Vijaya Gadde: The Letter They Sent to Twitter and What It Said

Written by legalpdf | Published 2024/01/18
Tech Story Tags: tech-companies | twitter | vijaya-gadde | vijaya-gadde-suing-twitter | twitter-lawsuit-explained | social-media-lawsuit | twitter-executives | legalpdf

TLDRWe hereby provide notice of Ms. Gadde's rights to indemnification and demand advancement of expenses (including attorneys' fees) incurred in connection with certain Proceedings, as defined herein.via the TL;DR App

PARAG AGRAWAL VIJAYA GADDE, and NED SEGAL v. twitter Court Filing, retrieved on April 10, 2023 is part of HackerNoon’s Legal PDF Series. You can jump to any part in this filing here. This is part 29 of 38.

EXHIBIT F - Via E - Mail and FedEx - January 13, 2023

Twitter, Inc.

1355 Market Street Suite 900

San Francisco, CA 94103

Attn: Chief Executive Officer; General Counsel/ Legal Department

Re: Demand for Indemnification and Advancement

We write on behalf of Vijaya Gadde, former Chief Legal Officer of Twitter, Inc. (the "Company"). Pursuant to Article IX of the Company's Bylaws dated as of February 14, 2022, the Director & Officer Indemnification Agreement entered into by the Company and Ms. Gadde on or about October 1, 2013 (the "Agreement"), and Section 145 of the Delaware General Corporation Law, we hereby provide notice of Ms. Gadde's rights to indemnification and demand advancement of expenses (including attorneys' fees) incurred in connection with certain Proceedings, as defined herein.

As you know, Ms. Gadde is a former officer of the Company. On or about September 21, 2020, Ms. Gadde was named as a defendant, alongside the Company, in a lawsuit captioned D'Ambly v. Exoo et al., No. 2-20-cv-12880 (JMV) (D.N.J.) (the "D'Ambly Lawsuit").

Additionally, Ms. Gadde recently received a formal request from the House Committee on Oversight and Reform to testify at a public hearing regarding "Big Tech's" control of free discourse and information sharing during the 118th Congress, and the leaders of other House and Senate committees as well as other Members of Congress also have publicly signaled that they are likely to request sworn interviews, private briefings, or public testimony from Ms. Gadde related to her role at the Company (collectively the "Inquiries," and together with the D'Ambly Lawsuit, the "Proceedings").

Ms. Gadde's involvement in the Proceedings unquestionably is by reason of the fact that Ms. Gadde was formerly an officer of the Company. Ms. Gadde has retained Sidley Austin LLP ("Sidley") to represent her in connection with the Proceedings.

Accordingly, we request that the Company advance to Ms. Gadde as they become due all expenses and legal fees, including attorneys' fees, incurred in connection with the Proceedings prior to the final disposition of the Proceedings, as provided for in Section 5 of the Agreement.

Enclosed herewith is an undertaking by Ms. Gadde to repay any amounts advanced if ultimately it is determined that she is not entitled to be indemnified.

If there is any basis on which the Company anticipates denying indemnification of Ms. Gadde in regards to the Proceedings, in whole or in part, please promptly state those objections in writing. Otherwise, please advise to whom invoices should be directed.

Demand for Indemnification and Advancement

January 13, 2023

Page 2

This letter does not waive any rights or remedies that Ms. Gadde may have under current or past practices, agreements, or the law, including those that are not specifically addressed herein.

Please respond to this letter to me at the address above, or by email at [email protected]

Very truly yours,

David L. Anderson

cc: Mary Hansbury, Global Head of Employment Law, Twitter

Katherine L. Martin, Senior Legal Counsel, Twitter

Katharine Martin, Wilson Sonsini Goodrich & Rosati PC

[email protected]

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Published by HackerNoon on 2024/01/18