{"id":40803,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/indemnification-agreement-given-imaging-ltd.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indemnification-agreement-given-imaging-ltd","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/indemnification-agreement-given-imaging-ltd.html","title":{"rendered":"Indemnification Agreement – Given Imaging Ltd."},"content":{"rendered":"

FORM OF INDEMNIFICATION AGREEMENT<\/strong><\/p>\n

\n<\/p>\n

This Indemnification Agreement (“Agreement<\/strong>“) is entered into
\nby and between Given Imaging Ltd., a company incorporated under the laws of the
\nState of Israel, with its principal offices at New Industrial Park, 2 Hacarmel
\nStreet, P.O. Box 258 Yokneam, 20692 (the “Company<\/strong>“), and
\n________________ (the “I<\/strong>ndemnitee<\/strong>“), residing
\nat the address set forth beneath Indemnitee’s signature to this Agreement, and
\neffective as of the date Indemnitee is appointed to his position with the
\nCompany.<\/p>\n<\/p>\n<\/p>\n

WHEREAS, the Company desires to attract and retain the services of highly
\nqualified individuals, such as Indemnitee, to serve the Company; and<\/p>\n<\/p>\n<\/p>\n

WHEREAS, the Company and Indemnitee further recognize the risks relating to
\nthe duties and responsibilities of persons serving the Company as directors and
\nofficers and that the protection of such persons against potential liability and
\nexpenses relating to their service for and on behalf of the Company is necessary
\nand desirable to attract and retain Indemnitee; and<\/p>\n<\/p>\n<\/p>\n

WHEREAS, in view of the above, the Company desires that Indemnitee shall be
\nindemnified and exculpated by the Company to the maximum extent permitted by
\nlaw, including, without limitation, the Israeli Companies law of 1999, as
\namended (the “Law<\/strong>“), , all as set forth herein.<\/p>\n<\/p>\n<\/p>\n

NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

1.<\/p>\n<\/td>\n

\n

INDEMNIFICATION.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

a. Without derogating from the Company153s right to indemnify the Indemnitee
\nretroactively as permitted under the Law and the Company153s Articles, and subject
\nto the limitations set forth in paragraph 1(b) below, the Company hereby
\nundertakes to indemnify Indemnitee for a liability or expense incurred by or
\nimposed on Idemnitee as a result of an action taken by Indemnitee in
\nIndemnitee153s capacity as an office holder of the Company, to the fullest extent
\npermitted by law, including, without limitation, as follows:<\/p>\n<\/p>\n<\/p>\n

(i) A monetary obligation imposed on, or incurred by Indemnitee in favor of
\nanother person pursuant to a judgment, including a judgment rendered in a
\nsettlement or a court approved settlement (where such settlement is approved in
\nadvance by the Company) or arbitrator’s award;<\/p>\n<\/p>\n

(ii) Reasonable legal costs, including attorney’s fees, incurred, by
\nIndemnitee as a result of an investigation or proceeding conducted against
\nIndemnitee by an authority that is authorized to conduct such investigation or
\nproceeding, and ended without an indictment against Indemnitee and without
\nimposing on Indemnitee any fines or similar financial obligations in lieu of a
\ncriminal proceeding, or that ended without an indictment against Indemnitee but
\nwith imposing on Indemnitee any fines or similar financial obligations as an
\nalternative to a criminal proceeding in respect of an offence that does not
\nrequire the proof of criminal intent. For the purpose of this Agreement: “A
\nproceeding that ended without an indictment in a matter in respect of which an
\ninvestigation was conducted”, means- closing the case pursuant to Section 62 of
\nthe Criminal Procedure Act [Combined Version] 5742- 1982 (the “Criminal
\nProcedure Act”) or a stay of proceedings by the Attorney General pursuant to
\nSection 231 of the Criminal Procedure Act; “Financial obligation in lieu of a
\ncriminal proceeding”, means : a financial obligation imposed by law as an
\nalternative to a criminal proceeding, including an administrative fine pursuant
\nto the Administrative Offenses Act 5746-1985, a fine with respect to an offense
\nwhich was defined as a “finable offense” under the Criminal Procedure Act, a
\nfine or a forfeit.<\/p>\n<\/p>\n<\/p>\n

– 1 –<\/p>\n

\n

\n

(iii) Reasonable legal costs, including attorney’s fees, incurred by
\nIndemnitee or which Indemnitee is ordered to pay by a court, in proceedings
\ncommenced against Indemnitee by the Company or on its behalf or by another
\nperson, or in respect of a criminal charge of which Indemnitee is acquitted, or
\nin respect of a criminal charge of which Indemnitee is convicted of an offence
\nthat does not require proof of criminal intent (such legal costs described in
\nclauses (ii) and (iii) of this section 1, being referred to in herein as the
\n“Costs of Litigation<\/strong>“).<\/p>\n<\/p>\n

(iv) Any other obligation or expense in respect of which it is permitted or
\nwill be permitted by law to indemnify Indemnitee.<\/p>\n<\/p>\n<\/p>\n

b. INDEMNIFIABLE EVENT; LIMIT AMOUNTS. For the purposes of this section, an
\n“Indemnifiable Event” means any event or occurrence falling, in whole or in
\npart, within any one or more of the categories set forth in Exhibit A<\/u> to
\nthis Agreement, which are, in the Board’s opinion, categories of events and
\ncircumstances that are anticipated to occur in light of the Company’s actual
\nactivities at the time of granting the indemnification, and are related to the
\nfact that Indemnitee is or was a director or officer of the Company, or any
\nsubsidiary of the Company (regardless of whether it was a subsidiary of the
\nCompany at the time of the event giving rise to Claim), or is or was serving at
\nthe request of the Company as a director or officer of another corporation,
\npartnership, joint venture, trust or other enterprise, or by reason of any
\naction or inaction on the part of Indemnitee whilst serving in such capacity.
\nThe obligation of the Company to Indemnitee under this Agreement, together with
\nall then pending claims for indemnification made by other directors or officers
\nof the Company, whether under law, agreement or the Articles of the Company (in
\naddition to any amounts that may be received by Indemnitee from an insurance
\ncompany under any insurance the Company has procured for the benefit of
\nIndemnitee), shall not exceed the amount determined in Exhibit A (hereinafter:
\n“Limit Amount<\/strong>“), except that the Company153s obligation to
\nindemnify Indenitee for Costs of Litigation is not subject to, and will not
\ncount towards, any Limit Amount. Such Limit Amount shall be subject to
\ncontinuing review and consideration by the Company, and may be increased if the
\nBoard of Directors, with the prior approval of the Audit Committee of the
\nCompany, determines that such Limit Amount is less then an amount that can be
\nreasonably expected to be incurred by the Indemnitee in connection with an
\nIndemnifiable Event. The limitations set forth in this paragraph regarding the
\ncategories of events described in Exhibit A<\/u>, and the Limit Amount, as
\ndefined in Exhibit A, will not apply to Costs of Litigation.<\/p>\n<\/p>\n<\/p>\n

c. REVIEWING PARTY. Notwithstanding the foregoing: (i) the obligations of the
\nCompany under Section 1(a) shall be subject to the condition that the Reviewing
\nParty (as described in Section 9(e) hereof) shall not have determined (in a
\nwritten opinion, in any case in which the Independent Legal Counsel referred to
\nin Section 1(d) hereof is involved) that Indemnitee would not be permitted to be
\nindemnified under applicable law, and (ii) the obligation of the Company to make
\nan advance payment of Expenses to Indemnitee pursuant to Section 2(a) (an
\n“Expense Advance<\/strong>“) shall be subject to the condition that, if,
\nwhen and to the extent that the Reviewing Party determines that Indemnitee
\nshould not be permitted to be so indemnified under applicable law, the Company
\nshall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse
\nthe Company) for all such amounts theretofore paid; provided<\/u>,
\nhowever<\/u>, that if Indemnitee has commenced or thereafter commences legal
\nproceedings to secure a determination that Indemnitee should be indemnified
\nunder applicable law, any determination made by the Reviewing Party that
\nIndemnitee would not be permitted to be indemnified under applicable law shall
\nnot be binding and Indemnitee shall not be required to reimburse the Company for
\nany Expense Advance until a final judicial determination is made with respect
\nthereto as to which all rights of appeal therefrom have been exhausted or
\nlapsed). Indemnitee’s obligation to reimburse the Company for any Expense
\nAdvance shall be unsecured and no interest shall be charged thereon. If there
\nhas not been a Change in Control (as defined in Section 9(c) hereof), the
\nReviewing Party shall be selected by the Board of Directors, and if there has
\nbeen such a Change in Control, the Reviewing Party shall be the Independent
\nLegal Counsel referred to in Section 9(d) hereof. If there has been no
\ndetermination by the Reviewing Party or if the Reviewing Party determines that
\nIndemnitee substantively would not be permitted to be indemnified in whole or in
\npart under applicable law, Indemnitee shall have the right to commence
\nlitigation seeking an initial determination by the court or challenging any such
\ndetermination by the Reviewing Party or any aspect thereof, including the legal
\nor factual basis therefor, and the Company hereby consents to service of process
\nand to appear in any such proceeding. Any determination by the Reviewing Party
\notherwise shall be conclusive and binding on the Company and Indemnitee.<\/p>\n<\/p>\n<\/p>\n

– 2 –<\/p>\n

\n

\n<\/p>\n

d. CHANGE IN CONTROL. The Company agrees that if there is a Change in Control
\nof the Company then with respect to all matters thereafter arising concerning
\nthe rights of Indemnitee to payments of Expense and Expense Advances under this
\nAgreement or any other agreement or under the Company’s Memorandum or Articles
\nof Association as now or hereafter in effect, the Company shall seek legal
\nadvice only from Independent Legal Counsel (as defined in Section 9(d) hereof)
\nselected by the Company and approved by the Indemnitee (which approval shall not
\nbe unreasonably withheld). Such counsel, among other things, shall render its
\nwritten opinion to the Company and Indemnitee as to whether and to what extent
\nIndemnitee would be permitted to be indemnified under applicable law and the
\nCompany agrees to abide by such opinion. The Company agrees to pay the
\nreasonable fees of the Independent Legal Counsel referred to above and to fully
\nindemnify such counsel against any and all expenses (including attorney’s fees),
\nclaims, liabilities and damages arising out of or relating to this Agreement or
\nits engagement pursuant hereto.<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

2.<\/p>\n<\/td>\n

\n

EXPENSES; INDEMNIFICATION PROCEDURE.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

a. ADVANCEMENT OF EXPENSES. The Company shall advance all Expenses incurred
\nby Indemnitee. The advances to be made hereunder shall be paid by the Company to
\nIndemnitee as soon as practicable, but in any event no later than thirty (30)
\ndays after written demand by Indemnitee therefor to the Company.<\/p>\n<\/p>\n<\/p>\n

b. NOTICE; COOPERATION BY INDEMNITEE. Indemnitee shall, as a condition
\nprecedent to Indemnitee’s right to be indemnified under this Agreement, give the
\nCompany notice in writing as soon as practicable of any Claim made against
\nIndemnitee for which Indemnification will or could be sought under this
\nAgreement, provided, however, that any failure to provide such notice shall not
\naffect Indemnitee’s rights to indemnification hereunder unless and to the extent
\nsuch failure to provide notice materially and adversely prejudices the Company’s
\nright to defend against such action. Notice to the Company shall be directed to
\nthe Chief Executive Officer of the Company at the address shown on the signature
\npage of this Agreement (or such other address as the Company shall designate in
\nwriting to Indemnitee), or if the Indemnitee is then the Chief Executive Officer
\nof the Company, such notice shall be directed to the Chairman of the Company’s
\nBoard of Directors, at the same address. In addition, Indemnitee shall give the
\nCompany such information and cooperation as it may reasonably require and as
\nshall be within Indemnitee’s power.<\/p>\n<\/p>\n<\/p>\n

c. NO PRESUMPTIONS; BURDEN OF PROOF. For purposes of this Agreement, the
\ntermination of any Claim by judgement, order, settlement (whether with or
\nwithout court approval) or conviction, or upon a plea of guilty, by itself,
\nshall not create a presumption that Indemnitee did not meet any particular
\nstandard of conduct or have any particular belief or that a court has determined
\nthat indemnification is not permitted by applicable law. In addition, neither
\nthe failure of the Reviewing Party to have made a determination as to whether
\nIndemnitee has met any particular standard of conduct or had any particular
\nbelief, nor an actual determination by the Reviewing Party that Indemnitee has
\nnot met such standard of conduct or did not have such belief, prior to the
\ncommencement of legal proceedings by Indemnitee to secure a judicial
\ndetermination that Indemnitee should be indemnified under applicable law, shall
\nbe a defense against Indemnitee’s claim or create a presumption that Indemnitee
\nhas not met any particular standard of conduct or did not have any particular
\nbelief. In connection with any determination by the Reviewing Party or otherwise
\nas to whether the Indemnitee is entitled to be indemnified hereunder, the burden
\nof proof shall be on the Company to establish that Indemnitee is not so
\nentitled.<\/p>\n<\/p>\n<\/p>\n

– 3 –<\/p>\n

\n

\n<\/p>\n

d. NOTICE TO INSURERS. If, at the time of the receipt by the Company of a
\nnotice of a claim pursuant to Section 2(b) hereof, the Company has liability
\ninsurance in effect which may cover such Claim, the Company shall give prompt
\nnotice of the commencement of such Claim to the insurers in accordance with the
\nprocedures set forth in the respective policies. The Company shall thereafter
\ntake all necessary or desirable action to cause such insurers to pay, on behalf
\nof the Indemnitee, all amounts payable as a result of such action, suit,
\nproceeding, inquiry or investigation in accordance with the terms of such
\npolicies.<\/p>\n<\/p>\n<\/p>\n

e. SELECTION OF COUNSEL. In the event the Company shall be obligated
\nhereunder to pay the Expenses of any Claim, and the Company shall have confirmed
\nto Indemnitee in writing such obligation and that the maximum amount of Expenses
\nthat Indemnitee may incur in connection with the Claim in question will not
\nexceed the Limit Amount, in respect of such Claim, the Company shall be entitled
\nto assume the defense of such Claim with counsel approved by Indemnitee, which
\napproval shall not be unreasonably withheld, upon the delivery to Indemnitee of
\nwritten notice of its election to do so. After delivery of such written
\nconfirmation and such notice, approval of such counsel by Indemnitee and the
\nretention of such counsel by the Company, the Company will not be liable to
\nIndemnitee under this Agreement for any fees of counsel subsequently incurred by
\nIndemnitee with respect to the same Claim; provided, that: (i) Indemnitee shall
\nhave the right to employ Indemnitee’s counsel in any such Claim at Indemnitee’s
\nexpense, and (ii) if (A) the employment of counsel by Indemnitee has been
\npreviously authorized by the Company, (B) Indemnitee shall have reasonably
\nconcluded that a potential conflict of interest between the Company and
\nIndemnitee may arise in the conduct of any such defense, or (C) the Company
\nshall not continue to retain such counsel to defend such Claim, then the fees
\nand expenses of Indemnitee counsel shall be at the expense of the Company. The
\nCompany shall have the right to conduct such defense as it sees fit in its sole
\ndiscretion, including the right to settle any claim against Indemnitee without
\nthe consent of the Indemnitee provided, the amount of such settlement does not
\nexceed the Limit Amount and any such settlement includes (i) a complete release
\ndischarge of indemnity, and (ii) does not contain any admittance of wrong doing
\nby Indemnitee, and (iii) is monetary only.<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

3.<\/p>\n<\/td>\n

\n

ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

a. SCOPE. In the event of any change after the date of this agreement of any
\napplicable law, statute or rule which expands the right of a corporation of the
\nCompany’s state of incorporation to indemnify a member of its board of directors
\nor an officer, it is the intent of the parties hereto that Indemnitee shall
\nenjoy by this Agreement the greater benefits afforded by such change. In the
\nevent of any change in any applicable law, statute or rule which narrows the
\nright of a corporation of the Company’s country or state of incorporation to
\nindemnify a member of its board of directors or an officer, employee, agent or
\nfiduciary, such change, to the extent not otherwise required by such law,
\nstatute or rule to be applied to this Agreement, shall have no effect on this
\nAgreement or the parties’ rights and obligations hereunder except as set forth
\nin Section 8(a) hereof.<\/p>\n<\/p>\n<\/p>\n

b. NONEXCLUSIVITY. The indemnification provided by this Agreement shall be in
\naddition to any rights to which Indemnitee may be entitled under the Company’s
\nMemorandum and Articles of Association, as may from time to time be amended or
\nreplaced, any agreement, any vote of shareholders or disinterested directors,
\nthe laws of the Company’s state of incorporation, or otherwise. The
\nindemnification provided under this Agreement shall continue as to Indemnitee
\nfor any action Indemnitee took or did not take while serving in an indemnified
\ncapacity even though Indemnitee may have ceased to serve in such capacity.<\/p>\n<\/p>\n<\/p>\n

4. NO DUPLICATION OF PAYMENTS. The Company shall not be liable under this
\nAgreement to make any payment in connection with any Claim made against
\nIndemnitee to the extent Indemnitee has otherwise actually received payment
\n(under any insurance policy, the Articles or Memorandum of Association or
\notherwise) of the amounts otherwise Indemnifiable hereunder, except for the
\ndifference, if any, between the amounts received by the Indemnitee as aforesaid
\nand the total Expenses incurred by Indemnitee in connection with such Claim. For
\nthe removal of any doubt, any amount received from D&O Insurance (as defined
\nbelow) shall not count against any Limit Amount hereunder.<\/p>\n<\/p>\n<\/p>\n

– 4 –<\/p>\n

\n

\n<\/p>\n

5. PARTIAL INDEMNIFICATION. If Indemnitee is entitled under any provision of
\nthis Agreement to indemnification by the Company for some or a portion of
\nExpenses incurred in connection with any Claim, but not, however, for all of the
\ntotal amount thereof, the Company shall nevertheless indemnify Indemnitee for
\nthe portion of such Expenses to which Indemnitee is entitled herein.<\/p>\n<\/p>\n<\/p>\n

6. LIABILITY INSURANCE. As long as the Indemnitee continues to serve as a
\ndirector or officer of the Company and thereafter as long as the Indemnitee may
\nbe subject to any possible proceedings, the Company shall procure directors’ and
\nofficers’ liability insurance to the fullest extent permitted by law (“D&O
\nInsurance”), in such amount (per claim and per period) as the Company shall deem
\nappropriate and in accordance to the provisions of the Law; provided, that, the
\nCompany shall have no obligation to obtain or maintain D&O Insurance if the
\nCompany determines in good faith that such insurance is not reasonably
\navailable, the premium costs for such insurance are disproportionate to the
\namount of coverage provided, the coverage provided by such insurance is so
\nlimited by exclusions that it provides an insufficient benefit, or the
\nIndemnitee is covered by similar insurance maintained by a subsidiary of the
\nCompany; provided<\/u>, however<\/u>, that the Company shall not terminate
\nany existing insurance coverage without notifying the Indemnitee of its
\nintention to do so at least ninety (90) days prior to the effective date of such
\ntermination (for this purpose the non-renewal of such coverage shall be deemed
\nas termination thereof and the effective date of such termination shall then be
\nthe expiration date of the existing coverage).<\/p>\n<\/p>\n<\/p>\n

7. EXCULPATION. To the maximum extent permitted by law, the Company hereby
\nexculpates and releases Indemnitee from any and all liability to the Company
\nrelated to any past, present and future breach by Indemnitee of his or her duty
\nof care to the Company.<\/p>\n<\/p>\n<\/p>\n

8. EXCEPTIONS. Any other provision herein to the contrary notwithstanding,
\nthe Company shall not be obligated pursuant to the terms of this Agreement:<\/p>\n<\/p>\n<\/p>\n

a. EXCLUDED ACTS AND OMISSIONS. To indemnify, insure or exculpate Indemnitee
\nfrom or against any liability arising out of (i) Indemnitee’s breach of
\nfiduciary duty to the Company, unless Indemnitee has acted or omitted to act in
\ngood faith and had reasonable ground to believe such action will not harm the
\nCompany’s interests, (ii) intentional or reckless breach by Indemnitee of his or
\nher duty of care to the Company, or (iii) an action taken with the intention to
\nunduly profit therefrom and (iv) any fine or penalty payment to propitiate an
\noffense.<\/p>\n<\/p>\n<\/p>\n

b. CLAIMS INITIATED BY INDEMNITEE. To indemnify or advance expenses to
\nIndemnitee with respect to Claims initiated or brought voluntarily by Indemnitee
\nand not by way of defense, except: (i) with respect to proceedings brought to
\nestablish or enforce a right to indemnification under this Agreement or any
\nother agreement, or insurance policy or under the Company’s Memorandum or
\nArticles of Association now or hereafter in effect relating to Claims for
\nIndemnifiable Events, (ii) in specific cases if the Board of Directors has
\napproved the initiation or bringing of such suit, or (iii) as otherwise required
\nunder the laws of the Company’s state of incorporation, regardless of whether
\nIndemnitee ultimately is determined to be entitled to such indemnification,
\nadvance expense payment or insurance recovery, as the case may be; or<\/p>\n<\/p>\n<\/p>\n

c. CLAIMS UNDER SECTION 16(B). To indemnify Indemnitee for expenses and the
\npayment of profits arising from the purchase and sale by Indemnitee of
\nsecurities in violation of Section 16(b) of the Securities Exchange Act of 1934,
\nas amended (the “Exchange Act”), or any similar applicable law of any
\njurisdiction.<\/p>\n<\/p>\n<\/p>\n

– 5 –<\/p>\n

\n

\n<\/p>\n\n\n\n
<\/td>\n\n

9.<\/p>\n<\/td>\n

\n

CONSTRUCTION OF CERTAIN PHRASES.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

a. For purposes of this Agreement, references to the “Company” shall include,
\nin addition to the resulting corporation, any constituent corporation (including
\nany constituent of a constituent) absorbed in a consolidation or merger which,
\nif its separate existence had continued, would have had power and authority to
\nindemnify its directors and officers, so that if Indemnitee is or was serving at
\nthe request of such constituent corporation as a director or officer, of another
\ncorporation, partnership, joint venture, employee benefit plan, trust or other
\nenterprise, Indemnitee shall stand in the same position under the provisions of
\nthis Agreement with respect to the resulting or surviving corporation as
\nIndemnitee would have with respect to such constituent corporation if its
\nseparate existence had continued.<\/p>\n<\/p>\n<\/p>\n

b. For purposes of this Agreement, references to “other enterprises” shall
\ninclude employee benefit plans; and references to “serving at the request of the
\nCompany” shall include any service as a director or officer of the Company which
\nimposes duties on, or involves services by, such director or officer an employee
\nbenefit plan, its participants or its beneficiaries; and if Indemnitee acted in
\ngood faith and in a manner Indemnitee reasonably believed to be in the interest
\nof the participants and beneficiaries of an employee benefit plan, Indemnitee
\nshall be deemed to have acted in “good faith” and in the best interests of the
\nCompany as referred to in this Agreement.<\/p>\n<\/p>\n<\/p>\n

c. For purposes of this Agreement, a “Change in Control” shall be deemed to
\nhave occurred if: (i) any person or entity, other than a trustee or other
\nfiduciary holding securities under an employee benefit plan of the Company or a
\ncorporation owned directly or indirectly by the stockholders as a result of a
\ntransaction not otherwise constituting a Change in Control, is or becomes a
\n“beneficial owners” (as defined in Rule 13d-3 under the U.S. Securities Act,
\n1933, as amended), of more securities of the Company than held immediately prior
\nto that by any other single largest shareholder of the Company; (ii) the
\nmajority of the of the directors of the Company shall have ceased to hold such
\noffice, whether without the consent of the majority of the directors or in a
\nsettlement of an election or proxy contest, or (iii) the Company consummates a
\nmerger or consolidation of the Company with any other corporation other than a
\nmerger or consolidation which would result in the voting securities of the
\nCompany outstanding immediately prior thereto continuing to represent (either by
\nremaining outstanding or by being converted into voting securities of the
\nsurviving entity) more than 50% of the total voting power represented by the
\nvoting securities of the Company or the surviving entity outstanding immediately
\nafter such merger or consolidation, or (iv) the stockholders of the Company
\napprove a plan of complete liquidation of the Company or an agreement for the
\nsale or disposition by the Company of (in one transaction or a series of
\ntransactions) all or substantially all of the Company’s assets.<\/p>\n<\/p>\n<\/p>\n

d. For purposes of this Agreement, “Independent Legal Counsel” shall mean an
\nattorney or firm of attorneys, selected in accordance with the provision of
\nSection 1(d) hereof, who shall not have otherwise performed services for the
\ncompany or Indemnitee within the last three years (other than with respect to
\nmatters concerning the rights of Indemnitee under this Agreement, or of other
\nIndemnitees under similar indemnity agreements).<\/p>\n<\/p>\n<\/p>\n

e. For purposes of this Agreement, a “Reviewing Party” shall mean any
\nappropriate person or body consisting of a member or members of the Company’s
\nBoard of Directors or any other person or body appointed by the Board of
\nDirectors who is not party to the particular Claim for which Indemnitee is
\nseeking indemnification, or Independent Legal Counsel.<\/p>\n<\/p>\n<\/p>\n

10. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
\neach of which shall constitute an original.<\/p>\n<\/p>\n<\/p>\n

– 6 –<\/p>\n

\n

\n<\/p>\n

11. BINDING EFFECT; SUCCESSORS AND ASSIGNS. This Agreement shall be binding
\nupon and inure to the benefit of and be enforceable by the parties hereto and
\ntheir respective successors, assigns, including any direct or indirect successor
\nby purchase, merger, consolidation or otherwise to all or substantially all of
\nthe business and\/or assets of the Company, spouses, heirs, and personal and
\nlegal representative. The Company shall require and cause any successor (whether
\ndirect or indirect by purchase, merger, consolidation or otherwise) to all,
\nsubstantially all, or a substantial part, of the business and\/or assets of the
\nCompany, by written agreement, expressly to assume and agree to perform this
\nAgreement in the same manner and to the same extent that the Company would be
\nrequired to perform if no such succession had taken place. This Agreement shall
\ncontinue in effect with respect to Claims relating to Indemnifiable Events
\nregardless of whether Indemnitee continues to serve as a director or officer of
\nthe Company or any other enterprise at the Company’s request.<\/p>\n<\/p>\n<\/p>\n

12. ATTORNEY’S FEES. In the event that any action is instituted by Indemnitee
\nunder this Agreement or under any liability insurance policies maintained by the
\nCompany to enforce or interpret any of the terms hereof or thereof, Indemnitee
\nshall be entitled to be paid all reasonable expenses incurred by Indemnitee with
\nrespect to such action, regardless of whether Indemnitee is ultimately
\nsuccessful in such action, and shall be entitled to the advancement of Expenses
\nwith respect to such action, unless as a part of such action, a court of
\ncompetent jurisdiction over such action determines that each of the material
\nassertions made by Indemnitee as a basis for such action were not made in good
\nfaith or were frivolous. In the event of an action instituted by or in the name
\nof the Company under this Agreement to enforce or interpret any of the terms of
\nthis Agreement, Indemnitee shall be entitled to be paid all Expenses incurred by
\nIndemnitee in defense of such action (including costs and expenses incurred with
\nrespect to Indemnitee’s counterclaims and cross-claims made in such action), and
\nshall be entitled to the advancement of Expenses with respect to such action,
\nunless, as a part of such action, the court having jurisdiction over such action
\ndetermines that each of Indemnitee’s material defenses to such action were made
\nin bad faith or were frivolous.<\/p>\n<\/p>\n<\/p>\n

13. NOTICE. All notices and other communications required or permitted
\nhereunder shall be in writing, shall be effective when given and shall in any
\nevent be deemed to be given: (a) five (5) business days after deposit with the
\napplicable postal service, if delivered by first class mail, postage prepaid,
\n(b) upon delivery, if delivered by hand, (c) one business day after the business
\nday of deposit with overnight courier, freight prepaid, or (d) one day after the
\nbusiness day of delivery by facsimile transmission, if delivered by facsimile
\ntransmission, with copy by first class mail, postage prepaid, and shall be
\naddressed if to Indemnitee, at the Indemnitee’s address as set forth beneath
\nIndemnitee’s signature to this Agreement and if to the Company at the address of
\nits principal corporate offices or at such other address as such party may
\ndesignate by ten days’ advance written notice to the other party hereto.<\/p>\n<\/p>\n<\/p>\n

14. CONSENT TO JURISDICTION. The Company and Indemnitee each hereby
\nirrevocably consent to the jurisdiction of the courts of the State of Israel for
\nall purposes in connection with any action or proceeding which arises out of or
\nrelates to this Agreement and agree that any action instituted under this
\nAgreement shall be commenced, prosecuted and continued only in the competent
\nCourts of the Tel-Aviv District, which shall be the exclusive and only proper
\nforum for adjudicating such a claim.<\/p>\n<\/p>\n<\/p>\n

15. SEVERABILITY. The provisions of this Agreement shall be severable in the
\nevent that any of the provision hereof (including any provision within a single
\nsection, paragraph or sentence) are held by a court of competent jurisdiction to
\nbe invalid, void or otherwise unenforceable, and the remaining provisions shall
\nremain enforceable, to the fullest extent permitted by law. Furthermore, to the
\nfullest extent possible, the provisions of this Agreement (including, without
\nlimitations, each portion of this Agreement containing any provision held to be
\ninvalid, void or otherwise unenforceable that is not itself invalid, void or
\nunenforceable) shall be construed so as to give effect to the intent manifested
\nby the provision held invalid, illegal or unenforceable.<\/p>\n<\/p>\n<\/p>\n

16. CHOICE OF LAW. This Agreement shall be governed by and its provisions
\nconstrued and enforced in accordance with the laws of the State of Israel, as
\napplied to contracts between Israeli residents, entered into and to be performed
\nentirely within the State of Israel, without regard to the conflict of laws
\nprinciples thereof or of any other jurisdiction.<\/p>\n<\/p>\n<\/p>\n

– 7 –<\/p>\n

\n

\n<\/p>\n

17. SUBROGATION. In the event of payment under this Agreement, the Company
\nshall be subrogated to the extent of such payment to all of the rights of
\nrecovery of Indemnitee, who shall execute all documents required and shall do
\nall acts that may be necessary to secure such rights and to enable the Company
\neffectively to bring suit to enforce such rights.<\/p>\n<\/p>\n<\/p>\n

18. AMENDMENT AND TERMINATION. No amendment, modification, termination or
\ncancellation of this Agreement shall be effective unless it is in writing signed
\nby both the parties hereto. No waiver of any of the provisions of this Agreement
\nshall be deemed or shall constitute a waiver of any other provisions hereof
\n(whether or not similar) nor shall such waiver constitute a continuing waiver.\n<\/p>\n<\/p>\n<\/p>\n

19. INTEGRATION AND ENTIRE AGREEMENT. This Agreement sets forth the entire
\nunderstanding between the parties hereto and supersedes and merges all previous
\nwritten and oral negotiations, commitments, understandings and agreements
\nrelating to the subject matter hereof between the parties hereto.<\/p>\n<\/p>\n<\/p>\n

20. NO CONSTRUCTION AS EMPLOYMENT AGREEMENT. Nothing contained in this
\nAgreement shall be construed as giving Indemnitee any right to be retained in
\nthe employ or otherwise in the service of the Company or any of its
\nsubsidiaries.<\/p>\n<\/p>\n<\/p>\n

[Next Page is Signature Page]<\/p>\n

\n<\/p>\n

– 8 –<\/p>\n

\n

\n<\/p>\n

IN WITNESS WHEREOF, the parties hereto have executed this Indemnification
\nAgreement as of the date first above written.<\/p>\n<\/p>\n<\/p>\n

GIVEN IMAGING LTD.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Address:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2 Ha153Carmel St.<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

New Industrial Park<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

P.O. Box 258<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Yokneam, 20692<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Telecopier No.: 04-9592466<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

AGREED TO AND ACCEPTED AS OF<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

THE DATE FIRST WRITTEN ABOVE:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

[Name of Indemnitee]<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Address:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Fax No.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 9 –<\/p>\n

\n

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