Exhibit 10.2
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and
entered into as of September 13, 2006 between NetScout Systems, Inc., a Delaware
corporation (the "Company"), and ___________ ("Indemnitee").
WITNESSETH THAT:
WHEREAS, it is reasonable, prudent and necessary for the Company
contractually to obligate itself to indemnify, and to advance expenses on behalf
of, officers and directors to the fullest extent permitted by applicable law so
that they will serve or continue to serve the Company free from undue concern
that they will not be indemnified;
WHEREAS, this Agreement is a supplement to and in furtherance of the
certificate of incorporation of the Company, as amended, and shall not be deemed
a substitute therefor, nor to diminish or abrogate any rights of Indemnitee
thereunder;
NOW, THEREFORE, in consideration of Indemnitee's agreement to serve as
an [officer] [director] after the date hereof, the parties hereto agree as
follows:
1. Indemnity of Indemnitee. The Company hereby agrees to hold
harmless and indemnify Indemnitee to the fullest extent
permitted by law, as such may be amended from time to time.
In furtherance of the foregoing indemnification, and without
limiting the generality thereof:
(a) Proceedings Other Than Proceedings by or in the Right
of the Company. Indemnitee shall be entitled to the
rights of indemnification provided in this Section l(a)
if, by reason of his Corporate Status (as hereinafter
defined), the Indemnitee is, or is threatened to be
made, a party to or participant in any Proceeding (as
hereinafter defined) other than a Proceeding by or in
the right of the Company. Pursuant to this Section
1(a), Indemnitee shall be indemnified against all
Expenses (as hereinafter defined), judgments,
penalties, fines and amounts paid in settlement
actually and reasonably incurred by him, or on his
behalf, in connection with such Proceeding or any
claim, issue or matter therein, if the Indemnitee acted
in good faith and in a manner the Indemnitee 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 the
Indemnitee's conduct was unlawful.
(b) Proceedings by or in the Right of the Company.
Indemnitee shall be entitled to the rights of
indemnification provided in this Section 1(b) if, by
reason of his Corporate Status, the Indemnitee is, or
is threatened to be made, a party to or participant in
any Proceeding brought by or in the right of the
Company. Pursuant to this Section 1(b), Indemnitee
shall be indemnified against all Expenses actually and
reasonably incurred by the Indemnitee, or on the
Indemnitee's behalf, in connection with such Proceeding
if the Indemnitee acted in good faith and in a manner
the Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company; provided,
however, if applicable law so provides, no
indemnification against such Expenses shall be made in
respect of any claim, issue or matter in such
Proceeding as to which Indemnitee shall have been
adjudged to be liable to the Company unless and to the
extent that the Court of Chancery of the State of
Delaware shall determine that such indemnification may
be made.
(c) Indemnification for Expenses of a Party Who is Wholly
or Partly Successful. Notwithstanding any other
provision of this Agreement, to the extent that
Indemnitee is, by reason of his Corporate Status, a
party to and is successful, on the merits or otherwise,
in any Proceeding, he shall be indemnified to the
maximum extent permitted by law, as such may be amended
from time to time, against all Expenses actually and
reasonably incurred by him or on his behalf in
connection therewith. If Indemnitee is not wholly
successful in such Proceeding but is successful, on the
merits or otherwise, as to one or more but less than
all claims, issues or matters in such Proceeding, the
Company shall indemnify Indemnitee against all Expenses
actually and reasonably incurred by him or on his
behalf in connection with each successfully resolved
claim, issue or matter. For purposes of this Section
and without limitation, the termination of any claim,
issue or matter in such a Proceeding by dismissal, with
or without prejudice, shall be deemed to be a
successful result as to such claim, issue or matter.
2. Additional Indemnity. In addition to, and without regard to
any limitations on, the indemnification provided for in
Section 1 of this Agreement, the Company shall and hereby
does indemnify and hold harmless Indemnitee against all
Expenses, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by him or on his
behalf if, by reason of his Corporate Status, he is, or is
threatened to be made, a party to or participant in any
Proceeding (including a Proceeding by or in the right of the
Company), including, without limitation, all liability
arising out of the negligence or active or passive
wrongdoing of Indemnitee. The only limitation that shall
exist upon the Company's obligations pursuant to this
Agreement shall be that the Company shall not be obligated
to make any payment to Indemnitee that is finally determined
(under the procedures, and subject to the presumptions, set
forth in Sections 5 and 6 hereof) to be unlawful.
3. Contribution. If the indemnification provided in Sections 1
and 2 is unavailable and may not be paid to Indemnitee, then
in respect of any threatened, pending or completed action,
suit or proceeding in which the Company is jointly liable
with Indemnitee (or would be if joined in such action, suit
or proceeding), the Company 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 the Company 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 the Company 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 the Company 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. The Company agrees that it
would not be just and equitable if contribution pursuant to
this Section 3 were determined by pro rata allocation or any
other method of allocation that does not take account of the
foregoing equitable considerations.
4. Advancement of Expenses. Notwithstanding any other provision
of this Agreement, the Company shall advance all Expenses
incurred by or on behalf of Indemnitee in connection with
any Proceeding by reason of Indemnitee's Corporate Status
within 10 days after the receipt by the Company of a
statement or statements from Indemnitee requesting such
advance or advances from time to time, whether prior to or
after final disposition of such Proceeding. Such statement
or statements shall reasonably evidence the Expenses
incurred by Indemnitee and shall include or be preceded or
accompanied by an undertaking by or on behalf of Indemnitee
to repay any Expenses advanced if it shall ultimately be
determined that Indemnitee is not entitled to be indemnified
against such Expenses. Any advances and undertakings to
repay pursuant to this Section 4 shall be unsecured and
interest free.
5. Procedures and Presumptions for Determination of Entitlement
to Indemnification. It is the intent of this Agreement to
secure for Indemnitee rights of indemnity that are as
favorable as may be permitted under the Delaware General
Corporation Law and public policy of the State of Delaware.
Accordingly, the parties agree that the following procedures
and presumptions shall apply in the event of any question as
to whether Indemnitee is entitled to indemnification under
this Agreement.
(a) To obtain indemnification under this Agreement,
Indemnitee shall submit to the Company a written
request, including therein or therewith such
documentation and information as is reasonably
available to Indemnitee and is reasonably necessary to
determine whether and to what extent Indemnitee is
entitled to indemnification. The Secretary of the
Company shall, promptly upon receipt of such a request
for indemnification, advise the Board of Directors in
writing that Indemnitee has requested indemnification.
(b) Upon written request by Indemnitee for indemnification
pursuant to the first sentence of Section 5(a) hereof,
a determination, if required by applicable law, with
respect to Indemnitee's entitlement thereto shall be
made in the specific case by one of the following
methods (unless ordered by a court), which shall be at
the election of the board: (1) by a majority vote of
the disinterested directors, even though less than a
quorum, by a committee of disinterested directors
designated by a majority vote of the disinterested
directors, even though less than a quorum, (2) if there
are no disinterested directors or if the disinterested
directors so direct, by independent legal counsel in a
written opinion to the Board of Directors, a copy of
which shall be delivered to the Indemnitee, or (3) if
so directed by the Board of Directors, by the
stockholders of the Company. For purposes hereof,
disinterested directors are those members of the board
of directors of the Company who are not parties to the
action, suit or proceeding in respect of which
indemnification is sought by Indemnitee.
(c) If the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to
Section 5(b) hereof, the Independent Counsel shall be
selected as provided in this Section 5(c). The
Independent Counsel shall be selected by the Board of
Directors and shall be reasonably acceptable to
Indemnitee. The Company shall pay any and all
reasonable fees and expenses of Independent Counsel
incurred by such Independent Counsel in connection with
acting pursuant to Section 5(b) hereof, and the Company
shall pay all reasonable fees and expenses incident to
the procedures of this Section 5(c), regardless of the
manner in which such Independent Counsel was selected
or appointed.
(d) In making a determination with respect to entitlement
to indemnification hereunder, the person or persons or
entity making such determination shall presume that
Indemnitee is entitled to indemnification under this
Agreement. Anyone seeking to overcome this presumption
shall have the burden of proof and the burden of
persuasion by clear and convincing evidence.
(e) If the person, persons or entity empowered or selected
under Section 5 to determine whether Indemnitee is
entitled to indemnification shall not have made a
determination within sixty (60) days after receipt by
the Company of the request therefor, the requisite
determination of entitlement to indemnification shall
be deemed to have been made and Indemnitee shall be
entitled to such indemnification absent (i) a
misstatement by Indemnitee of a material fact, or an
omission of a material fact necessary to make
Indemnitee's statement not materially misleading, in
connection with the request for indemnification, or
(ii) a prohibition of such indemnification under
applicable law; provided, however, that such 60-day
period may be extended for a reasonable time, not to
exceed an additional thirty (30) days, if the person,
persons or entity making such determination with
respect to entitlement to indemnification in good faith
requires such additional time to obtain or evaluate
documentation and/or information relating thereto.
(f) Indemnitee shall cooperate with the person, persons or
entity making such determination with respect to
Indemnitee's entitlement to indemnification, including
providing to such person, persons or entity upon
reasonable advance request any documentation or
information which is not privileged or otherwise
protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to
such determination. Any Independent Counsel, member of
the Board of Directors or stockholder of the Company
shall act reasonably and in good faith in making a
determination regarding the Indemnitee's entitlement to
indemnification under this Agreement.
(g) The Company acknowledges that a settlement or other
disposition short of final judgment may be successful
if it permits a party to avoid expense, delay,
distraction, disruption and uncertainty. In the event
that any action, claim or proceeding to which
Indemnitee is a party is resolved in any manner other
than by adverse judgment against Indemnitee (including,
without limitation, settlement of such action, claim or
proceeding with or without payment of money or other
consideration) it shall be presumed that Indemnitee has
been successful on the merits or otherwise in such
action, suit or proceeding. Anyone seeking to overcome
this presumption shall have the burden of proof and the
burden of persuasion by clear and convincing evidence.
(h) The termination of any Proceeding or of any claim,
issue or matter therein, by judgment, order, settlement
or conviction, or upon a plea of nolo contendere or its
equivalent, shall not (except as otherwise expressly
provided in this Agreement) of itself adversely affect
the right of Indemnitee to indemnification or 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,
with respect to any criminal Proceeding, that
Indemnitee had reasonable cause to believe that his
conduct was unlawful.
6. Remedies of Indemnitee.
(a) In the event that (i) a determination is made pursuant
to Section 5 of this Agreement that Indemnitee is not
entitled to indemnification under this Agreement, (ii)
advancement of Expenses is not timely made pursuant to
Section 4 of this Agreement, (iii) no determination of
entitlement to indemnification is made within the
timeframe provided in Section 5, (iv) payment of
indemnification is not made pursuant to this Agreement
within ten (10) days after receipt by the Company of a
written request therefor or (v) payment of
indemnification is not made within ten (10) days after
a determination has been made that Indemnitee is
entitled to indemnification or such determination is
deemed to have been made pursuant to Section 5 of this
Agreement, Indemnitee shall be entitled to an
adjudication in an appropriate court of the State of
Delaware, or in any other court of competent
jurisdiction, of Indemnitee's entitlement to such
indemnification. Indemnitee shall commence such
proceeding seeking an adjudication within 180 days
following the date on which Indemnitee first has the
right to commence such proceeding pursuant to this
Section 6(a). The Company shall not oppose Indemnitee's
right to seek any such adjudication.
(b) In the event that a determination shall have been made
pursuant to Section 5 of this Agreement that Indemnitee
is not entitled to indemnification, any judicial
proceeding commenced pursuant to this Section 6 shall
be conducted in all respects as a de novo trial on the
merits, and Indemnitee shall not be prejudiced by
reason of the adverse determination under Section 5.
(c) The Company shall be precluded from asserting in any
judicial proceeding commenced pursuant to this Section
6 that the procedures and presumptions of this
Agreement are not valid, binding and enforceable and
shall stipulate in any such court that the Company is
bound by all the provisions of this Agreement.
(d) Notwithstanding anything in this Agreement to the
contrary, no determination as to entitlement to
indemnification under this Agreement shall be required
to be made prior to the final disposition of the
Proceeding.
7. Non-Exclusivity; Survival of Rights; Insurance; Subrogation
(a) The rights of indemnification as provided by this
Agreement shall not be deemed exclusive of any other
rights to which Indemnitee may at any time be entitled
under applicable law, the certificate of incorporation
of the Company, the Bylaws, any agreement, a vote of
stockholders, a resolution of directors or otherwise.
No amendment, alteration or repeal of this Agreement or
of any provision hereof shall limit or restrict any
right of Indemnitee under this Agreement in respect of
any action taken or omitted by such Indemnitee in his
Corporate Status prior to such amendment, alteration or
repeal. To the extent that a change in the Delaware
General Corporation Law, whether by statute or judicial
decision, permits greater indemnification than would be
afforded currently under the certificate of
incorporation, Bylaws and this Agreement, it is the
intent of the parties hereto that Indemnitee shall
enjoy by this Agreement the greater benefits so
afforded by such change. No right or remedy herein
conferred is intended to be exclusive of any other
right or remedy, and every other right and remedy shall
be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion
or employment of any other right or remedy.
(b) To the extent that the Company maintains an insurance
policy or policies providing liability insurance for
directors, officers, employees, or agents or
fiduciaries of the Company or of any other corporation,
partnership, joint venture, trust, employee benefit
plan or other enterprise that such person serves at the
request of the Company, Indemnitee shall be covered by
such policy or policies in accordance with its or their
terms to the maximum extent of the coverage available
for any director, officer, employee, agent or fiduciary
under such policy or policies. If, at the time of the
receipt of a notice of a claim pursuant to the terms
hereof, the Company has director and officer liability
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 such
insurers to pay, on behalf of the Indemnitee, all
amounts payable as a result of such proceeding in
accordance with the terms of such policies.
(c) In the event of any 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 papers required and take all
action necessary to secure such rights, including
execution of such documents as are necessary to enable
the Company to bring suit to enforce such rights.
(d) The Company shall not be liable under this Agreement to
make any payment of amounts otherwise indemnifiable
hereunder if and to the extent that Indemnitee has
otherwise actually received such payment under any
insurance policy, contract, agreement or otherwise.
8. Exception to Right of Indemnification. Notwithstanding any
provision in this Agreement, the Company shall not be
obligated under this Agreement to make any indemnity in
connection with any claim made against Indemnitee:
(a) for an accounting of profits made from the purchase and
sale (or sale and purchase) by Indemnitee of securities
of the Company within the meaning of Section 16(b) of
the Securities Exchange Act of 1934, as amended, or
similar provisions of state statutory law or common
law; or
(b) in connection with any Proceeding (or any part of any
Proceeding) initiated by Indemnitee, including any
Proceeding (or any part of any Proceeding) initiated by
Indemnitee against the Company or its directors,
officers, employees or other indemnitees, unless (i)
the Board of Directors of the Company authorized the
Proceeding (or any part of any Proceeding) prior to its
initiation or (ii) the Company provides the
indemnification, in its sole discretion, pursuant to
the powers vested in the Company under applicable law.
9. Duration of Agreement. All agreements and obligations of the
Company contained herein shall continue during the period
Indemnitee is an officer or director of the Company (or is
or was serving at the request of the Company as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise) and
shall continue thereafter so long as Indemnitee shall be
subject to any Proceeding (or any proceeding commenced under
Section 6 hereof) by reason of his Corporate Status, whether
or not he is acting or serving in any such capacity at the
time any liability or expense is incurred for which
indemnification can be provided under this Agreement. This
Agreement shall be binding upon and inure to the benefit of
and be enforceable by the parties hereto and their
respective successors (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), assigns, spouses, heirs, executors and personal
and legal representatives.
10. Enforcement.
(a) The Company expressly confirms and agrees that it has
entered into this Agreement and assumes the obligations
imposed on it hereby in order to induce Indemnitee to
serve as an officer or director of the Company, and the
Company acknowledges that Indemnitee is relying upon
this Agreement in serving as an officer or director of
the Company.
(b) This Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and
understandings, oral, written and implied, between the
parties hereto with respect to the subject matter
hereof.
11. Definitions. For purposes of this Agreement.
(a) "Corporate Status" describes the status of a person who
is or was a director, officer, employee, agent or
fiduciary of the Company or of any other corporation,
partnership, joint venture, trust, employee benefit
plan or other enterprise that such person is or was
serving at the express written request of the Company.
(b) "Disinterested Director" means a director of the
Company who is not and was not a party to the
Proceeding in respect of which indemnification is
sought by Indemnitee.
(c) "Expenses" shall include all reasonable attorneys'
fees, retainers, court costs, transcript costs, fees of
experts, witness fees, travel expenses, duplicating
costs, printing and binding costs, telephone charges,
postage, delivery service fees and all other
disbursements or expenses of the types customarily
incurred in connection with prosecuting, defending,
preparing to prosecute or defend, investigating,
participating, or being or preparing to be a witness in
a Proceeding. Expenses also shall include Expenses
incurred in connection with any appeal resulting from
any Proceeding, including without limitation the
premium, security for, and other costs relating to any
cost bond, supersede as bond, or other appeal bond or
its equivalent. Expenses, however, shall not include
amounts paid in settlement by Indemnitee or the amount
of judgments or fines against Indemnitee.
(d) "Independent Counsel" means a law firm, or a member of
a law firm, that is experienced in matters of
corporation law and neither presently is, nor in the
past five years has been, retained to represent: (i)
the Company or Indemnitee in any matter material to
either such party (other than with respect to matters
concerning Indemnitee under this Agreement, or of other
indemnitees under similar indemnification agreements),
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 rights under this
Agreement. The Company agrees to pay the reasonable
fees of the Independent Counsel referred to above and
to fully indemnify such counsel against any and all
Expenses, claims, liabilities and damages arising out
of or relating to this Agreement or its engagement
pursuant hereto.
(e) "Proceeding" includes any threatened, pending or
completed action, suit, arbitration, alternate dispute
resolution mechanism, investigation, inquiry,
administrative hearing or any other actual, threatened
or completed proceeding, whether brought by or in the
right of the Company or otherwise and whether civil,
criminal, administrative or investigative, in which
Indemnitee was, is or will be involved as a party or
otherwise, by reason of the fact that Indemnitee is or
was an officer or director of the Company, by reason of
any action taken by him or of any inaction on his part
while acting as an officer or director of the Company,
or by reason of the fact that he is or was serving at
the request of the Company as a director, officer,
employee, agent or fiduciary of another corporation,
partnership, joint venture, trust or other enterprise;
in each case whether or not he is acting or serving in
any such capacity at the time any liability or expense
is incurred for which indemnification can be provided
under this Agreement; including one pending on or
before the date of this Agreement, but excluding one
initiated by an Indemnitee pursuant to Section 6 of
this Agreement to enforce his rights under this
Agreement.
12. Severability. The invalidity of unenforceability of any
provision hereof shall in no way affect the validity or
enforceability of any other provision. Without limiting the
generality of the foregoing, this Agreement is intended to
confer upon Indemnitee indemnification rights to the fullest
extent permitted by applicable laws. In the event any
provision hereof conflicts with any applicable law, such
provision shall be deemed modified, consistent with the
aforementioned intent, to the extent necessary to resolve
such conflict.
13. Modification and Waiver. No supplement, modification,
termination 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 provisions
hereof (whether or not similar) nor shall such waiver
constitute a continuing waiver.
14. Notice By Indemnitee. Indemnitee agrees promptly to notify
the Company in writing upon being served with or otherwise
receiving any summons, citation, subpoena, complaint,
indictment, information or other document relating to any
Proceeding or matter which may be subject to indemnification
covered hereunder. The failure to so notify the Company
shall not relieve the Company of any obligation which it may
have to Indemnitee under this Agreement or otherwise unless
and only to the extent that such failure or delay materially
prejudices the Company.
15. Notices. All notices and other communications given or made
pursuant to this Agreement shall be in writing and shall be
deemed effectively given: (a) upon personal delivery to the
party to be notified, (b) when sent by confirmed electronic
mail or facsimile if sent during normal business hours of
the recipient, and if not so confirmed, then on the next
business day, (c) five (5) days after having been sent by
registered or certified mail, return receipt requested,
postage prepaid, or (d) one (1) day after deposit with a
nationally recognized overnight courier, specifying next day
delivery, with written verification of receipt. All
communications shall be sent:
(a) To Indemnitee at the address set forth below Indemnitee
signature hereto.
(b) To the Company at:
NetScout Systems, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000-0000
Attention: Chief Executive Officer
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.
16. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
Agreement. This Agreement may also be executed and delivered
by facsimile signature and in two or more counterparts, each
of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
17. Headings. The headings of the 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.
18. Governing Law and Consent to Jurisdiction. This Agreement
and the legal relations among the parties shall be governed
by, and construed and enforced in accordance with, the laws
of the State of Delaware, without regard to its conflict of
laws rules. The Company and Indemnitee hereby irrevocably
and unconditionally (i) agree that any action or proceeding
arising out of or in connection with this Agreement shall be
brought only in the Chancery Court of the State of Delaware
(the "Delaware Court"), and not in any other state or
federal court in the United States of America or any court
in any other country, (ii) consent to submit to the
exclusive jurisdiction of the Delaware Court for purposes of
any action or proceeding arising out of or in connection
with this Agreement, (iii) appoint, to the extent such party
is not otherwise subject to service of process in the State
of Delaware, irrevocably the Company as its agent in the
State of Delaware as such party's agent for acceptance of
legal process in connection with any such action or
proceeding against such party with the same legal force and
validity as if served upon such party personally within the
State of Delaware, (iv) waive any objection to the laying of
venue of any such action or proceeding in the Delaware
Court, and (v) waive, and agree not to plead or to make, any
claim that any such action or proceeding brought in the
Delaware Court has been brought in an improper or
inconvenient forum.
SIGNATURE PAGE TO FOLLOW
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on and as of the day and year first above written.
NETSCOUT SYSTEMS, INC.
By:
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Name:
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Title:
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INDEMNITEE
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Name:
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Address:
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