Jeffxxx X. We also agree that during the Term (as defined in the Employment Agreement) of the Employment Agreement and thereafter, the Corporation shall continue to provide you with no less favorable director and officer indemnification and insurance coverage than such coverage in effect from time to time for the directors and officers of the Corporation, subject to the availability of such insurance at a reasonable cost to the Corporation, and provided further that such director and officer insurance need not be provided for a period longer than 6 years following your Date of Termination (also as defined in your Employment Agreement). Sincerely,
Jeffxxx X. Xxxx xxx Michxxx X. Xxxx xxxther declare under penalty of perjury under the laws of the State of Delaware that each has read the foregoing certificate and knows the contents thereof and that the same is true of their own knowledge. Executed in San Jose, California on February ___, 1997. ___________________________________ Jeffxxx X. Xxxx, Xxesident and Chief Executive Officer
Jeffxxx X. Xxxxx xx the legal and beneficial holder of the Smitx Xxxurities as set forth on Schedule A hereto next to his name. Jeffxxx X. Xxxxx xxx neither previously sold, assigned, conveyed, transferred or otherwise disposed of, in whole or in part, his securities constituting all or a portion of the Smitx Xxxurities, nor, as of the date hereof, has entered into any agreement to sell, assign, convey, transfer or otherwise dispose of, in whole or in part, such securities.
Jeffxxx X. Xxxxxxx xxx named a director of the Company as of the date of confirmation of the Plan and continues to serve in that capacity.
Jeffxxx X. Xxxxxxx xxx Edwaxx Xxxxxxxxx xxxll be designated as management's designees in the Surviving Trust's proxy material for its annual meeting of shareholders held in 1997 to serve as trustees of the Surviving Trust with terms expiring at the annual meeting of shareholders of the Surviving Trust held in 2000.
Jeffxxx X. Xxxxxxxx xx the Selling Stockholder's attorney-in-fact (in such capacity, the "ATTORNEY-IN-FACT"), to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus, has been duly authorized, executed and delivered by the Selling Stockholder and is a valid and binding agreement of the Selling Stockholder, enforceable against him in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. The Selling Stockholder agrees that the Shares to be sold by the Selling Stockholder on deposit with the Custodian are subject to the interests of the Underwriters, that the arrangements made for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminated, except as provided in this Agreement or in the Custody Agreement and Power of Attorney, by any act of the Selling Stockholder, by operation of law, by death or incapacity of such Selling Stockholder or by the occurrence of any other event. If the Selling Stockholder should die or become incapacitated, or if any other event should occur, before the delivery of the Shares to be sold by the Selling Stockholder hereunder, the documents evidencing the Shares to be sold by the Selling Stockholder then on deposit with the Custodian shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether or not the Custodian shall have received notice thereof.
Jeffxxx X. Xxxxxx xxxll be elected to the Board;
Jeffxxx X. Xxxxxxxx xx the Selling Stockholders' attorney-in-fact (in such capacity, the "ATTORNEY-IN-FACT"), to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus, has been duly and validly authorized, executed and delivered by each Selling Stockholder and is a valid and binding agreement of each Selling Stockholder, enforceable against it in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. Each Selling Stockholder agrees that the Shares to be sold by each Selling Stockholder on deposit with the Custodian are subject to the interests of the Underwriters, that the arrangements made for such custody are to that extent irrevocable, and that the obligations of each Selling Stockholder hereunder shall not be terminated, except as provided in this Agreement or in the Custody Agreement and Power of Attorney, by any act of the Selling Stockholder, by operation of law, by death or incapacity of such Selling Stockholder or by the occurrence of any other event. If a Selling Stockholder
