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EXHIBIT 10.1
INDEMNIFICATION AGREEMENT
THIS
AGREEMENT is entered into, effective as of October 16, 2009,
by and between Tyco Electronics Ltd. , a Swiss
corporation (the "Company"),
and ("Indemnitee").
WHEREAS,
it is essential to the Company to retain and attract as directors
and officers the most capable persons available;
WHEREAS,
Indemnitee is a director and/or officer of the Company;
WHEREAS,
both the Company and Indemnitee recognize the increased risk of
litigation and other claims currently being asserted against
directors and officers of corporations;
WHEREAS,
the Articles of Association of the Company require the Company to
indemnify its directors and officers to the fullest extent
permitted by law, and permit the Company to advance expenses
relating to the defense of indemnification matters, and the
Indemnitee has been serving and continues to serve as a director
and/or officer of the Company in part in reliance on the Company's
Articles of Association;
WHEREAS,
the recognition of Indemnitee's need for (i) substantial
protection against personal liability based on Indemnitee's
reliance upon aforesaid Articles of Association, (ii) specific
contractual assurance that the protection promised by the Articles
of Association will be available to Indemnitee (regardless of,
among other things, any amendment to or revocation of the Articles
of Association or any change in the composition of the Company's
Board of Directors or acquisition transaction relating to the
Company), the Company wishes to provide in this Agreement for the
indemnification of and the advancing of expenses to Indemnitee to
the fullest extent (whether partial or complete) permitted under
law and as set forth in this Agreement, and, to the extent
insurance is maintained, to provide for the continued coverage of
Indemnitee under the Company's directors' and officers' liability
insurance policies;
NOW,
THEREFORE, in consideration of the above premises and of Indemnitee
continuing to serve the Company directly or, at its request, with
another Enterprise, and intending to be legally bound hereby, the
parties agree as follows:
1.
Certain Definitions:
(a)
Affiliate:
any corporation or other person or entity
that directly, or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with, the
person specified.
(b)
Board: the
Board of Directors of the Company.
(c)
Change in Control:
shall be deemed to have occurred
if:
(i) any
"person," as such term is used in Sections 3(a)(9) and 13(d)
of the Exchange Act, becomes a "beneficial owner," as such term is
used in Rule 13d-3 promulgated under the Exchange Act, of 50%
or more of the Voting Stock (as defined below) of the
Company;
(ii) the
majority of the Board consists of individuals other than Incumbent
Directors, which term means the members of the Board on the
effective date of the separation of the Company from Tyco
International Ltd., provided that any person becoming a
director subsequent to such date whose election or nomination for
election was supported by three-quarters of the directors who then
comprised the Incumbent Directors shall be considered to be an
Incumbent Director;
1
(iii) the
Company adopts any plan of liquidation providing for the
distribution of all or substantially all of its assets;
(iv) all
or substantially all of the assets or business of the Company is
disposed of pursuant to a merger, consolidation or other
transaction (unless the shareholders of the Company immediately
prior to such a merger, consolidation or other transaction
beneficially own, directly or indirectly, in substantially the same
proportion as they owned the Voting Stock of the Company, all of
the Voting Stock or other ownership interests of the entity or
entities, if any, that succeed to the business of the Company);
or
(v) the
Company combines with another company and is the surviving
corporation but, immediately after the combination, the
shareholders of the Company immediately prior to the combination
hold, directly or indirectly, 50% or less of the Voting Stock of
the combined company (there being excluded from the number of
shares held by such shareholders, but not from the Voting Stock of
the combined company, any shares received by Affiliates of such
other company in exchange for stock of such other
company).
(d)
Enterprise:
the Company and any other corporation,
limited liability company, partnership, joint venture, trust,
employee benefit plan or other enterprise of which Indemnitee is or
was serving at the request of the Company as a director, officer,
trustee, general partner, managing member, fiduciary, board of
directors' committee member, employee or agent.
(e)
Exchange Act:
the Securities Exchange Act of 1934, as
amended.
(f)
Expenses:
any expense, liability, or loss, including
reasonable attorneys' fees, judgments, fines, ERISA excise taxes
and penalties, amounts paid or to be paid in settlement, any
interest, assessments, or other charges imposed thereon, any
federal, state, local, or foreign taxes imposed as a result of the
actual or deemed receipt of any payments under this Agreement, and
all other costs and obligations, paid or incurred in connection
with investigating, defending, prosecuting (subject to
Section 2(b)), being a witness in, participating in (including
on appeal), or preparing for any of the foregoing in, any
Proceeding relating to any Indemnifiable Event. Expenses also shall
include Expenses incurred in connection with any appeal resulting
from any Proceeding, including without limitation the premium,
security for, and other costs relating to any cost bond,
supersedeas bond, or other appeal bond or its
equivalent.
(g)
Indemnifiable Event:
(i) any event or occurrence that takes
place either prior to or after the execution of this Agreement,
related to the fact that Indemnitee is or was a director or officer
of the Company, or while a director or officer is or was serving at
the request of the Company as a director, officer, employee,
trustee, agent, or fiduciary of another foreign or domestic
corporation, partnership, limited liability company, joint venture,
employee benefit plan, trust, or other Enterprise, or was a
director, officer, employee, or agent of a foreign or domestic
corporation that was a predecessor corporation of the Company or
another Enterprise at the request of such predecessor corporation,
or related to anything done or not done by Indemnitee in any such
capacity, whether or not the basis of the Proceeding is alleged
action in an official capacity as a director, officer, employee or
agent or in any other capacity while serving as a director,
officer, employee, or agent of the Company, as described above or
(ii) any event or fact related to the fact that Indemnitee is
or was a director, officer, employee, trustee, agent, or fiduciary
of another foreign or domestic corporation, partnership, limited
liability company, joint venture, employee benefit plan, trust, or
other Enterprise and that related to the subject matter of the
investigations referred to in the Company's Form 10 as filed
on June 8, 2007 or any other investigation (whether or not the
Company is a target of such investigation) by any government entity
covering subject matter that is substantially similar to the
subject matter of, or arises out of, the foregoing
investigations.
2
(h)
Independent Counsel:
the person or body appointed in connection
with Section 3.
(i)
Proceeding:
any threatened, pending, or completed
action, suit, or proceeding or any alternative dispute resolution
mechanism (including an action by or in the right of the Company),
or any inquiry, hearing, or investigation, whether conducted by the
Company or any other party, that Indemnitee in good faith believes
might lead to the institution of any such action, suit, or
proceeding, whether civil, criminal, administrative, investigative,
or other.
(j)
Reviewing Party:
the person or body appointed in accordance
with Section 3.
(k)
Voting Stock:
capital stock of any class or classes
having general voting power under ordinary circumstances, in the
absence of contingencies, to elect the directors (or similar
function) of an Enterprise.
2.
Agreement to Indemnify
(a)
General Agreement.
In the event Indemnitee was, is, or becomes
a party to or witness or other participant in, or is threatened to
be made a party to or witness or other participant in, a Proceeding
by reason of (or arising in part out of) an Indemnifiable Event,
the Company shall indemnify Indemnitee from and against any and all
Expenses to the fullest extent permitted by law, as the same exists
or may hereafter be amended or interpreted. The parties hereto
intend that this Agreement shall provide for indemnification in
excess of that expressly provided by statute, including without
limitation, any indemnification provided by the Company's Articles
of Association, vote of its shareholders or disinterested
directors, or applicable law.
(b)
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