Exhibit 10.1


 


FORM OF AMENDED AND RESTATED


INDEMNIFICATION AGREEMENT


FOR DIRECTORS AND EXECUTIVE OFFICERS


 


THIS
AMENDED AND RESTATED INDEMNIFICATION AGREEMENT is made and entered into as of
this        day of
                          ,
20     (this “Agreement”), by and between Semtech
Corporation, a Delaware corporation (the “Corporation,” which term shall
include any one or more of its subsidiaries where appropriate), and
                                    
(“Indemnitee”).


 


WHEREAS,
highly competent persons are becoming more reluctant to serve corporations as
directors or officers or in other capacities unless they are provided with
indemnification against inordinate risks of claims and actions against them
arising out of their service to, and activities on behalf of, such
corporations;


 


WHEREAS,
the Board of Directors of the Corporation (the “Board”) has determined
that it is in the best interests of the Corporation and its stockholders to
attract qualified people to act as officers and directors of the Corporation
and in connection therewith, it is reasonable, prudent and necessary for the
Corporation to contractually obligate itself to indemnify such persons to the
fullest extent permitted by applicable law so that they will serve or continue
to serve the Corporation free from undue concern that they will not be so
indemnified; and


 


WHEREAS, Indemnitee
is willing to serve, continue to serve and/or to undertake additional service
for or on behalf of the Corporation on the condition that Indemnitee be so indemnified.


 


NOW,
THEREFORE, in consideration of the promises and the covenants contained herein,
the Corporation and Indemnitee do hereby covenant and agree as follows:


 


1.             Services by
Indemnitee.  Indemnitee agrees
to serve or continue to serve as a director and/or officer of the Corporation
for so long as Indemnitee is duly elected or appointed or until such time as
Indemnitee tenders his or her resignation orally (which oral resignation is
accepted by the Board) or in writing or is removed as a director and/or
officer.


 


2.             General.  The Corporation shall indemnify
and hold harmless, and shall advance Expenses (as hereinafter defined) to, Indemnitee
as provided in this Agreement and to the fullest extent permitted by law in
effect on the date hereof and to such greater extent as applicable law may
hereafter from time to time permit.


 


3.             Indemnification
for Proceedings.  Indemnitee
shall be entitled to the rights of indemnification provided in this Section 3
if, wholly or partly by reason of his or her Corporate Status (as hereinafter
defined), Indemnitee is, or is threatened to be made, a party to or
otherwise becomes involved (as a witness or otherwise) in any threatened,
pending or completed Proceeding (as hereinafter defined), including a
Derivative Claim.  Pursuant to this Section 3,
Indemnitee shall be indemnified and held harmless against all Expenses and
Losses reasonably incurred by Indemnitee or on Indemnitee’s behalf in
connection with such Proceeding or any


 

















 


claim,
issue or matter therein, to the fullest extent permitted by law on the date
hereof and to such greater extent as applicable law may hereafter from time to
time permit.  Notwithstanding the
foregoing, except pursuant to Section 7 hereof and to the extent provided
therein, the Corporation shall not indemnify, or advance Expenses to, Indemnitee
in connection with (i) a Proceeding (or part thereof) initiated by
Indemnitee unless such Proceeding (or part thereof) was authorized by a
majority vote of Disinterested Directors, and (ii) any claim against
Indemnitee for an accounting of profits made from the purchase or sale by
Indemnitee of securities of the Corporation pursuant to 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.


 


4.             Limitation
in Derivative Claims.  Notwithstanding
the foregoing, with respect to a Derivative Claim, to the extent required by
applicable law, no indemnification against Expenses or Losses shall be made in
respect of any claim, issue or matter as to which Indemnitee shall have been
adjudged to be grossly negligent or guilty of willful misconduct, unless and
only to the extent that the Court of Chancery of the State of Delaware or the
court in which such proceeding shall have been brought shall determine upon
application that, despite the adjudication of liability against Indemnitee,
that in view of all the circumstances of the case, Indemnitee is fairly
and reasonably entitled to indemnity for such Expenses, liabilities and losses
which the Court of Chancery of the State of Delaware or such other court shall
deem proper.


 


5.             Indemnification
for Expenses, Liabilities and Losses of a Party Who is Wholly or Partly
Successful.  Notwithstanding
any other provision of this Agreement, to the extent that Indemnitee is, by
reason of Indemnitee’s Corporate Status, a party to and is successful, on the
merits or otherwise, in any Proceeding, Indemnitee shall be indemnified
and held harmless against all Expenses and Losses reasonably incurred by
Indemnitee or on Indemnitee’s behalf in connection therewith.  If Indemnitee is not wholly successful in
such Proceeding but is successful, on the merits or otherwise, as to one or
more but less than all claims, issues or matters in such Proceeding, the
Corporation shall indemnify and hold harmless Indemnitee against all Expenses
and Losses reasonably incurred by Indemnitee or on Indemnitee’s behalf in
connection with each successfully resolved claim, issue or matter.  For purposes of this Section 5 and
without limitation of the foregoing, the termination of any claim, issue or
matter in such a Proceeding by summary judgment, dismissal or withdrawal with
or without prejudice shall be deemed a successful result as to such claim,
issue or matter.  For avoidance of doubt,
other resolutions of a claim, issue or matter, such as settlement or a plea of
nolo contendere, may be deemed to be a successful result as to such claim,
issue or matter, to the extent permitted by applicable law.


 


6.             Advancement
of Expenses.  The Corporation
shall advance all Expenses incurred by or on behalf of Indemnitee in connection
with any Proceeding within twenty (20) days after the receipt by the
Corporation of a statement or statements from Indemnitee requesting such
advance or advances from time to time, whether prior to or after final
disposition of such Proceeding.  Such
statement or statements shall reasonably evidence the Expenses incurred by
Indemnitee.  Advances shall be unsecured
and interest-free.  Advances shall be
made without regard to Indemnitee’s ultimate entitlement to indemnification
under the other provisions of this Agreement. 
Advances shall include any and all reasonable Expenses incurred pursuing
an action to enforce the right of advancement, to the extent provided in Section 7(c) hereof.  By execution of this Agreement, Indemnitee
hereby agrees to repay any Expenses advanced if, and to the


 


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extent,
it shall ultimately be determined, in accordance with this Agreement, that
Indemnitee is not entitled to be indemnified by the Corporation.  No other form of undertaking to return
advances shall be required other than the execution of this Agreement.  The right to advances under this Section shall
in all events continue until final disposition of any Proceeding, including any
appeal in respect thereof.  With respect
to advances, the Corporation shall, in accordance with Indemnitee’s request
(but without duplication):  (i) pay
such Expenses on behalf of Indemnitee; (ii) advance to Indemnitee funds
sufficient to permit payment of such Expenses or (iii) reimburse
Indemnitee for such Expenses.


 


7.             Indemnitee’s
Right to Bring Suit; Certain Claims.


 


(a)           If a claim for indemnification or
advancement of Expenses is not paid in full by the Corporation on or before its
due date in accordance with the terms of this Agreement, Indemnitee may at
any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim.  If successful in
whole or in part in any such suit, Indemnitee shall also be entitled to be
paid the Expense of prosecuting such Proceeding.  It shall be a defense to any claim for
indemnification (but not to an action brought to enforce a claim for Expenses
incurred in defending any proceeding in advance of its final disposition) that
Indemnitee has not met the standards of conduct that make it permissible under
the DGCL for the Corporation to indemnify Indemnitee for the amount claimed,
but the burden of proving such defense, which must be established by clear and
convincing evidence, shall be on the Corporation.  Neither the failure of the Corporation
(including the Board, independent counsel, Disinterested Directors or the
Corporation’s stockholders) to have made a determination prior to the
commencement of such Proceeding to the effect that indemnification of
Indemnitee is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the DGCL, nor an actual
determination by the Corporation (including the Board, independent counsel,
Disinterested Directors or the Corporation’s stockholders) that Indemnitee has
not met such applicable standard of conduct, shall be a defense to the
Proceeding or create a presumption that Indemnitee has not met the applicable
standard of conduct.  Nothing in this
Agreement is intended to imply that the Corporation would make any
indemnification payments to Indemnitee without complying with the applicable
provisions of the DGCL.


 


(b)           The Corporation
shall be precluded from asserting in any Proceeding that the procedures and
presumptions of this Agreement are not valid, binding and enforceable and shall
stipulate in any such court or before any such arbitrator that the Corporation
is bound by all the provisions of this Agreement.  The knowledge and/or actions, or failure to
act, of any director, officer, agent or employee of the Corporation or of the
Corporation itself shall not be imputed to Indemnitee for purposes of determining
any rights under this Agreement.


 


(c)           If Indemnitee,
pursuant to this Section 7, seeks a judicial adjudication to enforce
Indemnitee’s rights under, or to recover damages for breach of, this Agreement, Indemnitee
shall be entitled to recover from the Corporation, and shall be indemnified by
the Corporation against, any and all Expenses actually and reasonably incurred
by Indemnitee in such judicial adjudication provided Indemnitee prevails
therein.


 


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(d)           Indemnitee shall be
entitled to the advancement of Expenses in connection with a Proceeding
described in clause (ii) of the last sentence of Section 3; provided
that Indemnitee shall not be entitled to any Losses incurred in such a
Proceeding unless, in addition to Indemnitee having met the standards of
conduct that make it permissible under the DGCL for the Corporation to
indemnify Indemnitee for the amount claimed, the transaction underlying the
Proceeding was one in which Indemnitee had no discretion (such as a merger or a
forced conversion of a security) or a transaction which was reviewed in advance
and approved by counsel to the Corporation.


 


8.             Security.  To the extent requested by Indemnitee and
approved by the Board, the Corporation may at any time and from time to time
provide security to Indemnitee for the Corporation’s obligations hereunder
through an irrevocable bank line of credit, funded trust or other
collateral.  Any such security, once
provided to Indemnitee, may not be revoked or released without the prior
written consent of Indemnitee.


 


9.             Non-Exclusivity;
Duration of Agreement; Insurance; Subrogation.


 


(a)           The rights to be indemnified and to
receive advancement of Expenses as provided by this Agreement shall not be
deemed exclusive of any other rights to which Indemnitee may at any time be
entitled under applicable law, the Corporation’s Certificate of Incorporation
or Bylaws, any other agreement, a vote of stockholders or a resolution of
directors, or otherwise.  This Agreement
and Indemnitee’s right to indemnification hereunder shall continue after
Indemnitee has ceased to provide services to the Corporation as a director,
officer, employee, agent, or fiduciary of the Corporation and shall inure to
the benefit of Indemnitee’s heirs, executors, administrators and legal representatives
until the latest of (i) expiration of the statute of limitations
applicable to any claim that could be asserted against Indemnitee for which
Indemnitee would be entitled to indemnification hereunder, (ii) ten years
after the date that Indemnitee has ceased to provide services to the
Corporation, and (iii) one year after the final adjudication of any
Proceeding, but for the pendency of which, rights to indemnification hereunder
would have terminated pursuant to the foregoing clauses (i) or (ii).  Indemnitee’s spouse or domestic partner shall
be entitled to the same rights to indemnification as Indemnitee (including
rights to advancement of Expenses) if Indemnitee is deceased and the assets of
Indemnitee’s spouse or domestic partner are pursued in a Proceeding which, if
brought while Indemnitee were alive, would have entitled Indemnitee to
indemnification under this Agreement. 
This Agreement shall be binding upon the Corporation and its successors
and assigns, and the Corporation shall require and cause any such successor
(whether direct or indirect by purchase, merger, consolidation or otherwise) to
the business
or assets of the Corporation, whether by merger or otherwise, to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Corporation would have been required to perform if no such
succession or assignment had taken place.


 


(b)           The Corporation shall use its
commercially reasonable efforts to obtain an insurance policy or policies
providing insurance for the Corporation’s officers and directors, for such
periods and coverage limits as the Board may from time to time determine,
giving due consideration to the Corporation’s existing resources and the state
of market conditions for directors’ and officers’ insurance generally.  If the Corporation maintains an insurance
policy or policies providing liability insurance for directors or officers of
the 


 


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Corporation
or fiduciaries of any other domestic or foreign corporation, partnership, joint
venture, limited liability company, trust, employee benefit plan or other
enterprise that such person serves at the request of the Corporation, Indemnitee
shall be covered by such policy or policies in accordance with the terms
thereof to the maximum extent of the coverage available for any such director
or officer under such policy or policies; provided that greater coverage may be
made available to another director or officer of the Corporation if such
coverage has been approved by a majority of the directors who are serving on
the Board on the date of this Agreement. 
The Corporation shall not be obligated to indemnify Indemnitee for
Expenses or Losses that have actually been paid directly to such person through
directors’ and officers’ liability insurance. 
As part of, and prior to or simultaneously with the consummation of, any
transaction described in clause (ii) of the definition of Change in
Control, the Corporation shall purchase or cause to be purchased an insurance
policy (the “Tail Policy”) to maintain in force for six years after such Change in Control any and all
directors’ and officers’ liability insurance coverage provided by the
Corporation prior to such Change in Control. 
The Tail Policy, if to be provided by an insurance carrier other than
that which provided liability coverage prior to such Change in Control, shall
be of at least the same coverage and amounts and shall contain terms and
conditions that are not less advantageous in the aggregate to the directors and
officers of the Corporation than the liability insurance in place prior to such
Change in Control.


 


(c)           Except as otherwise provided in Section 15,
if any payment is made under this Agreement, the Corporation shall be
subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who shall execute all papers reasonably required and take all
action reasonably necessary, at the expense of the Corporation, to secure such
rights, including execution of such documents as are necessary to enable the
Corporation to bring suit to enforce such rights.  To the extent that Indemnitee receives any
payment under this Agreement from (i) any insurance policy, contract,
agreement or otherwise, and/or separately (ii) the Corporation, Indemnitee
shall, after receiving payment to satisfy all rights of recovery that
Indemnitee is due, direct any additional payment that it shall receive to the
Corporation or shall reimburse the Corporation for that portion of any such
payment to Indemnitee, that when combined with all other payments received by
Indemnitee, is greater than the amount necessary to satisfy all of the rights
of recovery of Indemnitee.


 


10.           Severability.  If any provision or provisions of
this Agreement shall be held to be invalid, illegal or unenforceable for any
reason whatsoever: (a) the validity, legality and enforceability of the
remaining provisions of this Agreement (including, without limitation, each
portion of any section of this Agreement containing any such provision held to
be invalid, illegal or unenforceable, that is not itself invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby; and (b) to
the fullest extent possible, the provisions of this Agreement (including,
without limitation, each portion of any Section of this Agreement
containing any such provision held to be invalid, illegal or unenforceable,
that is not itself invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent manifested by the excised provision.


 


11.           Contribution.  To the fullest extent permissible
under applicable law, if the indemnification provided for in this Agreement is
unavailable for any reason, the Corporation, in lieu of indemnifying
Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for
judgments, fines, penalties, excise taxes, amounts paid or to be paid in 


 


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settlement
and/or for Expenses, in connection with any claim relating to an indemnifiable
event under this Agreement, in such proportion as is deemed fair and reasonable
in light of all of the circumstances of such Proceeding in order to reflect (i) the
relative benefits received by the Corporation and Indemnitee as a result of the
event(s) and/or transaction(s) giving cause to such Proceeding;
and/or (ii) the relative fault of the Corporation (and its directors,
officers, employees and agents) and Indemnitee in connection with such event(s) and/or
transaction(s).


 


12.           Definitions.  For purposes of this Agreement:


 


(a)           “Change in Control” means a
change in control of the Corporation of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in
response to any similar item or any similar schedule or form) promulgated under
the Securities Exchange Act of 1934, as amended (the “Act”), whether or
not the Corporation is then subject to such reporting requirement; provided,
however, that, without limitation, such a Change in Control shall be deemed to
have occurred if (i) any “person” or “group” (as such terms are used in
Sections 13(d) and 14(d) of the Act) is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Act), directly or indirectly,
of securities of the Corporation representing twenty percent (20%) or more of
the combined voting power of the Corporation’s then outstanding securities
without the prior approval of at least two-thirds of the members of the Board
in office immediately prior to such person attaining such percentage interest; (ii) the
Corporation is a party to a merger, consolidation, sale of assets or other
reorganization, or a proxy contest, as a consequence of which members of the
Board in office immediately prior to such transaction or event constitute less
than a majority of the Board thereafter; or (iii) during any period of two
(2) consecutive years, individuals who at the beginning of such period
constituted the Board (including for this purpose any new director whose
election or nomination for election by the Corporation’s stockholders was
approved by a vote of at least two-thirds of the directors then still in office
who were directors at the beginning of such period) cease for any reason to
constitute at least a majority of the Board.


 


(b)           “Corporate Status” describes
the status of a person who is or was or has agreed to become a director of the
Corporation, or is or was an officer, employee, agent or fiduciary of the
Corporation, any of its wholly-owned subsidiaries, or any other domestic or
foreign corporation, partnership, joint venture, limited liability company,
trust, employee benefit plan or other enterprise that such person is or was
serving at the request of the Corporation.


 


(c)           “Derivative Claim” means a
Proceeding by or in the right of the Corporation to procure a judgment in its
favor.


 


(d)           “DGCL” means the Delaware
General Corporation Law.


 


(e)           “Disinterested Director” means
a director of the Corporation who is not and was not a party to the Proceeding
in respect of which indemnification is sought by Indemnitee.


 


(f)            “Expenses” shall include all
reasonable attorneys’ fees and reasonable expenses, retainers, court costs,
transcript costs, fees and expenses of experts and witnesses, travel expenses,
duplicating costs, printing and binding costs, telephone charges, 


 


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postage,
delivery service fees, and all other disbursements or expenses of the type
customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, being a witness in or investigating a Proceeding or any
appeal resulting therefrom, including without limitation the premium, security
for, and other costs relating to any cost bond, supersedeas bond, or other
appeal bond or its equivalent.  Expenses
shall include expenses incurred in preparing and forwarding statements pursuant
to Section 6 hereof to the Corporation (which statements may be prepared
so as not to cause any waiver of attorney-client privilege by Indemnitee). For
avoidance of doubt, Indemnitee shall not be required to utilize counsel
selected by or representing the Corporation or any other Indemnitee without the
express consent of Indemnitee, which consent may be withheld in his or her
discretion.


 


(g)           “Losses” shall include all
liabilities and losses including, without limitation, judgments, fines, ERISA
excise taxes and penalties, amounts paid and to be paid in settlement,
interest, assessments or other charges imposed thereon, and any federal, state,
local or foreign taxes imposed on Indemnitee as a result of the actual or
deemed receipt of payments under this Agreement.


 


(h)           “Proceeding” includes any
threatened or actual action, suit, arbitration, alternative dispute resolution
mechanism, investigation, administrative hearing and any other proceeding
(including any appeals from any of the foregoing), including any of the
foregoing which Indemnitee has a good faith believe may result from a given
state of facts, whether civil, criminal, administrative or investigative.


 


13.           Limitation of Certain Actions
and Release of Certain Claims.  After
(i) a Change in Control or (ii) Indemnitee’s service with the
Corporation terminating or being terminated for any reason other than cause
(which, if Indemnitee is an outside director of the Corporation shall mean
removal from the Board for cause), then in either of such cases, no Proceeding
shall be brought and no cause of action shall be asserted (in either case,
other than one for fraud or willful misconduct) by or on behalf of the
Corporation or any subsidiary against Indemnitee, Indemnitee’s spouse,
heirs, estate, executors or administrators after the expiration of one year
from the date of the Change in Control or two years after such termination of
service, as the case may be; provided, however, that in a case where Indemnitee
fraudulently conceals the facts underlying such cause of action, no proceeding
shall be brought and no cause of action shall be asserted after the expiration
of one year (in the case of the Change in Control) or two years (in the case of
such termination of service) from the date a responsible officer of the
Corporation or any subsidiary of the Corporation discovers such facts.  Any claim or cause of action (in either case,
other than one for fraud or willful misconduct) of the Corporation or any
subsidiary of the Corporation, including claims predicated upon the negligent
act or omission of Indemnitee, shall be extinguished and deemed released unless
asserted by filing of an action within such applicable period.  This Section 13 shall not apply to any
cause of action that has accrued as of the date hereof and of which Indemnitee
is aware on the date hereof, but as to which the Corporation has no actual
knowledge apart from Indemnitee’s knowledge.


 


14.           Notification of
Investigation.  If Indemnitee
is the subject of, or implicated in, any investigation by the Corporation or a
third party, the Corporation shall promptly inform Indemnitee of such
investigation, and the nature thereof. 
In such event, if the Indemnitee so requests, the Corporation shall
provide him with copies of all material documents 


 


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(or
portions of documents) relevant to Indemnitee that it has provided to such a
third party conducting an investigation; provided, however, that the
Corporation will be entitled to require that Indemnitee, as a condition to
receipt of such documents, agree to reasonable restrictions as to their use and
disclosure in order to preserve their confidentiality and, if applicable, to
prevent or limit any waiver of attorney client privilege the Corporation
reasonably determines may arise from such disclosure.


 


15.           Priority.  If Indemnitee has rights to indemnification,
advancement of expenses and/or insurance from third parties, including
stockholders of the Corporation (collectively, the “Third Party Indemnitors”),
then the Corporation:


 


(a)           shall be the indemnitor of first
resort (i.e., its obligations to Indemnitee are primary and any obligation of
the Third Party Indemnitors to advance expenses or to provide indemnification
for the same expenses or liabilities incurred by Indemnitee are secondary);


 


(b)           shall be required to advance the full
amount of expenses incurred by Indemnitee and shall be liable for the full
amount of all expenses, judgments, penalties, fines and amounts paid in
settlement to the extent legally permitted and as required by the terms of this
Agreement, without regard to any rights Indemnitee may have against the Third
Party Indemnitors; and


 


(c)           irrevocably waives, relinquishes and
releases the Third Party Indemnitors from any and all claims against the Third
Party Indemnitors for contribution, subrogation or any other recovery of any
kind in respect thereof.


 


The
Corporation further agrees that no advancement or payment by the Third Party
Indemnitors on behalf of Indemnitee with respect to any claim for which
Indemnitee has sought indemnification from the Corporation shall affect the
foregoing and the Third Party Indemnitors shall have a right of contribution
and/or be subrogated to the extent of such advancement or payment to all of the
rights of recovery of Indemnitee against the Corporation.  The Corporation agrees that the Third Party
Indemnitors are express third party beneficiaries of the terms of this Section.


 


16.           Restrictions on
Settlement.  Indemnitee shall
not be required to consent to any settlement of a Proceeding to which he or she
is party, unless such settlement is reasonably satisfactory to Indemnitee and
releases Indemnitee from all potential Expenses and Losses.  The Corporation shall not, on its own behalf,
settle any part of any Proceeding to which Indemnitee is party with respect to
other parties (including the Corporation) without the written consent of
Indemnitee if any portion of such settlement is to be funded from insurance
proceeds.


 


17.           Headings.  The headings of the sections of
this Agreement are inserted for convenience of reference only and shall not be
deemed to constitute part of this Agreement or to affect the construction
thereof.


 


18.           Modification and
Waiver.  No supplement,
modification or amendment of this Agreement shall be binding unless executed in
writing by both of the parties hereto. 
No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of 


 


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any
other provision hereof (whether or not similar) nor shall such waiver
constitute a continuing waiver.


 


19.           Notices.


 


(a)           Indemnitee agrees promptly to notify
the Corporation in writing upon being served with any summons, citation,
subpoena, complaint, indictment, information or other document relating to any
Proceeding or matter that may be subject to indemnification or advancement of
Expenses covered hereunder; provided, however, that the failure to give any
such notice shall not disqualify Indemnitee from indemnification hereunder,
except and solely to the extent that the Corporation is materially prejudiced
by such failure to give notice.


 


(b)           All notices, requests, demands and
other communications hereunder shall be in writing and shall be deemed to have
been duly given (i) if delivered by hand and receipted for by the party to
whom said notice or other communication shall have been directed, at the time
of delivery, or (ii) if mailed by certified mail (return receipt
requested) with postage prepaid, on the third business day after the date on
which it is so mailed, and addressed as follows:


 


(c)           In the case of the Corporation, to:


 


Semtech
Corporation


200
Flynn Road


Camarillo,
CA  93012


Attention:  General Counsel


 


(d)           In the case of Indemnitee, to the
address provided on the signature page to this Agreement or to such other
address as Indemnitee may furnish to the Corporation.


 


20.           Governing Law; Consent to
Jurisdiction.  This Agreement
and the legal relations among the parties shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware, without
regard to its conflict of laws rules.  The Corporation and Indemnitee
hereby irrevocably and unconditionally (i) agree that any action or
proceeding arising out of or in connection with this Agreement shall be brought
only in the Chancery Court of the State of Delaware (the “Delaware Court”),
and not in any other state or federal court in the United States of America or
any court in any other country, (ii) consent to submit to the exclusive
jurisdiction of the Delaware Court for purposes of any action or proceeding
arising out of or in connection with this Agreement, (iii) appoint, to the
extent such party is not otherwise subject to service of process in the State
of Delaware, The Corporation Trust Company, Wilmington, Delaware as its agent
in the State of Delaware as such party’s agent for acceptance of legal process
in connection with any such action or proceeding against such party with the
same legal force and validity as if served upon such party personally within
the State of Delaware, (iv) waive any objection to the laying of venue of
any such action or proceeding in the Delaware Court, and (v) waive, and
agree not to plead or to make, any claim that any such action or proceeding
brought in the Delaware Court has been brought in an improper or inconvenient
forum.


 


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21.           Entire Agreement.  This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements and understandings, oral, written and
implied, between the parties hereto with respect to the subject matter hereof,
and any such prior indemnification agreements shall hereby be terminated on
execution of this Agreement; provided, however, that this Agreement is a
supplement to and in furtherance of the Corporation’s Certificate of
Incorporation, Bylaws, any resolution of the Board providing for
indemnification and applicable law, and shall not be deemed a substitute
therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


22.           Time
of the Essence.  Time is of the essence in
the performance of each provision of this Agreement.


 


23.           Specific
Performance.  Indemnitee shall be entitled to specific
performance and injunctive relief to enforce rights under this Agreement, and
no showing of actual damage or irreparable harm shall be required.  Indemnitee shall be entitled to such relief
without the necessity of posting bonds or other undertakings in connection
therewith.  The Corporation acknowledges
that in the absence of a waiver, a bond or other undertaking could be required
of Indemnitee, and the Corporation hereby waives any such requirement of a bond
or undertaking.


 


[Signature Page Follows]


 


10

















 


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


 


	
   

  	
  SEMTECH
  CORPORATION,

  
	
   

  	
  a
  Delaware Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  An
  Authorized Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INDEMNITEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  
				



 


 


[SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT]