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EXHIBIT 10.11
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT is made effective as of the ___ day of _______,
2000, by and between Luminent, Inc., a Delaware corporation (the "Company") and
_______________ ("Indemnitee").
WHEREAS, it is essential to the Company to retain and attract as directors and
executive officers the most capable persons available;
WHEREAS, Indemnitee has recently become, or continues to serve as a(n)
_____________ of the Company;
WHEREAS, the Bylaws and the Certificate of Incorporation of the Company require
the Company to indemnify its directors and officers to the fullest extent
permitted by law and Indemnitee is serving as a director or executive officer of
the Company, in part, in reliance of such Bylaws and Certificate of
Incorporation; and
WHEREAS, in recognition of Indemnitee's need for substantial protection against
personal liability, to maintain Indemnitee's continued service to the Company in
an effective manner in reliance on the aforesaid Bylaws and Certificate of
Incorporation, in part, to provide Indemnitee with specific contractual
assurance that the protection promised by such Bylaws and Certificate of
Incorporation will be available to Indemnitee (regardless of, among other
things, any amendment to or revocation of such Bylaws and Certificate of
Incorporation or any change in the composition of the Company's Board of
Directors or any acquisition transaction relating to the Company), the Company
desires to provide in this Agreement for the indemnification of and the advance
of expenses to Indemnitee to the fullest extent (whether partial or complete)
permitted by law, as set forth in this Agreement and, to the extent officers'
and directors' liability insurance is maintained by the Company, to provide for
continued coverage of Indemnitee under the Company's officers' and directors'
liability insurance policies.
NOW, THEREFORE, in consideration of the covenants contained herein and of
Indemnitee's continuing service to the Company directly, or at its request,
other enterprises, and intending to be legally bound thereby, the parties hereto
agree as follows:
1. CERTAIN DEFINITIONS
(a) Acquiring Person: shall mean any Person other than: (i) the
Company; (ii) any of the Company's Subsidiaries; (iii) any employee benefit plan
of the Company or of a Subsidiary of the Company or of a corporation owned
directly or indirectly by the stockholders of the Company in substantially the
same proportions as their ownership of stock of the Company; or (iv) any trustee
or other fiduciary holding securities under an employee benefit plan of the
Company or of a Subsidiary of the Company or of a corporation owned directly or
indirectly by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company or (v) MRV
Communications, Inc.
