Incredimail 2012 Annual Report Download - page 173

ISRAELI SHARE OPTION PLAN
11. VESTING OF OPTIONS
12. SHARES SUBJECT TO RIGHT OF FIRST REFUSAL
10.8
The Optionees shall not have any of the rights or privileges of shareholders of the Company in respect of any Shares
purchasable upon the exercise of any Option, nor shall they be deemed to be a class of shareholders or creditors of the
Company for purpose of the operation of sections 350 and 351 of the Companies Law or any successor to such section, until
registration of the Optionee as holder of such Shares in the Company’
s register of shareholders upon exercise of the Option in
accordance with the provisions of the ISOP, but in case of Options and Shares held by the Trustee, subject to the provisions of
Section 6 of the ISOP.
10.9
Any form of Option Agreement authorized by the ISOP may contain such other provisions as the Committee may, from time
to time, deem advisable.
11.1
Subject to the provisions of the ISOP, each Option shall vest following the Vesting Dates and for the number of Shares as shall
be provided in the Option Agreement. However, no Option shall be exercisable after the Expiration Date.
11.2
An Option may be subject to such other terms and conditions on the time or times when it may be exercised, as the Committee
may deem appropriate. The vesting provisions of individual Options may vary.
12.1
Notwithstanding anything to the contrary in the Articles of Association of the Company, none of the Optionees shall have a
right of first refusal in relation with any sale of shares in the Company.
12.2
Unless otherwise determined by the Committee, until such time as the Company shall complete an IPO, an Optionee shall not
have the right to sell Shares issued upon the exercise of an Option within six (6) months and one day from the date of exercise
of such Option. Unless otherwise determined by the Committee, until such time as the Company shall complete an IPO, the
sale of Shares issuable upon the exercise of an Option shall be subject to a right of first refusal on the part of the Repurchaser
(s).
Repurchaser(s) means (i) the Company, if permitted by applicable law, (ii) if the Company is not permitted by applicable law,
then any affiliate of the Company designated by the Committee; or (iii) if no decision is reached by the Committee, then the
Company’
s existing shareholders (save, for avoidance of doubt, for other Optionees who already exercised their Options), pro
rata in accordance with their shareholding. The Optionee shall give a notice of sale (hereinafter the “ Notice ”)
to the Company
in order to offer the Shares to the Repurchaser(s).
12.3 The Notice shall specify the name of each proposed purchaser or other transferee (hereinafter the “
Proposed Transferee
”
),
the number of Shares offered for sale (hereinafter the "Offered Shares"
), the price per Share and the payment terms. The
Repurchaser(s) will be entitled for thirty (30) days from the day of receipt of the Notice (hereinafter the “ Notice Period ”),
to
purchase all or part of the Offered Shares on a pro rata basis based upon their respective holdings in the Company.
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