FUNDTECH LTD. Adopted: December 21, 2005 Amended: December 20, 2007
Exhibit
99.2
_________________________________________________
_________________________________________________
__________________________________
Adopted:
December 21, 2005
Amended:
December 20, 2007
__________________________________
2005
ISRAELI SHARE OPTION AND RESTRICTED SHARE INCENTIVE PLAN
Unless
otherwise defined, capitalized terms used herein shall have the meaning ascribed
to them in Section 2
hereof.
| 1. |
PURPOSE;
TYPES OF AWARDS;
CONSTRUCTION.
|
|
1.1.
|
Purpose.
The purpose of the Fundtech Ltd. 2005 Israeli Share Option and Restricted
Share Incentive Plan (the “Plan”)
is to afford an incentive to selected Employees, Directors, Office
Holders, service providers, Consultants and any other person or entity
which the Board shall decide their services are considered valuable
to
Fundtech Ltd. (the “Company”),
or any Subsidiary or Affiliate of the Company within the meaning
of
Section 102(a) of the Israeli Tax Ordinance (each an “Affiliated
Company”),
which now exists or hereafter is organized or acquired by the Company,
to
acquire a proprietary interest in the Company, to continue as Employees,
Directors, Office Holders, Consultants or suppliers, to increase
their
efforts on behalf of the Company or any Affiliated Company and to
promote
the success of the Company's business.
|
|
1.2.
|
Types
of Awards.
The Plan is intended to enable the Company to issue Awards under
the
Israeli Tax Ordinance, including without limitation; (i) Options
or
Restricted Shares pursuant and subject to the provisions of Section
102 of
the Israeli Tax Ordinance (“102
Share Options”
or “102
Shares”
respectively), provided that, unless otherwise provided by law, all
Awards
granted to Employees (including Directors and Office Holders) of
the
Company or its Affiliated Companies shall be issued only under Section
102; (ii) pursuant to Section 3(i) of the Israeli Tax Ordinance
(“3(i)
Share Options”),
provided that, unless otherwise provided by law, no 3(i) Share Options
shall be granted to Employees of the Company or its Affiliated Companies
in Israel; and (iii) other Share-based Awards pursuant to Section
10
hereof (all 102 Share Options, 102 Shares, 3(i) Share Options, and
Previous Awards as well as other Share-based Awards collectively,
the
“Awards”).
Section 102(g) of the Israeli Tax Ordinance applies to this Plan
and the
Employees, Office Holders and Directors eligible for 102 Share
Options.
|
|
1.3.
|
Construction.
To the extent any provision herein conflicts with the conditions
of any
relevant tax law or regulation which are relied upon for tax relief
in
respect of a particular Award granted to a Grantee, the provisions
of said
law or regulation shall prevail over those of the Plan, and the Committee
(as defined below) is empowered hereunder to interpret and enforce
the
said prevailing provisions. The Plan contemplates the issuance of
Awards
by the Company as a publicly traded
company.
|
|
2.
|
DEFINITIONS.
|
As
used
in this Plan, the following words and phrases shall have the meanings ascribed
to them in this Section 2:
|
2.1.
|
“Award”
shall mean any share, Option, Restricted Shares or any other Share-based
award, granted to a Grantee under the Plan and any share issued pursuant
to the exercise of an Option.
|
|
2.2.
|
“Approved
102 Option”
shall mean an Option granted pursuant to Section 102(b) of the Israeli
Tax
Ordinance and held in trust by a Trustee for the benefit of the
Grantee.
|
|
2.3.
|
“Approved
102 Share”
shall mean a Share granted pursuant to Section 102(b) of the Israeli
Tax
Ordinance and held in trust by a Trustee for the benefit of the
Grantee.
|
|
2.4.
|
“Board”
shall mean the Board of Directors of the
Company.
|
|
2.5.
|
“Committee”
shall mean Compensation Committee which had been designated and empowered
by the Board, with the responsibility of administering the Plan,
and in
the absence of such designation, the
Board.
|
|
2.6.
|
“Companies
Law”
–
shall mean the Israeli Companies Law 5759– 1999, as amended from time to
time and any regulations, rules, orders or procedures promulgated
thereunder.
|
|
2.7.
|
“Consultant”
means any person, including an advisor, engaged by the Company, or
an
Affiliated Company thereof, to render consulting or advisory
services.
|
|
2.8.
|
“Controlling
Shareholder”
means a controlling shareholder (Ba’al
Shlita)
as such term is defined in Section 32(9) of the Israeli Tax
Ordinance.
|
|
2.9.
|
“Date
of Grant” shall
mean the date specified in the Notice of Share Option Grant or Restricted
Share Grant, which date shall be the later of (i) the date on which
the
Board resolved to grant the Option or the Restricted Share, or (ii)
the
first day of the Grantee’s service.
|
|
2.10.
|
“Director”
means a member of the Board.
|
|
2.11.
|
“Disability”
shall mean, unless otherwise specified in the Option Agreement or
the
Restricted Share Agreement, a ▇▇▇▇▇▇▇'s inability to perform his
duties to
the Company, or any of its Affiliated Companies, by reason of any
medically determinable physical or mental impairment, as determined
by a
physician selected by the Grantee and acceptable to the Company.
|
|
2.12.
|
“Employee”
shall have the meaning set forth in the Israeli Tax
Ordinance.
|
|
2.13.
|
“Exercise
Period”
shall mean the period during which the Option shall be
exercisable.
|
|
2.14.
|
“Exercise
Price”
shall mean the amount for which one Share may be purchased upon exercise
of an Option, as specified in the Notice of Share Option
Grant.
|
|
2.15.
|
“Fair
Market Value”
per share as of a particular date shall mean (i) if the Shares are
traded
on a securities exchange, the closing sales price per Share on the
securities exchange on which the Shares are principally traded for
the
last preceding date on which there was a sale of such Shares on such
exchange; or (ii) if the Shares are then traded in an over-the-counter
market, the average of the closing bid and asked prices for the Shares
in
such over-the-counter market for the last preceding date on which
there
was a sale of such Shares in such market; or (iii) if the Shares
are not
then listed on a securities exchange or market or traded in an
over-the-counter market, such value as the Committee, in its sole
discretion, shall determine, which determination shall be conclusive
and
binding on all parties, and shall be made after such consultations
with
outside legal, accounting and other experts as the Committee may
deem
advisable, and the Committee may maintain a written record of its
method
of determining such value. If the Stock is listed or quoted on more
than
one established stock exchange or national market system, the Committee
shall determine the appropriate exchange or
system.
|
Without
derogating from the above, solely for the purpose of determining the tax
liability pursuant to Section 102(b)(3) of the Israeli Tax Ordinance, if at
the
Date of Grant the Company’s shares are listed on any established stock exchange
or a national market system or if the Company’s shares will be registered for
trading within ninety (90) days following the Date of Grant, the Fair Market
Value of a Share at the Date of Grant shall be determined in accordance with
the
average value of the Company’s shares on the thirty (30) trading days preceding
the Date of Grant or
on the
thirty (30) trading days following the date of registration for trading, as
the
case may be.
|
2.16.
|
“Grantee”
shall mean a person who receives a grant of Options, Restricted Shares,
Shares or other Awards under the Plan, who at the time of grant is
an
Employee, Office Holder, Director, service provider or Consultant,
and any
other person or entity which the Board shall decide their services
are
considered valuable to, the Company or any Affiliated Companies of
the
Company.
|
|
2.17.
|
“ITA”
means the Israeli Tax Authorities.
|
|
2.18.
|
“Office
Holder”
shall mean any office holder (“nose
misra”)
as defined in the Companies Law.
|
|
2.19.
|
“Israeli
Tax Ordinance”
shall mean the Israeli Income Tax Ordinance (New Version) 1961, as
amended
from time to time and any regulations, rules, orders or procedures
promulgated thereunder.
|
|
2.20.
|
“Retirement”
shall mean a ▇▇▇▇▇▇▇'s retirement pursuant to applicable law or in
accordance with the terms of any tax-qualified retirement plan maintained
by the Company, or any of its affiliates, in which the Grantee
participates.
|
|
2.21.
|
“Section
102”
shall mean Section 102 of the Israeli Tax Ordinance and any regulations,
rules, orders or procedures promulgated
thereunder.
|
|
2.22.
|
“Shares”
shall mean Ordinary Shares, par value of NIS 0.01 each, of the
Company.
|
|
2.23.
|
“Trustee”
shall mean the trustee appointed by the Committee or the Board in
accordance with the provisions of the Israeli Tax Ordinance or other
applicable law, as the case may be, and approved by the ITA, to hold
in
trust the respective Options, Restricted Shares and/or Shares, if
so
appointed, all in accordance with the provisions of Section 102(a)
of the
Israeli Tax Ordinance.
|
|
2.24.
|
“Unapproved
102 Option”
means an Option granted pursuant to Section 102(c) of the Israeli
Tax
Ordinance and not held in trust by a
Trustee.
|
|
2.25.
|
“Unapproved
102 Share”
means a Share granted pursuant to Section 102(c) of the Israeli Tax
Ordinance and not held in trust by a
Trustee.
|
| 3. |
ADMINISTRATION.
|
|
3.1.
|
To
the extent permitted under applicable law, the Plan shall be administered
by the Committee. However, in the event that the Board does not designate
and empower a committee with the responsibility of administering
the Plan,
the Plan shall be administered by the Board in its entirety. Furthermore,
in the event that an action necessary for the administration of the
Plan
is required under law to be taken by the Board, then such action
shall be
so taken by the Board. In any such event, all references herein to
the
Committee shall be construed as references to the
Board.
|
|
3.2.
|
Subject
to applicable law, all decisions, determination and interpretations
of the
Committee shall be final and binding on all Grantees of any Awards
under
this Plan. No member of the Committee or the Board shall be liable
for any
action taken or determination made in good faith with respect to
the Plan
or any Award granted hereunder.
|
|
3.3.
|
Subject
to the Company’s decision and to all approvals legally required, each
member of the Board or the Committee shall be indemnified and held
harmless by the Company against any cost or expense (including counsel
fees) reasonably incurred by him, or any liability (including any
sum paid
in settlement of a claim with the approval of the Company) arising
out of
any act or omission to act in connection with the Plan unless arising
out
of such member's own willful misconduct or bad faith, to the extent
permitted by applicable law. Such indemnification shall be in addition
to
any rights of indemnification the member may have as a director or
otherwise under the Company's Articles of Association, any agreement,
any
vote of shareholders or disinterested directors, insurance policy
or
otherwise.
|
|
3.4.
|
The
Committee shall have the authority in its discretion to administer
the
Plan and to exercise all power and authority specifically granted
to it
under the Plan or take any actions necessary or advisable in the
administration of the Plan, including, without
limitation:
|
|
3.4.1.
|
the
authority to grant Options, Restricted Shares, Shares or other Awards;
|
|
3.4.2.
|
to
designate the type of Options (whether 102 Share Options, 3(i) Share
Options, or otherwise);
|
|
3.4.3.
|
to
elect which treatment – capital gains (“honi”)
in accordance with the provisions of Section 102(b)(2) of the Israeli
Tax
Ordinance or ordinary income (“pairoti”)
in accordance with the provisions of Section 102(b)(1) of the Israeli
Tax
Ordinance - shall be adopted for the purposes of the Plan under Section
102 of the Israeli Tax Ordinance, provided that should one of such
tax
treatments be elected for Employees, Directors and Office Holders
who are
by definition eligible for 102 Share Options, the tax treatments
so
elected shall be used uniformly for all Employees, Directors and
Office
Holders who are by definition eligible for 102 Share Options for
the
period prescribed by Section 102 of the Israeli Tax Ordinance;
|
|
3.4.4.
|
to
appoint a Trustee, if the Committee deems it necessary, prudent or
advisable;
|
|
3.4.5.
|
to
determine the Exercise Price of the Shares covered by each Option;
|
|
3.4.6.
|
to
determine the Fair Market Value of the Shares covered by each
Option;
|
|
3.4.7.
|
to
determine the Grantees to whom, and the time or times at which Awards
shall be granted;
|
|
3.4.8.
|
to
determine the number of Shares to be covered by each Award;
|
|
3.4.9.
|
to
interpret the Plan;
|
|
3.4.10.
|
to
prescribe, amend and rescind rules and regulations relating to the
Plan;
|
|
3.4.11.
|
to
determine the terms and provisions of the Option Agreements and Restricted
Share Agreement, including without limitations the vesting terms
of the
Options and Restricted Shares (which need not be identical), and
to cancel
or suspend Awards, as necessary;
and
|
|
3.4.12.
|
to
make all other determinations or amendments deemed necessary or advisable
for the administration of the Plan, including to adjust the terms
of the
Plan or any Option Agreement or any Restricted Share Agreement so
as to
reflect (i) changes in applicable Israeli, US or other laws respectively,
and (ii) the laws of other jurisdictions within which the Company
wishes
to grant Awards.
|
|
3.5.
|
To
the extent not otherwise prohibited or restricted by the laws or
regulatory regime effective from time to time of any country in which
the
Company’s securities are listed or in which Options are granted, the Board
of Directors may, at any time and from time to time, terminate or
amend
the Plan in any respect. In no event may any action of the Company
alter
or impair the rights of a Grantee with respect to Awards granted
to the
Grantee prior to the date of such action, without such ▇▇▇▇▇▇▇’s
consent.
|
| 4. |
ELIGIBILITY.
|
| 4.1. |
102
Share Options and 102 Shares may be granted only to Israeli Employees,
(including Israeli Directors and Office Holders) who are not Controlling
Shareholders. Other Awards (other than 102 Share Options and 102
Shares)
shall be granted to Controlling Shareholders, non Israeli Employees,
Consultants and service providers, provided, however, that any member
of
the Committee shall be eligible to receive Awards under the Plan
while
serving on the Committee, unless otherwise specified herein. A person
who
has been granted an Award hereunder may be granted additional Awards,
if
the Committee shall so determine. In determining the persons to whom
Awards shall be granted and the number of Shares to be covered by
each
Award, the Committee shall take into account the duties of the respective
persons, their present and potential contributions to the success
of the
Company and such other factors as the Committee shall deem relevant
in
connection with accomplishing the purpose of the
Plan.
|
|
4.2.
|
Notwithstanding
anything to the contrary in this Plan, Awards granted pursuant to
this
Plan to any person serving as an Office Holder or any other party
whose
grant of an Award requires under the Companies Law additional corporate
approvals by the Company shall be approved in the manner prescribed
for
under the Companies Law or any successor act or regulation, as in
effect
from time to time.
|
| 5. |
SHARES.
|
|
5.1.
|
The
maximum number of Shares reserved for the grant of Awards under the
Plan
shall be the aggregate number of un-granted Shares as of the date
on which
this Plan is adopted by the Board, reserved for issuance under the
Company’s 1996 Stock Option Plan, 1997 Israeli Stock Option and Incentive
Plan, 1997 Stock Option Plan for Fundtech Corporation, 1999 Employee
Stock
Option Plan and the Director’s Option Plan (the “Previous
Plans”),
and the un-granted Shares as of the date of each grant, reserved
for
issuance under the Company’s 2005 International Share Option and
Restricted Share Plan (the “International
Plan”)
plus 300,000 shares authorized by vote of the shareholders on December
20,
2007 to be added in aggregate to the International Plan and the Plan.
Such
Shares may, in whole or in part, be authorized but unissued Shares
or
Shares that shall have been or may be reacquired by the Company.
Any of
such Shares which may remain unissued and which are not subject to
outstanding options at the termination of the Plan shall cease to
be
reserved for the purpose of the Plan, but until termination of the
Plan,
the Company shall at all times reserve a sufficient number of Shares
to
meet the requirements of the Plan.
|
|
5.2.
|
If
any outstanding Award under the Plan or any award, share or option
award
under the Company’s Previous Plans or any award share or option award
under the Company’s International Plan (collectively “Other Awards”)
should, for any reason, expire, be canceled or be forfeited without
having
been exercised in full, the Shares subject to the unexercised, canceled
or
terminated portion of such Award or Other Awards shall (unless the
Plan
shall have been terminated) become available for subsequent grants
of
Awards under the Plan provided, however, that the cumulative number
of
such shares that may be so issued under the International Plan and
the
Plan, inclusive any award, share or option award under the Previous
Plans,
will not exceed 3,892,815 shares.
|
|
6.
|
TERMS
AND CONDITIONS OF
OPTIONS.
|
Each
Option granted pursuant to the Plan shall be evidenced by a written agreement
between the Company and the Grantee (the “Option
Agreement”),
in
such form and containing such terms and conditions as the Committee shall from
time to time approve, which Option Agreement shall comply with and be subject
to
the following terms and conditions, unless otherwise specifically provided
in
such Option Agreement. For purposes of interpreting this Section 6,
a
Director's service as a member of the Board or the services of an Office Holder,
as the case may be, shall be deemed to be employment with the
Company.
|
6.1.
|
Number
of Shares.
Each Option Agreement shall state the number of Shares to which the
Option
relates.
|
|
6.2.
|
Type
of Award.
Each Option Agreement shall specifically state the type of Award
granted
thereunder and whether it constitutes a 102 Share Option, 3(i) Share
Option, Restricted Shares or otherwise, and in the event that it
constitutes a 102 Share Option, the Option Agreement shall also state
whether it was granted as an Approved 102 Option pursuant to capital
gains
treatment or income treatment or whether it was granted as Unapproved
102
Options.
|
|
6.3.
|
Exercise
Price.
Each Option Agreement shall state the Exercise Price,. The Exercise
Price
shall also be subject to adjustment as provided in Section 11
hereof.
|
|
6.4.
|
Manner
of Exercise.
Option shall be exercisable pursuant to the terms under which they
were
awarded and subject to the terms and conditions of this plan. An
Option
may be exercised, as to any or all whole Shares as to which the Option
has
become exercisable, by written notice, in such form and method as
may be
determined by the Company and when applicable, by the Trustee in
accordance with the requirements of Section 102, delivered in person
or by
mail to the Chief Financial Officer of the Company or its designee,
specifying the number of Shares with respect to which the Option
is being
exercised, along with payment of the Exercise Price for such Shares
in the
manner specified in the following sentence. The Exercise Price shall
be
paid in full with respect to each Share, at the time of exercise,
in
cash.
|
|
6.5.
|
Exercise
Period and Vesting Schedule.
Each Option Agreement shall provide the vesting schedule for the
Option as
determined by the Committee. Unless otherwise resolved by the Committee
and stated in the Option Agreement, Options shall vest and become
exercisable during a period of (i) four (4) years of continued employment
by, or service for, the Company or its Affiliated Companies, in eight
equal semi-annual installments for Employees, Officers, service providers,
Consultants and any other person or entity which the Board shall
decide
their services are considered valuable to the Company and (ii) one
(i)
year of continuous board service in four equal quarterly installments
for
Directors. The Committee, in its absolute discretion, may, on such
terms
and conditions as it may determine to be appropriate, accelerate
or
otherwise change the time and vesting schedule at which an Option
or any
portion thereof (whether outstanding or granted) may be exercised.
The
Option Agreement may contain performance goals and measurements,
and the
provisions with respect to any Option need not be the same as the
provisions with respect to any other Option. The Exercise Period
will be
ten (10) years from the date of the grant of the Option, or such
earlier
period resulting from termination under Sections 6.6
or
6.7,
in each case, unless otherwise determined by the Committee.
|
| 6.6. |
Termination.
|
|
6.6.1.
|
Except
as provided in this Section 6.6
and in Section 6.7
hereof, an Option may not be exercised unless the Grantee is then
in the
employ of, or maintaining a Director, Office Holder, service provider
or
Consultant relationship with the Company, or an Affiliated Company
thereof, and unless the Grantee has remained continuously so employed
or
in the Director, Office Holder, service provider or Consultant
relationship since the Date of Grant of the Option. In the event
that the
employment or Director, Office Holder, service provider or Consultant
relationship of a Grantee shall terminate (other than by reason of
death,
Disability or Retirement), all Options of such Grantee that are vested
and
exercisable at the time of such termination may, unless earlier terminated
in accordance with their terms, be exercised within ninety (90) days
after
the date of such termination (or such different period as the Committee
shall prescribe);
provided, however, that if the Company shall terminate the Grantee’s
employment for Cause (as defined below) (as determined by the Committee),
all Options theretofore granted to such Grantee (whether vested or
not)
shall, to the extent not theretofore exercised, terminate on the
date of
such termination or cessation of employment or performance of services,
unless otherwise determined by the Committee. In the case of a Grantee
whose principal employer is an Affiliated Company, the Grantee’s
employment shall also be deemed to be terminated for purposes of
this
Section 6.6
as
of the date on which such principal employer ceases to be an Affiliated
Company.
|
|
6.6.2.
|
Notwithstanding
anything to the contrary, the Committee, in its absolute discretion
may,
on such terms and conditions as it may determine appropriate, extend
the
periods for which the Options held by any individual may continue
to vest
and be exercisable.
|
|
6.6.3.
|
For
any purpose under this Plan, the Grantee’s employment shall be deemed to
continue while the Grantee is on a bona fide leave of absence, if
such
leave was approved by the Company in writing and if continued crediting
of
employment for such purpose is expressly required by the terms of
such
leave or by applicable law (as determined by the
Company).
|
|
6.6.4.
|
For
purposes of this Plan, the term “Cause”
shall mean any of the following resulting from an act or omission
of
Grantee: (a) fraud, embezzlement or felony or similar act; (b) failure
to
substantially perform duties as an Employee or to abide by the general
policies of the Company applicable to all Employees (including, without
limitation, policies relating to confidentiality and reasonable workplace
conduct); (c) an act of moral turpitude, or any similar act, to the
extent
that such act causes injury to the reputation of the Company; (d)
any
other act or omission which in the reasonable opinion of the Company
could
be financially injurious to the Company or injurious to the business
reputation of the Company; (e) any act or omission of Grantee which
is
otherwise defined as “cause” under the Grantees’ employment or service
agreement.
|
|
6.7.
|
Death,
Disability or Retirement of Grantee.
If a Grantee shall die while employed by, or maintaining a Director,
Office Holder, service provider or Consultant relationship with,
the
Company or an Affiliated Company, or within ninety (90) days after
the
date of termination of such ▇▇▇▇▇▇▇'s employment or Director, Office
Holder, service provider or Consultant relationship (or within such
different period as the Committee may have provided pursuant to Section
6.6
hereof), or if the Grantee's employment or Director, Office Holder,
service provider or Consultant relationship shall terminate by reason
of
Disability, all Options theretofore granted to such Grantee (to the
extent
otherwise vested and exercisable) may, unless earlier terminated
in
accordance with their terms, be exercised by the Grantee, or by the
Grantee's estate, or by a person who acquired the right to exercise
such
Options by bequest or inheritance or otherwise by result of death
or
Disability of the Grantee, at any time within twelve months after
the
death or Disability of the Grantee (or such different period as the
Committee shall prescribe).
In the event that an Option granted hereunder shall be exercised
by the
legal representatives of a deceased or former Grantee, written notice
of
such exercise shall be accompanied by a certified copy of letters
testamentary or equivalent proof of the right of such legal representative
to exercise such Option. In the event that the employment or Director,
Office Holder, service provider or Consultant relationship of a Grantee
shall terminate on account of such ▇▇▇▇▇▇▇'s Retirement, all Options
of
such Grantee that are vested and exercisable at the time of such
Retirement may, unless earlier terminated in accordance with their
terms,
be exercised at any time within ninety (90) days after the date of
such
Retirement (or such different period as the Committee shall
prescribe).
|
|
6.8.
|
Other
Provisions.
The Option Agreements evidencing Awards under the Plan shall contain
such
other terms and conditions not inconsistent with the Plan, as the
Committee may determine.
|
|
7.
|
RESTRICTED
SHARES.
The Committee may award Restricted Shares to any eligible Employee,
Director, Office Holder or Consultant, including under Section 102
of the
Israeli Tax Ordinance. Each Award of Restricted Shares under this
Plan
shall be evidenced by a written agreement between the Company and
the
Grantee (the “Restricted
Shares Agreement”),
in such form as the Committee shall from time to time approve, which
Restricted Shares Agreement shall comply with and be subject to the
following terms and conditions, unless otherwise specifically provided
in
such Agreement:
|
|
7.1.
|
Number
of Shares &Type.
Each Restricted Shares Agreement shall state the number of Restricted
Shares to be subject to an Award. With respect to Restricted Shares
granted under Section 102, the Restricted Shares Agreement shall
also
state whether the Restricted Shares were granted as an Approved 102
Shares
pursuant to capital gains treatment or income treatment or whether
the
Restricted Shares were granted as Unapproved 102
Shares.
|
|
7.2.
|
Restrictions.
Restricted Shares may not be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of, except by will or the laws
of
descent and distribution, for such period as the Committee shall
determine
from the date on which the Award is granted (the “Restricted
Period”).
The Committee may also impose such additional or alternative restrictions
and conditions on the Restricted Shares, as it deems appropriate
including
the satisfaction of performance criteria. Such performance criteria
may
include, without limitation, sales, earnings before interest and
taxes,
return on investment, earnings per share, any combination of the
foregoing
or rate of growth of any of the foregoing, as determined by the Committee.
Certificates for Shares issued pursuant to Restricted Shares Awards
shall
bear an appropriate legend referring to such restrictions, and any
attempt
to dispose of any such Shares in contravention of such restrictions
shall
be null and void and without effect. During the Restricted Period,
such
certificates shall be held in escrow by an escrow agent appointed
by the
Committee, or, if a Restricted Share Award is made pursuant to Section
102, by the Trustee until the Grantee will transfer the Shares from
trust
or sell the Shares whichever is the earlier. In determining the Restricted
Period of an Award the Committee may provide that the foregoing
restrictions shall lapse with respect to specified percentages of
the
awarded Shares on successive anniversaries of the date of such Award.
Notwithstanding anything to the contrary above and in addition thereto,
to
the extent required by the Israeli Tax Ordinance or the ITA of the
State
of Israel, the Restricted Shares issued pursuant to Section 102 of
the
Israeli Tax Ordinance shall be issued to the Trustee and the Restricted
Shares shall be held for the benefit of the Grantee for a period
of not
less than the holding period required under the Israeli Tax
Ordinance.
|
|
7.3.
|
Adjustment
of Performance Goals.
The Committee may adjust performance goals to take into account changes
in
law and accounting and tax rules and to make such adjustments as
the
Committee deems necessary or appropriate to reflect the inclusion
or the
exclusion of the impact of extraordinary or unusual items, events
or
circumstances. The Committee may also adjust the performance goals
by
reducing the amount to be received by any Grantee pursuant to an
Award if
and to the extent that the Committee deems it
appropriate.
|
|
7.4.
|
Forfeiture.
Subject to such exceptions as may be determined by the Committee,
if the
Grantee's continuous employment or Director, Office Holder, service
provider or Consultant relationship with the Company, or any Affiliated
Company, shall terminate for any reason prior to the expiration of
the
Restricted Period of an Award, any Shares remaining subject to
restrictions (after taking into account the provisions of Section
7.6)
(“Unvested
Restricted Shares”)
shall thereupon be forfeited by the Grantee and transferred to, and
reacquired by, the Company or an Affiliated Company at no cost to
the
Company or Affiliated Company, subject to all applicable law. Upon
consummation of the forfeiture of such Unvested Restricted Shares,
the
Grantee’s rights with respect to such Shares including inter alia the
right to receive dividends with respect to such Shares shall lapse
and
shall be of no further force and effect. Vested Restricted Shares
are not
subject to Forfeiture.
|
|
7.5.
|
Ownership.
During the Restricted Period the Grantee shall possess all incidents
of
ownership of such Shares, subject to Section
7.2.
|
|
7.6.
|
Accelerated
Lapse of Restrictions.
Upon the occurrence of any of the events listed in Section 11.2 and
subject to Section 11.3, all restrictions then outstanding with respect
to
Restricted Shares awarded hereunder shall automatically expire and
be of
no further force and effect. The Committee shall have the authority
(and
the Restricted Share Agreement may so provide) to cancel all or any
portion of any outstanding restrictions prior to the expiration of
the
Restricted Period with respect to any or all of the Restricted Shares
awarded on such terms and conditions as the Committee shall deem
appropriate.
|
For
purposes of interpreting this Section 7, a Director's service as a member of
the
Board or the services of an Office Holder, as the case may be, shall be deemed
to be employment with the Company.
| 8. |
102
SHARE OPTIONS; 102 SHARES.
|
|
8.1.
|
Options
and/or Shares granted pursuant to this Section 8 are intended to
constitute 102 Share Options or 102 Shares respectively, and subject
to
Section 102 of the Israeli Tax Ordinance as amended, the general
terms and
conditions specified in Section 6
hereof and other provisions of the Plan, except for said provisions
of the
Plan applying to Options and Shares under a different tax law or
regulation, shall apply. The Company may designate Options or Shares
granted to Employees, Directors and Office Holders pursuant to Section
102
as Approved 102 Options, Approved 102 Shares, Unapproved 102 Options
or
Unapproved 102 Shares which may be granted simultaneously. The Company
shall indicate in the Notice of Share Option Grant or the Notice
of
Restricted Shares Award given to each Grantee whether the grant of
any
particular 102 Share Option or 102 Share is granted as Approved 102
Option
or Approved 102 Share pursuant to capital gains (honi)
treatment or income (pairoti)
treatment or as Unapproved 102 Option/Unapproved 102 Share, pursuant
to a
decision of the Committee. The Company’s election of the type of Approved
102 Options or Approved 102 Shares as capital gains (honi)
treatment or income (pairoti)
treatment (the “Election”),
shall be appropriately filed with the ITA before the Date of Grant
of an
Approved 102 Option or Approved 102 Share. Such Election shall become
effective beginning the first Date of Grant of an Approved 102 Option
or
Approved 102 Share under this Plan and shall remain in effect until
the
end of the year following the year during which the Company first
granted
Approved 102 Options or Approved 102 Shares. The Election shall obligate
the Company to grant only the type of Approved 102 Option or Approved
102
Share it has elected, and shall apply to all Grantees who were granted
Approved 102 Options or Approved 102 Shares during the period indicated
herein, all in accordance with the provisions of Section 102(g) of
the
Israeli Tax Ordinance.
|
|
8.2.
|
Approved
102 Options and Approved 102 Shares, which shall be granted under
the
Plan, and/or any Shares allocated or issued upon exercise of such
Approved
102 Options, and/or other shares received subsequently following
any
realization of rights, including without limitation bonus shares,
shall be
allotted or issued to the Trustee and held for the benefit of the
Grantees
for such period of time as required by Section 102, or such other
period
as may be required by the ITA, during which Approved 102 Shares and
Approved 102 Options granted or Shares issued by the Company must
be held
in Trustee for the benefit of the person to whom they were granted
or
issued (the “Holding
Period”).
In case the requirements for Approved 102 Options and Approved 102
Shares
are not met, then the Approved 102 Options or Approved 102 Shares
may be
treated as Unapproved 102 Options or Unapproved 102 Shares, all in
accordance with the provisions of Section 102.
|
|
8.3.
|
Notwithstanding
anything to the contrary, subject to the provisions of Section 8.6
below,
the Trustee may release such Approved 102 Options and Approved 102
Shares
and any such Shares, provided that (i) the Trustee has received an
acknowledgment from the ITA that the Grantee has paid any applicable
tax
due pursuant to the Israeli Tax Ordinance or (ii) the Trustee and/or
the
Company and/or its Affiliated Company withholds any applicable tax
due
pursuant to the Israeli Tax Ordinance arising from Approved 102
Options/Approved 102 Shares which were granted to him and/or any
Shares
allocated or issued upon exercise of such
Options.
|
|
8.4.
|
Notwithstanding
anything to the contrary, the Grantee shall not be entitled to receive
from the Company and/or the Trustee any Approved 102 Shares or any
Shares
allotted or issued upon exercise of Approved 102 Options prior to
the full
payment of the Grantee’s tax liabilities arising from Approved 102
Shares/Approved 102 Options, which were granted to him and/or any
Shares
allocated or issued upon exercise of such Options. For the avoidance
of
doubt, neither the Company nor the Trustee shall be required to release
any share certificate to the Grantee until all payments required
to be
made by the Grantee have been fully
satisfied.
|
|
8.5.
|
Each
Approved 102 Option and Approved 102 Share (whether a capital gains
treatment or ordinary income treatment, as applicable) shall be subject
to
the relevant terms of Section 102 and the Israeli Tax Ordinance,
which
shall be deemed an integral part of the Approved 102 Option and Approved
102 Share and which shall prevail over any term contained in the
Plan or
Option Agreement or the Restricted Share Agreement not consistent
therewith. Any provision of the Israeli Tax Ordinance and any approvals
by
the Income Tax Commissioner not expressly specified in this Plan
or Option
Agreement or the Restricted Share Agreement which are necessary to
receive
or maintain any tax benefit pursuant to the Section 102 shall be
binding
on the Grantee. The Grantee granted an Approved 102 Option or Approved
102
Share shall comply with the Israeli Tax Ordinance and the terms and
conditions of the Trust Agreement entered into between the Company
and the
Trustee. Further, the Grantee agrees to execute any and all documents,
which the Company and/or its Affiliated Company and/or the Trustee
may
reasonably determine to be necessary in order to comply with the
Israeli
Tax Ordinance.
|
|
8.6.
|
With
respect to any Approved 102 Option and Approved 102 Share, subject
to the
provisions of Section 102, a Grantee shall not sell or release from
trust
any Approved 102 Share or any Share received upon the exercise of
an
Approved 102 Option and/or any share received subsequently following
any
realization of rights, including without limitation, bonus shares,
until
the lapse of the Holding Period required under Section 102.
Notwithstanding the above, if any such sale or release occurs during
the
Holding Period, it will result in adverse tax ramifications to the
Grantee
under Section 102, which shall apply to and shall be borne solely
by such
Grantee.
|
|
8.7.
|
In
the event a stock dividend is declared on Approved 102 Shares or
Shares
which derive from Options granted as Approved 102 Option, such dividend
shall also be subject to the provisions of this Section 10 and the
Holding
Period for such dividend shares shall be measured from the commencement
of
the Holding Period for the Shares with respect to which the dividend
was
declares.
|
|
8.8.
|
If
an Option granted as an Approved 102 Option is exercised during the
Holding Period, the Shares issued upon such exercise shall be issued
in
the name of the Trustee for the benefit of the Grantee (unless otherwise
approved by the Committee). If such an Option is exercised after
the
Holding Period ends, the Shares issued upon such exercise shall,
at the
election of the Grantee, either (i) be issued in the name of the
Trustee,
or (ii) be transferred to the Grantee directly, provided that the
Grantee
first complies with all applicable provisions of the
Plan.
|
|
8.9.
|
To
avoid doubt, the foregoing provisions of this Section 8 relating
to
Approved 102 Option and Approved 102 Share shall not apply with respect
to
Unapproved 102 Option and Unapproved 102 Share, which shall, however,
be
subject to the relevant provisions of Section
102.
|
|
8.10.
|
Upon
receipt of Approved 102 Option or Approved 102 Share, at the request
of
the Trustee, Grantee will sign an undertaking to release the Trustee
from
any liability in respect of any action or decision duly taken and
bona
fide executed in relation with the Plan, or any Approved 102 Share
or
Approved 102 Option or share granted to him thereunder.
|
|
8.11.
|
With
respect to Unapproved 102 Option or Unapproved 102 Share, if the
Grantee
ceases to be employed by the Company or any Affiliated Company, the
Grantee shall extend to the Company and/or its Affiliated Company
a
security or guarantee for the payment of tax due at the time of sale
of
Shares, all in accordance with the provisions of Section
102.
|
| 9. |
3(i)
SHARE OPTIONS.
|
Options
granted pursuant to this Section 9 are intended to constitute 3(i) Share Options
and shall be subject to the general terms and conditions specified in Section
6
hereof
and other provisions of the Plan, except for said provisions of the Plan
applying to Options under a different tax law or regulation.
|
10.
|
OTHER
SHARE-BASED AWARDS.
The Committee may grant other Awards under the Plan pursuant to which
Shares (which may, but need not, be Restricted Shares pursuant to
Section
7
hereof) are or may in the future be acquired, or Awards denominated
in
share units, including units valued on the basis of measures other
than
market value. The Committee may also grant share appreciation rights
without the grant of an accompanying option, which rights shall permit
the
Grantees to receive, at the time of any exercise of such rights,
cash
equal to the amount by which the Fair Market Value of all Shares
in
respect to which the right was granted exceeds the Exercise Price
thereof.
Such other share based Awards may be granted alone, in addition to,
or in
tandem with any Award of any type granted under the plan and must
be
consistent with the purposes of the Plan.
|
| 11. |
EFFECT
OF CERTAIN CHANGES.
|
|
11.1.
|
General.
In the event of a subdivision of the outstanding share capital of
the
Company, any payment of a share dividend (distribution of bonus shares),
a
recapitalization, a reorganization (which may include a combination
or
exchange of shares), a consolidation, a share split, a spin-off or
other
corporate divestiture or division, a reclassification or other similar
occurrence, the Committee shall make appropriate adjustments in one
or
more of (i) the number of Shares available for Awards, (ii) the number
of
such Shares covered by outstanding Awards, and (iii) the Exercise
Price
per Share covered by the Awards, all as determined by the Committee
in its
sole discretion whose determination in that respect shall be final,
binding and conclusive; provided, however, that any fractional Shares
resulting from such adjustment shall be rounded down to the nearest
whole
Share. Except as expressly provided herein, no issuance by the Company
of
shares of any class, or securities convertible into shares of any
class,
shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or exercise price of Shares subject to an
Option.
|
|
11.2.
|
Merger
and Sale of Company.
In the event of (i) a sale of all or substantially all of the assets
of
the Company; or (ii) a sale (including an exchange) of all or
substantially all of the share capital of the Company; or (iii) the
merger, consolidation, amalgamation or like transaction of the Company
with or into another corporation resulting in fifty percent (50%)
or more
of the outstanding voting power of the Company's securities being
held by
parties other than the shareholders of the Company immediately prior
to
such transaction (all such transactions being herein referred to
as a
“Merger/Sale”),
then, without the Grantee’s consent and action
-
|
|
11.2.1.
|
The
Committee in its sole discretion will use reasonable efforts to cause
that
any Award then outstanding be assumed or an equivalent Award shall
be
substituted by such successor corporation (or, in such event that
such
transaction is effected through a subsidiary, the parent of such
successor
corporation), under substantially the same terms as the Award, provided
that the Committee may determine in its discretion whether an Award
has
been properly assumed or substituted, and provided further however,
that
in the event that the consideration to the shareholders of the Company
in
such Merger/Sale consists, in whole or in part, of cash or any
consideration other than shares of the successor corporation, the
Committee may determine in its discretion that the Award will be
assumed
or substituted by an equivalent award exercisable solely into shares
of
the successor corporation with a value equal to the value of the
Shares
issuable under the Award with such value to be determined by the
Committee, which may, in its discretion, rely on independent valuation
obtained from a third party selected by the Committee in good faith;
and
|
|
11.2.2.
|
In
such case that such successor corporation or other entity does not
agree
to assume the Award or to substitute an equivalent Award and, if
the Award
is an Option (“Option
Award”),
then the Committee may, in lieu of such assumption or substitution
of the
Option Award, either (i) provide for the Grantee to have the right
to
exercise the part of the Option Award which is exercisable as of
the
closing of such Merger/Sale, under such terms and conditions as the
Committee shall determine or such other greater portion of the Option
Award (including un-exercisable Awards) as determined by the Committee,
or
(ii) provide for the cancellation of each outstanding Option Award
at the
closing of said ▇▇▇▇▇▇/Sale, against payment to the Grantee of an
amount
in cash equal to (a) the fair market value of each Share covered
by the
Option Award that has vested as of the date of the Merger/Sale, as
reflected under the terms of the Merger/Sale and as determined by
the
Committee, that may, in its discretion, rely on independent valuation
obtained from a third party selected by the Committee in good faith,
minus
(b) the Exercise Price of each Share covered by the Option Award
that has
vested as of the date of the Merger/Sale. Any Option not exercised
at the
closing of the Merger/Sale shall be cancelled and be of no further
force
and effect.
|
|
11.2.3.
|
Notwithstanding
the foregoing, in the event of a Merger/Sale, the Committee may determine
in its sole discretion that upon completion of such Merger/Sale,
the terms
of any Award be otherwise amended and modified, as the Committee
shall
deem in good faith to be appropriate, and if an Option Award, that
the
Option Award shall confer the right to purchase any other security
or
asset, or any combination thereof, or that its terms be otherwise
amended
or modified, as the Committee shall deem in good faith to be appropriate,
provided that any such determination shall not adversely effect the
rights
attached to the Shares.
|
|
11.3.
|
Reservation
of Rights.
Except as expressly provided in this Section 11, the Grantee of an
Award
hereunder shall have no rights by reason of any subdivision or
consolidation of shares of any class or the payment of any bonus
shares or
any other increase or decrease in the number of shares of any class
or by
reason of any dissolution, liquidation, Merger/Sale, or consolidation,
divestiture or spin-off of assets or shares of another company; and
any
issue by the Company of shares of any class, or securities convertible
into shares of any class, shall not effect, and no adjustment by
reason
thereof shall be made with respect to, the number or price of Shares
subject to an Award. The grant of an Award pursuant to the Plan shall
not
affect in any way the right of power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structures or to merge or to consolidate or to dissolve, liquidate
or
sell, or transfer all or part of its business or assets or engage
in any
similar transactions.
|
|
12.
|
NON-TRANSFERABILITY
OF AWARDS; SURVIVING BENEFICIARY.
All Awards granted under the Plan shall not be transferable otherwise
than
by will or by the laws of descent and distribution, and Awards may
be
exercised or otherwise realized, during the lifetime of the Grantee,
only
by the Grantee or by his guardian or legal representative, to the
extent
provided for herein. Shares issued upon an exercise of Options may
be
freely transferred, subject to applicable laws and the other provisions
of
this Plan and the Option Agreement and the Restricted Share Agreement.
A
Grantee may file with the Committee a written designation of a beneficiary
on such form as may be prescribed by the Committee and may, from
time to
time, amend or revoke such designation. If no designated beneficiary
survives the Grantee, the executor or administrator of the Grantee's
estate shall be deemed to be the Grantee's
beneficiary.
|
|
13.
|
APPLICATION
OF FUND.
The proceeds received by the Company from the sale of Shares pursuant
to
Options granted under the Plan will be used for general corporate
purposes
of the Company or any related company thereof or as otherwise determined
by the Company.
|
| 14. |
AGREEMENT
BY GRANTEE REGARDING TAXES.
|
|
14.1.
|
Any
tax consequences arising form the grant or exercise of an Option,
from the
payment for Shares covered thereby, from the release of Shares from
the
Trustee, from the sale of the Shares or the expiration of the Restricted
Period or from any other event or act (of the Company and/or its
Affiliated Company, and/or the Trustee and/or the Grantee) (each
a
“Tax
Event”),
hereunder, shall be borne solely by the Grantee. The Company and/or
its
Affiliated Company and/or the Trustee shall withhold taxes according
to
the requirements under the applicable laws, rules, and regulations,
including withholding taxes at source. Furthermore, the Grantee shall
agree to indemnify the Company and/or its Affiliated Company and/or
the
Trustee 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 Grantee.
|
|
14.2.
|
The
receipt of these Options or Restricted Shares and the acquisition
of the
Shares to be issued upon the exercise of the Options may result in
tax
consequences. The description of tax consequences set forth in this
Plan
does not purport to be complete. THE GRANTEE IS ADVISED TO CONSULT
WITH A
TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR
EXERCISING THE OPTIONS/SHARES.
|
|
14.3.
|
Each
Grantee shall notify the Company in writing within ten (10) days
after the
date such Grantee first obtains knowledge of any tax bureau inquiry,
audit, assertion, determination, investigation, or question relating
in
any manner to the value of Shares or Awards granted or received hereunder,
and each Grantee agrees to any settlement, closing or other similar
agreement in connection with the foregoing. Upon request, a Grantee
shall
provide to the Company any information or document relating to any
event
described in the preceding sentence, which the Company (in its sole
discretion) requires in order to calculate and substantiate any change
in
the Company’s tax liability as a result of such
event
|
|
15.
|
RIGHTS
AS A SHAREHOLDER; VOTING AND DIVIDENDS.
Subject to Section 7.5, a Grantee or a transferee of an Award in
accordance with Section 12
shall have no rights as a shareholder with respect to any Shares
covered
by the Award until the date of the issuance of a share certificate
to him
for such Shares, or, in the case of 102 Share Options (if such Share
Options are being held by a Trustee), until the date of the issuance
of a
share certificate to the Trustee for his benefit. No adjustment shall
be
made for dividends (ordinary or extraordinary, whether in cash, securities
or other property) or distribution of other rights for which the
record
date is prior to the date such share certificate is issued, except
as
provided in Section 11.1
hereof. The Company may restrict or otherwise regulate the rights
to
transfer or dispose of any shares covered by an Award (including,
without
limitation, any limitations set forth herein, in the Option Agreement
and
in the Company’s Articles of Association, as in effect from time to time,
and subject to any applicable taxation on distribution of dividends,
and
when applicable subject to the provisions of Section
102).
|
|
16.
|
NO
VOTING RIGHTS IN TRUSTEE.
The Trustee shall not use the voting rights vested in any shares
held by
the Trustee and shall not exercise said right in any way whatsoever,
except in cases when, at his discretion and after consulting with
the
Committee, the Trustee believes that the said rights should be exercised
for the protection of the optionees as a minority among the Company
shareholders.
|
|
17.
|
NO
RIGHTS TO EMPLOYMENT.
Nothing in the Plan or in any Award granted, Option Agreement or
Restricted Share Agreement entered into pursuant hereto shall confer
upon
any Grantee the right to continue in the employ of, or in a Consultant,
Director, Office Holder or service provider relationship with, the
Company
or any Affiliated Company or to be entitled to any remuneration or
benefits not set forth in the Plan or such Agreement or to interfere
with
or limit in any way the right of the Company or any such Affiliated
Company to terminate such Grantee's employment. Awards granted under
the
Plan shall not be affected by any change in duties or position of
a
Grantee as long as such Grantee continues to be employed by, or in
a
Consultant, service provider, Office Holder or Director relationship
with,
the Company or any Affiliated
Company.
|
|
18.
|
NO
REPRESENTATION BY COMPANY.
By approving the Awards, the Company shall not, and shall not be
deemed
as, granting any representation or warrants to the Grantee regarding
the
Company, its business affairs, its prospects or the future value
of its
Shares.
|
| 19. |
APPROVAL.
|
|
19.1.
|
The
Plan shall take effect upon its adoption by the Board (the: “Effective
Date”)
and shall terminate on the tenth anniversary of such date. Notwithstanding
the foregoing, in the event that approval of the Plan by the shareholders
of the Company is required under applicable law, in connection with
the
application of certain tax treatment or pursuant to applicable share
exchange rules or regulations or otherwise, such approval shall be
obtained within the time required under the applicable
law.
|
|
19.2.
|
Without
derogating from section 19.1 above, and in addition thereto, the
Plan
shall be approved by the shareholders of the Company, which approval
shall
be received within twelve (12) months following the Effective Date
of the
Plan. All and any grants of Options to Grantees under the Plan as
of the
Effective Date shall be subject to the said shareholders
approval.
|
|
20.
|
PERIOD
DURING WHICH AWARDS MAY BE GRANTED.
Awards may be granted pursuant to the Plan from time to time within
a
period of ten (10) years from the date the Plan is adopted by the
Board.
Anything herein to the contrary notwithstanding, but without derogating
from the provisions of Section 6.6 hereof, if any Option, or any
part
thereof, has not been exercised and the Shares covered thereby not
paid
for within seven (7) years after the date on which the Option was
granted,
as set forth in the Notice of Grant in the Grantee’s Option Agreement (or
any other period set forth in the instrument granting such Option
pursuant
to Section 6), such Option, or such part thereof, and the right to
acquire
such Shares shall terminate, all interests and rights of the Grantee
in
and to the same shall expire. In the case of Shares held in trust,
the
Grantee shall elect whether to release such Shares form trust or
sell the
Shares, thereby realizing a tax event, and upon such release or sale
such
trust shall expire.
|
|
21.
|
AMENDMENT
AND TERMINATION OF THE PLAN.
The Plan shall expire on the date, which is ten (10) years from the
date
of its adoption by the Board (except as to Options outstanding on
the
expiration date). The Board at any time and from time to time may
suspend,
terminate, modify or amend the Plan. Except as provided in Section
11.1
hereof, no suspension, termination, modification or amendment of
the Plan
may adversely affect any Award previously granted, unless the written
consent of the Grantee is obtained.
|
Notwithstanding
anything to the contrary above and in addition thereto, the Board may also,
but
need not, require that the Company’s shareholders approve any other amendments
to this Plan. Without derogating from the above, no amendment of this Plan
shall
be effective unless approved by the shareholders of the Company within twelve
(12) months before or after the adoption of the amendment by the Board if such
approval is required, including but not limited to, any amendment that will
increase the number of Shares reserved under the Plan, except as provided in
Section 5 of the Plan.
|
22.
|
NON-EXCLUSIVITY
OF THE PLAN.
Neither the adoption of the Plan by the Board, nor the submission
of the
Plan to shareholders of the Company for approval (to the extent required
under applicable law), shall be construed as creating any limitations
on
the power or authority of the Board to adopt such other or additional
incentive, or other compensation arrangements, of whatever nature,
as the
Board may deem necessary or desirable, or preclude or limit the
continuation of any other plan, practice or arrangement for the payment
of
compensation or fringe benefits to employees generally, or to any
class or
group of employees, which the Company, or any Affiliated Company,
now has
lawfully put into effect, including, without limitation, any retirement,
pension, savings and share purchase plan, insurance, death and disability
benefits and executive short-term or long-term incentive
plans.
|
|
23.
|
GOVERNING
LAW.
The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of Israel, provided however
that the tax treatment and the tax rules and regulations applying
to the
grant of Options to Grantees in any specific jurisdiction shall be
the
local tax laws of such jurisdiction. The competent courts of Tel
Aviv
Israel shall have sole jurisdiction in any matters pertaining to
the Plan.
|
No
Awards
shall be issued or delivered under the Plan unless and until there shall have
been compliance with all applicable requirements of all laws in Israel and
any
other jurisdiction in which Awards may be granted under the Plan and until
all
applicable listing requirements of any stock exchange or authority on which
Shares are then listed for trading is fulfilled.
|
24.
|
MARKET
STAND-OFF.
If
so requested by the Company or any representative of the underwriters
(the
“Managing
Underwriter”)
in connection with any registration of the offering of any securities
of
the Company under the securities laws of any jurisdiction, the Grantee
shall not sell or otherwise transfer any Shares or other securities
of the
Company during a 180-day period or such other period as may be requested
in writing by the Managing Underwriter and agreed to in writing by
the
Company (the “Market
Standoff Period”)
following the effective date of registration statement of the Company
filed under such securities laws. The Company may impose stop transfer
instructions with respect to securities subject to the foregoing
restrictions until the end of such Market Standoff
Period.
|
|
25.
|
RULES
PARTICULAR TO SPECIFIC COUNTRIES.
Notwithstanding anything herein to the contrary, the terms and conditions
of the Plan may be amended with respect to a particular country by
means
of an appendix to the Plan, and to the extent that the terms and
conditions set forth in any appendix conflict with any provisions
of the
Plan, the provisions of the appendix shall govern. Terms and conditions
set forth in the Appendix shall apply only to Options issued to Grantees
under the jurisdiction of the specific country that is the subject
of the
appendix and shall not apply to Options issued to Grantees not under
the
jurisdiction of such country. The adoption of any such appendix shall
be
subject to the approval of the
Board.
|
| 26. |
MISCELLANEOUS.
|
|
26.1.
|
Each
Award under the Plan may contain such other terms and conditions
not
inconsistent with the Plan (unless permitted hereunder), as may be
determined by the Committee, in its sole discretion. If any provision
of
the Plan, any Options Agreement or any Restricted Share Agreement,
shall
be determined to be illegal or unenforceable by any court of law
in any
jurisdiction, the remaining provisions hereof and thereof shall be
severable and enforceable in accordance with their terms, and all
provisions shall remain enforceable in any other jurisdiction.
|
|
26.2.
|
With
respect to words used in this Plan, the singular form shall include
the
plural form, the masculine gender shall include the feminine gender,
as
the context requires. The use of captions in this Plan or any Options
Agreement or Restricted Share Agreement is for the convenience of
reference only, and shall not affect the meaning of any provision
of the
Plan or such agreement.
|