Exhibit 10.16
FORM OF DIRECTOR AND
OFFICER INDEMNITY AGREEMENT
This Indemnification Agreement (the "Agreement"), dated as of __________, between ViryaNet Ltd., an Israeli
company (the "Company"), and [insert name of Officer Holder], the [insert position of the Officer Holder] of the
Company (the "Indemnitee").
NOW, THEREFORE, in consideration of the foregoing premises and of Indemnitee continuing to serve the
Company directly or, at its request, with another enterprise, and intending to be legally bound hereby, the parties
hereto agree as follows:
1. CERTAIN DEFINITIONS
1.1. Change in Control: shall be deemed to have occurred if: (i) any "person" (as such term is used in Section 13
(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary
holding securities under an employee benefit plan
of
the Company or a corporation owned directly or indirectly by the shareholders of the Company in substantially
the same proportions as their ownership of shares of the Company, is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 20% or
more of the total voting power represented by the Company's then outstanding voting securities; or (ii) during any
period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors
of the Company and any new director whose election by the Board of Directors or nomination for election by the
Company's shareholders was approved by a vote of at least two- thirds (2/3) of the directors then still in office
who either were directors at the beginning of the period of whose election or nomination for election was
WHEREAS, Indemnitee is a director or officer of the Company;
WHEREAS, both the Company and Indemnitee recognize the increased risk of
litigation and other claims being asserted against directors and
officers of public companies;
WHEREAS,