Adaptec 2002 Annual Report Download - page 92

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Exhibit 10.4
PMC−SIERRA, INC.
INDEMNIFICATION AGREEMENT
This Indemnification Agreement ("Agreement") is effective as of ______________, 2002 by and between
PMC−Sierra, Inc., a Delaware corporation (the "Company"), and ________________ ("Indemnitee").
WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as
Indemnitee, to serve the Company and its related entities, and has reincorporated into Delaware;
WHEREAS, in order to induce Indemnitee to continue to provide services to the Company, the Company wishes to
provide for the indemnification of, and the advancement of expenses to, Indemnitee to the maximum extent
permitted by law;
WHEREAS, the Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for
the Company's directors, officers, employees, agents and fiduciaries, the significant increases in the cost
of such insurance and the general reductions in the coverage of such insurance;
WHEREAS, the Company and Indemnitee further recognize the substantial increase in corporate litigation in
general, subjecting directors, officers, employees, agents and fiduciaries to expensive litigation risks at
the same time as the availability and coverage of liability insurance has been severely limited; and
WHEREAS, the Company and Indemnitee desire to have in place the additional protection provided by an
indemnification agreement to provide indemnification and advancement of expenses to the Indemnitee to the
maximum extent permitted by Delaware law;
WHEREAS, in view of the considerations set forth above, the Company desires that Indemnitee shall be
indemnified and advanced expenses by the Company as set forth herein;
NOW, THEREFORE, the Company and Indemnitee hereby agree as set forth
below.
1. Certain Definitions.
(a) "Change in Control" shall mean, and shall be deemed to have occurred if, on or after the date of this
Agreement, (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, as amended) or group acting in concert, other than a trustee or other fiduciary holding securities
under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or
indirectly by the stockholders of the Company in substantially the same proportions as their ownership of
stock of the Company, becomes the "beneficial owner" (as defined in Rule 13d−3 under said Act), directly or
indirectly, of securities of the Company representing more than 50% of the total voting power represented by
the Company's then outstanding Voting Securities, (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of Directors of the Company and any new
director whose election by the Board of Directors or nomination for election by the Company's stockholders
was approved by a vote of at least two thirds of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority thereof, (iii) the stockholders of the Company
approve a merger or consolidation of the Company with any other corporation other than a merger or
consolidation which would result in the Voting Securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being converted into Voting
Securities of the surviving entity) at least 80% of the total voting power represented by the Voting
Securities of the Company or such surviving entity outstanding immediately after such merger or
consolidation, or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company
or an agreement for the sale or disposition by the Company of (in one transaction or a series of related
transactions) all or substantially all of the Company's assets.