{"id":40817,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/indemnification-agreement-micrel-inc-and-george-t-anderl.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indemnification-agreement-micrel-inc-and-george-t-anderl","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/indemnification-agreement-micrel-inc-and-george-t-anderl.html","title":{"rendered":"Indemnification Agreement &#8211; Micrel Inc. and George T. Anderl"},"content":{"rendered":"<pre>                          INDEMNIFICATION AGREEMENT\n                          -------------------------\n\n\n     THIS AGREEMENT is entered into, effective as of June 3, 1996 by and between\nMICREL, INCORPORATED, a California corporation (the \"Company\"), and George T.\nAnderl (\"Indemnitee\").\n\n     WHEREAS, it is essential to the Company to retain and attract as directors\nand officers the most capable persons available;\n\n     WHEREAS, Indemnitee is a director and\/or officer of the Company;\n\n     WHEREAS, both the company and Indemnitee recognize the increased risk of\nlitigation and other claims currently being asserted against directors and\nofficers of corporations; and\n\n     WHEREAS, in recognition of Indemnitee's need for substantial protection\nagainst personal liability in order to enhance Indemnitee's continued and\neffective service to the Company, and in order to induce Indemnitee to provide\nservices to the Company as a director and\/or officer, the Company wishes to\nprovide in this Agreement for the indemnification of and the advancing of\nexpenses to Indemnitee to the fullest extent (whether partial or complete)\npermitted by California law and as set forth in this Agreement, and, to the\nextent insurance is maintained, for the coverage of Indemnitee under the\nCompany's directors' and officers' liability insurance policies.\n\n     NOW, THEREFORE, in consideration of the above premises and of Indemnitee's\ncontinuing to serve the Company directly or, at its request, with another\nenterprise, and intending to be legally bound hereby, the parties agree as\nfollows:\n\n     1.   Certain Definitions:\n          -------------------\n       (a) Board:  the Board of Directors of the Company.\n\n       (b) Change in Control: shall be deemed to have occurred if (I) any\n\"person\" (as such term is used in Sections 13(d) and 14(d) of the Securities\nExchange Act of 1934, as amended (the \"Act\"), other than a trustee or other\nfiduciary holding securities under an employee benefit plan of the company or a\ncorporation owned directly or indirectly by the shareholders of the Company in\nsubstantially the same proportions as their ownership of stock of the Company,\nis or becomes the \"Beneficial Owner\" (as defined in Rule 13d-3 under the Act),\ndirectly or indirectly, of securities of the company representing 30% or more of\nthe total voting power represented by the Company's then outstanding Voting\nSecurities, or (ii) during any period of two consecutive years, individuals who\nat the beginning of such period constitute the Board and any new director whose\nelection by the Board or nomination for election by the Company's shareholders\nwas approved by a vote of at least two-thirds (2\/3) of the directors then still\nin office who either were directors at the beginning of the period of whose\nelection or nomination for election was previously so approved, cease for any\nreason to constitute a majority of the Board, or, or (iii) the shareholders of\nthe Company approve a merger or consolidation of the Company with any other\ncorporation, other than a merger or consolidation that would result in the\nVoting Securities of the Company outstanding immediately prior thereto\ncontinuing to represent (either by remaining outstanding or by being converted\ninto Voting Securities of the surviving entity) at least 80% of the total voting\npower represented by the Voting Securities of the Company or such surviving\nentity outstanding immediately after such merger or consolidation, or (iv) the\nshareholders of the Company approve a plan of complete liquidation of the\nCompany or an agreement for the sale or\n\n\n\n                                      16\n\n\n\n\ndisposition by the Company (in one transaction or a series of transactions) of\nall or substantially all of the Company's assets.\n\n      (c) Expenses: any expense, liability, or loss, including attorneys' fees,\njudgments, fines, ERISA excise taxes and penalties, amounts paid or to be paid\nin settlement, any interest, assessments, or other charges imposed thereon, and\nany federal, state, local, or foreign taxes imposed as a result of the actual or\ndeemed receipt of any payments under this Agreement, paid or incurred in\nconnection with investigating, defending, being a witness in, or participating\nin (including on appeal), or preparing for any of the foregoing in, any\nProceeding relating to any Indemnifiable Event.\n\n       (d) Indemnifiable Event:  any event or occurrence that takes place either\nprior to or after the execution of this Agreement, related to the fact that\nIndemnitee is or was a director or an officer of the company, or while a\ndirector or officer is or was serving at the request of the Company as a\ndirector, officer, employee, trustee, agent, or fiduciary of another foreign or\ndomestic corporation, partnership, joint venture, employee benefit plan, trust,\nor other enterprise, or was a director, officer, employee, or agent of a foreign\nor domestic corporation that was a predecessor corporation of the Company or of\nanother enterprise at the request of such predecessor corporation, or related to\nanything done or not done by Indemnitee in any such capacity, whether or not the\nbasis of the Proceeding is alleged action in an official capacity as a director,\nofficer, employee, or agent or in any other capacity while serving as a\ndirector, officer, employee, or agent of the Company, as described above.\n\n      (e) Independent Counsel:  the person or body appointed in connection with\nSection 3.\n\n      (f) Potential Change in Control:  shall be deemed to have occurred if (I)\nthe Company enters into an agreement or arrangement, the consummation of which\nwould result in the occurrence of a Change in Control; (ii) any person\n(including the Company) publicly announces an intention to take or to consider\ntaking actions that, if consummated, would constitute a Change in Control; (iii)\nany person (other than a trustee or other fiduciary holding securities under an\nemployee benefit plan of the Company acting in such capacity or a corporation\nowned, substantially the same proportions as their ownership of stock of the\nCompany), who is or becomes the Beneficial Owner, directly or indirectly, of\nsecurities of the Company representing 10% or more of the combined voting power\nof the Company's then outstanding Voting Securities, increase his beneficial\nownership of such securities by 5% or more over the percentage so owned by such\nperson on the date hereof, or (iv) the board adopts a resolution to the effect\nthat, for purposes of this Agreement, a Potential Change in Control has\noccurred.\n\n      (g) Proceeding:  (I) any threatened, pending, or completed action, suit,\nor proceeding, or whether civil, criminal, administrative, investigative, or\nother; (ii) any inquiry, hearing, or investigation, whether conducted by the\nCompany or any other party, that Indemnitee in good faith believes might lead to\nthe institution of any such action, suit, or proceeding.\n\n      (h) Reviewing Party: the person or body appointed in accordance with\nSection 3.\n\n      (I) Voting Securities: any securities of the Company that vote generally\nin the election of officers.\n\n      2.   Agreement to Indemnify.\n           ----------------------\n\n\n                                       17\n\n\n\n\n        (a) General Agreement.  In the event Indemnitee was, is, or becomes a\nparty to or witness or other participant in, or is threatened to be made a party\nto or witness or other participant in, a Proceeding by reason of (or arising in\npart out of) an Indemnifiable Event, the company shall indemnify Indemnitee from\nand against any and all Expenses to the fullest extent permitted by law, as the\nsame exits or may hereafter be amended or interpreted (but in the case of any\nsuch amendment or interpretation, only to the extent that such amendment or\ninterpretation permits the company to provide broader indemnification rights\nthan were permitted prior thereto).  The parties hereto intend that this\nAgreement shall provide for indemnification in excess of that expressly\npermitted by statute, including, without limitation, any indemnification\nprovided by the Company's Articles of Incorporation, its bylaws, vote of its\nshareholders or disinterested directors, or applicable law.\n\n        (b) Initiation of Proceeding. Notwithstanding anything in this Agreement\nto the contrary, Indemnitee shall not be entitled to indemnification pursuant to\nthis Agreement in connection with any Proceeding initiated by Indemnitee against\nthe Company or any director or officer of the Company unless (i) the Company has\njoined in or the Board has consented to the initiation of such Proceeding; (ii)\nthe Proceeding is one to enforce indemnification rights under Section 5; or\n(iii) the Proceeding is instituted after a Change in Control and Independent\nCounsel has approved its initiation.\n\n        (c) Expense Advances.  If so requested by Indemnitee, the Company shall\nadvance (within ten business days of such request) any and all Expenses to\nIndemnitee (an \"Expense Advance\"); proved that, if and to the extent that the\nReviewing Party determines that Indemnitee would not be permitted to be so\nindemnified under applicable law, the Company shall be entitled to be reimbursed\nby Indemnitee (who hereby agrees to reimburse the Company) for all such amounts\ntheretofore paid.  If Indemnitee has commenced legal proceedings in a court of\ncompetent jurisdiction to secure a determination that Indemnitee should be\nindemnified under applicable law, as provided in Section 4, any determination\nmade by the Reviewing Party that Indemnitee would not be permitted to be\nindemnified under applicable law shall not be binding and Indemnitee shall not\nbe required to reimburse the Company for any Expense Advance unit a final\njudicial determination is made with respect thereto (as to which all rights of\nappeal therefrom have been exhausted or have lapsed).  Indemnitee's obligation\nto reimburse the Company for Expense Advances shall be unsecured and no interest\nshall be charged thereon.\n\n        (d) Mandatory Indemnification.  Notwithstanding any other provision of\nthis Agreement (other than Section 2(f) below), to the extent that Indemnitee\nhas been successful on the merits in defense or any Proceeding relating in whole\nor in part to an Indemnifiable Event or in defense of any issue or matter\ntherein, Indemnitee shall be indemnified against all Expenses incurred in\nconnection therewith.\n\n        (e) Partial Indemnification.  If Indemnitee is entitled under any\nprovision of this Agreement to indemnification by the Company for some or a\nportion of Expense, but not, however, for the total amount thereof, the Company\nshall nevertheless indemnify Indemnitee for the portion thereof to which\nIndemnitee is entitled.\n\n        (f) Prohibited Indemnification.  No indemnification pursuant to this\nAgreement shall be paid by the Company on account of any Proceeding in which\njudgment is rendered against Indemnitee for an accounting of profits made from\nthe purchase or sale by Indemnitee of securities of the Company pursuant to the\nprovisions of Section 16(b) of the Act or similar provisions of any federal,\nstate or local laws.\n\n\n\n                                      18\n\n\n\n\n      3.   Reviewing Party. Prior to any Change in Control, the Reviewing Party\nshall be any appropriate person or body consisting of a member or members of the\nBoard or any other person or body appointed by the board who is not a party to\nthe particular Proceeding with respect to which Indemnitee is seeking\nindemnification; after a Change in Control, the Reviewing Party shall be the\nIndependent Counsel referred to below.  With respect to all matters arising\nafter a Change in Control (other than a Change in Control approved by a majority\nof the directors on the Board who were directors immediately prior to such\nChange in Control) concerning the rights of Indemnitee to indemnity payments and\nExpense Advances under this Agreement or any other agreement or under applicable\nlaw or the company's Articles of Incorporation of bylaws now or hereafter in\neffect relating to indemnification for Indemnifiable Events, the Company shall\nseek legal advice only from Independent Counsel selected by Indemnitee and\napproved by the Company (which approval shall not be unreasonably withheld), and\nwho has not otherwise performed services for the Company or the Indemnitee\n(other than in connection with indemnification matters ) within the last five\nyears.  The Independent Counsel shall not include any person who, under the\napplicable standards of professional conduct then prevailing, would have a\nconflict of interest in representing either the Company or Indemnitee in an\naction to determine Indemnitee's rights under this Agreement.  Such counsel,\namong other things, shall render its written opinion to the Company and\nIndemnitee as to whether and to what extent the Indemnitee should be permitted\nto be indemnified under applicable law.  the Company agrees to pay the\nreasonable fees of the Independent Counsel and to indemnify fully such counsel\nagainst any and all expenses (including attorney's fees), claims, liabilities,\nloss, and damages arising out of or relating to this Agreement or the engagement\nof Independent Counsel pursuant hereto.\n\n     4.   Indemnification Process and Appeal.\n          ----------------------------------\n         (a) Indemnification Payment.  Indemnitee shall be entitled to\nindemnification of Expenses, and shall receive payment thereof, from the Company\nin accordance with this Agreement as soon as practicable after Indemnitee has\nmade written demand on the company for indemnification, unless the Reviewing\nParty has given a written opinion to the company that Indemnitee is not entitled\nto indemnification under applicable law.\n\n         (b) Suit to Enforce Rights.   Regardless of any action by the Reviewing\nParty, if Indemnitee has not received full indemnification within thirty days\nafter making a demand in accordance with Section 4(a), Indemnitee shall have the\nright to enforce its indemnification rights under this Agreement by commencing\nlitigation in any court in the State of California having subject matter\njurisdiction thereof and in which venue is proper seeking an initial\ndetermination by the court or challenging any determination by the Reviewing\nParty or any aspect thereof.  The Company hereby consents to service of process\nand to appear in any such proceeding.  any determination by the Reviewing Party\nnot challenged by the Indemnitee shall be binding on the company and Indemnitee.\nThe remedy provided for in this Section 4 shall be in addition to any other\nremedies available to Indemnitee in law or equity.\n\n         (c) Defense to Indemnification, Burden of Proof, and Presumptions.  It\nshall be a defense to any action brought by Indemnitee against the Company to\nenforce this Agreement (other than an action brought to enforce a claim for\nExpenses incurred in defending a Proceeding in advance of its final disposition\nwhere the required undertaking has been tendered to the Company) that it is not\npermissible under applicable law for the company to indemnify Indemnitee for the\namount claimed.  In connection with any such action or any determination by the\nReviewing Party or otherwise as to whether Indemnitee is entitled to be\nindemnified hereunder, the burden of proving such a defense or\n\n\n                                       19\n\n\n\n\ndetermination shall be on the Company.  Neither the failure of the Reviewing\nParty or the company (including its board, independent legal counsel, or its\nshareholders) to have made a determination prior to the commencement of such\naction by Indemnitee that indemnification of the claimant is proper under the\ncircumstances because Indemnitee has met the standard of conduct set forth in\napplicable law, nor an actual determination by the Reviewing Party of Company\n(including it Board, independent counsel, or its shareholders) that the\nIndemnitee had not met such applicable standard of conduct, shall be a defense\nto the action or create a presumption that the Indemnitee has not met the\napplicable standard of conduct.  For purposes of this Agreement, the termination\nof any claim, action, suit, or proceeding, by judgment, order settlement\n(whether with or without court approval), conviction, or upon a plea of nolo\ncontendere, or its equivalent, shall not create a presumption that Indemnitee\ndid not meet any particular standard of conduct or have any particular belief or\nthat a court has determined that indemnification is not permitted by applicable\nlaw.\n\n      5. Indemnification for Expenses Incurred in Enforcing Rights.  The Company\nshall indemnify Indemnitee against any and all Expenses and, if requested by\nIndemnitee, shall (within ten business days of such request), advance such\nExpenses to Indemnitee, that are incurred by Indemnitee in connection with any\nclaim asserted against or action brought by Indemnitee for\n\n        (i) Indemnification of Expenses or Expense Advances by the Company under\nthis Agreement or any other agreement or under applicable law or the company's\nArticles of Incorporation or Bylaws now or hereafter in effect relating to\nindemnification for Indemnifiable Events, and\/or\n\n        (ii) recovery under directors' and officers' liability insurance\npolicies maintained by the Company, regardless of whether Indemnitee ultimately\nis determined to be entitled to such indemnification, Expense Advances, or\ninsurance recovery, as the case may be.\n\n     6.   Notification and Defense of Proceeding.\n          ---------------------------------------\n         (a) Notice.   Promptly after receipt by Indemnitee of notice of the\ncommencement of any Proceeding, Indemnitee shall, if a claim in respect thereof\nis to be made against the Company under this Agreement, notify the Company of\nthe commencement thereof; but the omission so to notify the Company will not\nrelieve the Company from any liability that it may have to Indemnitee, except as\nprovided in Section 6(c).\n\n         (b) Defense.  With respect to any Proceeding as to which Indemnitee\nnotifies the Company of the commencement thereof, the Company shall be entitled\nto participate in the Proceeding at its own expense and except as otherwise\nprovided below, to the extent the Company so wishes, it may assume the defense\nthereof with counsel reasonably satisfactory to Indemnitee.  After notice from\nthe Company to Indemnitee of its election to assume the defense of any\nProceeding, the Company shall not be liable to Indemnitee under this Agreement\nor otherwise for any Expenses subsequently incurred by Indemnitee in connection\nwith the defense of such Proceeding other than reasonable costs of investigation\nor as otherwise provided below.  Indemnitee shall have the right to employ his\nor her own legal counsel in such Proceeding, but all Expenses related thereto\nincurred after notice from the Company of its assumption of the defense shall be\nat Indemnitee's expense unless:  (I) the employment of legal counsel by\nIndemnitee has been authorized by the Company, (ii) Indemnitee has reasonably\ndetermined that there may be a conflict of interest between Indemnitee and the\nCompany in the defense of the Proceeding, (iii) after a Change in Control, the\nemployment of counsel by Indemnitee has been approved by the Independent\nCounsel, or (iv) the Company shall not in fact have employed counsel to assume\nthe defense of such Proceeding, in each of which case all Expenses of the\nProceeding\n\n\n                                       20\n\n\n\n\nshall be borne by the company.  The company shall not be entitled to assume the\ndefense of any Proceeding brought by or on behalf of the Company or as to which\nIndemnitee shall have made the determination provided for in (ii) above.\n\n          (c) Settlement of Claims.  The Company shall not be liable to\nindemnify Indemnitee under this Agreement or otherwise for any amounts paid in\nsettlement of any Proceeding effected without the Company's written consent,\nprovided, however, that if a Change in Control has occurred, the Company shall\nbe liable for indemnification of Indemnitee for amounts paid in settlement if\nthe Independent counsel has approved the settlement.  The Company shall not\nsettle any Proceeding in any manner that would impose any penalty or limitation\non Indemnitee without Indemnitee's written consent.  Neither the Company nor the\nIndemnitee will unreasonably withhold their consent to any proposed settlement.\nThe Company shall not be liable to indemnify the Indemnitee under this Agreement\nwith regard to any judicial award if the Company was not given a reasonable and\ntimely opportunity, at its expense, to participate in the defense of such\naction; the Company's liability hereunder shall not be excused if participation\nin the Proceeding by the Company was barred by this Agreement.\n\n     7.   Establishment of Trust.  In the event of a Change in Control or a\nPotential Change in Control, the Company shall, upon written request by\nIndemnitee, create a Trust for the benefit of the Indemnitee and from time to\ntime upon written request of Indemnitee shall fund the Trust in an amount\nsufficient to satisfy any and all Expense reasonably anticipated at the time of\neach such request to be incurred in connection with investigating, preparing\nfor, participating in, and\/or defending any Proceeding relating to an\nIndemnifiable Event.  The amount or amounts to be deposited in the Trust\npursuant to the foregoing funding obligation shall be determined by the\nReviewing Party.  The terms of the Trust shall provide that upon a Change in\nControl, (I) the Trust shall not be revoked or the principal thereof invaded,\nwithout the written consent of the Indemnitee, (ii) the Trustee shall advance,\nwithin ten business days of a request by the Indemnitee, any and all Expenses to\nthe Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under\nthe same circumstances for which the Indemnitee would be required to reimburse\nthe Company under Section 2(c) of this Agreement), (iii) the Trust shall\ncontinue to be funded by the Company in accordance with the funding obligation\nset forth above, (iv) the Trustee shall promptly pay to the Indemnitee all\namounts for which the Indemnitee shall be entitled to indemnification pursuant\nto this Agreement or otherwise, and (v) all unexpended funds in the Trust shall\nrevert to the Company upon a final determination by the Reviewing Party or a\ncourt of competent jurisdiction, as the case may be, that the Indemnitee has\nbeen fully indemnified under the terms of this Agreement.  The Trustee shall be\nchosen by the Indemnitee.  Nothing in this Section 7 shall relieve the Company\nof any of its obligations under this Agreement.  All income earned on the assets\nheld in the Trust shall be reported as income by the Company for federal, state,\nlocal, and foreign tax purposes.  The Company shall pay all costs of\nestablishing and maintaining the Trust and shall indemnify the Trustee against\nany and all expenses (including attorneys' fees), claims, liabilities, loss, and\ndamages arising out of or relating to this Agreement or the establishment and\nmaintenance of the Trust.\n\n     8.   Non-Exclusivity.  The rights of Indemnitee hereunder shall be in\naddition to any other rights Indemnitee may have under the Company's Articles of\nIncorporation, Bylaws, applicable law, or otherwise.  To the extent that a\nchange in applicable law (whether by statute or judicial decision) permits\ngreater indemnification by agreement than would be afforded currently under the\nCompany's Articles of Incorporation, Bylaws, applicable law, or this Agreement,\nit is the intent of the parties that Indemnitee enjoy by this Agreement the\ngreater benefits so afforded by such change.\n\n     9.   Liability Insurance.  To the extent the company maintains an insurance\npolicy or policies providing directors' and officers' liability insurance,\nIndemnitee shall be covered by\n\n\n\n                                       21\n\n\n\n\nsuch policy or policies, in accordance with its or their terms, to the maximum\nextent of the coverage available for any Company director or officer.\n\n     10.   Period of Limitations.  No legal action shall be brought and no cause\nof action shall be asserted by or on behalf of the company or any affiliate of\nthe Company against Indemnitee, Indemnitee's spouse, heirs, executors, or\npersonal or legal representatives after the expiration of two years from the\ndate of accrual of such cause of action, or such longer period as may be\nrequired by state law under the circumstances.  Any claim or cause of action of\nthe Company or its affiliate shall be extinguished and deemed released unless\nasserted by the timely filing of a legal action within such period; provided,\nhowever that if any shorter period of limitations is otherwise applicable to any\nsuch cause of action the shorter period shall govern.\n\n     11.   Amendment of this Agreement. No supplement, modification, or\namendment of this Agreement shall be binding unless executed in writing by both\nof the parties hereto.  No waiver of any of the provisions of this Agreement\nshall operate as a waiver of any other provisions hereof (whether or not\nsimilar), nor shall such waiver constitute a continuing waiver.  Except as\nspecifically provided herein, no failure to exercise or any delay in exercising\nany right or remedy hereunder shall constitute a waiver thereof.\n\n     12.   Subrogation.  In the event of payment under this Agreement, the\nCompany shall be subjugated to the extent of such payment to all of the rights\nof recovery of Indemnitee, who shall execute all papers required and shall do\neverything that may be necessary to secure such rights, including the execution\nof such documents necessary to enable the Company effectively to bring suite to\nenforce such rights.\n\n     13.   No Duplication of Payments.  The Company shall not be liable under\nthis Agreement to make any payment in connection with any claim made against\nIndemnitee to the extent Indemnitee has otherwise received payment (under any\ninsurance policy, Bylaw, or otherwise) of the amounts otherwise Indemnifiable\nhereunder.\n\n     14.   Binding Effect. This Agreement shall be binding upon and inure to the\nbenefit of and be enforceable by the parties hereto and their respective\nsuccessors (including any direct or indirect successor by purchase, merger,\nconsolidation, or otherwise to all or substantially all of the business and\/or\nassets of the Company), assigns, spouses, heirs, and personal and legal\nrepresentatives.  The Company shall require and cause any successor (whether\ndirect or indirect by purchase, merger,  consolidation, or otherwise) to all,\nsubstantially all, or a substantial part, of the business and\/or assets of the\nCompany, by written agreement in form and substance satisfactory to Indemnitee,\nexpressly to assume and agree to perform this Agreement in the same manner and\nto the same extent that the Company would be required to perform if no such\nsuccession had taken place.  The indemnification provided under this Agreement\nshall continue as to Indemnitee for any action taken or not taken while serving\nin an indemnified capacity pertaining to an Indemnifiable Event even though he\nor she may have ceased to serve in such capacity at the time of any Proceeding.\n\n     15.   Severability.  If any provision (or portion thereof) of this\nAgreement shall be held by a court of competent jurisdiction to be invalid,\nvoid, or otherwise unenforceable, the remaining provision shall remain\nenforceable to the fullest extent permitted by law.  Furthermore, to the fullest\nextent possible, the provisions of this Agreement (including, without\nlimitation, each portion of this Agreement containing any provision held to be\ninvalid, void, or otherwise unenforceable, that is not itself\n\n\n                                       22\n\n\n\n\ninvalid, void, or unenforceable) shall be construed so as to give effect to the\nintent manifested by the provision held invalid, void, or unenforceable.\n\n     16.   Governing Law. This Agreement shall be governed by and construed and\nenforced in accordance with the laws of the State of California applicable to\ncontracts made and to be performed in such State without giving effect to the\nprinciples of conflicts of laws.\n\n     17.   Notices.  All notices, demands, and other communications required or\npermitted hereunder shall be made in writing and shall be deemed to have been\nduly given if delivered  by hand, against receipt, or mailed, postage prepaid,\ncertified or registered mail, return receipt requested, and addressed to the\nCompany at:\n\n           Micrel, Incorporated\n           1849 Fortune Drive\n           San Jose, California   95131\n           Attn:  President\n\nand to Indemnitee at:\n           George T. Anderl\n           10205 Avocado Place\n           Cupertino,  CA  95014\n           Attn:\n\n     Notice of change of address shall be effective only when given in\naccordance with this Section.  All notices complying with this Section shall be\ndeemed to have been received on the date of delivery or on the third business\nday after mailing.\n\n     18.   Counterparts.  This Agreement may be executed in one or more\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered\nthis Agreement as of the day specified above.\n\n                                            MICREL, INCORPORATED\n                                            By:     \/S\/  Warren H. Muller\n                                                    ----------------------\n                                            Title:  Vice President, Secretary\n\n                                            INDEMNITEE:\n                                            \/S\/ George T. Anderl\n                                            -----------------------------\n                                            George T. Anderl\n\n                                       23\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8216],"corporate_contracts_industries":[9512],"corporate_contracts_types":[9553,9557],"class_list":["post-40817","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-micrel-inc","corporate_contracts_industries-technology__semiconductors","corporate_contracts_types-corporate","corporate_contracts_types-corporate__indemn"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40817","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40817"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40817"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40817"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40817"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}