Adaptec 2002 Annual Report Download - page 99

10. Exceptions. Notwithstanding any other provision of this Agreement,
the Company shall not be obligated pursuant to the terms of this Agreement:
(a) Excluded Action or Omissions. To indemnify or make Expense Advances to Indemnitee with respect to Claims
arising out of acts, omissions or transactions for which Indemnitee is prohibited from receiving
indemnification under applicable law.
(b) Claims Initiated by Indemnitee. To indemnify or make Expense Advances to Indemnitee with respect to
Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim,
except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification
under this Agreement or any other agreement or insurance policy or under the Company's Certificate of
Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific
cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise
required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee
ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as
the case may be.
(c) Lack of Good Faith. To indemnify Indemnitee for any Expenses incurred by the Indemnitee with respect to
any action instituted (i) by Indemnitee to enforce or interpret this Agreement, if a court having
jurisdiction over such action determines as provided in Section 13 that each of the material assertions made
by the Indemnitee as a basis for such action was not made in good faith or was frivolous, or (ii) by or in
the name of the Company to enforce or interpret this Agreement, if a court having jurisdiction over such
action determines as provided in Section 13 that each of the material defenses asserted by Indemnitee in
such action was made in bad faith or was frivolous.
(d) Claims Under Section 16(b). To indemnify Indemnitee for Expenses and the payment of profits arising from
the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange
Act of 1934, as amended, or any similar successor statute.
11. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original.
12. Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of
and be enforceable by the parties hereto and their respective successors, assigns (including any direct or
indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the
business or assets of the Company), spouses, heirs and personal and legal representatives. The Company shall
require and cause any successor (whether direct or indirect, and whether by purchase, merger, consolidation
or otherwise) to all, substantially all, or a substantial part, of the business or assets of the Company, by
written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would be required to perform if no
such succession had taken place. This Agreement shall continue in effect regardless of whether Indemnitee
continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or of
any other enterprise at the Company's request.
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