Exhibit 10.15
FORM OF INDEMNIFICATION AGREEMENT
This Indemnification Agreement ("Agreement") is effective as of the __ day
of ______, 2001 by and between Given Imaging Ltd., a company incorporated
under the laws of the State of Israel, with it principal offices at Xxx
Xxxxxxxxxx Xxxx, 0 Xxxxxx Xx., X.X. Xxx 000 Xxxxxxx, 00000 (the
"Company"), and ________________ (the "Indemnitee"), residing at the
address set forth beneath Indemnitee's signature to this Agreement.
WHEREAS, the Company and Indemnitee recognize the difficulty in
obtaining full and adequate liability insurance for 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 costs of liability insurance have
substantially increased and the availability and coverage of such
insurance have severely limited, including, but not limited to, limitation
under the provisions of the Companies Law, 1999 and any other applicable
law (the "Law");
WHEREAS, the Company desires to attract and retain the services of
highly qualified individuals, such as Indemnitee, to serve the Company
and, in part, in order to induce Indemnitee to continue to provide
services to the Company, wishes to provide for the indemnification and
advancement of expense to Indemnitee, to exculpate Indemnitee from
liability to the Company, and agree to procure reasonable insurance
coverage, all of the foregoing to the maximum extent permitted by law; and
WHEREAS, in view of the considerations set forth above, the Company
desires that Indemnitee shall be indemnified and exculpated by the
Company, and enjoy appropriate insurance coverage, all as set forth
herein.
NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:
1. INDEMNIFICATION.
a. INDEMNIFICATION OF EXPENSES. The Company shall indemnify Indemnitee
to the fullest extent permitted by law and subject to the
limitations set forth in paragraph 1(b) if Indemnitee was or is or
becomes a party to any pending or completed action, suit or
proceeding whether civil, criminal (unless convicted of committing
an offense which requires proof of criminal thought), arbitration or
other dispute resolution process (hereinafter a "Claim") by reason
of (or arising in part out of) any Indemnifiable Event (as defined
below) against any and all reasonably expenses (including attorneys'
fees and all other costs, expenses and obligations reasonably
incurred in connection with investigating,
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defending, being a witness or in participating in (including on
appeal)), judgements and amounts paid in settlement (if such
settlement is approved in advance by the Company, which approval
shall not be unreasonably withheld) of such Claim and any taxes
imposed on the Indemnitee as a result of the actual or deemed
receipt of any payments under this Agreement (collectively,
hereinafter "Expenses"), including all interest, assessments and
other charges paid or payable in connection with or in respect of
such Expenses, provided that in respect of any specific
Indemnifiable Event, the Expenses for which Indemnitee may be
indemnified hereunder will not exceed, individually or in the
aggregate, the Limit Amount (as defined below) applicable to such
Indemnifiable Event. Such payments of Expenses shall be made by the
Company as soon as practicable but in any event no later than thirty
(30) days after written demand by Indemnitee therefor is presented
to the Company.
b. INDEMNIFIABLE EVENT; LIMIT AMOUNTS. For the purpose of this section,
an Indemnifiable Event shall mean any event or occurrence falling
all or in part within any one or more of the categories set forth in
EXHIBIT A to this Agreement and related to the fact that Indemnitee
is or was a director or officer of the Company, or any subsidiary of
the Company (regardless of whether it was a subsidiary of the
Company at the time of the event giving rise to Claim), or is or was
serving at the request of the Company as a director or officer of
another corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action or inaction on the part of
Indemnitee while serving in such capacity. The Limit Amount with
respect to each such category of events described in EXHIBIT A is
specified following its description. Each such --------- Limit
Amount shall be subject to reasonably continuing review and
consideration by the Company, and may be increased, but never
decreased, if the Board of Directors, with the prior approval of the
Audit Committee of the Company, determines that such Limit Amount is
less then the Expenses which can be reasonably expected to be
incurred by Indemnitee in connection with the corresponding
Indemnifiable Event. The Indemnification provided herein shall not
be subject to the foregoing limitations, if and to the extent such
limits are no longer required by the Law.
c. REVIEWING PARTY. Notwithstanding the foregoing: (i) the obligations
of the Company under Section 1(a) shall be subject to the condition
that the Reviewing Party (as described in Section 9(e) hereof) shall
not have determined (in a written opinion, in any case in which the
Independent Legal Counsel referred to in Section 1(d) hereof is
involved) that Indemnitee would not be permitted to be indemnified
under applicable law, and (ii) the obligation of the Company to make
an advance payment of Expenses to Indemnitee pursuant to Section
2(a) (an "Expense Advance") shall be subject to the condition that,
if, when and to the extent that the Reviewing Party determines that
Indemnitee should not be permitted to be so indemnified under
applicable law, the Company shall be entitled to be reimbursed by
Indemnitee (who hereby agrees to
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reimburse the Company) for all such amounts theretofore paid;
PROVIDED, HOWEVER, that if Indemnitee has commenced or thereafter
commences legal proceedings to secure a determination that
Indemnitee should be indemnified under applicable law, any
determination made by the Reviewing Party that Indemnitee would not
be permitted to be indemnified under applicable law shall not be
binding and Indemnitee shall not be required to reimburse the
Company for any Expense Advance until a final judicial determination
is made with respect thereto as to which all rights of appeal
therefrom have been exhausted or lapsed). Indemnitee's obligation
to reimburse the Company for any Expense Advance shall be unsecured
and no interest shall be charged thereon. If there has not been a
Change in Control (as defined in Section 9(c) hereof), the
Reviewing Party shall be selected by the Board of Directors, and if
there has been such a Change in Control, the Reviewing Party shall
be the Independent Legal Counsel referred to in Section 9(d) hereof.
If there has been no determination by the Reviewing Party or if the
Reviewing Party determines that Indemnitee substantively would not
be permitted to be indemnified in whole or in part under applicable
law, Indemnitee shall have the right to commence litigation seeking
an initial determination by the court or challenging any such
determination by the Reviewing Party or any aspect thereof,
including the legal or factual basis therefor, and the Company
hereby consents to service of process and to appear in any such
proceeding. Any determination by the Reviewing Party otherwise shall
be conclusive and binding on the Company and Indemnitee.
d. CHANGE IN CONTROL. The Company agrees that if there is a Change in
Control of the Company then with respect to all matters thereafter
arising concerning the rights of Indemnitee to payments of Expense
and Expense Advances under this Agreement or any other agreement or
under the Company's Memorandum or Articles of Association as now or
hereafter in effect, the Company shall seek legal advice only from
Independent Legal Counsel (as defined in Section 9(d) hereof)
selected by the Company and approved by the Indemnitee (which
approval shall not be unreasonably withheld). Such counsel, among
other things, shall render its written opinion to the Company and
Indemnitee as to whether and to what extent Indemnitee would be
permitted to be indemnified under applicable law and the Company
agrees to abide by such opinion. The Company agrees to pay the
reasonable fees of the Independent Legal Counsel referred to above
and to fully indemnify such counsel against any and all expenses
(including attorney's fees), claims, liabilities and damages arising
out of or relating to this Agreement or its engagement pursuant
hereto.
2. EXPENSES; INDEMNIFICATION PROCEDURE.
a. ADVANCEMENT OF EXPENSES. The Company shall advance all Expenses
incurred by Indemnitee. The advances to be made hereunder shall be
paid by the Company to Indemnitee as soon as practicable, but in
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any event no later than thirty (30) days after written demand by
Indemnitee therefor to the Company.
b. NOTICE; COOPERATION BY INDEMNITEE. Indemnitee shall, as a condition
precedent to Indemnitee's right to be indemnified under this
Agreement, give the Company notice in writing as soon as practicable
of any Claim made against Indemnitee for which Indemnification will
or could be sought under this Agreement, provided, however, that any
failure to provide such notice shall not affect Indemnitee's rights
to indemnification hereunder unless and to the extent such failure
to provide notice materially and adversely prejudices the Company's
right to defend against such action. Notice to the Company shall be
directed to the Chief Executive Officer of the Company at the
address shown on the signature page of this Agreement (or such other
address as the Company shall designate in writing to Indemnitee), or
if the Indemnitee is then the Chief Executive Officer of the
Company, such notice shall be directed to the Chairman of the
Company's Board of Directors, at the same address. In addition,
Indemnitee shall give the Company such information and cooperation
as it may reasonably require and as shall be within Indemnitee's
power.
c. NO PRESUMPTIONS; BURDEN OF PROOF. For purposes of this Agreement,
the termination of any Claim by judgement, order, settlement
(whether with or without court approval) or conviction, or upon a
plea of guilty, by itself, shall not create a presumption that
Indemnitee did not meet any particular standard of conduct or have
any particular belief or that a court has determined that
indemnification is not permitted by applicable law. In addition,
neither the failure of the Reviewing Party to have made a
determination as to whether Indemnitee has met any particular
standard of conduct or had any particular belief, nor an actual
determination by the Reviewing Party that Indemnitee has not met
such standard of conduct or did not have such belief, prior to the
commencement of legal proceedings by Indemnitee to secure a judicial
determination that Indemnitee should be indemnified under applicable
law, shall be a defense against Indemnitee's claim or create a
presumption that Indemnitee has not met any particular standard of
conduct or did not have any particular belief. In connection with
any determination by the Reviewing Party or otherwise as to whether
the Indemnitee is entitled to be indemnified hereunder, the burden
of proof shall be on the Company to establish that Indemnitee is not
so entitled.
d. NOTICE TO INSURERS. If, at the time of the receipt by the Company of
a notice of a claim pursuant to Section 2(b) hereof, the Company has
liability insurance in effect which may cover such Claim, the
Company shall give prompt notice of the commencement of such Claim
to the insurers in accordance with the procedures set forth in the
respective policies. The Company shall thereafter take all necessary
or desirable action to cause such insurers to pay, on behalf of the
Indemnitee, all
amounts payable as a result of such action, suit, proceeding,
inquiry or investigation in accordance with the terms of such
policies.
e. SELECTION OF COUNSEL. In the event the Company shall be obligated
hereunder to pay the Expenses of any Claim, and the Company shall
have confirmed to Indemnitee in writing such obligation and that the
maximum amount of Expenses that Indemnitee may incur in connection
with the Claim in question will not exceed the Limit Amount in
respect of such Claim, the Company shall be entitled to assume the
defense of such Claim with counsel approved by Indemnitee, which
approval shall not be unreasonably withheld, upon the delivery to
Indemnitee of written notice of its election to do so. After
delivery of such written confirmation and such notice, approval of
such counsel by Indemnitee and the retention of such counsel by the
Company, the Company will not be liable to Indemnitee under this
Agreement for any fees of counsel subsequently incurred by
Indemnitee with respect to the same Claim; provided, that: (i)
Indemnitee shall have the right to employ Indemnitee's counsel in
any such Claim at Indemnitee's expense, and (ii) if (A) the
employment of counsel by Indemnitee has been previously authorized
by the Company, (B) Indemnitee shall have reasonably concluded that
a potential conflict of interest between the Company and Indemnitee
may arise in the conduct of any such defense, or (C) the Company
shall not continue to retain such counsel to defend such Claim, then
the fees and expenses of Indemnitee counsel shall be at the expense
of the Company. The Company shall have the right to conduct such
defense as it sees fit in its sole discretion, including the right
to settle any claim against Indemnitee without the consent of the
Indemnitee provided, the amount of such settlement does not exceed
the Limit Amount and any such settlement includes (i) a complete
release discharge of indemnity, and (ii) does not contain any
admittance of wrong doing by Indemnitee, and (iii) is monetary only.
3. ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY.
a. SCOPE. In the event of any change after the date of this agreement
of any applicable law, statute or rule which expands the right of a
corporation of the Company's state of incorporation to indemnify a
member of its board of directors or an officer, it is the intent of
the parties hereto that Indemnitee shall enjoy by this Agreement the
greater benefits afforded by such change. In the event of any change
in any applicable law, statute or rule which narrows the right of a
corporation of the Company's country or state of incorporation to
indemnify a member of its board of directors or an officer,
employee, agent or fiduciary, such change, to the extent not
otherwise required by such law, statute or rule to be applied to
this Agreement, shall have no effect on this Agreement or the
parties' rights and obligations hereunder except as set forth in
Section 8(a) hereof.
b. NONEXCLUSIVITY. The indemnification provided by this Agreement shall
be in addition to any rights to which Indemnitee may be entitled
under the Company's Memorandum and Articles of Association, as may
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from time to time be amended or replaced, any agreement, any vote of
shareholders or disinterested directors, the laws of the Company's
state of incorporation, or otherwise. The indemnification provided
under this Agreement shall continue as to Indemnitee for any action
Indemnitee took or did not take while serving in an indemnified
capacity even though Indemnitee may have ceased to serve in such
capacity.
4. NO DUPLICATION OF PAYMENTS. The Company shall not be liable under this
Agreement to make any payment in connection with any Claim made against
Indemnitee to the extent Indemnitee has otherwise actually received
payment (under any insurance policy, the Articles or Memorandum of
Association or otherwise) of the amounts otherwise Indemnifiable
hereunder, except for the difference, if any, between the amounts received
by the Indemnitee as aforesaid and the total Expenses incurred by
Indemnitee in connection with such Claim. For the removal of any doubt,
any amount received from D&O Insurance (as defined below) shall not count
against any Limit Amount hereunder.
5. PARTIAL INDEMNIFICATION. If Indemnitee is entitled under any provision of
this Agreement to indemnification by the Company for some or a portion of
Expenses incurred in connection with any Claim, but not, however, for all
of the total amount thereof, the Company shall nevertheless indemnify
Indemnitee for the portion of such Expenses to which Indemnitee is
entitled herein.
6. LIABILITY INSURANCE. As long as the Indemnitee continues to serve as a
director or officer of the Company and thereafter as long as the
Indemnitee may be subject to any possible proceedings, the Company shall
procure directors' and officers' liability insurance to the fullest extent
permitted by law ("D&O Insurance"), in such amount (per claim and per
period) as the Company shall deem appropriate and in accordance to the
provisions of the Law; provided, that, the Company shall have no
obligation to obtain or maintain D&O Insurance if the Company determines
in good faith that such insurance is not reasonably available, the premium
costs for such insurance are disproportionate to the amount of coverage
provided, the coverage provided by such insurance is so limited by
exclusions that it provides an insufficient benefit, or the Indemnitee is
covered by similar insurance maintained by a subsidiary of the Company;
PROVIDED, HOWEVER, that the Company shall not terminate any existing
insurance coverage without notifying the Indemnitee of its intention to do
so at least ninety (90) days prior to the effective date of such
termination (for this purpose the non-renewal of such coverage shall be
deemed as termination thereof and the effective date of such termination
shall then be the expiration date of the existing coverage).
7. EXCULPATION. To the maximum extent permitted by law, the Company hereby
exculpates and releases Indemnitee from any and all liability to the
Company related to any past, present and future breach by Indemnitee of
his or her duty of care to the Company.
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8. EXCEPTIONS. Any other provision herein to the contrary notwithstanding,
the Company shall not be obligated pursuant to the terms of this
Agreement:
a. EXCLUDED ACTS AND OMISSIONS. To indemnify, insure or exculpate
Indemnitee from or against any liability arising out of (i)
Indemnitee's breach of fiduciary duty to the Company, unless
Indemnitee has acted or omitted to act in good faith and had
reasonable ground to believe such action will not harm the Company's
interests, (ii) intentional or reckless breach by Indemnitee of his
or her duty of care to the Company, or (iii) an action taken with
the intention to unduly profit therefrom and (iv) any fine or
penalty payment to propitiate an offense.
b. CLAIMS INITIATED BY INDEMNITEE. To indemnify or advance expenses to
Indemnitee with respect to Claims initiated or brought voluntarily
by Indemnitee and not by way of defense, except: (i) with respect to
proceedings brought to establish or enforce a right to
indemnification under this Agreement or any other agreement, or
insurance policy or under the Company's Memorandum or Articles of
Association now or hereafter in effect relating to Claims for
Indemnifiable Events, (ii) in specific cases if the Board of
Directors has approved the initiation or bringing of such suit, or
(iii) as otherwise required under the laws of the Company's state of
incorporation, regardless of whether Indemnitee ultimately is
determined to be entitled to such indemnification, advance expense
payment or insurance recovery, as the case may be; or
c. CLAIMS UNDER SECTION 16(B). To indemnify Indemnitee for expenses and
the payment of profits arising from the purchase and sale by
Indemnitee of securities in violation of Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
any similar applicable law of any jurisdiction.
9. CONSTRUCTION OF CERTAIN PHRASES.
a. For purposes of this Agreement, references to the "Company" shall
include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its
directors and officers, so that if Indemnitee is or was serving at
the request of such constituent corporation as a director or
officer, of another corporation, partnership, joint venture,
employee benefit plan, trust or other enterprise, Indemnitee shall
stand in the same position under the provisions of this Agreement
with respect to the resulting or surviving corporation as Indemnitee
would have with respect to such constituent corporation if its
separate existence had continued.
b. For purposes of this Agreement, references to "other enterprises"
shall include employee benefit plans; and references to "serving at
the request of the Company" shall include any service as a director
or officer of the
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Company which imposes duties on, or involves services by, such
director or officer an employee benefit plan, its participants or
its beneficiaries; and if Indemnitee acted in good faith and in a
manner Indemnitee reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan,
Indemnitee shall be deemed to have acted in "good faith" and in the
best interests of the Company as referred to in this Agreement.
c. For purposes of this Agreement, a "Change in Control" shall be
deemed to have occurred if: (i) any person or entity, other than a
trustee or other fiduciary holding securities under an employee
benefit plan of the Company or a corporation owned directly or
indirectly by the stockholders as a result of a transaction not
otherwise constituting a Change in Control, is or becomes a
"beneficial owners" (as defined in Rule 13d-3 under the U.S.
Securities Act, 1933, as amended), of more securities of the Company
than held immediately prior to that by any other single largest
shareholder of the Company; (ii) the majority of the of the
directors of the Company shall have ceased to hold such office,
whether without the consent of the majority of the directors or in a
settlement of an election or proxy contest, or (iii) the Company
consummates a merger or consolidation of the Company with any other
corporation other than a merger or consolidation which would result
in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the total voting power
represented by the voting securities of the Company or the surviving
entity outstanding immediately after such merger or consolidation,
or (iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition by the Company of (in one transaction or a series of
transactions) all or substantially all of the Company's assets.
d. For purposes of this Agreement, oIndependent Legal Counsel" shall
mean an attorney or firm of attorneys, selected in accordance with
the provision of Section 1(d) hereof, who shall not have otherwise
performed services for the company or Indemnitee within the last
three years (other than with respect to matters concerning the
rights of Indemnitee under this Agreement, or of other Indemnitees
under similar indemnity agreements).
e. For purposes of this Agreement, a "Reviewing Party" shall mean any
appropriate person or body consisting of a member or members of the
Company's Board of Directors or any other person or body appointed
by the Board of Directors who is not party to the particular Claim
for which Indemnitee is seeking indemnification, or Independent
Legal Counsel.
10. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall constitute an original.
11. BINDING EFFECT; SUCCESSORS AND ASSIGNS. This Agreement shall
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be binding upon and inure to the benefit of and be enforceable by the
parties hereto and their respective successors, assigns, including any
direct or indirect successor by purchase, merger, consolidation or
otherwise to all or substantially all of the business and/or assets of the
Company, spouses, heirs, and personal and legal representative. The
Company shall require and cause any successor (whether direct or indirect
by purchase, merger, consolidation or otherwise) to all, substantially
all, or a substantial part, of the business and/or assets of the Company,
by written agreement, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession had taken place. This
Agreement shall continue in effect with respect to Claims relating to
Indemnifiable Events regardless of whether Indemnitee continues to serve
as a director or officer of the Company or any other enterprise at the
Company's request.
12. ATTORNEY'S FEES. In the event that any action is instituted by Indemnitee
under this Agreement or under any liability insurance policies maintained
by the Company to enforce or interpret any of the terms hereof or thereof,
Indemnitee shall be entitled to be paid all reasonable expenses incurred
by Indemnitee with respect to such action, regardless of whether
Indemnitee is ultimately successful in such action, and shall be entitled
to the advancement of Expenses with respect to such action, unless as a
part of such action, a court of competent jurisdiction over such action
determines that each of the material assertions made by Indemnitee as a
basis for such action were not made in good faith or were frivolous. In
the event of an action instituted by or in the name of the Company under
this Agreement to enforce or interpret any of the terms of this Agreement,
Indemnitee shall be entitled to be paid all Expenses incurred by
Indemnitee in defense of such action (including costs and expenses
incurred with respect to Indemnitee's counterclaims and cross-claims made
in such action), and shall be entitled to the advancement of Expenses with
respect to such action, unless, as a part of such action, the court having
jurisdiction over such action determines that each of Indemnitee's
material defenses to such action were made in bad faith or were frivolous.
13. NOTICE. All notices and other communications required or permitted
hereunder shall be in writing, shall be effective when given and shall in
any event be deemed to be given: (a) five (5) business days after deposit
with the applicable postal service, if delivered by first class mail,
postage prepaid, (b) upon delivery, if delivered by hand, (c) one business
day after the business day of deposit with overnight courier, freight
prepaid, or (d) one day after the business day of delivery by facsimile
transmission, if delivered by facsimile transmission, with copy by first
class mail, postage prepaid, and shall be addressed if to Indemnitee, at
the Indemnitee's address as set forth beneath Indemnitee's signature to
this Agreement and if to the Company at the address of its principal
corporate offices or at such other address as such party may designate by
ten days' advance written notice to the other party hereto.
14. CONSENT TO JURISDICTION. The Company and Indemnitee each hereby
irrevocably consent to the jurisdiction of the courts of the State of
Israel for all
purposes in connection with any action or proceeding which arises out of
or relates to this Agreement and agree that any action instituted under
this Agreement shall be commenced, prosecuted and continued only in the
competent Courts of the Tel-Aviv District, which shall be the exclusive
and only proper forum for adjudicating such a claim.
15. SEVERABILITY. The provisions of this Agreement shall be severable in the
event that any of the provision hereof (including any provision within a
single section, paragraph or sentence) are held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable, and the
remaining provisions shall remain enforceable, to the fullest extent
permitted by law. Furthermore, to the fullest extent possible, the
provisions of this Agreement (including, without limitations, each portion
of this Agreement containing any provision held to be invalid, void or
otherwise unenforceable that is not itself invalid, void or unenforceable)
shall be construed so as to give effect to the intent manifested by the
provision held invalid, illegal or unenforceable.
16. CHOICE OF LAW. This Agreement shall be governed by and its provisions
construed and enforced in accordance with the laws of the State of Israel,
as applied to contracts between Israeli residents, entered into and to be
performed entirely within the State of Israel, without regard to the
conflict of laws principles thereof or of any other jurisdiction.
17. SUBROGATION. In the event of payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of
recovery of Indemnitee, who shall execute all documents required and shall
do all acts that may be necessary to secure such rights and to enable the
Company effectively to bring suit to enforce such rights.
18. AMENDMENT AND TERMINATION. No amendment, modification, termination or
cancellation of this Agreement shall be effective unless it is in writing
signed by both the parties hereto. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver
constitute a continuing waiver.
19. INTEGRATION AND ENTIRE AGREEMENT. This Agreement sets forth the entire
understanding between the parties hereto and supersedes and merges all
previous written and oral negotiations, commitments, understandings and
agreements relating to the subject matter hereof between the parties
hereto.
20. NO CONSTRUCTION AS EMPLOYMENT AGREEMENT. Nothing contained in this
Agreement shall be construed as giving Indemnitee any right to be retained
in the employ or otherwise in the service of the Company or any of its
subsidiaries.
IN WITNESS WHEREOF, the parties hereto have executed this Indemnification
Agreement as of the date first above written.
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GIVEN IMAGING LTD.
By:
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Name
Title
Address:
0 Xx'Xxxxxx Xx.
Xxx Xxxxxxxxxx Xxxx
X.X. Xxx 000
Xxxxxxx, 00000
Telecopier No.: 00-0000000
AGREED TO AND ACCEPTED AS OF
THE DATE FIRST WRITTEN ABOVE:
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[Name of Indemnitee]
Address:
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Telecopier No.
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