Incredimail 2012 Annual Report Download - page 177

ISRAELI SHARE OPTION PLAN
U.S. Addendum to Perion Network Ltd. 2003 Israeli Share Option Plan
This Addendum is incorporated as part of the Perion Network Ltd. 2003 Israeli Share Option Plan (the “ISOP ”).
All terms not
otherwise defined herein shall have the meaning ascribed to them in the ISOP. This Addendum governs grants of Options to U.S.
Persons (as defined below).
In connection with U.S. Persons, the provisions of this Addendum shall supersede and govern in the case of any inconsistency between
the provisions of this Addendum and the provisions of the ISOP, provided, however, that this Addendum shall not be construed to grant
to any Optionee rights not consistent with the terms of the ISOP, unless specifically provided herein.
The individuals who shall be eligible to receive Options under the ISOP that are subject to the provisions of this Addendum shall be
employees, directors and other individuals who are United States citizens or who are resident aliens of the United States for United
States federal tax purposes (collectively, “ U.S. Persons ”),
and who render services to the management, operation or development of
the Company or a Subsidiary and who have contributed or may be expected to contribute materially to the success of the Company or a
Subsidiary. ISOs (as defined in Paragraph 5 below) shall not be granted to any individual who is not an employee of a corporation for
United States federal tax purposes. The term “ Subsidiary ”
as used in this Addendum means a corporation or other business entity of
which the Company owns, directly or indirectly through an unbroken chain of ownership, fifty percent or more of the total combined
voting power of all classes of stock.
4. Aggregate Maximum Number of Shares Eligible for Options
As of Janaury 20, 2011, the aggregate maximum number of Shares that may be issued under the ISOP is 3,368,000, as such number
may be adjusted in accordance with the ISOP.
5. Terms and Conditions of Options
Every Option granted to a U.S. Person shall be evidenced by a written Option Agreement in such form as the Board or the Committee
shall approve from time to time, specifying the number of Shares that may be purchased pursuant to the Option, the Purchase Price, the
time or times at which the Option shall become exercisable in whole or in part, whether the Option is intended to be an incentive stock
option under Section 422 of the Code (“ ISO ”) or a nonqualified stock option (“ NSO ”)
and such other terms and conditions as the
Board or the Committee shall approve, and containing or incorporating by reference the following terms and conditions. The ISOP and
this Addendum shall be administered in such a manner as to permit those Options granted hereunder and specially designated as an ISO
to qualify as incentive stock options as described in Section 422 of the Code. To the extent the Board or the Committee determines it to
be desirable to qualify Options granted under this Addendum as “performance-based compensation” within the meaning of Section 162
(m) of the Code, grants of such Options shall be administered by a committee of two or more “outside directors”
within the meaning of
Section 162(m) of the Code and shall be made in accordance with the requirements of the “performance-based compensation”
exception of Section 162(m) and the regulations thereunder.
1.
Purpose of the Addendum
2.
Provisions of the Addendum
3.
Eligibility
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