MEDIS TECHNOLOGIES LTD. STOCK OPTION AGREEMENT
EXHIBIT
10.3
2007
EQUITY INCENTIVE PLAN
AGREEMENT,
dated as of [_____] [__], 2007, between Medis Technologies Ltd., a Delaware
corporation (the “Company”), and [__________] (the “Grantee”).
W
I T N E S S E T H:
WHEREAS,
as of April 18, 2007, the Company adopted the Medis Technologies Ltd. 2007
Equity Incentive Plan (the “Plan”), which Plan authorizes, among other things,
the grant of options to purchase shares of common stock, $.01 par value (“Common
Stock”), of the Company to directors, officers and employees of the Company and
to other individuals; and
WHEREAS,
the Company’s Compensation Committee, as administrator of the Plan, has
determined that it would be in the best interests of the Company to grant the
option documented herein.
NOW,
THEREFORE, the parties hereto hereby agree as follows:
1 Definitions. Capitalized
terms not defined in this Agreement shall have the meaning ascribed to such
terms in the Plan.
2 Grant
of Option. Subject to the terms and conditions of the Plan and as set forth
herein, the Company hereby grants to the Grantee, as of date hereof, an option
(the “Option”) to purchase from the Company all or any part of an aggregate
number of [_____] shares of Common Stock (the “Optioned Shares”)
3 Vesting.
Subject to such further limitations as are provided in the Plan and as set
forth
herein, the Option shall become exercisable at a per share price of $[_____]
(“Exercise Price”), the Grantee having the right hereunder to purchase from the
Company the indicated number of Optioned Shares upon exercise of the Option,
on
and after such dates, in cumulative fashion:
|
Exercise
Date
|
Non−Qualified
Stock
Options
|
Incentive
Stock
Options
|
102
Capital Gains
Track
Option Award
(with
Trustee) (Israel)
|
102
Ordinary
Income
Track
Option
Award
(with
Trustee)
(Israel)
|
102
Non-
Trustee
Option
Award
(Israel)
|
3(9)
Option
Award
(Israel)
|
||||||||||||||||||||
Only
those Optioned Shares indicated above as “Incentive Stock Options” are intended
by the parties hereto to be, and be treated as, “incentive
stock options” (as such term is defined under Section 422 of the Code). The
Option may not be exercised with respect to less than 100 Optioned Shares (or
the Optioned Shares then subject to purchase under the Option, if less than
100
shares) or for any fractional shares.
1
4 Termination
of Option. (a) The Option, to the extent not previously
exercised, shall terminate and become null and void on [_____][__], 20[__]
(the
“Option Expiration Date”).
(b) Subject
to the provisions of Section 5 hereof, and except as otherwise provided in
this
Section 4, upon the Grantee’s ceasing for any reason to be employed by the
Company or a Subsidiary (such occurrence being a “termination of the Grantee’s
employment”), the Option, to the extent not previously exercised, shall
terminate and become null and void three (3) months after such termination
of
the Grantee’s employment, or upon the Option Expiration Date, whichever occurs
first.
(c) Subject
to the provisions of Section 5 hereof, if the Grantee has been continuously
employed with the Company or a Subsidiary for six (6) years or more, upon a
termination of the Grantee’s employment (other than for Cause), the Option, to
the extent not previously exercised, shall terminate and become null and void
on
the Option Expiration Date; provided, however, that to the extent the Options
are Incentive Stock Options, the Options (to such an extent) shall cease to
constitute Incentive Stock Options to the extent that such Options are exercised
more than three (3) months after the termination of the Grantee’s
employment.
(d) Upon
a
termination of the Grantee’s employment for Cause or if following the Grantee’s
termination of employment, circumstances arise or are discovered with respect
to
the Grantee that would have constituted Cause for termination of employment,
the
Option, to the extent not previously exercised, shall terminate and become
null
and void immediately upon such termination of the Grantee’s employment (or when
such circumstances arise or are discovered).
(e) Subject
to the provisions of Section 5 hereof, and except as otherwise provided in
this
Section 4 (other than Section 4(b)), upon a termination of the Grantee’s
employment by reason of permanent disability (within the meaning of Section
22(e)(3) of the Code) or by reason of the death of the Grantee, the Option,
to
the extent not previously exercised, shall terminate and become null and void
twelve (12) months after such termination of the Grantee’s employment, or upon
the Option Expiration Date, whichever occurs first.
5 Exercisability.
(a) Upon a termination of the Grantee’s employment, the Option shall
be exercisable only to the extent that the Option is vested and is in effect
on
the date of such termination of the Grantee’s employment.
(b) To
the
extent exercisable, the Option may be exercised by a legal representative on
behalf of the Grantee in the event of such permanent disability, or,
in the case of the death of the Grantee, by the estate of the Grantee or by
any
person or persons who acquired the right to exercise the Option by bequest
or
inheritance or by reason of the death of the Grantee.
6 Manner
of Exercise. (a) The Option may be exercised in full at one time
or in part from time to time for the number of Optioned Shares then exercisable
by giving written notice, signed by the person exercising the Option, to the
Company, stating the number of Optioned Shares with respect to which the Option
is being exercised and the date of exercise thereof, which date shall be at
least five days after the giving of such notice.
2
(b) Full
payment by the Grantee of the Exercise Price for the Optioned Shares purchased
shall be made on or before the exercise date specified in the notice of exercise
by delivery of (i) cash or a check payable to the order of the Company in an
amount equal to such Exercise Price, (ii) shares of Common Stock owned by the
Grantee having a Fair Market Value equal in amount to such Exercise Price,
or
(iii) any combination of the preceding clauses (i) and (ii).
(c) The
Company shall be under no obligation to issue any Optioned Shares unless the
person exercising the Option, in whole or in part, shall give a written
representation and undertaking to the Company which is satisfactory in form
and
substance to counsel for the Company and upon which, in the opinion of such
counsel, the Company may reasonably rely, that he or she is acquiring such
Optioned Shares for his or her own account as an investment and not with a
view
to, or for sale in connection with, the distribution of any such Optioned
Shares, and that he or she will make no transfer of the same except in
compliance with any rules and regulations in force at the time of such transfer
under the Securities Act of 1933, or any other applicable law.
(d) Upon
exercise of the Option in the manner prescribed by this Section 6, delivery
of a
certificate for the Optioned Shares then being purchased shall be made at the
principal office of the Company to the person exercising the Option within
a
reasonable time after the date of exercise specified in the notice of
exercise.
7 Non−Transferability
of Option. The Option shall not be assignable or transferable by the Grantee
other than by will or the laws of descent and distribution, and shall be
exercisable during the lifetime of the Grantee only by the Grantee. The Option
shall terminate and become null and void immediately upon the bankruptcy of
the
Grantee, or upon any attempted assignment or transfer except as herein provided,
including without limitation, any purported assignment, whether voluntary or
by
operation of law, pledge, hypothecation or other disposition, attachment,
trustee process or similar process, whether legal or equitable, upon the
Option.
8 No
Special Employment Rights. Neither the granting of the Option nor its
exercise shall be construed to confer upon the Grantee any right with respect
to
the continuation of his or her employment by the Company (or any subsidiary
of
the Company) or interfere in any way with the right of the Company (or any
subsidiary of the Company), subject to the terms of any separate employment
agreement to the contrary, at any time to terminate such employment or to
increase or decrease the compensation of the Grantee from the rate in existence
as of the date hereof.
9 Tax
Consequences. (a) All tax consequences under any
Applicable Law which may arise from the grant of this Option or the exercise
thereof, the sale or disposition of any shares granted hereunder or issued
upon
exercise of this Option or from any other action of the Grantee in connection
with the foregoing shall be borne and paid solely by the Grantee, and the
Grantee shall indemnify the Company, and its Subsidiaries and Affiliates, and
shall hold them harmless against and from any liability for any such tax or
penalty, interest or indexation thereon. The Grantee agrees to, and undertakes
to comply with, any ruling, settlement, closing agreement or other similar
agreement or arrangement with any tax authority in connection with
3
the
foregoing which is approved by the Company. The Grantee is advised to
consult with a tax advisor with respect to the tax consequences of receiving
or
exercising this Option. The Company does not assume any
responsibility to advise the Grantee on such matters, which shall remain solely
the responsibility of the Grantee.
(b) The
Grantee shall notify the Company in writing promptly and in any event within
ten
(10) days after the date on which the Grantee first obtains knowledge of any
tax
bureau inquiry, audit, assertion, determination, investigation, or question
relating in any manner to the Option granted or received hereunder or Shares
issued thereunder and shall continuously inform the Company of any developments,
proceedings, discussions and negotiations relating to such matter, and shall
allow the Company and its representatives to participate in any proceedings
and
discussions concerning such matters. Upon request, the Grantee shall provide
to
the Company any information or document relating to any matter described in
the
preceding sentence, which the Company, in its discretion, requires.
(c) To
the extent a 102 Option Award is designated above, you declare and acknowledge:
(i) that you fully understand that Section 102 of the Israeli Income Tax
Ordinance and the rules and regulations enacted thereunder apply to the Options
specified in this Agreement and to you; and (ii) that you understand the
provisions of Section 102, the tax track chosen and the implications thereof.
With respect to Options granted under Section 102, the terms of such Options
shall also be subject to the terms of the Trust Agreement made between the
Company and the Trustee for the benefit of the Grantee, as well as the
requirements of the Israeli Income Tax Commissioner. The grant of Options
hereunder is further conditioned upon the Grantee signing all documents
requested by the Company or the Trustee, in accordance with and under the Trust
Agreement. A copy of the Trust Agreement is available for the Grantee’s review,
during normal working hours, at the Company’s offices.
10 No
Rights of Stockholder. The Grantee shall not be deemed for any purpose to be
a stockholder of the Company with respect to the Option except to the extent
that the Option shall have been exercised with respect thereto and, in addition,
a stock certificate shall have been issued theretofore and delivered to the
Grantee.
11 Amendment.
Subject to the terms and conditions of the Plan, the Board or a committee
appointed by the Board to administer the Plan (the “Committee”), whichever shall
then have authority to administer the Plan, may amend this Agreement with the
consent of the Grantee when and subject to such conditions as are deemed to
be
in the best interests of the Company and in accordance with the purposes of
the
Plan.
12 Notices.
Any communication or notice required or permitted to be given hereunder shall
be
in writing, and, if to the Company, to its principal place of business,
attention: Secretary, and, if to the Grantee, to the address as appearing on
the
records of the Company. Such communication or notice shall be deemed given
if
and when (a) properly addressed and posted by registered or certified mail,
postage prepaid, or (b) delivered by hand.
13 Incorporation
of Plan by Reference. The Option is granted pursuant to the terms of the
Plan, the terms of which are incorporated herein by reference, and the Option
shall in all respects be interpreted in accordance with the Plan. In the event
of any inconsistency between
4
the
Plan
and this Agreement, the Plan shall govern. The Board or the Committee, whichever
shall then have authority to administer the Plan, shall interpret and construe
the Plan and this Agreement, and their interpretations and determinations shall
be conclusive and binding upon the parties hereto and any other person claiming
an interest hereunder, with respect to any issue arising hereunder or
thereunder.
14 Acknowledgement. The
Grantee acknowledges receipt of the copy of the Plan attached hereto as Exhibit
A.
15 Governing
Law. The validity, construction and interpretation of this Agreement shall
be governed by and determined in accordance with the laws of the State of New
York.
[SIGNATURES
ON NEXT PAGE]
5
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
above written.
|
By:
____________________________________
Name:
Title:
GRANTEE:
_________________________________________
Name:
|
6
Exhibit
A
2007
Equity Incentive Plan
7