Adaptec 2002 Annual Report Download - page 100

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13. Expenses Incurred in Action Relating to Enforcement or Interpretation. In the event that any action is
instituted by Indemnitee under this Agreement or under any liability insurance policies maintained by the
Company to enforce or interpret any of the terms hereof or thereof, Indemnitee shall be entitled to be
indemnified for all Expenses incurred by Indemnitee with respect to such action (including without
limitation attorneys' fees), regardless of whether Indemnitee is ultimately successful in such action,
unless as a part of such action a court having jurisdiction over such action makes a final judicial
determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that each of the
material assertions made by Indemnitee as a basis for such action was not made in good faith or was
frivolous; provided, however, that until such final judicial determination is made, Indemnitee shall be
entitled under Section 3 to receive payment of Expense Advances hereunder with respect to such action. In
the event of an action instituted by or in the name of the Company under this Agreement to enforce or
interpret any of the terms of this Agreement, Indemnitee shall be entitled to be indemnified for all
Expenses incurred by Indemnitee in defense of such action (including without limitation costs and expenses
incurred with respect to Indemnitee's counterclaims and cross−claims made in such action), unless as a part
of such action a court having jurisdiction over such action makes a final judicial determination (as to
which all rights of appeal therefrom have been exhausted or lapsed) that each of the material defenses
asserted by Indemnitee in such action was made in bad faith or was frivolous; provided, however, that until
such final judicial determination is made, Indemnitee shall be entitled under Section 3 to receive payment
of Expense Advances hereunder with respect to such action.
14. Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or
in the right of the Company against Indemnitee, Indemnitee's estate, spouse, heirs, executors or personal or
legal representatives after the expiration of two years from the date of accrual of such cause of action,
and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by
the timely filing of a legal action within such two year period; provided, however, that if any shorter
period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern.
15. Notice. All notices and other communications under this Agreement shall be in writing and shall be
deemed duly given (i) if delivered by hand and signed for by the party addressed, on the date of such
delivery, or (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third
business day after the date postmarked. Addresses for notice to either party are as shown on the signature
page of this Agreement, or as subsequently modified by written notice.
16. Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction
of the courts of the State of Delaware for all purposes in connection with any action or proceeding which
arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall
be commenced, prosecuted and continued only in the Court of Chancery of the State of Delaware in and for New
Castle County, which shall be the exclusive and only proper forum for adjudicating such a claim.
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