Incredimail 2012 Annual Report Download - page 179

ISRAELI SHARE OPTION PLAN
6. R equirements of Law
(a) The Company shall not be required to transfer Shares or to sell or issue any Shares upon the exercise of any Option if
the issuance of such Shares will result in a violation by the Optionee, the Company or any Subsidiary of any provisions of any law,
statute or regulation of any governmental authority. Specifically, in connection with the United States Securities Act of 1933, as
amended from time to time (the “ Securities Act ”),
upon the exercise of any Option, the Company shall not be required to issue Shares
unless the Board or the Committee has received evidence satisfactory to it to the effect that the Optionee will not transfer such Shares
except pursuant to a registration statement in effect under the Securities Act or unless an opinion of counsel satisfactory to the Company
has been received by the Company to the effect that registration is not required. Any determination in this connection by the Board or
the Committee shall be conclusive. The Company shall not be obligated to take any other affirmative action in order to cause the
exercise of an Option to comply with any law or regulations of any governmental authority, including, without limitation, the Securities
Act or applicable state securities laws.
(b) All other provisions of this Addendum and the ISOP notwithstanding, this Addendum and the ISOP shall be
administered and construed so as to avoid any person who receives an Option grant incurring any adverse tax consequences under Code
Section 409A. The Board or the Committee shall suspend the application of any provisions of the ISOP which could, in its sole
determination, result in an adverse tax consequence to any person under Code Section 409A.
To the extent required by law, the Company shall withhold or cause to be withheld income and other taxes with respect to any income
recognized by an Optionee by reason of the exercise of an Option, and as a condition to the receipt of any Option the Optionee shall
agree that if the amount payable to the Optionee by the Company and any Subsidiary in the ordinary course is insufficient to pay such
taxes, then the Optionee shall upon the request of the Company pay to the Company or a designated Subsidiary an amount sufficient to
satisfy its tax. As a condition to receiving the grant of any Option, the Optionee shall further agree to comply with any applicable tax
and legal reporting obligations with respect to the Option.
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7.
Tax Withholding and Reporting