Apple 1997 Annual Report Download - page 112

(d) NOTICE TO INSURERS. If, at the time of the receipt of a notice of a claim pursuant to subsection 2(b) of this Agreement, the Company
has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the
insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable
action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the
terms of such policies.
(e) RELATIONSHIP TO OTHER SOURCES. Indemnitee shall not be required to exercise any rights against any other parties (for example,
under any insurance policy purchased by the Company, Indemnitee or any other person or entity) before Indemnitee enforces this Agreement.
However, to the extent the Company actually indemnifies Indemnitee or advances expenses, the Company shall be entitled to enforce any such
rights which Indemnitee may have against third parties. Indemnitee shall assist the Company in enforcing those rights if the Company pays
Indemnitee's reasonable costs and expenses of doing so.
(f) SELECTION OF COUNSEL. In the event the Company shall be obligated under subsection 2(a) of this Agreement to pay the expenses of
any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel
approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so
to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company
will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same
proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such proceeding at Indemnitee's expense; and
(ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably
concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company
shall not, in fact, have employed counsel to assume the defense of such proceeding, then the reasonable fees and expenses of Indemnitee's
counsel shall be at the expense of the Company.
3. ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY.
(a) SCOPE. Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify the Indemnitee to the fullest
extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the
Company's Articles of Incorporation, the Company's By-
Laws or by statute. In the event of any change, after the date of this Agreement, in any
applicable law, statute or rule which expands the right of a California corporation to indemnify a member of its or a Subsidiary's board of
directors or an officer, such changes shall be, IPSO FACTO, within the purview of Indemnitee's rights and the Company's obligations, under
this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a California corporation to
indemnify a member of its or a Subsidiary's Board of Directors or an officer, such changes, to the extent not otherwise required by such law,
statute or rule to be applied to this Agreement shall have no effect on this Agreement or the parties' rights and obligations hereunder.
(b) NONEXCLUSIVITY. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee
may be entitled under the Company's Articles of Incorporation, its By-
Laws, any agreement, any vote of shareholders or disinterested directors,
the General Corporation Law of the State of California, or otherwise, both as to action in Indemnitee's official capacity and as to action or
inaction in another capacity while holding such office. The indemnification provided under this Agreement shall continue as to Indemnitee for
any action taken or not taken while serving in an indemnified capacity even though he may have ceased to serve in such capacity at the time of
any action or other covered proceeding is commenced.
4. PARTIAL INDEMNIFICATION. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for
some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by him in the investigation, defense, appeal or
settlement of any civil or criminal action or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.
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