Adaptec 2002 Annual Report Download - page 95

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(b) Review of Indemnification Obligations. Notwithstanding the foregoing, in the event any Reviewing Party
shall have determined (in a written opinion, in any case in which Independent Legal Counsel is the Reviewing
Party) that Indemnitee is not entitled to be indemnified hereunder under applicable law, (i) the Company
shall have no further obligation under Section 2(a) to make any payments to Indemnitee not made prior to
such determination by such Reviewing Party, and (ii) the Company shall be entitled to be reimbursed by
Indemnitee (who hereby agrees to reimburse the Company) for all Expenses theretofore paid to Indemnitee to
which Indemnitee is not entitled hereunder under applicable law; provided, however, that if Indemnitee has
commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a
determination that Indemnitee is entitled to be indemnified hereunder under applicable law, any
determination made by any Reviewing Party that Indemnitee is not entitled to be indemnified hereunder under
applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any
Expenses theretofore paid in indemnifying Indemnitee until a final judicial determination is made with
respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee's
obligation to reimburse the Company for any Expenses shall be unsecured and no interest shall be charged
thereon.
(c) Indemnitee Rights on Unfavorable Determination; Binding Effect. If any Reviewing Party determines that
Indemnitee substantively is not entitled to be indemnified hereunder in whole or in part under applicable
law, Indemnitee shall have the right to commence litigation seeking an initial determination by the court or
challenging any such determination by such Reviewing Party or any aspect thereof, including the legal or
factual bases therefor, and, subject to the provisions of Section 15, the Company hereby consents to service
of process and to appear in any such proceeding. Absent such litigation, any determination by any Reviewing
Party shall be conclusive and binding on the Company and Indemnitee.
(d) Selection of Reviewing Party; Change in Control. If there has not been a Change in Control, any
Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control,
any Reviewing Party with respect to all matters thereafter arising concerning the rights of Indemnitee to
indemnification of Expenses under this Agreement or any other agreement or under the Company's Certificate
of Incorporation or Bylaws as now or hereafter in effect, or under any other applicable law, if desired by
Indemnitee, shall be Independent Legal Counsel selected by Indemnitee and approved by the Company (which
approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written
opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be entitled to be
indemnified hereunder under applicable law and the Company agrees to abide by such opinion. The Company
agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully
such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages
arising out of or relating to this Agreement or its engagement pursuant hereto. Notwithstanding any other
provision of this Agreement, the Company shall not be required to pay Expenses of more than one Independent
Legal Counsel in connection with all matters concerning a single Indemnitee, and such Independent Legal
Counsel shall be the Independent Legal Counsel for any or all other Indemnitees unless (i) the employment of
separate counsel by one or more Indemnitees has been previously authorized by the Company in writing, or
(ii) an Indemnitee shall have provided to the Company a written statement that such Indemnitee has
reasonably concluded that there may be a conflict of interest between such Indemnitee and the other
Indemnitees with respect to the matters arising under this Agreement.
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