Unassociated Document


    Exhibit
      4.(c)7

    


    Form
      of Letter of Indemnification 

    provided
      to the Registrant’s senior officers,

    as
      amended March 2007.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    [ECI
      LETTERHEAD]

     

    Date:
      ___________

    To:

    


    


    


    


    Dear
      _______________:

    


    Letter
      of Indemnification 

    


    ECI
      Telecom Ltd. (“ECI”)
      hereby
      undertakes to indemnify you, as an officer of ECI, to the fullest extent
      permitted by law, in respect of obligations and costs specified below that
      may
      be imposed on or incurred by you in connection with and in the scope of your
      acts and omissions as an officer of ECI (including activities in which you
      participated prior to the date of this indemnification letter), as
      follows:

     

    (i) a
      financial obligation imposed on you in favor of another person by a court
      judgment, including a settlement or an arbitrator’s award which has been
      confirmed by a court;

     

    (ii)reasonable
      litigation expenses, including attorney’s fees, incurred by you as a result of
      an investigation or proceeding instituted against you by a competent authority,
      provided that such investigation or proceeding concluded without the filing
      of
      an indictment against you and either (A) concluded without the imposition
      of any financial liability in lieu of criminal proceedings or (B) concluded
      with the imposition of a financial liability in lieu of criminal proceedings
      but
      relates to a criminal offense that does not require proof of criminal intent;
      and

     

    (iii) reasonable
      litigation expenses, including attorneys’ fees, incurred by you or which were
      imposed on you by a court, in proceedings instituted against you by ECI or
      on
      its behalf or by any other person, or in a criminal charge of which you were
      acquitted, or in a criminal proceeding in which you were convicted of a criminal
      offense that does not require proof of criminal intent.

     

    The
      above
      indemnification will also apply to any action taken by you in your capacity
      as a
      director and/or officer of any other company controlled, directly or indirectly,
      by ECI, or in your capacity as a director (or observer at meetings of the board
      of directors) of a company not controlled by ECI but where your appointment
      as a
      director (or observer) results from ECI’s holdings in such company.

     

    Indemnification
      according to this letter will be subject to applicable law and to the following
      terms and conditions:

     

    1. You
      shall
      notify ECI within a reasonable time of your learning of any legal proceedings
      instigated or initiated against you in connection with any event that may give
      rise to indemnification and that you provide ECI, or anyone specified by ECI,
      with all documents related to the proceeding in question. 

     

    2.
      Other
      than with regard to proceedings that have been initiated against you by ECI
      or
      in its name:

     

    2.1 ECI
      reserves the right to represent you in the proceedings or to appoint any legal
      counsel of its choice for this purpose (unless its choice of legal counsel
      is
      unacceptable to you for reasonable reasons). ECI or such legal counsel will
      take
      all necessary steps to bring the matter to a close and will keep you informed
      of
      key steps in the process. The appointed counsel will be bound by a fiduciary
      duty to you and to ECI. If a conflict of interests should arise between the
      appointed counsel and yourself, counsel will inform ECI and you will be entitled
      to appoint a different counsel reasonably acceptable to ECI and the terms of
      this indemnification letter shall apply to the new appointment. 

     

    
      
        
        

      

      
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    2.2 If,
      in
      accordance with this Section 2, ECI has taken upon itself the conduct of your
      defense, then ECI’s obligation to advance or reimburse you for your legal fees
      and expenses that you may incur in connection with your defense shall be only
      pursuant to Section 2.1 or to the extent that it has expressly agreed to do
      so
      in writing subsequent to this letter of indemnification.

     

    2.3 ECI
      will
      have no liability or obligation pursuant to this indemnification letter to
      indemnify you for any amount expended by you pursuant to any compromise or
      settlement agreement reached in any suit, demand or other proceeding as
      aforesaid without ECI’s written consent to such compromise or settlement.


     

    2.4 In
      the
      event of criminal proceedings, ECI and legal counsel will not have the right
      to
      plead guilty in your name or to agree to a plea-bargain in your name without
      your consent. In a civil proceeding (whether before a court or an arbitrator
      or
      as a part of a settlement or a compromise arrangement), ECI and legal counsel
      will not have the right to admit to any occurrences that are not indemnifiable
      pursuant to this letter and/or pursuant to law, without your consent. However,
      the aforesaid will not prevent ECI, and legal counsel with the approval of
      ECI,
      to come to a financial arrangement with a plaintiff in a civil proceeding
      without your consent provided that such arrangement will not be an admittance
      of
      an occurrence not indemnifiable pursuant to this letter and/or pursuant to
      law.
      In addition, if ECI should decide to settle by arbitration or a settlement
      or
      any other compromise arrangement, it shall be allowed to do so as long as the
      proceedings against you are terminated first or in parallel. 

     

    2.5 If
      ECI so
      requests, you will sign any document that will empower it or any appointed
      counsel to represent you and defend you in any proceeding as stated above.
      You
      will cooperate, as reasonably requested, with ECI and any appointed legal
      counsel and ECI shall cover all related expenses so that you will not have
      to
      make any payments or incur any expenses yourself.

     

    3.
      ECI
      will
      not be required to pay any amounts under this letter of indemnification that
      were, in fact, already paid to you or on your behalf through or in connection
      with insurance or any other indemnification obligations undertaken to you by
      anyone in ECI. ECI will be entitled to any and all amounts collected from a
      third party in connection with liabilities indemnified hereunder.

     

    4.
      Upon
      your
      request for payment in connection with any indemnifiable event pursuant to
      this
      indemnification letter, ECI shall complete all the necessary arrangements
      required by the law for payment and shall use its best efforts to obtain the
      necessary authorizations, if required. If any authorization should be required
      for payment, and such payment is not so authorized for any reason, such payment
      or the relevant part thereof will be subject to the approval of the court (if
      relevant) and ECI shall use its best efforts to obtain such authorization.
      

     

    5.
      ECI
      shall
      advance you any costs or expenses described herein, provided that if it shall
      be
      determined that you were not entitled to such amounts, you shall promptly repay
      such amounts in accordance with the payment plan and schedule determined by
      ECI
      in writing. You shall qualify for advances solely upon the execution and
      delivery to ECI of an undertaking providing that you undertake to promptly
      repay
      the advance to the extent that it is ultimately determined by a court of
      competent jurisdiction, in a final and non-appealable order that you are not
      entitled to be indemnified by ECI.

     

    6.
      You
      shall
      continue to remain entitled to indemnification by ECI as provided in this letter
      of indemnification after you are no longer a director of ECI, provided that
      the
      events that give rise to the payments, costs and expenses for which
      indemnification is being sought occurred while you were a director.

     

    
      
        
        

      

      
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    7.
      ECI
      will
      not indemnify you for any amounts you may be obligated to pay in respect of
      the
      following matters:

     

    7.1 A
      breach
      of your duty of loyalty to ECI, unless you acted in good faith and had
      reasonable cause to assume that the action would not prejudice the interests
      of
      ECI.

    


    7.2 A
      breach
      of the duty of care made intentionally or with recklessness (“pzizut”),
      as
      established by the judicial authority that ruled in the relevant proceeding.
      

    


    7.3 An
      intentional act intended to unlawfully yield a personal profit, as established
      by the judicial authority that ruled in the relevant proceeding.

    


    7.4 A
      fine or
      a penalty imposed on you.

    


    7.5 A
      counterclaim made by ECI or in its name in connection with a claim against
      ECI
      filed by you. 

     

    8.
      The
      indemnification set forth in clause (i) of the introductory paragraph of
      this letter of indemnification shall include all the financial obligations
      relating to each of the following matters. ECI’s board of directors has
      determined that the following matters are foreseeable in light of ECI’s
      actual operations:
      

     

    8.1
      Any
      offering by ECI of securities in ECI, and/or any sale of securities in ECI
      by a
      shareholder, to private investors and/or to the public and listing of such
      securities, and/or the offer by ECI to purchase securities from the public
      and/or from private investors or other holders, and any undertakings,
      representations, warranties and other obligations related to any such offering
      or sale and ECI’s status as a public company or as an issuer of securities.


     

    8.2
      Occurrences
      resulting from ECI’s
      status, obligations and/or actions as a public company, and/or the fact that
      ECI’s securities were issued to the public or to private investors and/or are
      traded on a stock exchange (including Nasdaq Stock Market), whether in Israel
      or
      abroad,
      including without derogating from the generality of the foregoing, fraudulent
      disclosure claims, failure to comply with securities law disclosure rules and
      other claims relating to relationships with investors and the investment
      community.

     

    8.3
      Occurrences
      in connection with ECI’s
      business operations and activities including, without limitation, the purchase,
      distribution, marketing and sale of ECI’s equipment and/or products and/or any
      marketing plans and/or publications.

     

    8.4
      Actions
      in connection with ECI’s undertakings, activities and communications with the
      authorities with respect to its business operations and activities including,
      without limitation, the purchase, distribution, marketing and sale of ECI’s
      equipment and/or products and/or any marketing plans and/or publications.


     

    8.5
      Actions
      in connection with investments made by ECI and/or its subsidiaries and/or its
      affiliates in other entities whether before and/or after the investment is
      made,
      entering into the transaction, the execution, development and monitoring
      thereof, including actions taken or alleged omissions by you in the name of
      ECI
      and/or any subsidiary thereof and/or any affiliate thereof as a director,
      officer, employee and/or a board observer of the entity which is the subject
      of
      the transaction and the like.

     

    8.6
      The
      merger, acquisition or other business combination or any such proposed
      transaction of ECI, any subsidiary thereof and/or any affiliate thereof with
      or
      into another entity and/or the sale or proposed sale of the operations and/or
      business, or part thereof, of ECI, any of its subsidiaries and/or any of its
      affiliates.

     

    
      
        
        

      

      
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    8.7
      Actions
      in connection with labor relations and/or employment matters in ECI, its
      subsidiaries and/or its affiliates and trade relations of ECI, its subsidiaries
      and/or its affiliates, including with employees, independent contractors,
      customers, suppliers and various service providers.

     

    8.8Actions
      in connection with the testing of equipment and/or products developed and/or
      marketed by ECI, its subsidiaries and/or its affiliates and/or in connection
      with the distribution, sale, license or use of such equipment and/or
      products,
      including product liability claims.

     

    8.9
      Actions
      in connection with the intellectual property of ECI, its subsidiaries and/or
      its
      affiliates, and its protection, including the registration or assertion of
      rights to intellectual property and the defense of claims related to
      intellectual property. 

     

    8.10
      Actions
      taken (or alleged omissions) pursuant to or in accordance with the policies
      and
      procedures of ECI, its subsidiaries and/or its affiliates, whether such policies
      and procedures are published or not.

     

    8.11
      The
      borrowing or other receipt of funds and any other financing transaction or
      arrangement, or any such proposed transaction, agreement or
      arrangement.

     

    8.12
      Occurrences
      in connection with the sale, purchase and holding of negotiable securities
      or
      other investments for or in the name of ECI, and/or a subsidiary and/or an
      affiliate.

     

    8.13
      The
      exposure to market risks (including, without limitation, movements in
      currency-exchange rates and interest rates) and the management
      thereof.

     

    8.14
      Class
      actions, derivative actions or any other legal proceedings against you and/or
      ECI and/or any of its subsidiaries or affiliates, in connection with your role
      and/or activities in ECI or on its behalf.

     

    8.15
      Anti-competitive
      acts and acts of commercial wrongdoing.

     

    8.16
      Acts
      in
      regard of invasion of privacy including, without limitation, with respect to
      databases and acts of slander.

     

    8.17
      Violations
      of laws requiring the Company to obtain regulatory and governmental licenses,
      permits and authorizations in any jurisdiction.

     

    8.18
      Any
      other
      actions which can be anticipated for companies of the type of ECI, and which
      the
      Board of Directors may deem appropriate.

     

    9. Although
      ECI cannot accurately predict the maximum exposure with respect to any of the
      matters enumerated in Section 8 above, ECI believes that an amount of US$
30,000,000
      (thirty million United States dollars) per
      subject (under this letter of indemnification together with any prior and future
      indemnification letter, if granted to you), is a reasonable maximum for the
      indemnification obligations set
      forth
      in clause (i) of the introductory paragraph of this letter of
      indemnification; however, the total amount of Iindemnification
      obligations set forth in clause (i) of the introductory paragraph of this
      letter of indemnification that ECI undertakes towards all persons whom it has
      resolved to indemnify for all the above matters in
      the
      circumstances described therein, jointly and in the aggregate, shall not exceed
      a maximum amount equal to US$225,000,000
      (two
      hundred and twenty five million United States dollars).
      However, in the event you would have been entitled to additional indemnification
      but for this maximum, ECI will consider in good faith increasing this maximum
      and/or indemnifying you retroactively for financial obligations in excess of
      this maximum, on a case-by-case basis, subject to applicable law.

     

    10. For
      the
      avoidance of doubt, it is hereby clarified that nothing contained in this letter
      derogates from ECI’s right to indemnify you post
      factum,
      subject
      to applicable law, for any amounts which you may be obligated to pay (including
      financial obligations imposed on you following class actions proceedings, if
      applicable) without the limitations set forth above.

     

    
      
        
        

      

      
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    11. If
      any
      undertaking included in this indemnification letter is held invalid or
      unenforceable, such invalidity or unenforceability will not affect any of the
      other undertakings which will remain in full force and effect. Furthermore,
      if
      such invalid or unenforceable undertaking may be modified or amended so as
      to be
      valid and enforceable as a matter of law, such undertakings will be deemed
      to
      have been modified or amended, and any competent court or arbitrator are hereby
      authorized to modify or amend such undertaking, so as to be valid and
      enforceable to the maximum extent permitted by law. 

     

    12. This
      letter of indemnification and all issues related thereto shall be governed
      by
      the laws of Israel, without giving effect to any conflicts of law principles.
      The courts in Tel Aviv, Israel shall have the exclusive local and international
      jurisdiction in connection with all matters that arise regarding this letter
      of
      indemnification.

     

    
       

      
        
          	 	 	Very truly yours,
	 	 	 
	 	 	ECI
                  Telecom Ltd.
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	 
	 	
                  
Name                Position


        

         

      

    

    I
      accept
      the terms and conditions of the above letter of indemnification.

     

    
      
        
          
            
              	 	 	 	 
	
                      
                        Officer

                      

                    	
                       

                    	
                      Date

                    	 


            

             

          

        

      

    

    
      
        
        

      

      
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