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Title: |
Indemnification Agreement |
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Entities: |
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Date: |
2004 |
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Size: |
42KB total |
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Price: |
$49 |
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ID: |
#1425475 |
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INDEMNIFICATION AGREEMENT
Dated as of
By and Between
Cambridge Display Technology, Inc.
and
TABLE OF CONTENTS
| 1. | INDEMNIFICATION | 1 | ||||
| a. | Third Party Proceedings | 1 | ||||
| b. | Review of Indemnification Obligations | 2 | ||||
| c. | The Indemnitees Rights on Unfavorable Determination; Binding Effect | 2 | ||||
| d. | Selection of Independent Legal Counsel; Change of Control | 2 | ||||
| e. | Mandatory Payment of Expenses | 3 | ||||
| f. | For purposes of this Agreement, the following terms shall have the following meanings: | 3 | ||||
| 2. | AGREEMENT TO SERVE | 4 | ||||
| 3. | EXPENSES; INDEMNIFICATION PROCEDURE | 5 | ||||
| a. | Advancement of Expenses | 5 | ||||
| b. | Notice/Cooperation by the Indemnitee | 5 | ||||
| c. | Procedure | 6 | ||||
| d. | No Presumptions; Burden of Proof | 6 | ||||
| e. | Notice to Insurers | 7 | ||||
| f. | Selection of Counsel; Defense of Claim | 7 | ||||
| g. | Settlement by Indemnitee | 7 | ||||
| 4. | ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY | 8 | ||||
| a. | Scope | 8 | ||||
| b. | Nonexclusivity | 8 | ||||
| 5. | PARTIAL INDEMNIFICATION | 8 | ||||
| 6. | MUTUAL ACKNOWLEDGEMENT | 8 | ||||
| 7. | DIRECTORS AND OFFICERS LIABILITY INSURANCE | 9 | ||||
| 8. | SEVERABILITY | 9 | ||||
| 9. | LIMITATION OF LIABILITY AS A DIRECTOR | 10 | ||||
| 10. | EXCEPTIONS | 10 | ||||
| a. | Claims Initiated by the Indemnitee | 10 | ||||
| b. | Lack of Good Faith | 10 | ||||
| c. | Insured Claims | 11 | ||||
| d. | Claims Under Section 16(b) | 11 | ||||
| 11. | CONSTRUCTION OF CERTAIN PHRASES | 11 | ||||
| 12. | COUNTERPARTS | 12 | ||||
| 13. | SUCCESSORS AND ASSIGNS | 12 | ||||
| 14. | ATTORNEYS FEES | 12 | ||||
| 15. | NOTICE | 12 | ||||
| 16. | CONSENT TO JURISDICTION | 13 | ||||
| 17. | CHOICE OF LAW | 13 | ||||
i
| 18. | PERIOD OF LIMITATIONS | 13 | ||
| 19. | SUBROGATION | 13 | ||
| 20. | EFFECTIVE DATE | 13 | ||
| 21. | AMENDMENT AND TERMINATION | 14 | ||
| 22. | INTEGRATION AND ENTIRE AGREEMENT | 14 |
ii
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (Agreement) is made as of this day of , , by and among Cambridge Display Technology, Inc., a Delaware corporation (the Indemnitor), and (the Indemnitee).
WHEREAS, the Indemnitor and the Indemnitee recognize the significant cost of directors liability insurance and the general reductions in the coverage of such insurance;
WHEREAS, the Indemnitor and the Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting officers and directors to expensive litigation risks at the same time as the coverage of directors and officers liability insurance has been limited; and
WHEREAS, the Indemnitor desires to attract and retain the services of highly qualified individuals, such as the Indemnitee, to serve as officers and directors of the Indemnitor and its subsidiaries, and to indemnify its and its subsidiaries officers and directors so as to provide them with the maximum protection permitted by law.
NOW, THEREFORE, in consideration for the Indemnitees services as an officer and/or a director of the Indemnitor, the Indemnitor and the Indemnitee hereby agree as follows:
| 1. | Indemnification. |
a. Third Party Proceedings. Subject to Section 1(b), the Indemnitor shall indemnify the Indemnitee to the fullest extent permitted by law if the Indemnitee is or was a party or is threatened to be made a party to, or is or was a witness or other participant in, any threatened, pending or completed investigation, action, suit, proceeding or any alternative dispute resolution (ADR) mechanism, whether civil, criminal, administrative or investigative, by reason of the fact that the Indemnitee is or was a director (including, without limitation, a member of any committee of the Board of Directors, including any special committee of the Board of Directors), officer, employee or agent, or serves or served in any similar position, of the Indemnitor or any of its subsidiaries, or any predecessor thereof, or by reason of the fact that the Indemnitee is or was serving at the request of the Indemnitor or any of its subsidiaries as a director (including, without limitation, as a member of any committee of the Board of Directors, including any special committee of the Board of Directors), officer, employee or agent, or serves or served in any similar position, of another corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, or any predecessor thereof, including service with respect to an employee benefit plan, against expenses (including attorneys fees), judgments, fines and amounts paid in settlement incurred by the
Indemnitee in connection with such investigation, action, suit, proceeding or ADR mechanism.
b. Review of Indemnification Obligations. Notwithstanding the foregoing, in the event any Independent Legal Counsel (as herein defined) shall have determined, in a written opinion, that there is no reasonable basis for the position that the Indemnitee is entitled to be indemnified hereunder under applicable law, (i) the Indemnitor shall have no further obligation under Section 1(a) to make any payments to the Indemnitee not made prior to such determination by such Independent Legal Counsel and (ii) the Indemnitor shall be entitled to be reimbursed by the Indemnitee (who hereby agrees to reimburse the Indemnitor) for all expenses (including attorneys fees), judgments, fines and penalties theretofore paid by the Indemnitor to the Indemnitee to which the Indemnitee is not entitled hereunder under applicable law; provided, however, that if the Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that the Indemnitee is entitled to be indemnified hereunder under applicable law, any determination made by any Independent Legal Counsel that there is no reasonable basis for the position that the Indemnitee is entitled to be indemnified hereunder under applicable law shall not be binding, the Indemnitor shall continue to be obligated under Section 1(a) to make payments to the Indemnitee, and the Indemnitee shall not be required to reimburse the Indemnitor for any expenses (including attorneys fees), judgments, fines and penalties theretofore paid in indemnifying the Indemnitee, until a final judicial determination is made that the Indemnitee is not entitled to be indemnified hereunder under applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed). The Indemnitees obligation to reimburse the Indemnitor for any expenses (including attorneys fees), judgments, fines and penalties shall be unsecured, and no interest shall be charged thereon.
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