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Exhibit
10.24
NETLOGIC MICROSYSTEMS,
INC.
FORM
OF
INDEMNITY
AGREEMENT
This Indemnification
Agreement (the “Agreement” ) is made as
of July 18, 2007, by and between NetLogic Microsystems, Inc.,
a Delaware corporation (the “Company” ),
and Michael Tate ( “Indemnitee”
).
RECITALS
The Company and Indemnitee
recognize the increasing difficulty in obtaining liability
insurance for directors, officers and key employees, the
significant increases in the cost of such insurance and the general
reductions in the coverage of such insurance. The Company and
Indemnitee further recognize the substantial increase in corporate
litigation in general, subjecting directors, officers and key
employees to expensive litigation risks at the same time as the
availability and coverage of liability insurance has been severely
limited. Indemnitee does not regard the current protection
available as adequate under the present circumstances, and
Indemnitee and agents of the Company may not be willing to continue
to serve as agents of the Company without additional protection.
The Company desires to attract and retain the services of highly
qualified individuals, such as Indemnitee, and to indemnify its
directors, officers and key employees so as to provide them with
the maximum protection permitted by law.
AGREEMENT
In consideration of the
mutual promises made in this Agreement, and for other good and
valuable consideration, receipt of which is hereby acknowledged,
the Company and Indemnitee hereby agree as follows:
1. Certain Definitions;
Construction of Phrases.
(a) “ Change in
Control ” shall mean, and shall be deemed to have
occurred if, on or after the date of this Agreement, (i) any
“person” (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended), other
than a trustee or other fiduciary holding securities under an
employee benefit plan of the Company acting in such capacity or a
corporation owned directly or indirectly by the stockholders of the
Company in substantially the same proportions as their ownership of
stock of the Company, becomes the “beneficial owner”
(as defined in Rule 13d-3 under said Act), directly or indirectly,
of securities of the Company representing more than 40% of the
total voting power represented by the then outstanding securities
of the Company that vote generally at elections (
“Voting Securities” ), (ii) during
any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the
Company and any new director whose election by the Board of
Directors or nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the
beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to
constitute a majority thereof, or (iii) the stockholders of
the Company approve a merger or consolidation of the Company with
any other corporation, other than a merger or consolidation which
would result in the Voting Securities of the Company outstanding
immediately prior thereto continuing to represent (either
by
remaining outstanding or by being
converted into Voting Securities of the surviving entity) at least
80% of the total voting power represented by the Voting Securities
of the Company or such surviving entity outstanding immediately
after such merger or consolidation, or the stockholders of the
Company approve a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of (in one
transaction or a series of related transactions) all or
substantially all of the Company’s assets.
(b) References to the “
Company ” shall include, in addition to the
Company, any constituent corporation or entity (including any
constituent of a constituent) absorbed in a consolidation or merger
to which the Company (or any of its wholly owned subsidiaries) is a
party which, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers,
employees, agents or fiduciaries, so that if Indemnitee is or was a
director, officer, employee, agent or fiduciary of such constituent
corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee, agent or
fiduciary of another corporation, partnership, joint venture,
employee benefit plan, trust or other enterprise, Indemnitee shall
stand in the same position under the provisions of this Agreement
with respect to the resulting or surviving corporation as
Indemnitee would have with respect to such constituent corporation
if its separate existence had continued.
(c) “ Independent
Legal Counsel ” shall mean an attorney or firm of
attorneys, selected in accordance with the provisions of
Section 2(d) hereof, who shall not have otherwise performed
services for the Company or Indemnitee within the last three years
(other than with respect to matters concerning the rights of
Indemnitee under this Agreement, or of other indemnitees under
similar indemnity agreements).
(d) For purposes of this
Agreement, references to “ other enterprises
” shall include employee benefit plans; references to “
fines ” shall include any excise taxes assessed
on Indemnitee with respect to an employee benefit plan; and
references to “ serving at the request of the
Company ” shall include any service as a director,
officer, employee or agent of the Company which imposes duties on,
or involves services by, such director, officer, employee or agent
with respect to an employee benefit plan, its participants, or
beneficiaries; and if Indemnitee acted in good faith and in a
manner Indemnitee reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan,
Indemnitee shall be deemed to have acted in a manner “
not opposed to the best interests of the Company
” as referred to in this Agreement.
(e) “ Reviewing
Party ” shall mean a majority of the Company’s
Board of Directors who are not parties to the particular claim
(even if less than a quorum) for which Indemnitee is seeking
indemnification, or Independent Legal Counsel.
2.
Indemnification.
(a) Third Party
Proceedings. The Company shall indemnify Indemnitee if
Indemnitee is or was a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Company) by reason of the
fact that Indemnitee is or was a director, officer, employee or
agent of the Company, or any subsidiary of the Company, by reason
of any action or inaction on the part of Indemnitee while an
officer or director or by reason of the fact that Indemnitee is or
was serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses
(including attorneys’ fees),
judgments, fines and amounts paid in settlement (if such settlement
is approved in advance by the Company, which approval shall not be
unreasonably withheld) and other amounts actually and reasonably
incurred by Indemnitee in connection with such action, suit or
proceeding if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe
Indemnitee’s conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that Indemnitee did not
act in good faith and in a manner which Indemnitee reasonably
believed to be in or not opposed to the best interests of the
Company, or, with respect to any criminal action or proceeding,
that Indemnitee had reasonable cause to believe that
Indemnitee’s conduct was unlawful.
(b) Proceedings By or in
the Right of the Company. The Company shall indemnify
Indemnitee if Indemnitee was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit
by or in the right of the Company or any subsidiary of the Company
to procure a judgment in its favor by reason of the fact that
Indemnitee is or was a director, officer, employee or agent of the
Company, or any subsidiary of the Company, by reason of any action
or inaction on the part of Indemnitee while an officer or director
or by reason of the fact that Indemnitee is or was serving at the
request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys’ fees) and,
to the fullest extent permitted by law, judgments and amounts paid
in settlement (if such settlement is approved in advance by the
Company, which approval shall not be unreasonably withheld), in
each case to the extent actually and reasonably incurred by
Indemnitee in connection with the defense or settlement of such
action or suit if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company and its stockholders. Termination of any
action, suit or proceeding by judgment or settlement shall not, of
itself, create a presumption that Indemnitee did not act in good
faith and in a manner which Indemnitee reasonably believed to be in
or not opposed to the best interest of the Company. Notwithstanding
the foregoing, no indemnification under this Section 2(b)
shall be made in respect of any claim, issue or matter as to
which Indemnitee shall have been finally adjudicated by court order
or judgment to be liable to the Company in the performance of
Indemnitee’s duty to the Company and its stockholders unless
and only to the extent that the court in which such action or
proceeding is or was pending shall determine upon application that,
in view of all the circumstances of the case, Indemnitee is fairly
and reasonably entitled to indemnity for such expenses which such
court shall determine.
(c) Review of
Indemnification. Notwithstanding the foregoing, (i) in the
event the Reviewing Party shall have determined (in a written
opinion, in any case in which the Independent Legal Counsel
referred to in Section 2(d) hereof is involved) that
Indemnitee is not entitled to be indemnified under applicable law
or that indemnification in the specific case is not appropriate
because Indemnitee has not met the applicable standard of conduct
set forth in Sections 2(a) and 2(b), then the Company shall
have no further obligation under Sections 2(a) and 2(b) (unless
ordered by a court), and (ii) the obligation of the Company to
make an advance of expenses pursuant to Section 4(a) shall be
subject to the condition that, if, when and to the extent that the
Reviewing Party determines that Indemnitee would not be permitted
to be so indemnified under applicable law, the Company shall be
entitled to be reimbursed by Indemnitee (who hereby agrees to
reimburse the Company) for all such amounts theretofore paid;
provided, however, that if Indemnitee has commenced or thereafter
commences legal proceedings in a court of competent jurisdiction to
secure a determination that Indemnitee should be indemnified under
applicable law, any
determination made by the Reviewing
Party that Indemnitee would not be permitted to be indemnified
under applicable law shall not be binding and Indemnitee shall not
be required to reimburse the Company for any advance of expenses
until a final judicial determination is made with respect thereto
(as to which all rights of appeal therefrom have been exhausted or
lapsed). If there has not been a Change in Control, the Reviewing
Party shall be selected by the Board of Directors, and if there has
been such a Change in Control, the Reviewing Party shall be the
Independent Legal Counsel. If there has been no determination by
the Reviewing Party or if the Reviewing Party determines that
Indemnitee substantively would not be permitted to be indemnified
in whole or in part under applicable law, Indemnitee shall have the
right to commence litigation seeking an initial determination by
the court or challenging any such determination by the Reviewing
Party or any aspect thereof, including the legal or factual bases
therefor, and the Company hereby consents to service of process and
to appear in any such proceeding. Absent such litigation, any
determination by the Reviewing Party shall be conclusive and
binding on the Company and Indemnitee.
(d) Change in Control.
The Company agrees that if there is a Change in Control of the
Company, then, with respect to all matters arising prior to the
Change in Control, the rights of Indemnitee to payments of expenses
and advances of expenses under this Agreement or any other
agreement or under the Company’s Certificate of Incorporation
or Bylaws as now or hereafter in effect, Independent Legal Counsel,
if desired by Indemnitee, shall be selected by Indemnitee and
approved by the Company (which approval shall not be unreasonably
withheld). Such counsel, among other things, shall render its
written opinion to the Company and Indemnitee as to whether and to
what extent Indemnitee would be permitted to be indemnified under
applicable law and the Company agrees to abide by such opinion. The
Company agrees to pay the reasonable fees of the Independent Legal
Counsel referred to above and to indemnify fully such counsel
against any and all expenses (including attorneys’ fees),
claims, liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto. Notwithstanding any
other provision of this Agreement, the Company shall not be
required to pay expenses of more than one Independent Legal Counsel
in connection with all matters concerning a single indemnitee, and
such Independent Legal Counsel shall be the Independent Legal
Counsel for any or all other indemnitees unless (i) the
Company otherwise determines or (ii) any indemnitee shall
provide a written statement setting forth in detail a reasonable
objection to such Independent Legal Counsel representing other
indemnitees.
(e) Mandatory Payment of
Expenses. Notwithstanding the other provisions of this
Section 2, to the extent that Indemnitee has been successful
on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 2(a) or Section 2(b) or
the defense of any claim, issue or matter therein, Indemnitee shall
be indemnified against expenses (including attorneys’ fees)
actually and reasonably incurred by Indemnitee in connection
therewith.
(f) Indemnification for
Expenses of a Party Who is Wholly or Partly Successful.
Notwithstanding any othe
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