Incredimail 2012 Annual Report Download - page 170

ISRAELI SHARE OPTION PLAN
9.3
For the purposes of section 9.1 above, an Option shall be considered assumed or substituted if, following the Transaction, the
Option confers the right to purchase or receive, for each Share underlying an Option immediately prior to the Transaction, the
consideration (whether shares, options, cash, or other securities or property) received in the Transaction by holders of shares
held on the effective date of the Transaction (and if such holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration
received in the Transaction is not solely ordinary shares (or their equivalent) of the Successor Company or its parent or
subsidiary, the Committee may, with the consent of the Successor Company, provide for the consideration to be received upon
the exercise of the Option to be solely ordinary shares (or their equivalent) of the Successor Company or its parent or
subsidiary equal in Fair Market Value to the per Share consideration received by holders of a majority of the outstanding
shares in the Transaction; and provided further that the Committee may determine, in its discretion, that in lieu of such
assumption or substitution of Options for options of the Successor Company or its parent or subsidiary, such Options will be
substituted for any other type of asset or property including cash which is fair under the circumstances.
9.4
If the Company is voluntarily liquidated or dissolved while unexercised Options remain outstanding under the ISOP, the
Company shall immediately notify all unexercised Option holders of such liquidation, and the Option holders shall then have
ten (10) days to exercise any unexercised Vested Option held by them at that time, in accordance with the exercise procedure
set forth herein. Upon the expiration of such ten
-
days period, all remaining outstanding Options will terminate immediately.
9.5
If the outstanding shares of the Company shall at any time be changed or exchanged by declaration of a share dividend (bonus
shares), share split, combination or exchange of shares, recapitalization, or any other like event by or of the Company, and as
often as the same shall occur, then the number, class and kind of the Shares subject to the ISOP or subject to any Options
therefore granted, and the Purchase Prices, shall be appropriately and equitably adjusted so as to maintain the proportionate
number of Shares without changing the aggregate Purchase Price, provided, however, that no adjustment shall be made by
reason of the distribution of subscription rights (rights offering) on outstanding shares. Upon happening of any of the
foregoing, the class and aggregate number of Shares issuable pursuant to the ISOP (as set forth in Section 7 hereof), in respect
of which Options have not yet been exercised, shall be appropriately adjusted, all as will be determined by the Board whose
determination shall be final
.
9.6
Anything herein to the contrary notwithstanding, if prior to the completion of the IPO all or substantially all of the shares of
the Company are to be sold, or in case of a Transaction, all or substantially all of the shares of the Company are to be
exchanged for securities of another Company, then each Optionee shall be obliged to sell or exchange, as the case may be, any
Shares such Optionee purchased under the ISOP, in accordance with the instructions issued by the Board in connection with
the Transaction, whose determination shall be final.
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