Incredimail 2012 Annual Report Download - page 168

ISRAELI SHARE OPTION PLAN
6. TRUSTEE
7. SHARES RESERVED FOR THE ISOP; RESTRICTION THEREON
6.1
Approved 102 Options which shall be granted under the ISOP and/or any Shares allocated or issued upon exercise of such
Approved 102 Options and/or other shares received subsequently following any realization of rights and/or any rights granted
to the Optionee by virtue of the Approved 102 Options (including bonus shares), shall be allocated or issued to the Trustee and
held for the benefit of the Optionees for such period of time as required by Section 102 or any regulations, rules or orders or
procedures promulgated thereunder, and in accordance with the Election made by the Company according to section 5.5
above.
6.2
Notwithstanding anything to the contrary, the Trustee shall not release any Shares allocated or issued upon exercise of
Approved 102 Options prior to the full payment of the Optionee’
s tax liabilities arising from Approved 102 Options which
were granted to him and/or any Shares allocated or issued upon exercise of such Options.
6.3
Upon receipt of Approved 102 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 Approved 102 Option or
Share granted to him thereunder.
7.1
The Company has reserved 4,368,000 (four million three hundred and sixty eight thousand) authorized but unissued Shares,
for the purposes of the ISOP, subject to adjustment as set forth in Section 9 below. Any Shares which remain unissued and
which are not subject to the 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 subject
to such Option may again be subjected to an Option under the ISOP or under the Company
’
s other share option plans.
7.2
Each Option granted pursuant to the ISOP, shall be evidenced by a written Option Agreement between the Company and the
Optionee, in such form as the Board or the Committee shall from time to time approve. Each Option Agreement shall state,
among other matters, the number of Shares to which the Option relates, the type of Option granted thereunder (whether a CGI,
OIO, Unapproved 102 Option or a 3(i) Option), the Vesting Dates, the Purchase Price per share, the Expiration Date and such
other terms and conditions as the Committee or the Board in its discretion may prescribe, provided that they are consistent with
this ISOP.
7.3 Until the consummation of an IPO, such Shares shall be voted by an irrevocable proxy (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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