Director's Indemnification Agreement

EXHIBIT 10.25


DIRECTOR'S INDEMNIFICATION AGREEMENT


THIS DIRECTOR'S INDEMNIFICATION AGREEMENT is made and entered into this ___ day of __________________ 2000 between Accelerated Networks, Inc., a Delaware corporation ("Corporation"), and ____________________ ("Director"),


RECITALS:


A. Director, as a member of the Board of Directors of the Company, performs a valuable service in such capacity for the Company;


B. The stockholders of the Company have adopted Bylaws (the "Bylaws") providing for the indemnification of the officers, directors, agents and employees of the Company to the maximum extent authorized by Section 145 of the Delaware General Corporation Law, as amended (the "Delaware Law");


C. The Bylaws and the Delaware Law, by their non-exclusive nature, permit contracts between the Company, its officers and the members of its Board of Directors with respect to indemnification of such persons;


D. In accordance with the authorization as provided by the Delaware Law, the Company has purchased and presently maintains or will shortly hereafter purchase and thereafter maintain, a policy or policies of directors and officers liability insurance ("D & O Insurance"), covering certain liabilities which may be incurred by its directors and officers in their performance as directors or officers of the Company;


E. As a result of developments affecting the terms, scope and availability of D & O Insurance, there exists general uncertainty as to the extent of protection afforded members of the Board of Directors and officers of the Company by such D & O Insurance and by statutory and Bylaw indemnification provisions; and


F. In order to induce Director to continue to serve as a member of the Board of Directors of the Company, the Company has determined and agreed to enter into this contract with Director.


NOW, THEREFORE, in consideration of Director's continued service as a director after the date hereof, the parties hereto agree as follows:


1. INDEMNITY OF DIRECTOR. Corporation hereby agrees to hold harmless and indemnify Director to the fullest extent authorized or permitted by the provisions of the Delaware Law, as may be amended from time to time, and by the Bylaws as they exist on the date hereof


2. ADDITIONAL INDEMNITY. Subject only to the exclusions set forth in Section 3 hereof, Corporation hereby further agrees to hold harmless and indemnify Director: 2


a. against any and all expenses (including attorneys' fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of Corporation) to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and


b. otherwise to the fullest extent as may be provided to Director by Corporation under the non-exclusivity provisions of Section 6 of Article VII of the Bylaws of the Corporation.


3. LIMITATIONS ON ADDITIONAL INDEMNITY.


No indemnity pursuant to Section 2 hereof shall be paid by Corporation for any of the following:


a. except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of such losses for which Director is indemnified pursuant to Section 1 hereof or pursuant to any D & O Insurance purchased and maintained by Corporation;


b. in respect to remuneration paid to Director if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law;


c. on account of any suit in which judgment is rendered against Director for an accounting of profits made from the purchase or sale by Director of securities of 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;


d. on account of Director's conduct which is finally adjudged to have been knowingly fraudulent or deliberately dishonest, or to constitute willful misconduct;


e. on account of Director's conduct which is the subject of an action, suit or proceeding described in Section 7(c)(ii) hereof;


f. on account of any action, claim or proceeding (other than a proceeding referred to in Section 8(b) hereof) initiated by Director unless such action, claim or proceeding was authorized in the specific case by action of the Board of Directors; or


g. if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful (and, in this respect, both Corporation and Director have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication).


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4. CONTRIBUTION. If the indemnification provided in Sections 1 and 2 hereof is unavailable by reason of a court dec ...