Exhibit (d)(6)
SHARE OPTION AGREEMENT
NUR Macroprinters Ltd.
12 Abba Hilel Silver St., P.O. Box 1281, Lod ▇▇▇▇▇, ▇▇▇▇▇▇
NUR Macroprinters Ltd. (the "Company") is pleased to inform you that as an
employee of its subsidiary or affiliate ___________________________________
(hereinafter: the "Employer"), you have been selected to receive stock options
to purchase shares of common stock of Nur Macroprinters Ltd. according to the
terms and conditions hereinafter provided. The terms and conditions of the
companies stock option plan, applicable hereto, are as set forth in the document
1997 Stock Option Plan (as amended).
Date: ________________
To: __________________
Address: _________________________________________
1. Grant of Option
1.1 Date of Grant: ______________
1.2 Exercise price: _________
1.3 Share price on date of grant: _________
1.4 The Optionee is aware that the Company intends to issue additional
Shares or other securities convertible into Shares, in the future to
various entities and individuals, as the Company at its sole discretion
shall determine.
2. Vesting
The options shall vest and become exercisable according to the
following schedule:
______________________________________________________________________________________________________________
Number granted Vesting date
______________________________________________________________________________________________________________
______________________________________________________________________________________________________________
______________________________________________________________________________________________________________
______________________________________________________________________________________________________________
______________________________________________________________________________________________________________
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
5 below), or at the time at which the Option expires earlier thereto
pursuant to the terms of the Plan or pursuant to this Agreement.
3.2 The Options shall vest in the Employee on the respective vesting date,
provided the Optionee is still an employee of the Employer (or an
affiliate thereof) at said date. The options may thereafter be
exercised until the Expiration date (as hereinafter defined), subject
to the provisions of Section 3.3 or other applicable conditions of the
Plan.
3.3 Subject to the provisions of Section 3.4 below, in the event of
termination of the Optionee's employment with the Employer or any of
its affiliates, all Options granted to him will
immediately expire. A notice of termination of employment by either the
Employer or the Optionee shall be deemed to constitute termination of
employment.
3.4 An Option may nevertheless be exercised within an additional period
after the date of termination of Optionee's employment with the
Employer or any affiliate thereof, but only with respect to the number
of Options already vested at the date of such termination, 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 already vested at
the date of such termination, (iii) termination is the result of death
or disability of the Optionee, in which event vested Options may be
exercised within a period of twelve (12) months from the date of
termination. The term "Cause" shall include the serious cause as
defined in Article 35 of the European Law of July 3, 1978.
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. Method of Exercise
Options shall be exercised by the Optionee by giving written notice to
the Company, with the form designed therefor ("Exercise Notice"),
together with payment of the Exercise Price due in US dollars for the
exercised Option Shares.
5. Termination of the Options
5.1 Except as otherwise stated in this Agreement, the Options, to the
extent not previously exercised, shall terminate forthwith upon the
earlier of:
(i) the date set forth in Section 2; 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").
5.2 Without derogating from the above, 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 (after deduction of any taxes or social security contributions
due, if any), 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.
2
6. Adjustments
6.1 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.
6.2 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.
6.3 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.
7. Rights Prior to Exercise of Options and Limitations after Purchase of
Option Shares
7.1 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.
7.2 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.
7.3 The Optionee shall not dispose of any Option Shares in transactions
which violate, in the opinion of the Company, any applicable rules and
regulations.
8. 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 Belgium, 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
3
Act of 1933, and to such approvals by any governmental agencies or
national securities exchanges as may be required.
9. Tax Consequences
Any tax and/or social security 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
the Optionee), hereunder, shall be borne solely by the Optionee. The
Company and/or the Employer shall withhold taxes (and if required,
social security payments) according to the requirements under the
applicable laws, rules, and regulations, including the withholding of
taxes at source. Furthermore, the Optionee shall agree to indemnify the
Company and/or the Employer and hold them harmless against and from any
and all liability for any such tax or social security payment or
interest or penalty thereon, including without limitation, liabilities
relating to the necessity to withhold, or to have withheld, any such
tax or social security payment 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 or
other confirmation of share ownership to an Optionee until all required
payments have been fully made.
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, the Employer or an affiliate thereof to continue the
Optionee's employment with it, 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 rights and obligations of an Optionee under the terms of his
employment agreement with the Employer or any affiliate shall not be
affected by the grant of an Option.
10.3 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.
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.
4
11. Miscellaneous
11.1 This Agreement shall be binding upon the heirs, executors,
administrators, and successors of the parties hereof.
11.2 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 at the address set
forth above or such other address as the Company may designate in
writing to the Optionee, within one week.
11.3 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 by the Company or the
Employer. Any modification of this Agreement will be valid only if made
in writing and signed by both the Optionee and the Company's authorised
representative and has received the approval of the Board.
IN WITNESS WHEREOF, the Company executed this Option Agreement in duplicate on
the date first mentioned above.
NUR Macroprinters Ltd.
By: __________________
The undersigned hereby acknowledges that he/she has received a copy of the 1997
Stock Option Plan (as amended) and accepts and agrees to all terms and
provisions of the foregoing Agreement.
____________________
The Optionee
Date:_________________ Name:
5
Form of Exercise Notice:
NOTICE OF EXERCISE
To
Nur Macroprinters Ltd.
12 Abba Hilel Silver ▇▇.
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇
Date:_____________
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: _____________
6