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INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT is made and entered into as of the
__th day of February, 1998 (the "Agreement"), by and between Network Solutions,
Inc., a Delaware corporation (the "Company"), and _________________________ (the
"Indemnitee"), with reference to the following facts:
A. The Company desires the benefits of having Indemnitee
serve as an officer and/or director secure in the knowledge that any expenses,
liability and/or losses incurred by him in his good faith service to the Company
will be borne by the Company or its successors and assigns;
B. Indemnitee is willing to serve in his position with the
Company only on the condition that he be indemnified for such expenses,
liability and/or losses;
C. The Company and Indemnitee recognize the increasing
difficulty in obtaining liability insurance for directors, officers and agents
of a corporation at reasonable cost; and
D. The Company and Indemnitee recognize that there has been
an increase in litigation against corporate directors, officers and agents.
NOW, THEREFORE, the parties hereby agree as follows:
1. Definitions. For purposes of this Agreement:
1.1 "Agent" shall mean any person who (a) is or
was a director, officer, employee or agent of the Company or a
subsidiary of the Company whether serving in such capacity or as a
director, officer, employee, agent, fiduciary or other official of
another corporation, joint venture, trust or other enterprise at
the request of, for the convenience of, or to represent the
interests of the Company or a subsidiary of the Company or (b) was
a director, officer, employee or agent of Network Solutions
Incorporated, a District of Columbia corporation and the
predecessor by merger to the Company (the "Predecessor
Corporation"), whether serving in such capacity or as a director,
officer, employee, agent, fiduciary or other official of another
corporation, joint venture, trust or other enterprise at the
request of, for the convenience of, or to represent the interests
of such Predecessor Corporation.
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1.2 "Change of Control" shall mean the
occurrence of any of the following events after the date of this
Agreement:
(a) A change in the composition of the board
of directors of the Company (the "Board"), as a result
of which fewer than two-thirds of the incumbent
directors are directors who either (a) had been
directors of the Company 24 months prior to such change
or (b) were elected, or nominated for election, to the
Board with the affirmative votes of at least a majority
of the directors who had been directors of the Company
24 months prior to such change and who were still in
office at the time of the election or nomination; or
(b) Any "person" (as such term is used in
sections 13(d) and 14(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), as amended) through the
acquisition or aggregation of securities is or becomes
the beneficial owner, directly or indirectly, of
securities of the Company representing 20 percent or
more of the combined voting power of the Company's then
outstanding securities ordinarily (and apart from rights
accruing under special circumstances) having the right
to vote at elections of directors (the "Capital Stock");
provided, however, that any change in ownership of the
Company's securities by any person resulting solely from
a reduction in the aggregate number of outstanding
shares of Capital Stock, and any decrease thereafter in
such person's ownership of securities, shall be
disregarded until such person increases in any manner,
directly or indirectly, such person's beneficial
ownership of any securities of the Company.
1.3 "Disinterested Director" shall mean a
director of the Company who is not and was not a party to the
Proceeding in respect of which indemnification is being sought by
Indemnitee.
1.4 "Expenses" shall be broadly construed and
shall include, without limitation, (a) all direct and indirect costs
incurred, paid or accrued, (b) all attorneys' fees, retainers, court
costs, transcripts, fees of experts, witness fees, travel expenses,
food and lodging expenses while traveling, duplicating costs,
printing and binding costs, telephone charges, postage, delivery
service, freight or other transportation fees and expenses, (c) all
other disbursements and out-of-pocket expenses, (d) amounts paid in
settlement, to the extent not prohibited by Delaware Law, and (e)
reasonable compensation for time spent by Indemnitee for which he
is otherwise not compensated by the Company or any third party,
actually and reasonably incurred in connection with or arising out
of a Proceeding, including a Proceeding by Indemnitee to establish
or enforce a right to indemnification under this Agreement,
applicable law or otherwise.
1.5 "Independent Counsel" shall mean 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:
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(a) the Company, an affiliate of the Company or Indemnitee in any
matter material to either party or (b) 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.
1.6 "Liabilities" shall mean liabilities of any
type whatsoever, including, but not limited to, judgments or fines,
ERISA or other excise taxes and penalties, and amounts paid in
settlement (including all interest, assessments or other charges
paid or payable in connection with any of the foregoing) actually
and reasonably incurred by Indemnitee in connection with a
Proceeding.
1.7 "Delaware Law" means the Delaware General
Corporation Law, as amended and in effect from time to time or any
successor or other statutes of Delaware having similar import and
effect.
1.8 "Proceeding" shall mean any pending,
threatened or completed action, hearing, suit or any other
proceeding, whether civil, criminal, arbitrative, administrative,
investigative or any alternative dispute resolution mechanism,
including without limitation any such Proceeding brought by or in
the right of the Company.
2. Employment Rights and Duties. Subject to any other
obligations imposed on either of the parties by contract or by law, and with the
understanding that this Agreement is not intended to confer employment rights on
either party which they did not possess on the date of its execution, Indemnitee
agrees to serve as a director or officer so long as he is duly appointed or
elected and qualified in accordance with the applicable provisions of the
Certificate of Incorporation (the "Certificate") and Bylaws (the "Bylaws") of
the Company or any subsidiary of the Company and until such time as he resigns
or fails to stand for election or until his employment terminates. Indemnitee
may from time to time also perform other services at the request, or for the
convenience of, or otherwise benefiting the Company. Indemnitee may at any time
and for any reason resign or be removed from such position (subject to any other
contractual obligation or other obligation imposed by operation of law), in
which event the Company shall have no obligation under this Agreement to
continue Indemnitee in any such position.
2.1 Directors' and Officers' Insurance.
(a) The Company hereby covenants and agrees
that, so long as Indemnitee shall continue to serve as a
director or officer of the Company and thereafter so
long as Indemnitee shall be subject to any possible
Proceeding, the Company, subject to Section 2.1(c),
shall maintain directors' and officers' insurance in
full force and effect.
(b) In all policies of directors' and
officers' insurance,
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Indemnitee shall be named as an insured in such a manner
as to provide Indemnitee the same rights and benefits,
subject to the same limitations, as are accorded to the
Company's directors or officers most favorably insured
by such policy.
(c) The Company shall have no obligation to
maintain directors' and officers' insurance if the
Company determines in good faith that such insurance is
not reasonably available, the premium costs for such
insurance are disproportionate to the amount of coverage
provided, or the coverage provided by such insurance is
limited by exclusions so as to provide an insufficient
benefit.
3. Indemnification. The Company shall indemnify Indemnitee
to the fullest extent authorized or permitted by Delaware Law in effect on the
date hereof, and as Delaware Law may from time to time be amended (but, in the
case of any such amendment, only to the extent such amendment permits the
Company to provide broader indemnification rights than Delaware Law permitted
the Company to provide before such amendment). Without in any way diminishing
the scope of the indemnification provided by this Section 3, the Company shall
indemnify Indemnitee if and whenever he is or was a witness, party or is
threatened to be made a witness or a party to any Proceeding, by reason of the
fact that he is or was an Agent or by reason of anything done or not done, or
alleged to have been done or not done, by him in such capacity, against all
Expenses and Liabilities actually and reasonably incurred by Indemnitee or on
his behalf in connection with the investigation, defense, settlement or appeal
of such Proceeding. In addition to, and not as a limitation of, the foregoing,
the rights of indemnification of Indemnitee provided under this Agreement shall
include those rights set forth in Sections 4, 5 and 6 below.
4. Payment of Expenses.
4.1 All Expenses incurred by or on behalf of
Indemnitee shall be advanced by the Company to Indemnitee within 20
days after the receipt by the Company of a written request for such
advance which may be made from time to time, whether prior to or
after final disposition of a Proceeding (unless there has been a
final determination by a court of competent jurisdiction that
Indemnitee is not entitled to be indemnified for such Expenses).
Indemnitee's entitlement to advancement of Expenses shall include
those incurred in connection with any Proceeding by Indemnitee
seeking a determination, an adjudication or an award in arbitration
pursuant to this Agreement. The requests shall reasonably evidence
the Expenses incurred by Indemnitee in connection therewith.
Indemnitee hereby undertakes to repay the amounts advanced if it
shall ultimately be determined that Indemnitee is not entitled to
be indemnified pursuant to the terms of this Agreement.
4.2 Notwithstanding any other provision in this
Agreement, to the extent that Indemnitee has been successful on the
merits or otherwise in defense of any Proceeding, Indemnitee shall
be indemnified against all Expenses actually and reasonably incurred
by Indemnitee in connection therewith.
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5. Procedure for Determination of Entitlement to
Indemnification.
5.1 Whenever Indemnitee believes that he is
entitled to indemnification pursuant to this Agreement, Indemnitee
shall submit a written request for indemnification (the
"Indemnification Request") to the Company to the attention of the
Chief Executive Officer with a copy to the Corporate Secretary.
This request shall include documentation or information which is
necessary for the determination of entitlement to indemnification
and which is reasonably available to Indemnitee. Determination of
Indemnitee's entitlement to indemnification shall be made no later
than 60 days after receipt of the Indemnification Request. The
President or the Secretary shall, promptly upon receipt of
Indemnitee's request for indemnification, advise the Board in
writing that Indemnitee has made such request for indemnification.
5.2 The Indemnification Request shall set forth
Indemnitee's selection of which of the following forums shall
determine whether Indemnitee is entitled to indemnification:
(1) A majority vote of Directors who are not
parties to the action with respect to which
indemnification is sought, even though less than a
quorum.
(2) A written opinion of an Independent
Counsel (provided there are no such Directors as set
forth in (1) above or if such Directors as set forth in
(1) above so direct).
(3) A majority vote of the stockholders at a
meeting at which a quorum is present, with the shares
owned by the person to be indemnified not being entitled
to vote thereon.
(4) The court in which the Proceeding is or
was pending upon application by Indemnitee.
The Company agrees to bear any and all costs and expenses incurred
by Indemnitee or the Company in connection with the determination of
Indemnitee's entitlement to indemnification by any of the above forums.
6. Presumptions and Effect of Certain Proceedings. No
initial finding by the Board, its counsel, Independent Counsel, arbitrators or
the stockholders shall be effective to deprive Indemnitee of the protection of
this indemnity, nor shall a court or other forum to which Indemnitee may apply
for enforcement of this indemnity give any weight to any such adverse finding in
deciding any issue before it. Upon making a request for indemnification,
Indemnitee shall be presumed to be entitled to indemnification under this
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Agreement and the Company shall have the burden of proof to overcome that
presumption in reaching any contrary determination. The termination of any
Proceeding by judgment, order, settlement, arbitration award or conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, (a)
adversely affect the rights of Indemnitee to indemnification except as
indemnification may be expressly prohibited under this Agreement, (b) create a
presumption that Indemnitee did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the Company
or (c) with respect to any criminal action or proceeding, create a presumption
that Indemnitee had reasonable cause to believe that his conduct was unlawful.
7. Remedies of Indemnitee in Cases of Determination not to
Indemnify or to Advance Expenses.
7.1 In the event that (a) an initial
determination is made that Indemnitee is not entitled to
indemnification, (b) advances for Expenses are not made when and as
required by this Agreement, (c) payment has not been timely made
following a determination of entitlement to indemnification
pursuant to this Agreement or (d) Indemnitee otherwise seeks
enforcement of this Agreement, Indemnitee shall be entitled to a
final adjudication in an appropriate court of the State of Delaware
of his entitlement to such indemnification or advance.
Alternatively, Indemnitee at his option may seek an award in
arbitration. If the parties are unable to agree on an arbitrator,
the parties shall provide JAMS Endispute ("JAMS") with a statement
of the nature of the dispute and the desired qualifications of the
arbitrator. JAMS will then provide a list of three available
arbitrators. Each party may strike one of the names on the list,
and the remaining person will serve as the arbitrator. If both
parties strike the same person, JAMS will select the arbitrator
from the other two names. The arbitration award shall be made
within 90 days following the demand for arbitration. Except as set
forth herein, the provisions of Delaware law shall apply to any
such arbitration. The Company shall not oppose Indemnitee's right
to seek any such adjudication or arbitration award. In any such
proceeding or arbitration Indemnitee shall be presumed to be
entitled to indemnification under this Agreement and the Company
shall have the burden of proof to overcome that presumption.
7.2 An initial determination, in whole or in
part, that Indemnitee is not entitled to indemnification shall
create no presumption in any judicial proceeding or arbitration that
Indemnitee has not met the applicable standard of conduct for, or is
otherwise not entitled to, indemnification.
7.3 If an initial determination is made or
deemed to have been made pursuant to the terms of this Agreement
that Indemnitee is entitled to indemnification, the Company shall be
bound by such determination in the absence of (a) a
misrepresentation of a material fact by Indemnitee in the request
for indemnification or (b) a specific finding (which has become
final) by a court of competent jurisdiction that all or any part of
such indemnification is expressly prohibited by law.
7.4 The Company and Indemnitee agree herein that
a monetary remedy for breach of this Agreement, at some later date,
will be inadequate, impracticable and difficult of proof, and
further agree that such breach would cause Indemnitee irreparable
harm. Accordingly, the Company and Indemnitee agree that Indemnitee
shall be entitled to temporary and permanent injunctive relief to
enforce this
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Agreement without the necessity of proving actual damages or
irreparable harm. The Company and Indemnitee further agree that
Indemnitee shall be entitled to such injunctive relief, including
temporary restraining orders, preliminary injunctions and permanent
injunctions, without the necessity of posting bond or other
undertaking in connection therewith. Any such requirement of bond
or undertaking is hereby waived by the Company, and the Company
acknowledges that in the absence of such a waiver, a bond or
undertaking may be required by the court.
7.5 The Company shall be precluded from
asserting that the procedures and presumptions of this Agreement
are not valid, binding and enforceable. The Company shall 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 assertion to the contrary.
7.6 Expenses incurred by Indemnitee in
connection with his request for indemnification under, seeking
enforcement of or to recover damages for breach of this Agreement
shall be borne and advanced by the Company.
8. Other Rights to Indemnification. Indemnitee's rights of
indemnification and advancement 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 applicable law, the Certificate, the Bylaws, an
employment agreement, a vote of stockholders or Disinterested Directors,
insurance or other financial arrangements or otherwise.
9. Limitations on Indemnification. No indemnification
pursuant to Section 3 shall be paid by the Company nor shall Expenses be
advanced pursuant to Section 3:
9.1 Insurance. To the extent that Indemnitee is
reimbursed pursuant to such insurance as may exist for Indemnitee's
benefit. Notwithstanding the availability of such insurance,
Indemnitee also may claim indemnification from the Company pursuant
to this Agreement by assigning to the Company any claims under such
insurance to the extent Indemnitee is paid by the Company.
Indemnitee shall reimburse the Company for any sums he receives as
indemnification from other sources to the extent of any amount paid
to him for that purpose by the Company;
9.2 Section 16(b). On account and to the extent
of any wholly or partially successful claim against Indemnitee for
an accounting of profits made from the purchase or sale by
Indemnitee of securities of the Company pursuant to the provisions
of Section 16(b) or the Securities Exchange Act of 1934, as amended,
and amendments thereto or similar provisions of any federal, state
or local statutory law; or
9.3 Indemnitee's Proceedings. Except as
otherwise provided in this Agreement, in connection with all or any
part of a Proceeding which is initiated or maintained by or on
behalf of Indemnitee, or any Proceeding by Indemnitee against the
Company or its directors, officers, employees or other agents,
unless (a) such
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indemnification is expressly required to be made by Delaware Law,
(b) the Proceeding was authorized by a majority of the
Disinterested Directors (c) there has been a Change of Control or
(d) such indemnification is provided by the Company, in its sole
discretion, pursuant to the powers vested in the Company under
Delaware Law.
10. Duration and Scope of Agreement; Binding Effect. This
Agreement shall continue so long as Indemnitee shall be subject to any possible
Proceeding subject to indemnification by reason of the fact that he is or was an
Agent and shall be applicable to Proceedings commenced or continued after
execution of this Agreement, whether arising from acts or omissions occurring
before or after such execution. This Agreement shall be binding upon the Company
and its successors and assigns (including any direct or indirect successor by
purchase, merger, consolidation or otherwise to all or substantially all of the
business or assets of the Company) and shall inure to the benefit of Indemnitee
and his spouse, assigns, heirs, devisees, executors, administrators and other
legal representatives.
11. Notice by Indemnitee and Defense of Claims. Indemnitee
agrees promptly to notify the Company in writing upon being served with any
summons, citation, subpoena, complaint, indictment, information or other
document relating to any matter which may be subject to indemnification
hereunder, whether civil, criminal, arbitrative, administrative or
investigative; but the omission so to notify the Company will not relieve it
from any liability which it may have to Indemnitee if such omission does not
actually prejudice the Company's rights and, if such omission does prejudice the
Company's rights, it will relieve the Company from liability only to the extent
of such prejudice; nor will such omission relieve the Company from any liability
which it may have to Indemnitee otherwise than under this Agreement. With
respect to any Proceeding:
(a) The Company will be entitled to
participate therein at its own expense;
(b) Except as otherwise provided below, to
the extent that it may wish, the Company jointly with
any other indemnifying party similarly notified will be
entitled to assume the defense thereof, with counsel
reasonably satisfactory to Indemnitee. After notice from
the Company to Indemnitee of its election so to assume
the defense thereof and the assumption of such defense,
the Company will not be liable to Indemnitee under this
Agreement for any attorney fees or costs subsequently
incurred by Indemnitee in connection with Indemnitee's
defense except as otherwise provided below. Indemnitee
shall have the right to employ his 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 and the assumption of such
defense 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 that the
Company's counsel may not be adequately
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representing Indemnitee or (iii) the Company shall not
in fact have employed counsel to assume the defense of
such action, in each of which cases the fees and
expenses of counsel shall be at the expense of the
Company; and
(c) The Company shall not be liable to
indemnify Indemnitee under this Agreement for any
amounts paid in settlement of any action or claim
effected without its written consent. The Company shall
not settle any action or claim which would impose any
limitation or penalty on Indemnitee without Indemnitee's
written consent. Neither the Company nor Indemnitee will
unreasonably withhold its or his consent to any proposed
settlement.
11.1 Contribution. In order to provide for just
and equitable contribution in circumstances in which the
indemnification provided for in this Agreement is held by a court
of competent jurisdiction to be unavailable to Indemnitee in whole
or part, the Company shall, in such an event, after taking into
account, among other things, contributions by other directors and
officers of the Company pursuant to indemnification agreements or
otherwise, and, in the absence of personal enrichment, acts of
intentional fraud or dishonesty or criminal conduct on the part of
Indemnitee, contribute to the payment of Indemnitee's losses to the
extent that, after other contributions are taken into account, such
losses exceed: (i) in the case of a director of the Company or any
of its subsidiaries who is not an officer of the Company or any of
such subsidiaries, the amount of fees paid to the director for
serving as a director during the 12 months preceding the
commencement of the Proceeding; or (ii) in the case of a director
of the Company or any of its subsidiaries who is also an officer of
the Company or any of such subsidiaries, the amount set forth in
clause (i) plus 5% of the aggregate cash compensation paid to said
director for service in such office(s) during the 12 months
preceding the commencement of the Proceeding; or (iii) in the case
of an officer of the Corporation or any of its subsidiaries, 5% of
the aggregate cash compensation paid to such officer for service in
such office(s) during the 12 months preceding the commencement of
such Proceeding.
12. Establishment of Trust. In order to secure the
obligations of the Company to indemnify and to advance Expenses to Indemnitee
pursuant to this Agreement, upon a Change of Control of the Company, the Company
or its successor or assign shall establish a Trust (the "Trust") for the benefit
of the Indemnitee, the trustee (the "Trustee") of which shall be chosen by the
Company and which is reasonably acceptable to the Indemnitee. Thereafter, from
time to time, upon receipt of a written request from Indemnitee, the Company
shall fund the Trust in amounts sufficient to satisfy any and all Liabilities
and Expenses reasonably anticipated at the time of such request for which the
Company may indemnify Indemnitee hereunder. The amount or amounts to be
deposited in the Trust pursuant to the foregoing funding obligation shall be
determined by mutual agreement of the Indemnitee and the Company or, if the
Company and the Indemnitee are unable to reach such an agreement, by Independent
Counsel selected jointly by the Company and the Indemnitee. The terms of the
Trust shall provide that except upon the consent of the Indemnitee and the
Company, (i) the Trust shall not be revoked or the principal thereof invaded,
without the
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written consent of the Indemnitee, (ii) the Trustee shall advance to the
Indemnitee, within 20 days of a request by the Indemnitee, any and all Expenses,
the Indemnitee hereby agreeing to reimburse the Trustee of the Trust for all
Expenses so advanced if a final determination is made by a court in a final
adjudication from which there is no further right of appeal that the Indemnitee
is not entitled to be indemnified under this Agreement, (iii) the Trust shall
continue to be funded by the Company in accordance with the funding obligations
set forth in this Section, (iv) the Trustee shall promptly pay to the Indemnitee
any amounts to which the Indemnitee shall be entitled pursuant to this
Agreement, and (v) all unexpended funds in the Trust shall revert to the Company
upon a final determination by Independent Counsel selected by Indemnitee or a
court of competent jurisdiction that Indemnitee has been fully indemnified with
respect to the Proceeding giving rise to the funding of the Trust under the
terms of this Agreement. The establishment of the Trust shall not, in any way,
diminish the Company's obligation to indemnify Indemnitee against Expenses and
Liabilities to the full extent required by this Agreement.
13. Miscellaneous Provisions.
13.1 Severability; Partial Indemnity. If any
provision or provisions of this Agreement (or any portion thereof)
shall be held by a court of competent jurisdiction to be invalid,
illegal or unenforceable for any reason whatever: (a) such
provision shall be limited or modified in its application to the
minimum extent necessary to avoid the invalidity, illegality or
unenforceability of such provision; (b) the validity, legality and
enforceability of the remaining provisions of this Agreement shall
not in any way be affected or impaired thereby; and (c) to the
fullest extent possible, the provisions of this Agreement shall be
construed so as to give effect to the intent manifested by the
provision (or portion thereof) held invalid, illegal or
unenforceable. If Indemnitee is entitled under any provision of
this Agreement to indemnification by the Company for some or a
portion of any Expenses or Liabilities of any type whatsoever
incurred by him in the investigation, defense, settlement or appeal
of a Proceeding but not entitled to all of the total amount
thereof, the Company shall nevertheless indemnify Indemnitee for
such total amount except as to the portion thereof for which it has
been determined pursuant to Section 5 hereof that Indemnitee is not
entitled.
13.2 Identical Counterparts. 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 to evidence the existence of this Agreement.
13.3 Interpretation of Agreement. It is
understood that the parties hereto intend this Agreement to be
interpreted and enforced so as to provide indemnification to
Indemnitee to the fullest extent not now or hereafter prohibited by
law.
13.4 Headings. The headings of the Sections and
paragraphs 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.
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13.5 Pronouns. Use of the masculine pronoun
shall be deemed to include use of the feminine pronoun where
appropriate.
13.6 Modification and Waiver. No supplement,
modification or amendment of this Agreement shall be binding unless
executed in writing by both of the parties to this Agreement. No
waiver of any provision of this Agreement shall be deemed to
constitute a waiver of any of the provisions hereof (whether or not
similar) nor shall such waiver constitute a continuing waiver. No
waiver of any provision of this Agreement shall be effective unless
executed in writing.
13.7 Notices. All notices, requests, demands and
other communications hereunder shall be in writing and shall be
deemed to have been duly given if (i) delivered by hand and
receipted for by the party to whom said notice or other
communication shall have been directed or (ii) mailed by certified
or registered mail with postage prepaid, on the third business day
after the date on which it is so mailed:
(a) If to Indemnitee, to:
c/o Network Solutions, Inc.
000 Xxxxxxx Xxxx Xxxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Telefax: (000) 000-0000
(b) If to the Company to:
Network Solutions, Inc.
000 Xxxxxxx Xxxx Xxxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Telefax: (000) 000-0000
Attention: Chief Executive Officer
with a copy to:
Network Solutions, Inc.
000 Xxxxxxx Xxxx Xxxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Telefax: (000) 000-0000
Attention: Corporate Secretary
or to such other address as may have been furnished to Indemnitee by the Company
or to the Company by Indemnitee, as the case may be.
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13.8 Governing Law. The parties agree that this
Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware, as applied to
contracts between Delaware residents entered into and to be
performed entirely within Delaware.
13.9 Consent to Jurisdiction. The Company and
Indemnitee each hereby irrevocably consent to the jurisdiction of
the courts of the State of Delaware for all purposes in connection
with any action or proceeding which arises out of or relates to this
agreement and agree that any action instituted under this agreement
shall be brought only in the state courts of the State of Delaware.
13.10 Entire Agreement. This Agreement represents
the entire agreement between the parties hereto, and there are no
other agreements, contracts or understanding between the parties
hereto with respect to the subject matter of this Agreement, except
as specifically referred to herein or as provided in Sections 8 and
2.1 hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first above written.
NETWORK SOLUTIONS, INC.
By:
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Name:
Title:
INDEMNITEE
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Name:
Title:
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