This Indemnification Agreement (“Agreement”) is effective as of November 29, 2004, and is between Microtune, Inc., a
Delaware corporation (the “Company”), and Justin M. Chapman (“Indemnitee”).
WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to
serve the Company and its related entities;
WHEREAS, in order to induce Indemnitee to continue to provide services to the Company, the Company wishes to
provide for the indemnification of, and the advancement of expenses to, Indemnitee to the maximum extent permitted by law;
WHEREAS, the Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for the
Company’s directors, officers, employees, agents and fiduciaries, the significant increases in the cost of such insurance and the
general reductions in the coverage of such insurance;
WHEREAS, the Company and Indemnitee further recognize the substantial increase in corporate litigation in general,
subjecting directors, officers, employees, agents and fiduciaries to expensive litigation risks at the same time as the availability
and coverage of liability insurance has been severely limited;
WHEREAS, the Company and Indemnitee desire to have in place the additional protection provided by an indemnification
agreement, and to provide indemnification and advancement of expenses to the Indemnitee to the maximum extent permitted by
Delaware law; and
WHEREAS, in view of the considerations set forth above, the Company desires that Indemnitee shall be indemnified and
advanced expenses by the Company as set forth herein;
NOW, THEREFORE, the Company and Indemnitee hereby agree as set forth below.
1. Certain Definitions .
a. “Change in Control” shall mean, and shall be deemed to have occurred if, on or after the date of this Agreement, (i)
any “person” (as such term is used in Sections 13(d) and 14(d)