This Indemnification Agreement (this “ Agreement ”) is dated as of , and is between NetApp,
Inc., a Delaware corporation (the “ Company ”), and (“ Indemnitee ”).
A. Indemnitee’s service to the Company substantially benefits the Company.
B. Competent and experienced individuals are reluctant to serve as directors or officers of corporations or in
certain other capacities unless they are provided with adequate protection through insurance or indemnification
against the risks of claims and actions against them arising out of such service.
C. Indemnitee does not regard the protection currently provided by applicable law, the Company’s governing
documents and any insurance as adequate under the present circumstances, and Indemnitee may not be willing to
serve as a director or officer without additional protection.
D. In order to induce Indemnitee to continue to provide services to the Company, it is reasonable, prudent
and necessary for the Company to contractually obligate itself to indemnify, and to advance expenses on behalf
of, Indemnitee as permitted by applicable law.
E. This Agreement is a supplement to and in furtherance of the indemnification provided in the Company’s
certificate of incorporation and bylaws, and any resolutions adopted pursuant thereto, and this Agreement shall
not be deemed a substitute therefor, nor shall this Agreement be deemed to limit, diminish or abrogate any rights
of Indemnitee thereunder.
The parties therefore agree as follows:
(a) A “ Change in Control ” shall be deemed to occur upon the earliest to occur after the date of this
Agreement of any of the following events:
(i) Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial
Owner (as defined below), directly or indirectly, of securities of the Company representing fift