Exhibit 10.1


 


 


SIERRA MONITOR CORPORATION


 


INDEMNIFICATION AGREEMENT


 


This Indemnification
Agreement (this “Agreement”) is dated as of _____ __, 20__ and is between Sierra Monitor Corporation,
a California corporation (the “Company”), and __________ (“Indemnitee”).


 


RECITALS


 


A.           Indemnitee’s
service to the Company substantially benefits the Company.


 


B.           Individuals
are reluctant to serve as directors or officers of corporations or in certain other capacities unless they are provided with adequate
protection through insurance or indemnification against the risks of claims and actions against them arising out of such service.


 


C.           Indemnitee
does not regard the protection currently provided by applicable law, the Company’s governing documents and any insurance
as adequate under the present circumstances, and Indemnitee may not be willing to serve as a director or officer without additional
protection.


 


D.           In
order to induce Indemnitee to continue to provide services to the Company, it is reasonable, prudent and necessary for the Company
to contractually obligate itself to indemnify, and to advance expenses on behalf of, Indemnitee as permitted by applicable law.


 


E.           This
Agreement is a supplement to and in furtherance of the indemnification provided in the Company’s articles of incorporation
and bylaws, and any resolutions adopted pursuant thereto, and this Agreement shall not be deemed a substitute therefor, nor shall
this Agreement be deemed to limit, diminish or abrogate any rights of Indemnitee thereunder.


 


[F.           This
Agreement supersedes and replaces any prior agreements between the Company and Indemnitee concerning the indemnification and related
matters provided for herein.]


 


The parties therefore
agree as follows:


 


1.           Definitions.


 


(a)          “CGCL”
means the California General Corporation Law.


 


(b)          A
“Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement
of any of the following events:


 


(i)          Acquisition
of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or
indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s
then outstanding securities;


 




    	 



    	 



    

 


(ii)         Change
in Board Composition. During any period of two consecutive years (not including any period prior to the execution of this
Agreement), individuals who at the beginning of such period constitute the Company’s board of directors, and any new directors
(other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described
in Sections 1(a)(i), 1(a)(iii) or 1(a)(iv)) whose election by the board of directors or nomination for election by the Company’s
shareholders was approved by a vote of at least two-thirds 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
at least a majority of the members of the Company’s board of directors;


 


(iii)        Corporate
Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or
consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation
continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity)
more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such
merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such
surviving entity;


 


(iv)        Liquidation.
The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company’s assets; and


 


(v)         Other
Events. Any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange
Act of 1934, as amended, whether or not the Company is then subject to such reporting requirement.


 


For purposes of this
Section 1(a), the following terms shall have the following meanings:


 


(1)         “Person”
shall have the meaning as set forth in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended; provided,
however, that “Person” shall exclude (i) the Company, (ii) any trustee or other fiduciary
holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly,
by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company.


 


(2)         “Beneficial
Owner” shall have the meaning given to such term in Rule 13d-3 under the Securities Exchange Act of 1934, as
amended; provided, however, that “Beneficial Owner” shall exclude any Person otherwise
becoming a Beneficial Owner by reason of (i) the shareholders of the Company approving a merger of the Company with another
entity or (ii) the Company’s board of directors approving a sale of securities by the Company to such Person.


 


(c)          “Corporate
Status” describes the status of a person who is or was a director, trustee, general partner, managing member, officer,
employee, agent or fiduciary of the Company or any other Enterprise.


 




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(d)          “Enterprise”
means the Company and any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan
or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, trustee, general partner,
managing member, officer, employee, agent or fiduciary.


 


(e)          “Expenses”
include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts, witness fees,
travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other
disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute
or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also include
(i) Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium,
security for, and other costs relating to any cost bond, supersedeas bond or other appeal bond or their equivalent, and (ii) for
purposes of Section 12(d), Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense
of Indemnitee’s rights under this Agreement or under any directors’ and officers’ liability insurance policies
maintained by the Company. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments
or fines against Indemnitee.


 


(f)          “Independent
Counsel” means a law firm, or a partner or member of a law firm, that is experienced in matters of corporation law
and neither presently is, nor in the past five years has been, retained to represent (i) the Company or Indemnitee in any
matter material to either such party (other than as Independent Counsel with respect to matters concerning Indemnitee under this
Agreement, or other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving
rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel”
shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict
of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 


(g)          “Proceeding”
means any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or proceeding, whether brought in the right of the Company or otherwise and whether of a civil,
criminal, administrative or investigative nature, including any appeal therefrom and including without limitation any such Proceeding
pending as of the date of this Agreement, in which Indemnitee was, is or will be involved as a party, a potential party, a non-party
witness or otherwise by reason of (i) the fact that Indemnitee is or was a director or officer of the Company, (ii) any
action taken by Indemnitee or any action or inaction on Indemnitee’s part while acting as a director or officer of the Company,
or (iii) the fact that he or she is or was serving at the request of the Company as a director, trustee, general partner,
managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, in each case whether or not serving
in such capacity at the time any liability or Expense is incurred for which indemnification or advancement of expenses can be
provided under this Agreement.


 




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(h)          Reference
to “other enterprises” shall include employee benefit plans; references to “fines”
shall include any excise taxes assessed on a person with respect to any employee benefit plan; references to “serving
at the request of the Company” shall include any service as a director, officer, employee or agent of the Company
which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to
be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner “not opposed to the best interests of the Company” as referred to in this Agreement.


 


2.          Indemnity
in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 2
if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in
the right of the Company to procure a judgment in its favor. Pursuant to this Section 2, Indemnitee shall be indemnified
to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement actually
and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter
therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the Company,
and, in the case of any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.


 


3.          Indemnity
in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions
of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the
right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified to the
fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith, in a manner
Indemnitee believed to be in the best interests of the Company and its shareholders, except that no indemnification shall be made
(i) in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Company in the
performance of Indemnitee’s duty to the Company and its shareholders unless and only to the extent that the court in which
such Proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, Indemnitee
is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine, (ii) of
amounts paid in settling or otherwise disposing of a pending action without court approval or (iii) of expenses incurred in defending
a pending action which is settled or otherwise disposed of without court approval.


 


4.          Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. To the extent that Indemnitee is a party to or a participant in
and is successful (on the merits or otherwise) in defense of any Proceeding or any claim, issue or matter therein, the Company
shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf
in connection therewith. To the extent permitted by applicable law, if Indemnitee is not wholly successful in such Proceeding
but is successful, on the merits or otherwise, in defense of one or more but less than all claims, issues or matters in such Proceeding,
the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with (a) each successfully resolved claim, issue or matter, and (b) any claim, issue or matter
related to any such successfully resolved claim, issue or matter. For purposes of this section, the termination of any claim,
issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to
such claim, issue or matter.


 




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5.          Indemnification
for Expenses of a Witness. To the extent that Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding
to which Indemnitee is not a party, Indemnitee shall be indemnified to the extent permitted by applicable law against all Expenses
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 


6.          Additional
Indemnification.


 


(a)          Notwithstanding
any limitation in Sections 2, 3 or 4, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable
law if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding by or
in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the Proceeding or any claim, issue or
matter therein.


 


(b)          For
purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by applicable law”
shall include, but not be limited to:


 


(i)          the
fullest extent permitted by the provision of the CGCL that authorizes or contemplates additional indemnification by agreement,
or the corresponding provision of any amendment to or replacement of the CGCL; and


 


(ii)         the
fullest extent authorized or permitted by any amendments to or replacements of the CGCL adopted after the date of this Agreement
that increase the extent to which a corporation may indemnify its officers and directors.


 


7.          Exclusions.
Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity
in connection with any Proceeding (or any part of any Proceeding):


 


(a)          for
which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy, indemnity provision, vote
or otherwise, except with respect to any excess beyond the amount paid;


 


(b)          for
an accounting or disgorgement of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or
similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor;


 


(c)          for
any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits
realized by Indemnitee from the sale of securities of the Company, as required in each case under the Securities Exchange Act
of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304
of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits
arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act), if
Indemnitee is held liable therefor;


 




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(d)          initiated
by Indemnitee and not by way of defense, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against
the Company or its directors, officers, employees, agents or other indemnitees, unless (i) the Company’s board of directors
authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (ii) the Company provides the
indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (iii) otherwise
authorized in Section 12(d) or (iv) otherwise required by applicable law; or


 


(e)          if
prohibited by applicable law.


 


8.          Advances
of Expenses.


 


(a)          The
Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding prior to its final resolution, and
such advancement shall be made as soon as reasonably practicable, but in any event no later than 60 days, after the receipt by
the Company of a written statement or statements requesting such advances from time to time (which shall include invoices received
by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references
to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall
not be included with the invoice). Advances shall be unsecured and interest free and made without regard to Indemnitee’s
ability to repay such advances. Indemnitee hereby undertakes to repay any advance to the extent that it is ultimately determined
that Indemnitee is not entitled to be indemnified by the Company. This Section 8 shall not apply to the extent advancement
is prohibited by law and shall not apply to any Proceeding for which indemnity is not permitted under this Agreement, but shall
apply to any Proceeding referenced in Section 7(b) or 7(c) prior to a determination that Indemnitee is not entitled to be
indemnified by the Company.


 


9.          Procedures
for Notification and Defense of Claim.


 


(a)          Indemnitee
shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement
of Expenses as soon as reasonably practicable following the receipt by Indemnitee of notice thereof. The written notification
to the Company shall include, in reasonable detail, a description of the nature of the Proceeding and the facts underlying the
Proceeding. The failure by Indemnitee to notify the Company will not relieve the Company from any liability which it may have
to Indemnitee hereunder or otherwise than under this Agreement, except to the extent that such failure or delay materially prejudices
the Company.


 


(b)          If,
at the time of the receipt of a notice of a Proceeding pursuant to the terms hereof, the Company has directors’ and officers’
liability insurance in effect, the Company shall give prompt notice of the commencement of the Proceeding to the insurers in accordance
with the procedures set forth in the applicable policies. The Company shall thereafter take all commercially-reasonable action
to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with
the terms of such policies.


 




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(c)          In
the event the Company may be obligated to make any indemnity in connection with a Proceeding, the Company shall be entitled to
assume the defense of such Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably withheld.
After the retention of such counsel by the Company, the Company will not be liable to Indemnitee for any fees or expenses of counsel
subsequently incurred by Indemnitee with respect to the same Proceeding. Notwithstanding the Company’s assumption of the
defense of any such Proceeding, the Company shall be obligated to pay the fees and expenses of Indemnitee’s separate counsel
to the extent (i) the employment of separate counsel by Indemnitee is authorized by the Company, (ii) counsel for the
Company or Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee
in the conduct of any such defense such that Indemnitee needs to be separately represented, (iii) the fees and expenses are
non-duplicative and reasonably incurred in connection with Indemnitee’s role in the Proceeding despite the Company’s
assumption of the defense; (iv) the Company is not financially or legally able to perform its indemnification obligations,
or (v) the Company shall not have retained, or shall not continue to retain, such counsel to defend such Proceeding. The
Company shall have the right to conduct such defense as it sees fit in its sole discretion. Regardless of any provision in this
Agreement, Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee’s personal expense. The Company
shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the
Company.


 


(d)          Indemnitee
shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate.


 


(e)          The
Company shall not be liable to indemnify Indemnitee for any settlement of any Proceeding (or any part thereof) without the Company’s
prior written consent, which shall not be unreasonably withheld.


 


(f)          The
Company shall not settle any Proceeding (or any part thereof) in a manner that imposes any penalty or liability on Indemnitee
without Indemnitee’s prior written consent, which may be withheld by Indemnitee in Indemnitee’s sole discretion.


 


10.         Procedures
upon Application for Indemnification.


 


(a)          To
obtain indemnification, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation
and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what
extent Indemnitee is entitled to indemnification following the final disposition of the Proceeding. Any delay in providing the
request will not relieve the Company from its obligations under this Agreement, except to the extent such failure is prejudicial.


 




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(b)          Upon
written request by Indemnitee for indemnification pursuant to Section 10(a), a determination with respect to Indemnitee’s
entitlement thereto shall be made in the specific case (i) if a Change in Control shall have occurred, by Independent Counsel
in a written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee or (ii) if
a Change in Control shall not have occurred, if required by applicable law (A) a majority vote of a quorum consisting of
directors who are not parties to the Proceeding; (B) if such a quorum of directors is not obtainable, by Independent Counsel
in a written opinion; (C) approval by the shareholders in accordance with Section 153 of the CGCL, with the shares owned
by Indemnitee not being entitled to vote thereon; or (D) the court in which the proceeding is or was pending upon application
made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether
or not the application by the agent, attorney or other person is opposed by the Company. If it is determined that Indemnitee
is entitled to indemnification, payment to Indemnitee shall be made within ten days after such determination. Indemnitee shall
cooperate with the person, persons or entity making the determination with respect to Indemnitee’s entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance request any documentation or information that is
not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary
to such determination. Any costs or expenses (including attorneys’ fees and disbursements) reasonably incurred by Indemnitee
in so cooperating with the person, persons or entity making such determination shall be borne by the Company, to the extent permitted
by applicable law.


 


(c)          In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(b),
the Independent Counsel shall be selected as provided in this Section 10(c). If a Change in Control shall not have occurred,
the Independent Counsel shall be selected by the Company’s board of directors, and the Company shall give written notice
to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred,
the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Company’s
board of directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company
advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may
be, may, within ten days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee,
as the case may be, a written objection to such selection; provided, however, that such objection may be asserted
only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel”
as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such
assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection
is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection
is withdrawn or a court has determined that such objection is without merit. If, within 20 days after the later of (i) submission
by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof and (ii) the final disposition
of the Proceeding, the parties have not agreed upon an Independent Counsel, either the Company or Indemnitee may petition a court
of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s
selection of Independent Counsel and for the appointment as Independent Counsel of a person selected by the court or by such other
person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed
shall act as Independent Counsel under Section 10(b) hereof. Upon the due commencement of any judicial proceeding or arbitration
pursuant to Section 12(a) of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility
in such capacity (subject to the applicable standards of professional conduct then prevailing). The Company shall pay the reasonable
fees and expenses of any Independent Counsel.


 




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11.         Presumptions
and Effect of Certain Proceedings.


 


(a)          In
making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination
shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement,
and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption.


 


(b)          The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself
create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or
not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause
to believe that his or her conduct was unlawful.


 


(c)          Neither
the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed
to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


12.         Remedies
of Indemnitee.


 


(a)          Subject
to Section 12(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee
is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8
or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10
of this Agreement within 90 days after the later of the receipt by the Company of the request for indemnification or the final
disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within ten
days after a determination has been made that Indemnitee is entitled to indemnification or (B) with respect to indemnification
pursuant to Sections 4, 5 and 12(d) of this Agreement, within 30 days after receipt by the Company of a written request therefor,
or (v) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or
unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the
benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court
of competent jurisdiction of his or her entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee,
at his or her option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement
of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association.
Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date
on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however,
that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under
Section 4 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award
in arbitration in accordance with this Agreement.


 




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(b)          Neither
(i) the failure of the Company, its board of directors, any committee or subgroup of the board of directors, Independent
Counsel or shareholders to have made a determination that indemnification of Indemnitee is proper in the circumstances because
Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company, its board of directors,
any committee or subgroup of the board of directors, Independent Counsel or shareholders that Indemnitee has not met the applicable
standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. In the
event that a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted
in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of
that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company
shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or
advancement of Expenses, as the case may be.


 


(c)          To
the fullest extent not prohibited by law, the Company shall be precluded from asserting in any judicial proceeding or arbitration
commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable
and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.
If a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification
under applicable law.


 


(d)          To
the extent not prohibited by law, the Company shall indemnify Indemnitee against all Expenses that are incurred by Indemnitee
in connection with any action for indemnification or advancement of Expenses from the Company under this Agreement or under any
directors’ and officers’ liability insurance policies maintained by the Company to the extent Indemnitee is successful
in such action, and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event no later than 60 days,
after receipt by the Company of a written request therefor) advance such Expenses to Indemnitee, subject to the provisions of
Section 8. Such advances shall be subject to Indemnitee’s agreement to repay the sums advanced if the court (or arbitrator)
finds that each material argument or defense advanced by Indemnitee in such action or arbitration was either frivolous or not
made in good faith.


 


(e)          Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement to indemnification shall be required to be made
prior to the final disposition of the Proceeding.


 




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13.         Contribution.
To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to
Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for
Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable
event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding
in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions
giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers,
employees and agents) in connection with such events and transactions.


 


14.         Non-exclusivity.
The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive
of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s articles of incorporation
or bylaws, any agreement, a vote of shareholders or a resolution of directors, or otherwise. To the extent that a change in California
law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded
currently under the Company’s articles of incorporation and bylaws and this Agreement, it is the intent of the parties hereto
that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change, subject to the restrictions expressly
set forth herein or therein. Except as expressly set forth herein, no right or remedy herein conferred is intended to be exclusive
of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise. Except as expressly set forth herein, the assertion
or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of
any other right or remedy.


 


15.         [Reserved]


 


16.         No
Duplication of Payments. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable
hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received
payment for such amounts under any insurance policy, contract, agreement or otherwise.


 


17.         Insurance.
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, trustees,
general partners, managing members, officers, employees, agents or fiduciaries of the Company or any other Enterprise, Indemnitee
shall be covered by such policy or policies to the same extent as the most favorably-insured persons under such policy or policies
in a comparable position.


 


18.         Subrogation.
In the event of any payment under this Agreement, 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 take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 




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19.         Services
to the Company. Indemnitee agrees to serve as a director or officer of the Company or, at the request of the Company, as a
director, trustee, general partner, managing member, officer, employee, agent or fiduciary of another Enterprise, for so long
as Indemnitee is duly elected or appointed or until Indemnitee tenders his or her resignation or is removed from such position.
Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation
imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee
in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or
any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that any employment with the Company (or any of its subsidiaries
or any Enterprise) is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, with or without
notice, except as may be otherwise expressly provided in any executed, written employment contract between Indemnitee and the
Company (or any of its subsidiaries or any Enterprise), any existing formal severance policies adopted by the Company’s
board of directors or, with respect to service as a director or officer of the Company, the Company’s articles of incorporation
or bylaws or the CGCL. No such document shall be subject to any oral modification thereof.


 


20.         Duration.
This Agreement shall continue until and terminate upon the later of (a) ten years after the date that Indemnitee shall have
ceased to serve as a director or officer of the Company or as a director, trustee, general partner, managing member, officer,
employee, agent or fiduciary of any other Enterprise, as applicable; or (b) one year after the final termination of any Proceeding,
including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses
hereunder and of any proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto.


 


21.         Successors.
This Agreement shall be binding upon the Company and its successors and assigns, including any direct or indirect successor by
purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company, and shall inure
to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. The Company shall require and cause any
successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business
or assets of the Company, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform if no such succession had taken place.


 


22.         Severability.
Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in
violation of applicable law. The Company’s inability, pursuant to court order or other applicable law, to perform its obligations
under this Agreement shall not constitute a breach of this Agreement. If any provision or provisions of this Agreement 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 Agreement (including without limitation, each portion of any section of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not
in 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 this Agreement (including,
without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested
thereby.


 




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23.         Enforcement.
The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby
in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is
relying upon this Agreement in serving as a director or officer of the Company.


 


24.         Entire
Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to
the subject matter hereof [, including, without limitation, that certain Indemnification Agreement dated [_____] between the Company
and Indemnitee, which is hereby terminated, superseded and replaced in its entirety by this Agreement]; provided, however,
that this Agreement is a supplement to and in furtherance of the Company’s articles of incorporation and bylaws and applicable
law.


 


25.         Modification
and Waiver. No supplement, modification or amendment to this Agreement shall be binding unless executed in writing by the
parties hereto. No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under this
Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment,
alteration or repeal. No waiver of any of the provisions of this Agreement shall constitute or be deemed a waiver of any other
provision of this Agreement nor shall any waiver constitute a continuing waiver.


 


26.         Notices.
All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, or otherwise delivered by hand, messenger or courier service addressed:


 


(a)          if
to Indemnitee, to Indemnitee’s address, as shown on the signature page of this Agreement or in the Company’s records,
as may be updated in accordance with the provisions hereof; or


 


(b)          if
to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at 1991 Tarob Court,
Milpitas, California 95035, or at such other current address as the Company shall have furnished to Indemnitee, with a copy (which
shall not constitute notice) to Aaron Alter at Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road, Palo Alto,
California 94304.        


 


Each such notice or
other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered
by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service,
freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent
via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle
for the deposit of the United States mail, addressed and mailed as aforesaid.


 


27.         Choice
of Law; Consent to Jurisdiction. This Agreement shall be governed by and its provisions construed in accordance with the laws
of the State of California as applied to contracts between California residents entered into and to be performed entirely within
California. Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts
of the State of California for all purposes in connection with any action or proceeding that arises out of or relates to this
Agreement and agree that any action or proceeding instituted under this Agreement shall be brought only in the state courts of
the State of California.


 




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28.         Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but
all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile
signature and in counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall
constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs
to be produced to evidence the existence of this Agreement.


 


29.         Captions.
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part
of this Agreement or to affect the construction thereof.


 


(signature page follows)




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The parties are signing
this Indemnification Agreement as of the date stated in the introductory sentence.


 


	 	SIERRA MONITOR CORPORATION
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Print Name)
	 	 
	 	 
	 	(Title)
	 	 
	 	INDEMNITEE
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Print Name)
	 	 
	 	 
	 	(Street address)
	 	 
	 	 
	 	(City, State and ZIP)