Adaptec 2002 Annual Report Download - page 96

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(e) Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section
10 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, in defense of any Claim, Indemnitee shall be
indemnified against all Expenses incurred by Indemnitee in connection therewith.
3. Expense Advances.
(a) Obligation to Make Expense Advances. Upon receipt of a written undertaking by or on behalf of the
Indemnitee to repay such amounts if it shall ultimately be determined that the Indemnitee is not entitled to
be indemnified therefore by the Company hereunder under applicable law, the Company shall make Expense
Advances to Indemnitee.
(b) Form of Undertaking. Any obligation to repay any Expense Advances hereunder pursuant to a written
undertaking by the Indemnitee shall be unsecured and no interest shall be charged thereon.
(c) Determination of Reasonable Expense Advances. The parties agree that for the purposes of any Expense
Advance for which Indemnitee has made written demand to the Company in accordance with this Agreement, all
Expenses included in such Expense Advance that are certified by affidavit of Indemnitee's counsel as being
reasonable, shall be presumed conclusively to be reasonable.
4. Procedures for Indemnification and Expense Advances.
(a) Timing of Payments. All payments of Expenses (including without limitation Expense Advances) by the
Company to the Indemnitee pursuant to this Agreement shall be made to the fullest extent permitted by law as
soon as practicable after written demand by Indemnitee therefor is presented to the Company, but in no event
later than 30 business days after such written demand by Indemnitee is presented to the Company, except in
the case of Expense Advances, which shall be made no later than 10 business days after such written demand
by Indemnitee is presented to the Company.
(b) Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee's right to be
indemnified or Indemnitee's right to receive Expense Advances under this Agreement, give the Company notice
in writing as soon as practicable of any Claim made against Indemnitee for which indemnification will or
could be sought under this Agreement. Notice to the Company shall be directed to the Chief Executive Officer
of the Company at the address shown on the signature page of this Agreement (or such other address as the
Company shall designate in writing to Indemnitee). In addition, Indemnitee shall give the Company such
information and cooperation as it may reasonably require and as shall be within Indemnitee's power.
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