Exhibit 10.3


 


INDEMNIFICATION
AGREEMENT


 


BETWEEN


 


POWER ONE,
INC.


 


AND


 


[DIRECTOR INDEMNITEE]


 





















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Definitions

  	
  2

  
	
  2.

  	
  Indemnification

  	
  3

  
	
   

  	
  2.1

  	
  Indemnification in
  Third-Party Actions

  	
  3

  
	
   

  	
  2.2

  	
  Indemnification in
  Proceedings By or In the Name of the Company

  	
  3

  
	
   

  	
  2.3

  	
  Contribution/Jointly
  Indemnifiable Claims

  	
  3

  
	
   

  	
  2.4

  	
  Partial Indemnification

  	
  4

  
	
   

  	
  2.5

  	
  Indemnification
  Hereunder Not Exclusive

  	
  4

  
	
   

  	
  2.6

  	
  Indemnification of
  Indemnified Costs of Successful Party

  	
  4

  
	
   

  	
  2.7

  	
  Indemnified Costs
  Advanced

  	
  4

  
	
   

  	
  2.8

  	
  Limitations on
  Indemnification

  	
  5

  
	
  3.

  	
  Presumptions

  	
  5

  
	
   

  	
  3.1

  	
  Presumption Regarding
  Standard of Conduct

  	
  5

  
	
   

  	
  3.2

  	
  Determination of Right
  to Indemnification

  	
  6

  
	
   

  	
   

  	
  3.2.1

  	
  Burden

  	
  6

  
	
   

  	
   

  	
  3.2.2

  	
  Standard

  	
  6

  
	
  4.

  	
  Other
  Agreements

  	
  6

  
	
   

  	
  4.1

  	
  Change in Control Event

  	
  6

  
	
   

  	
  4.2

  	
  Maintenance of
  Liability Insurance

  	
  6

  
	
   

  	
   

  	
  4.2.1

  	
  Affirmative Covenant of
  the Company

  	
  6

  
	
   

  	
   

  	
  4.2.2

  	
  Indemnitee Named as
  Insured

  	
  7

  
	
   

  	
  4.3

  	
  Agreement to Serve

  	
  7

  
	
   

  	
  4.4

  	
  Effect of this
  Agreement on Employment Agreement

  	
  7

  
	
   

  	
  4.5

  	
  Nature of Rights;
  Separability

  	
  7

  
	
   

  	
  4.6

  	
  Savings Clause

  	
  7

  
	
   

  	
  4.7

  	
  Repayment of
  Indemnified Costs

  	
  7

  
	
   

  	
  4.8

  	
  Repayment

  	
  8

  
	
   

  	
  4.9

  	
  Mutual Acknowledgment

  	
  8

  
	
   

  	
  4.10

  	
  Duration of Agreement

  	
  8

  
	
  5.

  	
  Indemnification
  Procedure

  	
  8

  
	
   

  	
  5.1

  	
  Notice

  	
  8

  



 


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  5.2

  	
  Company Participation

  	
  8

  
	
   

  	
  5.3

  	
  Settlement

  	
  9

  
	
   

  	
  5.4

  	
  Subrogation

  	
  9

  
	
  6.

  	
  Miscellaneous
  Provisions

  	
  9

  
	
   

  	
  6.1

  	
  Amendments; Waivers

  	
  9

  
	
   

  	
  6.2

  	
  Interpretation;
  Governing Law

  	
  9

  
	
   

  	
  6.3

  	
  Headings

  	
  9

  
	
   

  	
  6.4

  	
  Consent to Jurisdiction

  	
  9

  
	
   

  	
  6.5

  	
  Counterparts

  	
  9

  
	
   

  	
  6.6

  	
  Successors and Assigns

  	
  9

  
	
   

  	
  6.7

  	
  Expenses; Legal Fees

  	
  10

  
	
   

  	
  6.8

  	
  Representation by
  Counsel; Interpretation

  	
  10

  
	
   

  	
  6.9

  	
  Specific Performance

  	
  10

  
	
   

  	
  6.10

  	
  Time is of the Essence

  	
  10

  
	
   

  	
  6.11

  	
  Notices

  	
  10

  



 


POWER ONE,
INC.

INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement (this “Agreement”) is made as of [          ],
2009, by and between Power One, Inc., a Delaware corporation (the “Company”), and the individual whose name appears below the
word “Indemnitee” on the signature page of this Agreement (the “Indemnitee”).  In
consideration of the services of the Indemnitee to the Company, and to induce
the Indemnitee to provide services as a director and/or officer of the Company
or any of its subsidiaries, the Company and the Indemnitee agree as follows:


 


RECITALS


 


	
  A.

  	
  The Indemnitee has
  agreed to serve, or as applicable, to continue to provide service, as a
  director and/or officer of the Company or any of its subsidiaries, and in
  such capacity will render valuable services to the Company.

  
	
   

  	
   

  
	
  B.

  	
  The Company has
  concluded that insurance and statutory indemnity provisions may provide
  inadequate protection to individuals requested to serve as its directors and
  officers.

  
	
   

  	
   

  
	
  C.

  	
  To induce
  and encourage the Indemnitee to serve as a director and/or officer of the
  Company or any of its subsidiaries, the Company’s Board of Directors has
  decided that this Agreement is not only reasonable and prudent, but
  necessary, to promote and ensure the best interests of the Company and its
  stockholders.

  



 





















 


AGREEMENT


 


1.                                      Definitions


 


As used in this Agreement:


 


“Agent”
means a director, officer, employee, consultant, fiduciary or agent of the
Company or of any other corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise that the Indemnitee served in any of
such capacities at the request of the Company.


 


“Change in
Control Event” has the same meaning as a “Change in Control Event”
as defined in the Company’s 2004 Stock Incentive Plan (as it may be amended
from time to time).


 


“DGCL”
means the General Corporation Law of the State of Delaware.


 


“Expenses”
includes, but is not limited to, attorneys’ fees, disbursements and retainers,
accounting and witness fees, travel and deposition costs, expenses of
investigations judicial or administrative proceedings or appeals and amounts
paid in settlement by or on behalf of the Indemnitee, and any expenses of
establishing a right to indemnification pursuant to this Agreement, to the
extent actually and reasonably incurred by the Indemnitee in connection with
any Proceeding. “Expenses” does not include the amount of judgments, fines,
penalties or ERISA excise taxes actually levied against the Indemnitee.


 


“Final
Determination” or “Finally Determined”
means a determination made by a court of competent jurisdiction as to which
there is no further right or option of appeal or as to which the time within
which an appeal must be filed has expired without such filing.


 


“Indemnified
Costs” means all Expenses, judgments, fines, penalties and ERISA
excise taxes actually and reasonably incurred by the Indemnitee in connection
with the investigation, defense, appeal, or settlement of any Proceeding.


 


“Indemnitee-Related
Entities” means any corporation, limited liability company,
partnership, joint venture, trust, employee benefit plan or other enterprise
(other than the Company or any other corporation, limited liability company,
partnership, joint venture, trust, employee benefit plan or other enterprise
for which the Indemnitee has agreed, on behalf of the Company or at the Company’s
request, to serve as a director, officer, employee, consultant, fiduciary or
agent and which service is covered by the indemnity described in this
Agreement) from whom the Indemnitee may be entitled to indemnification or
advancement of expenses with respect to which, in whole or in part, the Company
may also have an indemnification or advancement obligation (other than as a
result of obligations under an insurance policy).


 


“Jointly
Indemnifiable Claims” shall be broadly construed and shall include,
without limitation, any action, suit or proceeding for which the Indemnitee
shall be entitled to indemnification or advancement of expenses from both the
Indemnitee-Related Entities and the Company pursuant to applicable law, any
agreement or the certificate of incorporation, bylaws, partnership agreement,
operating agreement, certificate of formation, certificate of limited
partnership or comparable organizational documents of the Company, or any
parent or subsidiary of the Company, or the Indemnitee-Related Entities, as
applicable.


 


2





















 


A “Potential
Change in Control Event” will be deemed to have occurred if:


 


	
  (a)

  	
  the Company enters into
  an agreement or arrangement that would constitute a Change in Control Event
  if consummated;

  
	
   

  	
   

  
	
  (b)

  	
  any person (including
  the Company) publicly announces an intention to take or to consider taking
  actions that would constitute a Change in Control Event if consummated; or

  
	
   

  	
   

  
	
  (c)

  	
  the Board of
  Directors adopts a resolution to the effect that, for purposes of this
  Agreement, a Potential Change in Control Event has occurred.

  



 


“Proceeding”
means any threatened, pending or completed action, suit or proceeding
(including appeals thereof), whether brought by or in the name of the Company
or otherwise and whether of a civil, criminal or administrative or
investigative nature, in which the Indemnitee is or will be a party, witness or
other participant in, because the Indemnitee is or was an Agent, whether or not
the Indemnitee is serving in such capacity at the time any liability or Expense
is incurred for which indemnification or reimbursement is to be provided under
this Agreement.


 


2.                                      Indemnification


 


	
  2.1

  	
  Indemnification in Third-Party
  Actions. The
  Company will indemnify the Indemnitee if the Indemnitee becomes a party to,
  is threatened to be made a party to, is a witness or other participant in, or
  is otherwise involved in any Proceeding (other than a Proceeding by or in the
  name of the Company to procure a judgment in its favor), because the
  Indemnitee is or was an Agent, against all Indemnified Costs, to the fullest
  extent permitted by applicable law.

  
	
   

  	
   

  
	
  2.2

  	
  Indemnification in Proceedings
  By or In the Name of the Company. The Company will indemnify the Indemnitee if the
  Indemnitee is a party to, is threatened to be made a party to, is a witness
  or other participant in, or is otherwise involved in any Proceeding by or in
  the name of the Company to procure a judgment in its favor because the
  Indemnitee was or is an Agent of the Company against all Indemnified Costs in
  connection with the defense or settlement of the Proceeding, to the fullest
  extent permitted by applicable law.

  
	
   

  	
   

  
	
  2.3

  	
  Contribution/Jointly
  Indemnifiable Claims.

  



 


	
  a.

  	
  In
  order to provide for just and equitable contribution in circumstances in
  which the indemnification provided for herein is Finally Determined to be
  unavailable to the Indemnitee in whole or in part, it is agreed that, in such
  event, the Company shall, to the fullest extent permitted by law, contribute
  to the payment of all of the Indemnitee’s Indemnified Costs, in an amount
  that is just and equitable in the circumstances; provided, that, without
  limiting the generality of the foregoing, such contribution shall not be
  required where such holding by the court is due to any limitation on
  indemnification set forth in Section 2.7 or 5.3 hereof.

  
	
   

  	
   

  
	
  b.

  	
  Given
  that certain Jointly Indemnifiable Claims may arise due to the service of the
  Indemnitee as an Agent of the Company at the request of the Indemnitee-

  



 


3





















 


	
   

  	
  Related
  Entities, the Company acknowledges and agrees that the Company shall be fully
  and primarily responsible for the payment to the Indemnitee in respect of
  indemnification or advancement of expenses in connection with any such
  Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of
  this Agreement, irrespective of any right of recovery the Indemnitee may have
  from the Indemnitee-Related Entities. 
  Under no circumstance shall the Company be entitled to any right of
  subrogation or contribution by the Indemnitee-Related Entities and no right
  of advancement or recovery the Indemnitee may have from the
  Indemnitee-Related Entities shall reduce or otherwise alter the rights of the
  Indemnitee or the obligations of the Company hereunder.  In the event that any of the
  Indemnitee-Related Entities shall make any payment to the Indemnitee in
  respect of indemnification or advancement of expenses with respect to any
  Jointly Indemnifiable Claim, the Indemnitee-related entity making such
  payment shall be subrogated to the extent of such payment to all of the
  rights of recovery of the Indemnitee against the Company, and the Indemnitee
  shall execute all papers reasonably required and shall do all things that may
  be reasonably necessary to secure such rights, including the execution of
  such documents as may be necessary to enable the Indemnitee-Related Entities
  effectively to bring suit to enforce such rights.  The Company and the Indemnitee agree that
  each of the Indemnitee-Related Entities shall be third-party beneficiaries
  with respect to this Section 2.3(b) entitled to enforce this Section 2.3(b) as
  though each such Indemnitee-related entity were a party to this Agreement.

  



 


	
  2.4

  	
  Partial Indemnification. If the Indemnitee is entitled under
  any provision of this Agreement to indemnification by the Company for some or
  a portion of, but not the total amount of, the Indemnified Costs, the Company
  will nevertheless indemnify the Indemnitee for the portion of the Indemnified
  Costs to which the Indemnitee is entitled.

  
	
   

  	
   

  
	
  2.5

  	
  Indemnification Hereunder Not
  Exclusive. The
  indemnification provided by this Agreement is not exclusive of any other
  rights to which the Indemnitee may be entitled under the Company’s
  Certificate of Incorporation, the Bylaws, any agreement, any vote of
  stockholders or disinterested directors, applicable law, or otherwise, both
  as to action in the Indemnitee’s official capacity and as to action in
  another capacity on behalf of the Company.

  
	
   

  	
   

  
	
  2.6

  	
  Indemnification of Indemnified
  Costs of Successful Party. Notwithstanding any other provisions of this
  Agreement, to the extent that the Indemnitee has been successful in defense
  of any Proceeding or in defense of any claim, issue or matter in the
  Proceeding, on the merits or otherwise, including, but not limited to, the
  dismissal of a Proceeding without prejudice (unless such dismissal is based
  upon a settlement that would not be covered under this Agreement), the
  Indemnitee will be indemnified against all Indemnified Costs incurred in
  connection therewith to the fullest extent permitted by applicable law.

  
	
   

  	
   

  
	
  2.7

  	
  Indemnified
  Costs Advanced. The Indemnified Costs incurred by
  the Indemnitee in any Proceeding will be paid promptly by the Company in
  advance of the final disposition of the Proceeding at the written request of
  the Indemnitee to the fullest extent permitted 

  



 


4





















 


by applicable law.  The advances
to be made will be paid, or caused to be paid, by the Company to the Indemnitee
within 30 days following delivery of the written request by Indemnitee to the
Company, accompanied by substantiating documentation.


 


2.8                               Limitations on Indemnification.  Notwithstanding anything to the contrary in
this Agreement, the Company is not required to make payments to:


 


a.                                       indemnify or
advance Indemnified Costs with respect to Proceedings initiated or brought
voluntarily by the Indemnitee and not by way of defense, except with respect to
Proceedings brought to establish or enforce a right to indemnification under
this Agreement or any other statute or law or otherwise as required under
applicable law;


 


b.                                      subject to Section 2.3(b),
indemnify the Indemnitee for any Indemnified Costs for which payment is
actually made to the Indemnitee under an insurance policy, except for any
excess beyond the amount of payment under the policy;


 


c.                                       indemnify the Indemnitee for any
Indemnified Costs sustained in any Proceeding for an accounting of profits made
from the purchase or sale by the Indemnitee of securities of the Company pursuant
to Section 16(b) of the Securities Exchange Act of 1934, as amended,
the rules and regulations promulgated thereunder and amendments thereto or
similar provisions of any federal, state or local law; or


 


d.                                      indemnify the
Indemnitee if it is Finally Determined that such payment is unlawful.


 


3.                                      Presumptions


 


3.1                               Presumption Regarding Standard of Conduct.  Indemnitee shall be presumed to be entitled
to indemnification and advancement of expenses under this Agreement upon
submission of a request therefor in accordance with Section 5 of this
Agreement, as the case may be.  The
Company shall have the burden of proof in overcoming such presumption, and such
presumption shall be used as a basis for a determination of entitlement to
indemnification and advancement of expenses unless the Company overcomes such
presumption by clear and convincing evidence. 
Neither the failure of the Company to have made a determination prior to
the commencement of any action pursuant to this Agreement that indemnification
is proper in the circumstances because Indemnitee has met the applicable
standard of conduct, nor an actual determination by the Company that Indemnitee
has not met such applicable standard of conduct, shall be a defense to the
action or create a presumption that Indemnitee has not met the applicable
standard of conduct.  For purposes of
this Agreement, the termination of any action, suit or proceeding by judgment,
order, settlement (whether with or without court approval) or conviction, or
upon a plea of nolo contendere, or its equivalent, shall not create a
presumption that Indemnitee did not meet any particular standard of conduct or
have a particular belief or that it has been Finally Determined that
indemnification is not permitted under this Agreement or applicable law.


 


5





















 


3.2                               Determination of Right to Indemnification.


 


3.2.1                     Burden.  If a claim under this Agreement is not paid,
or caused to be paid, by the Company within 30 days of receipt of written
notice, the right to indemnification as provided by this Agreement will be
enforceable by the Indemnitee in any court of competent jurisdiction, and all
reasonable costs and expenses incurred by the Indemnitee in connection with
such enforcement will be paid promptly by the Company in advance of the final
disposition by such court at the written request of the Indemnitee to the
fullest extent permitted by applicable law; provided that Indemnitee will
reimburse the Company for all such costs and expenses paid by the Company or
any of its subsidiaries if and only to the extent that a court of competent
jurisdiction Finally Determines that the Indemnitee is not entitled to be
indemnified by the Company for such costs and expenses under the provisions of
applicable law, the Company’s Bylaws, Certificate of Incorporation, this
Agreement, or otherwise.


 


3.2.2                     Standard.  The Indemnitee’s Expenses incurred in
connection with any Proceeding concerning the Indemnitee’s right to
indemnification or advances in whole or in part pursuant to this Agreement will
be indemnified by the Company regardless of the outcome of the Proceeding,
unless it is Finally Determined that each of the material assertions made by
the Indemnitee in the Proceeding was not made in good faith or was frivolous.


 


4.                                      Other Agreements


 


4.1                               Change in Control Event. 
If there is a Change in Control Event or a Potential Change in Control
Event of the Company (other than a Change in Control Event or Potential Change
in Control Event that has been approved by a majority of the Company’s Board of
Directors who were directors immediately prior to the Change in Control Event
or Potential Change in Control Event), then with respect to all matters
thereafter arising concerning the rights of the Indemnitee to be indemnified for
Indemnified Costs, the Company will seek legal advice only from independent
counsel selected by the Indemnitee, and reasonably satisfactory to the Company,
and who has not otherwise performed other services for the Company or the
Indemnitee within the last three years (“Special Independent
Counsel”).  The Special
Independent Counsel, among other things, will render its written opinion to the
Company and the Indemnitee as to whether and to what extent the Indemnitee
would be permitted to be indemnified under applicable law.  The Company will pay, or cause to be paid,
the reasonable fees and expenses of the Special Independent Counsel.


 


4.2                               Maintenance of Liability Insurance.


 


4.2.1                     Affirmative
Covenant of the Company.  While the
Indemnitee continues to serve as a director or officer of the Company or any of
its subsidiaries, and thereafter while the Indemnitee is subject to any
possible Proceeding, the Company will maintain in full force and effect
directors’ and officers’ liability insurance (“D&O
Insurance”) in reasonable amounts from reputable insurers.  The Company has no obligation, however, to
obtain or maintain D&O Insurance if it determines in good faith that
insurance is not reasonably available, the premium costs for insurance are
disproportionate to the amount of coverage provided, the coverage provided by
insurance is so limited by exclusions that it provides 


 


6





















 


an insufficient benefit, or the
Indemnitee is covered by similar insurance maintained by a subsidiary of the
Company.  The Company will notify
promptly the Indemnitee upon termination of all D&O Insurance.  If the Company has D&O Insurance at the
time it receives a notice that a Proceeding has commenced, the Company will
give prompt notice of such commencement to the insurers as required by the
respective policies.  The Company will
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.


 


4.2.2                     Indemnitee
Named as Insured.  In all D&O
Insurance policies, the Indemnitee will be named as an insured in a manner that
provides the Indemnitee the same rights and benefits accorded to the most
favorably insured of the Company’s directors and officers.


 


4.3                               Agreement to Serve. 
Indemnitee will serve or continue to serve as an Agent of the Company or
any of its subsidiaries for so long as the Indemnitee is duly elected or
appointed or until the Indemnitee voluntarily resigns.


 


4.4                               Effect of this Agreement on Employment Agreement.  Any present or future employment agreement
between the Indemnitee and the Company is not modified by the terms of this
Agreement.  Nothing contained in this
Agreement creates in the Indemnitee any right of continued employment.


 


4.5                               Nature of Rights; Separability.  The rights afforded to the Indemnitee by this
Agreement are contract rights and may not be diminished, eliminated or
otherwise affected by amendments to the Company’s Certificate of Incorporation,
Bylaws, any applicable subsidiary’s charter documents, or agreements, including
D&O Insurance policies.  Each
provision of this Agreement, to the extent practicable, is a separate and
distinct agreement and independent of the others, so that if any provision of
this Agreement is held to be invalid or unenforceable for any reason, the
invalidity or unenforceability will not affect the validity or enforceability
of the other provisions.  To the extent
required, any provision of this Agreement may be modified by a court of
competent jurisdiction to preserve its validity and to provide the Indemnitee
with the broadest possible indemnification permitted under applicable law.


 


4.6                               Savings Clause.  If
this Agreement or any portion of it is invalidated on any ground by any court
of competent jurisdiction, then the Company will nevertheless indemnify the
Indemnitee as to Indemnified Costs with respect to any Proceeding to the full
extent permitted by any applicable portion of this Agreement that is not
invalidated, or by any applicable law.


 


4.7                               Repayment of Indemnified Costs.  The Indemnitee will reimburse the Company for
all Indemnified Costs paid by the Company or any of its subsidiaries in
defending any Proceeding against the Indemnitee if and only to the extent that
a Final Determination is made  that the
Indemnitee is not entitled to be indemnified by the Company for such
Indemnified Costs under the provisions of applicable law, the Company’s Bylaws,
Certificate of Incorporation, this Agreement, or otherwise.  The Indemnitee will repay such amounts
advanced only if, and to the extent that, it is ultimately determined that 


 


7





















 


Indemnitee is not entitled to be indemnified for such Indemnified Costs
by the Company pursuant to this Agreement. 
For the avoidance of doubt, no other form of undertaking shall be
required of the Indemnitee other than the execution of this Agreement.


 


4.8                               Repayment.  The
Indemnitee will promptly repay to the Company any amounts paid to the
Indemnitee pursuant to other rights of indemnification or under any insurance
policy, to the extent those payments are duplicative of payments made to the
Indemnitee under this Agreement.


 


4.9                               Mutual Acknowledgment. 
Both the Company and the Indemnitee acknowledge that in certain cases
Federal law or applicable public policy may prohibit the Company from
indemnifying its directors and officers under this Agreement or otherwise.  The 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 the Indemnitee.


 


4.10                        Duration of Agreement. 
For the avoidance of doubt, the
indemnification and advancement of expenses provided under this Agreement shall
continue as to the Indemnitee even though he may have ceased to be an Agent.


 


5.                                      Indemnification Procedure


 


5.1                               Notice.  Promptly
after receipt of notice that a Proceeding has commenced, the Indemnitee will,
if a claim is to be made under this Agreement, notify the Company of that
fact.  The failure to notify the Company
will not relieve it from any liability that it may have to the Indemnitee
except to the extent of the Company’s material damage resulting from such
failure.


 


5.2                               Company Participation. 
The Company will be entitled to participate in any Proceeding at its own
expense and, except as otherwise provided below, to the extent that it may
wish, the Company may assume the defense of any Proceeding for which
indemnification is sought hereunder, with counsel reasonably satisfactory to
the Indemnitee.  After the Company
notifies the Indemnitee of the Company’s election to assume the defense of a
Proceeding, during the Company’s good faith defense the Company will not be
liable to the Indemnitee under this Agreement for any Expenses subsequently
incurred by the Indemnitee in connection with the defense of the Proceeding,
other than reasonable costs of investigation or as otherwise provided
below.  The Indemnitee will have the
right to employ the Indemnitee’s counsel in any Proceeding, but the fees and
expenses of the counsel incurred after the Company assumes the defense of the
Proceeding will be at the expense of the Indemnitee, unless (a) the
employment of counsel by the Indemnitee has been authorized by the Company, (b) the
Indemnitee has reasonably concluded that there is be a conflict of interest
between the Company and the Indemnitee in the conduct of the defense of a
Proceeding, or (c) the Company has not in fact employed counsel to assume
the defense of a Proceeding.  In each of
the foregoing cases the fees and expenses of the Indemnitee’s counsel will be
at the expense of the Company.  The
Company will not be entitled to assume the defense of any Proceeding brought by
or on behalf of the Company 


 


8





















 


or any of its subsidiaries or as to which the Indemnitee has made the
conclusion that there may be a conflict of interest between the Company and the
Indemnitee.


 


5.3                               Settlement.  The
Company will not settle or compromise any Proceeding in any manner that would
impose any penalty (unless the penalty imposed is a monetary amount that will
be paid in full by the Company) or limitation on the Indemnitee, or would constitute
an admission or acknowledgement of wrongdoing, negligence or liability in such
Proceeding or any future Proceeding without the Indemnitee’s consent.  The Indemnitee will not settle or compromise
any Proceeding without the Company’s consent. 
Neither the Company nor the Indemnitee will unreasonably withhold their
consent or approval under this Agreement.


 


5.4                               Subrogation.  If the Company
pays, or causes to be paid, Indemnified Costs, the Company will be subrogated
to the extent of such payment to all of the rights of recovery of the
Indemnitee against third parties.  The
Indemnitee will do all things reasonably necessary to secure such rights,
including the execution of documents necessary to enable the Company
effectively to bring suit to enforce such rights.


 


6.                                      Miscellaneous Provisions


 


6.1                               Amendments; Waivers. 
Amendments, waivers, consents and approvals under this Agreement must be
in writing and designated as such.  No
failure or delay in exercising any right will be deemed a waiver of such
right.  For the avoidance of doubt, this
Agreement may not be terminated by the Company without Indemnitee’s prior
written consent.


 


6.2                               Interpretation; Governing Law.  This Agreement is to be construed as a whole
and in accordance with its fair meaning. 
This Agreement is to be interpreted in accordance with the laws of the
State of Delaware relating to indemnification of Agents to the fullest extent
now or hereafter permitted by law, notwithstanding that such indemnification
may not be specifically authorized by the Company’s Certificate of
Incorporation or Bylaws or by statute as of the date hereof.


 


6.3                               Headings.  Headings of
Sections and subsections are for convenience only and are not a part of this
Agreement.


 


6.4                               Consent to Jurisdiction. 
The Company and the Indemnitee irrevocably consent to the jurisdiction
of the courts of the State of Delaware for all purposes in connection with any action
or proceeding which arises out of or relates to this Agreement and agree that
any action instituted under this Agreement will be brought only in the state
courts of the State of Delaware.


 


6.5                               Counterparts.  This
Agreement may be signed in one or more counterparts and by facsimile, and when
so signed and delivered will have the same effect as if all signatures appeared
on the same document.


 


6.6                               Successors and Assigns. 
All of the terms and provisions of this Agreement shall be binding upon,
shall inure to the benefit of and shall be enforceable by the parties hereto 


 


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and their respective successors, assigns, spouses, heirs, executors,
administrators and legal representatives. 
The Company shall require and cause any direct or indirect successor
(whether by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company, by written
agreement in form and substance reasonably satisfactory to Indemnitee,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform it if no such
succession had taken place.


 


6.7                               Expenses; Legal Fees. 
Each party will pay its own expenses in the negotiation, preparation and
performance of this Agreement.


 


6.8                               Representation by Counsel; Interpretation.  Each party acknowledges that it has been
given an opportunity to be represented by counsel in connection with this
Agreement.  Any rule of law, including,
but not limited to, Section 1654 of the California Civil Code, or any
legal decision that would require interpretation of any claimed ambiguities in
this Agreement against the party that drafted it, has no application and is
expressly waived.


 


6.9                               Specific Performance. 
The Company acknowledges that in view of the uniqueness of the matters
contemplated by this Agreement, the Indemnitee would not have an adequate
remedy at law for money damages if this Agreement is not being performed in
accordance with its terms.  The Company
therefore agrees that the Indemnitee will be entitled to specific enforcement
of the terms hereof in addition to any other remedy to which the Indemnitee may
be entitled.


 


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


 


6.11                        Notices.  Any notice
to be given hereunder must be in writing and will be deemed effective upon
personal delivery, upon delivery by confirmed facsimile or electronic
transmission (in either case with duplicate original sent by United States
mail) or, if sent by United States mail, three (3) business days after
deposit with the United States Post Office, by registered or certified mail,
postage prepaid and addressed as follows (or to another address designated in
writing by a party):


 


	
  If to the Company:

  	
  If to the Indemnitee:

  
	
   

  	
   

  
	
  Power One, Inc.

  	
  At the Indemnitee’s most recent address on the books
  and records of the Company or at such other address as Indemnitee indicates
  to the Company

  
	
  740 Calle Plano

  
	
  Camarillo, California 93012-8583

  
	
  Attention: President

  



 


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The parties have signed this Agreement as of
the date first written above.


 


	
   

  	
  INDEMNITEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  POWER ONE, INC.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  
	
   

  	
  Title:

  



 


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