Exhibit (d)(4)
SHARE OPTION AGREEMENT
Effective as of the ____ day of ___________, _______
By and between
NUR Macroprinters Ltd.
12 Abba Hilel Silver
Lod Israel
(the "Company")
of the first part
and
____________ (NAME)
__________________
_____________(ADDRESS)
(the "Optionee")
of the second part
PREAMBLE
Whereas The Company has adopted its ______ Stock Option Plan, as amended,
a copy of which is attached hereto as Appendix A (the "Plan"). The
Company has been given the right to grant Stock Options to certain
individuals rendering services to the Company's subsidiary NUR
Asia Pacific Ltd. (the "Employer"); and
Whereas The Company has determined that the Optionee be granted under the
Plan options exercisable into Ordinary Shares NIS1.0 par value of
the Company ("Shares"); and
Whereas the Optionee has elected to have options, in a number as set forth
in Appendix B, granted to him, all subject to the terms and
conditions hereinafter provided (the "Options").
NOW, THEREFORE, it is agreed as follows:
1. Interpretation
1.1 The Preamble and the Appendices to this Agreement constitute an
integral part hereof.
1.2 Unless otherwise defined herein, capitalised terms used herein shall
have the meaning ascribed to them in the Plan.
2. Grant of Option
2.1 The Company hereby grants the Optionee the Options exercisable into up
to the number of Shares as set forth in Appendix B (the "Option
Shares") against payment of an exercise price per Share as set forth in
such Appendix B (the "Exercise Price"), on the terms and subject to the
conditions hereinafter provided.
The Exercise Price will be paid in U.S. dollars on the date of giving
the notice of exercise (as set forth in Section 5.1 hereinafter).
2.2 The Optionee is aware that the Company intends to issue additional
Shares or other securities
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convertible into Shares, in the future to various entities and
individuals, as the Company at its sole discretion shall determine.
3. Period of Option and Conditions for Exercise
3.1 The term of this Agreement shall commence on the date hereof (the "Date
of Grant") and terminate at the Expiration Date (as defined in Section
6 below), or at the time at which the Option is completely terminated
pursuant to the terms of the Plan or pursuant to this Agreement.
3.2 The Options may be exercised by the Optionee in whole at any time or in
part from time to time, as determined by the Board, and to the extent
that the Options become vested and excercisable, prior to the
Expiration Date, and provided that, subject to the provisions of
Section 3.4 below, the Optionee is an employee of the Company or any of
its affiliates, at all times during the period beginning with the
granting of the Option and ending upon the date of exercise.
3.3 Subject to the provisions of Section 3.4 below, in the event of
termination of the Optionee's employment with the Company or any of its
affiliates, all Options granted to him will immediately expire. A
notice of termination of employment by either the Company or the
Optionee shall be deemed to constitute termination of employment.
3.4 Notwithstanding anything to the contrary hereinabove, an Option may be
exercised within an additional period after the date of termination of
Optionee's employment with the Company or any subsidiary of the
Company, but only with respect to the number of Options already vested
at the time of such termination, as set forth in Section 4 below, and
provided such period shall not exceed the period during which the
Options by their terms would otherwise have been exercisable, if: (i)
prior to the date of such termination, the Committee shall authorise an
extension of the terms of all or part of the Options beyond the date of
such termination, (ii) termination is without Cause (as defined below),
in which event any Options still in force and unexpired may be
exercised within a period of three (3) months from the date of such
termination, but only with respect to the number of Option Shares
purchasable at the time of such termination, according to the vesting
periods of the Options, (iii) termination is the result of death or
disability of the Optionee, in which event the vested Options may be
exercised within a period of 12 (twelve) months from the date of
termination. The term "Cause" shall mean any action, omission or state
of affairs related to the Optionee, which the Committee or the Board
decides, at its sole discretion, is against the interests of the
Company.
3.5 The Options may be exercised only to purchase whole Shares, and in no
case may a fraction of a Share be purchased. If any fractional Shares
would be deliverable upon exercise, such fraction shall be rounded up
one-half or more, or otherwise rounded down, to the nearest whole
number.
4. Vesting
Subject to the requirements as to the number of Option Shares for which
an Option are exercisable, Options shall vest (i.e., Options shall
become exercisable) at the dates set forth in Appendix B.
5. Method of Exercise
5.1 Options shall be exercised by the Optionee by giving written notice to
the Company, in such form and method as may be determined by the
Company (the "Exercise Notice"), together with payment of the Exercise
Price due for the exercised Option Shares, which exercise shall be
effective upon receipt of such notice by the Company at its principal
office. The notice shall specify the number of Option Shares with
respect to which the Option is being exercised.
5.2 On receipt of the Exercise Notice, but subject to Section 11 and the
following provisions of this Section 5.2., a share certificate shall be
issued to the Optionee. If any law or regulation requires the
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Company to take any action with respect to the Shares so demanded
before the issuance thereof, then the date of their issuance shall be
extended for the period necessary to take such action.
6. Termination of the Options
6.1 Except as otherwise stated in this Agreement and subject to Section
6.3, the Options, to the extent not previously exercised, shall
terminate forthwith upon the earlier of: (i) the date set forth in
Appendix B; or (ii) the expiration of any extended period in any of the
events set forth in Section 3.4 above (and such earlier date shall be
hereinafter referred to as the "Expiration Date").
6.2 Without derogating from the above and subject to Section 6.3, the
Committee may, with the prior written consent of the Optionee, from
time to time cancel all or any portion of the Options then subject to
exercise, and the Company's obligation in respect of such Options may
be discharged by (i) payment to the Optionee of an amount in cash equal
to the excess, if any, of the fair market value of the Option Shares
pertaining to such cancelled Options, at the date of such cancellation,
over the aggregate purchase price of such Option Shares, (ii) the
issuance or transfer to the Optionee of Shares, or other securities of
the Company, with a fair market value at the date of such transfer
equal to any such excess, or (iii) a combination of cash and Shares (or
other securities) with a combined value equal to any such excess, all
determined by the Committee at its sole discretion.
6.3 An Option may not in any event be exercised later then the tenth
anniversary of the Date of Grant.
7. Adjustments
7.1 If the Company is separated, reorganised, merged, consolidated or
amalgamated with or into another corporation while unexercised Options
remain outstanding under the Plan, there shall be substituted for the
Option Shares subject to the unexercised portions of such outstanding
Options an appropriate number of shares of each class of shares or
other securities of the separated, reorganised, merged, consolidated or
amalgamated corporation which were distributed to the shareholders of
the Company in respect of such Option Shares, and appropriate
adjustments shall be made in the Exercise Price to reflect such action.
However, subject to any applicable law, in the event that the successor
corporation does not agree to assume the award as aforesaid, the
Vesting Period, as set forth in section 4 above, shall be accelerated
so that any unexercisable or unvested portion of the outstanding
Options shall be immediately exercisable and vested in full as of the
date ten (10) days prior to the date of the change in control.
7.2 If the Company is liquidated or dissolved while unexercised Options
remain outstanding, then all such outstanding Options may be exercised
in full by the Optionee as of the effective date of any such
liquidation or dissolution of the Company without regard to the vesting
provisions hereof, by the Optionee giving notice in writing to the
Company of his/her intention to so exercise.
7.3 If the outstanding shares of the Company shall at any time be changed
or exchanged by declaration of a stock dividend, stock split,
combination or exchange of shares, re-capitalisation, or any other like
event by or of the Company, and as often as the same shall occur, then
the number, class and kind of Shares subject to the Option therefore
granted, and the Exercise Price, shall be appropriately and equitably
adjusted so as to maintain the proportionate number of Shares without
changing the aggregate Exercise Price; provided, however, that no
adjustment shall be made by reason of the distribution of subscription
rights on outstanding stock, all as will be determined by the Board
whose determination shall be final.
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8. Rights Prior to Exercise of Options and Limitations after Purchase of
Option Shares
8.1 Subject to the provisions of Section 8.2 below, the Optionee shall not
have any of the rights or privileges of shareholders of the Company in
respect of any Option Shares purchasable upon the exercise of any part
of an Option until registration in the Company's register of members of
the Optionee as holder of such Option Shares.
8.2 With respect to all Option Shares (as opposed to unexercised Options)
issued upon the exercise of Options purchased by the Optionee, he/she
shall be entitled to receive dividends in accordance with the quantity
of such Option Shares, and subject to any applicable taxation on
distribution of dividends.
8.3 No Option purchasable hereunder, whether fully paid or not, shall be
assignable, transferable or given as collateral or any right with
respect to them given to any third party whatsoever, and during the
lifetime of the Optionee each and all of the Optionee's rights to
purchase Option Shares hereunder shall be exercisable only by the
Optionee, other than by will or laws of succession to spouse and/or
descendants.
8.4 The Optionee shall not dispose of any Option Shares in transactions
which violate, in the opinion of the Company, any applicable rules and
regulations.
9. Governmental Regulations
The Plan, and the granting and exercise of the Options thereunder, and
the Company's obligation to sell and deliver the Option Shares or cash
under the Options, are subject to all applicable laws, rules and
regulations, whether of the state of organization of the Employer, or
of Israel or of the United States of America, or of any other country
or state having jurisdiction over the Company and the Optionee,
including the registration of the Option Shares under the United States
Securities Act of 1933, and to such approvals by any governmental
agencies or national securities exchanges as may required.
10. Continuance of Employment
10.1 Nothing in this Agreement shall be construed to constitute an
employment agreement with Nur Macroprinters Ltd. Furthermore, without
limiting the validity of the provision immediately preceding, nothing
in this Agreement shall be construed to impose any obligation on the
Company or an affiliate, if applicable, thereof, to continue the
Optionee's employment with the Employer or any affiliate thereof, to
confer upon the Optionee any right to continue in the employ of the
Employer (or an affiliate thereof, if applicable), or to restrict the
right of the Employer or an affiliate thereof to terminate such
employment at any time.
10.2 The grant of an option does not form part of the Optionee's entitlement
to remuneration or benefit pursuant to his contract of employment, nor
does the existence of a contract of employment between any person and
the Employer or any affiliate give such person any right or entitlement
to have an Option granted to him in respect of any number of Shares or
any expectation that an Option might be granted to him whether subject
to any conditions at all.
10.3 The rights and obligations of an Optionee under the terms of his
contract of employment with the Employer or any affiliate shall not be
affected by the grant of an Option.
10.4 The rights granted to an Optionee upon the grant of an Option shall not
afford the Optionee any rights to additional rights to compensation or
damages in consequence of the loss or termination of his office or
employment with the Employer or any affiliate for any reason
whatsoever.
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10.5 An Optionee shall not be entitled to any compensation of damages for
any loss or potential loss which he may suffer by reason of being or
becoming unable to exercise an Option in consequence of the loss or
termination of his office or employment with the Employer and or
Affiliate for any reason (including, without limitation, any breach of
contract by his employer) or in any circumstances whatsoever.
11. Tax Consequences
Any tax consequences arising from the grant or exercise of any Option,
from the payment for Option Shares covered thereby or from any other
event or act (of the Company, the Employer or any other member of the
same group of companies as the Company, or the Optionee), hereunder,
shall be borne solely by the Optionee. The Company, the Employer or any
other member of the same group of companies as the Company shall
withhold taxes according to the requirements under the applicable laws,
rules, and regulations, including the withholding of taxes at source.
The Company, the Employer or any other member of the same group of
companies as the Company may require the Optionee to take such
alternative steps (including, but without limit, granting an
irrevocable authority and power of attorney to the Company to sell
sufficient shares so as to realise such funds as are required to be
paid or accounted for to the Tax Authorities to reimburse the Company,
the Employer or any other member of the same group of companies as the
Company as appropriate for the relevant amount of tax to be paid or
accounted for as the Company, the Employer or any other member of that
group and the Optionee may agree. Furthermore, the Optionee shall agree
to indemnify the Company, the Employer or any other member of the same
group of companies as the Company 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.
The Committee shall not be required to release any Share certificate to
an Optionee until all required payments have been fully made.
12. Provisions of the Plan
The Options provided for herein are granted pursuant to the Plan, and
said Options and this Agreement are in all respects governed by the
Plan and subject to all of the terms and provisions whether such terms
and provisions are incorporated in this Agreement solely by reference
or are expressly cited herein.
Any interpretation of this Agreement will be made in accordance with
the Plan but in the event that there is any contradiction between the
provisions of this Agreement and the Plan, the provisions of this
Agreement will prevail.
13. Miscellaneous
13.1 This Agreement shall be governed by and construed and enforced in
accordance with the laws of Israel applicable to contracts made and to
be performed therein, without giving effect to the principles of
conflict of laws.
13.2 The failure of any party to enforce at any time any provisions of this
Option Agreement shall in no way be construed to be a waiver of such
provision or of any other provision hereof.
13.3 This Agreement shall be binding upon the heirs, executors,
administrators, and successors of the parties hereof.
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13.4 Any notice required or permitted under this Option Agreement shall be
deemed to have been duly given if delivered or mailed, if delivered by
certified or registered mail or return receipt requested, either to the
Optionee at his or her address set forth above or such other address as
he or she may designate in writing to the Company, or to the Company at
the address set forth above or such other address as the Company may
designate in writing to the Optionee, within one week.
13.5 This Agreement exclusively concludes all the terms of the Optionee's
rights to the Options, and annuls and supersedes any other agreement,
arrangement or understanding, whether oral or in writing, relating to
the grant of the Options to the Optionee. Any change of any kind to
this Agreement will be valid only if made in writing and signed by both
the Optionee and the Company's authorised member and has received the
approval of the Board.
IN WITNESS WHEREOF, the Company executed this Option Agreement as a deed in
duplicate.
______________________
NUR Macroprinters Ltd.
By: __________________
The undersigned hereby accepts, and agrees to, all terms and provisions of the
foregoing Agreement and executes this Agreement as a deed.
_____________________
The Optionee
Name:
Witness Name: ________________
Occupation: ________________
Address: ________________
________________
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Appendix A
NUR Macroprinters Ltd.
______ Stock Option Plan
(as amended)
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Appendix B
Terms of the Option
1. Name of the Optionee: .................. (as employee for Nur Asia Pacific)
___________________________________________________________________
2. Number of Options granted: ..................
___________________________________________________________________
3. Exercise Price per Share: * US$ ..................
___________________________________________________________________
4. Expiration Date: ..................
___________________________________________________________________
5. Date of Grant: ..................
___________________________________________________________________
6. Vesting schedule ..................
..................
_______________________________________________________________________________________________________________________
Number of Options Vesting Date
_______________________________________________________________________________________________________________________
.................. ..................
_______________________________________________________________________________________________________________________
.................. ..................
_______________________________________________________________________________________________________________________
* Share Price on date of Grant: US$ ..................
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Appendix C
NOTICE OF EXERCISE
To
Nur Macroprinters Ltd.
▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇
Re: Notice of Exercise of Share Options
I hereby inform you that in accordance with terms of the agreement entered into
between Nur Macroprinters Ltd. and myself, effective as from
(date)___________________, _____, I hereby notify that I wish to exercise (no.
of options)_____ options for (no. of shares) ______ of Ordinary Shares of NIS
1.0 par value in Nur Macroprinters Ltd.
I confirm that I have paid the exercise price in accordance with the terms of
said agreement, for the number of options exercised to yourselves, in the
following manner: (detail)__________________________________________________
_______________________________________________________________
Yours truly,
________________ ___ _______________
Employee Date
Name: _____________