INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and
entered into this ____ day of January, 2000 by and between Silicon Laboratories
Inc., a Delaware corporation ("Corporation"), and _________________________
("Indemnitee").
RECITALS
A. Indemnitee, an executive officer and/or a member of the
Board of Directors of Corporation, performs a valuable service in such capacity
for Corporation.
B. The stockholders of Corporation have adopted Bylaws (the
"Bylaws") providing for the indemnification of the officers, directors, agents
and employees of Corporation to the maximum extent authorized by Section 145 of
the Delaware General Corporation Law, as amended ("DGCL").
C. The Bylaws and the DGCL, by their non-exclusive nature,
permit contracts between Corporation and its officers and the members of its
Board of Directors with respect to indemnification of such officers and
directors.
D. In order to induce Indemnitee to serve as an executive
officer and/or a member of the Board of Directors of Corporation, Corporation
has determined and agreed to enter into this contract with Indemnitee.
NOW, THEREFORE, in consideration of Director's continued service
as an executive officer or a director after the date hereof, the parties hereto
agree as follows:
1. INDEMNITY OF INDEMNITEE. Corporation hereby agrees to hold
harmless and indemnify Indemnitee to the fullest extent authorized or permitted
by the provisions of the DGCL, as may be amended from time to time.
2. ADDITIONAL INDEMNITY. Subject only to the exclusions set
forth in Section 3 hereof, Corporation hereby further agrees to hold harmless
and indemnify Indemnitee and any partnership, corporation, trust or other entity
of which Indemnitee is or was a partner, shareholder, trustee, director,
officer, employee or agent (Indemnitee and each such partnership, corporation,
trust or other entity being referred to as an "Indemnitee"):
a. against any and all expenses (including attorneys'
fees), witness fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by Indemnitee in connection with any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (including an action by
or in the right of Corporation) to which Indemnitee is, was or at any
time becomes a party, or is threatened to be made a party, by reason of
the fact that Indemnitee is, was or at any time becomes a director,
officer, employee or agent of Corporation, or is or was serving or at any
time serves at the request of Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise; and
b. otherwise to the fullest extent as may be provided
to Indemnitee by Corporation under the non-exclusivity provisions of the
Bylaws of Corporation and the DGCL.
3. LIMITATIONS ON ADDITIONAL INDEMNITY.
a. No indemnity pursuant to Section 2 hereof shall be
paid by Corporation:
(i) except to the extent the aggregate of losses to be
indemnified thereunder exceeds the sum of such losses for which
Indemnitee is indemnified pursuant to Section 1 hereof or pursuant to any
director and officer liability insurance purchased and maintained by
Corporation;
(ii) in respect to remuneration paid to Indemnitee if it
shall be determined by a final judgment or other final adjudication that
such remuneration was in violation of law;
(iii) 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 Corporation pursuant to the
provisions of Section 16(b) of the Securities Exchange Act of 1934 and
amendments thereto or similar provisions of any federal, state or local
statutory law;
(iv) on account of Indemnitee's conduct which is finally
adjudged to have been knowingly fraudulent or deliberately dishonest, or
to constitute willful misconduct;
(v) on account of Indemnitee's conduct which is the
subject of an action, suit or proceeding described in Section 7(c)(ii)
hereof;
(vi) on account of any action, claim or proceeding (other
than a proceeding referred to in Section 8(b) hereof) initiated by the
Indemnitee unless such action, claim or proceeding was authorized in the
specific case by action of the Board of Directors; and
(vii) if a final decision by a Court having jurisdiction
in the matter shall determine that such indemnification is not lawful
(and, in this respect, both Corporation and Indemnitee have been advised
that the Securities and Exchange Commission believes that indemnification
for liabilities arising under the federal securities laws is against
public policy and is, therefore, unenforceable and that claims for
indemnification should be submitted to appropriate courts for
adjudication).
b. No indemnity pursuant to Section 1 or 2 hereof shall
be paid by Corporation if the action, suit or proceeding with respect to
which a claim for indemnity hereunder is made arose from or is based upon
any of the following:
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(i) any solicitation of proxies by Indemnitee, or by a
group of which Indemnitee was or became a member consisting of two or
more persons that had agreed (whether formally or informally and whether
or not in writing) to act together for the purpose of soliciting proxies,
in opposition to any solicitation of proxies approved by the Board of
Directors; or
(ii) any activities by Indemnitee that constitute a
breach of or default under any agreement between Indemnitee and
Corporation.
4. CONTRIBUTION. If the indemnification provided in Sections
1 and 2 hereof is unavailable by reason of a Court decision described in Section
3(a)(vii) hereof based on grounds other than any of those set forth in
subparagraphs (ii) through (vii) of Section 3 hereof, then in respect of any
threatened, pending or completed action, suit or proceeding in which Corporation
is jointly liable with Indemnitee (or would be if joined in such action, suit or
proceeding), Corporation shall contribute to the amount of expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred and paid or payable by Indemnitee in such proportion as is
appropriate to reflect (i) the relative benefits received by Corporation on the
one hand and Indemnitee on the other hand from the transaction from which such
action, suit or proceeding arose, and (ii) the relative fault of Corporation on
the one hand and of Indemnitee on the other in connection with the events which
resulted in such expenses, judgments, fines or settlement amounts, as well as
any other relevant equitable considerations. The relative fault of Corporation
on the one hand and of Indemnitee on the other shall be determined by reference
to, among other things, the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent the circumstances resulting in
such expenses, judgments, fines or settlement amounts. Corporation agrees that
it would not be just and equitable if contribution pursuant to this Section 4
were determined by pro rata allocation or any other method of allocation which
does not take account of the foregoing equitable considerations.
5. CONTINUATION OF OBLIGATIONS. All agreements and
obligations of Corporation contained herein shall continue during the period
Indemnitee is a director, officer, employee or agent of Corporation (or is or
was serving at the request of Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise) and shall continue thereafter so long as
Indemnitee shall be subject to any possible claim or threatened, pending or
completed action, suit or proceeding, whether civil, criminal or investigative,
by reason of the fact that Indemnitee was a director of Corporation or serving
in any other capacity referred to herein.
6. NOTIFICATION AND DEFENSE OF CLAIM. Not later than thirty (30)
days after receipt by Indemnitee of notice of the commencement of any action,
suit or proceeding, Indemnitee will, if a claim in respect thereof is to be
made against Corporation under this Agreement, notify Corporation of the
commencement thereof; but the omission so to notify Corporation will not
relieve it from any liability which it may have to Indemnitee otherwise than
under this Agreement. With respect to any such action, suit or proceeding as
to which Indemnitee notifies Corporation of the commencement thereof:
a. Corporation will be entitled to participate therein at
its own expense;
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b. except as otherwise provided below, to the extent that
it may wish, Corporation 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
Corporation to Indemnitee of its election so as to assume the defense
thereof, Corporation will not be liable to Indemnitee under this
Agreement for any legal or other expenses subsequently incurred by
Indemnitee in connection with the defense thereof other than reasonable
costs of investigation or as otherwise provided below. Indemnitee shall
have the right to employ its counsel in such action, suit or proceeding
but the fees and expenses of such counsel incurred after notice from
Corporation 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 Corporation, (ii) Indemnitee shall have reasonably
concluded that there may be a conflict of interest between Corporation
and Indemnitee in the conduct of the defense of such action or (iii)
Corporation shall not in fact have employed counsel to assume the defense
of such action, in each of which cases the fees and expenses of
Indemnitee's separate counsel shall be at the expense of Corporation.
Corporation shall not be entitled to assume the defense of any action,
suit or proceeding brought by or on behalf of Corporation or as to which
Indemnitee shall have made the conclusion provided for in (ii) above; and
c. Corporation 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. Corporation shall
be permitted to settle any action except that it shall not settle any
action or claim in any manner which would impose any penalty or
limitation on Indemnitee without Indemnitee's written consent. Neither
Corporation nor Indemnitee will unreasonably withhold its or his consent
to any proposed settlement.
7. ADVANCEMENT AND REPAYMENT OF EXPENSES.
a. In the event that Indemnitee employs its or his own
counsel pursuant to Section 6(b)(i) through (iii) above, Corporation
shall advance to Indemnitee, prior to any final disposition of any
threatened or pending action, suit or proceeding, whether civil,
criminal, administrative or investigative, any and all reasonable
expenses (including legal fees and expenses) incurred in investigating or
defending any such action, suit or proceeding within ten (10) days after
receiving copies of invoices presented to Indemnitee for such expenses.
b. Indemnitee agrees that Indemnitee will reimburse
Corporation for all reasonable expenses paid by Corporation in defending
any civil or criminal action, suit or proceeding against Indemnitee in
the event and only to the extent it shall be ultimately determined by a
final judicial decision (from which there is no right of appeal) that
Indemnitee is not entitled, under the provisions of the DGCL, the Bylaws,
this Agreement or otherwise, to be indemnified by Corporation for such
expenses.
c. Notwithstanding the foregoing, Corporation shall not
be required to advance such expenses to Indemnitee in respect of any
action arising from or based upon any of the matters set forth in
subsection (b) of Section 3 or if Indemnitee (i) commences any action,
suit or proceeding as a plaintiff unless such advance is specifically
approved
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by a majority of the Board of Directors or (ii) is a party to an
action, suit or proceeding brought by Corporation and approved by a
majority of the Board which alleges willful misappropriation of corporate
assets by Indemnitee, disclosure of confidential information in violation
of Indemnitee's fiduciary or contractual obligations to Corporation, or
any other willful and deliberate breach in bad faith of Indemnitee's duty
to Corporation or its shareholders.
8. ENFORCEMENT.
a. Corporation expressly confirms and agrees that it
has entered into this Agreement and assumed the obligations imposed on
Corporation hereby in order to induce Indemnitee to continue as an
executive officer and/or director of Corporation, and acknowledges that
Indemnitee is relying upon this Agreement in continuing in such capacity.
b. In the event Indemnitee is required to bring any
action to enforce rights or to collect moneys due under this Agreement
and is successful in such action, the Corporation shall reimburse
Indemnitee for all Indemnitee's reasonable fees and expenses in bringing
and pursuing such action.
9. SUBROGATION. In the event of payment under this Agreement,
Corporation 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 to secure such rights and to enable
Corporation effectively to bring suit to enforce such rights.
10. NON-EXCLUSIVITY OF RIGHTS. The rights conferred on
Indemnitee by this Agreement shall not be exclusive of any other right which
Indemnitee may have or hereafter acquire under any statute, provision of
Corporation's Certificate of Incorporation or Bylaws, agreement, vote of
stockholders or directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding office.
11. SURVIVAL OF RIGHTS. The rights conferred on Indemnitee by
this Agreement shall continue after Indemnitee has ceased to be a director,
officer, employee or other agent of Corporation and shall inure to the benefit
of Indemnitee's heirs, executors, administrators, successors and assigns.
12. SEPARABILITY. Each of the provisions of this Agreement is
a separate and distinct agreement and independent of the others, so that if any
or all of the provisions hereof shall be held to be invalid or unenforceable for
any reason, such invalidity or unenforceability shall not affect the validity or
enforceability of the other provisions hereof or the obligation of the
Corporation to indemnify the Indemnitee to the full extent provided by the
Bylaws or the DGCL.
13. GOVERNING LAW. This Agreement shall be interpreted and
enforced in accordance with the laws of the State of Delaware.
14. BINDING EFFECT. This Agreement shall be binding upon
Indemnitee and upon Corporation, its successors and assigns, and shall inure to
the benefit of Indemnitee, its or
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his heirs, personal representatives, successors and assigns and to the
benefit of Corporation, its successors and assigns.
15. AMENDMENT AND TERMINATION. No amendment, modification,
termination or cancellation of this Agreement shall be effective unless in
writing signed by both parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on and as of the day and year first above written.
CORPORATION:
SILICON LABORATORIES INC.
By:
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Xxxxxxx X. Xxxxx,
Chairman and Chief Executive Officer
INDEMNITEE:
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Name:
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