Exhibit 10.15
ENVIRONMENTAL POWER CORPORATION
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INDEMNIFICATION AGREEMENT
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AGREEMENT made this 12th day of February, 2002, between Environmental
Power Corporation (the "Corporation"), and Xxxxxx Xxxxxx, Xxxxxx Xxxxxxxxxx and
Xxxxxxx X. Xxxxxxx, and their successors (each, an "Indemnified Person", and,
collectively, the "Indemnified Persons") in their capacities as either
fiduciaries or agents of all employee welfare benefit plans of the Corporation,
employee pension benefit plans of the Corporation and benefit plans of the
Corporation (the "Plans") as defined in Section 3(1), Section 3(2) and Section
3(3) of the Employee Retirement Income Security Act of 1974, as follows:
The Corporation shall indemnify the Indemnified Persons against any
loss, liability, cost or other expense, including, but not limited to, the
payment of reasonable attorneys' fees, that may be incurred in the future or may
have been incurred at any time in the past in connection with the Plans, unless
such loss, liability, cost or other expense (whether direct or indirect) arises
or arose from the willful and gross negligence, malfeasance or misfeasance of an
Indemnified Person.
The Corporation shall indemnify the Indemnified Persons against any
loss, liability, cost or other expense, including, but not limited to, the
payment of reasonable attorneys' fees, because of any investment action or other
action taken or omitted by the Indemnified Persons including investment
decisions and governmental filings, taken in their capacities as fiduciaries of
the Plans in accordance with any direction of the Corporation or a plan
participant of the Plans; any investment action taken or omitted by the
Indemnified Persons in such capacities in accordance with any direction of a
participant, former participant or beneficiary with respect to assets of the
Plans subject to such direction; or any investment action taken or omitted by
the Indemnified Persons in such capacities in the absence of
directions from the Corporation or the Administrator of the Plans, or from a
participant, former participant or beneficiary with respect to assets of the
Plans subject to such direction; unless such loss, liability, cost or other
expense arises from the willful and gross negligence, malfeasance or misfeasance
by the Indemnified Persons.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed effective as of the day and year first above written.
ENVIRONMENTAL POWER CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Chief Executive
Officer
ATTEST:
Xxxxxxx X. Xxxxxxx
