Exhibit
10.9
Pimi Marion Holdings
Ltd.
2008 Share Option
Plan
Pimi Marion
Holdings Ltd. (the “Company”) hereby makes this share
option plan, which shall be known as the Pimi Marion Ltd. 2008
Share Option Plan (this “Plan”). The Company
may amend this Plan from time to time.
|
|
This Plan is
intended as an incentive to retain on the Company’s Board of
Directors (the “Board”), and in the Company’s and
its subsidiaries’ employ, persons of training, experience,
and ability, to attract new directors, employees, consultants and
contractors whose services are considered unusually valuable, to
encourage the sense of proprietorship of such persons, and to
stimulate the active interest of such persons in the development
and financial success of the Company.
|
|
|
The Plan is
intended to provide such individuals with opportunities to purchase
regular shares in the Company, pursuant to the Plan as approved by
the Board, and is designed to benefit from, and may be made
pursuant to, the provisions of Section 102 of the Israeli Income
Tax Ordinance [New Version] 1961 (“Section 102”) and
any regulations, rules, orders or procedures promulgated thereunder
with respect to options granted to employees of the Company, as
defined below, if so determined by the Board or by the
Committee.
|
|
|
ADMINISTRATION OF THE PLAN
|
|
|
The Board, or
in its discretion a Share Option Committee (the
“Committee”) appointed and maintained by the Board,
shall have the power to administer the Plan. The Committee shall
consist of such members of the Board (not less than two (2) in
number) as may be determined by the Board, and any member of such
Committee shall be eligible to receive Options under the Plan while
serving on the Committee, unless otherwise specified in this
Plan.
|
|
|
The Board or
the Committee shall have full power and authority to (i) designate
participants; (ii) determine the terms and provisions (which need
not be identical) of Option Agreements, , including but not limited
to the number of shares in the Company to be covered by each
Option, provisions concerning the time or times when and the extent
to which the Options may be exercised, and the nature and duration
of restrictions on transfer or restrictions constituting
substantial risk of forfeiture; (iii) accelerate the
right of an optionee to exercise, in whole or in part, any
previously granted Option; (iv) interpret the provisions
and supervise the administration of the Plan;
and(v) determine any other matter which is necessary or
desirable for, or incidental to, administration of the
Plan.
|
|
|
The Board or
the Committee shall have the authority to grant in its discretion
to the holder of an outstanding Option, in exchange for the
surrender and cancellation of such Option, a new Option having a
purchase price lower than provided in the Option so surrendered and
canceled, and containing such other terms and conditions as the
Board or the Committee may prescribe in accordance with the
provisions of the Plan.
|
|
|
All decisions
and selections made by the Board or the Committee pursuant to the
provisions of the Plan shall be made by a majority of its members,
except that no member of the Board or Committee shall vote on, or
be counted for quorum purposes, with respect to any proposed action
of the Board or Committee relating to any Options to be granted to
that member. Any decision reduced to writing and signed by all the
members who are authorized to make such decision shall be fully
effective as if it had been made by a majority at a meeting duly
held.
|
|
|
Each member of
the Board or the Committee shall be indemnified and held harmless
by the Company against any cost or expense (including counsel fees)
reasonably incurred by him, or any liability (including any sum
paid in settlement of a claim with the approval of the Company)
arising out of any act or omission to act in connection with the
Plan unless arising out of such member’s own fraud or bad
faith, to the extent permitted by applicable law. Such
indemnification shall be in addition to any rights of
indemnification that the member may have as a Director or otherwise
under the Company’s Articles of Association, any agreement,
any vote of shareholders or disinterested directors, or
otherwise.
|
|
|
DESIGNATION OF PARTICIPANTS
|
|
|
The persons
eligible for participation in the Plan as recipients of Options
shall include any employees of the Company or of any subsidiary of
the Company. Directors of the Company or of any subsidiary of the
Company who are not employees of the Company or its subsidiaries,
and consultants or contractors of the Company or its subsidiaries,
shall also be eligible for participation in the Plan as recipients
of Options.
|
|
|
The grant of an
Option under this Plan shall neither entitle the recipient to
participate, nor disqualify him from participating in, any other
grant of Options pursuant to this Plan, or any other option or
stock plan of the Company or any of its affiliates.
|
In the event
that the Options shall be granted to employees of the Company
pursuant to the provisions of Section 102, they shall be issued to
a trustee (the “Trustee”) nominated by the Board or the
Committee (in accordance with the provisions of Section 102) and
held for the benefit of the Option recipients for a period of not
less than two (2) years (24 months) from the date of the grant of
the Option. The Trustee may also hold in trust any shares issued
upon exercise of such Options.
|
|
SHARES
RESERVED FOR THE PLAN, AND RESTRICTIONS
|
|
|
Subject to
adjustment as provided in Paragraph 8 below, a total of 623,547
(Sixty Two Thousand Five Hundred Forty Seven) Regular Shares, NIS
0.01 par value per share of the Company, (the “Shares”)
shall be subject to this Plan. The Shares subject to the Plan are
hereby reserved for sale for such purpose.
|
|
|
Any of such
Shares which may remain unsold and which are not subject to
outstanding Options at the termination of the Plan shall cease to
be reserved for the purpose of the Plan, but until termination of
the Plan the Company shall at all times reserve a sufficient number
of Shares to meet the requirements of the Plan. If any Option for
any reason expires or is canceled prior to its exercise or
relinquishment in full, the Shares that are the subject of such
Option may again be subjected to an Option under the
Plan.
|
|
|
Anyone who
purchased Shares under this Plan upon the exercise of Options shall
have no voting rights as a shareholder (in any and all matters
whatsoever) until the consummation of a public offering of the
Company’s Shares (the “IPO”). Until an IPO, such
Shares shall be voted by a proxy pursuant to the directions of the
Board, such proxy to be to the person or persons designated by the
Board. All Shares issued upon exercise of the Options shall entitle
the holder thereof to receive dividends and other distributions
thereon.
|
|
|
The purchase
price of each Share subject to an Option or any portion of it shall
be determined by the Board or the Committee in its sole and
absolute discretion in accordance with applicable law, subject to
guidelines as shall be determined by the Board from time to
time.
|
|
|
The option
price shall be payable upon the exercise of the Option in cash, by
check, or other form satisfactory to the Board or the
Committee.
|
|
|
The proceeds
received by the Company from the sale of Shares subject to an
Option granted under the Plan will be added to the general funds of
the Company and used for its corporate purposes.
|
Upon the
occurrence of any of the following described events, an
optionee’s rights to purchase Shares under the Plan shall be
adjusted as hereinafter provided:
|
|
If the Company
is separated, reorganized, merged, consolidated, or amalgamated
with or into another corporation while unexercised Options remain
outstanding under the Plan, there shall be substituted
for the Shares subject to the unexercised portions of such
outstanding Options an appropriate number of shares of each class
of shares or other securities of the separated, reorganized,
merged, consolidated or amalgamated corporation which were
distributed to the shareholders of the Company in respect of their
Shares, and appropriate adjustments shall be made in the purchase
price per share or other security to reflect such
action.
|
|
|
If the Company
is liquidated or dissolved while unexercised Options remain
outstanding under the Plan, then all such outstanding Options may
be exercised in full by the Optionee as of the effective date of
any such liquidation or dissolution of the Company without regard
to the installment exercise provisions of Section 9
below.
|
|
|
If the
outstanding shares of the Company shall at any time be changed or
exchanged by declaration of a stock dividend, stock split,
combination or exchange of shares, recapitalization, or any other
like event by or of the Company, and as often as the same shall
occur, then the number, class, and kind of Shares subject to the
Option theretofore granted shall be appropriately and equitably
adjusted so that upon exercise of the option the Optionee will
receive whatever securities such Optionee would have received had
the option been exercised immediately prior to the above mentioned
events, without changing the aggregate Option
price. Upon the happening of any of the foregoing, the
class and aggregate number of Shares issuable pursuant to the Plan
(as set forth in paragraph 6 above), in respect of which options
have not yet been exercised, shall be appropriately
adjusted.
|
|
|
In the event of
a rights issuance to shareholders of the Company to purchase any
securities issued by the Company, no adjustment shall be made with
respect to such option theretofore granted, but such rights will be
issued also to the Optionee inasmuch as the Optionee would have
been entitled thereto had such option been exercised immediately
prior to the record date for such rights issuance; provided however
that such rights issued to the Optionee may be exercised only if
and when the option is exercised and only to the extent that such
rights have been issued in respect of the Shares purchased upon the
exercise of such option. The exercise price of any
rights issued in respect of outstanding options shall be subject to
such adjustments as may be determined by the Board when the rights
issuance is made to account for any postponement of the exercise of
such rights pursuant to the foregoing.
|
|
|
Anything herein
to the contrary notwithstanding, if prior to the completion of
the IPO, all or substantially all of the Shares of the
Company are to be sold, or upon a merger or reorganization or the
like, the Shares of the Company, or any class thereof, are to be
exchanged for securities of another company, then in such event,
each optionee shall be obliged to sell or exchange, as the case may
be, the Shares such optionee purchased under the Plan, in
accordance with the instructions then issued by the
Board.
|
|
|
TERM AND
EXERCISE OF OPTIONS
|
|
|
Options shall
be exercised by the Optionee by giving written notice to the
Company, which exercise shall be effective upon receipt of such
notice together with check or cash payment of the purchase price of
the Shares for which the option is exercised by the Company at its
principal office. The notice shall specify the number of
Shares with respect to which the Option is being exercised. The
written notice, if delivered prior to completion of the
Company’s Initial Public Offering, shall be accompanied by a
proxy for voting in the Company’s general meeting duly
executed by the Optionee, in a form authorized by the
Company.
|
|
|
Each Option
granted under this Plan shall vest and be exercisable on the date
and for the number of Shares as shall be provided in the Option
Agreement evidencing the Option and setting forth the terms
thereof. However, no Option shall be exercisable after the
expiration of ten years from the date of grant.
|
|
|
Options granted
under the Plan shall not be transferable by optionees other than by
will or laws of descent and distribution, and during an
optionee’s lifetime shall be exercisable only by that
optionee.
|
|
|
Options granted
to employees or directors may not be exercised after the
termination of employment and/or service as a director
unless
|
|
|
prior to the
date of such termination, the Board or the Committee shall
authorize, in the relevant Option Agreement or otherwise, an
extension of the term of all or part of the Option beyond the date
of such termination for a period not to exceed the period during
which the Option by its terms would otherwise have been
exerciseable;
|
|
|
termination is
without cause (as determined by an applicable court), in which
event any Options still in force and unexpired may be exercised
within a period of the lesser of (i) ninety (90) days from the date
of such termination, or (ii) the remainder of the period
during which the Option by its terms would otherwise have been
exerciseable, but only with respect to the number of Shares
purchasable at the time of such termination;
|
|
|
termination is
the result of death or disability, in which event any Options still
in force and unexpired may be exercised within a period of the
lesser of (i) six (6) months from the date of termination, or (ii)
the remainder of the period during which the Option by its terms
would otherwise have been exerciseable, but only with respect to
the number of Shares purchasable at the time of such termination;
or
|
|
|
termination of
employment is the result of retirement under any deferred
compensation agreement or retirement plan of the Company or of any
subsidiary of the Company or after the age of 60, while Options
granted under this Plan are still in force and unexpired, in which
case the Board or Committee shall have the discretion to permit any
unmatured installments of the Options to be accelerated for
exercise as of the later of the date of retirement or a date one
year following the date of grant, but in any event no later than
the date on which the Option by its terms would have otherwise
expired, and the Options shall thereupon be exercisable in full
without regard to the installment exercise provisions of this
Section.
|
|
|
The holders of
Options shall not be, or have any of the rights or privileges of,
shareholders of the Company in respect of any Shares purchasable
upon the exercise of any part of an Option unless and until,
following exercise of any part of an Option, but subject always to
the provisions of Section 5 above, certificates representing such
Shares shall have been issued by the Company and delivered to such
holders.
|
|
|
Any form of
Option Agreement authorized by the Plan may contain such other
provisions as the Board or the Committee may, from time to time,
deem advisable. Without limiting the foregoing, the Board or the
Committee may, with the consent of the optionee, from time to time
cancel all or any portion of any option then subject to exercise,
and may approve in such case that the Company’s obligation in
respect of such Option may be discharged by
|
|
|
payment to the
optionee of an amount in cash equal to the excess, if any, of the
fair market value of the Shares at the date of such cancellation
subject to the portion of the Option so canceled over the aggregate
purchase price of such Shares;
|
|
|
the issuance or
transfer to the optionee of Shares of the Company with a Fair
Market Value at the date of such transfer equal to any such excess;
or
|
|
|
a combination
of cash and Shares with a combined value equal to any such excess,
all as determined by the Board or the Committee in its sole
discretion.
|
Any Options
shall not be assigned, transferred, pledged, or otherwise given as
collateral to any third party whatsoever, and during the lifetime
of the optionee each and all of such optionee’s rights to
purchase Shares under this Plan shall be exercisable only by such
optionee.
Unless Shares
covered by the Plan have been listed for trade on any stock
exchange (of any jurisdiction), or the Company has determined that
such registrations are unnecessary, each person exercising an
Option under the Plan shall if so required by the Company give a
representation in writing that he is acquiring such shares for his
own account, for investment, and not with a view to, or for sale in
connection with, the distribution of any part thereof.
The plan shall
be effective as of September 7, 2008, and shall continue, unless
otherwise determined by the Company, for ten (10) years.
|
|
AMENDMENTS OR TERMINATION
|
The Board
may, at any time and from time to time, amend, alter, or
discontinue the Plan, except that no amendment or alteration shall
be made which would impair the rights of the holder of any Option
theretofore granted without his consent, and except that no
amendment or alteration shall be made which, without the approval
of the shareholders, would:
|
|
Increase the
total number of Shares reserved for the purposes of the Plan,
except as is provided in Section 6, or decrease the option price
provided in Section 7, or change the class of persons eligible to
participate in the Plan as provided in Section 4, or
|
|
|
Extend the
option period provided for in Section 9.
|
The Plan, and
the granting and exercise of Options under this Plan, and the
obligation of the Company to sell and deliver Shares under such
Options, shall be subject to all applicable laws, rules, and
regulations, whether of the State of Israel or of the United States
or any other State having jurisdiction over the Company and the
optionee including the registration of the Shares under the U.S.
Securities Act of 1933, as amended, and to such approvals by any
governmental agencies or national securities exchanges as may by
required.
|
|
CONTINUANCE OF EMPLOYMENT
|
Neither the
Plan nor the Option Agreement with the optionees shall impose any
obligation on the Company or a subsidiary thereof, to continue any
optionee in its employ, and nothing in the Plan or in any Option
granted pursuant to this Plan shall confer upon any optionee any
right to continue in the employ of the Company or a subsidiary
thereof, or restrict the right of the Company or a subsidiary
thereof, to terminate such employment at any time.
This Plan shall
be governed by and construed and enforced in
accordance with the laws of the State of Israel
applicable to contracts made and to be performed therein, without
giving effect to the principles of conflict of laws.
Any tax
consequences arising from the grant or exercise of any Option, from
the payment for Shares covered thereby. or from any other event or
act (of the Company or the optionee) under this Plan, shall be
borne solely by the optionee. Furthermore, the optionee shall agree
to indemnify the Company and the Trustee, and hold them harmless
against and from any and all liability for any such tax or interest
or penalty thereon, including without limitation, liabilities
relating to the necessity to withhold, or to have withheld, any
such tax from any payment made to the optionee.
|
|
NON-EXCLUSIVITY OF THE PLAN
|
The adoption of
the Plan by the Board shall not be construed as amending,
modifying, or rescinding any previously approved incentive
arrangements or as creating any limitations on the power of the
Board to adopt such other incentive arrangements as it may deem
desirable, including without limitation, the granting of stock
options otherwise than under the Plan, and such arrangements may be
either applicable generally or only in specific cases.
The terms of
each Option may differ from other Options granted under the Plan at
the same time, or at any other time. The Committee may also grant
more than one Option to a given optionee during the term of the
Plan, either in addition to, or in substitution for, one or more
Options previously granted to that optionee.
Pimi Agro Clean
Technologies LTD.
OPTION AGREEMENT
Made as of the 19 day of January,
2009
|
BETWEEN:
|
Pimi Agro
Clean Technologies Ltd.
|
|
|
|
|
|
|
|
(previously
"Pimi Marion Holdings Ltd.")
|
|
|
|
|
|
|
|
A company
incorporated in Israel
|
|
|
|
|
|
|
|
registered
office is at P.O. Box 117
|
|
|
|
|
|
|
|
Hutzot Alonim
30049, Israel
|
|
|
|
|
|
|
|
(hereinafter
the “ Company” )
|
|
|
|
|
|
|
|
on the one
part
|
|
|
|
|
|
|
AND:
|
Avi Lifshitz,
Cpa I.D. 055099899
|
|
|
|
Beit Zaid,
Kiryat Tivon, Israel
|
|
|
|
(hereinafter
the “ Optionee ”)
|
|
|
|
|
|
|
|
on the other
part
|
|
|
|
On September 7,
2008, the Company duly adopted and the Board approved the
“Pimi 2008 Option Plan” a copy of which is attached as
Appendix A hereto, forming an integral part hereof (the
“ Appendix A ”); and -
|
|
|
Pursuant to the
Appendix A and to Pimi 2008 Option Plan (the
“Plan”), the Company has decided to grant Options to
purchase Shares of the Company to the Optionee, and the Optionee
has agreed to such grant, subject to all the terms and conditions
as set forth in the Plan and as provided herein;
|
NOW,
THEREFORE , it is agreed
as follows:
1.
Preamble and Definitions
|
|
|
The preamble to
this agreement constitutes an integral part hereof.
|
|
|
|
|
|
|
1.2
|
Unless
otherwise defined herein, capitalized terms used herein shall have
the meaning ascribed to them in the Appendix A .
|
|
|
|
The Company
hereby grants to the Optionee the number of Options as set forth in
Appendix B hereto, each Option shall be exercisable for one
Regular Share, upon payment of the Purchase Price as set forth in
Appendix B , subject to the terms and the conditions as set
forth in the Appendix A and as provided herein.
|
|
|
|
The Optionee is
aware that the Company intends in the future to issue additional
shares and to grant additional options to various entities and
individuals, as the Company in its sole discretion shall
determine.
|
3.
Period of Option and Conditions of Exercise
|
|
|
The terms of
this Option Agreement shall commence on the Date of Grant and
terminate at the Expiration Date, or at the time at which the
Option expires pursuant to the terms of the Appendix A or pursuant
to this Option Agreement.
|
|
|
|
Options may be
exercised only to purchase whole Shares, and in no case may a
fraction of a Share be purchased. If any fractional Share would be
deliverable upon exercise, such fraction shall be rounded up
one-half or less, or otherwise rounded down, to the nearest whole
number.
|
Notwithstanding
anything to the contrary in Section 8.1 of the Plan and in addition
thereto, if in any such Transaction as described in Section 8.1 of
the Plan, the Successor Company (or parent or subsidiary of the
Successor Company) does not agree to assume or substitute for the
Options, the Vesting Dates shall be accelerated so that any
unvested Option shall be immediately vested in full as of the date
which is ten (10) days prior to the effective date of the
Transaction, and the Committee shall notify the Optionee that the
unexercised Options are fully exercisable for a period of ten (10)
days from the date of such notice, and that any unexercised Options
shall terminate upon the expiration of such period.
If the
Successor Company (or parent or subsidiary of the Successor
Company) agrees to assume or substitute for the Options and
Optionee’s employment with the Successor Company is
terminated by the Successor Company without “Cause”
within one year of the closing of such Transaction, the Vesting
Dates shall be accelerated so that any unvested portion of the
substituted Option shall be immediately vested in full as of the
date of such termination without Cause.
5.
Vesting; Period of Exercise
|
|
Subject to the
provisions of the Plan and Appendix A, Options shall vest and
become exercisable according to the Vesting Dates set forth in
Appendix B hereto, provided that the Optionee is an Employee
of the Company and/or its Affiliates on the applicable Vesting Date
. In case the Optionee is no longer an Employee of the
Company and/or its Affiliates, the Optionee will be entitled to
receive the Options which were accumulated on a quarterly basis, up
to the date of termination of his employment with the
company.
|
|
|
All unexercised
Options granted to the Optionee shall terminate and shall no longer
be exercisable on the Expiration Date, as described the Appendix
A.
|
|
|
|
Options may be
exercised in accordance with the provisions of Section 9.1 of the
Plan.
|
|
|
|
In order for
the Company to issue Shares upon the exercise of any of the
Options, the Optionee hereby agrees to sign any and all documents
required by any applicable law and/or by the Company's Articles of
Association.
|
|
|
|
The Company
shall not be obligated to issue any Shares upon the exercise of an
Option if such issuance, in the opinion of the Company, might
constitute a violation by the Company of any provision of
law.
|
7.
Restrictions on Transfer of Options and
Shares
|
|
|
The transfer of
Options and the transfer of Shares to be issued upon exercise of
the Options shall be subject to the limitations set forth in the
Plan and in the Appendix A and in the Company’s Articles of
Association.
|
|
|
|
With respect to
any Approved 102 Option, subject to the provisions of Section 102
and any rules or regulation or orders or procedures promulgated
thereunder, an Optionee shall not be entitled to sell or release
from trust any Share received upon the exercise of an Approved 102
Option and/or any share received subsequently following any
realization of rights, including without limitation, bonus shares,
until the lapse of the Holding Period required under Section 102 of
the Ordinance.
|
|
|
|
With respect to
Unapproved 102 Option, if the Optionee ceases to be employed by the
Company or any Affiliate, the Optionee shall extend to the Company
and/or its Affiliate a security or guarantee for the payment of tax
due at the time of sale of Shares, all in accordance with the
provisions of Section 102 and the rules, regulation or orders
promulgated thereunder.
|
|
|
|
The Optionee
acknowledges that in the event Company's shares shall be registered
for trading in any public market, the Optionee’s right to
sell Shares may be subject to limitations (including a lock-up
period), as will be requested by the Company or its underwriters,
and the Optionee unconditionally agrees and accepts any such
limitations.
|
The Optionee
acknowledges that in order to enforce the above restriction, the
Company may impose stop-transfer instructions with respect to the
exercised Shares.
|
|
|
The Optionee
shall not dispose of any Shares in transactions which violate, in
the opinion of the Company, any applicable laws, rules and
regulations.
|
|
|
|
The Optionee
agrees that the Company shall have the authority to endorse upon
the certificate or certificates representing the Shares such
legends referring to the foregoing restrictions, and any other
applicable restrictions as it may deem appropriate (which do not
violate the Optionee's rights according to this Option
Agreement).
|
8.
Taxes; Indemnification
|
|
|
Any tax
consequences arising from the grant or exercise of any Option, from
the payment for Shares covered thereby or from any other event or
act (of the Company and/or its Affiliates, the Trustee or the
Optionee), hereunder, shall be borne solely by the Optionee. The
Company and/or its Affiliates and/or the Trustee shall withhold
taxes according to the requirements under the applicable laws,
rules, and regulations, including withholding taxes at source.
Furthermore, the Optionee hereby agrees to indemnify the Company
and/or its Affiliates and/or the Trustee and hold them
harmless against and from any and all liability for
any such tax or interest or penalty thereon, including without
limitation, liabilities relating to the necessity to withhold, or
to have withheld, any such tax from any payment made to the
Optionee.
|
|
|
|
The Optionee
will not be entitled to receive from the Company and/or the Trustee
any Shares allocated or issued upon the exercise of Options prior
to the full payments of the Optionee’s tax liabilities
arising from Options which were granted to him and/or Shares issued
upon the exercise of Options. For the avoidance of doubt, neither
the Company nor the Trustee shall be required to release any share
certificate to the Optionee until all payments required to be made
by the Optionee have been fully satisfied.
|
|
|
|
The receipt of
the Options and the acquisition of the Shares to be issued upon the
exercise of the Options may result in tax consequences. THE
OPTIONEE IS ADVISED TO CONSULT A TAX ADVISER WITH RESPECT TO THE
TAX CONSEQUENCES OF RECEIVING OR EXERCISING THIS OPTION OR
DISPOSING OF THE SHARES.
|
|
|
|
With respect to
Approved 102 Options, the Optionee hereby acknowledges that he is
familiar with the provisions of Section 102 and the regulations and
rules promulgated thereunder, including without limitations the
type of Option granted hereunder and the tax implications
applicable to such grant. The Optionee accepts the provisions of
the trust agreement signed between the Company and the Trustee,
attached as Appendix C hereto, and agrees to be bound by its
terms.
|
|
|
No
Obligation to Exercise Options . The grant and acceptance of these Options
imposes no obligation on the Optionee to exercise it.
|
|
|
Confidentiality . The Optionee shall regard the
information in this Option Agreement and its Appendixes attached
hereto as confidential information and the Optionee shall not
reveal its contents to anyone except when required by law or for
the purpose of gaining legal or tax advice.
|
|
|
Continuation
of Employment or Service . Neither the Plan, the Appendix A
nor this Option Agreement shall impose any obligation on the
Company or an Affiliate to continue the Optionee’s employment
or service and nothing in the Appendix A or in this Option
Agreement shall confer upon the Optionee any right to continue in
the employ or service of the Company and/or an Affiliate or
restrict the right of the Company or an Affiliate to terminate such
employment or service at any time.
|
|
|
Entire
Agreement . Subject to
the provisions of the Appendix A, to which this Option Agreement is
subject, this Option Agreement, together with the Appendixs hereto,
constitute the entire agreement between the Optionee and the
Company with respect to Options granted hereunder, and supersedes
all prior agreements, understandings and arrangements, oral or
written, between the Optionee and the Company with respect to the
subject matter hereof.
|
|
|
Failure to
Enforce - Not a Waiver .
The failure of any party to enforce at any time any provisions of
this Option Agreement or the Appendix A shall in no way be
construed to be a waiver of such provision or of any other
provision hereof.
|
|
|
Provisions
of the APPENDIX A . The
Options provided for herein are granted pursuant to the Plan and
Appendix A and said Options and this Option Agreement are in all
respects governed by the Plan and Appendix A and subject to all of
the terms and provisions of the Plan and Appendix A.
|
Any
interpretation of this Option Agreement will be made in accordance
with the the Plan and Appendix A but in the event there is any
contradiction between the provisions of this Option Agreement and
the Plan and/or Appendix A, the provisions of the Option Agreement
will prevail.
|
|
Binding
Effect . The Plan,
Appendix A and this Option Agreement shall be binding upon the
heirs, executors, administrators and successors of the parties
hereof.
|
|
|
Notices . All notices or other communications given or
made hereunder shall be in writing and shall be delivered or mailed
by registered mail or delivered by email or facsimile with written
confirmation of receipt to the Optionee and/or to the Company at
the addresses shown on the letterhead above, or at such other place
as the Company may designate by written notice to the Optionee. The
Optionee is responsible for notifying the Company in writing of any
change in the Optionee’s address, and the Company shall be
deemed to have complied with any obligation to provide the Optionee
with notice by sending such notice to the address indicated
below.
|
|
|
Name:
__________________________
|
|
|
Position:_________________________
|
|
|
Signature:
_______________________
|
I, the
undersigned, hereby acknowledge receipt of a copy of the Plan,
Appendix A and accept the Options subject to all of the terms and
provisions thereof. I have reviewed the Plan, Appendix A and this
Option Agreement in its entirety, have had an opportunity to obtain
the advice of counsel prior to executing this Option Agreement, and
fully understand all provisions of this Option Agreement. I agree
to notify the Company upon any change in the residence address
indicated above.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
|
|
|
|
|
Date Optionee’s
Signature
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Appendix
A: Pimi 2008 Share
Option Plan
|
APPENDIX B
TERMS OF THE
OPTION
|
|
|
|
|
1.10.2008
|
|
|
Approved 102
Option: Capital Gain Option (CGO)
|
1. Number
of Options granted:
|
|
|
|
Last round of
Investment Price
|
|
|
|
|
|
|
Vesting
Date
|
|
|
|
1.10.2009
|
|
|
|
1.10.2010
|
|
|
|
|
|
|
|
1.10.2012
|
Pimi Agro Clean
Technologies LTD.
OPTION AGREEMENT
Made as of the _____day of
_______, 2008
|
BETWEEN:
|
Pimi Agro
Clean Technologies Ltd
|
|
|
|
|
|
|
|
(previously
"Pimi Marion Holdings Ltd.")
|
|
|
|
|
|
|
|
A company
incorporated in Israel
|
|
|
|
|
|
|
|
registered
office is at P.O. Box 117
|
|
|
|
|
|
|
|
Hutzot Alonim
30049, Israel
|
|
|
|
|
|
|
|
(hereinafter
the “ Company” )
|
|
|
|
|
|
|
|
on the one
part
|
|
|
|
|
|
|
AND:
|
Doron
Shorrer
|
|
|
|
|
|
|
|
I.D. No.
________
|
|
|
|
|
|
|
|
__________________, Israel
|
|
|
|
|
|
|
|
(hereinafter
the “ Optionee ”)
|
|
|
|
|
|
|
|
on the other
part
|
|
|
|
|
|
|
|
On September 7,
2008, the Company duly adopted and the Board approved the
“Pimi 2008 Option Plan” a copy of which is attached as
Appendix A hereto, forming an integral part hereof (the
“ Appendix A ”); and -
|
|
|
Pursuant to the
Appendix A and to Pimi 2008 Option Plan (the
“Plan”), the Company has decided to grant Options to
purchase Shares of the Company to the Optionee, and the Optionee
has agreed to such grant, subject to all the terms and conditions
as set forth in the Plan and as provided herein;
|
NOW,
THEREFORE , it is agreed
as follows:
1.
Preamble and Definitions
|
|
1.1
|
The preamble to
this agreement constitutes an integral part hereof.
|
|
|
|
|
|
|
1.2
|
Unless
otherwise defined herein, capitalized terms used herein shall have
the meaning ascribed to them in the Appendix A .
|
|
|
|
The Company
hereby grants to the Optionee the number of Options as set forth in
Appendix B hereto, each Option shall be exercisable for one
Regular Share, upon payment of the Purchase Price as set forth in
Appendix B , subject to the terms and the conditions as set
forth in the Appendix A and as provided herein.
|
|
|
|
The Optionee is
aware that the Company intends in the future to issue additional
shares and to grant additional options to various entities and
individuals, as the Company in its sole discretion shall
determine.
|
3.
Period of Option and Conditions of Exercise
|
|
|
The terms of
this Option Agreement shall commence on the Date of Grant and
terminate at the Expiration Date, or at the time at which the
Option expires pursuant to the terms of the Appendix A or pursuant
to this Option Agreement.
|
|
|
|
Options may be
exercised only to purchase whole Shares, and in no case may a
fraction of a Share be purchased. If any fractional Share would be
deliverable upon exercise, such fraction shall be rounded up
one-half or less, or otherwise rounded down, to the nearest whole
number.
|
Notwithstanding
anything to the contrary in Section 8.1 of the Plan and in addition
thereto, if in any such Transaction as described in Section 8.1 of
the Plan, the Successor Company (or parent or subsidiary of the
Successor Company) does not agree to assume or substitute for the
Options, the Vesting Dates shall be accelerated so that any
unvested Option shall be immediately vested in full as of the date
which is ten (10) days prior to the effective date of the
Transaction, and the Committee shall notify the Optionee that the
unexercised Options are fully exercisable for a period of ten (10)
days from the date of such notice, and that any unexercised Options
shall terminate upon the expiration of such period.
If the
Successor Company (or parent or subsidiary of the Successor
Company) agrees to assume or substitute for the Options and
Optionee’s employment with the Successor Company is
terminated by the Successor Company without “Cause”
within one year of the closing of such Transaction, the Vesting
Dates shall be accelerated so that any unvested portion of the
substituted Option shall be immediately vested in full as of the
date of such termination without Cause.
5.
Vesting; Period of Exercise
|
|
Subject to the
provisions of the Plan and Appendix A, Options shall vest and
become exercisable according to the Vesting Dates set forth in
Appendix B hereto, provided that the Optionee is an Employee
of the Company and/or its Affiliates on the applicable Vesting Date
. In case the Optionee is no longer an Employee of the
Company and/or its Affiliates, the Optionee will be entitled to
receive the Options which were accumulated on a quarterly basis, up
to the date of termination of his employment with the
company.
|
|
|
All unexercised
Options granted to the Optionee shall terminate and shall no longer
be exercisable on the Expiration Date, as described the Appendix
A.
|
|
|
|
Options may be
exercised in accordance with the provisions of Section 9.1 of the
Plan.
|
|
|
|
In order for
the Company to issue Shares upon the exercise of any of the
Options, the Optionee hereby agrees to sign any and all documents
required by any applicable law and/or by the Company's Articles of
Association.
|
|
|
|
The Company
shall not be obligated to issue any Shares upon the exercise of an
Option if such issuance, in the opinion of the Company, might
constitute a violation by the Company of any provision of
law.
|
7.
Restrictions on Transfer of Options and
Shares
|
|
|
The transfer of
Options and the transfer of Shares to be issued upon exercise of
the Options shall be subject to the limitations set forth in the
Plan and in the Appendix A and in the Company’s Articles of
Association.
|
|
|
|
With respect to
any Approved 102 Option, subject to the provisions of Section 102
and any rules or regulation or orders or procedures promulgated
thereunder, an Optionee shall not be entitled to sell or release
from trust any Share received upon the exercise of an Approved 102
Option and/or any share received subsequently following any
realization of rights, including without limitation, bonus shares,
until the lapse of the Holding Period required under Section 102 of
the Ordinance.
|
|
|
|
With respect to
Unapproved 102 Option, if the Optionee ceases to be employed by the
Company or any Affiliate, the Optionee shall extend to the Company
and/or its Affiliate a security or guarantee for the payment of tax
due at the time of sale of Shares, all in accordance with the
provisions of Section 102 and the rules, regulation or orders
promulgated thereunder.
|
|
|
|
The Optionee
acknowledges that in the event Company's shares shall be registered
for trading in any public market, the Optionee’s right to
sell Shares may be subject to limitations (including a lock-up
period), as will be requested by the Company or its underwriters,
and the Optionee unconditionally agrees and accepts any such
limitations.
|
The Optionee
acknowledges that in order to enforce the above restriction, the
Company may impose stop-transfer instructions with respect to the
exercised Shares.
|
|
|
The Optionee
shall not dispose of any Shares in transactions which violate, in
the opinion of the Company, any applicable laws, rules and
regulations.
|
|
|
|
The Optionee
agrees that the Company shall have the authority to endorse upon
the certificate or certificates representing the Shares such
legends referring to the foregoing restrictions, and any other
applicable restrictions as it may deem appropriate (which do not
violate the Optionee's rights according to this Option
Agreement).
|
8.
Taxes; Indemnification
|
|
|
Any tax
consequences arising from the
|
|
