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EXHIBIT 16
DSP COMMUNICATIONS, INC.
INDEMNIFICATION AGREEMENT
This Indemnification Agreement ("Agreement") is effective as of
___________, ______________, by and between DSP Communications, Inc., a Delaware
corporation (the "Company") and ____________________ ("Indemnitee").
WHEREAS, the Company and Indemnitee recognize the continued difficulty
in obtaining directors' and officers' liability insurance, 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 officers and directors
to expensive litigation risks at the same time as the availability and coverage
of liability insurance has been severely limited;
WHEREAS, Indemnitee does not regard the current protection available as
adequate under the present circumstances, and the Indemnitee and other officers,
directors and key personnel of the Company may not be willing to continue to
serve in such capacities without additional protection;
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 advancing of expenses to
Indemnitee to the maximum extent permitted by law; and
WHEREAS, in view of the considerations set forth above, the Company
desires that effective as of the date hereof, Indemnitee shall be indemnified by
the Company as set forth herein.
NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:
1. INDEMNIFICATION.
(a) THIRD PARTY PROCEEDINGS. The Company shall indemnify
Indemnitee to the fullest extent permitted by law if Indemnitee was or is or
becomes a party to or witness or other participant in, or is threatened to be
made a party to or witness or other participant in, any threatened, pending or
completed action, suit, arbitration or proceeding, whether civil, criminal,
administrative or investigative or other (other than an action or suit by or in
the right of the Company or any subsidiary of the Company) or any inquiry or
investigation that Indemnitee in good faith believes might lead to the
institution of any such action, suit, arbitration or proceeding, whether civil,
criminal, administrative, investigative or other, by reason of (or arising in
part out of) any event or occurrence related to the fact that
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Indemnitee (i) is or was a director, officer, employee, agent or fiduciary of
the Company or any subsidiary of the Company, (ii) is or was serving at the
request of the Company as a director, officer, employee, agent or fiduciary of
another corporation, partnership, joint venture, trust or other enterprise, or
(iii) by reason of any action or inaction on the part of Indemnitee while
serving in any such capacity, against any and all expenses (including reasonable
attorneys' fees and all other costs, expenses and obligations paid or incurred
in connection with investigating, defending, being a witness in or participating
in (including on appeal), or preparing to defend, be a witness in or participate
in, any such action, suit, arbitration, proceeding, inquiry or investigation,
judgment, fines, penalties and amounts paid in settlement (if such settlement is
approved in advance by the Company, which approval shall not be unreasonably
withheld), including all interest, assessments and other charges paid or payable
in connection therewith or in respect thereof (collectively, hereinafter
"Expenses"), in each case to the extent actually and reasonably incurred by
Indemnitee, if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe Indemnitee's conduct was unlawful. The termination
of any action, suit, arbitration or proceeding, inquiry or investigation by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, if itself, create a presumption that Indemnitee did
not act in good faith and in a manner which Indemnitee reasonably believed to be
in or not opposed to the best interests of the Company, or, with respect to any
criminal action or proceeding, that Indemnitee's had reasonable cause to believe
that Indemnitee's conduct was unlawful.
(b) PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company
shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee
was or is or becomes a party to or witness or other participant in, or is
threatened to be made a party to or witness or other participant in, any
threatened, pending or completed action or suit by or in the right of the
Company or any subsidiary of the Company to procure a judgment in its favor by
reason of any event or occurrence related to the fact that Indemnitee (i) is or
was a director, officer, employee, agent or fiduciary of the Company or any
subsidiary of the Company, (ii) is or was serving at the request of the Company
as a director, officer, employee, agent or fiduciary of another corporation,
partnership, joint venture, trust or other enterprise, or (iii) by reason of any
action or inaction on the part of Indemnitee while serving in any such capacity,
against any and all Expenses and, to the fullest extent permitted by law,
amounts paid in settlement of any such action or suit, in each case to the
extent actually and reasonably incurred by Indemnitee, if Indemnitee acted in
good faith and in a manner Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company, except that no indemnification
shall be made in respect of any claim, issue or matter as to which Indemnitee
shall have been adjudged to be liable to the Company unless and only to the
extent that the Court of Chancery
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of the State of Delaware or the court in which such action or suit is brought
shall determine upon application that, in view of all the circumstances of the
case, Indemnitee is fairly and reasonably entitled to indemnity for such
Expenses and then only to the extent that the Court of Chancery of the State of
Delaware or such other court shall determine.
(c) MANDATORY PAYMENT OF EXPENSES. Notwithstanding any other
provision of this Agreement, to the extent that Indemnitee has been successful
on the merits or otherwise, including, without limitation, the dismissal of an
action without prejudice, in defense of any action, suit, arbitration,
proceeding, inquiry or investigation referred to in Section (l)(a) or (b) hereof
or in the defense of any claim, issue or matter therein, Indemnitee shall be
indemnified against all Expenses incurred in connection therewith.
2. EXPENSES; INDEMNIFICATION PROCEDURE.
(a) ADVANCEMENT OF EXPENSES. The Company shall advance all
Expenses and, to the fullest extent permitted by law, amounts paid in settlement
of any action, suit, arbitration, proceeding, inquiry or investigation referred
to in Section (l)(a) or (b) hereof. Indemnitee hereby undertakes to repay such
amounts advanced only if, and to the extent that, it shall ultimately be
determined by a final judicial determination (as to which all rights of appeal
therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be
indemnified by the Company as authorized hereby. The advances to be made
hereunder shall be paid by the Company to Indemnitee within twenty (20) days
after receipt of the written request of the Indemnitee.
(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. 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). Notice shall be deemed received five (5) business days after the
date postmarked if sent by domestic certified or registered mail, properly
addressed; otherwise notice shall be deemed received when such notice shall
actually be received by the Company. 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) PROCEDURE. Any indemnification and advances provided for
in Section 1 and this Section 2 shall be made no later than thirty (30) and
twenty (20) days, respectively, after receipt of the written request of
Indemnitee. If a claim under this Agreement, under any statute, or under any
provision of the Company's Certificate of Incorporation or Bylaws providing for
indemnification, is not paid in
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full by the Company within thirty (30) days after a written request for payment
thereof has first been received by the Company, Indemnitee may, but need not, at
any time thereafter bring an action against the Company to recover the unpaid
amount of the claim and, subject to Section 14 of this Agreement, Indemnitee
shall also be entitled to be paid for the Expenses of bringing such action. It
shall be a defense to any such action (other than an action brought to enforce a
claim for Expenses incurred in connection with any action, suit, arbitration,
proceeding, inquiry or investigation in advance of its final disposition) that
Indemnitee has not met the standards of conduct or did not have such belief
which make it permissible under applicable law for the Company to indemnify
Indemnitee for the amount claimed, but the burden of proving such defense shall
be on the Company, and Indemnitee shall be entitled to receive interim payments
of Expenses pursuant to Section 2(a) unless and until such defense may be
determined by a final judicial determination (as to which all rights of appeal
therefrom have been exhausted or lapsed). It is the parties' intention that if
the Company contests Indemnitee's right to indemnification, the question of
Indemnitee's right to indemnification shall be for the court to decide, and
neither the failure of the Company (including its Board of Directors, any
committee or subgroup of the Board of Directors, independent legal counsel or
its stockholders) to have made a determination that indemnification of
Indemnitee is proper in the circumstances because Indemnitee has met any
applicable standard of conduct or had any particular belief, nor an actual
determination by the Company (including its Board of Directors, any committee or
subgroup of the Board of Directors, independent legal counsel or its
stockholders) that Indemnitee has not met such standard of conduct or did not
have such belief, shall create a presumption that Indemnitee has or has not met
the applicable standard of conduct or did not have any particular belief.
(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
officers' and directors' liability insurance in effect, the Company shall give
prompt notice of the commencement of the action, suit, arbitration, proceeding,
inquiry or investigation relating to the 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, arbitration, proceeding, inquiry or investigation in accordance with the
terms of such policies.
(e) SELECTION OF COUNSEL. In the event the Company shall be
obligated under Section 2(a) hereof to pay the Expenses of any action, suit,
arbitration, proceeding, inquiry or investigation against Indemnitee, the
Company, if appropriate, shall be entitled to assume the defense of such action,
suit, arbitration, proceeding, inquiry or investigation, with counsel approved
by Indemnitee, upon the delivery to Indemnitee of written notice of its election
so to do. After delivery of such notice, approval of such counsel by Indemnitee
and the retention of such
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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 action, suit, arbitration, proceeding, inquiry or
investigation; provided that, (i) Indemnitee shall have the right to employ
Indemnitee's counsel in any such action, suit, arbitration, proceeding, inquiry
or investigation 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 there may be a conflict of
interest between the Company and Indemnitee in the conduct of any such defense
or (C) the Company shall not continue to retain such counsel to defend such
action, suit, arbitration, proceeding, inquiry or investigation, then the fees
and Expenses of Indemnitee's counsel shall be at the expense of the Company.
3. ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY.
(a) SCOPE. The Company hereby agrees to indemnify the
Indemnitee to the fullest extent permitted by law, notwithstanding that such
indemnification is not specifically authorized by the other provisions of this
Agreement, the Company's Certificate of Incorporation, the Company's Bylaws or
by statute. In the event of any change after the date of this Agreement in any
applicable law, statute or rule which expands the right of a Delaware
corporation to indemnify a member of its board of directors or an officer,
employee, agent or fiduciary of the Company, or any subsidiary of the Company,
it is the intent of the parties hereto that Indemnitee shall enjoy by this
Agreement the greater benefits so afforded by such change. In the event of any
change in any applicable law, statute or rule which narrows the right of a
Delaware corporation to indemnify a member of its board of directors or an
officer, employee, agent or fiduciary of the Company, or any subsidiary of the
Company, 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.
(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 Certificate of Incorporation, its Bylaws, any agreement, any
vote of stockholders or disinterested directors, the General Corporation Law of
the State of Delaware, or otherwise, both as to action in Indemnitee's official
capacity and as to action in any other capacity while holding such office. The
indemnification provided under this Agreement shall continue as to Indemnitee
for any action taken or not taken while serving in an indemnified capacity even
though Indemnitee may have ceased to serve in such capacity at the time of any
such action, suit, arbitration,
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proceeding, inquiry or investigation or other covered proceeding.
4. NO DUPLICATION OF PAYMENTS. The Company shall not be liable under
this Agreement to make any payment in connection with any action, suit,
arbitration, proceeding, inquiry or investigation against Indemnitee to the
extent Indemnitee has otherwise actually received payment (under any insurance
policy, Bylaw or otherwise) of the amounts otherwise indemnifiable 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 the Expenses reasonably incurred by Indemnitee in the investigation,
defense, appeal or settlement of any civil or criminal action, arbitration, or
any other proceeding, but not, however, for all of the total amount thereof, the
Company shall nevertheless indemnify Indemnitee for the portion thereof to which
Indemnitee is entitled.
6. MUTUAL ACKNOWLEDGMENT. Both the Company and Indemnitee acknowledge
that in certain instances, Federal law or applicable public policy may prohibit
the Company from indemnifying its directors and officers under this Agreement or
otherwise. Indemnitee understands and acknowledges that the Company has
undertaken or may be required in the future to undertake with the Securities and
Exchange Commission to submit the question of indemnification to a court in
certain circumstances for a determination of the Company's right under public
policy to indemnify Indemnitee.
7. CONTRIBUTION. If the indemnification provided in this Agreement is
unavailable and may not be paid to Indemnitee for any reason other than
statutory limitations set forth in the Delaware General Corporation Law, then in
respect of any threatened, pending or completed action, suit, arbitration,
proceeding, inquiry or investigation in which the Company is jointly liable with
Indemnitee (or would be if joined in such action, suit, arbitration, proceeding,
inquiry or investigation), the Company shall contribute to the amount of
Expenses actually and reasonably incurred and paid or payable by Indemnitee in
such proportion as is appropriate to reflect (i) the relative benefits received
by the Company on the one hand and Indemnitee on the other hand from the
transaction from which such action, suit, arbitration, proceeding, inquiry or
investigation arose, and (ii) the relative fault of the Company on the one hand
and of Indemnitee on the other in connection with the events which resulted in
such Expenses, as well as any other relevant equitable considerations. The
relative fault of the Company on the one hand and of Indemnitee on the other
shall be determined by reference to, among other things, the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
the circumstances resulting in such Expenses. The Company agrees that it would
not be just and equitable if contribution pursuant to this Section 7 were
determined by pro rata allocation or any other method of allocation which does
not take account of the foregoing equitable considerations.
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8. OFFICERS' AND DIRECTORS' LIABILITY INSURANCE.
(a) INITIAL COVERAGE. The Company shall, from time to time,
make the good faith determination whether or not it is practicable for the
Company to obtain and maintain a policy or policies of insurance with reputable
insurance companies providing the officers and directors of the Company with
coverage for losses from wrongful acts, or to ensure the Company's performance
of its indemnification obligations under this Agreement. Among other
considerations, the Company will weigh the costs of obtaining such insurance
coverage against the protection afforded by such coverage. To the extent the
Company maintains officers' and directors' liability insurance, Indemnitee shall
be covered by such policies in such a manner as to provide Indemnitee the same
rights and benefits as are accorded to the most favorably insured of the
Company's directors, if Indemnitee is a director; or of the Company's officers,
if Indemnitee is not a director of the Company but is an officer; or of the
Company's key employees, if Indemnitee is not an officer or director but is a
key employee. Notwithstanding the foregoing, the Company shall have no
obligation to obtain or maintain such insurance if (a) the Company determines in
good faith that (i) such insurance is not reasonably available, (ii) the premium
costs for such insurance are disproportionate to the amount of coverage provided
or (iii) the coverage provided by such insurance is limited by exclusions so as
to provide an insufficient benefit, or (B) Indemnitee is covered by similar
insurance maintained by a subsidiary or parent of the Company.
(b) NOTICE UPON TERMINATION. In the event that the insurance
coverage provided in Section 8(a) is canceled or will not be renewed or replaced
by the Company because the Company has determined in good faith that such
insurance is not reasonably available, that the premium costs for such insurance
are disproportionate to the amount of coverage provided, that the coverage
provided by such insurance is limited by the exclusions so as to provide an
insufficient benefit, or otherwise, then the Company shall notify the Indemnitee
in writing within fifteen (15) days after the date that such insurance is
canceled or the date the decision not to renew or replace such insurance is
made.
(c) "TAIL" COVERAGE. In the event that the insurance coverage
provided in Section 8(a) is canceled or will not be renewed or replaced, the
Company will make the good faith determination whether or not it is practicable
for the Company to obtain and maintain a "tail" insurance policy or policies
with reputable insurance companies providing the officers and directors of the
Company with coverage for losses for wrongful acts, or to assure the Company's
performance of its indemnification obligations under this Agreement. Among other
considerations, the Company will weigh the costs of obtaining such insurance
coverage against the protection afforded by such coverage.
9. SEVERABILITY. Nothing in this Agreement is intended to require or
shall
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be construed as requiring the Company to do or fail to do any act in violation
of applicable law. The Company's inability, pursuant to court order, to perform
its obligations under this Agreement shall not constitute a breach of this
Agreement. The provisions of this Agreement shall be severable as provided in
this Section 9. If this Agreement or any portion hereof shall be invalidated on
any ground by any court of competent jurisdiction, then the Company shall
nevertheless indemnify Indemnitee to the full extent permitted by any applicable
portion of this Agreement that shall not have been invalidated, and the balance
of this Agreement not so invalidated shall be enforceable in accordance with its
terms.
10. EXCEPTIONS. Any other provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement:
(a) EXCLUDED ACTION OR OMISSIONS. To indemnify Indemnitee for
acts, omissions or transactions from which Indemnitee may not be relieved of
liability under applicable law; or
(b) CLAIMS INITIATED BY INDEMNITEE. To indemnify or advance
Expenses to Indemnitee with respect to proceedings or 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 statute or law, (ii) in
specific cases if the Board of Directors has approved the initiation or bringing
of such proceedings or claims or (iii) as otherwise required under Section 145
of the Delaware General Corporation Law; or
(c) LACK OF GOOD FAITH. To indemnify Indemnitee for any
Expenses incurred by the Indemnitee with respect to any proceeding instituted by
Indemnitee to enforce or interpret this Agreement, if a court of competent
jurisdiction determines that each of the material assertions made by the
Indemnitee in such proceeding was not made in good faith or was frivolous; or
(d) 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, or any similar successor statute.
11. 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, officers, employees,
agents or fiduciaries, so that if Indemnitee is or was a director, officer,
employee, agent or fiduciary of such
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constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee, agent or fiduciary of another
corporation, partnership, joint venture, 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; references to "fines" shall
include any excise taxes assessed on Indemnitee with respect to an employee
benefit plan; and references to "serving at the request of the Company" shall
include any service as a director, officer, employee, agent or fiduciary of the
Company which imposes duties on, or involves services by, such director,
officer, employee, agent or fiduciary with respect to 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 a manner "not opposed to the best interests of the
Company," as referred to in this Agreement.
12. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original.
13. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors
(including any direct or indirect successor of the Company by purchase, merger,
consolidation or otherwise to all or substantially all the business and/or
assets of the Company), assigns, estates, spouses, heirs, executors and personal
and legal representatives.
14. EXPENSES AND ATTORNEYS' FEES. In the event that any action is
instituted by Indemnitee under this Agreement, or under any directors' and
officers' liability insurance policy maintained by the Company, to enforce or
interpret any of the terms hereof or thereof, Indemnitee shall be entitled to be
paid all court costs and Expenses incurred by Indemnitee with respect to such
action and shall be entitled to the advancement of such costs and Expenses with
respect to such action, regardless of whether Indemnitee is ultimately
successful in such action, unless as a part of such action the court having
jurisdiction over such action determines that each of the material assertions
made by Indemnitee as a basis for such action was not made in good faith or was
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 court costs and Expenses, including
attorneys' fees, incurred by Indemnitee in defense of such action (including
reasonable 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 such costs and Expenses with respect to
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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.
15. NOTICE. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed duly given (i) if
delivered by hand and receipted for by the party addressee, on the date of such
receipt or (ii) if mailed by domestic certified or registered mail with postage
prepaid, on the fifth business day after the date postmarked. Addresses for
notice to either party are as shown on the signature page of this Agreement, or
as subsequently modified by written notice.
16. CONSENT TO JURISDICTION. The Company and Indemnitee each hereby
irrevocably consent to the jurisdiction of the courts of the State of Delaware
for all purposes in connection with any action, suit, arbitration, proceeding,
inquiry or investigation which arises out of or relates to this Agreement and
agree that any action, suit, arbitration, proceeding, inquiry or investigation
instituted under this Agreement shall be commenced, prosecuted and continued
only in the Court of Chancery of the State of Delaware in and for New Castle
County, which shall be the exclusive and only proper forum for adjudicating such
a claim.
17. CHOICE OF LAW. This Agreement shall be governed by and its
provisions construed and enforced in accordance with the laws of the State of
Delaware, as applied to contracts between Delaware residents, entered into and
to be performed entirely within the State of Delaware, without regard to the
conflict of laws principles thereof.
18. 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.
19. CONTINUATION OF INDEMNIFICATION. All agreements and obligations of
the Company contained herein shall continue during the period that Indemnitee is
a director, officer or agent of the Company and shall continue thereafter so
long as Indemnitee shall be subject to any possible claim or threatened, pending
or completed action, suit or proceeding, whether civil, criminal, arbitrational,
administrative or investigative, by reason of the fact that Indemnitee was
serving in the capacity referred to herein.
20. AMENDMENT AND TERMINATION. Subject to Section 19, no amendment,
modification, termination or cancellation of this Agreement shall be effective
unless
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it is in writing signed by both the parties hereto.
21. WAIVER. No failure or delay on the part of the Company or
Indemnitee in exercising any power or right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power.
22. HEADINGS. Section headings used herein are for convenience of
reference only, are not part of this Agreement and are not to affect the
construction of, or to be taken into consideration in interpreting, this
Agreement.
23. INTEGRATION AND ENTIRE AGREEMENT; NO IMPLIED RIGHT OF EMPLOYMENT.
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. Nothing contained in this Agreement is intended to
create in Indemnitee any right to continued employment.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
DSP COMMUNICATIONS, INC.
By:
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President and
Chief Executive officer
AGREED TO AND ACCEPTED:
INDEMNITEE:
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(Signature)
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(Name of Indemnitee)
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(Address)
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