0001104659-08-017277 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 13th, 2008 • Commerce Energy Group, Inc. • Electric services • Delaware

This Indemnification Agreement (this “Agreement”) is made and entered into as of March 10, 2008, by and between Commerce Energy Group, Inc., a Delaware corporation (the “Corporation”), and Michael J. Fallquist, an individual (“Indemnitee”).

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COMMERCE ENERGY GROUP, INC. FALLQUIST INCENTIVE PLAN
Stock Option Award Agreement • March 13th, 2008 • Commerce Energy Group, Inc. • Electric services • Delaware

You (the “Participant”) are hereby awarded the following stock option (the “Option”) to purchase Shares of Commerce Energy Group, Inc. (the “Company”), subject to the terms and conditions set forth in this Stock Option Award Agreement (the “Award Agreement”) and in the Commerce Energy Group, Inc. Fallquist Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. A summary of the Plan appears in its Prospectus, which is attached as Exhibit B. You should carefully review these documents, and consult with your personal financial advisor, before exercising this Option.

COMMERCE ENERGY GROUP, INC. FALLQUIST INCENTIVE PLAN
Restricted Share Award Agreement • March 13th, 2008 • Commerce Energy Group, Inc. • Electric services • Delaware

In consideration of, and as a reward for, your past services rendered to the Company and to provide you with an incentive for on-going superior performance (which has a value exceeding the par value of the Restricted Shares awarded pursuant to this Agreement), you are hereby awarded Restricted Shares subject to the terms and conditions set forth in this Restricted Share Award Agreement (“Award Agreement” or “Award”), and in the Commerce Energy Group, Inc. Fallquist Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. A summary of the Plan appears in its Prospectus, which is attached as Exhibit B. You should carefully review these documents, and consult with your personal financial advisor, in order to fully understand the implications of this Award, including your tax alternatives and their consequences.

EMPLOYMENT AGREEMENT
Indemnification Agreement • March 13th, 2008 • Commerce Energy Group, Inc. • Electric services • California

This Employment Agreement (“Agreement”) is entered into and effective as of March 10, 2008 (“Effective Date”), by and between COMMERCE ENERGY GROUP, INC., a Delaware corporation on behalf of itself and any and all subsidiaries (together, the “Company”) and MICHAEL J. FALLQUIST (“Executive”).

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