Adaptec 2002 Annual Report Download - page 94

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(f) "Expense Advance" shall mean a payment to Indemnitee pursuant to Section 3 of Expenses in advance of the
settlement of or final judgement in any action, suit, proceeding or alternative dispute resolution
mechanism, hearing, inquiry or investigation which constitutes a Claim.
(g) "Independent Legal Counsel" shall mean an attorney or firm of attorneys, selected in accordance with the
provisions of Section 2(d) hereof, who shall not have otherwise performed services for the Company or
Indemnitee within the last three years (other than with respect to matters concerning the rights of
Indemnitee under this Agreement, or of other Indemnitees under similar indemnity agreements).
(h) References to "other enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to
"serving at the request of the Company" shall include any service as a director, officer, employee, agent or
fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee,
agent or fiduciary with respect to an employee benefit plan, its participants or its beneficiaries; and if
Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a
manner "not opposed to the best interests of the Company" as referred to in this Agreement.
(i) "Reviewing Party" shall mean, subject to the provisions of Section 2(d), any person or body appointed by
the Board of Directors in accordance with applicable law to review the Company's obligations hereunder and
under applicable law, which may include a member or members of the Company's Board of Directors, Independent
Legal Counsel or any other person or body not a party to the particular Claim for which Indemnitee is
seeking indemnification.
(j) "Section" refers to a section of this Agreement unless otherwise
indicated.
(k) "Voting Securities" shall mean any securities of the Company that
vote generally in the election of directors.
2. Indemnification.
(a) Indemnification of Expenses. Subject to the provisions of Section 2(b) below, the Company shall
indemnify Indemnitee for Expenses to the fullest extent permitted by law if Indemnitee was or is or becomes
a party to or witness or other participant in, or is threatened to be made a party to or witness or other
participant in, any Claim (whether by reason of or arising in part out of a Covered Event), including all
interest, assessments and other charges paid or payable in connection with or in respect of such Expenses.
3