Exhibit 10.1
INDEMNIFICATION AGREEMENT dated as of __________________________, 2005 between
Adept Technology, Inc.
(the "Company"), and _______________________________ ("Indemnitee")
WHEREAS, the Board of Directors has determined that the
inability to attract and retain qualified persons as directors and officers is
detrimental to the best interests of the Company's stockholders and that the
Company should act to assure such persons that there will be adequate certainty
of protection through insurance and indemnification against risks of claims and
actions against them arising out of their service to and activities on behalf of
the Company; and
WHEREAS, the Company has adopted provisions in its By-laws
providing for indemnification of its officers and directors to the fullest
extent permitted by applicable law, and the Company wishes to clarify and
enhance the rights and obligations of the Company and Indemnitee with respect to
indemnification; and
WHEREAS, in order to induce and encourage highly experienced
and capable persons such as Indemnitee to serve and continue to serve as
directors and officers of the Company and in any other capacity with respect to
the Company, and to otherwise promote the desirable end that such persons will
resist what they consider unjustified lawsuits and claims made against them in
connection with the good faith performance of their duties to the Company, with
the knowledge that certain costs, judgments, penalties, fines, liabilities and
expenses incurred by them in their defense of such litigation are to be borne by
the Company and they will receive the maximum protection against such risks and
liabilities as may be afforded by law, the Board of Directors of the Company has
determined that the following Agreement is reasonable and prudent to promote and
ensure the best interests of the Company and its stockholders; and
WHEREAS, the Company desires to have Indemnitee continue to
serve as a director or officer of the Company and in such other capacity with
respect to the Company as the Company may request, as the case may be, free from
undue concern for unpredictable, inappropriate or unreasonable legal risks and
personal liabilities by reason of Indemnitee acting in good faith in the
performance of Indemnitee's duty to the Company; and Indemnitee desires to
continue so to serve the Company, provided, and on the express condition, that
he or she is furnished with the indemnity set forth hereinafter;
Now, therefore, in consideration of Indemnitee's continued
service as a director or officer of the Company, the parties hereto agree as
follows:
1. Service by Indemnitee. Indemnitee will serve and/or
continue to serve as a director or officer of the Company faithfully and to the
best of Indemnitee's ability so long as Indemnitee is duly elected or appointed
and until such time as Indemnitee is removed as permitted by law or tenders a
resignation in writing. This Agreement shall not impose any obligation on the
Company to continue Indemnitee's service to the Company beyond any period
otherwise required by law or by other agreements of the parties, if any.
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2. Indemnification. The Company shall indemnify Indemnitee to
the fullest extent permitted by the Delaware General Corporation law in effect
on the date hereof or as such law may from time to time be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Company to provide broader indemnification rights than said law permitted the
Company to provide prior to such amendment). Without diminishing the scope of
the indemnification provided by this Section, the rights of indemnification of
Indemnitee provided hereunder shall include but shall not be limited to those
rights hereinafter set forth, except that no indemnification shall be paid to
Indemnitee:
(a) to the extent expressly prohibited by Delaware law or the By-laws
of the Company;
(b) for which payment is actually made to Indemnitee under a valid and
collectible insurance policy or under a valid and enforceable indemnity
clause, by-law or agreement of the Company or any other company or
organization on whose board Indemnitee serves at the request of the
Company, except in respect of any indemnity exceeding the payment under
such insurance, clause, by-law or agreement;
(c) in connection with an action, suit or proceeding, or part thereof
(including claims and counterclaims) initiated by Indemnitee, except a
judicial proceeding or arbitration pursuant to Section 10 to enforce
rights under this Agreement, unless the action, suit or proceeding (or
part thereof) was authorized by the Board of Directors of the Company;
(d) with respect to any action, suit or proceeding brought by or on
behalf of the Company against Indemnitee that is authorized by the
Board of Directors of the Company, except as provided in Sections 4, 5
and 6 below.
3. Action or Proceedings Other than an Action by or in the
Right of the Company. Except as limited by Section 2 above, Indemnitee shall be
entitled to the indemnification rights provided in this Section if Indemnitee is
a party or is threatened to be made a party to any Proceeding (other than an
action by or in the name of the Company) by reason of the fact that Indemnitee
is or was a director, officer, employee or agent of the Company, or is or was
serving at the request of the Company as a director, officer, employee or agent
or fiduciary of any other entity (including, but not limited to, another
corporation, partnership, joint venture or trust); or by reason of anything done
or not done by Indemnitee in any such capacity. Pursuant to this Section,
Indemnitee shall be indemnified against all costs, judgments, penalties, fines,
liabilities, amounts paid in settlement by or on behalf of Indemnitee, and
Expenses (defined below) actually and reasonably incurred by Indemnitee in
connection with such Proceeding, if Indemnitee acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, and with respect to any criminal Proceeding, had no reasonable
cause to believe his or her conduct was unlawful.
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4. Indemnity in Proceedings by or in the Name of the Company.
Except as limited by Section 2 above, Indemnitee shall be entitled to the
indemnification rights provided in this Section if Indemnitee was or is a party
or is threatened to be made a party to any Proceeding brought by or in the name
of the Company to procure a judgment in its favor by reason of the fact that
Indemnitee is or was a director, officer, employee or agent or fiduciary of the
Company, or by reason of anything done or not done by Indemnitee in any such
capacity. Pursuant to this Section, Indemnitee shall be indemnified against all
costs, judgments, penalties, fines, liabilities, amounts paid in settlement by
or on behalf of Indemnitee, and Expenses actually and reasonably incurred by
Indemnitee in connection with such Proceeding if Indemnitee acted in good faith
and in a manner Indemnitee reasonably believed to be in or not opposed to the
best interests of the Company; provided, however, that no such indemnification
shall be made in respect of any claim, issue, or matter as to which Delaware law
expressly prohibits such indemnification by reason of any adjudication of
liability of Indemnitee to the Company, unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, Indemnitee is
entitled to indemnification for such costs, judgments, penalties, fines,
liabilities and Expenses as such court shall deem proper.
5. Indemnification for Costs, Charges and Expenses of
Successful Party. Notwithstanding the limitations of Section 2(d), 3 and 4
above, to the extent that Indemnitee has been successful, on the merits or
otherwise, in whole or in part, in defense of any action, suit or proceeding
(including an action, suit or proceeding brought by or on behalf of the Company)
or in defense of any claim, issue or matter therein, including, without
limitation, the dismissal of any action without prejudice, or if it is
ultimately determined that Indemnitee is otherwise entitled to be indemnified
against Expenses, Indemnitee shall be indemnified against all Expenses actually
and reasonably incurred in connection therewith.
6. Partial Indemnification. If Indemnitee is entitled under
any provision of this Agreement to indemnification by the Company for some or a
portion of the costs, judgments, penalties, fines, liabilities or Expenses
actually and reasonably incurred in connection with any action, suit or
proceeding (including an action, suit or proceeding brought by or on behalf of
the Company), but not, however, for all of the total amount thereof, the Company
shall nevertheless indemnify Indemnitee for the portion of such costs,
judgments, penalties, fines, liabilities and Expenses actually and reasonably
incurred to which Indemnitee is entitled.
7. Indemnification for Expenses of a Witness. Notwithstanding
any other provision of this Agreement, to the maximum extent permitted by
applicable law, Indemnitee shall be entitled to indemnification against all
Expenses actually and reasonably incurred or suffered by Indemnitee or on
Indemnitee's behalf if Indemnitee appears as a witness or otherwise incurs legal
expenses as a result of or related to Indemnitee's service as a director or
officer of the Company, in any threatened, pending or completed legal,
administrative, investigative or other proceeding or matter to which Indemnitee
neither is, nor is threatened to be made, a party.
8. Determination of Entitlement to Indemnification. Upon
written request by Indemnitee for indemnification pursuant to Sections 3, 4, 5,
6 or 7 the entitlement of Indemnitee to indemnification, to the extent not
provided pursuant to the terms of this Agreement, shall be determined by the
following person or persons who shall be empowered to make such determination:
(a) the Board of Directors of the Company by a majority vote of Disinterested
Directors (defined below), whether or not such majority constitutes a quorum;
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(b) a committee of Disinterested Directors designated by a majority vote of such
directors, whether or not such majority constitutes a quorum; (c) if there are
no Disinterested Directors, or if the Disinterested Directors so direct, by
Independent Counsel (defined below) in a written opinion to the Board of
Directors, a copy of which shall be delivered to Indemnitee; or (d) the
stockholders of the Company. Such Independent Counsel shall be selected by the
Board of Directors and approved by Indemnitee. Notwithstanding the foregoing, if
a Change in Control has occurred since the date of this Agreement and the
Indemnitee specifically requests in Indemnitee's written request for
indemnification pursuant to Sections 3, 4, 5, 6 or 7, that such determination
not be made by the parties identified in (a) or (b) above, such determination
shall be made by the party(ies) empowered to make such determination as
identified in (c) or (d). Upon failure of the Board so to select such
Independent Counsel or upon failure of Indemnitee so to approve, such
Independent Counsel shall be selected upon application to a court of competent
jurisdiction. Such determination of entitlement to indemnification shall be made
not later than 30 calendar days after receipt by the Company of a written
request for indemnification. Such request shall include documentation or
information which is necessary for such determination and which is reasonably
available to Indemnitee. Any Expenses incurred by Indemnitee in connection with
a request for indemnification or payment of Expenses hereunder, under any other
agreement, any provision of the Company's By-laws or any directors' and
officers' liability insurance, shall be borne by the Company. The Company hereby
indemnifies Indemnitee for any such Expense and agrees to hold Indemnitee
harmless therefrom irrespective of the outcome of the determination of
Indemnitee's entitlement to indemnification. If the person making such
determination shall determine that Indemnitee is entitled to indemnification as
to part (but not all) of the application for indemnification, such person shall
reasonably prorate such partial indemnification among the claims, issues or
matters at issue at the time of the determination.
9. Presumptions and Effect of Certain Proceedings. The
Secretary of the Company shall, promptly upon receipt of Indemnitee's request
for indemnification, advise in writing the Board of Directors or such other
person or persons empowered to make the determination as provided in Section 8
that Indemnitee has made such request for indemnification. Upon making such
request for indemnification, Indemnitee shall be presumed to be entitled to
indemnification hereunder and the Company shall have the burden of proof in
making any determination contrary to such presumption. If the person or persons
so empowered to make such determination shall have failed to make the requested
determination with respect to indemnification within 30 calendar days after
receipt by the Company of such request, a requisite determination of entitlement
to indemnification shall be deemed to have been made and Indemnitee shall be
absolutely entitled to such indemnification, absent actual and material fraud in
the request for indemnification. The termination of any Proceeding described in
Sections 3 or 4 by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself: (a) create a
presumption that Indemnitee did not act in good faith and in a manner which
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company, or, with respect to any criminal Proceeding, that Indemnitee had
reasonable cause to believe that Indemnitee's conduct was unlawful; or (b)
otherwise adversely affect the rights of Indemnitee to indemnification except as
may be provided herein.
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10. Remedies of Indemnitee in Cases of Determination not to
Indemnify or to Pay Expenses. In the event that a determination is made that
Indemnitee is not entitled to indemnification hereunder or if payment has not
been timely made following a determination of entitlement to indemnification
pursuant to Sections 8 and 9, or if Expenses are not paid pursuant to Section
15, Indemnitee shall be entitled to final adjudication in a court of competent
jurisdiction of entitlement to such indemnification or payment. Alternatively,
Indemnitee at Indemnitee's option may seek an award in an arbitration to be
conducted by a single arbitrator pursuant to the rules of the American
Arbitration Association, such award to be made within sixty days following the
filing of the demand for arbitration. The Company shall not oppose Indemnitee's
right to seek any such adjudication or award in arbitration or any other claim.
The determination in any such judicial proceeding or arbitration shall be made
de novo on the merits and Indemnitee shall not be prejudiced by reason of a
determination (if so made) pursuant to Sections 8 or 9 that Indemnitee is not
entitled to indemnification. If a determination is made or deemed to have been
made pursuant to the terms of Section 8 or 9 that Indemnitee is entitled to
indemnification, the Company shall be bound by such determination and is
precluded from asserting that such determination has not been made or that the
procedure by which such determination was made is not valid, binding and
enforceable. The Company further agrees to stipulate in any such court or before
any such arbitrator that the Company is bound by all the provisions of this
Agreement and is precluded from making any assertions to the contrary. If the
court or arbitrator shall determine that Indemnitee is entitled to any
indemnification or payment of Expenses hereunder, the Company shall pay all
Expenses actually and reasonably incurred by Indemnitee in connection with such
adjudication or award in arbitration (including, but not limited to, any
appellate Proceedings).
11. Other Rights to Indemnification. Indemnification and
payment of Expenses provided by this Agreement shall not be deemed exclusive of
any other rights to which Indemnitee may now or in the future be entitled under
any provision of the By-laws or other organizational documents of the Company,
vote of stockholders or Disinterested Directors, provision of law, agreement or
otherwise.
12. Expenses to Enforce Agreement. In the event that
Indemnitee is subject to or intervenes in any Proceeding in which the validity
or enforceability of this Agreement is at issue or seeks an adjudication or
award in arbitration to enforce Indemnitee's rights under, or to recover damages
for breach of, this Agreement, Indemnitee, if Indemnitee prevails in whole or in
part in such action, shall be entitled to recover from the Company and shall be
indemnified by the Company against any actual Expenses incurred by Indemnitee.
13. Continuation of Indemnity. All agreements and obligations
of the Company contained herein shall continue during the period Indemnitee is a
director, officer, employee or agent of the Company or is serving at the request
of the Company as a director, officer, employee or agent or fiduciary of any
other entity (including, but not limited to, another corporation, partnership,
joint venture or trust) of the Company and shall continue thereafter with
respect to any possible claims based on the fact that Indemnitee was a director,
officer employee or agent of the Company or was serving at the request of the
Company as a director, officer, employee or agent or fiduciary of any other
entity (including, but not limited to, another corporation, partnership, joint
venture or trust). This Agreement shall be binding upon all successors and
assigns of the Company (including any transferee of all or substantially all of
its assets and any successor by merger or operation of law) and shall inure to
the benefit of the heirs, personal representatives and estate of Indemnitee.
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14. Notification and Defense of Claim. Promptly after receipt
by Indemnitee of notice of any Proceeding, Indemnitee will, if a claim in
respect thereof is to be made against the Company under this Agreement, notify
the Company in writing of the commencement thereof; but the omission so to
notify the Company will not relieve it from any liability that it may have to
Indemnitee. Notwithstanding any other provision of this Agreement, with respect
to any such Proceeding of which Indemnitee notifies the Company:
(a) The Company shall be entitled to participate therein at its own
expense; and
(b) Except as otherwise provided in this Section 14(b), to the extent
that it may wish, the Company, jointly with any other indemnifying
party similarly notified, shall be entitled to assume the defense
thereof, with counsel satisfactory to Indemnitee. After notice from the
Company to Indemnitee of its election so to assume the defense thereof,
the Company shall not be liable to Indemnitee under this Agreement for
any expenses of counsel subsequently incurred by Indemnitee in
connection with the defense thereof except as otherwise provided below.
Indemnitee shall have the right to employ Indemnitee's own counsel in
such Proceeding, but the fees and expenses of such counsel incurred
after notice from the Company of its assumption of the defense thereof
shall be at the expense of Indemnitee unless (i) the employment of
counsel by Indemnitee has been authorized by the Company, (ii)
Indemnitee shall have reasonably concluded that there may be a conflict
of interest between the Company and Indemnitee in the conduct of the
defense of such action or (iii) the Company shall not within 60
calendar days of receipt of notice from Indemnitee in fact have
employed counsel to assume the defense of the action, in each of which
cases the fees and expenses of Indemnitee's counsel shall be at the
expense of the Company. The Company shall not be entitled to assume the
defense of any Proceeding brought by or on behalf of the Company or as
to which Indemnitee shall have made the conclusion provided for in (ii)
above; and
(c) If the Company has assumed the defense of a Proceeding, the Company
shall not be liable to indemnify Indemnitee under this Agreement for
any amounts paid in settlement of any Proceeding effected without the
Company's written consent. The Company shall not settle any Proceeding
in any manner that would impose any penalty or limitation on or
disclosure obligation with respect to Indemnitee without Indemnitee's
written consent. Neither the Company nor Indemnitee will unreasonably
withhold its consent to any proposed settlement.
15. Payment of Expenses. All Expenses incurred by Indemnitee
in advance of the final disposition of any Proceeding shall be paid by the
Company at the request of Indemnitee, each such payment to be made within twenty
calendar days after the receipt by the Company of a statement or statements from
Indemnitee requesting such payment or payments from time to time. Indemnitee's
entitlement to such Expenses shall include those incurred in connection with any
Proceeding by Indemnitee seeking a judgment in court or an adjudication or award
in arbitration pursuant to this Agreement (including the enforcement of this
provision). Such statement or statements shall reasonably evidence the expenses
and costs incurred by Indemnitee in connection therewith and shall include or be
accompanied by an undertaking, in substantially the form attached as Exhibit 1,
by or on behalf of Indemnitee to reimburse such amount if it is finally
determined, after all appeals by a court of competent jurisdiction that
Indemnitee is not entitled to be indemnified against such Expenses by the
Company as provided by this Agreement or otherwise. Indemnitee's undertaking to
reimburse any such amounts is not required to be secured.
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16. Separability; Prior Indemnification Agreements. If any
provision or provisions of this Agreement shall be held to be invalid, illegal
or unenforceable for any reason whatsoever (a) the validity, legality and
enforceability of the remaining provisions of this Agreement (including without
limitation, all portions of any paragraphs of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that are not by
themselves invalid, illegal or unenforceable) shall not in any way be affected
or impaired thereby, and (b) to the fullest extent possible, the provisions of
this Agreement (including, without limitation, all portions of any paragraph of
this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
be construed so as to give effect to the intent of the parties that the Company
provide protection to Indemnitee to the fullest enforceable extent. This
Agreement shall supersede and replace any prior indemnification agreements
entered into by and between the Company and Indemnitee and any such prior
agreements shall be terminated upon execution of this Agreement.
17. Headings; References; Pronouns. The headings of the
sections of this Agreement are inserted for convenience only and shall not be
deemed to constitute part of this Agreement or to affect the construction
thereof. References herein to section numbers are to sections of this Agreement.
All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural as appropriate.
18. Definitions. For purposes of this Agreement:
(a) "Change in Control" means an occurrence, after the date of this
Agreement, of a change in control of the Company of a nature that would
be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A (or in response to any similar item on any similar
schedule or form) promulgated under the Securities Exchange Act of 1934
(the "Act"), whether or not the Company is then subject to such
reporting requirement; provided, however, that, without limitation,
such a Change in Control also shall be deemed to have occurred if: (a)
any "Person" (as such term is used in Section 13(d) of the Act), other
than a trustee or other fiduciary holding Company securities under an
employee benefit plan of the Company acting in such capacity or 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, is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Act) other than a Person holding securities of
the Company representing 20% or more of the combined voting power of
the Company's securities on the date of this Agreement, directly or
indirectly, of securities of the Company representing 20% or more of
the combined voting power of the Company's then outstanding securities
without the prior approval of at least two-thirds of the members of the
Board of Directors in office immediately prior to such person attaining
such percentage interest; (b) the Company is a party to a merger,
consolidation, sale of assets or other reorganization, or a proxy
contest, as a consequence of which members of the Board of Directors in
office immediately prior to such transaction or event constitute less
than a majority of the Board of Directors thereafter; or (c) during any
period of two consecutive calendar years, individuals who at the
beginning of such period constituted the Board of Directors (including
for this purpose any new director whose election or nomination for
election by the Company's stockholders was approved by a vote of at
least two-thirds of the directors then still in office who were
directors at the beginning of such period or were so approved
themselves) cease for any reason to constitute at least a majority of
the Board of Directors.
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(b) "Disinterested Director" means a director of the Company who is not
or was not a party to the Proceeding in respect of which
indemnification is being sought by Indemnitee.
(c) "Expenses" includes, without limitation, expenses incurred in
connection with the defense or settlement of any and all
investigations, judicial or administrative proceedings or appeals,
attorneys' fees, witness fees and expenses, fees and expenses of
accountants and other advisors, retainers and disbursements and
advances thereon, the premium, security for, and other costs relating
to any bond (including cost bonds, appraisal bonds or their
equivalents), and any expenses of establishing a right to
indemnification under Sections 8, 10 and 12 above but shall not include
the amount of judgments, fines or penalties actually levied against
Indemnitee.
(d) "Independent Counsel" means a law firm or a member of a law firm
that neither is presently nor in the past five years has been retained
to represent: (i) the Company or Indemnitee in any matter material to
either such party, or (ii) any other party to the Proceeding giving
rise to a claim for indemnification hereunder. Notwithstanding the
foregoing, the term "Independent Counsel" shall not include any person
who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either
the Company or Indemnitee in an action to determine Indemnitee's right
to indemnification under this Agreement.
(e) "Proceeding" includes any threatened, pending or completed
investigation, action, suit or other proceeding, whether brought in the
name of the Company or otherwise, against Indemnitee, for which
indemnification is not prohibited under Sections 2(a)-(c) above and
whether of a civil, criminal, administrative or investigative nature,
including, but not limited to, actions, suits or proceedings in which
Indemnitee may be or may have been involved as a party or otherwise, by
reason of the fact that Indemnitee is or was a director, officer,
employee or agent of the Company, or is or was serving, at the request
of the Company, as a director, officer, employee or agent or fiduciary
of any other entity, including, but not limited to, another
corporation, partnership, joint venture or trust, or by reason of
anything done or not done by Indemnitee in any such capacity, whether
or not Indemnitee is serving in such capacity at the time any liability
or expense is incurred for which indemnification or reimbursement can
be provided under this Agreement.
19. Other Provisions.
(a) This Agreement shall be interpreted and enforced in accordance with
the laws of Delaware.
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(b) This Agreement may be executed in one or more counterparts, each of
which shall for all purposes be deemed to be an original but all of
which together shall constitute one and the same Agreement. Only one
such counterpart signed by the party against whom enforceability is
sought needs to be produced as evidence of the existence of this
Agreement.
(c) This agreement shall not be deemed an employment contract between
the Company and any Indemnitee who is an officer of the Company, and,
if Indemnitee is an officer of the Company, Indemnitee specifically
acknowledges that Indemnitee may be discharged at any time for any
reason, with or without cause, and with or without severance
compensation, except as may be otherwise provided in a separate written
contract between Indemnitee and the Company.
(d) Upon a payment to Indemnitee under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights
of Indemnitee to recover against any person for such liability, and
Indemnitee shall execute all documents and instruments required and
shall take such other actions as may be necessary to secure such
rights, including the execution of such documents as may be necessary
for the Company to bring suit to enforce such rights.
(e) No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both parties hereto. No waiver of
any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions hereof (whether or not
similar) nor shall such waiver constitute a continuing waiver.
(f) All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given if: (a)
actually received; or (b) mailed by certified or registered mail,
postage prepaid, on the third business day after the date on which it
is so mailed. Notices, requests and demands pursuant to this Agreement
shall be provided to: the Company (attention: General Counsel and Chief
Financial Officer) at its principal executive offices; with a copy to
Xxxxxx, Xxxx & Xxxxxxxx LLP, Xxx Xxxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxxxxxxx, XX 00000.
(g) This Agreement shall be deemed to be the product of all of the
parties hereto, and no ambiguity shall be construed in favor of or
against any one of the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on and as of the day and year first above written.
ADEPT TECHNOLOGY, INC.
By
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Indemnitee
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EXHIBIT 1
UNDERTAKING TO REPAY INDEMNIFICATION EXPENSES
I ___________________________________________________, agree to
reimburse Adept Technology, Inc. (the "Company") for all expenses paid to me by
the Company for my defense in any civil or criminal action, suit, or proceeding,
in the event, and to the extent that it shall ultimately be determined that I am
not entitled to be indemnified by the Company for such expenses.
Signature _____________________________
Typed Name __________________________
Date _______________________________
Office _______________________________
__________________ ) ss:
Before me ______________________, on this day personally appeared
___________________, known to me to be the person whose name is subscribed to
the foregoing instrument, and who, after being duly sworn, stated that the
contents of said instrument is to the best of his/her knowledge and belief true
and correct and who acknowledged that he/she executed the same for the purpose
and consideration therein expressed.
GIVEN under my hand and official seal at ________, this _______ day
of ___________, 200__.
________________________________
Notary Public
My commission expires:
