Adaptec 2011 Annual Report Download - page 108

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EXHIBIT A
to the Executive Employment Agreement of Gregory Lang
PMC-SIERRA, INC.
INDEMNIFICATION AGREEMENT
THIS AGREEMENT is entered into by and between PMC-Sierra, a Delaware corporation (the "Company"), and Gregory Lang ("Indemnitee") effective as of
Indemnitee's Start Date as identified in the Executive Employment Agreement.
WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;
WHEREAS, Indemnitee is a director and/or officer of the Company;
WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims currently being asserted against directors and
officers of corporations;
WHEREAS, the Certificate of Incorporation and Bylaws of the Company require the Company to indemnify and advance expenses to its directors and
officers to the fullest extent permitted under Delaware law, and the Indemnitee has been serving and continues to serve as a director and/or officer of the
Company in part in reliance on the Company's Certificate of Incorporation and Bylaws; and
WHEREAS, in recognition of Indemnitee's need for (i) substantial protection against personal liability based on Indemnitee's reliance on the aforesaid
Certificate of Incorporation and Bylaws, (ii) specific contractual assurance that the protection promised by the Certificate of Incorporation and Bylaws will be
available to Indemnitee (regardless of, among other things, any amendment to or revocation of the Certificate of Incorporation and Bylaws or any change in
the composition of the Company's Board of Directors or acquisition transaction relating to the Company), and (iii) an inducement to provide effective services
to the Company as a director and/or officer, the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to
Indemnitee to the fullest extent (whether partial or complete) permitted under Delaware, California or United States law and as set forth in this Agreement,
and, to the extent insurance is maintained, to provide for the continued coverage of Indemnitee under the Company's directors' and officers' liability insurance
policies.
NOW, THEREFORE, in consideration of the above premises and of Indemnitee continuing to serve the Company directly or, at its request, with another
enterprise, and intending to be legally bound hereby, the parties agree as follows:
1. Certain Definitions:
(a) Board: the Board of Directors of the Company.
(b) Affiliate: any corporation or other person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under
common control with, the person specified.
A-1