EMC 2002 Annual Report Download - page 95

permissible, indemnify the Indemnitee against all liabilities and expenses,
including amounts paid in satisfaction of judgments, in compromise or as fines
and penalties, and counsel fees, reasonably incurred by the Indemnitee in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, in which the Indemnitee may be involved
or with which the Indemnitee may be threatened, while in office or thereafter,
by reason of the Indemnitee being or having been a director or officer of the
Company, except with respect to any matter as to which the Indemnitee shall have
been adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that the Indemnitee's action was in the best interests of the
Company (the Indemnitee serving another organization at the request of the
Company as director, officer or trustee, provided the Indemnitee shall have
acted in good faith in the reasonable belief that the Indemnitee's action was in
the best interests of such other organization, to be deemed as having acted in
such manner with respect to the Company) or, to the extent that such matter
relates to service with respect to any employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit plan;
provided, however, that as to any matter disposed of by a compromise payment by
the Indemnitee, pursuant to a consent decree or otherwise, no indemnification
either for said payment or for any other expenses shall be provided unless such
compromise shall be approved as in the best interests of the Company, after
notice that it involves such indemnification: (i) by a disinterested majority of
the directors then in office; or (ii) by a majority of the disinterested
directors then in office, provided that there has been obtained an opinion in
writing of independent legal counsel to the effect that the Indemnitee appears
to have acted in good faith in the reasonable belief that the Indemnitee's
action was in the best interests of the Company; or (iii) by the holders of a
majority of the outstanding stock at the time entitled to vote for directors,
voting as a single class, exclusive of any stock owned by any interested
director or officer.
(b) If so requested by the Indemnitee in writing, the Company shall
promptly advance (but in no event more than five (5) business days after
receiving such request) any and all expenses, including counsel fees, reasonably
incurred by the Indemnitee in connection with the defense or disposition of any
such action, suit or other proceeding ("Expenses"), to the Indemnitee (an
"Expense Advance") upon receipt by the Company of an undertaking by the
Indemnitee in form reasonably satisfactory to the Company to repay the Expense
Advance if the Indemnitee shall be adjudicated not to be entitled to
indemnification in accordance with the provisions of the Massachusetts Business
Corporation Law and the By-Laws.
2. Liability for Other Expenses. The Company shall be liable to and shall
pay the Indemnitee for any and all expenses (including attorneys' fees) which
are reasonably incurred by the Indemnitee in connection with any action brought
by the Indemnitee for (i) indemnification or advance payment of Expenses by the
Company under this Agreement or any other agreement or By-law now or hereafter
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