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EXHIBIT 10.3
MEDIS TECHNOLOGIES LTD.
2007 EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT
AGREEMENT,
dated as of [_____] [__], 2007, between Medis Technologies
Ltd., a Delaware corporation (the “Company”), and
[__________] (the “Grantee”).
W I T N E S S E T H:
WHEREAS,
as of April 18, 2007, the Company adopted the Medis
Technologies Ltd. 2007 Equity Incentive Plan (the
“Plan”), which Plan authorizes, among other
things, the grant of options to purchase shares of common
stock, $.01 par value (“Common Stock”), of the
Company to directors, officers and employees of the Company
and to other individuals; and
WHEREAS,
the Company’s Compensation Committee, as administrator
of the Plan, has determined that it would be in the best
interests of the Company to grant the option documented
herein.
NOW,
THEREFORE, the parties hereto hereby agree as
follows:
1
Definitions . Capitalized terms not defined in this
Agreement shall have the meaning ascribed to such terms in the
Plan.
2
Grant of Option . Subject to the terms and conditions of the
Plan and as set forth herein, the Company hereby grants to the
Grantee, as of date hereof, an option (the “Option”) to
purchase from the Company all or any part of an aggregate number of
[_____] shares of Common Stock (the “Optioned
Shares”)
3
Vesting . Subject to such further limitations as are provided
in the Plan and as set forth herein, the Option shall become
exercisable at a per share price of $[_____] (“Exercise
Price”), the Grantee having the right hereunder to purchase
from the Company the indicated number of Optioned Shares upon
exercise of the Option, on and after such dates, in cumulative
fashion:
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Non−Qualified
Stock Options
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102 Capital Gains
Track Option Award
(with Trustee) (Israel)
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102 Ordinary
Income Track
Option Award
(with Trustee)
(Israel)
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102 Non-
Trustee
Option
Award
(Israel)
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3(9)
Option
Award
(Israel)
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Only
those Optioned Shares indicated above as “Incentive
Stock Options” are intended by the parties hereto to be,
and be treated as, “incentive stock options” (as
such term is defined under Section 422 of the Code). The
Option may not be exercised with respect to less than 100
Optioned Shares (or the Optioned Shares then subject to
purchase under the Option, if less than 100 shares) or for any
fractional shares.
4
Termination of Option . (a) The Option, to the
extent not previously exercised, shall terminate and become null
and void on [_____][__], 20[__] (the “Option Expiration
Date”).
(b)
Subject
to the provisions of Section 5 hereof, and except as otherwise
provided in this Section 4, upon the Grantee’s ceasing for
any reason to be employed by the Company or a Subsidiary (such
occurrence being a “termination of the Grantee’s
employment”), the Option, to the extent not previously
exercised, shall terminate and become null and void three (3)
months after such termination of the Grantee’s employment, or
upon the Option Expiration Date, whichever occurs
first.
(c)
Subject
to the provisions of Section 5 hereof, if the Grantee has been
continuously employed with the Company or a Subsidiary for six (6)
years or more, upon a termination of the Grantee’s employment
(other than for Cause), the Option, to the extent not previously
exercised, shall terminate and become null and void on the Option
Expiration Date; provided, however, that to the extent the Options
are Incentive Stock Options, the Options (to such an extent) shall
cease to constitute Incentive Stock Options to the extent that such
Options are exercised more than three (3) months after the
termination of the Grantee’s employment.
(d)
Upon
a termination of the Grantee’s employment for Cause or if
following the Grantee’s termination of employment,
circumstances arise or are discovered with respect to the Grantee
that would have constituted Cause for termination of employment,
the Option, to the extent not previously exercised, shall terminate
and become null and void immediately upon such termination of the
Grantee’s employment (or when such circumstances arise or are
discovered).
(e)
Subject
to the provisions of Section 5 hereof, and except as otherwise
provided in this Section 4 (other than Section 4(b)), upon a
termination of the Grantee’s employment by reason of
permanent disability (within the meaning of Section 22(e)(3) of the
Code) or by reason of the death of the Grantee, the Option, to the
extent not previously exercised, shall terminate and become null
and void twelve (12) months after such termination of the
Grantee’s employment, or upon the Option Expiration Date,
whichever occurs first.
5
Exercisability . (a) Upon a termination of the
Grantee’s employment, the Option shall be exercisable only to
the extent that the Option is vested and is in effect on the date
of such termination of the Grantee’s employment.
(b)
To
the extent exercisable, the Option may be exercised by a legal
representative on behalf of the Grantee in the event of
such permanent disability, or, in the case of the death of the
Grantee, by the estate of the Grantee or by any person or persons
who acquired the right to exercise the Option by bequest or
inheritance or by reason of the death of the Grantee.
6
Manner of Exercise . (a) The Option may be exercised
in full at one time or in part from time to time for the number of
Optioned Shares then exercisable by giving written notice, signed
by the person exercising the Option, to the Company, stating the
number
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