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Exhibit 10.10
[CAMTEK LETTERHEAD]
To:
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LETTER OF INDEMNIFICATION
1. UNDERTAKING OF INDEMNIFICATION - GENERAL
1.1 We hereby inform you that Audit Committee, the Board of
Directors, and the General Meeting of the Company resolved, on
March 9, 2000, to grant an undertaking of indemnification to
the office holders of the Company.
1.2 In your capacity as an Office Holder of the Company and in
accordance with aforementioned resolutions, the Company
undertakes to indemnify you with respect to any liability or
expense impose d upon you as a result of an Action taken by
you in your capacity as an Office Holder in the Company, in
accordance with and subject to the provisions set forth below.
1.3 Terms not defined in this Letter of Indemnification shall have
the meanings assigned to them in the Companies Law, 5759-1999
(hereinafter: the "COMPANIES LAW").
1.4 This Letter of Indemnification and the undertakings of the
Company hereunder are subject to the provisions of the
Companies Law regarding the indemnification of Office Holders.
2. THE SUBSTANCE OF THE INDEMNIFICATION
2.1 The Company shall indemnify you with respect to a liability or
expense imposed upon you as a result of an Action, including
an omission, made or taken by you in your capacity as an
Office Holder in the Company, including such an Action or
omission in a subsidiary or affiliated company of the Company,
as follows:
(a) A financial liability imposed upon you in favor of
another person in a judgement, including a judgement
given by way of compromise, or an arbitration award
approved by the court;
(b) Reasonable litigation expenses, including legal fees,
incurred by you or imposed upon you by a court, in a
claim filed against you by the Company or on the
Company's behalf, or by another person, or in
connection with a criminal charge of which you have
been acquitted, or a criminal charge which does not
require proof of MENS REA.
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2.2 Notwithstanding the aforesaid, you will not be indemnified
with respect to:
(a) a breach of fiduciary duty, except where you have
acted in good faith and with reasonable grounds to
assume that your Actions would not adversely affect
the Company;
(b) a breach of the duty of care committed intentionally
or recklessly;
(c) an Action taken with the intention of making an
unlawful profit; or
(d) any fine or administrative pecuniary punishment
imposed upon you.
3. THE AMOUNT OF INDEMNIFICATION
3.1 The amount of indemnification shall be up to US $25,000,000
(twenty-five million US dollars)(hereinafter: the "MAXIMUM
INDEMNIFICATION AMOUNT").
3.2 To remove any doubt, it is hereby clarified that the Maximum
Indemnification Amount is the maximum amount of
indemnification for all of the Office Holders of the Company
together, whether with respect to the same cause or a number
of causes, and such amount will be allocated amongst them in
accordance with the chronological order in which the suits
and/or claims, with respect to which indemnification is to be
granted, where filed, up to said Maximum Indemnification
Amount.
3.3 The indemnification amount actually paid sill be limited to
those amounts not covered by the Company's directors and
officers insurance policy, and/or not actually paid, and you
will not be entitled to payment from the Company for damages
with respect to which you have already received payment from
an insurer and/or the Company and/or any other.
3.4 Subject to the aforesaid, the indemnification will be provided
in each individual case for all amounts incurred by you with
respect to events to which the indemnification applies.
4. CATEGORIES OF EVENTS TO WHICH THE INDEMNIFICATION APPLIES
The indemnification shall apply to such liabilities as aforesaid,
arising from one or more of the following events:
4.1 an offer and/or issuance of securities of the Company to the
public and/or to certain persons, under a prospectus or in a
private placement, including the planned offering and the
prospectus to be published in Nasdaq, and the content of
documents for the performance thereof;
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4.2 actions and/or reports arising from the Company's status as a
"public company" whose shares have been offered to the public
and area traded on Nasdaq in the United States, or in any
other exchange;
4.3 resolutions and/or actions regarding the management of the
Company's business;
4.4 resolutions and/or actions regarding the environment;
4.5 resolutions and/or actions regarding patents, models,
trademarks or other intellectual property, and/or infringement
thereupon;
4.6 resolutions and/or actions regarding investments in the
Company and/or the acquisition of assets, including the
acquisition of companies and/or businesses and/or the
investment of funds in tradeable securities and/or in any
other manner;
4.7 resolutions and/or actions concerning labor relations;
4.8 resolutions and/or actions regarding agreements of the Company
with others, including for example: customers, suppliers,
contractors, etc.;
4.9 resolutions and/or actions concerning subsidiaries and/or
affiliated companies, including resolutions and/or actions as
Office Holders in such subsidiaries and/or affiliated
companies;
4.10 a pecuniary liability to a third party due to the distribution
of a dividend;
4.11 resolutions and/or actions concerning the provisions of an
opinion with respect to a tender offer, or any other action
concerning and/or related to a tender offer;
4.12 resolutions and/or actions concerning a merger; and
4.13 resolutions and/or actions concerning the approval of
transactions with Office Holders and/or controlling persons.
MISCELLANEOUS
5. In the event that a legal proceeding is commenced against you, or there
exists a threat or concern that such a proceeding shall be commenced,
the Company will make available to you, in advance and on account, such
amounts as shall be estimated by the Company to cover those reasonable
legal expenses, including attorneys' fees, to which you are entitled,
unless the Company shall take upon itself to manage the proceedings as
provided hereinbelow.
6. In any event in which you are entitled to indemnification, such
indemnification shall be subject to the following conditions:
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6.1 You shall inform the Company of any legal proceedings
commenced against you and of any threat or concern that such
proceedings are about to be commenced against you, as soon as
you have first become aware of such commencement, threat or
concern; and you shall provide the Company or to whomever the
Company shall indicate, without delay, any document delivered
to you and any information brought to your attention in
connection with such proceedings.
Furthermore, you must keep the Company informed at all times
with respect to events which raise concerns that they will
cause legal proceedings to be commenced against you.
6.2 The Company shall be entitled to take upon itself the handling
of said legal proceeding and/or to place the handling in the
hands of any attorney selected by the Company for such
purpose, other than an attorney to whom you shall object on
reasonable grounds, in which case another attorney shall be
selected by the Company. The Company and or the attorney
selected by its as aforesaid shall be entitled to act
exclusively and to bring the proceedings to a close, as they
see fit.
At the request of the Company, you shall sign any document
empowering the Company and/or said attorney to handle on your
behalf the defense in such proceedings and to represent you in
all related matters, as aforesaid.
To remove any doubt, it is clarified that the Company and/or
said attorney shall not be entitled, in the framework of a
criminal proceeding, to plead guilty on your behalf or to
agree to any plea bargain, without your consent. Furthermore,
neither the Company nor said attorney shall be entitled, in
the framework of a civil proceeding, to admit on you behalf
(whether in court or in the framework of a settlement), the
existance of any of the events for which you are not entitled
to indemnification under this Indemnification Letter or under
law, without your consent. However, nothing in the aforesaid
shall be construed to prevent the Company, or said attorney
with the approval of the Company, from reaching a monetary
settlement with a plaintiff in a civil suit without your
consent, provided only that such settlement shall not involve
any admission of the existence of any of the events for which
you are not entitled to indemnification under this
Indemnification Letter or under law.
6.3 You will fully cooperate with the Company and/or with any
attorney as aforesaid, in every reasonable way as requested of
you by either of them, in the framework of their handling of
said legal proceedings, provided however that the Company
shall cover all expenses that shall arise from such
cooperation, so that you shall not be required to pay or to
finance such expenses yourself.
6.4 The Company shall not be required to indemnify you as
aforesaid for any amount paid by you in accordance with the
terms of a settlement reached in a lawsuit, claim, or any
other proceeding, if it has not given its prior written
consent to the settlement.
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6.5 You shall neither admit to nor accept liability for an Action
with respect to which you are entitled to indemnification
under this Indemnification Letter, without the prior written
consent of the Company.
7. In the event that any action, resolution, approval, or any other or
further procedure shall be required in order to give force and/or
effect to any of the above undertakings, the Company shall undertakes
to cause same to be taken, adopted, given and/or made, as applicable,
such that all its above undertakings shall have full force and effect.
8. Your rights under this Letter of Indemnification may not be assigned or
transferred. Notwithstanding the above, the indemnification under this
Letter shall inure also to the benefit of your estate
9. This Letter of Indemnification shall be governed by the laws of the
State of Israel. The competent courts of the State of Israel shall have
exclusive jurisdiction, and no forum outside of Israel shall have any
jurisdiction, over all matters in connection with this Letter of
Indemnification, including its validity, construction, extent or
cancellation.
Sincerely,
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Camtek Ltd.
