Exhibit 10.5
Incentive Stock Option Agreement
Under the Alma Lasers Ltd.
2007 Stock Option and Grant Plan
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Name of
Optionee:
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(the “Optionee”) |
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No. of Underlying
Shares:
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Ordinary Shares |
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Grant
Date:
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(the “Grant Date”) |
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Vesting
Commencement Date:
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(the “Vesting Commencement Date”) |
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Expiration
Date:
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(the “Expiration Date”) |
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Option Exercise
Price/Share:
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(the “Option Exercise Price”) |
Pursuant to the Alma Lasers Ltd. 2007
Stock Option and Grant Plan (the “Plan”), Alma Lasers
Ltd., a company organized under the laws of the State of Israel
(together with all successors thereto, the “Company”),
hereby grants to the Optionee, who is an employee of the Company or
any of its Subsidiaries, an Option to purchase, on or prior to the
Expiration Date (or such earlier date as provided in Section 3
below), all or any part of the number of Ordinary Shares of the
Company indicated above (the “Underlying Shares,” with
such shares once issued being referred to herein and in the Plan as
“Option Shares”) at the Option Exercise Price per share
indicated above.
Notwithstanding anything in this
Incentive Stock Option Agreement (the “Agreement”) to
the contrary, this Stock Option and any Option Shares shall be
subject to, and governed by, all the terms and conditions of the
Plan, including, without limitation, Section 9 thereof
concerning certain restrictions on transfer of Option Shares and
related matters. To the extent there is any inconsistency between
the terms of the Plan and of this Agreement, the terms of the Plan
shall control.
All capitalized terms used in this
Agreement and not otherwise defined shall have the respective
meanings given such terms in the Plan.
1. Vesting and
Exercisability .
(a) No
portion of this Stock Option may be exercised until such portion
shall have vested and become exercisable. Except as set forth in
Section 1(b) below, and subject to the determination of the
Committee in its sole discretion to accelerate the vesting schedule
hereunder, this Stock Option shall be vested and exercisable with
respect to the Underlying Shares in accordance with the following
schedule:
Vesting Schedule
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One year from Vesting Commencement Date: |
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25% of the Underlying Shares. |
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On the first
business day of the calendar month commencing after the one
(1) year anniversary of the Vesting Commencement Date and the
first business day of each subsequent month for the next
thirty-five (35) months:
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an additional 2.083333% of the
Underlying Shares. |
(b) In
the case of a Sale Event, this Stock Option shall be treated as
provided in Section 4(a) of the Plan.
2. Exercise of Stock
Option . Prior to the Expiration Date (or such
earlier date provided in Section 3 below), the Optionee may
exercise this Stock Option by (i) delivering a Stock Option
exercise notice (an “Exercise Notice”) in the form of
Appendix A hereto indicating his or her election to
purchase some or all of the Underlying Shares with respect to which
this Stock Option is exercisable at the time of such notice and
(ii) delivering a fully executed Joinder Agreement in the form
attached hereto as Appendix B . In the event such a
Joinder Agreement is not fully executed, the exercise of this Stock
Option shall not be effective or valid (unless the Holder is
already bound by the terms of the Shareholders Agreement with
respect to the Option Shares).
3. Termination of
Employment . Except as the Committee may otherwise
expressly provide, or as may otherwise be expressly provided in any
employment agreement between the Company and the Optionee, if the
Optionee’s employment with the Company or a Subsidiary
terminates, the period within which the Optionee may exercise this
Stock Option may be subject to earlier termination as set forth
below:
(a)
Termination of Employment Due to Death or Disability . If
the Optionee’s employment terminates by reason of such
Optionee’s death or disability (as defined in Section 422(c)
of the Code), this Stock Option may be exercised, to the extent
exercisable on the date of such termination, by the Optionee or by
the Optionee’s legal representative or legatee for a period
of twelve (12) months from the date of such termination or
until the Expiration Date, if earlier.
(b)
Termination for Cause . If the Optionee’s employment
is terminated by the Company for Cause, all Options (unvested and
vested) shall terminate immediately.
(c)
Other Termination . If the Optionee’s employment
terminates for any reason other than death or disability or Cause,
this Stock Option may be exercised, to the extent exercisable on
the date of such termination, by the Optionee for a period of three
(3) months from the date of termination or until the
Expiration Date, if earlier.
(d)
Treatment of Unvested Options on Termination of Employment .
Any portion of this Stock Option that is not exercisable on the
date of termination of the Optionee’s employment with the
Company, for any reason, shall terminate immediately and be null
and void and of
