DELTATHREE, INC.
2009 STOCK INCENTIVE PLAN
NONSTATUTORY STOCK OPTION
GRANT
UNDER SECTION 3(I) OF THE ISRAELI
INCOME TAX ORDINANCE
This NONSTATUTORY STOCK OPTION GRANT AGREEMENT
(the “ Agreement ”), dated as of
_________________ (the “ Grant Date ”),
is delivered by deltathree, Inc. (the “ Company
”) to _______________ (the “ Participant
”). Capitalized terms used herein and not
otherwise defined herein have the meaning given to them in the Plan
(as defined below).
RECITALS
WHEREAS, the Company maintains the deltathree,
Inc. 2009 Stock Incentive Plan, including Appendix A –
Israeli Participants thereto (the “ Plan ”) for
the benefit of its and its Affiliates’ employees, directors,
and consultants;
NOW, THEREFORE, in consideration of the
covenants and agreements contained herein, the parties to this
Agreement, intending to be legally bound, hereby agree as
follows:
1.
Grant of Option; Nonstatutory Stock Option Status
. Subject to the terms and conditions set forth in this
Agreement and in the Plan, the Company hereby grants to the
Participant a nonstatutory stock option (the “ Option
”) to purchase ___________ shares of Stock at an exercise
price of $_________ per share of Stock, subject to adjustment as
set forth in Sections 8.1 and 8.2 of the Plan. This
Option is granted as a 3(i) Option grant, as defined in Appendix A
to the Plan. This Option is not intended to qualify as
an Incentive Stock Option as defined in Section 422 of the
Code.
2.
Exercisability of Option . Subject to the
provisions of this Agreement, the Option shall become exercisable
on the following dates, if the Participant continues to provide
Service (as defined in the Plan) to the Company or its Affiliates
from the Grant Date through the applicable date:
|
Date
|
|
Shares for Which the Option is Exercisable
|
|
|
|
|
|
|
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First
anniversary of the Grant Date
|
|
|
25
|
%
|
|
|
|
|
|
|
|
Second
anniversary of the Grant Date
|
|
|
25
|
%
|
|
|
|
|
|
|
|
Third
anniversary of the Grant Date
|
|
|
25
|
%
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|
|
|
|
|
|
|
Fourth
anniversary of the Grant Date
|
|
|
25
|
%
|
The
exercisability of the Option is cumulative, but shall not exceed
100% of the shares of Stock subject to the Option. If
the foregoing schedule would produce fractional shares of Stock,
the number of shares of Stock for which the Option becomes
exercisable shall be rounded down to the nearest whole share of
Stock.
(a) The
Option shall have a term of ten (10) years from the Grant Date, and
shall terminate at the expiration of that period, unless it is
terminated at an earlier date pursuant to the provisions of this
Agreement or the Plan.
(b) The
Option shall automatically terminate upon the happening of the
first of the following events:
(i) If
the Participant’s Service terminates on account of death or
Disability (as defined in the Plan), the expiration of the one-year
period following the date of the Participant’s termination of
Service on account of death or Disability.
(ii) If
the Participant’s Service terminates for any reason other
than on account of death, Disability, or termination for Cause (as
defined in the Plan), the expiration of the 90 day period following
the date of the Participant’s termination of Service for any
reason other than on account of death, Disability, or termination
for Cause.
(iii) If
the Participant’s Service is terminated for Cause (unless the
Committee determines otherwise), the date on which the
Participant’s Service is terminated.
Notwithstanding the foregoing, in no event may
the Option be exercised after the tenth anniversary of the Grant
Date. Any portion of the Option that is not exercisable
at the time the Participant ceases to provide Service shall
immediately terminate as of such date.
(a) Subject
to the provisions of Sections 2 and 3 above, the Participant may
exercise part or all of the exercisable portion of the Option by
delivering to the Company written notice of intent to exercise in
the manner provided in this Agreement, specifying the number of
shares of Stock as to which the Option is to be exercised and the
method of payment. Payment of the exercise price shall
be made in accordance with procedures established by the Committee
from time to time based on the type of payment being made but, in
any event, prior to issuance of the shares of Stock. The
Participant shall pay the exercise price (i) in cash, by check or
cash equivalent; (ii) by tender to the Company of shares of Stock
owned by the Participant having a Market Value (as defined in the
Plan) equal to the exercise price of the shares of Stock to be
purchased; (iii) by surrender of the Option as to all or part of
the shares of Stock for which the Option is then exercisable in
exchange for shares of Stock having an aggregate Market Value equal
to the difference between the aggregate Market Value of the
surrendered portion of the Option and the aggregate exercise price
for the surrendered portion of the Option; (iv) by payment through
a broker in accordance with procedures permitted by Regulation T of
the Federal Reserve Board; or (v) by any combination
thereof. The Committee may impose from time to time such
limitations as it deems appropriate on the use of shares of Stock
to exercise the Option.
(b) The
obligation of the Company to deliver shares of Stock upon exercise
of the Option shall be subject to all applicable laws, rules, and
regulations and such approvals by governmental agencies as may be
deemed appropriate by the Committee, including such actions as
Company counsel shall deem
