Incredimail 2012 Annual Report Download - page 171

ISRAELI SHARE OPTION PLAN
10. TERM AND EXERCISE OF OPTIONS
The limitations pursuant to this subsection 10.3(b) shall be in effect only as long as the Company’
s securities are traded on the
Tel-Aviv Stock Exchange (the " TASE ").
9.7 The Optionee acknowledges that in the event that the Company’
s shares shall be registered for trading in any public market,
Optionee’s rights to sell the Shares may be subject to certain limitations (including a lock-
up period), as will be requested by
the Company or its underwriters, and the Optionee unconditionally agrees and accepts any such limitations.
9.8
Without derogating from the provisions of section 20 below, it is hereby clarified that any tax consequences arising from the
exercise of the provisions of this section 9, shall be borne solely by the Optionee
10.1
Options shall be exercised by the Optionee by giving written notice to the Company and/or to any third party designated by the
Company (the “ Representative ”),
in such form and method as may be determined by the Company and when applicable, by
the Trustee in accordance with the requirements of Section 102, which exercise shall be effective upon receipt of such notice
by the Company and/or the Representative and the payment of the Purchase Price at the Company’s or the Representative’
s
principal office. The notice shall specify the number of Shares with respect to which the Option is being exercised.
10.2
Options, to the extent not previously exercised, shall terminate forthwith upon the earlier of: (i) the date set forth in the Option
Agreement; and (ii) the expiration of any extended period in any of the events set forth in section 10.5 below.
10.3
(a) The Options may be exercised by the Optionee in whole at any time or in part from time to time, to the extent that the
Options become vested and exercisable, prior to the Expiration Date, and provided that, subject to the provisions of section
10.5 below, the Optionee is employed by or providing services to the Company or any of its Affiliates, at all times during the
period beginning with the granting of the Option and ending upon the date of exercise.
(b) Notwithstanding anything to the contrary hereinabove, Options shall not be exercised on the determining date with respect
to the distribution of bonus shares, offer by way of rights issue, distribution of dividends, consolidation of share capital,
consolidation of shares, reduction or split in share capital or company split (each hereinafter referred to as a "
Corporate
Event
"). In addition, if the Ex Date with respect to a Corporate Event occurs before the determining date relating to such
Corporate Event, then the exercise of Options shall not occur on such Ex Date.
10.4 In the event of termination of employment or service, the unvested portion of the Optionee’
s Option shall not vest and shall not
become exercisable. The termination of employer-
employee relations or cessation of service shall constitute termination of
employment or service. In the event of termination of employment or service Vested Options granted to such Optionee shall
expire unless extended pursuant to the provisions of section 10.5 below.
12