Exhibit 4.8
OPTION AGREEMENT
Made and entered into in Ra'anana on the ___ day of ___________, by and between:
NOVANET SEMICONDUCTOR LTD.
4 Hacharoshet St., Ra'anana 43657 Israel
(the "Company")
of the first part
and
[ ]
the "Grantee"
of the second part
WHEREAS the Company has decided to grant options in favor of the Grantee to
purchase ordinary share(s) having a par value of NIS 0.01 each of the
Company, under and in accordance with the Employee Shares Option Plan
(hereinafter the "Plan"), adopted by the Board on December 22, 1998
and amended on July 19, 2000;
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NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND MUTUAL COVENANTS AND
AGREEMENTS HEREIN CONTAINED, THE PARTIES AGREE AS FOLLOWS:
1. PREAMBLE AND INTERPRETATION
1.1 The Preamble to this Option Agreement and the Appendices
attached hereto form an integral part hereof.
1.2 The captions of clauses in this Option Agreement are intended
solely for convenience and will have no meaning in the
interpretation of this Option Agreement.
1.3 All the capitalized terms not defined shall have the meaning
given to them in the Plan, unless the context clearly
indicates to the contrary.
2. THE PLAN
This Option Agreement is subject to the provisions of the Plan (as may
be amended from time to time), which shall be deemed an integral part
hereof, and the grant of the Options, the exercise thereof and all the
other terms in connection therewith shall be in accordance with and
pursuant to the terms of the Plan. The Grantee hereby undertakes to
comply with the terms of the Plan.
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3. GRANT OF OPTIONS
After the execution of this Option Agreement and provided the Grantee
shall sign the Documents, the Company shall issue to the Trustee in
favor of the Grantee [ ]( ) Options in accordance with and pursuant to
the terms of the Plan (the "Grantee's Options").
The Documents shall include the documents attached hereto as Schedules
A and B, and any other documents as the Company may deem necessary.
4. EXERCISE OF OPTIONS
4.1 The right of the Grantee to exercise Options granted in his
favor, shall be vested with him as follows:
4.1.1 If the Grantee's employment with the Company was
terminated for any reason before the lapse of 1 (one)
year from the Start Date - such Grantee shall not be
entitled to any Options whatsoever.
4.1.2 If the Grantee remained in the employ of the Company
for a period of not less than 1 (one) year from the
Start Date - the Grantee shall be entitled to
exercise _____% of all the Options granted in his
favor.
4.1.3 If the Grantee remained in the employ of the Company
for a period of not less than 2 (two) years from
the Start Date - the Grantee
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shall be entitled to exercise ___% of all the Options
granted in his favor.
4.1.4 If the Grantee remained in the employ of the Company
for a period of not less than 3 (three) years from
the Start Date - the Grantee shall be entitled to
exercise ___% of all the Options granted in his
favor.
For the purpose of this Section 4.1 the "Start Date" shall
mean __________.
4.2 The Options which are vested with the Grantee in accordance
with Section 4.1 above, may be exercised by the Grantee, only
during the Exercise Period, in accordance with and pursuant to
the terms of the Plan and the Ordinance.
5. THE EXERCISE PRICE
The Exercise Price for each Option shall be $_______.
6. MISCELLANEOUS
6.1 The invalidity or unenforceability of any provisions herein
shall not affect the validity or enforceability of the balance
hereof.
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6.2 The Plan and this Option Agreement represents the entire
undertaking by the Company regarding the subject matter and
supersedes all prior undertakings with respect thereto. In
case of any inconsistency between the provisions of the Plan
and this Option Agreement, the provisions of the Plan shall
prevail.
6.3 No provision hereof shall be waived or discharged except by a
written document signed by a duly authorized representative of
the Company.
6.4 The failure of the Company at any time or times to require
performance of any provision hereof shall in no manner affect
the right of the Company at a later time to enforce the same.
No waiver by the Company of the breach of any of the terms or
covenants contained in this Option Agreement, whether by
conduct or otherwise, in any one or more instances, shall be
deemed to be, or construed as, a further or continuing waiver
of any breach, or a waiver of the breach of any of the terms
or covenants contained in this Option Agreement.
7. NOTICES
All notices given by one Party to the other hereunder will be given in
writing, and will be deemed to have been delivered to the addressee
immediately on its delivery if delivered by hand or upon transmission
if sent by facsimile and
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confirmed by written reply by facsimile immediately thereafter, or
within seven (7) business days after being sent by registered mail, as
per the addresses indicated hereinabove, or such other address or
facsimile number as a Party may thereafter give by written notice to
the other Party to this Option Agreement.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS OPTION AGREEMENT TO BE
DULY EXECUTED ON THE DAY AND YEAR FIRST WRITTEN ABOVE.
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Grantee Company
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