0000892569-05-001158 Sample Contracts

STOCK OPTION AGREEMENT (Nonqualified Stock Option)
Stock Option Agreement • December 6th, 2005 • Commerce Energy Group Inc • Electric services • California

This Stock Option Agreement (this “Agreement”), is entered into effective as of the Grant Date (as defined in paragraph 1), by and between Commerce Energy Group, Inc., a Delaware corporation (the “Company”), and the employee and officer of the Company listed in paragraph 1 (the “Optionee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • December 6th, 2005 • Commerce Energy Group Inc • Electric services • California

This Employment Agreement (“Agreement”) is entered into and effective as of the 1st day of December, 2005 (“Effective Date”) by and between COMMERCE ENERGY GROUP, INC., a Delaware corporation, on behalf of itself and any and all of its subsidiaries (together, the “Company”), and LAWRENCE CLAYTON, JR. (“Executive”).

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • December 6th, 2005 • Commerce Energy Group Inc • Electric services • California

This Restricted Stock Agreement (this “Agreement”), is entered into effective as of the Grant Date (as defined in paragraph 1), by and between COMMERCE ENERGY GROUP, INC., a Delaware corporation (the “Company”), and LAWRENCE CLAYTON, JR. (“Recipient”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 6th, 2005 • Commerce Energy Group Inc • Electric services • Delaware

This Indemnification Agreement (this “Agreement”) is made and entered into as of December 1, 2005 and is effective as of August 1, 2005, by and between Commerce Energy Group, Inc., a Delaware corporation (the “Corporation”), and Lawrence Clayton, Jr., an individual (“Indemnitee”).

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