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EXHIBIT 99.4
ACCORD NETWORKS, LTD.
2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1. Purpose. The purpose of the Accord Networks, Ltd. 2000 Non-Employee
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Director Stock Option Plan (the "Plan") is to advance the interests of Accord
Networks, Ltd. (the "Company") by encouraging ownership of the Company's
ordinary shares, and such other securities of the Company as may be substituted
for such shares pursuant to Section 6 hereof (the "Shares") by certain non-
employee directors of the Company, thereby giving such directors an increased
incentive to devote their efforts to the success of the Company.
2. Administration. Grants of options under this Plan are automatic and
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shall be made subject to and in accordance with the Israeli Companies Ordinance
(New Version) 5743-1983 or any other law or statute replacing it. This Plan is
intended to be a "formula plan" for purposes of Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and shall be interpreted
accordingly. The Board of Directors of the Company, or a committee thereof, has
authority to interpret the Plan and otherwise administer the plan in accordance
with its terms.
3. Eligibility. Except as provided otherwise in this Section 3, options
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under the Plan shall be granted in accordance with Section 5 to each Non-
Employee Director (as defined below) of the Company; provided that Shares remain
available for grant hereunder in accordance with Section 4. For purposes of
this Plan, a "Non-Employee Director" shall mean each member of the Company's
Board of Directors who is not an employee of the Company or of any affiliate of
the Company. A Non-Employee Director to whom an option is granted under the
Plan shall be referred to hereinafter as a "Grantee."
4. Shares Subject to Plan. The Shares subject to the Plan shall be
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authorized but unissued or reacquired Shares. Subject to adjustment in
accordance with the provisions of Section 6 of the Plan, the maximum number of
Shares for which options may be granted under the Plan shall be 200,000, and the
initial adoption of the Plan by the Board of Directors of the Company and the
approval of the Plan by the shareholders of the Company shall constitute a
reservation of 200,000 authorized but unissued, or reacquired, Shares for
issuance only upon the exercise of options granted under the Plan. In the event
that any outstanding option granted under the Plan for any reason expires or is
terminated prior to the end of the period during which options may be granted
under the Plan, the Shares allocable to the unexercised portion of such option
may again be subject in whole or in part to any option granted under the Plan.
5. Terms and Conditions of Options. Options granted pursuant to the Plan
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shall be evidenced by Stock Option Agreements in such form as may be approved by
the Board of Directors, which agreements shall be duly executed and delivered on
behalf of the Company. The Stock Option Agreements shall contain such terms,
provisions and conditions not inconsistent with the Plan as may be determined by
the Board. The options shall be granted in compliance with and subject to the
following terms and conditions:
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(a) Grant. Each Non-Employee Director of the Company shall be granted an
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option to purchase 25,000 Shares, subject to adjustment as provided in Section
6, on the later of (i) the date of approval of the Plan by the Company's
shareholders, or (ii) the date such person first becomes a Non-Employee
Director. In addition, as of the day following the first annual meeting of
the Company's shareholders that occurs more than one year after the person first
becomes a Non-Employee Director and on the day following each subsequent annual
meeting of the Company's shareholders, if such person is serving as a Non-
Employee Director as of such date, such Non-Employee Director shall be granted
an option to purchase 2,500 Shares, subject to adjustment as provided in Section
6. Each such day that options are to be granted under the Plan is referred to
hereinafter as a "Grant Date."
If on any Grant Date, Shares are not available under this Plan to grant to
Non-Employee Directors the full amount of a grant contemplated by the
immediately preceding paragraph, then each Non-Employee Director shall receive
an option (a "Reduced Grant") to purchase Shares in an amount equal to the
number of Shares then available under the Plan divided by the number of Non-
Employee Directors as of the applicable Grant Date. Fractional Shares shall be
ignored and not granted.
If a Reduced Grant has been made and, thereafter, during the term of this
Plan, additional Shares become available for grant (e.g., because of the
forfeiture or lapse of an option), then each person who was a Non-Employee
Director both on the Grant Date on which the Reduced Grant was made and on the
date additional Shares become available (a "Continuing Non-Employee Director")
shall receive an additional option to purchase Shares. The number of newly
available Shares shall be divided equally among the options granted to the
Continuing Non-Employee Directors; provided, however, that the aggregate number
of Shares subject to a Continuing Non-Employee Director's additional option plus
any prior Reduced Grant to the Continuing Non-Employee Director on the
applicable Grant Date shall not exceed 2,500 Shares (subject to adjustment
pursuant to Section 6). If more than one Reduced Grant has been made, available
options first shall be granted with respect to the earliest such Grant Date.
(b) Option Exercise Price. The option exercise price for each option
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granted under the Plan shall be the Fair Market Value (as defined below) of the
Shares subject to the option on the date of grant of the option. For purposes
of the Plan, the "Fair Market Value" on any date, means:
(i) If the Shares are listed on a U.S national securities exchange or
the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq
Stock Market, their Fair Market Value shall be the closing sales price for
such Shares (or the closing bid, if no sales were reported) as quoted on
such exchange or system for the last market trading day prior to the time
of determination, as reported in The Wall Street Journal or such other
source as the Administrator (as defined herein) deems reliable. The
Administrator is defined as the Board of Directors or a Committee appointed
by the Board, subject to the Articles of Association of the Company as
shall be in effect from time to time, which Committee shall be constituted
to comply with all applicable laws;
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(ii) If the Shares are listed on the Tel Aviv Stock Exchange, but are
not traded on a U.S national securities exchange or the Nasdaq National
Market or The Nasdaq Small Cap Market, their Fair Market Value shall be the
closing sales price for such Shares (or the closing bid if no sales were
reported) as quoted on such exchange for the last market trading day prior
to the time of determination, as reported in Globes, HaAretz or such other
source as the Administrator deems reliable;
(iii) If the Shares are regularly quoted by a recognized securities
dealer but selling prices are not reported, their Fair Market Value shall
be the mean between the high bid and low asked prices for the Shares on the
last market trading day prior to the day of determination, or;
(iv) In the absence of an established market for the Shares, the Fair
Market Value thereof shall be determined in good faith by the Board.
(c) Medium and Time of Payment. The option price shall be payable in full
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upon the exercise of an option in cash or in such other form as shall be
determined by the Company at or after the date of grant. To the extent
permitted under Regulation T of the Federal Reserve Board, and subject to
applicable securities laws, options may be exercised through a broker in a so-
called "cashless exercise" whereby the broker sells the option Shares and
delivers cash sales proceeds to the Company in payment of the exercise price.
(d) Term. Each option granted under the Plan shall, to the extent not
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previously exercised, terminate and expire on the date ten (10) years after the
date of grant of the option, unless earlier terminated as provided hereinafter
in Section 5(g).
(e) Vesting and Exercisability. Each option granted under this Plan shall
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vest (become exercisable) in equal annual installments over the four-year period
following the Date of Grant.
Notwithstanding the foregoing, in the event of a Change in Control (as
hereinafter defined) of the Company, the options shall become fully vested and
exercisable. For purposes of the Plan and any options granted hereunder, a
"Change in Control" means and includes each of the following:
(i) The acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the 1934 Act) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act)
of 25% or more of the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); provided, however,
that for purposes of this subsection (i), the following acquisitions shall
not constitute a Change of Control: (1) any acquisition by a Person who is
on January 1, 2000 the beneficial owner of 25% or more of the Outstanding
Company Voting Securities, (2) any acquisition directly from the Company,
(3) any acquisition by the Company, (4) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or
any corporation controlled by the Company, or (5) any acquisition by any
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corporation pursuant to a transaction which complies with clauses (1), (2)
and (3) of subsection (ii) of this definition; or
(ii) Consummation of a reorganization, merger or consolidation or sale or
other disposition of all or substantially all of the assets of the Company
(a "Business Combination"), in each case, unless, following such Business
Combination, (1) all or substantially all of the individuals and entities
who were the beneficial owners of the Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly
or indirectly, more than 50% of the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to
such Business Combination of the Outstanding Company Voting Securities, and
(2) no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the Company
or such corporation resulting from such Business Combination) beneficially
owns, directly or indirectly, 25% or more of the combined voting power of
the then outstanding voting securities of such corporation except to the
extent that such ownership existed prior to the Business Combination, and
(3) at least a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members of the
Company's Board of Directors at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Business
Combination; or
(iii) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
(f) Method of Exercise. All options granted under the Plan shall be
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exercised by an irrevocable written notice directed to the Secretary of the
Company at the Company's principal place of business on a form approved by the
Company. Unless the exercise is a broker-assisted "cashless exercise" as
described in Section 5(c), such written notice shall be accompanied by payment
in full of the option price for the Shares for which such option is being
exercised. The Company shall make delivery of certificates representing the
Shares for which an option has been exercised within a reasonable period of
time; provided, however, that the Company shall have no obligation to deliver
any certificate or certificates upon exercise of an option until one of the
following conditions shall be satisfied: (i) the shares with respect to which
the option has been exercised are at the time of the issue of such shares
effectively registered under applicable federal and state securities laws as now
in force or hereafter amended, or (ii) counsel for the Company shall have given
an opinion that such shares are exempt from registration under Federal and state
securities laws as now in force or hereafter amended; and the Company has
complied with all applicable laws and regulations with respect thereto,
including without limitation all regulations required by any stock exchange upon
which the Company's outstanding Shares are then listed. If any further law,
regulation or agreement requires the Company to take any action with respect to
the Shares for which an option has been exercised before the issuance thereof,
then the date of
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delivery of such Shares shall be extended for the period necessary to take such
action. Certificates representing Shares for which options are exercised under
the Plan may bear such restrictive legends as may be necessary or desirable in
order to comply with applicable securities laws. Nothing contained in the Plan
shall be construed to require the Company to register any Shares underlying
options granted under this Plan.
(g) Effect of Termination of Directorship or Death.
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(i) Termination of Directorship. Upon termination of any Grantee's
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membership on the Board of Directors of the Company for any reason other
than for Cause or death, the options held by the Grantee under the Plan
shall terminate ninety (90) days following the date of termination of the
Grantee's membership on the Board of Directors or, if earlier, on the date
of expiration of the options as provided by Section 5(d) of the Plan. If
the Grantee's membership on the Board of Directors is terminated for Cause
(as defined herein), all options granted to such Grantee shall expire upon
such termination. The term "Cause" as used herein shall include, but shall
not be limited to, gross neglect of duty, engaging in any activity which is
in conflict with or adverse to the business or other interests of the
Company, willful misconduct on the part of Grantee, misfeasance or
malfeasance of duty causing a violation of any law which is reasonably
determined to be detrimental to the Company, and breach of a fiduciary duty
owed to the Company.
(ii) Death. In the event of the death of a Grantee, the Grantee's
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personal representatives, heirs or legatees (the "Grantee's Successors")
may exercise the options held by the Grantee on the date of death, upon
proof satisfactory to the Company of their authority. The Grantee's
Successors must exercise any such options within one (1) year after the
Grantee's death and in any event prior to the date on which the options
expire as provided by Section 5(d) of the Plan. Such exercise otherwise
shall be subject to the terms and conditions of the Plan.
(h) Transferability of Options. Any option granted pursuant to the Plan
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shall be assignable or transferable by the Grantee by will, by the laws of
descent and distribution, or pursuant to a domestic relations order that would
satisfy Section 414(p)(1)(A) of the Internal Revenue Code of 1986, as amended,
if such provision applied to an option under the Plan. In addition, any option
granted pursuant to the Plan shall be transferable by the Grantee to any of the
following permitted transferees, upon such reasonable terms and conditions as
the Board of Directors may establish: any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-
in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-
in-law, including adoptive relationships, any person sharing the Grantee's
household (other than a tenant or employee), a trust in which these persons (or
the Grantee) have more than fifty percent of the beneficial interests, a
foundation in which these persons (or the Grantee) control the management of
assets, and any other entity in which these persons (or the Grantee) own more
than fifty percent of the voting interests, any partnership in
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which the Grantee is a partner, the employer of the Grantee, and an entity in
which the Grantee serves as a director.
(i) Rights as Shareholder. Neither the Grantee nor the Grantee's
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Successors shall have rights as a shareholder of the Company with respect to
Shares covered by the Grantee's option until the Grantee or the Grantee's
Successors become the holder of record of such Shares.
(j) No Grants after Ten Years. No options shall be granted except within a
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period of ten (10) years after the effective date of the Plan.
6. Adjustments Upon Changes in Capitalization; Business Transactions.
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(a) In the event of a corporate transaction involving the Company
(including, without limitation, any stock dividend, stock split, extraordinary
cash dividend, recapitalization, reorganization, merger, consolidation, split-
up, spin-off, combination or exchange of shares), the authorization limits under
Section 4 shall be adjusted proportionately, and the Board may adjust options to
preserve the benefits or potential benefits of the options. Action by the Board
may include: (i) adjustment of the number and kind of shares which may be
delivered under the Plan; (ii) adjustment of the number and kind of shares
subject to outstanding options; (iii) adjustment of the exercise price of
outstanding options; and (iv) any other adjustments that the Board determines to
be equitable. Without limiting the foregoing, in the event a stock dividend or
stock split is declared upon the Ordinary Shares, the authorization limits under
Section 4 shall be increased proportionately, and the Ordinary Shares then
subject to each option shall be increased proportionately without any change in
the aggregate purchase price therefor.
(b) In the event of a Change in Control of the Company, each option granted
under the Plan which is outstanding but unvested as of the effective date of the
Change in Control shall become exercisable pursuant to Section 5 hereof. In
addition, the Board shall make appropriate provision in order to preserve but
not exceed the value of outstanding options, for the continuation of all
outstanding options by substituting on an equitable basis for the shares then
subject to such options the consideration payable with respect to the
outstanding Ordinary Shares in connection with the Change in Control. In the
event the Stock shall be changed into or exchanged for a different number or
class of shares of stock or securities of the Corporation or of another
corporation, whether through reorganization, recapitalization, reclassification,
share exchange, stock split-up, combination of shares, merger or consolidation,
there shall be substituted for each such share of Stock then subject to each
Award the number and class of shares into which each outstanding share of Stock
shall be so exchanged, all without any change in the aggregate purchase price
for the shares then subject to each Award, or, subject to Section 15.2, there
shall be made such other equitable adjustment as the Committee shall approve.
7. Effective Date and Termination of Plan.
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(a) Effective Date. The Plan shall become effective upon approval of the
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same by the Board of Directors of the Company, and the shareholders of the
Company.
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(b) Termination. The Plan shall terminate on the second day following the
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2010 annual meeting of shareholders of the Company, but the Board of Directors
may terminate the Plan at any time prior to such date. The Board of Directors
may, at any time and from time to time, amend or modify the Plan without
shareholder approval; provided, however, that: (i) the Board may condition any
amendment or modification on the approval of shareholders of the Company if such
approval is necessary or deemed advisable with respect to tax, securities or
other applicable laws, policies or regulations; and (ii) that the Board may not
without approval by the shareholders of the Company, increase the maximum number
of Ordinary Shares as to which options may be granted under the Plan (except by
adjustment pursuant to Section 6 herein) or extend the termination date of the
Plan. No amendment modification or termination of the Plan shall adversely
affect the rights of the Grantees who have outstanding options without the
consent of such Grantees.
8. No Obligation to Exercise Option. The granting of an option shall
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impose no obligation upon the Grantee to exercise such option.
The foregoing is hereby acknowledged as being the Accord Networks Ltd. 2000
Non-Employee Director Stock Option Plan as adopted by the Board of Directors of
the Company on January 26, 2000.
ACCORD NETWORKS LTD.
By: /s/ Jules L. DeVigne
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Its: Chief Executive Officer
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