EXHIBIT 10.1
ZONE4PLAY INC.
OPTION AGREEMENT
MADE AS OF THE 3 DAY OF APRIL, 2006
BETWEEN: ZONE 4 PLAY INC.
A company incorporated in Nevada
Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
(Hereinafter the "COMPANY")
ON THE ONE PART
AND: Name: Citron Investments Ltd
I.D. No._______________
Address: ▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇
(Hereinafter the "OPTIONEE")
ON THE OTHER PART
WHEREAS On November 23, 2004, the Company duly adopted and the Board approved
the 2004 Global Share Option Plan (the "PLAN"), and Appendix A -
Israel to the Plan (the "ISRAELI APPENDIX"), forming an integral part
of the Plan, a copy of which is attached as EXHIBIT A hereto; and -
WHEREAS the Company has decided to grant Options to purchase Shares of the
Company to the Optionee, and the Optionee has agreed to such grant,
subject to the terms provided herein;
NOW, THEREFORE, it is agreed as follows:
1. PREAMBLE AND DEFINITIONS
1.1 The preamble to this agreement constitutes an integral part hereof.
1.2 Unless otherwise defined herein, capitalized terms used herein shall
have the meaning ascribed to them in the Company's Global Share Option
Plan (the "Plan").
2. GRANT OF OPTIONS
2.1 The Company hereby grants to the Optionee the number of Options as set
forth in EXHIBIT B hereto, each Option shall be exercisable for one
Share, upon payment of the Purchase Price as set forth in EXHIBIT B,
subject to the terms and the conditions as set forth herein.
2.2 The Optionee is aware that the Company intends in the future to issue
additional shares and to grant additional options to various entities
and individuals, as the Company in its sole discretion shall
determine.
3. PERIOD OF OPTION AND CONDITIONS OF EXERCISE
3.1 The terms of this Option Agreement shall commence on the Date of Grant
and terminate at the Expiration Date, or at the time at which the
Option expires pursuant to this Option Agreement.
3.2 Options may be exercised only to purchase whole Shares, and in no case
may a fraction of a Share be purchased. If any fractional Share would
be deliverable upon exercise, such fraction shall be rounded up
one-half or less, or otherwise rounded down, to the nearest whole
number.
4. ADJUSTMENTS
Notwithstanding anything to the contrary in Section 7.1 of the Plan and in
addition thereto, if in any such Transaction as described in Section 7.1 of
the Plan, the Successor Company (or parent or subsidiary of the Successor
Company) does not agree to assume or substitute the Options, the Vesting
Dates shall be accelerated so that any unvested Option shall be immediately
vested in full as of the date which is ten (10) days prior to the effective
date of the Transaction, and the Committee shall notify the Optionee that
the unexercised Options are fully exercisable for a period of ten (10) days
from the date of such notice, and that any unexercised Options shall
terminate upon the expiration of such period.
If the Successor Company (or parent or subsidiary of the Successor Company)
agrees to assume or substitute the Options and Optionee's employment with
the Successor Company is terminated by the Successor Company without
"Cause" within one year of the closing of such Transaction, the Vesting
Dates shall be accelerated so that any unvested portion of the substituted
Option shall be immediately vested in full as of the date of such
termination without Cause.
5. VESTING; PERIOD OF EXERCISE
Subject to the provisions of the Plan, Options shall vest and become
exercisable according to the Vesting Dates set forth IN EXHIBIT B hereto,
provided that the Optionee is an Employee of, or providing services to, the
Company and/or its Affiliates on the applicable Vesting Date.
All unexercised Options granted to the Optionee shall terminate and shall
no longer be exercisable on the Expiration Date, as described in Section
8.2 of the Plan.
6. EXERCISE OF OPTIONS
6.1 Options may be exercised in accordance with the provisions of Section
8.1 of the Plan. The Purchase Price shall be payable upon the exercise
of an Option in accordance with Section 6.2 of the Plan.
6.2 In order for the Company to issue Shares upon the exercise of any of
the Options, the Optionee hereby agrees to sign any and all documents
required by any applicable law and/or by the Company's incorporation
documents. The Optionee further agrees that in the event that the
Company and its counsel deem it necessary or advisable, in their sole
discretion, the issuance of Shares may be conditioned upon certain
representations, warranties, and acknowledgments by the Optionee.
6.3 The Company shall not be obligated to issue any Shares upon the
exercise of an Option if such issuance, in the opinion of the Company,
might constitute a violation by the Company of any provision of law.
7. RESTRICTIONS ON TRANSFER OF OPTIONS AND SHARES
7.1 The transfer of Options and the transfer of Shares to be issued upon
exercise of the Options shall be subject to the limitations set forth
in the Plan, in the Company's incorporation documents, in any
shareholders' agreement to which the holders of common stock of the
Company are bound or in any applicable law including securities law of
any jurisdiction.
7.2 The Optionee shall not dispose of any Shares in transactions which
violate, in the opinion of the Company, any applicable laws, rules and
regulations.
7.3 The Optionee agrees that the Company shall have the authority to
endorse upon the certificate or certificates representing the Shares
such legends referring to the foregoing restrictions, and any other
applicable restrictions as it may deem appropriate (which do not
violate the Optionee's rights according to this Option Agreement).
8. TAXES; INDEMNIFICATION
8.1 Any tax consequences arising from the grant or exercise of any Option,
from the payment for Shares covered thereby or from any other event or
act (of the Company and/or its Affiliates or the Optionee), hereunder,
shall be borne solely by the Optionee. The Company and/or its
Affiliates shall withhold taxes according to the requirements under
the applicable laws, rules, and regulations, including withholding
taxes at source. Furthermore, the Optionee hereby agrees to indemnify
the Company and/or its Affiliates and hold them harmless against and
from any and all liability for any such tax or interest or penalty
thereon, including without limitation, liabilities relating to the
necessity to withhold, or to have withheld, any such tax from any
payment made to the Optionee.
8.2 The Optionee will not be entitled to receive from the Company any
Shares allocated or issued upon the exercise of Options prior to the
full payments of the Optionee's tax liabilities arising from Options
which were granted to him and/or Shares issued upon the exercise of
Options. For the avoidance of doubt, the Company shall be required to
release any share certificate to the Optionee until all payments
required to be made by the Optionee have been fully satisfied.
8.3 The receipt of the Options and the acquisition of the Shares to be
issued upon the exercise of the Options may result in tax
consequences. THE OPTIONEE IS ADVISED TO CONSULT A TAX ADVISER WITH
RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR EXERCISING THIS OPTION
OR DISPOSING OF THE SHARES.
9. MISCELLANEOUS
9.1 NO OBLIGATION TO EXERCISE OPTIONS. The grant and acceptance of these
Options imposes no obligation on the Optionee to exercise it.
9.2 CONFIDENTIALITY. The Optionee shall regard the information in this
Option Agreement and its exhibits attached hereto as confidential
information and the Optionee shall not reveal its contents to anyone
except when required by law or for the purpose of gaining legal or tax
advice.
9.3 CONTINUATION OF EMPLOYMENT OR SERVICE. Nothing in the Plan, and this
Option Agreement shall be construed as imposing any obligation on the
Company or an Affiliate to continue the Optionee's employment or
service and nothing in the Plan or in this Option Agreement shall
confer upon the Optionee any right to continue in the employ or
service of the Company and/or an Affiliate or restrict the right of
the Company or an Affiliate to terminate such employment or service at
any time.
9.4 ENTIRE AGREEMENT. Subject to the provisions of the Plan, to which this
Option Agreement is subject, this Option Agreement, together with the
exhibits hereto, constitute the entire agreement between the Optionee
and the Company with respect to Options granted hereunder, and
supersedes all prior agreements, understandings and arrangements, oral
or written, between the Optionee and the Company with respect to the
subject matter hereof.
9.5 FAILURE TO ENFORCE - NOT A WAIVER. The failure of any party to enforce
at any time any provisions of this Option Agreement or the Plan shall
in no way be construed to be a waiver of such provision or of any
other provision hereof.
9.6 BINDING EFFECT. The Plan, and this Option Agreement shall be binding
upon the heirs, executors, administrators and successors of the
parties hereof.
9.7 NOTICES. All notices or other communications given or made hereunder
shall be in writing and shall be delivered or mailed by registered
mail or delivered by email or facsimile with written confirmation of
receipt to the Optionee and/or to the Company at the addresses shown
on the letterhead above, or at such other place as the Company may
designate by written notice to the Optionee. The Optionee is
responsible for notifying the Company in writing of any change in the
Optionee's address, and the Company shall be deemed to have complied
with any obligation to provide the Optionee with notice by sending
such notice to the address indicated above.
Company's Signature:
Name: ▇▇▇ ▇▇▇▇
Position: CFO
Signature: /s/ ▇▇▇ ▇▇▇▇
I, the undersigned, hereby acknowledge receipt of a copy of the Plan and accept
the Options subject to all of the terms and provisions thereof. I have reviewed
the Plan and this Option Agreement in its entirety, have had an opportunity to
obtain the advice of counsel prior to executing this Option Agreement, and fully
understand all provisions of this Option Agreement. I agree to notify the
Company upon any change in the residence address indicated above.
4.3.2006 /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Date Optionee's Signature
ATTACHMENTS: EXHIBIT A: ZONE4PLAY INC. 2004 GLOBAL SHARE OPTION PLAN
EXHIBIT B: TERMS OF THE OPTION
EXHIBIT B
TERMS OF THE OPTION
Name of the Optionee: Citron Investments Ltd.
Date of Grant: April 3, 2006
Designation:
1. Number of Options granted: 1,863,000
2. Purchase Price: $1.15
3. Vesting Dates: See below
NUMBER OF OPTIONS VESTING DATE
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1,500,750 July 1, 2006
155,250 October 1, 2006
155,250 January 1, 2007
51,750 April 1, 2007
4. Expiration Date: April 3, 2016
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇
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Citron Investments Ltd. Zone 4 Play, Inc.
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇ By: ▇▇▇ ▇▇▇▇