INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is entered and
made effective as of the ___ day of ____________, _____ by and between meVC
XXXXXX XXXXXX JURVETSON FUND I, INC., a Delaware corporation (the "Company"),
and _____________________ ("Indemnitee"), an individual resident in the State
of ___________, with reference to the following facts:
A. The Company desires the benefits of having Indemnitee serve as an
officer and/or director, secure in the knowledge that any expenses, liability
and/or losses that may be incurred by Indemnitee as a result of his or her
good faith service to the Company will be borne by the Company or its
successors and assigns;
B. Indemnitee is willing to serve an a director and/or officer of
the Company only on the condition that he or she is indemnified by the
Company for any such expenses, liability and/or losses;
C. The Company and Indemnitee recognize the increasing difficulty in
obtaining liability insurance for directors, officers and agents of a
corporation at reasonable cost;
D. The Company and Indemnitee recognize that there has been an
increase in litigation against corporate directors, officers and agents; and
E. The Company's Certificate of Incorporation allows and requires
the Company to indemnify its directors, officers and agents to the maximum
extent permitted under Delaware law.
NOW, THEREFORE, the parties hereby agree as follows:
1. DEFINITIONS. For purposes of this Agreement:
1.1 "Agent" shall mean any person who (a) is or was a director,
officer, employee or agent of the Company whether serving in such capacity or
as a director, officer, employee, agent, fiduciary or other official of
another corporation, joint venture, trust or other enterprise at the request
of, for the convenience of, or to represent the interests of the Company.
1.2 "Change of Control" shall mean the occurrence of any of the
following events after the date of this Agreement:
(a) A change in the composition of the board of directors
of the Company (the "Board"), as a result of which fewer than
two-thirds of the incumbent directors are directors who either (a) had
been directors of the Company 24 months prior to such change or (b)
were elected, or nominated for election, to the Board with the
affirmative votes of at least a majority of the directors who had been
directors of the Company 24 months prior to such change and who were
still in office at the time of the election or nomination; or
(b) Any "person" (as such term is used in sections 13(d)
and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"),
as amended) through the acquisition or aggregation of securities is or
becomes the beneficial owner, directly or indirectly, of securities
of the Company representing 20 percent or more of the combined voting
power of the Company's then outstanding securities ordinarily (and
apart from rights accruing under special circumstances) having the
right to vote at elections of directors (the "Capital Stock");
PROVIDED,
HOWEVER, that any change in ownership of the Company's securities by
any person resulting solely from a reduction in the aggregate number
of outstanding shares of Capital Stock, and any decrease thereafter
in such person's ownership of securities, shall be disregarded until
such person increases in any manner, directly or indirectly, such
person's beneficial ownership of any securities of the Company.
1.3 "Disinterested Director" shall mean a director of the Company
who is not and was not a party to the Proceeding in respect of which
indemnification is being sought by Indemnitee.
1.4 "Expenses" shall be broadly construed and shall include, without
limitation, (a) all direct and indirect costs incurred, paid or accrued, (b)
all attorneys' fees, retainers, court costs, transcripts, fees of experts,
witness fees, travel expenses, food and lodging expenses while traveling,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service, freight or other transportation fees and expenses, (c) all
other disbursements and out-of-pocket expenses, (d) amounts paid in
settlement, to the extent not prohibited by Delaware Law, and (e) reasonable
compensation for time spent by Indemnitee for which he is otherwise not
compensated by the Company or any third party, actually and reasonably
incurred in connection with or arising out of a Proceeding, including a
Proceeding by Indemnitee to establish or enforce a right to indemnification
under this Agreement, applicable law or otherwise.
1.5 "Independent Counsel" shall mean a law firm or a member of a law
firm that neither is presently nor in the past five years has been retained
to represent: (a) the Company, an affiliate of the Company or Indemnitee in
any matter material to either party or (b) 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 then prevailing would
have a conflict of interest in representing either the Company or Indemnitee
in an action to determine Indemnitee's right to indemnification under this
Agreement.
1.6 "Liabilities" shall mean liabilities of any type whatsoever,
including, but not limited to, judgments or fines, ERISA or other excise
taxes and penalties, and amounts paid in settlement (including all interest,
assessments or other charges paid or payable in connection with any of the
foregoing) actually and reasonably incurred by Indemnitee in connection with
a Proceeding.
1.7 "Delaware Law" means the Delaware General Corporation Law, as
amended and in effect from time to time, or any successor or other statutes
of Delaware having similar import and effect.
1.8 "Proceeding" shall mean any pending, threatened or completed
action, hearing, suit or any other proceeding, whether civil, criminal,
arbitrative, administrative, investigative or any alternative dispute
resolution mechanism, including without limitation any such Proceeding
brought by or in the right of the Company.
2. EMPLOYMENT RIGHTS AND DUTIES. Subject to any other obligations
imposed on either of the parties by contract or by law, and with the
understanding that this Agreement is not intended to confer employment rights
on either party which they did not possess on the date of its execution,
Indemnitee agrees to serve as a director or officer so long as he is duly
appointed or elected and qualified in accordance with the applicable
provisions of the Certificate of Incorporation (the "Certificate") and Bylaws
(the "Bylaws") of the Company and until such time as he resigns or fails to
stand for election or until his employment terminates. Indemnitee may from
time to time also perform other services at the request, or for the
convenience of, or otherwise benefiting the Company. Indemnitee may at any
time and for any reason resign or be removed from such position (subject to
any other contractual obligation or
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other obligation imposed by operation of law), in which event the Company
shall have no obligation under this Agreement to continue Indemnitee in any
such position.
2.1 DIRECTORS' AND OFFICERS' INSURANCE.
(a) The Company hereby covenants and agrees that, so
long as Indemnitee shall continue to serve as a director or officer of
the Company and thereafter so long as Indemnitee shall be subject to
any possible Proceeding, the Company, subject to Section 2.1(c), shall
maintain directors' and officers' insurance in full force and effect.
(b) In all policies of directors' and officers'
insurance, Indemnitee shall be named as an insured in such a manner as
to provide Indemnitee the same rights and benefits, subject to the same
limitations, as are accorded to the Company's directors or officers
most favorably insured by such policy.
(c) The Company shall have no obligation to maintain
directors' and officers' insurance if the Company determines in good
faith that such insurance is not reasonably available, the premium
costs for such insurance are disproportionate to the amount of coverage
provided, or the coverage provided by such insurance is limited by
exclusions so as to provide an insufficient benefit.
3. INDEMNIFICATION. The Company shall indemnify Indemnitee to the
fullest extent authorized or permitted by Delaware Law and the provisions of
the Certificate and Bylaws of the Company, as in effect on the date hereof,
and as Delaware Law, the Certificate and Bylaws may from time to time be
amended (but, in the case of any such amendment, only to the extent such
amendment permits the Company to provide broader indemnification rights than
Delaware Law, the Certificate and/or Bylaws permitted the Company to provide
before such amendment). The right to indemnification conferred in the
Certificate shall be presumed to have been relied upon by Indemnitee in
serving or continuing to serve the Company as a director or officer and shall
be enforceable as a contract right. Without in any way diminishing the scope
of the indemnification provided by the Certificate and this Section 3, the
Company shall indemnify Indemnitee if and whenever he is or was a witness,
party or is threatened to be made a witness or a party to any Proceeding, by
reason of the fact that he is or was an Agent or by reason of anything done
or not done, or alleged to have been done or not done, by him in such
capacity, against all Expenses and Liabilities actually and reasonably
incurred by Indemnitee or on his behalf in connection with the investigation,
defense, settlement or appeal of such Proceeding. In addition to, and not as
a limitation of, the foregoing, the rights of indemnification of Indemnitee
provided under this Agreement shall include those rights set forth in
Sections 4, 5 and 6 below.
4. PAYMENT OF EXPENSES.
4.1 All Expenses incurred by or on behalf of Indemnitee shall be
advanced by the Company to Indemnitee within 20 days after the receipt by the
Company of a written request for such advance which may be made from time to
time, whether prior to or after final disposition of a Proceeding (unless
there has been a final determination by a court of competent jurisdiction
that Indemnitee is not entitled to be indemnified for such Expenses).
Indemnitee's entitlement to advancement of Expenses shall include those
incurred in connection with any Proceeding by Indemnitee seeking a
determination, an adjudication or an award in arbitration pursuant to this
Agreement. The requests shall reasonably evidence the Expenses incurred by
Indemnitee in connection therewith. Indemnitee hereby undertakes to repay the
amounts advanced if it shall ultimately be determined that Indemnitee is not
entitled to be indemnified pursuant to the terms of this Agreement.
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4.2 Notwithstanding any other provision in this Agreement, to the
extent that Indemnitee has been successful on the merits or otherwise in
defense of any Proceeding, Indemnitee shall be indemnified against all
Expenses actually and reasonably incurred by Indemnitee in connection
therewith.
5. PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.
5.1 Whenever Indemnitee believes that he is entitled to
indemnification pursuant to this Agreement, Indemnitee shall submit a written
request for indemnification (the "Indemnification Request") to the Company to
the attention of the President with a copy to the Secretary. This request
shall include documentation or information which is necessary for the
determination of entitlement to indemnification and which is reasonably
available to Indemnitee. Determination of Indemnitee's entitlement to
indemnification shall be made no later than 60 days after receipt of the
Indemnification Request. The President or the Secretary shall, promptly upon
receipt of Indemnitee's request for indemnification, advise the Board in
writing that Indemnitee has made such request for indemnification.
5.2 The Indemnification Request shall set forth Indemnitee's
selection of which of the following forums shall determine whether Indemnitee
is entitled to indemnification:
(a) A majority vote of the Disinterested Directors, even
though less than a quorum, or, if there be no Disinterested Directors or
if the Disinterested Directors so direct, a written opinion of an
Independent Counsel.
(b) A majority vote of the stockholders at a meeting at
which a quorum is present, with the shares owned by the person to be
indemnified not being entitled to vote thereon.
(c) The court in which the Proceeding is or was pending
upon application by Indemnitee.
The Company agrees to bear any and all costs and expenses incurred
by Indemnitee or the Company in connection with the determination of
Indemnitee's entitlement to indemnification by any of the above forums.
6. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS. No initial
finding by the Board, its counsel, Independent Counsel, arbitrators or the
stockholders shall be effective to deprive Indemnitee of the protection of
this indemnity, nor shall a court or other forum to which Indemnitee may
apply for enforcement of this indemnity give any weight to any such adverse
finding in deciding any issue before it. Upon making a request for
indemnification, Indemnitee shall be presumed to be entitled to
indemnification under this Agreement and the Company shall have the burden of
proof to overcome that presumption in reaching any contrary determination.
The termination of any Proceeding by judgment, order, settlement, arbitration
award or conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, (a) adversely affect the rights of Indemnitee to
indemnification except as indemnification may be expressly prohibited under
this Agreement, (b) 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 (c) with respect to any criminal action
or proceeding, create a presumption that Indemnitee had reasonable cause to
believe that his conduct was unlawful.
7. REMEDIES OF INDEMNITEE IN CASES OF DETERMINATION NOT TO INDEMNIFY
OR TO ADVANCE EXPENSES.
7.1 In the event that (a) an initial determination is made that
Indemnitee is not entitled to indemnification, (b) advances for Expenses are
not made when and as required by this Agreement,
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(c) payment has not been timely made following a determination of entitlement
to indemnification pursuant to this Agreement or (d) Indemnitee otherwise
seeks enforcement of this Agreement, Indemnitee shall be entitled to a final
adjudication in an appropriate court of the State of Delaware of his
entitlement to such indemnification or advance. Alternatively, Indemnitee at
his option may seek an award in arbitration. If the parties are unable to
agree on an arbitrator, the parties shall provide to the American Arbitration
Association ("AAA") a statement of the nature of the dispute and the desired
qualifications of the arbitrator. AAA will provide the parties with a list of
three available arbitrators. Each party may strike one of the names on the
list, and the remaining person will serve as the arbitrator. If both parties
strike the same person, AAA will select the arbitrator from the other two
names. The arbitration award shall be made within 90 days following the
demand for arbitration. Except as set forth herein, the provisions of
Delaware law shall apply to any such arbitration. The Company shall not
oppose Indemnitee's right to seek any such adjudication or arbitration award.
In any such proceeding or arbitration Indemnitee shall be presumed to be
entitled to indemnification under this Agreement and the Company shall have
the burden of proof to overcome that presumption.
7.2 An initial determination, in whole or in part, that Indemnitee
is not entitled to indemnification shall create no presumption in any
judicial proceeding or arbitration that Indemnitee has not met the applicable
standard of conduct for, or is otherwise not entitled to, indemnification.
7.3 If an initial determination is made or deemed to have been made
pursuant to the terms of this Agreement that Indemnitee is entitled to
indemnification, the Company shall be bound by such determination in the
absence of (a) a misrepresentation of a material fact by Indemnitee in the
request for indemnification or (b) a specific finding (which has become
final) by a court of competent jurisdiction that all or any part of such
indemnification is expressly prohibited by law.
7.4 The Company and Indemnitee agree herein that a monetary remedy
for breach of this Agreement, at some later date, will be inadequate,
impracticable and difficult of proof, and further agree that such breach
would cause Indemnitee irreparable harm. Accordingly, the Company and
Indemnitee agree that Indemnitee shall be entitled to temporary and permanent
injunctive relief to enforce this Agreement without the necessity of proving
actual damages or irreparable harm. The Company and Indemnitee further agree
that Indemnitee shall be entitled to such injunctive relief, including
temporary restraining orders, preliminary injunctions and permanent
injunctions, without the necessity of posting bond or other undertaking in
connection therewith. Any such requirement of bond or undertaking is hereby
waived by the Company, and the Company acknowledges that in the absence of
such a waiver, a bond or undertaking may be required by the court.
7.5 The Company shall be precluded from asserting that the
procedures and presumptions of this Agreement are not valid, binding and
enforceable. The Company shall stipulate in any such court or before any such
arbitrator that the Company is bound by all the provisions of this Agreement
and is precluded from making any assertion to the contrary.
7.6 Expenses incurred by Indemnitee in connection with his request
for indemnification under, seeking enforcement of or to recover damages for
breach of this Agreement shall be borne and advanced by the Company.
8. OTHER RIGHTS TO INDEMNIFICATION. Indemnitee's rights of
indemnification and advancement of expenses provided by this Agreement shall
not be deemed exclusive of any other rights to which Indemnitee may now or in
the future be entitled under applicable law, the Certificate, the Bylaws, an
employment agreement, a vote of stockholders or Disinterested Directors,
insurance or other financial arrangements or otherwise.
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9. LIMITATIONS ON INDEMNIFICATION. No indemnification shall be paid
or expenses reimbursed by the Company pursuant to Section 3 in the following
circumstances:
9.1 INSURANCE. To the extent that Indemnitee is reimbursed pursuant
to such insurance as may exist for Indemnitee's benefit. Notwithstanding the
availability of such insurance, Indemnitee also may claim indemnification
from the Company pursuant to this Agreement by assigning to the Company any
claims under such insurance to the extent Indemnitee is paid by the Company.
Indemnitee shall reimburse the Company for any sums he receives as
indemnification from other sources to the extent of any amount paid to him
for that purpose by the Company;
9.2 SECTION 16(b). On account and to the extent of any wholly or
partially successful claim against Indemnitee for an accounting of profits
made from the purchase or sale by Indemnitee of securities of the Company
pursuant to the provisions of Section 16(b) or the Securities Exchange Act of
1934, as amended, and amendments thereto or similar provisions of any
federal, state or local statutory law; or
9.3 INDEMNITEE'S PROCEEDINGS. Except as otherwise provided in this
Agreement, in connection with all or any part of a Proceeding which is
initiated or maintained by or on behalf of Indemnitee, or any Proceeding by
Indemnitee against the Company or its directors, officers, employees or other
agents, unless (a) such indemnification is expressly required to be made by
Delaware Law, (b) the Proceeding was authorized by a majority of the
Disinterested Directors (c) there has been a Change of Control or (d) such
indemnification is provided by the Company, in its sole discretion, pursuant
to the powers vested in the Company under Delaware Law.
10. DURATION AND SCOPE OF AGREEMENT; BINDING EFFECT. This Agreement
shall continue so long as Indemnitee shall be subject to any possible
Proceeding subject to indemnification by reason of the fact that he is or was
an Agent and shall be applicable to Proceedings commenced or continued after
execution of this Agreement, whether arising from acts or omissions occurring
before or after such execution. This Agreement shall be binding upon the
Company and its successors and 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) and shall inure
to the benefit of Indemnitee and his spouse, assigns, heirs, devisees,
executors, administrators and other legal representatives.
11. NOTICE BY INDEMNITEE AND DEFENSE OF CLAIMS. 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 matter which may be subject to indemnification hereunder,
whether civil, criminal, arbitrative, administrative or investigative; but
the omission so to notify the Company will not relieve it from any liability
which it may have to Indemnitee if such omission does not actually prejudice
the Company's rights and, if such omission does prejudice the Company's
rights, it will relieve the Company from liability only to the extent of such
prejudice; nor will such omission relieve the Company from any liability
which it may have to Indemnitee otherwise than under this Agreement. With
respect to any Proceeding:
(a) The Company will be entitled to participate therein
at its own expense;
(b) Except as otherwise provided below, to the extent
that it may wish, the Company jointly with any other indemnifying party
similarly notified will be entitled to assume the defense thereof, with
counsel reasonably satisfactory to Indemnitee. After notice from the
Company to Indemnitee of its election so to assume the defense thereof
and the assumption of such defense, the Company will not be liable to
Indemnitee under this Agreement for any attorney fees or costs
subsequently incurred by Indemnitee in connection with Indemnitee's
defense except as
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otherwise provided below. Indemnitee shall have the right to employ his
counsel in such Proceeding but the fees and expenses of such counsel
incurred after notice from the Company of its assumption of the defense
thereof and the assumption of such defense shall be at the expense of
Indemnitee unless (i) the employment of counsel by Indemnitee has been
authorized by the Company, (ii) Indemnitee shall have reasonably
concluded that there may be a conflict of interest between the Company
and Indemnitee in the conduct of the defense of such action or that the
Company's counsel may not be adequately representing Indemnitee or
(iii) the Company shall not in fact have employed counsel to assume the
defense of such action, in each of which cases the fees and expenses of
counsel shall be at the expense of the Company; and
(c) The Company shall not be liable to indemnify
Indemnitee under this Agreement for any amounts paid in settlement of
any action or claim effected without its written consent. The Company
shall not settle any action or claim which would impose any limitation
or penalty on Indemnitee without Indemnitee's written consent. Neither
the Company nor Indemnitee will unreasonably withhold its or his
consent to any proposed settlement.
11.1 CONTRIBUTION. In order to provide for just and equitable
contribution in circumstances in which the indemnification provided for in
this Agreement is held by a court of competent jurisdiction to be unavailable
to Indemnitee in whole or part, the Company shall, in such an event, after
taking into account, among other things, contributions by other directors and
officers of the Company pursuant to indemnification agreements or otherwise,
and, in the absence of personal enrichment, acts of intentional fraud or
dishonesty or criminal conduct on the part of Indemnitee, contribute to the
payment of Indemnitee's losses to the extent that, after other contributions
are taken into account, such losses exceed: (i) in the case of a director of
the Company or any of its subsidiaries who is not an officer of the Company
or any of such subsidiaries, the amount of fees paid to the director for
serving as a director during the 12 months preceding the commencement of the
Proceeding; or (ii) in the case of a director of the Company or any of its
subsidiaries who is also an officer of the Company or any of such
subsidiaries, the amount set forth in clause (i) plus 5% of the aggregate
cash compensation paid to said director for service in such office(s) during
the 12 months preceding the commencement of the Proceeding; or (iii) in the
case of an officer of the Corporation or any of its subsidiaries, 5% of the
aggregate cash compensation paid to such officer for service in such
office(s) during the 12 months preceding the commencement of such Proceeding.
12. ESTABLISHMENT OF TRUST. In order to secure the obligations of
the Company to indemnify and to advance Expenses to Indemnitee pursuant to
this Agreement, upon a Change of Control of the Company, the Company or its
successor or assign shall establish a Trust (the "Trust") for the benefit of
Indemnitee, the trustee (the "Trustee") of which shall be chosen by the
Company and shall be reasonably acceptable to Indemnitee. Thereafter, from
time to time, upon receipt of a written request from Indemnitee, the Company
shall fund the Trust in amounts sufficient to satisfy any and all Liabilities
and Expenses reasonably anticipated at the time of such request for which the
Company may indemnify Indemnitee hereunder. The amount or amounts to be
deposited in the Trust pursuant to the foregoing funding obligation shall be
determined by mutual agreement of Indemnitee and the Company or, if the
Company and Indemnitee are unable to reach such an agreement, by Independent
Counsel selected jointly by the Company and Indemnitee. The terms of the
Trust shall provide that except upon the consent of Indemnitee and the
Company, (i) the Trust shall not be revoked or the principal thereof invaded,
without the written consent of Indemnitee, (ii) the Trustee shall advance to
Indemnitee, within 20 days of a request by Indemnitee, any and all Expenses,
Indemnitee hereby agreeing to reimburse the Trustee of the Trust for all
Expenses so advanced if a final determination is made by a court in a final
adjudication from which there is no further right of appeal that Indemnitee
is not entitled to be indemnified under this Agreement, (iii) the Trust shall
continue to be funded by the Company in accordance with the funding
obligations set forth in this Section, (iv) the Trustee shall promptly pay to
Indemnitee any amounts to
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which Indemnitee shall be entitled pursuant to this Agreement, and (v) all
unexpended funds in the Trust shall revert to the Company upon a final
determination by Independent Counsel selected by Indemnitee or a court of
competent jurisdiction that Indemnitee has been fully indemnified with
respect to the Proceeding giving rise to the funding of the Trust under the
terms of this Agreement. The establishment of the Trust shall not, in any
way, diminish the Company's obligation to indemnify Indemnitee against
Expenses and Liabilities to the full extent required by this Agreement.
13. MISCELLANEOUS PROVISIONS.
13.1 SEVERABILITY; PARTIAL INDEMNITY. If any provision or provisions
of this Agreement (or any portion thereof) shall be held by a court of
competent jurisdiction to be invalid, illegal or unenforceable for any reason
whatever: (a) such provision shall be limited or modified in its application
to the minimum extent necessary to avoid the invalidity, illegality or
unenforceability of such provision; (b) the validity, legality and
enforceability of the remaining provisions of this Agreement shall not in any
way be affected or impaired thereby; and (c) to the fullest extent possible,
the provisions of this Agreement shall be construed so as to give effect to
the intent manifested by the provision (or portion thereof) held invalid,
illegal or unenforceable. If Indemnitee is entitled under any provision of
this Agreement to indemnification by the Company for some or a portion of any
Expenses or Liabilities of any type whatsoever incurred by him in the
investigation, defense, settlement or appeal of a Proceeding but not entitled
to all of the total amount thereof, the Company shall nevertheless indemnify
Indemnitee for such total amount except as to the portion thereof for which
it has been determined pursuant to Section 5 hereof that Indemnitee is not
entitled.
13.2 COUNTERPART SIGNATURE PAGES. This Agreement may be executed in
one or more counterparts, each of which shall be deemed original, and all of
which together shall constitute one and the same instrument. Only one such
counterpart signed by the party against whom enforceability is sought needs
to be produced to evidence the existence of this Agreement.
13.3 INTERPRETATION OF AGREEMENT. It is understood that the parties
hereto intend this Agreement to be interpreted and enforced so as to provide
indemnification to Indemnitee to the fullest extent not now or hereafter
prohibited by law.
13.4 HEADINGS. The headings of the Sections and paragraphs 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.
13.5 PRONOUNS. Use of the masculine pronoun shall be deemed to
include use of the feminine pronoun where appropriate.
13.6 MODIFICATION AND WAIVER. No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by
both of the parties to this Agreement. No waiver of any provision of this
Agreement shall be deemed to constitute a waiver of any of the provisions
hereof (whether or not similar) nor shall such waiver constitute a continuing
waiver. No waiver of any provision of this Agreement shall be effective
unless executed in writing.
13.7 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 or registered mail with postage prepaid, on the third business day
after the date on which it is so mailed:
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IF TO INDEMNITEE, TO:
--------------------------------
meVC Xxxxxx Xxxxxx Jurvetson Fund I, Inc.
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
IF TO THE COMPANY TO:
meVC Xxxxxx Xxxxxx Jurvetson Fund I, Inc.
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000 0000
Attention: Secretary
WITH A COPY TO:
Pillsbury Madison & Sutro LLP
00 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx, Esq.
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.
13.8 GOVERNING LAW. The parties agree that this Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Delaware as applied to contracts between Delaware residents entered
into and to be performed entirely within Delaware.
13.9 CONSENT TO JURISDICTION. The Company and Indemnitee each hereby
irrevocably consent to the jurisdiction of the courts of the State of
Delaware for all purposes in connection with any action or proceeding which
arises out of or relates to this agreement and agree that any action
instituted under this agreement shall be brought only in the state courts of
the State of Delaware.
13.10 ENTIRE AGREEMENT. This Agreement represents the entire
agreement between the parties hereto, and there are no other agreements,
contracts or understanding between the parties hereto with respect to the
subject matter of this Agreement, except as specifically referred to herein
or as provided in Sections 8 and 2.1 hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
meVC XXXXXX XXXXXX JURVETSON FUND I, INC.
By
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Name
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Title
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INDEMNITEE
Signature
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Name
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Address
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