EXHIBIT 10.17
INDEMNIFICATION AGREEMENT
THIS AGREEMENT is entered into, effective as , by and between OSI Systems, Inc., a Delaware corporation
(the “Company”), and (“Indemnitee”).
A. WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons
available;
B. WHEREAS, Indemnitee is a director and/or officer of the Company;
C. WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims currently
being asserted against directors and officers of corporations;
D. WHEREAS, the Certificate of Incorporation and Bylaws of the Company require the Company to indemnify and
advance expenses to its directors and officers to the fullest extent permitted under Delaware law, and the Indemnitee has been
serving and continues to serve as a director and/or officer of the Company in part in reliance on the Company’s Certificate of
Incorporation and Bylaws; and
E. WHEREAS, in recognition of Indemnitee’s need for (i) substantial protection against personal liability based on
Indemnitee’s reliance on the aforesaid Certificate of Incorporation and Bylaws, (ii) specific contractual assurance that the
protection promised by the Certificate of Incorporation and Bylaws will be available to Indemnitee (regardless of, among other
things, any amendment to or revocation of the Certificate of Incorporation and Bylaws or any change in the composition of the
Company’s Board of Directors or acquisition transaction relating to the Company), and (iii) an inducement to provide effective
services to the Company as a director and/or officer, the Company wishes to provide in this Agreement for the indemnification
of and the advancing of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted under Delaware law
and as set forth in this Agreement, and, to the extent insurance is maintained, to provide for the continued coverage of
Indemnitee under