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EXHIBIT 10.3
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EXHIBIT 10.3
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CAMTEK LTD.
THE COMPANY'S EMPLOYEE SHARES 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 0.02.
(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 or a subsidiary 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 7.2 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 7.3 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 trustee appointed by the Company for the
purposes of this Plan.
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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.
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.
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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 potential
and contribution to the Company's and Company's subsidiaries' 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:
"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 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 the Exercised Shares in trust for the
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benefit of the Grantee for a period of AT LEAST TWO (2) YEARS
as of the date an Option letter is deposited with the Trustee
(as hereinafter defined) (hereinafter: the "Restricted
Period"), and until such time as they are released, as
hereinafter provided.
7. TERMS OF OPTION
7.1 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 be less
than the par value price of the Shares.
7.2 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 the Company's 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 the Company's subsidiaries for a period of not
less than 3 years from the Date of the 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 the Company's subsidiaries for a period of not
less than 4 years from the Date of the 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.
7.3 EXERCISE PERIOD
7.3.1 Each Vested Option shall be exercisable during a
two-year period beginning on the earlier of: (i) the
lapse of seven (7) years after the Date of Grant of
such Vested Option; or (ii) the date of issue of the
Company's shares on a stock exchange (in Israel or
elsewhere).
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7.3.2 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.
7.4 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 "Exercised
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.
7.5 The Exercised Shares shall be issued in the name of the
Trustee who shall hold same until their release as hereinafter
provided.
7.6 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.
8. TRANSFERABILITY
8.1 The Options and all rights related thereto shall not be
assignable, transferable, subjected to an attachment, lien or
encumbrance of any kind.
8.2 Notwithstanding the abovesaid, the Vested Options shall be
transferable by will or intestacy, provided that the Company
receives written notice thereof, accompanied by an original
copy of the Will or Intestacy Order and/or other
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evidence deemed acceptable by the Board, and accompany by the
transferee(s) written consent to the provisions and rules of
the Tax Laws, the Plan, and the Option Agreement.
8.3 Following the exercise of the Vested Options, the Exercised
Shares shall be transferable following the Restricted Period
only in accordance with the following terms:
(a) Until an initial public offering of the Company's
securities on a recognized stock exchange or NASDAQ -
provided that the transferee is not a competitor of
the Company.
(b) Until an initial public offering of the Company's
securities on a recognized stock exchange or NASDAQ -
the sale or transfer shall be subject to a right of
first refusal of the existing shareholders of the
Company at such time, and the provisions of the
Company's incorporation documents with regard to the
right of first refusal shall apply, mutatis mutandis.
(c) Payment of all taxes required to be paid in
connection with a sale or transfer of Exercised
Shares and/or Vested Options shall have been made to
the tax assessor, confirmation of same shall have
been received by the Trustee and the conditions set
forth in Section 9 hereunder shall have been
fulfilled.
8.4 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
shares capital of the Company), the Grantee 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.
9. 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
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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."
10. TERMINATION
10.1 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.
10.2 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.
11. RIGHTS AS SHAREHOLDER
11.1 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 12.1 hereinafter, the Grantee shall not
have any rights by virtue of the Exercised Shares until 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.
11.2 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,
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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.
11.3 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.
12. DIVIDENDS AND BONUS SHARES
12.1 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.
12.2 All bonus shares to be issued by the Company, if any, with
respect to the Exercised Shares, shall be registered in the
name of the Trustee and all provisions applying to the
Exercised Shares, shall apply to the bonus shares, mutatis
mutandis.
12.3 The Trustee shall transfer the said bonus shares upon the
transfer of the Exercised Shares with respect to which the
bonus shares were issued.
13. 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.
14. 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 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
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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.
15. 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.
16. 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.
17. 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.
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18. 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 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.
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