Item 1.01 - Entry into a Material Definitive Agreement.
On February 27, 2009, Powell Industries, Inc. (the "Company") entered into an indemnification agreement with each member of its Board of Directors and each of its named executive officers as set forth in its most recent proxy statement (the "Named Executive Officers"). These agreements provide, among other things, that the Company will indemnify each Director and Named Executive Officer (each, an "Indemnitee") in the event that the Indemnitee becomes a party or otherwise a participant in any action or proceeding on account of the Indemnitee's service as a Director of the Company (or service for another corporation or entity in any capacity at the request of the Company) to the fullest extent permitted by applicable law. Under the indemnification agreement, the Company will pay, in advance of the final disposition of any such action or proceeding, expenses (including attorneys' fees) incurred by the Indemnitee in defending or otherwise responding to such action or proceeding upon receipt of a written undertaking from the Indemnitee to repay the amount advanced consistent with applicable law in the event that a court shall ultimately determine that he or she is not entitled to be indemnified for such expenses. The advancement of such expenses shall not be required if it is determined by certain governmental authorities that such advancement is a personal loan in contravention of the Sarbanes-Oxley Act. The contractual rights to indemnification provided by the indemnification agreements are subject to the limitations and conditions specified in the agreements, and are in addition to any other rights each Indemnitee may have under the Company's Certificate of Incorporation and By-Laws, each as amended from time to time, and applicable law.
The foregoing summary of the indemnification agreements is qualified in its entirety by reference to the form of indemnification agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Item 9.01(d) - Exhibits.

Exhibit Number Description 10.1 Form of Indemnification Agreement for Directors and Named Executive Officers.

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