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Exhibit
10.3(c)
SAIFUN SEMICONDUCTORS
LTD.
2003 SHARE OPTION
PLAN
SHARE OPTION
AGREEMENT
Unless otherwise defined
herein, the terms defined in the 2003 Share Option Plan, as amended
from time to time (the “ Plan ”) of Saifun
Semiconductors Ltd. shall have the same defined meaning in this
Share Option Agreement (the “ Option Agreement
”). Except where the context otherwise requires, the term
“ Company ” shall include Saifun Semiconductors
Ltd. and its Subsidiaries, if applicable.
| I. |
NOTICE OF OPTION GRANT |
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1.
Name :
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____________________________ (the “Optionee”
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Address:
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____________________________ |
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____________________________ |
| 2. |
The Optionee has been granted an Option to purchase Ordinary
Shares, par value NIS 0.01, of the Company, subject to the terms
and conditions of the Plan and this Option Agreement, as
follows: |
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| Date of
Grant |
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____________________________ |
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| Vesting
Commencement Date |
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____________________________ |
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| Exercise
Price per Share |
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$___________________________ |
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| Total Number
of Shares Granted |
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____________________________ |
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| Type of
Option |
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Option
intended to qualify under Section 3(i) of the Israeli Income Tax
Ordinance (New Version), 1961, and regulations, rules and orders of
procedures promulgated thereunder ( “Section
3(i)” , the “Tax Ordinance” ,
respectively). |
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| Term/Expiration Date |
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[10 years
following the Date of Grant] |
This Option shall become
exercisable in number of whole Shares, [in equal annual
installments over a period of five (5) years following the
Vesting Commencement Date (i.e. 20% of the Shares subject to the
Option shall vest upon the first, second, third and forth
anniversaries of the Vesting Commencement Date)] , subject to
the Optionee’s continuous engagement with the Company during
such time. In no event shall the Option vest and become exercisable
for any additional Shares following Optionee’s cessation of
engagement with the Company.
| 4. |
Provisions for Termination |
In no event may Optionee
exercise this Option after the Term/Expiration Date as provided
above.
In the event that
Optionee’s engagement with the Company should terminate, all
Options, which are vested and exercisable at the time of such
termination, shall be exercisable within: (i) three
(3) months after the date of such termination (except in the
case of termination by reason of death or Disability); or
(ii) six (6) months after the date of such termination by
reason of Optionee’s death or Disability. Notwithstanding the
foregoing, in the event of Optionee’s death within three
(3) months after the date of termination, the Optionee’s
estate or heirs, as applicable, may exercise all Options, which are
vested and exercisable at the time of Optionee’s termination
of engagement, within six (6) months after the
Optionee’s death, but in no event after the Expiration Date
as provided above.
Notwithstanding the above, in
the event that Optionee’s engagement with the Company should
terminate for Cause, the entire unexercised Option (whether vested
or not) shall ipso facto terminate.
For purposes hereof,
termination of Optionee’s engagement shall be deemed
effective as detailed in Section 10.5 of the Plan.
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1.1. |
The Company hereby grants to the Optionee named in the Notice
of Option Grant (the “ Notice of Grant ”), an
option (the “ Option ”) to purchase the number
of Shares set forth in the Notice of Grant, at the exercise price
per Share set forth in the Notice of Grant (the “ Exercise
Price ”), subject to the terms and conditions set forth
herein and in the Plan, which is incorporated herein by
reference. |
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1.2. |
Any interpretation of this Option Agreement will be made in
accordance with the Plan. Subject to Section 16.2 of the Plan,
in the event of a conflict between the terms and conditions of the
Plan and the terms of this Option Agreement, the terms and
conditions of the Plan shall prevail, except and to the extent
otherwise expressly provided herein. Notwithstanding the foregoing,
in the event of a conflict between the terms and conditions of the
Plan or of this Option Agreement and any provision of the Tax
Ordinance or any applicable law, the latter shall govern and
prevail. |
| 2. |
Non-Transferability of Option . This Option may not be
sold, pledged, assigned, hypothecated or transferred in any manner
other than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by Optionee.
The terms of the Plan and this Option Agreement shall be binding
upon the executors, administrators, heirs, successors and assigns
of the Optionee. |
| 3. |
Term of Option . This Option may be exercised only
within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the Plan and the
terms of this Option Agreement. In the event the Option shall not
be exercised within its term, such Option, or such part thereof,
shall expire and all interests and rights of the Optionee in and to
the same shall terminate. |
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4.1. |
Right to Exercise . This Option shall be exercisable
during its term, to the extent vested, in accordance with the
vesting schedule set out in the Notice of Grant and with the
applicable provisions of the Plan and this Option
Agreement. |
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4.2. |
Continuous Engagement Required . Except as otherwise
provided in the Notice of Grant, this Option may not be exercised
unless the Optionee, at the time he exercises this Option is, and
has been at all times since the date of grant set out in the Notice
of Grant engaged by the Company. Transfer between locations of the
Company or between the Company, its Subsidiaries or its successor
shall not be considered termination of engagement. |
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4.3. |
Method of
Exercise . This Option shall be exercised by delivery of a
signed exercise notice substantially in the form attached as
Exhibit A (the “ Exercise Notice
”), which shall state the election to exercise the Option,
the number of Shares with respect to which the Option is being
exercised, and shall be accompanied with such other
representations, agreements and documents as may be required by
applicable
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laws and/or the Company.
The Exercise Notice shall be accompanied by payment of the
aggregate withholding taxes due with respect to the exercised
Shares. This Option shall be deemed to be exercised upon receipt by
the Company of such fully executed Exercise Notice, settlement of
payment of the aggregate Exercise Price in such form satisfactory
to the Company and payment of withholding taxes due with respect to
the exercised Shares. The Optionee may purchase less than the
number of Shares covered by the vested portion of the Option,
provided that no partial exercise of this Option may be for a
fraction of a Share.
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4.4. |
Method of Payment; Cashless Exercise . Payment of the
aggregate Exercise Price for the purchased Shares shall be made by
Optionee’s relinquishment of a portion of his Option having a
Fair Market Value equal to the aggregate Exercise Price, so that
the Company shall issue to the Optionee only the amount of Shares
of the Company having an aggregate Fair Market Value equal to the
difference between (x) the aggregate Fair Market Value of the
Shares so purchased; and (y) the aggregate Exercise Price
applicable for such exercised Options (the “ Cashless
Exercise ”). For the purpose of the Cashless Exercise
hereof, the Committee shall determine the Fair Market Value of the
Shares in accordance with the provisions of the Plan. |
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4.5. |
Rights as a Shareholder . |
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4.5.1. |
Until the issuance of the Shares (as evidenced by the
appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company), the Optionee shall not
have any of the rights or privileges granted to a shareholder of
the Company with respect to any Shares purchasable upon the
exercise of any part of an Option. No adjustment will be made for a
dividend or other shareholders’ right for which the record
date is prior to the date the Shares are issued, except as provided
in Section 12 of the Plan. |
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4.5.2. |
Except and to the extent otherwise expressly provided herein
and in the Plan, the Shares issued upon the exercise of the Option
shall be subject to the provisions of the Company’s Articles
of Association, as amended from time to time and all
Company’s shareholders agreements, as amended from time to
time, regardless of whether or not the Optionee is a party to such
agreements. |
| 5. |
Restrictions on Exercise. This Option may not be
exercised and no Shares shall be issued pursuant to the exercise
unless such exercise, the issuance of the Shares and the method of
payment of the Exercise Price comply with applicable laws. This
Option shall be subject to the requirement that if, at any time,
counsel to the Company shall determine that the listing,
registration or qualification of the Shares subject hereto upon any
securities exchange or under any state or federal law, or the
consent or approval of any governmental or regulatory body, or that
the disclosure of non-public information or the satisfaction of any
other condition is necessary as a condition of, or in connection
with, the issuance or purchase of Shares hereunder, this Option may
not be exercised, in whole or in part, unless such listing,
registration, qualification, consent or approval, disclosure or
satisfaction of such other condition shall have been effected or
obtained on terms acceptable to the Board. The Optionee agrees to
cooperate with the Company to ensure compliance with any such
condition; provided, however, that nothing herein shall be deemed
to require the Company to apply for, effect or obtain such listing,
registration, qualification, approval, disclosure, or to satisfy
such other condition. |
| 6. |
Optionee’s Representations . |
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