Exhibit 10.22


 


INDEMNIFICATION AGREEMENT


 


This Indemnification
Agreement (the “Agreement”), is entered into as of                               ,
2000, by and among Vyyo Inc. (the “Company”), Arnon Kohavi, Michael Corwin and
Eran Pilovsky  (collectively, referred to
herein as the (“Company Selling Stockholders”). Capitalized terms used herein
but not otherwise defined shall have the meaning set forth in the Underwriting
Agreement (as defined below).


 


In consideration of the
mutual promises, representations, warranties and conditions set forth in this
Agreement and as contemplated to be set forth in that certain Underwriting
Agreement (the “Underwriting Agreement”), to be entered into by and among the
Company, the Company Selling Stockholders and certain other stockholders of the
Company and certain underwriters for the Company, on such date as the Company’s
Registration Statement on Form S-1 (No. 333-45132) (the “Registration
Statement”) has been declared effective by the Securities and Exchange
Commission, the parties hereto agree as follows:


 


1.     To the extent permitted by law, the Company will indemnify and
hold harmless each of the Company Selling Stockholders against any losses,
claims, damages, or liabilities (joint or several) to which they may become subject
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based on any inaccuracy in the representations and
warranties made on the part of the Company and each Company Selling Stockholder
pursuant to Section 1(A) of the Underwriting Agreement; and the
Company will reimburse each such person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided however, that the
indemnity agreement contained in this Section 1 shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability, or action if
such settlement is effected without the consent of the Company, which consent
shall not be unreasonably withheld; provided further, that the Company Selling
Stockholder had no actual knowledge of the inaccuracy in the representations or
warranties when made by the Company or the Company Selling Stockholder.


 


2.     To the extent permitted by law, the Company will indemnify and
hold harmless each of the Company Selling Stockholders against any losses,
claims, damages, or liabilities (joint or several) to which they may become
subject under the Securities Act, the Exchange Act or other federal or state
law, or pursuant to the terms of the Underwriting Agreement, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof),
including a request for indemnification by an underwriter, arise out of or are
based upon any of the following statements, omissions or violations
(collectively a “Violation”): (i) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, including
any preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto, (ii) the omission or alleged omission
to state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, or (iii) any violation or
alleged violation by the Company or the Registration Statement or any
preliminary prospectus of the Securities Act, the Exchange Act, any state
securities law, or any rule or regulation promulgated under the Securities
Act, the Exchange Act or any state securities law in connection with the public
offering to be conducted pursuant to the Registration Statement; and the
Company will reimburse each such person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided however, that the
indemnity agreement contained in this Section 2 shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company, which consent shall
not be unreasonably withheld, nor shall the Company be liable in any such case
for any such loss, claim, damage, liability, or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with the Registration by such person, or partner, officer, director, or
controlling person of such person; and provided further, that the Company
Selling Stockholder had no actual knowledge of the (i) untrue statement, (ii) omission,
or (iii) violation.


 


3.     Promptly after receipt by an indemnified party under Sections 1
or 2 of notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party under Sections 1 or 2, deliver to the
indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel, with the fees and expenses to be paid
by the indemnifying party, if representation of


 

















 


such indemnified party by
the counsel retained by the indemnifying party would be inappropriate due to
actual or potential differing interests between such indemnified party and any
other party represented by such counsel in such proceeding. The failure to
deliver written notice to the indemnifying party within a reasonable time of
the commencement of any such action, if materially prejudicial to its ability
to defend such action, shall relieve such indemnifying party of any liability
to the indemnified party under Section 1 or 2, as applicable, but the
omission so to deliver written notice to the indemnifying party will not
relieve it of any liability that it may have to any indemnified party otherwise
than under Sections 1 or 2.


 


4.     If the indemnification provided for in either Sections 1 or 2 is
held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any losses, claims, damages or liabilities referred to
herein, the indemnifying party, in lieu of indemnifying such indemnified party
thereunder, shall to the extent permitted by applicable law contribute to the
amount paid or payable by such indemnified party as a result of such loss,
claim, damage or liability in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand and of the indemnified
party on the other in connection with the violation that resulted in such loss,
claim, damage or liability, as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by a court of law by reference to, among
other things, with respect to Violations under Section 2 whether the
untrue or alleged untrue statement of a material fact or the omission to state
a material fact relates to information supplied by the indemnifying party or by
the indemnified party and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission;
provided, that in no event shall any contribution by each of the Company
Selling Stockholders hereunder exceed the net proceeds from the offering
received by such person.


 


5.     The obligations of the parties to this Agreement shall survive
completion of any offering of securities pursuant to the Registration
Statement. No indemnifying party, in the defense of any such claim or litigation,
shall, except with the consent of each indemnifying party, consent to entry of
any judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or
litigation.


 


This Agreement may be
executed in any number of counterparts, each of which shall be an original, but
all of which together shall constitute one and the same instrument.


 


In witness whereof, the
parties hereto have executed this Agreement as of the date set forth in the
first paragraph hereof:


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Arnon Cohavi

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Michael Corwin

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Eran Pilovsky

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Vyyo Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Title: