Incredimail 2012 Annual Report Download - page 175

ISRAELI SHARE OPTION PLAN
16. AMENDMENTS OR TERMINATION
The Board may at any time amend, alter, suspend or terminate the ISOP. No amendment, alteration, suspension or termination of the
ISOP shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Company, which
agreement must be in writing and signed by the Optionee and the Company. Termination of the ISOP shall not affect the Committee’
s
ability to exercise the powers granted to it hereunder with respect to Options granted under the ISOP prior to the date of such
termination.
17. GOVERNMENT REGULATIONS
(a) The ISOP, and the granting and exercise of Options hereunder, and the obligation of the Company to sell and deliver Shares under
such Options, shall be subject to all applicable laws, rules, and regulations, whether of the State of Israel or of the United States or any
other State having jurisdiction over the Company and the Optionee, including the registration of the Shares under the United States
Securities Act of 1933, and the Ordinance and to such approvals by any governmental agencies or national securities exchanges as may
be required. Nothing herein shall be deemed to require the Company to register the Shares under the securities laws of any jurisdiction.
(b) For the avoidance of doubt, as long as the Company’
s securities are traded on the TASE, the provisions of this ISOP shall be
subject to the directives, rules and regulations of the TASE, as those are established from time to time (" TASE Directives
"). In the
event that any of the provisions of this ISOP do not comply with the TASE Directives, the Board shall be entitled to automatically
amend the provisions of this ISOP in order to comply with the TASE Directives.
18. CONTINUANCE OF EMPLOYMENT OR HIRED SERVICES
Neither the ISOP nor the Option Agreement with the Optionee shall impose any obligation on the Company or an Affiliate thereof, to
continue any Optionee in its employ or service, and nothing in the ISOP or in any Option granted pursuant thereto shall confer upon
any Optionee any right to continue in the employ or service of
the Company or an Affiliate thereof or restrict the right of the Company
or an Affiliate thereof to terminate such employment or service at any time.
19. GOVERNING LAW & JURISDICTION
The ISOP shall be governed by and construed and enforced in accordance with the laws of the State of Israel applicable to contracts
made and to be performed therein, without giving effect to the principles of conflict of laws. The competent courts of Tel-
Aviv, Israel
shall have sole jurisdiction in any matters pertaining to the ISOP.
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