Parag Agrawal, Vijaya Gadde, and Ned Segal Were Terminated By Elon Musk

Plaintiffs Depart Twitter

29. or about October 27, 2022, Elon Musk informed each of Agrawal, Gadde, and Segal that their employment with the Company was terminated as of the close of the merger by which Musk took control of the Company.

30. Section of the Agreements provides that the Company's obligation to indemnify and advance Expenses incurred by Plaintiffs remains in effect following Plaintiffs terminations, as the Company's obligations shall continue thereafter so long as Indemnitee shall be subject to any Proceeding by reason of his Corporate Status, whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement. Id. 11; see also id. 14(g) (providing that a Proceeding includes that in which Indemnitee was, is or will be involved as a party or other wise, by reason of the fact that Indemnitee is or was an officer or director of the Company ) (emphasis added).