ISRAEL | N/A |
(State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification Number) |
P.O. Box 690
Ra’anana, 4310602
Israel
221 River Street, 10th-11th Floors
Goldfarb Seligman & Co.
98 Yigal Alon Street
Tel Aviv 6789141 Israel
+972-3-608-9999
Large accelerated filer
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☒ |
Accelerated filer
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☐ |
Non-accelerated filer
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☐ |
Smaller reporting company
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☐ |
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a violation of his duty of care to us or to another person;
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a breach of his duty of loyalty to us, provided that the office holder acted in good faith and had reasonable grounds to assume that his act would not prejudice our interests;
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a financial obligation imposed upon him for the benefit of another person;
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a payment which the office holder is obligated to make to an injured party as set forth in Section 52(54)(a)(1)(a) of the Israeli Securities Law, 5728-1968, as amended (the "Securities Law") and Litigation Expenses that the office holder
incurred in connection with a proceeding under Chapters H'3, H'4 or I'1 of the Securities Law; and
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any other event, occurrence or circumstance in respect of which we may lawfully insure an office holder.
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a monetary liability imposed on or incurred by an office holder pursuant to a judgment in favor of another person, including a judgment imposed on such office holder in a settlement or in an arbitration decision that was approved by a
court of law;
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reasonable Litigation Expenses, expended by the office holder as a result of an investigation or proceeding instituted against him by a competent authority, provided that such investigation or proceeding concluded without the filing of
an indictment against him 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 (mens rea) or in connection with a financial sanction;
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“conclusion of a proceeding without filing an indictment” in a matter in which a criminal investigation has been instigated and “financial liability in lieu of a criminal proceeding,” shall have the meaning as ascribed under the
Companies Law. The term “Litigation Expenses” shall include, without limitation, attorneys’ fees and all other costs, expenses and obligations paid or incurred by an office holder in connection with investigating, defending, being a witness
or participating in (including on appeal), or preparing to defend, be a witness or participate in any claim or proceeding relating to any matter for which indemnification may be provided;
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reasonable Litigation Expenses, which the Office Holder incurred or with which the Office Holder was charged by a court of law, in a proceeding brought against the Office Holder, by the Company, on its behalf or by another person, or in
a criminal prosecution in which the Office Holder was acquitted, or in a criminal prosecution in which the Office Holder was convicted of an offense that does not require proof of criminal intent (mens rea);
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a payment which the office holder is obligated to make to an injured party as set forth in Section 52(54)(a)(1)(a) of the Securities Law, and Litigation Expenses that the office holder incurred in connection with a proceeding under
Chapters H'3, H'4 or I'1 of the Securities Law; and
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any other event, occurrence or circumstance in respect of which we may lawfully indemnify an office holder.
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a breach by the office holder of his duty of loyalty unless, with respect to insurance coverage or indemnification, the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;
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a breach by the office holder of his duty of care if the breach was done intentionally or recklessly (other than if solely done in negligence);
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any act or omission done with the intent to derive an illegal personal benefit; or
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a fine, civil fine or ransom levied on an Office Holder, or a financial sanction imposed upon an Office Holder under Israeli Law.
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NICE LTD. |
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By: |
/s/ Scott Russell
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/s/ Beth Gaspich
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Scott Russell | Beth Gaspich | ||||
Chief Executive Officer | Chief Financial Officer |
Signature
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Title
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Date
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/s/ David Kostman
David Kostman |
Chairman of the Board of Directors
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September 30, 2025
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/s/ Scott Russell
Scott Russell |
Chief Executive Officer
(Principal Executive Officer)
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September 30, 2025
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/s/ Beth Gaspich
Beth Gaspich |
Chief Financial Officer
(Principal Financial Officer)
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September 30, 2025
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/s/ Rimon Ben-Shaoul
Rimon Ben-Shaoul |
Director
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September 30, 2025
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/s/ Dan Falk
Dan Falk |
Director
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September 30, 2025
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/s/ Yocheved Dvir
Yocheved Dvir
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Director
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September 30, 2025
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/s/ Yehoshua Ehrlich
Yehoshua (Shuki) Ehrlich |
Director
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September 30, 2025
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/s/ Leo Apotheker
Leo Apotheker
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Director
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September 30, 2025
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/s/ Joe Cowan
Joe Cowan |
Director
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September 30, 2025
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/s/ Zehava Simon
Zehava Simon |
Director
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September 30, 2025
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Authorized Representative in the United States:
NICE-SYSTEMS INC. |
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By: /s/ Jeff Levenberg | September 30, 2025 | |
Name: Jeff Levenberg
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Title: Corporate Secretary
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EXHIBIT NO. | DESCRIPTION |
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4.1 |
4.2 |
4.3 |
Form of Share Certificate (filed as Exhibit 4.1 to Amendment No. 1 to NICE’s Registration Statement on Form F-1 (Registration No. 333-99640) filed with the Commission on December 29, 1995, and incorporated herein by reference).
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4.4 |
107. |