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Exhibit 10.38
VERISITY LTD.
THE 2000 ISRAELI SHARE OPTION PLAN
1. NAME
This Plan, as amended from time to time, shall be known as the Verisity
Ltd. 2000 Israeli Share Option Plan (the "ISOP").
2. PURPOSE OF THE ISOP
The ISOP is intended to provide an incentive to retain, in the employ of
Verisity Ltd. (the "Company") and its Subsidiaries, persons of training,
experience, and ability, to attract new employees, directors, consultants
and advisors whose services are considered valuable, to encourage the sense
of proprietorship of such persons, and to stimulate the active interest of
such persons in the development and financial success of the Company by
providing them with opportunities to purchase shares in the Company,
pursuant to the ISOP approved by the board of directors of the Company (the
"Board"). Options granted under the ISOP may or may not contain such terms
as will qualify such Options for the special tax treatment under Section
102 of the Israeli Income Tax Ordinance (New Version) 1961 (the
"Ordinance") and any regulations, rules, orders or procedures promulgated
thereunder, including but not limited to the Income Tax Rules (Tax Benefits
in Stock Issuance to Employees) 1989 (collectively "Section 102").
Options containing such terms as will qualify them for the special tax
treatment under Section 102 shall be referred to herein as "102 Options".
Options that do not contain such terms as will qualify them for the special
tax treatment under Section 102 shall be referred to herein as "3(i)
Options".
All Options granted hereunder, whether together or separately, shall be
hereinafter referred to as "Options".
The term "Subsidiary" shall mean for the purposes of the ISOP: any company
(other than the Company) in an unbroken chain of companies beginning with
the Company if, at the time of granting an option, each of the companies
other than the last company in the unbroken chain owns shares possessing
fifty percent (50%) or more of the total combined voting power of all
classes of shares in one of the other companies in such chain.
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3. ADMINISTRATION OF THE ISOP
The Board or a share option committee appointed and maintained by the Board
for such purpose (the "Committee") shall have the power to administer the
ISOP. Notwithstanding the above, the Board shall have residual authority if
no Committee shall be constituted or if such Committee shall cease to
operate for any reason whatsoever. The Board or such Committee shall be
referred to herein as the "Administrator".
The Committee shall consist of such number of members (not less than two
(2) in number, of whom at least one will be an External Director if and to
the extent required under the Israeli Companies Law, 5759 - 1999) as may be
fixed by the Board. The Committee shall select one of its members as its
chairman ("the Chairman") and shall hold its meetings at such times and
places as the Chairman shall determine. The Committee shall keep records of
its meetings and shall make such rules and regulations for the conduct of
its business as it shall deem advisable.
No member of the Administrator shall be prevented from receiving Options
under the ISOP by virtue of his or her service as a member, unless
otherwise specified herein.
To the extent permitted under any applicable law, the Administrator shall
have full power and authority (i) to designate participants (the
"Optionees"); (ii) to determine the terms and provisions of any respective
Option Agreement (which need not be identical) including, but not limited
to, the number of Shares (as defined below) to be covered by each Option,
the vesting periods in respect thereof including but without limitation
provisions concerning the time or times when and the extent to which the
Options may be exercised and the nature and duration of restrictions as to
transferability; (iii) to accelerate the right of an Optionee to exercise,
in whole or in part, any previously granted Option; (iv) to interpret the
provisions and supervise the administration of the ISOP; (v) to determine
the Fair Market Value (as defined below) of the Shares (as defined below);
(vi) to designate Options as 102 Options or 3(i)Options; (vii) to determine
any other matter which is necessary or desirable for, or incidental to
administration of the ISOP; and (viii) to appoint in its absolute
discretion the Trustee and replace it at any time in the future.
The Committee shall not be entitled to grant Options to the Optionees
however, it will be authorized to issue shares underlying Options which
have been granted by the Board and duly exercised pursuant to the
provisions hereof all in accordance with Section 112(a)(5) of the Israeli
Companies Law - 1999.
The Administrator shall have the authority to grant, in its discretion, to
the holder of an outstanding Option, in exchange for the surrender and
cancellation of such Option, a new Option having a purchase price equal to,
lower than or higher than the Purchase Price provided in the Option so
surrendered and canceled, and containing such other terms and conditions as
the Administrator may prescribe in accordance with the provisions of the
ISOP.
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All decisions and selections made by the Administrator pursuant to the
provisions of the ISOP shall be made by a majority of its members except
that no member of the Administrator shall vote on, or be counted for quorum
purposes, with respect to any proposed action of the Administrator relating
to any Option to be granted to that member. Notwithstanding the above, any
decision signed or agreed to in writing or by telex or facsimile by all of
the members of the Administrator, who are authorized to make such decision
shall be valid for every purpose as a resolution adopted at the
Administrator's meeting that was duly convened and held.
The interpretation and construction by the Administrator of any provision
of the ISOP or of any Option Agreement thereunder shall be final and
conclusive unless otherwise determined by the Board.
Subject to the Company's Articles of Association and the Company's
decision, and to all approvals legally required, including but not limited
to the provisions of the Israeli Companies Law - 1999, each member of the
Administrator shall be indemnified and held harmless by the Company against
any cost or expense (including counsel fees) reasonably incurred by him, or
any liability (including any sum paid in settlement of a claim with the
approval of the Company) arising out of any act or omission to act in
connection with the ISOP, unless arising out of such member's own fraud or
bad faith, to the extent permitted by applicable law. Such indemnification
shall be in addition to any rights of indemnification the member may have
as a director or otherwise under the Company's Articles of Association, any
agreement, any vote of shareholders or disinterested directors, insurance
policy or otherwise.
"Fair Market Value" means, with respect to the Shares and as of the date
that is relevant to such determination, the market price per share of such
Shares determined by the Administrator as follows:
(One) if the Shares are traded on a share exchange on the date in
question, then the Fair Market Value will be equal to the closing price
reported by the applicable composite-transactions report for such date;
(Two) if the Shares are traded over-the-counter on the date in question and
are classified as a national market issue, then the Fair Market Value
will be equal to the last-transaction price on the Nasdaq National
Market;
(Three) if the Shares are traded over-the-counter on the date in question
but are not classified as a national market issue, then the Fair Market
Value will be equal to the mean between the last reported representative
bid and asked prices quoted by Nasdaq for such date; and
(Four) if none of the foregoing provisions is applicable, then the Fair
Market Value will be determined by the Administrator in good faith on
such basis as it deems appropriate.
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4. DESIGNATION OF PARTICIPANTS
4.1 The persons eligible for participation in the ISOP as recipients of
Options shall include any employees, directors, consultants and
advisors of the Company or of any Subsidiary that now exists or
hereinafter is organized or acquired by the Company. The grant of an
Option hereunder shall neither entitle the Optionee to participate nor
disqualify him from participating in any other grant of Options
pursuant to the ISOP or any other option or stock plan of the Company
or any of its affiliates.
4.2 Anything in the ISOP to the contrary notwithstanding, all grants of
Options to directors and office holders shall be authorized and
implemented in accordance with the provisions of any applicable law,
including but not limited to the provisions of Israeli Companies Law -
1999 or any successor act or regulation, as in effect from time to
time.
5. TRUSTEE
The 102 Options which shall be granted under the ISOP and/or any Shares
issued upon exercise of such Options and/or other shares received
subsequently following any realization of rights, shall be allocated or
issued to a Trustee nominated by the Administrator, and approved in
accordance with the provisions of Section 102 (the "Trustee") and held for
the benefit of the Optionees. The 102 Options and any Shares received
subsequently following exercise of 102 Options, shall be held by the
Trustee for such period of time as required by Section 102 or any
regulations, rules or orders or procedures promulgated thereunder.
Anything to the contrary notwithstanding, the Trustee shall not release any
Options which were not already exercised into Shares by the Optionee or
release any Shares issued upon exercise of Options prior to the full
payment of the Optionee's tax liabilities arising from Options which were
granted to the Optionee and/or any Shares issued upon exercise of such
Options.
Upon receipt of the Option, the Optionee will sign an undertaking to
release the Trustee from any liability in respect of any action or decision
duly taken and bona fide executed in relation with the ISOP, or any Option
or Share granted to the Optionee thereunder.
6. SHARES RESERVED FOR THE ISOP; RESTRICTION THEREON
6.1 The Company has reserved Seven Hundred Thousand (700,000) authorized
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but unissued Ordinary Shares of NIS 0.01 par value each of the Company
(the "Shares") for the purposes of the ISOP, subject to adjustment as
set forth in Section 8 below. Any of such Shares which may remain
unissued and which are not subject to outstanding Options at the
termination of the ISOP shall cease to be reserved for the purpose of
the ISOP. Until termination of the ISOP the Company shall at all times
reserve sufficient number of Shares to meet the requirements of
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the ISOP. Should any Option for any reason expire or be canceled prior
to its exercise or relinquishment in full, the Shares therefore
subject to such Option may again be subject to an Option under the
ISOP.
6.2 Each Option granted pursuant to the ISOP, shall be evidenced by a
written agreement between the Company and the Optionee (the "Option
Agreement"), in such form as the Administrator shall from time to time
approve. Each Option Agreement shall state, inter alia, the number of
Shares to which the Option relates, the Purchase Price thereof and the
type of Option granted thereunder (whether 102 or 3(i)).
6.3 All Shares issued upon exercise of the Options in compliance with the
terms and conditions of the ISOP as well as the terms and conditions
of the Option Agreement pursuant to which the Options were granted
shall entitle the holder thereof to receive dividends and other
distributions thereon.
6.4 If in connection with any public offering of securities of the
Company, the stock exchange regulations and/or any applicable law so
provide and/or the Administrator so resolve and/or the underwriter or
underwriters managing such offering so requests, then each Optionee
who purchased Shares hereunder upon exercise of Options will agree to
not sell or otherwise transfer any such Shares (other than Shares
included in such underwriting) without the prior written consent of
such underwriter, for such period of time as may be requested by the
underwriter commencing on the effective date of the registration
statement filed in connection with such offering.
7. PURCHASE PRICE
7.1 The purchase price of each Share subject to an Option or any portion
thereof shall be determined by the Administrator in its sole and
absolute discretion in accordance with applicable law, subject to any
guidelines as may be determined by the Board from time to time (the
"Purchase Price").
7.2 The Purchase Price shall be payable upon the exercise of the Option in
a form satisfactory to the Administrator, including without
limitation, by cash or cheque or any other form of payment approved by
the Administrator in its sole and absolute discretion, to the extent
permissible under any applicable law. The Administrator shall have the
authority to postpone the date of payment on such terms as it may
determine.
8. ADJUSTMENTS
Except as otherwise provided in the Option Agreement, upon the occurrence
of any of the following events, Optionee's rights to purchase Shares under
the ISOP shall be adjusted as hereafter provided:
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8.1 In the event of: (a) the sale of all or substantially all of the
assets of the Company to any person or entity that, prior to such
sale, did not control, was not under common control with, or was not
controlled by, the Company, or (b) a merger or consolidation or other
reorganization in which the Company is not the surviving entity or
becomes owned entirely by another entity, unless at least fifty
percent (50%) of the outstanding voting securities of the surviving or
parent corporation, as the case may be, immediately following such
transaction are beneficially held by such persons and entities in the
same proportions as such persons and entities beneficially held the
outstanding voting securities of the Company immediately prior to such
transaction, or (c) the sale or other change of beneficial ownership
of the outstanding voting securities of the Company such that any
person or group becomes the beneficial owner of more than 50% of the
outstanding voting securities of the Company ( "Change of Control
Transaction") while unexercised Options remain outstanding under the
ISOP, then the Company shall endeavor to cause the successor entity in
such transaction either to assume all the outstanding Options as of
the consummation of such transaction (the "Closing"), or to issue (or
cause to be issued) in substitution thereof comparable options of such
successor entity (or of its parent or subsidiary). If the successor
entity is unwilling to either assume such Options or grant comparable
options in substitution of such Options, on terms that are acceptable
to the Company as determined by the Board in the exercise of its
discretion, then:
(i) with respect to each outstanding Option, that portion of the
Option which remains unvested that either (x) would have become
vested over the 12-month period immediately following the
Closing, or (y) represents 50% of the unvested portion of the
Option as of the Closing, whichever portion is smaller, will
become vested immediately prior to such Closing; and
(ii) the Board may cancel all outstanding Options, and terminate this
Plan, effective as of the Closing, provided that it shall notify
all Optionees of the proposed Change of Control Transaction a
reasonable amount of time prior to the Closing so that the
Optionee will be given the opportunity to exercise the vested
portion of his or her Option (after giving effect to the
acceleration of such vesting under clause (i) above) prior to the
Closing.
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8.2 The number of Shares subject to the ISOP, the number of Shares
available under Options and the Purchase Price shall be adjusted as
determined by the Board in its sole discretion from time to time to
reflect adjustments in the number of Shares arising as a result of
subdivisions, share dividends, bonus shares, consolidations or
reclassifications of the Shares or other relevant changes in the
authorized or issued share capital of the Company. No such adjustments
will be required by reason of the issuance or sale by the Company for
cash or other consideration of additional Shares or securities
convertible into or exchangeable for Shares. No fractional Shares may
be purchased or issued hereunder. If an Optionee is entitled to
purchase a fraction of a Share pursuant to an outstanding Option, such
entitlement shall be rounded down to the nearest whole number.
Notwithstanding the above, no adjustment shall be made if the Company
proposes to issue or sell any securities to all of its then current
shareholders, each Optionee shall be deemed for purposes of such
issuance or offer to sell to be a shareholder of that number of Option
Shares that may be acquired by the Optionee pursuant to vested Options
held by such Optionee (in addition to any Option Shares or other
Shares actually held of record by such Optionee).
9. TERM AND EXERCISE OF OPTIONS
9.1 Options shall be exercised by the Optionee by giving written notice to
the Company, in such form and method as may be determined by the
Administrator, which exercise shall be effective upon receipt of such
notice by the Company at its principal office. The notice shall
specify the number of Shares with respect to which the Option is being
exercised and it shall be accompanied by any further assurances and/or
undertaking as the Administrator may require to ensure that the
transaction complies in all respects with the requirements of any
applicable law. The above notice will be signed by the person
exercising the Option and, subject to Section 7.2 above, it will be
accompanied by full payment of the corresponding Purchase Price.
9.2 Each Option shall be exercisable following the vesting dates, subject
to the provisions of the ISOP and for the number of Shares as shall be
provided in the Option Agreement. However no Option shall be
exercisable after the expiration date, as defined for each Optionee in
the Optionee's Option Agreement (the "Expiration Date"), subject
always to Section 9.6 below.
9.3 An Option shall not be transferable by an Optionee other than by will
or laws of descent and distribution, and during an Optionee's lifetime
shall be exercisable only by that Optionee.
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9.4 The Options may be exercised by the Optionee in whole at any time or
in part from time to time, to the extent that the Options become
vested and exercisable, prior to the Expiration Date, and provided
that the number of Shares purchased under the exercised Option will be
no less than 100 Shares, without regard to adjustments to the number
of shares subject to the Option pursuant to Section 8, or, if less,
all of the remaining Shares subject to the Option, and provided
further that subject to the provisions of Section 9.6 below and unless
the Administrator resolves otherwise, the Optionee is an employee or
director, consultant or advisor of the Company or any of its
Subsidiaries, at all times during the period beginning with the
granting of the Option and ending upon the date of exercise.
9.5 Subject to the provisions of Section 9.6 below, in the event of
termination of Optionee's employment with or performance of services
for or on behalf of the Company or any of its Subsidiaries, all
Options granted to the Optionee will immediately expire. A notice of
termination of employment or services shall be deemed to constitute
termination of employment or services.
9.6 Notwithstanding anything to the contrary hereinabove, an Option may be
exercised after the date of termination of Optionee's employment with
or performance of services for or on behalf of the Company or any of
its Subsidiaries during an additional period of time beyond the date
of such termination, but only with respect to the number of Options
already vested at the time of such termination according to the
vesting periods of the Options set forth in the Optionee's Option
agreement, if:
(i) Termination is without Cause (as defined below), in which event
any Options still in force and unexpired may be exercised within
a period of 30 (thirty) days from the date of such termination;
(ii) Termination is the result of death or disability of the
Optionee, in which event any Options still in force and
unexpired may be exercised within a period of 6 (six) months
from the date of termination; or
(iii) Prior to the date of such termination, the Administrator shall
authorize an extension of the terms of all or part of the
Options beyond the date of such termination for a period not to
exceed the period during which the Options by their terms would
otherwise have been exercisable.
The term "Cause" shall mean a termination by the Company and/or any of
its Subsidiaries of the Optionee's employment or services (or if the
Optionee is a Director, removal of him or her from the Board by action
of the shareholders or, if permitted by applicable law and the
Articles of Association of the Company, the other Directors), in
connection with the good faith determination of the Board (or of the
Company's shareholders if the Optionee is a Director and the removal
of him or her from the Board is by action of the shareholders, but in
either case excluding the vote of the
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subject individual if he or she is a Director or a shareholder) that
the Optionee has engaged in any acts involving dishonesty or moral
turpitude or in any acts that materially and adversely affect the
business, affairs or reputation of the Company or any of its
Subsidiaries.
9.7 To avoid doubt, the holders of Options shall not have any of the
rights or privileges of shareholders of the Company in respect of any
Shares purchasable upon the exercise of any Options, nor shall they be
deemed to be a class of shareholders or creditors of the Company for
the purpose of the operation of Sections 350 and 351 of the Israeli
Companies Law - 1999 or any successor to such Sections, until
registration of the Optionee as holder of such Shares in the Company's
register of members upon exercise of the Options in accordance with
the provisions of the ISOP.
9.8 Any form of Option Agreement authorized by the ISOP may contain such
other provisions as the Administrator may, from time to time, deem
advisable. Without limiting the foregoing, the Administrator may, with
the consent of the Optionee, from time to time, cancel all or any
portion of any Option then subject to exercise, and the Company's
obligation in respect of such Option may be discharged by (i) payment
to the Optionee of an amount in cash equal to the excess, if any, of
the Fair Market Value of the Shares at the date of such cancellation
subject to the portion of the Option so canceled over the aggregate
Purchase Price of such Shares, or (ii) the issuance or transfer to the
Optionee of Shares of the Company with a Fair Market Value at the date
of such transfer equal to any such excess, or (iii) a combination of
cash and shares with a combined value equal to any such excess, all as
determined by the Administrator in its sole discretion.
10. VESTING OF OPTIONS
Except as otherwise provided in the Option Agreement, the Option initially
will be deemed an entirely unvested Option, but portions of the Option will
become a vested Option on the following schedule:
10.1 twenty-five percent (25%) will become a vested Option as of the first
anniversary of the Date of Grant set forth in the Optionee's Option
Agreement; and
10.2 two and one-twelfth percent (2-1/12%) of the Option will become
vested as of the end of each month thereafter, subject to section 9.5
above and provided that additional vesting will be suspended during
any period while the Optionee is on a leave of absence from the
Company, as determined by the Administrator.
11. DIVIDENDS; NO SOCIAL BENEFITS
11.1 With respect to all Shares (in contrary to unexercised Options)
issued upon the exercise of Options purchased by the Optionee and
held by the Trustee, the Optionee shall be entitled to receive
dividends in accordance with the quantity of
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such Shares, and subject to any applicable taxation on distribution
of dividends. During the period in which Shares issued to the Trustee
on behalf of an Optionee are held by the Trustee, the cash dividends
paid with respect thereto shall be paid directly to the Optionee.
11.2 The income attributed to the Optionee as a result of the grant of the
Options hereunder and/or the exercise of the Shares, their transfer
in his or her name or their sale and in all respects relating
thereto, shall not be taken into account when computing the basis of
the Optionee's entitlement to any social benefits. Without derogating
from the generality of the above, that income shall not be taken into
account in computing mangers insurance, vocational studies fund,
provident funds, severance pay, holiday pay and the like. If the
Company is legally obliged to take any of the above into account, as
income which is to be attributed to the Optionee, the Optionee will
indemnify the Company in respect of any expense sustained by it in
such respect.
12. ASSIGNABILITY AND SALE OF OPTIONS
No Option shall be assignable, transferable or given as collateral or any
right with respect to it shall be given to any third party whatsoever, and
any such action made directly or indirectly, for an immediate validation or
for a future one, shall be void. During the lifetime of the Optionee each
and all of such Optionee's rights to purchase Shares hereunder shall be
exercisable only by the Optionee.
As long as the Shares are held by the Trustee in favor of the Optionee,
than all rights the last possesses over the Shares are personal, can not be
transferred, assigned, pledged or mortgaged, other than by will or laws of
descent and distribution.
13. EFFECTIVE DATE OF ISOP AND TERM OF THE ISOP
The ISOP shall be effective as of the day it was adopted by the Board and
shall terminate at the end of ten years from such day of adoption, if not
terminated under Section 14 below prior to such date, after which no more
Options may be granted under the ISOP, although all outstanding Options
granted prior to such termination will remain subject to the provisions of
the ISOP, and no such termination of the ISOP will result in the expiration
or termination of any such Option prior to the expiration or early
termination of the applicable Option term.
14. AMENDMENTS OR TERMINATION
14.1 The Administrator may at any time, amend, alter, suspend, cancel or
terminate the ISOP or any part thereof, replace and/or determine
further provisions and sub-plans in addition to the ISOP, determine
any other plan in lieu of the ISOP and determine any provision and do
anything in connection with the ISOP.
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14.2 No amendment, alteration, suspension or termination of the ISOP shall
impair the rights of any Optionee with respect to an outstanding
Option, unless mutually agreed otherwise between the Optionee and the
Administrator, which agreement must be in writing and signed by the
Optionee and the Company. Termination of the ISOP shall not affect
the Administrator's ability to exercise the powers granted to it
hereunder with respect to Options granted under the ISOP prior to the
date of such termination.
14.3 No Options may be granted under the ISOP while the ISOP is suspended
or after it is terminated.
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15. GOVERNMENT REGULATIONS
The ISOP, and the granting and exercise of Options hereunder, and the
obligation of the Company to sell and deliver Shares under such Options,
shall be subject to all applicable laws, rules, and regulations of the
State of Israel and to such approvals by any governmental agencies or
national securities exchanges as may be required. Nothing herein shall be
deemed to require the Company to register the Shares under the securities
law of any jurisdiction.
16. CONTINUANCE OF EMPLOYMENT OR HIRED SERVICES
Neither the ISOP nor the Option Agreement with the Optionee shall impose
any obligation on the Company or a Subsidiary thereof, to continue any
Optionee in its employ, or the hiring by the Company of the Optionee's
services and nothing in the ISOP or in any Option granted pursuant thereto
shall confer upon any Optionee any right to continue in the employ or
service of the Company or a Subsidiary thereof or restrict the right of the
Company or a Subsidiary thereof to terminate such employment or service
hiring at any time.
17. GOVERNING LAW & JURISDICTION
The ISOP shall be governed by and construed and enforced in accordance with
the laws of the State of Israel applicable to contracts made and to be
performed therein, without giving effect to the principles of conflict of
laws. The competent courts of Tel-Aviv, Israel shall have sole jurisdiction
in any matters pertaining to the ISOP.
18. TAX CONSEQUENCES
Any tax consequences arising from the grant or exercise of any Option, from
the payment for Shares covered thereby or from any other event or act (of
the Company and/or its Subsidiaries, or the Optionee) hereunder shall be
borne solely by the Optionee. The Company and/or its Subsidiaries and/or
the Trustee shall withhold taxes according to the requirements under the
applicable laws, rules, and regulations, including withholding taxes at
source. Furthermore, to the extent permitted by applicable law, the
Optionee shall agree to indemnify the Company and/or its Subsidiaries
and/or the Trustee and hold them harmless against and from any and all
liability for any such tax or interest or penalty thereon, including
without limitation, liabilities relating to the necessity to withhold, or
to have withheld, any such tax from any payment made to the Optionee.
The Administrator and/or the Trustee shall not be required to transfer any
Shares and/or to release any Share certificate to an Optionee until all
required payments have been fully made.
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19. NON-EXCLUSIVITY OF THE ISOP
The adoption of the ISOP by the Board shall not be construed as amending,
modifying or rescinding any previously approved incentive arrangements or
as creating any limitations on the power of the Board to adopt such other
incentive arrangements as it may deem desirable, including, without
limitation, the granting of stock Options otherwise then under the ISOP,
and such arrangements may be either applicable generally or only in
specific cases.
For the avoidance of doubt, prior grant of options to Optionees of the
Company under their employment or services agreements, and not in the
framework of any previous option plan, shall not be deemed an approved
incentive arrangement for the purpose of this Section.
In addition, for the avoidance of doubt, the grant of Options to the
Optionees shall not prejudice any previous grant (within the framework of
previously approved incentive arrangements) of Options to the Optionee.
20. MULTIPLE AGREEMENTS
The terms of each Option may differ from other Options granted under the
ISOP at the same time, or at any other time. The Administrator may also
grant more than one Option to a given Optionee during the term of the ISOP,
either in addition to, or in substitution for, one or more Options
previously granted to that Optionee.
21. THE STATUS OF THE AGREEMENT
Any interpretation of the Option Agreements will be made in accordance with
the ISOP but in the event there is any contradiction between the provisions
of an Option Agreement and the ISOP, the provisions of the Option Agreement
will prevail.
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