses of Indemnitee’s counsel shall be at theexpense of the Company.     3. Additional Indemnification Rights; Nonexclusivity.          (a) Scope. The Company hereby agrees to indemnify the Indemnitee to thefullest extent permitted by law, notwithstanding that such indemnification is not specificallyauthorized by the other provisions of this Agreement, the Company’s Certificate of Incorporation,the Company’s Bylaws or by statute. In the event of any change after the date of this Agreement inany applicable law, statute or rule which expands the right of a Delaware corporation to indemnifya member of its Board of Directors or an officer, employee, agent or fiduciary, it is the intent ofthe parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded bysuch change. In the event of any change in any applicable law, statute or rule which narrows theright of a Delaware corporation to indemnify a member of its Board of Directors or an officer,employee, agent or fiduciary, such change, to the extent not otherwise required by such law,statute or rule to be applied to this Agreement, shall have no effect on this Agreement or theparties’ rights and obligations hereunder except as set forth in Section 8(a) hereof.          (b) Nonexclusivity. The indemnification provided by this Agreement shall bein addition to any rights to which Indemnitee may be entitled under the Company’s Certificate ofIncorporation, its Bylaws, any agreement, any vote of stockholders or disinterested directors, theGeneral Corporation Law of the State of Delaware, or otherwise. The indemnification provided underthis Agreement shall continue as to Indemnitee for any action taken or not taken while serving inan indemnified capacity even though Indemnitee may have ceased to serve in such capacity.     4. No Duplication of Payments. The Company shall not be liable under thisAgreement to make any payment in connection with any Claim made against Indemnitee to the extentIndemnitee has otherwise actually received payment (under any insurance policy, Certificate ofIncorporation, Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder.     5. Partial Indemnification. If Indemnitee is entitled under any provision of thisAgreement to indemnification by the Company for some or a portion of Expenses incurred inconnection with any Claim, but not, however, for all of the total amount thereof, the Company shallnevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.     6. Mutual Acknowledgement. Both the Company and Indemnitee acknowledgethat in certain instances, Federal law or applicable public policy may prohibit the Company fromindemnifying its directors, officers, employees, agents or fiduciaries under this Agreement orotherwise. Indemnitee understands and acknowledges that the Company has undertaken or may berequired in the future to undertake with the Securities and Exchange Commission to
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submit the question of indemnification to a court in certain circumstances for a determination ofthe Company’s right under public policy to indemnify Indemnitee.     7. Liability Insurance. To the extent the Company maintains liability insuranceapplicable to directors, officers, employees, agents or fiduciaries, Indemnitee shall be covered bysuch policies in such a manner as to provide Indemnitee the same rights and benefits as areaccorded to the most favorably insured of the Company’s directors, if Indemnitee is a director; orof the Company’s officers, if Indemnitee is not a director of the Company but is an officer; or ofthe Company’s key employees, agents or fiduciaries, if Indemnitee is not an officer or director butis a key employee, agent or fiduciary.     8. Exceptions. Any other provision herein to the contrary notwithstanding, theCompany shall not be obligated pursuant to the terms of this Agreement:          (a) Excluded Action or Omissions. To indemnify Indemnitee for acts,omissions or transactions from which Indemnitee may not be relieved of liability under applicablelaw.          (b) Claims Initiated by Indemnitee. To indemnify or advance expensesto Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by wayof defense, except (i) with respect to actions or proceedings brought to establish or enforce aright to indemnification under this Agreement or any other agreement or insurance policy or underthe Company’s Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claimsfor Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved theinitiation or bringing of such Claim, or (iii) as otherwise as required under Section 145 of theDelaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to beentitled to such indemnification, advance expense payment or insurance recovery, as the case maybe.          (c) Lack of Good Faith. To indemnify Indemnitee for any expenses incurredby the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpretthis Agreement, if a court of competent jurisdiction determines that each of the materialassertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous;or          (d) Claims Under Section 16(b). To indemnify Indemnitee for expenses andthe payment of profits arising from the purchase and sale by Indemnitee of securities in violationof Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successorstatute.     9. Period of Limitations. No legal action shall be brought and no cause of actionshall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s estate,spouse, heirs, executors or personal or legal representatives after the expiration of two yearsfrom the date of accrual of such cause of action, and any claim or cause of action of the Companyshall be extinguished and deemed released unless asserted by the timely filing of a legal actionwithin such two-year period; provided, however, that if any shorter period oflimitations is otherwise applicable to any such cause of action, such shorter period shall govern.     10. Construction of Certain Phrases.          (a) For purposes of this Agreement, references to the “Company” shallinclude, in addition to the resulting corporation, any constituent corporation (including anyconstituent of a constituent) absorbed in a consolidation or merger which, if its separateexistence had continued, would have had power and authority to indemnify its directors, officers,
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employees, agents or fiduciaries, so that if Indemnitee is or was a director, officer, employee,agent or fiduciary of such constituent corporation, or is or was serving at the request of suchconstituent corporation as a director, officer, employee, agent or fiduciary of anothercorporation, partnership, joint venture, employee benefit plan, trust or other enterprise.Indemnitee shall stand in the same position under the provisions of this Agreement with respect tothe resulting or surviving corporation as Indemnitee would have with respect to such constituentcorporation if its separate existence had continued.          (b) For purposes of this Agreement, references to “other enterprises” shallinclude employee benefit plans; references to “fines” shall include any excise taxes assessed onIndemnitee with respect to an employee benefit plan; and references to “serving at the request ofthe Company” shall include any service as a director, officer, employee, agent or fiduciary of theCompany which imposes duties on, or involves services by, such director, officer, employee, agentor fiduciary with respect to an employee benefit plan, its participants or its beneficiaries; andif Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in theinterest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall bedeemed to have acted in a manner “not opposed to the best interests of the Company” as referred toin this Agreement.          (c) For purposes of this Agreement a “Change in Control” shall be deemed tohave occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of theSecurities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holdingsecurities under an employee benefit plan of the Company or a corporation owned directly orindirectly by the stockholders of the Company in substantially the same proportions as theirownership of stock of the Company, (A) who is or becomes the beneficial owner, directly orindirectly, of securities of the Company representing 10% or more of the combined voting power ofthe Company’s then outstanding Voting Securities, increases his beneficial ownership of suchsecurities by 5% or more over the percentage so owned by such person, or (B) becomes the“beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securitiesof the Company representing more than 20% of the total voting power represented by the Company’sthen outstanding Voting Securities, (ii) during any period of two consecutive years, theindividuals who at the beginning of such period constitute the Board of Directors of the Companyand any new director whose election by the Board of Directors or nomination for election by theCompany’s stockholders was approved by a vote of at least two-thirds of the directors then still inoffice who either were directors at the beginning of the period or whose election or nomination forelection was previously so approved, cease for any reason to constitute a majority thereof, or(iii) the stockholders of the Company approve a merger or consolidation of the Company with anyother corporation other than a merger or consolidation which would result in the Voting Securitiesof the Company outstanding immediately prior thereto continuing to represent (either by remainingoutstanding or by being converted into Voting Securities of the surviving entity) at least 80% ofthe total voting power represented by the Voting Securities of the Company or such surviving entityoutstanding immediately after such merger or consolidation, or the stockholders of the Companyapprove a plan of complete liquidation of the Company or an agreement for the sale or dispositionby the Company of (in one transaction or a series of transactions) all of substantially all of theCompany’s assets.          (d) For purposes of this Agreement, “Independent Legal Counsel” shall meanan attorney or firm of attorneys, selected in accordance with the provisions of Section 1(c)hereof, who shall not have otherwise performed services for the Company or Indemnitee within thelast three years (other than with respect to matters concerning the rights of Indemnitee under thisAgreement, or of other indemnitees under similar indemnity agreements.)
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          (e) For purposes of this Agreement, a “Reviewing Party” shall mean anyappropriate person or body consisting of a member or members of the Company’s Board ofDirectors or any other person or body appointed by the Board of Directors who is not a party to theparticular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.          (f) For purposes of this Agreement, “Voting Securities” shall mean anysecurities of the Company that vote generally in the election of directors.     11. Counterparts. This Agreement may be executed in one or more counterparts,each of which shall constitute an original.     12. Binding Effect; Successors and Assigns. This Agreement shall be binding uponand inure to the benefit of and be enforceable by the parties hereto and their respectivesuccessors, assigns, including any direct or indirect successor by purchase, merger, consolidationor otherwise to all or substantially all of the business and/or assets of the Company, spouses,heirs, and personal and legal representatives. 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 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. This Agreement shall continue in effect regardless ofwhether Indemnitee continues to serve as a director or officer of the Company or of any otherenterprise at the Company’s request.     13. Attorneys’ Fees. In the event that any action is instituted by Indemnitee underthis Agreement or under any liability insurance policies maintained by the Company to enforceor interpret any of the terms hereof or thereof, Indemnitee shall be entitled to be paid allExpenses incurred by Indemnitee with respect to such action, regardless of whether Indemnitee isultimately successful in such action, and shall be entitled to the advancement of Expenses withrespect to such action, unless as a part of such action a court of competent jurisdiction over suchaction determines that each of the material assertions made by Indemnitee as a basis for suchaction were not made in good faith or were frivolous. In the event of an action instituted by orin the name of the Company under this Agreement to enforce or interpret any of the terms of thisAgreement, Indemnitee shall be entitled to be paid all Expenses incurred by Indemnitee in defenseof such action (including costs and expenses incurred with respect to Indemnitee’s counterclaimsand cross-claims made in such action), and shall be entitled to the advancement Expenses withrespect to such action, unless as a part of such action a court having jurisdiction over suchaction determines that each of Indemnitee’s material defenses to such action were made in bad faithor were frivolous.     14. Notice. All notices, requests, demands and other communication under thisAgreement shall be in writing and shall be deemed duly given (i) if delivered by hand and signedfor by the party addressed, on the date of such delivery, or (ii) if mailed by domestic certifiedor registered mail with postage prepaid, on the third business day after the date postmarked.Addresses for notice to either party are as shown on the signature page of this Agreement, or assubsequently modified by written notice.     15. Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocablyconsent to the jurisdiction of the courts of the State of Delaware for all purposes inconnection with any action or proceeding which arises out of or relates to this Agreement and agreethat any action instituted under this Agreement shall be commenced, prosecuted and continued onlyin the Court of Chancery of the State of Delaware in and for New Castle County, which shall be theexclusive and only proper forum for adjudicating such a claim.
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     16. Severability. The provisions of this Agreement shall be severable in the eventthat any of the provisions hereof (including any provision within a single section, paragraph orsentence) are held by a court of competent jurisdiction to be invalid, void or otherwiseunenforceable, and the remaining provisions shall remain enforceable to the fullest extentpermitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement(including, without limitations, each portion of this Agreement containing any provision held to beinvalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shallbe construed so as to give effect to the intent manifested by the provision held invalid, illegalor unenforceable.     17. Choice of Law. This Agreement shall be governed by and its provisionsconstrued and enforced in accordance with the laws of the State of Delaware, as applied tocontracts between Delaware residents, entered into and to be performed entirely within the State ofDelaware, without regard to the conflict of laws principles thereof.     18. Subrogation. In the event of payment under this Agreement, the Company shallbe subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, whoshall execute all documents required and shall do all acts that may be necessary to secure suchrights and to enable the Company effectively to bring suit to enforce such rights.     19. Amendment and Termination. No amendment, modification, termination orcancellation of this Agreement shall be effective unless it is in writing signed by both theparties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shallconstitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiverconstitute a continuing waiver.     20. Integration and Entire Agreement. This Agreement sets forth the entireunderstanding between the parties hereto and supercedes and merges all previous written and oralnegotiations, commitments, understandings and agreements relating to the subject matter hereofbetween the parties hereto.     21. No Construction as Employment Agreement. Nothing contained in thisAgreement shall be construed as giving Indemnitee any right to be retained in the employ of theCompany or any of its subsidiaries.
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first abovewritten.      SUPERCONDUCTOR TECHNOLOGIES INC.