Indemnification Agreement - NeoMagic Corp.


                             NEOMAGIC CORPORATION                           INDEMNIFICATION AGREEMENT          This Indemnification Agreement ("AGREEMENT") is entered  into as ofthe ___ day of ________, 1997 by and between NeoMagic Corporation, a Delawarecorporation (the "COMPANY") and [__________________] ("INDEMNITEE").                                    RECITALS                                    --------          A.  The Company and Indemnitee recognize the continued difficulty inobtaining liability insurance for its directors, officers, employees, agents andfiduciaries, the significant increases in the cost of such insurance and thegeneral reductions in the coverage of such insurance.          B.  The Company and Indemnitee further recognize the substantialincrease in corporate litigation in general, subjecting directors, officers,employees, agents and fiduciaries to expensive litigation risks at the same timeas the availability and coverage of liability insurance has been severelylimited.          C.  Indemnitee does not regard the current protection available asadequate under the present circumstances, and Indemnitee and other directors,officers, employees, agents and fiduciaries of the Company may not be willing tocontinue to serve in such capacities without additional protection.          D.  The Company desires to attract and retain the services of highlyqualified individuals, such as Indemnitee, to serve the Company and, in part, inorder to induce Indemnitee to continue to provide services to the Company,wishes to provide for the indemnification and advancing of expenses toIndemnitees to the maximum extent permitted by law.          E.  In view of the considerations set forth above, the Company desiresthat Indemnitee be indemnified by the Company as set forth herein.          NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:          1.    Indemnification.                ---------------                 (a)  Indemnification of Expenses.  The Company shall indemnify                     ---------------------------  to the fullest extent permitted by law if Indemnitee was or is or becomes aparty to or witness or other participant in, or are threatened to be made aparty to or witness or other participant in, any threatened, pending orcompleted action, suit, proceeding or alternative dispute resolution mechanism,or any hearing, inquiry or investigation that Indemnitee in good faith believesmight lead to the institution of any such action, suit, proceeding oralternative dispute resolution mechanism, whether civil, criminal,administrative, investigative or other (hereinafter a "CLAIM") by reason of (orarising in part out of) any event or occurrence related to the fact thatIndemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any subsidiary of the Company, or is or was serving at therequest of the Company as a director, officer, employee, agent or fiduciary ofanother corporation, partnership, joint venture, trust or other enterprise, orby reason of any action or inaction on the part of Indemnitee while serving insuch capacity (hereinafter an "INDEMNIFIABLE EVENT") against any and allexpenses (including attorneys' fees and all other costs, expenses andobligations incurred in connection with investigating, defending, being awitness in or participating in (including on appeal), or preparing to defend, bea witness in or participate in, any such action, suit, proceeding, alternativedispute resolution mechanism, hearing, inquiry or investigation), judgments,fines, penalties and amounts paid in settlement (if such settlement is approvedin advance by the Company, which approval shall not be unreasonably withheld) ofsuch Claim and any federal, state, local or foreign taxes imposed on Indemniteesas a result of the actual or deemed receipt of any payments under this Agreement(collectively, hereinafter "EXPENSES"), including all interest, assessments andother charges paid or payable in connection with or in respect of such Expenses.Such payment of Expenses shall be made by the Company as soon as practicable butin any event no later than twenty days after written demand by Indemniteestherefor is presented to the Company.                (b)  Reviewing Party.  Notwithstanding the foregoing, (i) the                     ---------------      obligations of the Company under Section 1(a) shall be subject to the conditionthat the Reviewing Party (as described in Section 10(e) hereof) shall not havedetermined (in a written opinion, in any case in which the Independent LegalCounsel referred to in Section 1(c) hereof is involved) that Indemnitee wouldnot be permitted to be indemnified under applicable law, and (ii) the obligationof the Company to make an advance payment of Expenses to Indemnitee pursuant toSection 2(a) (an "EXPENSE ADVANCE") shall be subject to the condition that, if,when and to the extent that the Reviewing Party determines that Indemnitee wouldnot be permitted to be so indemnified under applicable law, the Company shall beentitled to be reimbursed by Indemnitee (who hereby agree to reimburse theCompany) for all such amounts theretofore paid; provided, however, that ifIndemnitee has commenced or thereafter commenced legal proceedings in a court ofcompetent jurisdiction to secure a determination that Indemnitee should beindemnified under applicable law, any determination made by the Reviewing Partythat Indemnitee would not be permitted to be indemnified under applicable lawshall not be binding and Indemnitee shall not be required to reimburse theCompany for any Expense Advance until a final judicial determination is madewith respect thereto (as to which all rights of appeal therefrom have beenexhausted or lapsed). The Indemnitee's obligation to reimburse the Company forany Expense Advance shall be unsecured and no interest shall be charged thereon.If there has not been a Change in Control (as defined in Section 10(c) hereof),the Reviewing Party shall be selected by the Board of Directors, and if therehas been such a Change in Control (other than a Change in Control which has beenapproved by a majority of the Company's Board of Directors who were directorsimmediately prior to such Change in Control), the Reviewing Party shall be theIndependent Legal Counsel referred to in Section 1(c) hereof. If there has beenno determination by the Reviewing Party or if the Reviewing Party determinesthat Indemnitee substantively would not be permitted to be indemnified in wholeor in part under applicable law, Indemnitee shall have the right to commencelitigation seeking an initial determination by the court or challenging any suchdetermination by the Reviewing Party or any aspect thereof, including the legalor factual bases therefor, and the Company hereby consents to service of processand to appear in any such proceeding. Any determination by the Reviewing Partyotherwise shall be conclusive and binding on the Company and Indemnitee.                                      -2-
                 (c)  Change in Control.  The Company agrees that if there                      -----------------   is a Change in Control of the Company (other than a Change in Control which hasbeen approved by a majority of the Company's Board of Directors who weredirectors immediately prior to such Change in Control) then, with respect to allmatters thereafter arising concerning the rights of Indemnitees to payments ofExpenses and Expense Advances under this Agreement or any other agreement orunder the Company's Certificate of Incorporation or Bylaws as now or hereafterin effect, Independent Legal Counsel (as defined in Section 10(d) hereof) shallbe selected by Indemnitees and approved by the Company (which approval shall notbe unreasonably withheld). Such counsel, among other things, shall render itswritten opinion to the Company and Indemnitee as to whether and to what extentIndemnitee would be permitted to be indemnified under applicable law and theCompany agrees to abide by such opinion. The Company agrees to pay thereasonable fees of the Independent Legal Counsel referred to above and to fullyindemnify such counsel against any and all expenses (including attorneys' fees),claims, liabilities and damages arising out of or relating to this Agreement orits engagement pursuant hereto.                (d)  Mandatory Payment of Expenses.  Notwithstanding any                      -----------------------------  other provision of this Agreement other than Section 9 hereof, to the extentthat Indemnitee has been successful on the merits or otherwise, including,without limitation, the dismissal of an action without prejudice, in defense ofany action, suit, proceeding, inquiry or investigation referred to in Section(1)(a) hereof or in the defense of any claim, issue or matter therein,Indemnitee shall be indemnified against all Expenses incurred by Indemnitee inconnection therewith.          2.    Expenses; Indemnification Procedure.                -----------------------------------                 (a)  Advancement of Expenses.  The Company shall advance                     -----------------------all Expenses incurred by Indemnitee. The advances to be made hereunder shall bepaid by the Company to Indemnitee as soon as practicable but in any event nolater than twenty days after written demand by Indemnitee therefor to theCompany.                (b)  Notice/Cooperation by Indemnitee.  Indemnitee shall,                     --------------------------------as a condition precedent to Indemnitee's right to be indemnified under thisAgreement, give the Company notice in writing as soon as practicable of anyClaim made against Indemnitee for which indemnification will or could be soughtunder this Agreement. Notice to the Company shall be directed to the ChiefExecutive Officer of the Company at the address shown on the signature page ofthis Agreement (or such other address as the Company shall designate in writingto Indemnitee). In addition, Indemnitee shall give the Company such informationand cooperation as it may reasonably require and as shall be within Indemnitee'spower.                (c)  No Presumptions; Burden of Proof.  For purposes of                     --------------------------------this Agreement, the termination of any Claim by judgment, order, settlement(whether with or without court approval) or conviction, or upon a plea ofnolo contendere, or its equivalent, shall not create a presumption that- ---------------Indemnitee did not meet any particular standard of conduct or have anyparticular belief or that a court has determined that indemnification is notpermitted by applicable law. In addition, neither the failure of the ReviewingParty to have made a determination as to whether Indemnitee has met anyparticular standard of conduct or had any particular belief, nor an actualdetermination by the Reviewing Party that Indemnitee has not met such standardof conduct or did not have such belief, prior to the commencement                                      -3-
 of legal proceedings by Indemnitee to secure a judicial determination thatIndemnitee should be indemnified under applicable law, shall be a defense toIndemnitee's claim or create a presumption that Indemnitee has not met anyparticular standard of conduct or did not have any particular belief.  Inconnection with any determination by the Reviewing Party or otherwise as towhether Indemnitee is entitled to be indemnified hereunder, the burden of proofshall be on the Company to establish that Indemnitee is not so entitled.                (d)  Notice to Insurers.  If, at the time of the receipt by                     ------------------the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Companyhas liability insurance in effect which may cover such Claim, the Company shallgive prompt notice of the commencement of such Claim to the insurers inaccordance with the procedures set forth in the respective policies. The Companyshall thereafter take all necessary or desirable action to cause such insurersto pay, on behalf of Indemnitee, all amounts payable as a result of such action,suit, proceeding, inquiry or investigation in accordance with the terms of suchpolicies.                (e)  Selection of Counsel.  In the event the Company shall be                     --------------------obligated hereunder to pay the Expenses of any Claim, the Company shall beentitled to assume the defense of such Claim with counsel approved byIndemnitee, which approval shall not be unreasonably withheld, upon the deliveryto Indemnitee of written notice of its election so to do. After delivery of suchnotice, approval of such counsel by Indemnitee and the retention of such counselby the Company, the Company will not be liable to Indemnitee under thisAgreement for any fees of counsel subsequently incurred by Indemnitee withrespect to the same Claim; provided that, (i) Indemnitee shall have the right toemploy Indemnitee's counsel in any such Claim at Indemnitee's expense and (ii)if (A) the employment of counsel by Indemnitee has been previously authorized bythe Company, (B) Indemnitee shall have reasonably concluded that there is aconflict of interest between the Company and Indemnitee in the conduct of anysuch defense, or (C) the Company shall not continue to retain such counsel todefend such Claim, then the fees and expenses of Indemnitee's counsel shall beat the expense of the Company. The Company shall have the right to conduct suchdefense as it sees fit in its sole discretion, including the right to settle anyclaim against Indemnitee without the consent of the Indemnitee.         3.     Additional Indemnification Rights; Nonexclusivity.                -------------------------------------------------                (a)  Scope.  The Company hereby agrees to indemnify                     -----Indemnitee to the fullest extent permitted by law, notwithstanding that suchindemnification is not specifically authorized by the other provisions of thisAgreement, the Company's Certificate of Incorporation, the Company's Bylaws orby statute. In the event of any change after the date of this Agreement in anyapplicable law, statute or rule which expands the right of a Delawarecorporation to indemnify a member of its Board of Directors or an officer,employee, agent or fiduciary, it is the intent of the parties hereto thatIndemnitee shall enjoy by this Agreement the greater benefits afforded by suchchange. In the event of any change in any applicable law, statute or rule whichnarrows the right of a Delaware corporation to indemnify a member of its Boardof Directors or an officer, employee, agent or fiduciary, such change, to theextent not otherwise required by such law, statute or rule to be applied to thisAgreement, shall have no effect on this Agreement or the parties' rights andobligations hereunder except as set forth in Section 8(a) hereof.                                      -4-
                 (b)  Nonexclusivity.  The indemnification provided by this                     --------------Agreement shall be in addition to any rights to which Indemnitee may be entitledunder the Company's Certificate of Incorpora tion, its Bylaws, any agreement,any vote of stockholders or disinterested directors, the General Corporation Lawof the State of Delaware, or otherwise. The indemnification provided under thisAgreement shall continue as to Indemnitee for any action Indemnitee took or didnot take while serving in an indemnified capacity even though Indemnitee mayhave ceased to serve in such capacity.          4.    No Duplication of Payments.  The Company shall not be liable                 --------------------------    under this Agreement to make any payment in connection with any Claim madeagainst Indemnitee to the extent Indemnitee has otherwise actually receivedpayment (under any insurance policy, Certificate of Incorporation, Bylaw orotherwise) of the amounts otherwise indemnifiable hereunder.          5.    Partial Indemnification.  If Indemnitee is entitled under any                -----------------------    provision of this Agreement to indemnification by the Company for some or aportion of Expenses incurred in connection with any Claim, but not, however, forall of the total amount thereof, the Company shall nevertheless indemnifyIndemnitee for the portion of such Expenses to which Indemnitee is entitled.          6.    Mutual Acknowledgment.  Both the Company and Indemnitee                 ---------------------                acknowledge that in certain instances, Federal law or applicable public policymay prohibit the Company from indemnifying its directors, officers, employees,agents or fiduciaries under this Agreement or otherwise. Indemnitee understandsand acknowledges that the Company has undertaken or may be required in thefuture to undertake with the Securities and Exchange Commission to submit thequestion of indemnification to a court in certain circumstances for adetermination of the Company's right under public policy to indemnifyIndemnitee.          7.    Liability Insurance.  The Company shall, from time to time,                -------------------make the good faith determination whether or not it is practicable for theCompany to obtain and maintain a policy or policies of insurance with reputableinsurance companies providing the officers and directors of the Company withcoverage for losses from wrongful acts, or to ensure the Company's performanceof its indemnification obligations under this Agreement. Among otherconsiderations, the Company will weigh the costs of obtaining such insurancecoverage against the protection afforded by such coverage. In all policies ofdirectors' and officers' liability insurance, Indemnitee shall be named as aninsured in such a manner as to provide Indemnitee the same rights and benefitsas are accorded to the most favorably insured of the Company's directors, ifIndemnitee is a director; or of the Company's officers, if Indemnitee is not adirector of the Company but is an officer; or of the Company's key employees, ifIndemnitee is not an officer or director but is a key employee. Notwithstandingthe foregoing, the Company shall have no obligation to obtain or maintain suchinsurance if the Company determines in good faith that such insurance is notreasonably available, if the premium costs for such insurance aredisproportionate to the amount of coverage provided, if the coverage provided bysuch insurance is limited by exclusions so as to provide an insufficientbenefit, or if Indemnitee is covered by similar insurance maintained by asubsidiary or parent of the Company.          8.    Exceptions.  Any other provision herein to the contrary                ----------  notwithstanding, the Company shall not be obligated pursuant to the terms ofthis Agreement:                                      -5-
                 (a)  Excluded Action or Omissions.  To indemnify Indemnitee                     ---------------------------- for Expenses resulting from acts, omissions or transactions for which Indemniteeis prohibited from receiving indemnification under this Agreement or applicablelaw;                (b)  Claims Initiated by Indemnitee.  To indemnify or                     ------------------------------advance expenses to Indemnitee with respect to Claims initiated or broughtvoluntarily by Indemnitee and not by way of defense, except (i) with respect toactions or proceedings brought to establish or enforce a right toindemnification under this Agreement or any other agreement or insurance policyor under the Company's Certificate of Incorporation or Bylaws now or hereafterin effect relating to Claims for Indemnifiable Events, (ii) in specific cases ifthe Board of Directors has approved the initiation or bringing of such Claim, or(iii) as otherwise required under Section 145 of the Delaware GeneralCorporation Law, regardless of whether Indemnitee ultimately is determined to beentitled to such indemnification, advance expense payment or insurance recovery,as the case may be;                (c)  Lack of Good Faith.  To indemnify Indemnitee for any                     ------------------expenses incurred by Indemnitee with respect to any proceeding instituted byIndemnitee to enforce or interpret this Agreement, if a court of competentjurisdiction determines that each of the material assertions made by Indemniteein such proceeding was not made in good faith or was frivolous; or                (d)  Claims Under Section 16(b).  To indemnify Indemnitee                     -------------------------- for expenses and the payment of profits arising from the purchase and sale byIndemnitee of securities in violation of Section 16(b) of the SecuritiesExchange Act of 1934, as amended, or any similar successor statute.          9.    Period of Limitations.  No legal action shall be brought and                --------------------- no cause of action shall be asserted by or in the right of the Company againstIndemnitee, Indemnitee's estate, spouse, heirs, executors or personal or legalrepresentatives after the expiration of two years from the date of accrual ofsuch cause of action, and any claim or cause of action of the Company shall beextinguished and deemed released unless asserted by the timely filing of a legalaction within such two-year period; provided, however, that if any shorter                                    --------  -------                     period of limitations is otherwise applicable to any such cause of action, suchshorter period shall govern.         10.    Construction of Certain Phrases.                -------------------------------                 (a)  For purposes of this Agreement, references to the"Company" shall include, in addition to the resulting corporation, anyconstituent corporation (including any constituent of a consti tuent) absorbedin a consolidation or merger 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 orwas serving at the request of such constituent corporation as a director,officer, employee, agent or fiduciary of another corporation, partnership, jointventure, employee benefit plan, trust or other enterprise, Indemnitee shallstand in the same position under the provisions of this Agreement with respectto the resulting or surviving corporation as Indemnitee would have with respectto such constituent corporation if its separate existence had continued.                                      -6-
                 (b)  For purposes of this Agreement, references to "otherenterprises" shall include employee benefit plans; references to "fines" shallinclude any excise taxes assessed on Indemnitee with respect to an employeebenefit plan; and references to "serving at the request of the Company" shallinclude any service as a director, officer, employee, agent or fiduciary of theCompany which imposes duties on, or involves services by, such director,officer, employee, agent or fiduciary with respect to an employee benefit plan,its participants or its beneficiaries; and if Indemnitee acted in good faith andin a manner Indemnitee reasonably believed to be in the interest of theparticipants and beneficiaries of an employee benefit plan, Indemnitee shall bedeemed to have acted in a manner "not opposed to the best interests of theCompany" as referred to in this Agreement.                (c)  For purposes of this Agreement a "Change in Control"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 theSecurities Exchange Act of 1934, as amended), other than a trustee or otherfiduciary holding securities under an employee benefit plan of the Companyacting in such capacity or a corporation owned directly or indirectly by thestockholders of the Company in substantially the same proportions as theirownership of stock of the Company, becomes the "beneficial owner" (as defined inRule 13d-3 under said Act), directly or indirectly, of securities of the Companyrepresenting more than 50% of the total voting power represented by the                       ---Company's then outstanding Voting Securities, (ii) during any period of twoconsecutive years, individuals who at the beginning of such period constitutethe Board of Directors of the Company and any new director whose election by theBoard of Directors or nomination for election by the Company's stockholders wasapproved by a vote of at least two thirds (2/3) of the directors then still inoffice who either were directors at the beginning of the period or whoseelection or nomination for election was previously so approved, cease for anyreason to constitute a majority thereof, or (iii) the stockholders of theCompany approve a merger or consolidation of the Company with any othercorporation other than a merger or consolidation which would result in theVoting Securities of the Company outstanding immediately prior theretocontinuing to represent (either by remaining outstanding or by being convertedinto Voting Securities of the surviving entity) at least 80% of the total votingpower represented by the Voting Securities of the Company or such survivingentity outstanding immediately after such merger or consolidation, or thestockholders of the Company approve a plan of complete liquidation of theCompany or an agreement for the sale or disposition by the Company of (in onetransaction or a series of related transactions) all or substantially all of theCompany's assets.                (d)  For purposes of this Agreement, "Independent LegalCounsel" shall mean an attorney or firm of attorneys, selected in accordancewith the provisions of Section 1(c) hereof, who shall not have otherwiseperformed services for the Company or Indemnitees within the last three years(other than with respect to matters concerning the rights of Indemnitees underthis Agreement, or of other indemnitees under similar indemnity agreements).                                      -7-
                 (e)  For purposes of this Agreement, a "Reviewing Party"shall mean any appropriate person or body consisting of a member or members ofthe Company's Board of Directors or any other person or body appointed by theBoard of Directors who is not a party to the particular Claim for whichIndemnitee are seeking indemnification, or Independent Legal Counsel.                (f)  For purposes of this Agreement, "Voting Securities"shall mean any securities of the Company that vote generally in the election ofdirectors.         11.    Counterparts.  This Agreement may be executed                ------------in one or more counterparts, each of which shall constitute an original.         12.    Binding Effect; Successors and Assigns.  This Agreement shall be                --------------------------------------binding upon and inure to the benefit of and be enforceable by the partieshereto and their respective successors, assigns, including any direct orindirect successor by purchase, merger, consolidation or otherwise to all orsubstantially all of the business and/or assets of the Company, spouses, heirs,and personal and legal representatives.  The Company shall require and cause anysuccessor (whether direct or indirect by purchase, merger, consolidation orotherwise) to all, substantially all, or a substantial part, of the businessand/or assets of the Company, by written agreement in form and substancesatisfactory to Indemnitee, expressly to assume and agree to perform thisAgreement in the same manner and to the same extent that the Company would berequired to perform if no such succession had taken place.  This Agreement shallcontinue in effect with respect to Claims relating to Indemnifiable Eventsregardless of whether Indemnitee continues to serve as a director, officer,employee, agent or fiduciary of the Company or of any other enterprise at theCompany's request.         13.    Attorneys' Fees.  In the event that any action is instituted by                ---------------Indemnitee under this Agreement or under any liability insurance policiesmaintained by the Company to enforce or interpret any of the terms hereof orthereof, Indemnitee shall be entitled to be paid all Expenses incurred byIndemnitee with respect to such action, regardless of whether Indemnitee isultimately successful in such action, and shall be entitled to the advancementof Expenses with respect to such action, unless, as a part of such action, acourt of competent jurisdiction over such action determines that each of thematerial assertions made by Indemnitee as a basis for such action was not madein good faith or was frivolous.  In the event of an action instituted by or inthe name of the Company under this Agreement to enforce or interpret any of theterms of this Agreement, Indemnitee shall be entitled to be paid all Expensesincurred by Indemnitee in defense of such action (including costs and expensesincurred with respect to Indemnitee's counterclaims and cross-claims made insuch action), and shall be entitled to the advancement of Expenses with respectto such action, unless, as a part of such action, a court having jurisdictionover such action determines that each of Indemnitee's material defenses to suchaction was made in bad faith or was frivolous.         14.    Notice.  All notices and other communications required or                ------                         permitted hereunder shall be in writing, shall be effective when given, andshall in any event be deemed to be given (a) five (5) days after deposit withthe U.S. Postal Service or other applicable postal service, if delivered byfirst class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c)one business day after the business day of deposit with Federal Express orsimilar overnight courier, freight prepaid, or (d) one day after the                                      -8-
 business day of delivery by facsimile transmission, if delivered by facsimiletransmission, with copy by first class mail, postage prepaid, and shall beaddressed if to Indemnitee, at the Indemnitee's address as set forth beneathIndemnitee's signature to this Agreement and if to the Company at the address ofits principal corporate offices (attention:  Secretary) or at such other addressas such party may designate by ten days' advance written notice to the otherparty hereto.         15.    Consent to Jurisdiction.  The Company and Indemnitee each hereby                -----------------------irrevocably consent to the jurisdiction of the courts of the State of Delawarefor all purposes in connection with any action or proceeding which arises out ofor relates to this Agreement and agree that any action instituted under thisAgreement shall be commenced, prosecuted and continued only in the Court ofChancery of the State of Delaware in and for New Castle County, which shall bethe exclusive and only proper forum for adjudicating such a claim.         16.     Severability.  The provisions of this Agreement shall be                 ------------severable in the event that any of the provisions hereof (including anyprovision within a single section, paragraph or sentence) are held by a court ofcompetent jurisdiction to be invalid, void or otherwise unenforceable, and theremaining provisions shall remain enforceable to the fullest extent permitted bylaw. Furthermore, to the fullest extent possible, the provisions of thisAgreement (including, without limitations, each portion of this Agreementcontaining any provision held to be invalid, void or otherwise unenforceable,that is not itself invalid, void or unenforceable) shall be construed so as togive effect to the intent manifested by the provision held invalid, illegal orunenforceable.         17.    Choice of Law.  This Agreement shall be governed by and its                -------------       provisions construed and enforced in accordance with the laws of the State ofDelaware, as applied to contracts between Delaware residents, entered into andto be performed entirely within the State of Delaware, without regard to theconflict of laws principles thereof.         18.    Subrogation.  In the event of payment under this Agreement, the                -----------Company shall be subrogated to the extent of such payment to all of the rightsof recovery of Indemnitee who shall execute all documents required and shall doall acts that may be necessary to secure such rights and to enable the Companyeffectively to bring suit to enforce such rights.         19.    Amendment and Termination.  No amendment, modification,                -------------------------termination or cancellation of this Agreement shall be effective unless it is inwriting signed by both the parties hereto. No waiver of any of the provisions ofthis Agreement shall be deemed or shall constitute a waiver of any otherprovisions hereof (whether or not similar) nor shall such waiver constitute acontinuing waiver.         20.    Integration and Entire Agreement.  This Agreement sets forth the                --------------------------------entire understanding between the parties hereto and supersedes and merges allprevious written and oral negotiations, commitments, understandings andagreements relating to the subject matter hereof between the parties hereto.                                      -9-
          21.    No Construction as Employment Agreement.  Nothing contained in                ---------------------------------------this Agreement shall be construed as giving Indemnitee any right to be retainedin the employ of the Company or any of its subsidiaries.        IN WITNESS WHEREOF, the parties hereto have executed this Agreement asof the date first above written.                                  NEOMAGIC CORPORATION                                  a Delaware corporation                                  By: __________________________________                                        Prakash Agarwal                                  Address:     3260 Jay Street                                               Santa Clara, California 95054AGREED TO AND ACCEPTED BY: _________________________________Address:   ______________________           ______________________                                     -10-