Exhibit 10.41


 


LATTICE SEMICONDUCTOR CORPORATION


 


INDEMNIFICATION AGREEMENT


This Indemnification Agreement (“Agreement”) is made as of May 6, 2003 by
and between Lattice Semiconductor Corporation, a Delaware corporation (the “Company”), and
                                                        (“Indemnitee”).


 


Recitals


 


A.            The Company desires to attract and retain qualified
directors, officers, employees and other agents, and to provide them with
protection against liability and expenses incurred while acting in that
capacity;


 


B.            The Certificate of Incorporation and Bylaws of the
Company contain provisions for indemnifying directors and officers of the
Company, and the Bylaws and Delaware law contemplate that separate contracts
may be entered into between the Company and its directors and officers,
employees and other agents with respect to their indemnification by the
Company, which contracts may provide greater protection than is afforded by the
Certificate of Incorporation and Bylaws;


 


C.            The Company understands that Indemnitee has reservations
about serving or continuing to serve the Company without adequate protection
against personal liability arising from such service, and that it is also of
critical importance to Indemnitee that adequate provision be made for advancing
costs and expenses of legal defense; and


 


D.            The Board of Directors has approved as being in the best
interests of the Company indemnity contracts substantially in the form of this
Agreement for directors and officers of the Company and its subsidiaries and
for certain other employees and agents of the Company designated by the Board
of Directors.


 


NOW, THEREFORE, in order to induce Indemnitee
to serve or to continue to serve as a director, officer, employee or agent of
the Company, and in consideration of Indemnitee's service to the Company, the
parties agree as follows:


 


1.     Contractual Indemnity. 
In addition to the indemnification provisions of the Certificate of
Incorporation and Bylaws of the Company, the Company hereby agrees, subject to
the limitations of Sections 2 and 5 hereof:


 


(a)  To indemnify, defend and hold
Indemnitee harmless to the greatest extent possible under applicable law from
and against any and all judgments, fines, penalties, amounts paid in settlement
and any other amounts reasonably incurred or suffered by Indemnitee (including
attorneys' fees) 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, in connection
with any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, including an action by or in
the right of the Company, to which Indemnitee is, was or at any time becomes a
party, or is threatened to be made a


 


1

















 


party, by reason
of the fact that Indemnitee is, was or at any time becomes a director, officer,
employee or agent of the Company or is or was serving or at any time serves at
the request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise (collectively
referred to hereafter as a “Claim”), whether or not arising prior to the date
of this Agreement.


 


(b)  To pay any and all expenses reasonably
incurred by Indemnitee in defending any Claim or Claims (including reasonable
attorneys' fees and expenses and other reasonable costs of investigation and
defense), as the same are incurred and in advance of a final judicial
determination (as to which all rights of appeal therefrom have been exhausted
or lapsed) (the “Final Judicial Determination”) of any such Claim or Claims,
upon receipt of a written undertaking by or on behalf of Indemnitee (which
shall be unsecured and shall not bear interest) to reimburse such amounts if a
Final Judicial Determination determines that Indemnitee (i) is not entitled to
be indemnified by the Company under this Agreement, and (ii) is not entitled to
be indemnified by the Company under the Certificate of Incorporation or the
Bylaws of the Company.


 


(c)  The termination of any action 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 (i) Indemnitee did not act in good faith and in a manner which Indemnitee
reasonably believed to be in the best interests of the Company, or (ii) with
respect to any criminal action or proceeding, Indemnitee had reasonable cause
to believe that Indemnitee's conduct was unlawful.


 


2.     Limitations on Contractual Indemnity.  Indemnitee shall not be entitled to
indemnification or advancement of expenses under Section 1:


 


(a)  if a court of competent jurisdiction,
by a Final Judicial Determination, shall determine that (i) the Claim or Claims
in respect of which indemnity is sought arise from Indemnitee's fraudulent,
dishonest or willful misconduct, or (ii) such indemnity is not permitted under
applicable law; or


 


(b)  on account of any suit in which
judgment is rendered for an accounting of profits made from the purchase or
sale by Indemnitee of securities of the Company in violation of the provisions
of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto
or similar provisions of any federal, state or local statutory law; or


 


(c)  for any acts or omissions or
transactions from which Indemnitee may not be relieved of liability under the
Delaware General Corporation Law; or


 


(d)  with respect to proceedings or claims
initiated or brought voluntarily by Indemnitee and not by way of defense,
except (i) with respect to proceedings brought in good faith to establish or
enforce a right to indemnification under this Agreement or any other statute or
law, or (ii) at the Company's discretion, in specific cases if the Board of
Directors of the Company has approved the initiation or bringing of such suit;
or


 


(e)  for expenses or liabilities of any type
whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes
or penalties, and amounts paid in


 


2

















 


settlement) which
have been paid directly to Indemnitee by an insurance carrier under a policy of
liability insurance maintained by the Company; or


 


(f)  for any expenses incurred by the
Indemnitee with respect to any proceeding instituted by Indemnitee to enforce
or interpret this Agreement, if a court of competent jurisdiction determines
that each of the material assertions made by the Indemnitee in such proceeding
was not made in good faith or was frivolous.


 


Notwithstanding any
limitations set forth in this Section 2, regarding the Company's obligation to
provide indemnification, Indemnitee shall be entitled under Section 4 to
receive expense advances hereunder with respect to any such Claim unless and
until a court having jurisdiction over the Claim shall have made a Final
Judicial Determination that Indemnitee has engaged in acts, omissions or
transactions for which Indemnitee is prohibited from receiving indemnification
under this Section 2.


 


3.     Continuation of Contractual Indemnity.  Subject to the termination provisions of
Section 11, all agreements and obligations of the Company contained herein
shall continue for so long as Indemnitee shall be subject to any possible
action, suit, proceeding or other assertion of a Claim or Claims.


 


4.     Expenses; Indemnification Procedure.  The Company shall advance all expenses
incurred by Indemnitee in connection with the investigation, defense,
settlement or appeal of any civil or criminal action or proceeding referenced
in Section 1 hereof (but not amounts actually paid in settlement of any such
action or proceeding).  Indemnitee
hereby undertakes to repay such amounts advanced if, and to the extent that, a
Final Judicial Determination determines that Indemnitee is not entitled to be
indemnified by the Company as authorized hereby.  The advances to be made hereunder shall be paid by the Company to
Indemnitee within twenty (20) days following delivery of a written request
therefor by Indemnitee to the Company.


 


5.     Notification and Defense of Claim.  If any action, suit, proceeding or other
Claim is brought against Indemnitee in respect of which indemnity may be sought
under this Agreement:


 


(a)  Indemnitee will promptly notify the
Company in writing of the commencement thereof, and the Company and any other
indemnifying party similarly notified will be entitled to participate therein
at its own expense or to assume the defense thereof and to employ counsel
reasonably satisfactory to Indemnitee provided however, that failure to provide
such notice in accordance with this Section 2(b) shall not affect Indemnitee's
rights to receive any expenses or expense advances hereunder unless and except
to the extent that the Company did not otherwise learn of such Claim and such
failure of Indemnitee to provide such notice results in the forfeiture by the
Company of substantial rights and defenses. 
Notice to the Company shall be directed to the Chief Executive Officer
of the Company at the address shown on the signature page of this  Agreement (or such other address as the
Company shall designate in writing to Indemnitee).  Notice shall be deemed received three (3) business days after the
date postmarked if sent by domestic certified or registered mail, properly
addressed; otherwise


 


3

















 


notice shall be
deemed received when such notice shall actually be received by the
Company.  If the Company does not assume
the defense of a Claim or the Indemnitee reasonably determines that there may
be a conflict between the positions of the Company in conducting the defense or
a Claim, the counsel to Indemnitee shall be entitled to conduct the defense as
reasonably determined by such counsel to be necessary or desirable to protect
the interests of the Indemnitee and the Company shall not have the right to
assume the defense of such Claim and the reasonable fees and expenses of such
counsel to the Indemnitee shall be borne by the Company upon delivery to the
Company of the undertaking referred to in subparagraph (b) of Section 1.  However, in no event will the Company be
obligated to pay the fees or expenses of more than one firm of attorneys
representing Indemnitee and any other agents of the Company in connection with
any one Claim or separate but substantially similar or related Claims in the
same jurisdiction arising out of the same general allegations or circumstances,
unless Indemnitee reasonably determines that representation of Indemnitee and
other agents of the Company by the same firm of attorneys would present a
conflict of interest that materially prejudices the interests of Indemnitee.


 


(b)  The Company shall not be liable to
indemnify Indemnitee for any amounts paid in settlement of any Claim effected
without the Company's written consent, and the Company shall not settle any
Claim in a manner which would impose any penalty or limitation on Indemnitee or
require the admission of guilt or responsibility without Indemnitee's written
consent; provided, however, that neither the Company nor Indemnitee will
unreasonably withhold its consent to any proposed settlement and, provided
further, that if a claim is settled by the Indemnitee with the Company's
written consent, or if there is a Final Judicial Determination for the
plaintiff in connection with the Claim by a court of competent jurisdiction,
the Company shall indemnify and hold harmless Indemnitee from and against any and
all losses, costs, expenses and liabilities incurred by reason of such
settlement or judgment.


 


(c)  Indemnitee shall give the Company such
information in the possession of, or reasonably obtainable by, Indemnitee, and
cooperation as it may reasonably require and as shall be within Indemnitee's
power and control.


 


(d)  Any indemnification provided for in
Section 1 shall be made no later than forty-five (45) days after receipt of the
written request of Indemnitee.  If a
Claim under this Agreement, under any statute, or under any provision of the
Company's Certificate of Incorporation or Bylaws providing for indemnification,
is not paid in full by the Company within forty-five (45) days after a written
request for payment thereof has first been received by the Company, Indemnitee
may, but need not, at any time thereafter bring an action against the Company
to recover the unpaid amount of the claim and, subject to Section 13 of this
Agreement, Indemnitee shall also be entitled to be reimbursed for the expenses
(including attorneys' fees) of bringing such action.  It shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in connection with any action
or proceeding in advance of its final disposition) that Indemnitee has not met
the standards of conduct which make it permissible under applicable law for the
Company to indemnify Indemnitee for the amount claimed but the burden of
proving such defense shall be on the Company, and


 


4

















 


Indemnitee shall
be entitled to receive interim payments of expenses pursuant to Subsection 4
unless and until there is a Final Judicial Determination for such defense.  It is the parties' intention that if the
Company contests Indemnitee's right to indemnification, the question of
Indemnitee's right to indemnification shall be for the court to decide, and
neither the failure of the Company (including its Board of Directors, any
committee or subgroup of the Board of Directors, independent legal counsel, or
its stockholders) to have made a determination that indemnification of
Indemnitee is proper in the circumstances because Indemnitee has met the
applicable standard of conduct required by applicable law, nor an actual
determination by the Company (including its Board of Directors, any committee
or subgroup of the Board of Directors, independent legal counsel, or its
stockholders) that Indemnitee has not met such applicable standard of conduct,
shall create a presumption that Indemnitee has or has not met the applicable
standard of conduct.


 


(e)  If, at the time of the receipt of a
notice of a Claim, 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, provided however,
that nothing contained in this Section 5(e) shall excuse the Company from its
obligations to pay expenses or expense advances to Indemnitee as provided
herein.


 


6.     Scope.  Notwithstanding
any other provision of this Agreement, the Company hereby agrees to indemnify
the Indemnitee against any Claim 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 Certificate of Incorporation,
the Company's Bylaws 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 Delaware corporation to
indemnify a member of its board of directors, an officer or other corporate
agent, such changes shall be, ipso facto, within the purview of Indemnitee's
rights and 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 Delaware corporation to
indemnify a member of its Board of Directors, an officer, or other corporate
agent, such changes, to the extent not otherwise required by applicable law  to be applied to this Agreement, shall have
no effect on this Agreement or the parties' rights and obligations hereunder.


 


7.     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.


 


5

















 


8.     Public Policy. 
Both the Company and Indemnitee acknowledge that in certain instances,
Federal law or applicable public policy may prohibit the Company from
indemnifying its directors and officers under this Agreement or otherwise.  Indemnitee understands and acknowledges that
the Company has undertaken or may be required in the future to undertake with
the Securities and Exchange Commission to submit the question of
indemnification to a court in certain circumstances for a determination of the
Company's right under public policy to indemnify Indemnitee.


 


9.     Insurance. 
Although the Company may from time to time maintain insurance for the
purpose of indemnifying Indemnitee and other agents of the Company against
personal liability, including costs of legal defense, nothing in this Agreement
shall obligate the Company to do so.


 


10.   No Restrictions.  The rights and remedies of Indemnitee under
this Agreement shall not be deemed to exclude or impair any other rights or
remedies to which Indemnitee may be entitled under the Certificate of
Incorporation or Bylaws of the Company, or under any other agreement, provision
of law or otherwise, nor shall anything contained herein restrict the right of
the Company to indemnify Indemnitee in any proper case even though not
specifically provided for in this Agreement, nor shall anything contained herein
restrict Indemnitee's right to contribution as may be available under
applicable law.  The indemnification
provided under this Agreement shall continue as to Indemnitee for any action
Indemnitee took or did not take while serving in an indemnified capacity even
though Indemnitee may have ceased to serve in such capacity.


 


11.   Termination.  The Company may terminate this Agreement at any time upon ninety
(90) days written notice, but any such termination will not affect Claims
relating to events occurring prior to the effective date of termination.


 


12.   Severability.  Each of the provisions of this Agreement is
a separate and distinct agreement and independent of the others, so that if any
provision hereof shall be held to be invalid or unenforceable for any reason,
such invalidity or unenforceability shall not affect the validity or
enforceability of the other provisions hereof. 
Furthermore, to the fullest extent possible, the provisions of this
Agreement (including, without limitations, each portion of this Agreement
containing any provision held to be invalid, void or otherwise unenforceable,
that is not itself invalid, void or unenforceable) shall be construed so as to
give effect to the intent manifested by the provision held invalid, illegal or
unenforceable.


 


13.   Attorneys' Fees.  In the event of any litigation or other
action or proceeding to enforce or interpret this Agreement, the prevailing
party as determined by the court shall be entitled to an award of its
reasonable attorneys' fees and other costs, in addition to such relief as may
be awarded by a court or other tribunal.


 


14.   Further Assurances.  The parties will do, execute and deliver, or
will cause to be done, executed and delivered, all such further acts, documents
and things as may be reasonably required for the purpose of giving effect to
this Agreement and the transactions contemplated hereby.


 


6

















 


15.   Acknowledgment.  The Company expressly acknowledges that it
has entered into this Agreement and assumed the obligations imposed on the
Company hereunder in order to induce Indemnitee to serve or to continue to
serve as an agent of the Company, and acknowledges that Indemnitee is relying
on this Agreement in serving or continuing to serve in such capacity.


 


16.   Construction of Certain Phrases.


 


(a)  “Company”.  For purposes of this Agreement, references
to the “Company” shall also include, in addition to the resulting corporation
in any consolidation or merger to which the Company is a party, any constituent
corporation (including any constituent of a constituent) absorbed in
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, employees or
agents, so that if Indemnitee is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, 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.


 


(b)  Benefit
Plans.  References to “fines”
contained in this Agreement 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.


 


17.   Counterparts.  This Agreement may be executed (including by
facsimile) in one or more counterparts, each of which shall constitute an
original and together shall constitute one instrument.


 


18.   Notice.  All notices, requests, demands and other communications under
this Agreement shall be in writing and shall be deemed duly given (i) if
delivered by hand and receipted for by the party addressee, on the date of such
receipt, or (ii) if mailed by domestic certified or registered mail with
postage prepaid, on the third business day after the date postmarked.  Addresses for notice to either party are as
shown on the signature page of this Agreement, or as subsequently modified by
written notice.


 


19.   Subrogation.  In the event of payment under this Agreement, the Company shall
be subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who shall execute all documents required and shall do all acts that
may be necessary to secure such rights and to enable the Company effectively to
bring suit to enforce such rights.


 


7

















 


20.   Governing Law; Binding Effect; Amendment.


 


(a)  This
Agreement shall be interpreted and enforced in accordance with the laws of the
State of Delaware applicable to contracts entered into in Delaware.


 


(b)  This
Agreement shall be binding upon Indemnitee and the Company, their successors
and assigns, and shall inure to the benefit of Indemnitee, his heirs, personal
representatives and assigns and to the benefit of the Company, its successors
and assigns.


 


(c)  No
amendment, modification, termination or cancellation of this Agreement shall be
effective unless in writing signed by both parties hereto.


 


IN WITNESS
WHEREOF, the parties
hereto have executed this Agreement as of the date first above written.


 


	
   

  	
  LATTICE
  SEMICONDUCTOR CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AGREED TO AND ACCEPTED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


8