ALLIANCE SEMICONDUCTOR CORPORATION
FORM OF INDEMNITY AGREEMENT
This Indemnity Agreement, dated as of ______________________,
199__, is made by and between Alliance Semiconductor Corporation, a Delaware
corporation with executive offices at 0000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx,
Xxxxxxxxxx 00000-0000 (the "Company") and __________________________________
("Indemnitee").
RECITALS
A. The Company is aware that competent and experienced persons are
increasingly reluctant to serve as directors or officers of corporations unless
they are protected by comprehensive liability insurance or indemnification, due
to increased exposure to litigation costs and risks resulting from their service
to such corporations, and due to the fact that the exposure frequently bears no
reasonable relationship to the compensation of such directors and officers;
B. Based upon their experience as business managers, the Board of
Directors of the Company (the "Board") has concluded that, to retain and attract
talented and experience individuals to serve as officers and directors of the
Company and its subsidiaries and to encourage such individuals to take the
business risks necessary for the success of the Company and its subsidiaries, it
is necessary for the Company to contractually indemnify its officers and
directors and the officers and directors of its subsidiaries, and to assume for
itself maximum liability for expenses and damages in connection with claims
against such officers and directors in connection with their service to the
Company and its subsidiaries;
C. Section 145 of the General Corporation Law of Delaware, under which
the Company is organized (collectively with any successor statute thereto that
may be enacted, "Section 145"), empowers the Company to indemnify by agreement
its officers, directors, employees and agents, and persons who serve, at the
request of the Company, as directors, officers, employees or agents of other
corporations or enterprises (including, without limitation, the Company's
subsidiaries), and expressly provides that the indemnification provided by
Section 145 is not exclusive; and
D. The Company desires and has requested Indemnitee to serve or
continue to serve as a director or officer of the Company and/or one or more
subsidiaries of the Company free from undue concern for claims for damages
arising out of or related to such services to the Company and/or one or more the
subsidiaries of the Company.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
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1. Definitions.
1.1 Agent. For the purposes of this Agreement, "agent of the
Company" means any person who is or was a director, officer or employee of the
Company or of a subsidiary of the Company; or is or was serving at the request
of, for the convenience of, or to represent the interests of the Company or a
subsidiary of the Company as a director, officer or employee of another foreign
or domestic corporation, partnership, joint venture, trust or other enterprise
or an affiliate of the Company; or was a director, officer or employee of a
foreign or domestic corporation which was a predecessor corporation of the
Company or a subsidiary of the Company, or was a director, officer or employee
of another enterprise or affiliate of the Company at the request of, for the
convenience of, or to represent the interests of such predecessor corporation.
The term "enterprise" includes, without limitation, any employee benefit plan of
the Company, its subsidiaries, affiliates and predecessor corporations.
1.2 Company. For purposes of this Agreement, references to the
"Company" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, employees or
agents, so that if Indemnitee is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of, for the
convenience of, or to represent the interests of such constituent corporation as
a director, officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise, Indemnitee
shall stand in the same position under the provisions of this Agreement with
respect to the resulting or surviving corporation as Indemnitee would have with
respect to such constituent corporation if its separate existence had continued.
1.3 Expenses. For purposes of this Agreement, "expenses"
includes, without limitation, all and indirect costs of any type or nature
whatsoever (including, without limitation, all attorneys' fees and related
disbursements and other out-of-pocket costs) actually and reasonably incurred by
Indemnitee in connection with either the investigation, defense or appeal of a
proceeding or establishing or enforcing a right to indemnification under this
Agreement, Section 145 or otherwise; provided, however, that expenses shall not
include any judgments, fines, ERISA excise taxes or penalties or amounts paid in
settlement of a proceeding.
1.4 Proceeding. For the purposes of this Agreement,
"proceeding" means any threatened, pending, or completed action, suit,
arbitration or other proceeding, whether civil, criminal, administrative,
investigative or any other type whatsoever.
1.5 Subsidiary. For purposes of this Agreement, "subsidiary"
means any corporation of which more than 50% of the outstanding voting
securities is owned directly or indirectly by the Company, by the Company and
one or more other subsidiaries, or by one or more other subsidiaries.
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1.6 Certain Other Terms. For the purposes of this Agreement,
"fines" shall include any excise taxes assessed on Indemnitee with respect to an
employee benefit plan, and references to "serving at the request of the Company"
shall include any service as a director, officer, employee or agent of the
Company which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and if Indemnitee acted in good faith and in a
manner Indemnitee reasonably believed to be in the interests of the participants
and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to
have acted in a manner "not opposed to the best interests of the Company" as
referred to in this Agreement.
2. Agreement to Serve. Indemnitee agrees to serve and/or continue to
serve as an agent of the Company, at the will of the Company (or under separate
agreement, if such agreement exists), in the capacity Indemnitee currently
serves as an agent of the Company, faithfully and to the best of his ability so
long as he is duly appointed or elected and qualified in accordance with the
applicable provisions of the Bylaws or charter documents of the Company or any
subsidiary of the Company; provided, however, that Indemnitee may at any time
and for any reason resign from such position (subject to any contractual
obligation that Indemnitee may have assumed apart from this Agreement) and that
the Company or any subsidiary shall have no obligation under this Agreement to
continue Indemnitee's employment in any such position.
3. Maintenance of Liability Insurance. Whether or not the Company has
the power to indemnify Indemnitee against expenses or liability, the Company
hereby, covenants and agrees that, so long as Indemnitee shall continue to serve
as an agent of the Company and thereafter so long as Indemnitee shall be subject
to any possible proceeding by reason of the fact that Indemnitee was an agent of
the Company, the Company, subject to Section 3(b) hereof, shall use reasonable
efforts to obtain and maintain in full force and effect directors' and officers'
liability insurance ("D&O Insurance") in reasonable amounts from established and
reputable insurers. In all policies of D&O Insurance, Indemnitee shall be named
as an insured in such a manner as to provide Indemnitee the same rights and
benefits as are accorded to the most favorably insured of the Company's
directors, if Indemnitee is a director; or of the Company's officers, if
Indemnitee is not a director of the Company but is an officer of the Company; or
of the Company's key employees, if Indemnitee is not an officer or director of
the Company but is a key employee of the Company. Notwithstanding the foregoing,
the Company shall have no obligation to obtain or maintain D&O 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, the coverage provided by such insurance is limited
by exclusions so as to provide an insufficient benefit, or Indemnitee is covered
by similar insurance maintained by a subsidiary of the Company.
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4. Mandatory Indemnification.
4.1 Third Party Actions. The Company shall indemnify
Indemnitee if Indemnitee is a person who was or is a party or who is threatened
to be made a party to any proceeding (other than an action by or in the right of
the Company or of any subsidiary of the Company) by reason of the fact that he
is or was an agent of the Company or of any subsidiary of the Company, or by
reason of anything done or not done by him in any such capacity, against any and
all expenses and against any and all liabilities of any type whatsoever
(including, but not limited to, judgments, fines, ERISA excise taxes or
penalties, and amounts paid in settlement) actually and reasonably incurred by
him in connection with such proceeding (including, without limitation, the
investigation, defense, settlement or appeal of such proceeding) if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company or its subsidiaries, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that Indemnitee did not:
act in good faith, act in a manner which Indemnitee reasonably believed to be in
or not opposed to the best interests of the Company or its subsidiaries, or have
reasonable cause to believe his conduct was unlawful.
4.2 Derivative Actions. The Company shall indemnify Indemnitee
if Indemnitee is a person who was or is a party or who is threatened to be made
a party to any proceeding by or in the right of the Company or of any subsidiary
of the Company to procure a judgment in its favor by reason of the fact that he
is or was an agent of the Company or of any subsidiary of the Company, or by
reason of anything done or not done by him in any such capacity, to the fullest
extent permitted by law, against any amounts paid in settlement of any such
proceeding and all expenses actually and reasonably incurred by him in
connection with such proceeding (including, without limitation, the
investigation, defense, settlement, or appeal of such proceeding) if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company or its subsidiaries; except that no
indemnification under this subsection shall be in respect of any claim, issue or
matter as to which such person shall have been finally adjudged to be liable to
the Company or its subsidiaries by a court of competent jurisdiction due to
willful misconduct of a culpable nature in the performance of his duty to the
Company unless and only to the extent that the Court of Chancery or the court in
which such proceeding was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such amounts
which the Court of Chancery or such other court shall deem proper.
4.3 Exception for Amounts Covered by Insurance.
Notwithstanding the foregoing, the Company shall not be obligated to indemnify
Indemnitee for expenses or liabilities of any type whatsoever (including, but
not limited to, judgments, fines
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ERISA excise taxes or penalties, and amounts paid in settlement) which have been
paid directly to Indemnitee by D&O Insurance.
5. Partial Indemnification. 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 (including, but
not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts
paid in settlement) incurred by him in connection with a proceeding (including,
without limitation, the investigation, defense, settlement or appeal of a
proceeding) but not entitled, however, to indemnification for all of the total
amount thereof, the Company shall nevertheless indemnify Indemnitee for such
total amount except as to the portion thereof to which Indemnitee is not
entitled.
6. Mandatory Advancement of Expenses. To the fullest extent permitted
by law, the Company shall advance all expenses incurred by Indemnitee in
connection with a proceeding (including, without limitation, the investigation,
defense, settlement or appeal of a proceeding) to which Indemnitee is a party or
is threatened to be made a party by reason of the fact that Indemnitee is or was
an agent of the Company or any of its subsidiaries or by reason of anything done
or not done by him in any such capacity. Indemnitee hereby undertakes to repay
such amounts advanced only if, and to the extent that, it shall ultimately be
determined that Indemnitee is not entitled to be indemnified by the Company
under the provisions of this Agreement, the Bylaws or charter documents of the
Company, the General Corporation Law of Delaware or otherwise. The advances to
be made hereunder shall be paid by the Company to Indemnitee in accordance with
Section 7.4 hereof. Notwithstanding the foregoing provisions of this Section 6,
unless otherwise determined pursuant to Section 8, no advance shall be made by
the Company if a determination is reasonably and promptly made by the Board by a
majority vote of a quorum consisting of directors who are not parties to the
proceeding (or, if no such quorum exists, by independent legal counsel in a
written opinion) that the facts known to the decision making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in the
best interests of the Company and its stockholders.
7. Notice and Other Indemnification Procedures.
7.1 Notice. Promptly after receipt by Indemnitee of notice of
the commencement of or the threat of commencement of any proceeding, Indemnitee
shall, if Indemnitee believes that indemnification with respect thereto may be
sought from the Company under this Agreement, notify the Company of the
commencement or threat of commencement thereof.
7.2 Insurance. If, at the time of the receipt of a notice of
the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has
D&O Insurance in effect, the Company shall give prompt notice of the
commencement of such proceeding to the insurers in accordance with the
procedures set forth in the respective policies. The Company shall thereafter
take all necessary or desirable action to cause
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such insurers to pay, on behalf of Indemnitee, all amounts payable as a result
of such proceeding in accordance with the terms of such policies.
7.3 Procedure. In the event the Company shall be obligated to
advance the expenses for any proceeding against Indemnitee, the Company, if
appropriate, shall be entitled to assume the defense of such proceeding. with
counsel approved by Indemnitee, upon the delivery to Indemnitee of written
notice of its election so to do. After delivery of such notice, approval of such
counsel by Indemnitee and the retention of such counsel by the Company, the
Company will not be liable to Indemnitee under this Agreement for any fees of
counsel subsequently incurred by Indemnitee with respect to the same proceeding,
provided that (a) Indemnitee shall have the right to employ his counsel in any
such proceeding at Indemnitee's expense; (b) Indemnitee shall have the right to
employ his counsel in connection with any such proceeding, at the expense of the
Company, if such counsel serves in a review, observer, advice and counseling
capacity and does not otherwise materially control or participate in the defense
of such proceeding; and (c) if (i) the employment of counsel by Indemnitee has
been previously 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 any such defense or (iii) the Company shall not, in
fact, have employed counsel to assume the defense of such proceeding, then the
fees and expenses of Indemnitee's counsel shall be at the expense of the
Company. In addition, Indemnitee shall give the Company such information and
cooperation as the Company may reasonably require in connection with such
proceeding and as shall be within Indemnitee's power.
7.4 Payment of Indemnification and Advances. Any
indemnification and advances provided for in Sections 4 and 6 shall be made no
later than forty-five (45) days after delivery of the written request of
Indemnitee. If a claim under this Agreement, under any statute, or under any
provision of the Company's charter documents of Bylaws providing for
indemnification, is not paid in full by the Company within forty-five (45) days
after a written request for payment thereof has first been delivered to the
Company, Indemnitee may, but need not, at any time thereafter bring an action
against the Company to recover the unpaid amount of the claim and, subject to
Section 8.5 of this Agreement, Indemnitee shall also be entitled to be paid for
the expenses (including attorneys' fees) of bringing such action. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in connection with any action, suit or proceeding in advance
of its final disposition) that Indemnitee has not met the standards of conduct
which make it permissible under applicable law for the Company to indemnify
Indemnitee for the amount claimed, but the burden of proving such defense shall
be on the Company and Indemnitee shall be entitled to receive interim payments
of expenses pursuant to Section 6 unless and until such defense may be finally
adjudicated by court order or judgment from which no further right of appeal
exists. It is the parties' intention that if the Company contests Indemnitee's
right to indemnification, the question of Indemnitee's right to indemnification
shall be for the court to decide, and neither the failure of the Company
(including, without limitation, the Board, any committee or subgroup of the
Board, independent legal counsel, or the Company's stockholders) to
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have made a determination that indemnification of Indemnitee is proper in the
circumstances because Indemnitee has met the applicable standard of conduct
required by applicable law, nor an actual determination by the Company
(including, without limitation, the Board, any committee or subgroup of the
Board, independent legal counsel, or the Company's stockholders) that Indemnitee
has not met such applicable standard of conduct, shall create a presumption that
Indemnitee has or has not met the applicable standard of conduct.
8. Determination of Right to Indemnification.
8.1 Success on the Merits. To the extent Indemnitee has been
successful on the merits or otherwise in defense of any proceeding referred to
in Section 4.1 or 4.2 of this Agreement or in the defense of any claim, issue or
matter described therein, the Company shall indemnify Indemnitee against
expenses and liabilities actually and reasonably incurred by him in connection
with such proceeding (including, without limitation, the investigation, defense
or appeal of such proceeding).
8.2 Standard of Conduct. In the event that Section 8.1 is
inapplicable, the Company nonetheless shall indemnify Indemnitee, to the fullest
extent permitted by law, unless the Company shall prove by clear and convincing
evidence that Indemnitee has not met the applicable standard of conduct required
to entitle Indemnitee to such indemnification. Such determination shall be made
(a) by a majority vote of the directors who are not parties to such action, suit
or proceeding, even though less than a quorum, or (b) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (c) by the stockholders of the Company. To the extent
permitted by law, Indemnitee shall be entitled to select the forum in which
Indemnitee's entitlement to indemnification will be determined.
8.3 Claim. As soon as practicable. and in no event later than
thirty (30) days after written notice of Indemnitee's choice of forum pursuant
to Section 8.2 above, the Company shall, at its own expense, submit to the
selected forum in such manner as Indemnitee or Indemnitee's counsel may
reasonably request, its claim that Indemnitee is not entitled to
indemnification; and the Company shall act in the utmost good faith to assure
Indemnitee a complete opportunity to defend against such claim.
8.4 Determination. If the forum listed in Section 8.2 hereof
selected by Indemnitee determines that Indemnitee is entitled to indemnification
with respect to a specific proceeding, such determination shall be final and
binding on the Company. If the forum listed in Section 8.2 hereof selected by
Indemnitee determines that Indemnitee is not entitled to indemnification with
respect to a specific proceeding, Indemnitee shall have the right to apply to
the Court of Chancery of Delaware, the court in which that proceeding is or was
pending or any other court of competent jurisdiction, for the purpose of
enforcing Indemnitee's right to indemnification pursuant to the Agreement.
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8.5 Expenses of Hearing. Notwithstanding any other provision
in this Agreement to the contrary, the Company shall indemnify Indemnitee
against all expenses incurred by Indemnitee in connection with any hearing or
proceeding under this Section 8 involving Indemnitee and against all expenses
incurred by Indemnitee in connection with any other proceeding between the
Company and Indemnitee involving the interpretation or enforcement of the rights
of Indemnitee under this Agreement, unless a court of competent jurisdiction
finds that each of the material claims and/or defenses of Indemnitee in any such
proceeding was frivolous or not made in good faith.
9. Exceptions. Any other provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement:
9.1 Claims Initiated by Indemnitee. To indemnify or advance
expenses to Indemnitee with respect to proceedings or claims initiated or
brought voluntarily by Indemnitee and not by way of defense, except with respect
to proceedings specifically authorized by the Board or brought to establish or
enforce a right to indemnification under this Agreement, the Bylaws or charter
documents of the Company or any subsidiary of the Company, or any statute or law
or otherwise as required under Section 145, but such indemnification or
advancement of expenses may be provided by the Company in specific cases if the
Board finds it to be appropriate; or
9.2 Lack of Good Faith. To indemnify Indemnitee for any
expenses incurred by Indemnitee with respect to any proceeding instituted by
Indemnitee to enforce or interpret this Agreement, if a court of competent
jurisdiction determines that each of the material assertions made by Indemnitee
in such proceeding was not made in good faith or was frivolous; or
9.3 Unauthorized Settlements. To indemnify Indemnitee
hereunder for any amounts paid in settlement of a proceeding unless the Company
consents in advance in writing to such settlement, which approval shall not
unreasonably be denied; or
9.4 Claims by the Company for Willful Misconduct. To indemnify
or advance expenses to Indemnitee under this Agreement for any expenses incurred
by Indemnitee with respect to any proceeding or claim brought by the Company
against Indemnitee for willful misconduct, unless a court of competent
jurisdiction determines that Indemnitee is fairly and reasonably entitled to
indemnification or advancement under the circumstances.
9.5 Securities Law Actions. To indemnify Indemnitee on account
of any suit in which judgment is rendered 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) of the Securities and
Exchange Act of 1934 and amendments thereto or similar provisions of any
federal, state or local statutory law or in any situation which is contrary to
any undertaking given by the Company to the Securities and Exchange Commission;
or
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9.6 Willful Misconduct. To indemnify Indemnitee on account of
Indemnitee's conduct which is finally adjudged by a court of competent
jurisdiction to have been knowingly fraudulent or deliberately dishonest, or to
constitute willful misconduct or a knowing violation of the law; or
9.7 Improper Personal Benefit. To indemnify Indemnitee on
account of Indemnitee's conduct from which Indemnitee derived an improper
personal benefit; or
9.8 Breach of Duty of Loyalty. To indemnify Indemnitee on
account of conduct that constituted a breach of Indemnitee's duty of loyalty to
the Company or its stockholders; or
9.9 Unlawful Indemnification. To indemnify Indemnitee if a
final decision by a court having jurisdiction in the matter shall determine that
such indemnification is not lawful. Both the Company and Indemnitee acknowledge
that in certain instances, federal law or public policy may override applicable
state law and prohibit the Company from indemnifying its agents under this
Agreement or otherwise. In this respect, the Company and Indemnitee have been
advised that the Securities and Exchange Commission has taken the position that
indemnification for liabilities arising under the federal securities law is
against public policy, and federal legislation prohibits indemnification for
certain ERISA violations. Indemnitee understands and acknowledges that the
Company has undertaken or may be required in the future to undertake with the
Securities and Exchange Commission to submit the question of indemnification to
a court in certain circumstances for a determination of the Company's right or
ability under public policy to indemnify Indemnitee.
10. Non-Exclusivity. The provisions for indemnification and advancement
of expenses set forth in this Agreement shall not be deemed exclusive of any
other rights which Indemnitee may have under any provision of law, the Company's
Bylaws or charter documents, or by the vote of the Company's stockholders or
disinterested directors, other agreements, or otherwise, both as to action in
his official capacity and to action in another capacity while occupying his
position as an agent of the Company or one or more of its subsidiaries, and
Indemnitee's rights hereunder shall continue as to Indemnitee for any action
taken or not taken while serving in an indemnified capacity after Indemnitee has
ceased acting as an agent of the Company or one or more of its subsidiaries and
shall inure to the benefit of the heirs, executors and administrators of
Indemnitee.
11. General Provisions.
11.1 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 now or hereafter
permitted by law.
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11.2 Severability. Nothing in this Agreement is intended to
require or shall be construed as requiring the Company to do or fail to do any
act in violation of applicable law. The Company's inability, pursuant to order
of a court of competent jurisdiction or as limited by applicable law, to perform
its obligations under this Agreement shall not constitute a breach of this
Agreement. 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 paragraph of this Agreement
containing any such provision held to be invalid, illegal or unenforceable, that
are not 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
paragraphs 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 manifested
by the provision held invalid, illegal or unenforceable and to give effect to
Sections 4 and 6 hereof.
11.3 Amendment, Modification and Waiver. No supplement,
modification or amendment of this Agreement shall be binding unless executed in
writing by both of the parties hereto. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other
provision hereof (whether or not similar) nor shall such waiver constitute a
continuing waiver.
11.4 Subrogation. In the event of payment under this
Agreement, the Company shall be subrogated to the extent of such payment to all
of the rights of recovery of Indemnitee, who shall execute all documents
required and shall do all acts that may be necessary or desirable to secure such
rights and to enable the Company effectively to bring suit to enforce such
rights.
11.5 Counterparts. This Agreement may be executed in one or
more counterparts, which shall together constitute one agreement.
11.6 Successors and Assigns. The terms of this Agreement shall
bind, and shall inure to the benefit of, the successors and assigns of the
parties hereto.
11.7 Notices. All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be deemed duly
given (a) if delivered by hand and receipted for by the party addressee or (b)
if mailed by certified or registered mail with postage prepaid, on the third
business day after the mailing date. Addresses for notice to either party are as
shown on the signature page of this Agreement, or as subsequently modified by
written notice.
11.8 Governing Law. This Agreement shall be governed
exclusively by and construed according to the laws of the State of Delaware, as
applied to contracts
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between Delaware residents entered into and to be performed entirely within
Delaware, and without reference to principles of conflicts of law or choice of
law.
11.9 Consent to Jurisdiction. The Company and Indemnitee each
hereby irrevocably consent to the jurisdiction of the Court of Chancery of the
State of Delaware for all purposes in connection with any action or proceeding
which arises out of or relates to this Agreement.
11.10 Scope. Notwithstanding any other provision of this
Agreement, the Company hereby agrees to indemnify Indemnitee to the fullest
extent permitted by law, notwithstanding that such indemnification is not
specifically authorized by the other provisions of this Agreement, the Company's
charter documents or Bylaws, or by statute. In the event of any change, after
the date of this Agreement, in any applicable law, statute, or rule which
expands the right of a Delaware corporation to indemnify a member of its board
of directors or an officer, employee or agent, such changes shall be deemed to
be within the purview of Indemnitee's rights and the Company's obligations under
this Agreement. In the event of any change in any applicable law, statute or
rule which narrows the right of a Delaware corporation to indemnify a member of
its board of directors or an officer, employee or agent, such changes, to the
extent not otherwise required by such law, statute or rule to be applied to this
Agreement, shall have no effect on this Agreement or the parties' rights and
obligations hereunder.
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11.11 Headings; Gender. Headings. The Article and Section
headings used herein are for convenience only and do not define, limit or
construe the content of such sections. The use of the masculine term shall
include the feminine, as appropriate, and use of singular or plural term shall
include the plural and the singular, respectively, as may be required in order
to give the rights of Indemnitee herein the greatest possible scope.
The parties hereto have entered into this Agreement effective as of the
date first above written.
ALLIANCE SEMICONDUCTOR CORPORATION
By: ____________________________________________
N. Xxxxxxx Xxxxx, President
Address: 0000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxxxxxxxxx 00000-0000
INDEMNITEE:
________________________________________________
Printed Name: _________________________________
Address: ______________________________________
________________________________________________
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