EXHIBIT 4.4
EXALINK LTD.
THE ISRAELI EMPLOYEE STOCK OPTION PLAN
1. NAME
This Plan, as amended from time to time, shall be known as the EXALINK LTD.
Israeli Employee Stock Option Plan (the "ISOP").
2. PURPOSE OF THE ISOP
The ISOP is intended as an incentive to retain, in the employ of EXALINK LTD.
(the "COMPANY") and its Subsidiaries, persons of training, experience, and
ability, to attract new employees directors, consultants and service providers,
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 Tax Ordinance ("SECTION
102").
Options containing such terms as will qualify them for the special tax treatment
under section 102 of the Israeli Tax Ordinance, 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 of the Israeli Tax Ordinance, 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 chains.
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3. ADMINISTRATION OF THE ISOP
The Board or a 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 automatically have a residual authority if no
Committee shall be constituted or if such Committee shall cease to operate for
any reason whatsoever.
The Committee shall consist of such number of members (not less than two (2) in
number) 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.
Any member of such Committee shall be eligible to receive Options under the ISOP
while serving on the Committee, unless otherwise specified herein.
The Committee shall recommend the Board and the board shall have full power and
authority regarding:
3.1 The participants.
3.1.1 The terms and provisions of respective Option agreements
(which need not be identical) including, but not limited to,
the number of shares in the Company to be covered by each
Option, 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 or
restrictions constituting substantial risk of forfeiture.
3.1.2 Acceleration of the right of an Optionee to exercise, in whole
or in part, any previously granted Option.
The Committee shall have full power and authority to:
3.1.3 To designate Options as 102 Options or 3(i) options.
3.1.4 Interpret the provisions and supervise the administration of
the ISOP;
3.1.5 Determine the Fair Market Value (as defined below) of the
Shares (as defined below).
3.1.6 Determine any other matter that is necessary or desirable for,
or incidental to administration of the ISOP.
Notwithstanding the above, the identity of each of the Optionees and the number
of Shares covered by each Option must be ratified by the Board.
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The Board 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 Committee may prescribe in
accordance with the provisions of the ISOP.
All decisions and selections made by the Board or the Committee pursuant to the
provisions of the ISOP shall be made by a majority of its members except that no
member of the Board or the Committee shall vote on, or be counted for quorum
purposes, with respect to any proposed action of the Board or the Committee
relating to any Option to be granted to that member. Any decision reduced to
writing and signed by a majority of the members who are authorized to make such
decision shall be fully effective as if it had been made by a majority at a
meeting duly held.
The interpretation and construction by the Committee of any provision of the
ISOP or of any Option thereunder shall be final and conclusive unless otherwise
determined by the Board. Subject to the company's decision and to all approvals
legally required, including, but not limited to the provisions of the Israeli
Companies Law each member of the Board or the Committee 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.
3.2. "FAIR MARKET VALUE" means, as of any date, the value of a Share
determined as follows:
(i) If the Shares are listed on any established stock exchange or a
national market system, including without limitation the Nasdaq
National Market system, or The Nasdaq SmallCap Market of the Nasdaq
Stock Market , the 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 time of determination, as reported in the Wall Street Journal, or
such other source as the Administrator deems reliable.
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(ii) If the Shares are regularly quoted by a recognized securities
dealer but selling prices are not reported, the 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;
(iii) In the absence of an established market for the Shares, the Fair
Market Value thereof shall be determined in good faith by the
Committee.
4. DESIGNATION OF PARTICIPANTS
The persons eligible for participation in the ISOP as recipients of Options
shall include any employees, directors, consultants and service providers of the
Company or of any Subsidiary of the Company. The grant of an Option hereunder
shall neither entitle the recipient thereof 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.
To the extent applicable and anything in the ISOP to the contrary
notwithstanding, all grants of Options to directors and office holders ("Nosei
Misra" - as such term is defined in the Israeli Companies Law -(the "COMPANIES
LAW")) shall be authorized and implemented in accordance with the provisions of
the Companies Law, as in effect from time to time.
5. TRUSTEE
102 Options which shall be granted under the ISOP and/or any Shares issued upon
exercise of such 102 Options and/or other shares received subsequently following
any realization of rights, shall be issued to a Trustee nominated by the
Committee, and approved in accordance with the provisions of Section 102 (the
"TRUSTEE") and held for the benefit of the Optionees.
102 Options and any Shares received subsequently following exercise of 102
Options, shall be held by the Trustee for a period of not less than two years
(24 months) from the Date Of Grant.
3(i) Options granted under the ISOP, may be issued to a Trustee nominated by the
Committee, and held for the benefit of the Optionees.
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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 him 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
him thereunder.
6. SHARES RESERVED FOR THE ISOP; RESTRICTION THEREON
6.1 The Company has reserved 1,500,000 after split and bonus shares (1:100)
authorized but unissued Ordinary Shares par value NIS 0.01 each in the
Share capital of the Company (the "SHARES"), for the purposes of the
ISOP and for the purpose of the Exalink Ltd U.S Stock Option Plan (the
"USSOP"), subject to adjustment as set forth in paragraph 8 below. Any
of such Shares covered by the ISOP, which remain unissued and are not
subject to outstanding Options at the termination of the ISOP, shall
cease to be reserved for the purpose of 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 subjected to an Option under the ISOP.
6.2 An Optionee who purchased Shares hereunder upon exercise of Options
shall have no voting rights as a shareholder (in any and all matters
whatsoever) until the consummation of a public offering of the
Company's shares ("THE IPO"). Until an IPO, such Shares shall be voted
by an irrevocable Proxy (attached hereto as EXHIBIT "C" to the Option
Agreement)(the "PROXY") pursuant to the directions of the Board, such
Proxy to be assigned to the person or persons designated by the Board.
Such person or persons designated by the Board shall be indemnified and
held harmless by the Company against any cost or expense (including
counsel fees) reasonably incurred by him/her, 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 voting of such Proxy 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 person(s) 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.
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6.3 Each Option granted pursuant to the Plan, shall be evidenced by a
written agreement between the Company and the Optionee ("THE OPTION
AGREEMENT"), in such form as the Board or the Committee shall from time
to time approve. Each Option Agreement shall state a number of the
Shares to which the Option relates and the type of Option granted
thereunder (whether a 102 Option or a 3(i) Option).
6.4 All Shares allocated or issued upon exercise of the Options shall
entitle the holder thereof to receive dividends and other distributions
thereon.
7. PURCHASE PRICE
7.1 The purchase price of each Share subject to an Option granted or any
portion thereof shall be determined by the Committee 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. Each
Option Agreement will contain the Purchase Price determined for each
Optionee, and in any event not less than the nominal value of the
shares subject to the Option. ("THE PURCHASE PRICE").
7.2 The Purchase Price shall be payable upon the exercise of the Option in
a form satisfactory to the Committee, including without limitation, by
cash or check. The Committee shall have the authority to postpone the
date of payment on such terms as it may determine.
8. ADJUSTMENTS
Upon the occurrence of any of the following described events, Optionee's rights
to purchase Shares under the ISOP shall be adjusted as hereafter provided:
8.1 In the event of a merger of the Company with or into another company
(the "SUCCESSOR COMPANY"), or the sale of all or substantially all of
the assets or shares of the Company (the "TRANSACTION") while
unexercised Options remain outstanding under the ISOP, then each
Unexercised Option shall be assumed, or substituted for by an
appropriate number of shares, of each class of shares or other
securities of the Successor Company (or a parent or subsidiary of the
Successor Company) which were distributed to the shareholders of the
Company in respect of such shares. In the case of such assumption
and/or substitution of shares, appropriate adjustments shall be made in
the Purchase Price to reflect such action, and all other terms and
conditions of the Option Agreements, such as the Vesting Dates, shall
remain in force, all as will be determined by the Committee whose
determination shall be final.
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8.2 Notwithstanding the above and subject to any applicable law, unless the
Board or the Committee determines otherwise with respect to certain
Option Agreements, there shall be a clause in each Option Agreement
instructing that if in any such Transaction as described in section 8.1
above, the Successor Company (or parent or subsidiary of the Successor
Company) does not agree to assume or substitute for the Options, all
Unexercised Options shall be expired as of the date of the Transaction.
8.3 For the purposes of section 8.1 above, the Option shall be considered
assumed or substituted if, following the merger or acquisition, the
Option confers the right to purchase or receive, for each Share of
Optioned Shares immediately prior to the Transaction, the consideration
(whether shares, options, cash, or other securities or property)
received in the Transaction by holders of Shares for each Share held on
the effective date of the Transaction (and if such holders were offered
a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares); provided, however,
that if such consideration received in the Transaction is not solely
ordinary shares (or their equivalent) of the Successor Company or its
parent or subsidiary, the Committee may, with the consent of the
Successor Company, provide for the consideration to be received upon
the exercise of the Option to be solely ordinary shares (or their
equivalent) of the Successor Company or its parent or subsidiary equal
in Fair Market Value to the per Share consideration received by holders
of a majority of the outstanding Shares in the Transaction; and
provided further that the Committee may determine, in its discretion
and subject to the boards approval, that in lieu of such assumption or
substitution of Options for options of the Successor Company or its
parent or subsidiary, such Options will be substituted for any other
type of asset or property including cash which is fair under the
circumstances.
8.3 If the Company is liquidated or dissolved while unexercised Options
remain outstanding under the ISOP, then the Board in its own discretion
may determine that all such outstanding Options may be exercised in
full by the Optionees as of the effective date of any such liquidation
or dissolution of the Company without regard to the vesting provisions
hereof. If the Board determines that the outstanding Options may be
exercised, the Optionees, giving notice in writing to the Company of
their intention to so, may exercise all such outstanding Options in
full.
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8.5 If the outstanding shares of the Company shall at any time be changed
or exchanged by declaration of a stock dividend (bonus shares), stock
split, combination or exchange of shares, recapitalization, or any
other like event by or of the Company, and as often as the same shall
occur, then the number, class and kind of Shares subject to the ISOP or
subject to any Options therefore granted, and the purchase prices,
shall be appropriately and equitably adjusted so as to maintain the
proportionate number of Shares without changing the aggregate purchase
price, provided, however, that no adjustment shall be made by reason of
the distribution of subscription rights (rights offering) on
outstanding shares. Upon happening of any of the foregoing, the class
and aggregate number of Shares issuable pursuant to the ISOP (as set
forth in paragraph 6 hereof), in respect of which Options have not yet
been exercised, shall be appropriately adjusted, all as will be
determined by the Board whose determination shall be final.
8.6 Anything herein to the contrary notwithstanding, if prior to the
completion of an IPO all or substantially all of the shares of the
Company are to be sold, or upon a Transaction reorganization or the
like, all or substantially all of the shares of the Company are to be
exchanged for securities of another Company, then each Optionee shall
be obliged to sell or exchange, as the case may be, any Shares such
Optionee purchased under the ISOP, in accordance with the instructions
issued by the Board in connection with the Transaction, whose
determination shall be final.
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9. PURCHASE FOR INVESTMENT
The Company's obligation to issue Shares upon exercise of an Option granted
under the Plan is expressly conditioned upon (a) the Company's completion of any
registration or other qualifications of such Shares under any state and/or
federal law, rulings or regulations or (b) representations and undertakings by
the Optionee (or his legal representative, heir or legatee, in the event of the
Optionee's death) to assure that the sale of the Shares complies with any
registration exemption requirements which the Company in its sole discretion
shall deem necessary or advisable. Such required representations and
undertakings may include representations and agreements that such Optionee (or
his legal representative, heir, or legatee): (a) is purchasing such Shares for
investment and not with any present intention of selling or otherwise disposing
thereof; and (b) agrees to have placed upon the face and reverse of any
certificates evidencing such Shares a legend setting forth (i) any
representations and undertakings which such Optionee has given to the Company or
a reference thereto and (ii) that, prior to effecting any sale or other
disposition of any such Shares, the Optionee must furnish to the Company an
opinion of counsel, satisfactory to the Company, that such sale or disposition
will not violate the applicable laws, rules and regulations whether of the state
of Israel or of the United States or any other State having jurisdiction over
the Company and/or the Optionee requirements of State and federal laws and
regulatory agencies.
10. TERM AND EXERCISE OF OPTIONS
10.1 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
Company and the Trustee and when applicable, in accordance with the
requirements of Section 102, 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.
10.2 Options, to the extent not previously exercised, shall terminate
forthwith upon the earlier of: (i) the date set forth in Section 4 of
exhibit B to the Option Agreement; and - (ii) the expiration of any
extended period in any of the events set forth in Section 9.7 below
(and such earlier date shall be hereinafter referred to as the
"EXPIRATION DATE").
10.3 Each Option shall be exercisable following the Vesting Periods and
subject to the provisions of the ISOP for the number of Shares as shall
be provided in Exhibit B to the Option Agreement. However no Option
shall be exercisable after the Expiration Date.
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10.4 Options granted under the ISOP shall not be transferable by Optionees
other than by will or laws of descent and distribution, and during an
Optionee's lifetime shall be exercisable only by that Optionee.
10.5 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 excercisable, prior to the Expiration Date, and provided that,
subject to the provisions of Section 10.7below and unless the Board or
Committee resolves otherwise, the Optionee is an employee of the
Company or any of its Subsidiaries or continuing to provide services to
such entities, at all times during the period beginning with the
granting of the Option and ending upon the date of exercise.
10.6 Subject to the provisions of Section 10.7 below, in the event of
termination of Optionee's employment with the Company or any of its
subsidiaries, or if applicable, the termination of services given by
the Optionee to the Company or any of its subsidiaries all Options
granted to him will immediately expire. A notice of termination of
employment or services shall be deemed to constitute termination of
employment or services.
10.7 Notwithstanding anything to the contrary in Section 10.6 above, an
Option may be exercised after the date of termination of Optionee's
service or employment with the Company or any subsidiary of the Company
only with respect to the number of Options already vested and unexpired
at the time of such termination according to the vesting and expiration
periods of the Options set forth in exhibit B of such Optionee's Option
Agreement, and only provided that either:
10.71 prior to the date of such termination, the Board or Committee
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; or -
10.7.2 Such termination is without Cause (as defined below), in which
event the Options may be exercised within a period of 90 days
from the date of such termination; or -
10.7.3 Termination is the result of death or disabillity of the
Optionee, in which event the Options may be exercised within a
period of 12 (twelve) months from such date of termination.
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The term "CAUSE" shall mean (i) conviction of any felony involving
moral turpitude or affecting the Company; (ii) any refusal to carry out
a reasonable directive of the CEO which involves the business of the
Company or its affiliates and was capable of being lawfully performed;
(iii) embezzlement of funds of the Company or its affiliates; (iv) any
breach of the Optionee's fiduciary duties or duties of care of the
Company; including without limitation disclosure of confidential
information of the Company; and (v) any conduct (other than conduct in
good faith) as reasonably determined by the Board of Directors to be
materially detrimental to the Company.
10.8 Subject to the provisions of Section 11 below, 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
part of an Option, nor shall they be deemed to be a class of
shareholders or creditors of the Company for purpose of the operation
of section 350 and 351 of the Companies Law or successor to such
section, until registration of the Optionee as holder of such Shares in
the Company's register of members upon exercise of the Option in
accordance with the provisions of the ISOP.
10.9 Any form of Option Agreement authorized by the ISOP may contain such
other provisions as the Committee may, from time to time, deem
advisable. Without limiting the foregoing, the Committee 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, (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
Committee in its sole discretion.
10.10 Options shall vest (i.e., Options shall become exercisable) at the
dates set forth in Section 3 of EXHIBIT "B" to the Option Agreement
(the "VESTING DATE"). An Option may be subject to such other terms and
conditions on the time or times when it may be exercised, as the
Committee or the Board may deem appropriate.
11. SHARES SUBJECT TO RIGHT OF FIRST REFUSAL
11.1 Notwithstanding anything to the contrary in the Articles of Association
of the Company, none of the Optionees shall have a right of first
refusal in relation with any sale of shares in the Company.
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11.2 Sale of Shares by the Optionee shall be subject to the right of first
refusal of other shareholders as set forth in the Articles of
Association of the Company. In the event that the Articles of
Association of the Company shall not contain any provision regarding
rights of first refusal, then, unless otherwise provided by the Board,
until such time as the Company shall effectuate an IPO, the sale of
Shares issuable upon exercise of an Option, shall be subject to a right
of first refusal on the part of the Repurchaser(s). Repurchaser(s)
means (i) the Company, if permitted by applicable laws; (ii) if the
Company is not permitted by applicable laws, then any affiliate or
Subsidiary of the Company designated by a unanimous decision is reached
by the Board of Directors; or (iii) if no unanimous decision is reached
by the Board of Directors , then the company existing shareholders
(save, for avoidance of doubt , for other Optionees who already
exercised their Options), pro rata in accordance with their
shareholding. The Optionee shall give a notice of sale ("THE NOTICE")
to the Company in order to offer the Shares to the Repurchaser(s), and
the Company will forward the Notice to the existing shareholders.
The Notice shall specify the Number of Shares offered for sale, the
price per Share, the payment terms the name of each proposed purchaser
or other Transferee ("PROPOSED TRANSFEREE"). The Repurchaser(s) will be
entitled for 30 days from the day of receipt of the Notice ("THE 30
DAYS PERIOD"), to purchase all or part of the offered Shares. If by the
end of the 30 Days Period not all of the offered Shares have been
purchased by the Repurchaser(s), the Optionee will be entitled to sell
such Shares at any time during the 90 days following the end of the 30
Days Period on terms not more favorable than those set out in the
Notice, provided that the proposed Transferee agrees in writing that
the provisions of this section shall continue to apply to the Shares in
the hands of such proposed Transferee.
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12. VESTING OF OPTIONS
Options shall vest (i.e., Options shall become exercisable) at the dates set
forth in Section 3 of exhibit B to the Option Agreement (the "VESTING PERIODS").
An Option may be subject to such other terms and conditions on the time or times
when it may be exercised (which may be based on performance or other criteria)
as the Board may deem appropriate. The vesting provisions of individual
Optionees may vary.
13. DIVIDENDS
With respect to all Shares (in contrast 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 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
a Optionee are held by the Trustee, the cash dividends paid with respect thereto
shall be paid directly to the Optionee.
14. ASSIGNABILITY AND SALE OF OPTIONS
No Option, purchasable hereunder, whether fully paid or not, shall be
assignable, transferable or given as collateral or any right with respect to
them given to any third party whatsoever, and 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. Any such action made directly or
indirectly, for an immediate validation or for a future one, shall be void.
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.
15. TERM OF THE ISOP
The ISOP shall be effective as of the date that it is adopted by the Board and
shall terminate at the end of ten (10) years from such day of adoption.
16. AMENDMENTS OR TERMINATION
Board may, at any time and from time to time, but after consultation with the
Trustee, amend, alter or discontinue the ISOP, except that no amendment or
alteration shall be made which would impair the rights of the holder of any
Option therefore granted, without his written consent. Termination of the ISOP
shall not affect the committee's and/or the Board's ability to exercise the
powers granted to it hereunder with respect to the Options granted under the
ISOP prior to the date of such termination.
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17. GOVERNMENT REGULATIONS
The ISOP, 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, whether of the State of Israel or
of the United States or any other State having jurisdiction over the Company and
the Optionee, including the registration of the Shares under the United States
Securities Act of 1933, and to such approvals by any governmental agencies or
national securities exchanges as may be required.
18. 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 at any time.
19. 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.
20. 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, the Trustee 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, the Optionee
shall agree to indemnify the Company and/or the 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 Committee and/or the Trustee shall not be required to release any Share
certificate to an Optionee until all required payments have been fully made.
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21. 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 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.
22. 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 Committee may also grant more than one
Option to a given Optionee during the term of the Option Plan, either in
addition to, or in substitution for, one or more Options previously granted to
that Optionee.
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