Incredimail 2009 Annual Report Download - page 47

On December 27, 2007, and following approval by our audit committee and board of directors, our shareholders approved a grant to
Mr. Ofer Adler, of options to purchase 50,000 ordinary shares of the Company, under the following terms: (a) each option shall be exercisable
for one Ordinary Share at an exercise price equal to the closing price of an ordinary share on December 27, 2007, as reported by the Nasdaq
Global Market; and (b) the options shall vest in four equal portions on each anniversary of the date of approval of the grant, commencing with
the first anniversary. Any and all other terms and conditions pertaining to the grant of the options hereunder shall be in accordance with, and
subject to, the 2003 Plan adopted by the Company in 2003 and the Company's standard option agreement. See “Item 6.E Share Ownership -
Employee Benefit Plans - The 2003 Plan” below.
On July 17, 2008, and following approval by our audit committee and board of directors, our shareholders approved a grant to Ms.
Tamar Gottlieb of options to purchase 10,000 ordinary shares of the Company, under the following terms: (a) each option shall be exercisable
for one ordinary share at an exercise price equal to the closing price of an ordinary share on July 17, 2008, as reported by the Nasdaq Global
Market; and (b) the options shall vest in three equal portions on each anniversary of the date of approval of the grant, commencing with the first
anniversary. Any and all other terms and conditions pertaining to the grant of the options hereunder shall be in accordance with, and subject to,
the 2003 Plan adopted by the Company in 2003 and the Company's standard option agreement. See “Item 6.E Share Ownership —
Employee
Benefit Plans — The 2003 Plan” below.
On July 9, 2009, and following approval by our audit committee and board of directors, our shareholders amended the terms of options
granted to the external directors and the directors of the Company. In accordance with the amendment, our directors' recurring annual stock
option grants now have a vesting period of three years (instead of four years) from the date of their annual stock option grant. Also, upon
termination or expiration of the applicable director's service with the Company, provided that the termination or expiration is not "for Cause" and
not resulting from the director's resignation, the stock options granted to such director shall retain their original termination dates, and shall not
terminate 90 days after the applicable termination date, and the next upcoming tranche of stock options, of each grant, that are scheduled to vest
immediately subsequent to the termination date, if any, shall automatically vest and become exercisable immediately prior to the termination
date. In addition, to avoid a possible conflict of interest while discussing a Change of Control of the Company (which may result in the
termination of the director’
s term of office), all unvested options held by the director shall automatically vest and become exercisable upon such
“Change of Control” event. “Change of Control”
is defined for these purposes as: (i) merger, acquisition or reorganization of the Company with
one or more other entities in which the Company is not the surviving entity, (ii) a sale of all or substantially all of the assets of the Company; (iii)
a transaction or a series of related transactions as a result of which more than 50% of the outstanding shares or the voting rights of the Company
are held by any party (whether directly or indirectly).
C. BOARD PRACTICES
Board of Directors and Executive Officers
We are deemed a “limited liability public company”
under the Israeli Companies Law. As a limited liability public company, we are
managed by a board of directors and by our executive officers. Under the Israeli Companies Law and our articles of association, the board of
directors is responsible, among other things, for:
Our board of directors also appoints and may remove our chief executive officer and may appoint or remove other executive officers,
subject to any rights that the executive officers may have under employment agreements.
Upon the closing of our initial public offering (meaning, January 30, 2006), all previously existing special rights to appoint or serve as
directors had terminated and our articles of association were amended to remove these special rights.
●
establishing our policies and overseeing the performance and activities of our chief executive officer;
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convening shareholders
’
meetings;
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preparing and approving our financial statements;
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determining our plans of action, principles for funding them and the priorities among them, our organizational structure and wage
policy and examining our financial status;
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issuing securities and distributing dividends.
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