Incredimail 2011 Annual Report Download - page 58

Except as indicated in the footnotes to this table, each shareholder in the table has sole voting and investment power for the shares shown as beneficially
owned by them. Percentage ownership is based on 9,917,046 ordinary shares outstanding on February 29, 2012.
____________________________
* Represents less than one percent
Employee Benefit Plans
Our current equity incentive plan was adopted in 2003 under Section 102 of the Israeli Income Tax Ordinance, providing certain tax benefits in connection
with share-based compensation. Please also see Note 11 of our financial statements included in this annual report for information on the options issued under our plan.
Under the 2003 Plan, we may grant to our directors, officers, employees, service providers and controlling shareholders options to purchase our ordinary
shares. Following an increase in the number of shares available for grant approved by our board of directors and shareholders in December 2007 and January 2011, as
of December 31, 2011 a total of 2,421,403 ordinary shares are subject to the 2003 Plan. Any expired or cancelled options are available for reissuance under the 2003
Plan. Our employees, officers and directors may only be granted options under Section 102 of the Israeli Income Tax Ordinance (the " Tax Ordinance
"), which
provides for a beneficial tax treatment, and our non-
employees (such as service providers) and controlling shareholders may only be granted options under another
section of the Tax Ordinance, which does not provide for similar tax benefits. To be eligible for tax benefits under Section 102, options or ordinary shares must be
issued through a trustee, and if held by the trustee for the minimum required period, the employees and directors are entitled to defer any taxable event with respect to
the options until the earlier of (i) the transfer of the options or underlying shares from the trustee to the employee or director or (ii) the sale of the options or underlying
shares to any other third party. Based on elections made by us, our employees and directors will only be subject to capital gains tax of 25% on the sale of the options
or the underlying shares, provided the trustee holds their options or, upon their exercise, the underlying shares for the lesser of (i) 30 months, or (ii) 24 months
following the re-pricing of any options and for options without re-
pricing for 24 months following the end of the calendar year in which the options were granted, and
if granted after January 1, 2006, for only 24 months. We may not deduct expenses pertaining to the options for tax purposes.
Name
Number of Ordinary
Shares Beneficially
Owned
Percentage of
Ordinary Shares
Outstanding
Yacov Kaufman (1)
158,666
1.6
%
Andrew Wright
128,538
1.3
%
Tamar Gottlieb (2)
104,380
1.0
%
Josef Mandelbaum (3)
60,000
*
David Jutkowitz (4)
30,000
*
Li Carmel (5)
15,000
*
Avichay Nissenbaum (6)
11,900
*
Tomer Pascal (7)
11,667
*
Arik Czerniak (8)
10,000
*
Limor Gershoni Levy (9)
8,333
*
Rajiv Jain (10)
8,333
*
All directors and officers as a group (11 persons) (11)
546,817
5.3
%
(1)
Includes options to purchase 20,000 ordinary shares at an exercise price of $3.00 per share, 30,000 ordinary shares at an exercise price of $3.51 per share,
33,333 ordinary shares at an exercise price of $6.75 per share and 8,333 at an exercise price of $7.50 per share, exercisable within 60 days of this Annual
Report.
(2)
Includes options to purchase10,000 ordinary shares at an exercise price of $2.30 per share, 10,000 ordinary shares at an exercise price of $3.26 per share,
10,000 ordinary shares at an exercise price of $5.21 per share, 3,333 ordinary shares at an exercise price of $7.85 per share and 6,667 at an exercise price of
$9.98 per share, exercisable within 60 days of this Annual Report.
(3)
Represents options to purchase 50,000 ordinary shares at an exercise price of $4.38 per share and 10,000 ordinary shares at an exercise price of $7.50,
exercisable within 60 days of this Annual Report.
(4)
Represents options to purchase 10,000 ordinary shares at an exercise price of $2.30 per share, 10,000 ordinary shares at an exercise price of $5.21 per
share, 3,333 ordinary shares at an exercise price of $7.85 per share and 6,667 at an exercise price of $9.98 per share, exercisable within 60 days of this
Annual Report.
(5)
Represents options to purchase 6,667 ordinary shares at an exercise price of $6.15 per share and 8,333 at an exercise price of $7.50 per share, exercisable
within 60 days of this Annual Report.
(6)
Includes options to purchase 6,667 ordinary shares at an exercise price of $5.86 per share and 3,333 at an exercise price of $7.85 per share, exercisable
within 60 days of this Annual Report.
(7)
Represents options to purchase 6,667 ordinary shares at an exercise price of $6.15 per share and 5,000 at an exercise price of $7.50 per share, exercisable
within 60 days of this Annual Report.
(8)
Represents options to purchase 3,333 ordinary shares at an exercise price of $7.85 per share and 6,667 at an exercise price of $9.98 per share, exercisable
within 60 days of this Annual Report.
(9)
Represents options to purchase 8,333 ordinary shares at an exercise price of $7.11 per share, exercisable within 60 days of this Annual Report.
(10)
Represents options to purchase 8,333 ordinary shares at an exercise price of $7.25 per share, exercisable within 60 days of this Annual Report.
(11)
Includes options to purchase 285,000 ordinary shares, exercisable within 60 days of this Annual Report.
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