Exhibit 10.9
(LOGO)HITTITE
MICROWAVE CORPORATION
Xx. Xxxxx Xxxxxxx
0 Xxxxx Xxxxxx
X. Xxxxxxxxx, Xx 00000
July 17, 2002
Re: Director Indemnification Agreement
Dear Xx. Xxxxxxx,
This letter is to outline and clarify the company's agreement with you regarding
indemnification. In accordance with the By Laws of Hittite Microwave Corporation
(the company), Article VII (see attached) and in accordance with Section 145,
General Corporation Law of the State of Delaware, the company shall and will
indemnify each individual serving as a director of the company, in each and
every situation where, the director is a party or threatened as a party, to any
threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative. The company shall make such
indemnification whether obligated, permitted, or empowered. It is understood
that before making such indemnification, the company shall first promptly make a
determination that each director acted in good faith and in the best interest of
the company.
Sincerely,
/s/ Xxxxxx Xxxxxx
(s)Xx. Xxxxxx Xxxxxx
Chairman of the Board of Directors
ATTACHMENT: BY-LAW OF HITTITE MICROWAVE CORPORATION, ARTICLE VII
ARTICLE VII. INDEMNIFICATION.
Reference is made to Section 145 and any other relevant provisions of
the General Corporation Law of the State of Delaware. Particular reference is
made to the class of persons, hereinafter called "Indemnities", who may be
indemnified by a Delaware corporation pursuant to the provisions of such Section
145, namely, any person, or the heirs, executors, or administrators of such
person, who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that such
person is or was a director, officer, employee, or agent of such corporation or
is or was serving at the request of such corporation as a director, officer,
employee, or agent of such corporation or is or was serving at the request of
such corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise. The
Corporation shall, and is hereby obligated to, indemnify the Indemnitees, and
each of them, in each and every situation where the Corporation is obligated to
make such indemnification pursuant to the aforesaid statutory provisions. The
Corporation shall indemnify the Indemnitees, and each of them, in each and every
situation where, under the aforesaid statutory provisions, the Corporation is
not obligated, but is nevertheless permitted or empowered, to make such
indemnification, it being understood that, before making such indemnification
with respect to any situation covered under this sentence, (i) the Corporation
shall promptly make or cause to be made, by any of the methods referred to in
Subsection (d) of such Section 145, a determination as to whether each
Indemnitee acted in good faith and in a manner he reasonably believed to be in,
or not opposed to, the best interests of the Corporation, and, in the case of
any criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful, and (ii) that no such indemnification shall be made unless
it is determined that such Indemnitee acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and, in the case of any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful.
