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Document Preview Employee Option Plan |
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Title: |
Employee Option Plan |
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Entities: |
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Date: |
2000 |
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Preview shows 8KB of 41KB total |
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Price: |
$44 |
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ID: |
#1146707 |
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BACKWEB LTD.
"THE COMPANY"
EMPLOYEE OPTION PLAN
1. PREAMBLE
On ____________, 1996 the Company's board of directors resolved to approve a
plan for the grant of Options for ordinary shares of the Company (hereafter: the
"Plan")
2. SUBSTANCE OF THE PLAN
Pursuant to its resolution, the Company shall grant to Grantees, without
consideration and upon the terms set forth below, Options, each of which may be
exercised for one ordinary share in the Company, nominal value NIS 0.01 each, in
consideration for the Exercise Price and no later than 7 (seven) years following
the date of the grant to the Grantee.
2.1 The provisions of Part A of this Plan shall apply to options to Grantees
who are employees of the company, which are granted commencing with the
date upon which the Plan comes into effect, and to all Options with respect
to which a Grantee receives notice that Part A applies to such Options.
2.2 The provisions of Part B of this Plan shall apply to Options with respect
to which a Grantee receives notice that Part B applies to the Options.
PART A
3. GRANTEES AND THEIR HOLDINGS IN THE COMPANY
The Grantees of Options pursuant to Part A of the Plan are employees of the
Company who are not controlling shareholders of the Company, and whose identity
shall be determined from time to time by a resolution of the Company's board of
directors.
4. TERMS OF OPTION AGREEMENTS
4.1 DEFINITIONS
<TABLE>
<S> <C>
"THE COMPANY" BackWeb Ltd.
"THE GRANTEES" Certain employees of the company,
in accordance with a resolution of the board
of directors from time to time.
</TABLE>
<PAGE> 2
<TABLE>
<S> <C>
"THE OPTIONS" Options in a number to be determined
by the Company's board of directors, each of
which may be exercised for one ordinary share
of the Company, nominal value NIS 0.01.
"EXERCISE PRICE" The price that shall be set for each Grantee
in the notice of grant given to the Grantee.
"THE DETERMINING DATE" The date on which the Options are actually
granted to each Grantee.
"THE LOCK-UP PERIOD" The period that commences on the Determining
Date and ends 24 (twenty four) months after
the Determining Date, and in any event not
earlier than 24 (twenty four) months from the
approval of this Plan by the Income Tax
Commission in accordance with Section 102 of
the Ordinance.
"THE TRUSTEE" The trustee who is chosen by the Company's
board of directors and who shall be approved
by the Income Tax Commission in accordance
with Section 102 of the Ordinance.
"THE ORDINANCE" The Income Tax Ordinance [New Version].
"THE REGULATIONS" The Income Tax Regulations (Amelioration of
tax on issuances of shares to employees),
5749-1989.
"THE OPTION SHARES" The shares that the Grantee will receive upon
exercising the Options.
</TABLE>
4.2 GRANT OF OPTIONS
4.2.1 Subject to and following the receipt of all approvals required for
the Plan by law, including the approval of the Income Tax Commission,
the Company shall, on the Determining Date, grant Options to the
Grantees in a number to be determined by the Company's board of
directors in its resolution as aforesaid.
4.2.2 A Grantee who ceases to be employed by the Company within a period of
24 (twenty four) months from the Determining Date shall not be
entitled to the Options that are held for him by the Trustee.
In such an event, the Company shall be entitled to choose one of the
following options in its absolute discretion:
a. The Options shall be transferred by the Trustee to the Company,
to the extent possible under applicable law and the Company's
Articles of Association;
b. The Options shall be transferred to the subsidiary;
<PAGE> 3
c. The Options shall remain in the possession of the Trustee who
shall hold them in reserve for grants to employees of the
Company, as the board of directors of the Company may decide
from time to time;
d. Ex gratia, the Options shall be transferred to the Employee
whose employment was terminated or who resigned, who shall be
subject to full taxation for the Options. In such case the
procedure set forth in Section 4.4.3 below shall apply to the
transfer of the Options;
e. The Options shall expire.
4.3 TRANSFERABILITY AND DEPOSIT WITH THE TRUSTEE
4.3.1 The Options shall be issued on behalf of the employee in the name of
the Trustee.
4.3.2 The Options shall not be transferable (except by force of will or
succession), and shall not be capable of assignment, hypothecation,
lien, attachment or other charge.
4.3.3 The Options that are granted in the framework of the Plan shall be
exercisable into shares as specified in Section 4.4 below, which
shall be deposited with the Trustee until the end of the Lock-up
Period.
4.3.4 Subject to the terms of this Plan and agreement and the Schedules
hereto, no transfer and/or sale (an "Action" for the purposes of this
Section) of the Options and/or Option Shares and/or any other right
attached to and/or deriving from and/or granted by virtue thereof
(the "Securities" for the purpose of this section) shall have any
force or effect unless such Action is registered in the books of the
Company and/or the books of the Trustee.
4.4 EXERCISE OF THE OPTIONS
4.4.1 Subject to the lock-up arrangements imposed by the Trustee as stated
in Section 4.3 above, and subject also to Company's decision with
respect to each Grantee, the Options shall be exercisable into shares
only in the following manner:
a. At the end of 12 (twelve) months following the Determining Date
(hereafter, the "First Exercise Date"), the Grantee may exercise
25% of the Options and receive therefor Option Shares.
b. At the end of each succeeding 12 months from the First Exercise
Date the Grantee may exercise for shares 1/4 (one quarter) of
the Options, such that at the end of 36 months from the First
Exercise Date it will be possible to exercise the last
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