Incredimail 2012 Annual Report Download - page 176

ISRAELI SHARE OPTION PLAN
20. TAX CONSEQUENCES
21. NON-EXCLUSIVITY OF THE ISOP
The adoption of the ISOP by the Board shall not be construed as amending, modifying or rescinding any previously approved incentive
arrangements or as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem
desirable, including, without limitation, the granting of Options otherwise than under the ISOP, and such arrangements may be either
applicable generally or only in specific cases.
For the avoidance of doubt, prior grant of options to Optionees of the Company under their employment agreements, and not in the
framework of any previous option plan, shall not be deemed an approved incentive arrangement for the purpose of this Section.
22. MULTIPLE AGREEMENTS
The terms of each Option may differ from other Options granted under the ISOP at the same time, or at any other time. The Board may
also grant more than one Option to a given Optionee during the term of the ISOP, either in addition to, or in substitution for, one or
more Options previously granted to that Optionee.
20.1
Any tax consequences arising from the grant or exercise of any Option, from the payment for Shares covered thereby or from
any other event or act (of the Company and/or its Affiliates, the Trustee or the Optionee), hereunder, shall be borne solely by
the Optionee. The Company and/or its Affiliates and/or the Trustee shall withhold taxes according to the requirements under
the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the Optionee shall agree to
indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against and from any and all liability
for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or
to have withheld, any such tax from any payment made to the Optionee.
20.2
The Company and/or, when applicable, the Trustee shall not be required to release any Share certificate to an Optionee until all
required payments have been fully made.
20.3
To the extent provided by the terms of an Option Agreement, the Optionee may satisfy any tax withholding obligation relating
to the exercise or acquisition of Shares under an Option by any of the following means (in addition to the Company’
s right to
withhold from any compensation paid to the Optionee by the Company) or by a combination of such means: (i) tendering a
cash payment; (ii) subject to the Committee’
s approval on the payment date, authorizing the Company to withhold Shares from
the Shares otherwise issuable to the Optionee as a result of the exercise or acquisition of Shares under the Option in an amount
not to exceed the minimum amount of tax required to be withheld by law; or (iii) subject to Committee approval on the
payment date, delivering to the Company owned and unencumbered Shares; provided that Shares acquired on exercise of
Options have been held for at least 6 months from the date of exercise.
17