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EXHIBIT 99.1
Visiontech LTD.
COMPANY NO. ▇▇-▇▇▇▇▇▇-▇
3(9) SHARE OPTION AGREEMENT
To ____________
We are pleased to notify you that Visiontech Ltd. (the "COMPANY") hereby grants
to you, as of _________________ (the "GRANTING DATE"), options (the "OPTIONS")
to purchase ____________(_____________) Ordinary Shares, nominal value NIS 0.01
per share, of the Company (the "OPTION SHARES"), at the price of NIS ________
(______________________) per share (the "EXERCISE PRICE"). Upon the issuance of
the Shares and until IPO the Shares do not grant any voting rights or other
rights as a shareholder other than the right to receive dividends (the "OPTIONS
SHARES"). The Options are granted pursuant to Section 3(9) of the Israel Income
Tax Ordinance (New Version), as amended (the "ORDINANCE"), including the rules
promulgated thereunder (the "RULES"). The Options are subject to the terms and
conditions set forth below. The Options are granted to you pursuant to the
Employment agreement signed between you and the Company on _______________ (the
"EMPLOYMENT AGREEMENT").
1. EXECUTION OF OPTION AGREEMENT
The Options are granted to you as the Granting Date. However, the
execution hereof does not oblige you to exercise any of the Options.
2. TERM OF OPTIONS AND EXERCISE OF OPTIONS
2.1. The Options will be exercisable (i.e., vest), subject to the provisions
hereof:
2.1.1 _________ (_____________________) of the Options upon the
_____ month anniversary date of the Granting Date.
2.1.2 The remaining __________ (______________________) Options
(totaling 100% of the Options) shall be divided into _______
equal portions, where each portion shall be granted upon every
beginning of each month.
2.2. Subject to the provisions hereof, the vested Options shall be
exercisable by signing and returning to the Secretary of the
Company a Notice of Exercise in the form attached hereto as
Exhibit A. Upon exercise of the Options, in whole or in part,
each payment of the Exercise Price shall be in respect of a
whole number of Option Shares only and shall be effected by
cash payment or by a cashier's or certified check payable to
the order of the Company.
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2.3. If any law or regulation requires the Company to take any
action with respect to the Option Shares so demanded before
the issuance thereof, then the date of their issuance shall be
delayed to the extent necessary to take such action.
2.4. Vested options may only be exercised during the period ending
on the tenth anniversary of the Granting Date. Vested options,
which are not exercised within the period ending on the tenth
anniversary of the Granting Date, will expire and become null
and void.
2.5. Until such time as the Trustee, if appointed, transfers the
Option Shares to you under Section 5 hereof, you will not be
entitled to any rights as a shareholder of the Company in
respect of any Option Shares, including any right to vote by
virtue of such shares. Upon transfer to you of the Option
Shares by the Trustee as aforesaid, and thereafter, you will
be entitled only to receive dividends in respect of such
shares.
2.6. The Company may place a legend on each share certificate
delivered hereunder representing an Option Share, to the
effect that such shares were acquired pursuant to an
investment representation and are subject to limitations on
offers, transfers and sales, as provided hereunder.
3. DEATH OR DISABILITY; TERMINATION OF EMPLOYMENT AGREEMENT
Subject to the provisions of Section 4 hereof, if you should die or
become totally disabled during the term of the Employment Agreement, or
if your Employment Agreement shall be terminated for any reason other
than your death or Disability ("TERMINATION"), you, your estate or your
personal representative, as the case may be, shall have the right, for
a period of twelve (12) months from the date of your death or
disability, or for three (3) months from the date of Termination, as
the case may be, to exercise any vested, unexpired Options to the
extent not theretofore exercised, in accordance with Section 2.2
hereof. Any Options, which are not vested at the time of the
Termination or your death or disability, shall immediately expire and
be null and void.
4. TERMINATION FOR CAUSE
Notwithstanding, anything in Section 2 and 3 hereof to the contrary, if
the Employment Agreement shall be terminated by the Company or a
Subsidiary of the Company for Cause (as defined hereunder), all
unexercised Options granted to you (whether vested or not) under this
Agreement shall immediately expire and shall be null and void.
The term "Cause" shall mean (i) conviction of any felony involving
moral turpitude or affecting the Company; (ii) any refusal to carry out
a reasonable directive of the CEO which involves the business of the
Company or its affiliates and was capable of being lawfully performed;
(iii) embezzlement of funds of the Company or its affiliates; (iv) any
breach of fiduciary duties or duties of care to the
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Company; including without limitation disclosure of confidential
information of the Company; and (v) any conduct (other than conduct in
good faith) reasonably determined by the Board of Directors of the
Company to be materially detrimental to the Company.
5. TRUST
The Company may elect to appoint a trustee ("TRUSTEE") in the future,
in the sole discretion of the Company; in such an event:
5.1. The Trustee shall not transfer any Option Shares to you prior
to your exercise of the Options to which such Option Shares
relate.
5.2. Subject to Section 5.1 and upon your demand, the Trustee shall
release any Option Shares to you but only after (i) the
receipt by the Trustee of an acknowledgment from the Income
Tax Authority that you have paid any applicable tax due
pursuant to the Ordinance, or (ii) the Trustee withholds any
applicable tax due pursuant to the Ordinance and Rules.
5.3. You hereby undertake to exempt the Trustee from any liability
in respect of any action or decision duly taken and bona fide
executed in connection with any Option or Option Share granted
to you hereunder.
6. ASSIGNABILITY
Neither the Options nor the right to pay for the Option Shares and to
acquire certificates therefore, shall be assignable or transferable,
except to the extent permitted by testamentary disposition or pursuant
to the applicable laws of descent. During your lifetime such rights
shall be exercised only by yourself.
7. DISPUTES
Any dispute or disagreement which may arise under or as a result of or
pursuant to this Agreement shall be resolved by the Company's Board of
Directors in its sole discretion and any interpretation by the Board of
Directors of the terms of this Agreement shall be final, binding and
conclusive.
8. ADJUSTMENTS
8.1. In the event that the ordinary shares of the Company are
subdivided or combined into a greater or smaller number of
shares, as the case may be, or the ordinary shares of the
Company are exchanged for other securities of the Company,
appropriate adjustments shall be made to the Exercise Price
and/or to the number of Option Shares covered by the Options
to reflect such subdivision, combination or exchange.
8.2. In the event of a merger of the Company with or into another
corporation whereby the Company is not the surviving entity,
or the sale of all or
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substantially all of the assets or shares of the Company (a
"TRANSACTION"), while unexercised Options remain outstanding,
the Options shall be replaced by an appropriate number of
options to purchase shares of the surviving entity, which
shares shall have substantially the same terms as Option
Shares.
8.3. If the Company is liquidated or dissolved while unexercised
Options remain outstanding, then all such outstanding Options
may be exercised in full by you by giving notice in writing to
the Company of your intention to so exercise, as of the
effective date of any such liquidation or dissolution of the
Company, without regard to the vesting provisions hereof.
8.4. In the event that the Company issues any of its ordinary
shares or other securities as bonus shares upon or with
respect to any shares which are at the time subject to a right
of purchase by you hereunder, you shall be entitled, upon
exercising such right, to receive (if you so elect), in
addition to the Option Shares as to which you are exercising
such right, the number of bonus shares which you would have
received had you been the holder of the Option Shares as to
which you are exercising your right at all times between the
date of the granting of such right and the date of its
exercise and on the same terms and conditions as offered to
the other shareholders.
8.5. Except as provided in this Section 8, no adjustments shall be
made for dividends or other rights for which the record date
shall be prior to the issuance of a share certificate in
respect of an Option Share.
9. RIGHTS PRIOR TO EXERCISE OF OPTION; LIMITATIONS AFTER PURCHASE OF
SHARES
9.1. Subject to the provisions of Section 9.2 below, you will not
have any of the rights or privileges granted to a shareholder
of the Company with respect to any Option Shares, unless an
Option is exercised and you are registered as holder of such
Option Shares in the Company's register of members.
Furthermore, upon the issuance of the Option Shares and until
IPO the Option shares do not grant any voting rights or other
rights as a shareholder other than the right to receive
dividends.
9.2. With respect to all Option Shares (in contrary to unexercised
Options) issued upon the exercise of Options granted to you,
you will be entitled to receive dividends in accordance with
the quantity of such Shares, and subject to any applicable
taxation on distribution of dividends. During the period in
which Option Shares issued to the Trustee, if appointed, on
your behalf are held by the Trustee, the cash dividends paid
with respect thereto shall be paid directly to you.
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9.3. You acknowledge that if the Company's shares are registered
for trading in any public market, your right to sell Option
Shares may be subject to some limitations, as set forth by the
Company's underwriters. In such event, you will
unconditionally agree to any such limitations.
10. TAX CONSEQUENCES AND APPLICATION OF SECTION 3(9) OF THE ORDINANCE
10.1. You understand and acknowledge that any tax consequences
resulting from the grant or exercise of the Options, from
payment for shares underlying the Options or from any other
event or act relating to the Options or the Option Shares (by
the Company, any subsidiary of the Company, or yourself) shall
be borne solely by you.
10.2. You hereby agree and undertake to indemnify the Company and
the Trustee, if appointed, and hold each of them harmless
against and from any tax liability, including interest and
penalties thereon, which may be incurred as a result of the
granting or exercise of an Option or the issuance of Option
Shares pursuant to such Options, or otherwise arising out of
this Agreement.
10.3. In the event that a share dividend (bonus shares) is declared
on Option Shares, such shares shall be subject to the
provisions of this Agreement and the holding period for such
shares shall begin on the same date as the holding period for
the Option Shares with respect to which the dividend was
declared.
11. GOVERNING LAWS
This agreement shall be subject to, governed by and interpreted in
accordance with the laws of the State of Israel.
Sincerely yours,
Visiontech Ltd.
By: ____________________________
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I, the undersigned, am familiar with the terms and provisions hereof, and hereby
accept these Options subject to all of the terms and provisions thereof. I have
reviewed this Agreement in its entirety, had an opportunity to obtain the advice
of an independent counsel prior to executing this Agreement and fully understand
all provisions of the Agreement. I hereby accept the Agreement as binding.
Name:____________________________
Signature:______________________________
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EXHIBIT A
NOTICE OF EXERCISE OF VESTED OPTIONS
I, ___________________, ID no. _____________, hereby notify Visiontech Ltd. (the
"Company") that I elect to purchase __________ (______________________) ordinary
shares of the Company (the "Purchased Shares") at the option exercise price of
NIS ________ (________________________) per share (the "Exercise Price")
pursuant to the Options granted to me under my agreement with the Company.
Concurrent with the delivery of this Exercise Notice to the Company, I shall
hereby pay to the Company the Exercise Price for the Purchased Shares in
accordance with the provisions of my agreement with the Company and shall
deliver whatever additional documents may be required by such agreement as a
condition for exercise.
I am aware that the Company intends to issue additional shares in the future to
various entities and individuals, as the Company in its sole discretion shall
determine.
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Date
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Signature
Name:
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Address:
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