Incredimail 2013 Annual Report Download - page 170

provided however, that in the event the Company wishes to indemnify an Office Holder in advance for financial liabilities
under Article
79.2.1 it may only do so if the undertaking to indemnify the Office Holder for such liabilities was restricted to
those events that the Board may deem foreseeable in light of the Company's actual activities, at the time of giving of such
undertaking, and to a specific sum or a reasonable criterion under such circumstances as determined by the Board.
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79.2.
undertake, in advance to indemnify, or may indemnify retroactively, an Office Holder of the Company with respect to any of
the following liabilities or expenses that arise from an act performed by the Office Holder by virtue of being an Office
Holder of the Company:
79.2.1.
a financial liability imposed on an Office Holder in favor of another person by any judgment, including a
judgment given as a result of a settlement or an arbitrator
’
s award which has been confirmed by a court,
79.2.2.
reasonable litigation expenses including attorney's fees, incurred by him as a result of an investigation or
proceedings instituted against him by an authority empowered to conduct an investigation or proceedings,
which are concluded without the filing of an indictment against the Office Holder and without the levying of a
monetary obligation in lieu of criminal proceedings upon the Office Holder, or which are concluded without the
filing of an indictment against the Office Holder but with levying a monetary obligation in substitute of such
criminal proceedings upon the Office Holder for a crime that does not require proof of criminal intent; and
79.2.3.
reasonable litigation expenses, including attorney's fees, expended by an Office Holder or which were imposed
on an Office Holder by a court in proceedings filed against the Office Holder by the Company or in its name or
by any other person or in a criminal charge on which the Office Holder was acquitted or in a criminal charge on
which the Office Holder was convicted for an offense which did not require proof of criminal intent;
80.
Subject to the provisions of the Law, the Company hereby releases, in advance, its Office Holders from liability to the Company for
damage that arises from the breach of the Office Holder
’
s duty of care to the Company.
81. The provisions of Articles 79 and
80 are not intended, and shall not be interpreted, to restrict the Company in any manner in respect of
the procurement of insurance or in respect of indemnification (i) in connection with any person who is not an Office Holder, including,
without limitation, any employee, agent, consultant or contractor of the Company who is not an Office Holder, or (ii) in connection with
any Office Holder to the extent that such insurance and/or indemnification is not specifically prohibited under law; provided
that the
procurement of any such insurance or the provision of any such indemnification shall be approved by the Board . Any modification of
Articles 79 through 81 shall be prospective in effect and shall not affect the Company’
s obligation or ability to indemnify an Office
Holder for any act or omission occurring prior to such modification.