printmgr file

CHECK POINT SOFTWARE
FORM 20-F DFN ON-BOA
ˆ200FDMqk04fPBMKhIŠ
200FDMqk04fPBMKh
RR Donnelley ProFile wcrdoc1
10.10.12 WCRpf_rend 26-Mar-2012 17:28 EST
229899 TX 72 2*
PAL
09-Apr-2012 13:21 EST CURR
PS PMT 1C
Under the Israeli Companies Law, a shareholder has a duty to act in good faith toward the company and
other shareholders and refrain from abusing his or her power in the company, including, among other things,
voting in the general meeting of shareholders on the following matters:
• Any amendment to the articles of association,
• An increase of the company’s authorized share capital,
• A merger, or
• Approval of interested party transactions that require shareholder approval.
In addition, any controlling shareholder, any shareholder who can determine the outcome of a shareholder
vote, and any shareholder who under the company’s articles of association can appoint or prevent the
appointment of an office holder, is under a duty to act with fairness towards the company. The Israeli Companies
Law provides that a breach of the duty of fairness will be governed by the laws governing breach of contract. The
Israeli Companies Law does not describe the substance of this duty.
Indemnification and insurance of directors and officers; limitations on liability
Our articles of association allow us to indemnify, exculpate and insure our office holders to the fullest extent
permitted under the Israeli Companies Law, provided that procuring this insurance or providing this
indemnification or exculpation is approved by the audit committee and the board of directors, as well as by the
shareholders if the office holder is a director.
Under the Israeli Companies Law, we may indemnify an office holder for any of the following liabilities or
expenses that they may incur due to an act performed or failure to act in his or her capacity as our office holder:
• Monetary liability imposed on the office holder in favor of a third party in a judgment, including a
settlement or an arbitral award confirmed by a court.
• Reasonable legal costs, including attorneys’ fees, expended by an office holder as a result of an
investigation or proceeding instituted against the office holder by a competent authority, provided that
such investigation or proceeding concludes without the filing of an indictment against the office holder,
and either:
• No financial liability was imposed on the office holder in lieu of criminal proceedings, or
• Financial liability was imposed on the office holder in lieu of criminal proceedings, but the
alleged criminal offense does not require proof of criminal intent.
• Reasonable legal costs, including attorneys’ fees, expended by the office holder or for which the office
holder is charged by a court:
• In an action brought against the office holder by us, on our behalf or on behalf of a third party,
• In a criminal action in which the office holder is found innocent, or
• In a criminal action in which the office holder is convicted, but in which proof of criminal intent is
not required.
A company may indemnify an office holder in respect of these liabilities either in advance of an event or
following an event. If a company undertakes to indemnify an office holder in advance of an event, the
indemnification, other than litigation expenses, must be limited to foreseeable events in light of the company’s
actual activities when the company undertook such indemnification, and reasonable amounts or standards, as
determined by the board of directors.
A company may obtain insurance for an office holder against liabilities incurred in his or her capacity as an
office holder. These liabilities include a breach of duty of care to the company or a third party including a breach
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