Adaptec 2002 Annual Report Download - page 93

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(b) "Claim" shall mean with respect to a Covered Event: any threatened, pending or completed action, suit,
proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that
Indemnitee in good faith believes might lead to the institution of any such action, suit, proceeding or
alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other.
(c) References to the "Company" shall include, in addition to PMC−Sierra, Inc., any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or merger to which PMC−Sierra, Inc.
(or any of its wholly owned subsidiaries) is a party which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, employees, agents or fiduciaries, so that
if Indemnitee is or was a director, officer, employee, agent or fiduciary of such constituent corporation,
or is or was serving at the request of such constituent corporation as a director, officer, employee, agent
or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other
enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect
to the resulting or surviving corporation as Indemnitee would have with respect to such constituent
corporation if its separate existence had continued.
(d) "Covered Event" shall mean any event or occurrence related to the fact that Indemnitee is or was a
director, officer, employee, agent or fiduciary of the Company, or any subsidiary of the Company, or 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, or by reason of any action or inaction
on the part of Indemnitee while serving in such capacity.
(e) "Expenses" shall mean any and all expenses (including attorneys' fees and all other costs, expenses and
obligations incurred in connection with investigating, defending, being a witness in or participating in
(including on appeal), or preparing to defend, to be a witness in or to participate in, any action, suit,
proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments, fines,
penalties and amounts paid in settlement (if such settlement is approved in advance by the Company, which
approval shall not be unreasonably withheld) of any Claim and any federal, state, local or foreign taxes
imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement.
2