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Exhibit 10.2
CAMTEK LTD.
INCENTIVE STOCK OPTION PLAN
1. DEFINITIONS
As used herein the following terms shall have the meanings hereinafter
set forth, unless the context clearly indicates to the contrary.
(A) the "COMPANY" - Camtek Ltd.
(B) "BOARD" - the Board of Directors of the Company.
(C) "SHARE(S)" - Ordinary Shares of the Company, each with a par value
of NIS 0.01.
(D) "OPTION(S)" - an Option or Options granted within the framework of
this Plan each of which imparts the right to purchase one Share
per Option.
(E) "GRANTEE" - an employee of the Company to whom Options are granted
or to whom the Company decides to grant Options.
(F) "PLAN" - the Company's Employee Share Option Plan as provided
hereunder, and as may be amended from time to time by the Board,
as set forth hereinbelow.
(G) "OPTION AGREEMENT" - the Agreement to be executed between the
Company and the Grantee under which Option(s) are to be granted.
(H) "VESTED OPTION(S)" - that portion of the Options which the Grantee
is entitled to exercise in accordance with the provisions of
Section 8.2 of the Plan or the provisions of the Option Agreement
executed with such Grantee.
(I) the "EXERCISE PERIOD" - the period during which the Vested Options
may be exercised, as provided in Section 8.3 of the Plan.
(J) "EXERCISE PRICE" - the price which the Grantee must pay to
exercise each Option.
(K) "EXERCISED SHARES" - the Shares issued upon the exercise of the
Options.
(L) the "TRUSTEE" - the custodian appointed by the Company for the
purposes of this Plan.
(M) "INCENTIVE STOCK OPTION(S)" - as defined in Section 7 hereto.
(N) "INCENTIVE STOCK OPTION GRANTEE" - as defined in Section 7 hereto.
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2. THE PLAN
2.1 PURPOSE - The purpose and intent of the Plan is to grant to
selected employees of the Company and of the Company's
subsidiaries, an opportunity to purchase Shares of the Company by
way of granted Options and to provide an additional incentive to
such employees to remain in the employ of the Company and the
Company's subsidiaries, to encourage the sense of proprietorship
of such employees, and to stimulate the active interest of such
employees in the success of the Company and the Company's
subsidiaries.
2.2 EFFECTIVE DATE - The Board has resolved to adopt and authorize the
Plan and has resolved that it shall enter into effect commencing
1.9.97.
2.3 SUNSET DATE - The Plan shall be valid and in effect for a period
of ten (10) years and shall expire on 31.8.2007.
3. ADMINISTRATION
3.1 The Plan shall be administered by the Board or by a committee
appointed by the Board.
3.2 The Board shall have sole and full discretion and sole authority
to administer the Plan and all actions related thereto, including
to perform any and all of the following from time to time and at
any time:
3.2.1 to determine the Company's and the Company's subsidiaries'
employees in favor of whom the Options shall be granted,
the number of Options to be granted in favor of each
employee, the Exercise Price thereof, and the conditions
under which such Options may be exercised;
3.2.2 to interpret the Plan;
3.2.3 to determine the terms of the Option Agreements;
3.2.4 to perform any action required or advisable for the
administration of the Plan;
3.2.5 to prescribe, amend, modify (including by adding new terms
and rules), and to rescind and terminate the Plan or any of
its terms.
3.3 Any amendment or modification of the Plan, if any, shall be
applicable to the relationship between the Grantee and the
Company, including under the Option Agreements and the amendment
or modification shall be deemed to have been included in the Plan
and the Option Agreements, ab initio, unless the amendment or
modification adversely affects the rights of a Grantee under the
Vested Options.
4. ELIGIBILITY
In determining the employees in favor of whom Options are to be
granted, the number of Options to be granted and the terms of the
Options, the Board may take into account the nature of the
services rendered by the respective employee, his present and
future
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potential and contribution to the Company's success, and any other
data the Board may deem relevant.
5. RESERVED SHARES
The total number of Options to be granted to the Grantees pursuant to the
Plan shall be determined from time to time by the Board.
The Company shall at all times reserve such number of authorized but
unissued Shares which equals the number of Shares to which all of the
then outstanding Options may be converted upon exercise.
6. GRANT OF OPTIONS AND ISSUANCE OF SHARES IN TRUST
6.1 The Options shall be granted in favor of the Grantee for no
consideration.
6.2 The Options and the Grantee's rights thereunder shall be subject
to the execution of an Option Agreement between the Company and
the Grantee, which Option Agreement shall set forth the terms and
conditions of the Options, as determined by the Company, including
without limitation, the number of Options granted thereunder, the
terms of exercise thereof (including the Exercise Price) and any
other term the Board may deem necessary.
6.3 In addition, the Options shall be subject to the execution of all
the documents necessary in order to comply with all applicable tax
laws (hereinafter: the "TAX LAWS"), and all other documents
required by the Company, (the Option Agreement and said documents
shall be hereinafter referred to as: the "DOCUMENTS").
6.4 The Company shall provide the Grantee with the Documents for
signature after the Board adopts a resolution to grant Options in
favor of such Grantee, and the Company shall sign such Documents
after they have been duly signed and returned by such Grantee.
It is hereby clarified that the execution of the said Documents by
the Grantee does not exempt the Grantee from signing any other
document as may be required by the Company at a later stage.
6.5 During the Restricted Period (as defined below) and until the
underlying Shares are released (as provided below), the Options
granted hereunder shall be held by the Trustee and the Exercised
Shares shall be issued to the Trustee, and both shall be
registered in the name of the Trustee, who shall hold the Options
and/or the Exercised Shares in trust for an aggregate period of at
least two (2) years commencing from the date the Option
documentation is deposited with the Trustee (hereinafter: the
"RESTRICTED PERIOD"), and then continuing until such time as they
are released, as hereinafter provided.
7. AWARD OF INCENTIVE STOCK OPTIONS
The Board may, from time to time and subject to the provisions of the
Plan and such other terms and conditions as the Board may prescribe,
grant to any participant in the Plan one or
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more "incentive stock options" (intended to qualify as such under the
provisions of section 422 of the Internal Revenue Code of 1986, as
amended) ("Incentive Stock Options") to purchase for cash the number of
Shares allotted by the Board. The maximum number of Shares that may be
issued under this Section 7 is 50,000. The date an Incentive Stock Option
is granted shall mean the date selected by the Board as of which the
Board allots a specific number of shares to a participant pursuant to the
Plan. Notwithstanding the foregoing, Incentive Stock Options shall not be
granted to any owner of 10% or more of the total combined voting power of
the Company and its subsidiaries.
Without derogating from anything to the contrary contained herein, it is
hereby clarified that a resolution of the Board with the following effect
shall require shareholder approval: (I) increasing the maximum number of
Shares that may be issued under this Section 7; (II) extending the period
during which an Incentive Stock Option may be granted or exercised; (III)
extending the term of this Incentive Stock Option Plan; or (IV) changing
the class of employees who are eligible to participate in this Incentive
Stock Option Plan.
7.1 INCENTIVE STOCK OPTION AGREEMENTS.
The grant of an Incentive Stock Option shall be evidenced by a
written Incentive Stock Option Agreement, executed by the Company
and the holder of an Incentive Stock Option (the "INCENTIVE STOCK
OPTION GRANTEE"), stating the number of Incentive Stock Options to
be granted and the other terms referred to in Section 6.2 of the
Plan, and in such form as the Board may from time to time
determine.
7.2 INCENTIVE STOCK OPTION PRICE.
The exercise price of the Incentive Stock Options shall be 100% of
the fair market value of a share of Shares on the date the
Incentive Stock Option is granted. For as long as the Company's
shares are traded on Nasdaq, said fair market value shall be as
determined by the closing value of the Shares listed on Nasdaq at
the closing of the last previous day of trading.
7.3 MAXIMUM AMOUNT OF INCENTIVE STOCK OPTION GRANT.
The aggregate value of Shares vesting in any calendar year to the
benefit of any one Grantee pursuant to an Incentive Stock Option,
shall not exceed US $100,000, such value measured by the fair
market value of such shares on the date of grant of the Option
pursuant to Section 7.2 above.
7.4 APPLICABILITY OF STOCK OPTIONS SECTIONS.
All Sections of this Plan shall apply equally to Incentive Stock
Options, mutatis mutandis, to the extent not inconsistent with the
express provisions of this Section 7. Said sections are
incorporated by reference in this Section 7 as though fully set
forth herein.
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8. TERMS OF OPTIONS
8.1 Except as otherwise provided, the amount of Options and the
Exercise Price for each Grantee shall be determined by the Board
and shall be specified in the Option Agreement; provided however,
that in no event shall the Exercise Price of (a) any Option be
less than the par value price of the Shares; and of (b) any
Incentive Stock Option be less than the fair market value of the
Shares on the date of the grant of the Options, as set forth in
Section 7.2 above.
8.2 Unless otherwise determined by the Board with respect to any
specific Grantee, the right of a Grantee to exercise the Options
granted in such Grantee's favor during the Exercise Period shall
be vested with such Grantee as follows:
(a) If the Grantee remains in the employ of the Company or its
subsidiaries for a period of not less than 2 years from the
date of the resolution of the Board regarding the issuance
of the Options to the Grantee (hereinafter: the "Date of
the Grant") - the Grantee shall be entitled to exercise 50%
of all the Options granted in such Grantee's favor.
(b) If the Grantee remains in the employ of the Company or its
subsidiaries for a period of not less than 3 years from the
Date of Grant - the Grantee shall be entitled to exercise
75% of all the Options granted in such Grantee's favor.
(c) If the Grantee remains in the employ of the Company or its
subsidiaries for a period of not less than 4 years from the
Date of Grant - the Grantee shall be entitled to exercise
100% of all the Options granted in such Grantee's favor.
In the event that the employment of the Grantee is terminated for
any reason (including due to death or disability), all of the
Options granted in his favor which are not yet Vested Options
shall immediately expire and terminate, shall become null and void
and shall not entitle the Grantee to any right in or to the
Company.
8.3 EXERCISE PERIOD
8.3.1 Each Vested Option shall remain exercisable until the lapse
of two years following the later of : (I) the vesting date
of such Options, or (II) the date of the initial public
offering of the Company's shares on Nasdaq. '
8.3.2 Notwithstanding the abovesaid, a Grantee shall also be
entitled to exercise the Vested Options immediately prior
to the closing of a transaction, the nature of which is the
sale of all of the shares of the Company by the
shareholders, upon receipt of the Company's notice
specifying such date. It is hereby clarified that in any
event, upon the closing of such a transaction, the
non-Vested Options shall expire and terminate and become
null and void and shall not entitle the Grantee to any
right in or to the Company. In the event the Grantee does
not exercise all of the Vested Options on the date
specified by the Company, the remaining Vested Options
shall expire and terminate and become null and void on the
closing date of the abovementioned transaction and shall
not entitle the Grantee to any right in or toward the
Company.
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8.4 Vested Options may be exercised at one time or from time to
time during the Exercise Period, but only by the Trustee, after
the Trustee shall have received written instructions from the
Grantee, accompanied by the full payment of the Exercise Price for
the Vested Options then being exercised, by personal check or
cashier's check payable to the order of the Company (the written
instructions accompanied by the full payment shall be referred to
hereinafter as: the "EXERCISE NOTICE"). The Trustee shall exercise
such Vested Options with respect to which the Exercise Notice was
given, by giving the Company, at its principal office, written
notice of intent to exercise such Vested Options, accompanied by
the Exercise Notice; provided however, that in case payment is
made by personal check (and not by cashier's check), the Options
shall not be considered as exercised, and the Company shall not
issue the Exercised Shares in respect thereof, until the personal
check shall have been fully honored by the bank on which it was
drawn.
8.5 The Exercised Shares shall be issued in the name of the Trustee
who shall hold same until their release as hereinafter provided.
8.6 A Grantee whose employment with the Company was terminated for any
reason (including death or disability) shall be entitled only to
the Shares which were previously exercised and the Vested Options,
and the remaining Options (i.e. non-Vested) shall expire and
terminate and become null and void and shall not entitle the
Grantee to any right in or to the Company.
9. TRANSFERABILITY
9.1 The Options and all rights related thereto shall not be
assignable, transferable, subjected to an attachment, lien or
encumbrance of any kind.
9.2 Notwithstanding the abovesaid, the Vested Options shall be
transferable by will or intestacy, provided that the Company
receives written notice thereof, accompanied by a certified copy
of the Will or Intestacy Order and/or other evidence deemed
acceptable by the Board, and accompanied by the transferee(s)
written consent to the provisions and rules of the Tax Laws, the
Plan, and the Option Agreement.
9.3 Following the exercise of the Vested Options, the Exercised Shares
shall be transferable after the Restricted Period, subject to all
applicable securities regulations and lock-up provisions. Further,
to the extent that applicable law provides for concurrent payment
of taxes by the transferor upon transfer, the Exercised Shares
shall only be transferable once payment of all taxes required to
be paid in connection with a sale or transfer of Exercised Shares
shall have been made to the tax assessor, confirmation of same
shall have been received by the Trustee or the Company, and the
conditions set forth in Section 9 hereunder shall have been
fulfilled.
9.4 "'Without derogating from the abovesaid, in the event the
shareholders of the Company (not including shareholders who
purchased shares under an employee share option plan)
(hereinafter: the "SELLING SHAREHOLDERS") intend to sell all of
their shares in the Company, and to the effect that the Grantee
was asked to do so by the majority of the Selling Shareholders
(which majority shall be determined according to the pro rata
share of each Selling Shareholder of the issued share capital of
the Company), the Grantee
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shall be obligated to join the sale and sell his Shares, under the
same conditions as the Selling Shareholders are selling their
shares, and if requested by the purchasers of such sale, at the
purchaser's sole discretion, the Grantee shall sell to the
purchasers the Vested Options, under the same terms, as if the
Grantee had exercised same immediately prior to the sale.
10. RELEASE
upon the lapse of the Restricted Period, the Trustee may, pursuant to the
written request of the Grantee, release and transfer the Exercised Shares
to the Grantee, or to any third party to whom the Grantee wishes to sell
the Exercised Shares, as indicated in the Grantee's written notice,
provided however that all the following conditions will have been
fulfilled prior to such transfer: (I) payment to the tax assessor of all
taxes required to be paid upon the release and transfer of the Exercised
Shares and confirmation of same received by the Trustee; and (II) receipt
by the Trustee of written confirmation issued by the Company to the
Trustee stating that all requirements for said release and transfer have
been fulfilled according to the terms of the Articles, the Tax Laws, the
Plan and the Option Agreement. The date on which the Exercised Shares
shall be released and transferred to the Grantee shall hereinafter be
referred to as the "DATE OF RELEASE".
11. TERMINATION
11.1 Notwithstanding anything to the contrary herein, any Option
granted in favor of a Grantee not exercised by such Grantee within
the Exercise Period and in strict accordance with the terms of the
Plan and the Option Agreement, shall, upon the lapse of the
Exercise Period, immediately expire and terminate, become null and
void, and shall not entitle the Grantee to any right in, or toward
the Company in connection with same, and all interests and rights
of the Grantee, in and to same, shall expire.
11.2 Notwithstanding anything to the contrary herein, upon the issuance
of a court order declaring the bankruptcy of a Grantee, or the
appointment of a receiver or a provisional receiver for a Grantee,
or over his assets, or any part thereof, or upon making a general
assignment for the benefit of his creditors, any Option issued and
registered in favor of such Grantee which was not yet exercised by
the Grantee shall immediately expire and terminate, become null
and void and shall not entitle the Grantee, his receiver,
successors, creditors or assignees, to any right in, or toward the
Company in connection with same, and all interests and rights of
the Grantee, his receiver, successors, creditors or assignees, in
and to same, if any, shall expire.
12. RIGHTS AS SHAREHOLDER
12.1 It is hereby clarified that a Grantee shall not, by virtue of the
Plan, the Option Agreement or any Option granted in favor of him
thereunder, have any of the rights of a shareholder with respect
to any Shares represented by the Options, until the Options have
been exercised.
Furthermore, except for the right to receive dividends as provided
in Section 13.1 hereinafter, the Grantee shall not have any rights
by virtue of the Exercised Shares until
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same shall have been transferred to the Grantee by registering
same in the Grantee's name, and only then shall the Grantee have
the rights of a shareholder with respect to the shares so
registered.
12.2 For so long as the Exercised Shares are held by the Trustee, the
Company shall consider only the Trustee as the owner of such
shares for all purposes whatsoever (including without limitation,
for the purpose of delivering notices); the Trustee, however,
shall not exercise the voting rights conferred by such Exercised
Shares in any way whatsoever, and shall not issue a proxy to any
person or entity to vote such shares.
12.3 The Grantee shall not have, and hereby waives the right to have,
by virtue of the Exercised Shares, any pre-emptive rights to
purchase, along with the other shareholders in the Company, a pro
rata portion of any securities proposed to be offered by the
Company prior to the offering thereof to any third party and any
rights of first refusal to purchase any securities of the Company
offered by the other shareholders of the Company.
13. DIVIDENDS AND BONUS SHARES
13.1 Cash dividends paid or distributed, if any, with respect to the
Exercised Shares held by the Trustee, shall be remitted directly
to the Grantee who is entitled to the Exercised Shares for which
the dividends are being paid or distributed.
13.2 All bonus shares to be issued by the Company, if any, with regard
to the Exercised Shares, shall, if the Exercised Shares are
registered to the Trustee, be registered in the name of the
Trustee and, if the Exercised Shares are registered to the
Grantee, be registered in the name of the Grantee. All provisions
applying to the Exercised Shares, shall apply to the bonus shares,
mutatis mutandis.
13.3 The Trustee shall transfer the said bonus shares upon the transfer
of the Exercised Shares with respect to which the bonus shares
were issued.
14. ADJUSTMENTS
The number of Shares to which each outstanding Option is exercisable,
shall be proportionately adjusted in the event of a reorganization of the
share capital of the Company by a stock split, reverse stock split,
combination or reclassification of the shares, as well as for a
distribution of bonus shares. Such adjustment shall be made by the Board,
whose determination in this matter shall be final and binding.
15. RIGHTS TO CHANGES
The Plan or the Option Agreement shall not affect, in any way, the
rights, powers or freedoms of the Company or its shareholders to make or
authorize: any sale, transfer or any change whatsoever in all or any part
of the Company's assets, obligations or business, or any other business,
commercial or corporate act or proceeding, whether of a similar character
or otherwise; any or all adjustments, recapitalizations, reorganizations
or other changes in the Company's capital structure or business; any
merger or consolidation of the Company; any issue of bonds, debentures,
shares (including preferred or prior preference shares ahead of or
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affecting the existing shares of the Company including the shares into
which the Options granted hereunder are exercisable or the Exercised
Shares or the rights thereof, etc.); or the dissolution or liquidation of
the Company; and none of the above acts or authorizations shall entitle
the Grantee to any right or remedy, including, without limitation, a
right of compensation for any dilution resulting from any issuance of any
shares or of any other securities in the Company to any person or entity
whatsoever.
16. NO EMPLOYMENT OBLIGATIONS
Nothing in the Plan, the Option Agreements or in any Option granted
hereunder shall guarantee the Grantee's employment in the Company and no
obligation of the Company as to the length of employment of the Grantee
or as to any other term of employment shall be implied by same; the
Company reserves the right to terminate the employment of any employee
pursuant to such employee's terms of employment and any law.
17. NO REPRESENTATION
The Company does not and shall not, through this Plan or through any
Option Agreement, make or be deemed to make any representation toward any
Grantee with regard to the Company, its business, its value or with
regard to the Company's shares in general, and the Exercised Shares in
particular, their value or rights.
The Grantee, upon entering the Option Agreement, represents and warrants
toward the Company, that his consent to the grant of the Options issued
in favor of him and their exercise (if so exercised), is, in no respect,
made on the basis of any representation or warranty made by the Company
or by any of its directors, officers, shareholders or employees, and is
made based only upon his examination and expectations of the Company, on
an "as is" basis. The Grantee waives any claim whatsoever of "non
conformity" of any kind or any other cause of action or claim of any kind
with respect to the Options and/or the Shares exercised thereupon.
18. TAX CONSEQUENCES
All tax consequences arising from the grant or exercise of any Option,
the payment for or the transfer of the Exercised Shares to the Grantee,
or from any other event or act (of the Company or the Grantee) hereunder,
shall be borne solely by the Grantee, and the Grantee shall indemnify the
Company and hold it harmless from and against any and all liability for
any such tax or interest or penalty.
The Company and the Trustee may withhold from any payment to which the
Grantee may be entitled to from the Company, the amount of the tax and/or
other mandatory payment the withholding of which is required with respect
to the Options and/or the Exercised Shares under any law.
19. SUBORDINATION
It is clarified that the Grant of the Options hereunder is subject to the
approval, if necessary, by the relevant tax authorities of the Plan and
the Trustee, in accordance with the Tax Laws. It is also clarified that
the Plan and the Option Agreement are subject to the provisions of the
Tax
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Laws which accordingly shall be deemed an integral part of each, and
which shall prevail over any term that is not consistent with the Tax
Laws.
