March __, 2009
Exhibit 99.2
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DIALECTIC
CAPITAL PARTNERS, LP
000
Xxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
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March __,
2009
_______________
_______________
_______________
Re: California
Micro Devices Corporation
Dear:
Thank you
for agreeing to serve as a nominee for election to the Board of Directors of
California Micro Devices Corporation (the “Company”) in connection with the
proxy solicitation that Dialectic Capital Partners, LP (“Dialectic”), and
certain of its affiliates, are considering undertaking to nominate and elect
directors at the Company’s 2009 annual meeting of stockholders, or any other
meeting of stockholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the
“Solicitation”). Your outstanding qualifications, we believe, will
prove a valuable asset to the Company and all of its
stockholders. This letter agreement will set forth the terms of our
agreement.
Dialectic
agrees to indemnify and hold you harmless against any and all claims of any
nature, whenever brought, arising from the Solicitation and any related
transactions, irrespective of the outcome; provided, however, that you
will not be entitled to indemnification for claims arising from your gross
negligence, willful misconduct, intentional and material violations of law,
criminal actions or material breach of the terms of this letter agreement; provided further,
that all of Dialectic’s indemnification and other obligations hereunder shall
terminate upon your becoming a director of the Company. This
indemnification will include any and all losses, liabilities, damages, demands,
claims, suits, actions, judgments, or causes of action, assessments, costs and
expenses, including, without limitation, interest, penalties, reasonable
attorneys’ fees, and any and all reasonable costs and expenses incurred in
investigating, preparing or defending against any litigation, commenced or
threatened, any civil, criminal, administrative or arbitration action, or any
claim whatsoever, and any and all amounts paid in settlement of any claim or
litigation asserted against, resulting, imposed upon, or incurred or suffered by
you, directly or indirectly, as a result of or arising from the Solicitation and
any related transactions (each, a “Loss”).
In the
event of a claim against you pursuant to the prior paragraph or the occurrence
of a Loss, you shall give Dialectic prompt written notice of such claim or Loss
(provided that failure to promptly notify Dialectic shall not relieve it from
any liability which it may have on account of this letter agreement, except to
the extent Dialectic shall have been materially prejudiced by such
failure). Upon receipt of such written notice, Dialectic will provide
you with counsel to represent you. Such counsel shall be reasonably
acceptable to you. In addition, you will be reimbursed promptly for
all Losses suffered by you and as incurred as provided
herein. Dialectic may not enter into any settlement of loss or claim
without your consent unless such settlement includes a release of you from any
and all liability in respect of such claim.
You
hereby agree to keep confidential and not disclose to any party, without the
consent of Dialectic, any confidential, proprietary or non-public information
(collectively, “Information”) of Dialectic or its affiliates, which you have
heretofore obtained or may obtain in connection with your role as a nominee of
Dialectic. Notwithstanding the foregoing, Information shall not
include any information that is publicly disclosed by Dialectic or its
affiliates or any information that you can demonstrate is now, or hereafter
becomes, through no act or failure to act on your part, otherwise generally
known to the public.
Notwithstanding
the foregoing, if you are required by applicable law, rule, regulation or legal
process to disclose any Information you may do so provided that you first
promptly notify Dialectic so that Dialectic or any representative thereof may
seek a protective order or other appropriate remedy or, in Dialectic’s sole
discretion, waive compliance with the terms of this letter
agreement. In the event that no such protective order or other remedy
is obtained or Dialectic does not waive compliance with the terms of this letter
agreement, you may consult with counsel at the cost of Dialectic and you may
furnish only that portion of the Information which you are advised by counsel is
legally required to be so disclosed and you will request that the party(ies)
receiving such Information maintain it as confidential.
All
Information, all copies thereof, and any studies, notes, records, analysis,
compilations or other documents prepared by you containing such Information,
shall be and remain the property of Dialectic and, upon the request of a
representative of Dialectic, all such information shall be returned or, at
Dialectic’s option, destroyed by you, with such destruction confirmed by you to
Dialectic in writing.
This
letter agreement shall be governed by the laws of the State of New York, without
regard to the principles of the conflicts of laws thereof.
* * *
If you
agree to the foregoing terms, please sign below to indicate your
acceptance.
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Very
truly yours,
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DIALECTIC
CAPITAL PARTNERS, LP
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By:
Dialectic Capital, LLC, its general partner
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By:
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Name:
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Xxxx
Xxxxxxxxx
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Title:
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Managing
Member
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ACCEPTED
AND AGREED:
___________________________
[NOMINEE]
