§17.116PROXY STATEMENTS:STRATEGY & FORMS
17-192 © 1990 Jefren Publishing Company, Inc.
The Indemnification Agreements impose upon the Company, if a Change of Control has occurred, t he
burden of proving that the director, officer or other agent is not entitled to indemnifica tion in any particular
case, and the Indemnification Agreements negate certain presumptions which might otherwi se be drawn against
a director, officer or other agent in connection with the termination of actions in certain circumstances. The
Indemnification Agreements also provide that a director’s, officer’s or other agent’s rights the reunder are not
exclusive of any other rights he or she may have under California law, directors’ and officers’ liability
insurance, the Articles of Incorporation, the Bylaws of the Company or otherwise; however, the Indemni fication
Agreements do prevent double payment. Notwithstanding the above discussion, all terms and rights under the
Indemnification Agreements exist only to the extent permitted by applicable law. There is not to the knowledge
of the Company any threatened or pending action that might result in claims of inde mnification under the
Indemnification Agreements.
California law does not require that shareholder approval be obtained in order to enter int o the
Indemnfication Agreements. The Board of Directors of the Company is seeking shareholder approval, howe ver,
because each of the directors and officers is potentially benefitted by such agree ments and, therefore, has an
inherent conflict of interest with regard thereto. Shareholder approval of the Indemnificati on Agreements may
not prevent a shareholder from later seeking to challenge the Agreements. Although the B oard of Directors
cannot determine in advance its position with respect to any challenge of the enforce ability of the
Indemnification Agreements by its shareholders, it may assert shareholder approval of such Indemnifi cation
Agreements as a defense. If the Indemnification Agreements are not approved by the shareholders, the Board
will reconsider whether the Indemnification Agreements should be entered into.
The affirmative vote of the holders of a majority of the outstanding shares of Common Stoc k of the
Company entitled to vote at the Annual Meeting is required for approval of the form of and a uthorization to
enter into the Indemnification Agreements with the Company’s directors and officers and other persons as
designated from time to time by the Board of Directors.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THIS
PROPOSAL. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED FOR THIS
PROPOSAL UNLESS A VOTE AGAINST THE PROPOSAL OR AN ABSTENTION IS SPECIFICALLY
INDICATED.
APPENDIX A
FORM OF INDEMNIFICATION AGREEMENT
This Indemnification Agreement dated as of this day of , 198
(“Agreement”), is made and entered into by and between Kyle Technology Corporation, a Ca lifornia
corporation (“Company”), and (“Indemnitee”):
RECITALS
A. Competent and experienced persons are becoming increasingly reluctant to serve public ly-held
corporations as directors, officers, or in other capacities unless they are provided with adequat e protection
through liability insurance or adequate indemnification against inordinate risks of clai ms and actions
against them arising out of their service to the corporation; and
B. The current unavailability, inadequacy, and extraordinary cost of adequate insurance and the
uncertainties relating to indemnification have increased the difficulty of attra cting and retaining such
persons; and
C. The Board of Directors of the Company [the “Board”) has determined that the inabili ty to
attract and retain such persons is detrimental to the best interests of the Compa ny’s shareholders and that
the Company should act to assure such persons that there will be increased certainty of such protection in
the future; and
INDEMNIFICATION§17.116
September 1990 17-193A
D. Sections 204(a)(ii) and 317 of the California Corporations Code and the Articles of
Incorporation and Bylaws of the Company empower the Company to idemnify its officers, di rectors,
employees and agents by agreement and to idemnify persons who serve, at the request of the Company, as
directors, officers, employees, or agents of other corporations or enterprises, and Section 317 expressly
provides that the indemnification provided therein is not exclusive; and
E. It is reasonable, prudent and necessary for the Company contractually to obligate it self to
indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue
to serve the Company free from undue concern that they will not be so indemnified; and
F. Indemnitee is willing to serve, or continue to serve and to take on additional servic e for or on
behalf of the Company on the condition that he be so indemnified;
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, t he Company
and Indemnitee do hereby covenant and agree as follows:
1.Definitions. For purposes of this Agreement:
(a) “Change of Control” means a change in control of the Company occurring after the Effe ctive Date
of a nature that would be required to be reported in response to Item I of the Current Re port on Form 8-K (or in
response to any similar item on any similar schedule or form) promulgated under the Securit ies Exchange Act
of 1934 (the “Act”), whether or not the Company is then subject to such reporting requirement; provided,
however, that, without limitation, such a Change of Control shall be deemed to have occurred if after the
Effective Date (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Act) is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company
representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding
securities without the prior approval of at least two-thirds of the members of the Board of Directors in office
immediately prior to such person attaining such percentage; (ii) the Company is a party to a merger,
consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of
the Board of Directors in office immediately prior to such transaction or event consti tute less than a majority of
the Board of Directors thereafter; or (iii) during any period of two consecutive years, individua ls who at the
beginning of such period constituted the Board of Directors (including for this purpose any new direc tor whose
election or nomination for election by the Company’s shareholders was approved by a vote of a t least two-thirds
of the directors then still in office who were directors at the beginning of such pe riod) cease for any reason to
constitute at least a majority of the Board of Directors.
(b) “Corporate Status” describes the status of a person who is or was a director, officer, em ployee,
agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust , employee
benefit plan or other enterprise which such person is or was serving at the request of the C ompany. Unless the
context indicates otherwise, the term “Company” as used in this Agreement shal l be deemed to include any
subsidiary or parent of the Company.
(c) “Disinterested Director” means a director of the Company who is not and was not a pa rty to the
Proceeding (as hereinafter defined) in respect of which indemnification is sought by Indemnitee.
(d) “Effective Date” means the date first above written.
(e) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transc ript costs, fees
of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, tele phone charges,
postage, delivery service fees, and all other disbursements or expenses of the types customaril y incurred in
connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or prepa ring to
be a witness in a Proceeding.
§17.116PROXY STATEMENTS:STRATEGY & FORMS
17-193B © 1990 Jefren Publishing Company, Inc.
(f) “Independent Counsel” means a law firm, or a member of a law firm, that is experi enced in matters
of corporation law and neither presently is, nor in the past five years has been, retaine d to represent: (i) the
Company or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding
giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of professional conduct t hen
prevailing, would have a conflict of interest in representing either the Company or Indemnit ee in an action to
determine Indemnitee’s rights under this Agreement.
(g) “Proceeding” includes any action, suit, arbitration, alternate dispute resolution mecha nism,
investigation, administrative hearing or any other proceeding whether civil, criminal ,. administrative or
investigative, whether or not initiated prior to the Effective Date, except a proceeding initiated by an Indemnitee
pursuant to Section 11 of this Agreement to enforce his rights under this Agreement.
2. Agreement to Serve. Indemnitee agrees to serve [as a director, officer, employee, agent or fiduciary
of the Company] [at the request of the Company, as a director, officer, employee, agent or fiduciary of another
corporation, partnership, joint venture, trust or other enterprise]. Indemnitee may at any time and for any reason
resign from such position (subject to any other contractual obligation or any obligation imposed by operation of
law). The Company shall have no obligation under this Agreement to continue Indemnitee i n any position with
the Company.
3. Indemnification — General. The Company shall indemnify, and advance Expenses to, Indemnitee as
provided in this Agreement and to the fullest extent permitted by applicable law in effect on the date hereof and
to such greater extent as applicable law may thereafter from time to time permit. The rights of Imdemnitee
provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other
sections of this Agreement.
4. Third Party Actions. Indemnitee shall be entitled to the rights of indemnification provided in this
section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened,
pending or completed Proceeding, other than a Proceeding by or in the right of the Company. Pursuant to this
section 4, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any
claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to any criminal Procee ding, had no reasonable
cause to believe his conduct was unlawful.
5. Derivative Actions. Indemnitee shall be entitled to the rights of indemnification provided in this
section 5 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened,
pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor.
Pursuant to this section, Indemnitee shall be indemnified against Expenses actually a nd reasonably incurred by
him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company. Notwithstanding the fore going, no
indemnification against such Expenses shall be made in respect of any claim, i ssue or matter in such Proceeding
as to which Indemnitee shall have been adjudged to be liable to the Company i f applicable law prohibits such
idemnification; provided, however, that, if applicable law so permits, indemnificati on against Expenses shall
nevertheless be made by the Company in such event if and only to the extent that the Superior Court of the State
of California, or the court in which such Proceeding shall have been brought or is pending, shall determine.
6.Indemnification for Expenses of an Indemnitee. Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on
the merits or otherwise, in any Proceeding, he shall be indemnified against all Expe nses actually and reasonably
incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly succe ssful in such
Proceeding but is successful, on the merits or otherwise, as to one or more but less than al l claims, issues or
matters in such Proceeding, the Company shall indemnify Indemnitee against all Expense s actually and
reasonably incurred by him or on his behalf in connection with each successfully resolved cla im, issue or
matter. For purposes of this section 6 and without limitation, the termination of a ny claim, issue or matter in
INDEMNIFICATION§17.116
September 1990 17-193C
such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such
claim, issue or matter.
§17.116PROXY STATEMENTS:STRATEGY & FORMS
17-193D © 1990 Jefren Publishing Company, Inc.
7. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement,
to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding, he shall be
indemnified against all Expenses actually and reasonably incurred by him or on his behal f in connection
therewith.
8. Advancement of Expenses. The Company shall advance all reasonable Expenses incurred by or on
behalf of Indemnitee in connection with any Proceeding within twenty (20) days after the rece ipt by the
Company of a statement or statements from Indemnitee requesting such advance or advance s from time to time,
whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably
evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompa nied by an
undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ult imately be determined
that Indemnitee is not entitled to be indemnified against such Expenses.
9. Indemnification Procedure.
(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Senior Vice
President, Finance of the Company (or to such other officer as may be designated by the Board of Directors) a
written request, including therein or therewith such documentation and information as is reasona bly available to
Indemnitee and is reasonably necessary to determine whether and to what extent Indemni tee is entitled to
indemnification. The aforesaid officer of the Company shall, promptly upon receipt of such a request for
indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification.
(b) Upon written request by Indemnitee for indemnification pursuant to section 9(a) hereof, a
determination, if required by applicable law, with respect to Indemnitee’s entitle ment thereto shall be made in
the specific case: (i) if a Change of Control (as herein defined) shall have occurre d, by Independent Counsel (as
herein defined) (unless Indemnitee shall request that such determination be made by t he Board of Directors or
the shareholders, in which case by the person or persons or in the manner provided for in clause s (ii) or (iii) of
this section 9(b)) in a written opinion to the Board of Directors, a copy of which shall be del ivered to
Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board of Di rectors by a majority vote
of a quorum consisting of Disinterested Directors or (B) if a quorum of the Board of Directors consisti ng of
Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disintereste d Directors so
directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be
delivered to Indemnitee or (C) if directed by the Directors, by the shareholders of the C ompany; (iii) as
provided in section 10(b) of this Agreement; and, if it is so determined that Indemnit ee is entitled to
indemnification payment to or on behalf of Indemnitee shall be made within ten (10) da ys after such
determination. Indemnitee shall cooperate with the person, persons or entity making such det ermination with
respect to Indemnitee’s entitlement to indemnification, including providing to such pe rson, persons or entity
upon reasonable advance request any documentation or information which is not privileged or othe rwise
protected from disclosure and which is reasonably available to Indemnitee and reasonably nec essary to such
determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons, or ent ity
making such determination shall be borne by the Company (irrespective of the determinati on as to Indemnitee’s
entitlement to indemnification) and the Company hereby indemnifies and agrees to hol d Indemnitee harmless
therefrom.
(c) In the event the determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to section 9(b) hereof, the Independent Counsel shall be selected as provided i n this section
9(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selecte d by the Board of
Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the
Independent Counsel so selected. If a Change of Control shall have occurred, the Independent C ounsel shall be
selected by Indemnitee (unless Indemnitee shall request that such selectioin be m ade by the Board of Directors,
in which event the preceding sentence shall apply), and Indemnitee shall give writ ten notice to the Company
advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company,
as the case may be, may, within seven (7) days after such written notice of selection shall have been given,
deliver to the Company or to Indemnitee, as the case may be, a written object ion to such selection. Such
objection may be asserted only on the ground that the Independent Counsel so selected does not meet the
INDEMNIFICATION§17.116
September 1990 17-193E
requirements of “Independent Counsel” as defined in section I of this Agreement, and the objection shall set
forth with particularity the factual basis of such assertion. If such written objection is
§17.116PROXY STATEMENTS:STRATEGY & FORMS
17-193F © 1990 Jefren Publishing Company, Inc.
made, the Independent Counsel so selected may not serve as Independent Counsel unless and unt il a court has
determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a
written request for indemnification pursuant to section 9(a) hereof, no Independent Counsel shall ha ve been
selected and not objected to, either the Company or Indemnitee may petition t he Superior Court of the State of
California for the County of Los Angeles for resolution of any objection which shall have be en made by the
Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointme nt as
Independent Counsel of a person selected by the Court or by such other person as the Court shall de signate, and
the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent
Counsel under section 9(b) hereof. The Company shall pay any and all reasonable fees and expenses of
Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to se ction 9(b)
hereof, and the Company shall pay all reasonable fees and Expenses incident to the procedure s of this section
9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due
commencement of any judicial proceeding or arbitration pursuant to section 11(a)(iii) of t his Agreement,
Independent Counsel shall be discharged and relieved of any further responsibility in such capacit y (subject to
the applicable standards of professional conduct then prevailing).
10.Presumptions and Effect of Certain Proceedings.
(a) If a Change of Control shall have occurred, in making a determination with respec t to entitlement to
indemnification hereunder, the person or persons or entity making such determination shall presume that
Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for
indemnification in accordance with section 9(a) of this Agreement, and the Compa ny shall have the burden of
proof to overcome that presumption in connection with the making by any person, persons or entity of any
determination contrary to that presumption.
(b) If the person, persons or entity empowered or selected under section 9 of this Agreement to
determine whether Indemnitee is entitled to indemnification shall not have m ade a determination within sixty
(60) days after receipt by the Company of the request therefor, the requisite determinati on of entitlement to
indemnification shall be deemed to have been made and Indemnitee shall be ent itled to such indemnification,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make
Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a
prohibition of such indemnification under applicable law; provided, however, that such 60-day period m ay be
extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity
making the determination with respect to entitlement to indemnification i n good faith requires such additional
time for the obtaining or evaluating of documentation and/or information relating theret o; and provided, further,
that the foregoing provisions of this section 10(b) shall not apply (i) if the determination of entitlement to
indemnification is to be made by the shareholders pursuant to section 9(b) of this Agreement and if (A) within
fifteen (15) days after receipt by the Company of the request for such determination the Boa rd of Directors has
resolved to submit such determination to the shareholders for their consideration at an annua l meeting thereof to
be held within seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special
meeting of shareholders is called within fifteen (15) days after such receipt for the purpose of making such
determination, such meeting is held for such purpose within sixty (60) days after having been so called and such
determination is made thereat, or (ii) if the determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to section 9(b) of this Agreement.
(c) The termination of any Proceeding or of any claim, issue or matter therein, by j udgment, order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (e xcept as otherwise
expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or
create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the Company or, with respect to any crimi nal Proceeding, that
Indemnitee had reasonable cause to believe that his conduct was unlawful.
INDEMNIFICATION§17.116
September 1990 17-193G
11.Remedies of Indemnitee.
(a) In the event that (i) a determination is made pursuant to section 9 of this Agree ment that Indemnitee
is not entitled to indemnification under this Agreement, (ii) advancement of Expenses i s not timely made
pursuant to section 8 of this Agreement, (iii) the determination of entitlement to indemnification is to be made
by Independent Counsel pursuant to section 9(b) of this Agreement and such determination shall not have been
made and delivered in a written opinion within ninety (90) days after receipt by the Company of the request for
indemnification, (iv) payment of indemnification is not made pursuant to section 5 of thi s Agreement within ten
(10) days after receipt by the Company of a written request therefor, or (v) payment of indem nification is not
made within ten (10) days after a determination has been made that Indemnite e is entitled to indemnification or
such detemination is deemed to have been made pursuant to sections 9 or 10 of this Agre ement, Indemnitee
shall he entitled to an adjudication in an appropriate court of the State of Ca lifornia, or in any other court of
competent jurisdiction, of his entitlement to such indemnification or advancement of expenses. Indemnitee shall
commence such proceeding seeking an adjudication within one hundred eighty (180) days following t he date on
which Indemnitee first has the right to commence such proceeding pursuant to this section 11(a ). The Company
shall not oppose Indemnitee’s right to seek any such adjudication.
(b) In the event that a determination shall have been made pursuant to section 9 of this Agreement that
Indemnitee is not entitled to indemnification, any judicial proceeding comme nced pursuant to this section 11
shall be conducted in all respects as a de novo trial on the merits and Indemnite e shall not be prejudiced by
reason of that adverse determination. If a Change of Control shall have occurred, in any judic ial proceeding
commenced pursuant to this section 11 the Company shall have the burden of proving that Inde mnitee is not
entitled to indemnification or advancement of Expenses, as the case may be.
(c) If a determination shall have been made or deemed to have been made pursuant to sections 9 or 10
of this Agreement that Indemnitee is entitled to indemnification, the Company shal l be bound by such
determination in any judicial proceeding commenced pursuant to this section 11, absent (i) a misstatement by
Indemnitee of a material fact, or an omission of a material fact necessary t o make Indemnitee’s statement not
materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such
indemnification under applicable law.
(d) The Company shall be precluded from asserting in any judicial proceeding commenced pursua nt to
this section 11 that the procedures and presumptions of this Agreement are not valid, binding and enforceable
and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.
(e) In the event that Indemnitee, pursuant to this section 11, seeks a judicial adjudic ation to enforce his
rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be ent itled to recover from
the Company, and shall be indemnified by the Company against, any and all expense s (of the types described in
the definition of Expenses in section I of this Agreement) actually and reasonably incurred by him in such
judicial adjudication, but only if he prevails therein. If it shall be determined in said judicial adjudication that
Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses sought, the
expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated.
12.Non-Exclusivity; Survival Of Rights; Insurance; Subrogation.
(a) The rights of indemnification and to receive advancement of Expenses as provided by t his
Agreement shall not be deemed exclusive of any other rights to which Indemnitee m ay at any time be entitled
under applicable law, the Articles of Incorporation, the Bylaws, any agreement, a vote of sha reholders or a
resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreeme nt or any provision
hereof shall be effective as to any Indemnitee with respect to any action ta ken or omitted by such Indemnitee in
his Corporate Status prior to such amendment, alteration or repeal.
(b) To the extent that the Company maintains an insurance policy or policies providi ng liability
insurance for directors, officers, employees, agents or fiduciaries of the Company or of any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise which such person serve s at the
request of the Company, Indemnitee shall be covered by such policy or policies in accordanc e with its or their
terms to the maximum extent of the coverage available for any such director, office r, employee or agent under
§17.116PROXY STATEMENTS:STRATEGY & FORMS
17-193H © 1990 Jefren Publishing Company, Inc.
such policy or policies.
[THE NEXT PAGE IS 17-194]
§17.116PROXY STATEMENTS:STRATEGY & FORMS
17-194 © 1990 Jefren Publishing Company, Inc.
(c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of
such payment to all of the rights of recovery of Indemnitee, who shall execute all pape rs required and take all
action necessary to secure such rights, including execution of such documents as are necessary to enable the
Company to bring suit to enforce such rights.
(d) The Company shall not be liable under this Agreement to make any payment of am ounts otherwise
indemnifiable hereunder if and to the extent that Indemnitee has otherwise actua lly received such payment
under any insurance policy, contract, agreement or otherwise.
(e) The Company may, to the full extent authorized by law, create a trust fund. gra nt a security interest
and/or use other means (including, without limitation, letters of credit, surety bonds a nd other similar
arrangements) to ensure the payment of such amounts as may become necessary to effect indemnification
provided hereunder.
13.Duration of Agreement. This Agreement shall continue until and terminate upon the later of: (a) ten
(10) years after the date that Indemnitee shall have ceased to serve as a dire ctor, officer, employee, agent or
fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee be nefit plan or
other enterprise which Indemnitee served at the request of the Company; or (b) the final t ermination of all
pending Proceedings in respect of which Indemnitee is granted rights of indemnification or adva ncement of
Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to section 11 of thi s Agreement
relating thereto. This Agreement shall be binding upon the Company and its successors and assi gns and shall
inure to the benefit of Indemnitee and his heirs, executors and administrators.
14.Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or
unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including without limitation, each portion of any section of thi s Agreement
containing any such provision held to be invalid, illegal or unenforceable, that is not itse lf invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each portion of any section of thi s Agreement
containing any such provision held to be invalid, illegal or unenforceable, that is not itse lf invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested by t he provision held invalid,
illegal or unenforceable.
15.Exceptions to Indemnification Rights. Except for a proceeding to enforce or determine rights under
this Agreement, Indemnitee shall not be entitled to Indemnification or advancement of Expenses under this
Agreement with respect to any proceeding, or any claim therein, brought or made by him against the Company.
16.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for
all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.
Only one such counterpart signed by the party against whom enforceability is sought needs to be produc ed to
evidence the existence of this Agreement.
17.Captions. The headings of the sections of this Agreement are inserted for convenience only and shall
not be deemed to constitute part of this Agreement or to affect the construction thereof.
18.Amendment and Waiver. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both of the parties hereto. No waiver of any of the provi sions of this
Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar)
not shall such waiver constitute a continuing waiver.
19.Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being
served with any summons, citation, subpoena, complaint, indictment, information or other document relating to
any Proceeding or matter which may be subject to indemnification or advancement of E xpenses covered
hereunder.
INDEMNIFICATION§17.116
February 1995 17-195A
20. Notices. All notices, requests, demands and other communications hereunder shall be
in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for
by the party to whom said notice or other communication shall have been directed, or (ii) mailed
by certified mail, return receipt requested, with postage prepaid, on the third business day after
the date on which it is so mailed:
(a) If to Indemnitee, to the address set forth immediately following Indemnitee’s
signature herein-below.
(b) If to the Company, to: Kyle Technology Corporation, 3500 N.W. Stewart
Parkway, Roseburg, Oregon 97470, attention: Vice President, Administration and Finance.
or to such other address as may have been furnished to Indemnitee by the Company or to the
Company by Indemnitee, as the case may be.
21.Governing Law. The parties agree that this Agreement shall be governed by, and
construed and enforced in accordance withn the laws of the State of California.
22. Gender. Use of the masculine pronoun shall be deemed to include usage of the
feminine pronoun where appropriate.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year first above written.
ATTEST: KYLE TECHNOLOGY
CORPORATION
“COMPANY”
By ____________________________________ By ____________________________________ INDEMNITEE
_______________________________________
Address: _______________________________________ _______________________________________
Kyle Technology Corporation 12/31/88
