Incredimail 2012 Annual Report Download - page 169

ISRAELI SHARE OPTION PLAN
8. PURCHASE PRICE
9. 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
The Purchase Price of each Share subject to an Option 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.
8.2
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. Notwithstanding the forms of exercise of Options specified herein, the Company may (at its full
and exclusive discretion), effectuate the exercise of the Options in a cash-less exercise or net-
exercise, if and when, the
Optionee instructs to exercise his Options for an immediate sale. The Committee shall have the authority to postpone the date
of payment on such terms as it may determine.
8.3
The Purchase Price shall be denominated in the currency of the primary economic environment of, either the Company or the
Optionee (that is the functional currency of the Company or the currency in which the Optionee is paid) as determined by the
Company.
9.1
In the event of Transaction, the unexercised Options then outstanding under the ISOP shall be assumed or substituted for 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) as were distributed to the shareholders of the Company in connection and with respect to the
Transaction. In the case of such assumption and/or substitution of Options, appropriate adjustments shall be made to the
Purchase Price so as to reflect such action and all other terms and conditions of the Option Agreements shall remain
unchanged, including but not limited to the vesting schedule, all subject to the determination of the Committee or the Board,
which determination shall be in their sole discretion and final. The Company shall notify the Optionee of the Transaction in
such form and method as it deems applicable at least ten (10) days prior to the effective date of such Transaction.
9.2
Notwithstanding the above and subject to any applicable law, the Board or the Committee shall have full power and authority
to determine that in certain Option Agreements there shall be a clause instructing that, if in any such Transaction as described
in section 9.1 above, the Successor Company (or parent or subsidiary of the Successor Company) does not agree to assume or
substitute for the Options,
the Vesting Dates shall be accelerated so that any unvested Option or any portion thereof shall be
immediately vested as of the date which is ten (10) days prior to the effective date of the Transaction.
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