Exhibit 10.4
Section 102 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 and the Section 102 Addendum
(altogether 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
Section 102 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.
Section 102
(a) The Stock Options and any additional rights
including, without limitation, any share bonus that shall be
distributed to you in connection with the Stock Options (the
“Additional Rights”), shall be allocated on your behalf
to the trustee “
” (“the Trustee”).
(b) The Stock Options and Additional Rights shall
be allocated on your behalf to the Trustee under the provisions of
the Capital Gains Tax Track and will be held by the Trustee for the
period (the “Holding Period”) stated in
Section 102 of the Income Tax Ordinance, 1961 and the Income
Tax Regulations (Tax Relieves in Allocation of Shares to
Employees), 2003 promulgated thereunder
(“Section 102”).
(c) If
you sell or withdraw the Options Shares from the Trustee before the
end of the Holding Period (which shall be referred to as a
“Violation”), you shall pay income tax at your marginal
rate on the profits derived from the Option Shares plus payments to
the National Insurance Institute and Health Tax. You may also be
required to reimburse the Company or your employing company, as the
case may be, (the “Employing Company”) for the employer
portion of the payments to the National Insurance Institute, plus
any legally required linkage and interest. You also may be required
to reimburse the Employing Company for any other expenses that the
Employing Company shall bear as a result of a Violation.
(d) The
Stock Options and Additional Rights are granted to you and
allocated to the Trustee according to the provisions of
Section 102, the Plan and the Hebrew version of the Trust
Agreement signed between Alma Lasers Ltd. and the Trustee attached
herewith and made a part of this Agreement.
(e) The
Stock Options are granted to you on the condition that you sign the
Approval of the Designated Employee as detailed and defined
below.
2. 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 2(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.
3. Exercise of Stock
Option . Prior to the Expiration Date (or such earlier date
provided in Section 4 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).
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4. 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
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