Exhibit 4.8
TOWER SEMICONDUCTOR LTD.
CHAIRMAN
SHARE OPTION PLAN 2006
A PLAN UNDER SECTION 102 OF THE INCOME TAX
ORDINANCE
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1.1 |
This plan, as amended from time to time, shall be known as the
Tower Semiconductor Ltd. Chairman Share Option Plan 2006 (the "
Plan "). |
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1.2 |
The purpose and intent of the Plan is to provide incentives to
the Chairman of the Board of Directors (the “ Chairman
”) of Tower Semiconductor Ltd. (the “ Company
”) by providing him/her with options (“ Options
”) to purchase ordinary shares (“ Ordinary
Shares ”) of the Company, and was approved by the
Company’s Board of Directors (the “ Board
”). Options under this Plan shall be granted pursuant to the
provisions of Section 102 (“ Section 102 ”) of
the Israeli Income Tax Ordinance (New Version), 1961 as amended
from time to time, the Law Amending the Income Tax Ordinance
(Number 132) 2002 (as amended, the “ Ordinance
”) and the rules promulgated thereunder (the “
Rules ”). |
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1.3 |
The Plan shall become effective upon its approval by the Board
(the " Effective Date "). |
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The total number of Options that may be granted under this Plan
is 3,158,090 (three million one hundred and fifty eight thousand
and ninety), of which all may be granted as 102 Trustee Options (as
defined below). Each Option shall be exercisable into one Ordinary
Share of the Company (nominal value NIS 1.00 per share) (the
“ Underlying Share ”). |
| 3. |
Options granted under Section 102 : |
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Options granted pursuant to Section 102(b) shall be either (a)
capital gains track options under Section 102(b)(2), in which
income resulting from the sale of Underlying Shares is taxed as
capital gain (“ 102 Capital Gains Track Options
”), or (b) ordinary income track options under Section
102(b)(1), in which income resulting from the sale of Underlying
Shares is taxed as ordinary income (“ 102 Ordinary Income
Track Options ”; together with 102 Capital Gains Track
Options, “ 102 Trustee Options ”). Pursuant to
the Company’s election filed with the Israeli Income Tax
Authorities to issue 102 Capital Gains Track Options under the
Company’s Employee Share Option Plan 2003/1, the Company may
currently grant only 102 Capital Gains Track Options. The Company
may change such election, following the approval of the Board, all
in accordance with the provisions of Section 102(g) of the
Ordinance. |
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4.1. |
Options may be granted to the Chairman of the Company (referred
to as the “ Grantee ”). The grant of an Option
to the Grantee hereunder shall neither entitle such Grantee to
participate, nor disqualify him/her from participating, in any
other grant of Options pursuant to this Plan or any other share
incentive or share option plan of the Company. |
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5.1. |
102 Trustee Options may be granted from the later of (i) the
Effective Date; or (ii) 30 (thirty) days from the filing of this
Plan with the Israeli Income Tax Authorities in accordance with
applicable law. |
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5.2. |
Options may be granted until 10 (ten) years from the Effective
Date. |
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5.3. |
Options shall be granted by issuance of an Option letter to the
Grantee stating, inter alia, the number of Underlying Shares, the
dates when the Options may be exercised, the Option exercise price
and such other terms and conditions at the discretion of the Board,
provided that they are consistent with this Plan and with
applicable law (the “ Option Letter ”). The
Option Letter shall also list the date of grant of the respective
Options (the “ Date of Grant ”). |
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5.4. |
The Options will not be listed in any stock exchange and are
not transferable (except to the Grantee’s legal heirs or
estate). |
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5.5. |
The Grantee shall have no right to vote or receive dividends
(subject to Section 11.1) or any other rights of a shareholder
prior to his/her exercise of the Options and until the issuance of
the share certificate evidencing the Underlying Shares. |
| 6. |
Vesting and Exercise of Options : |
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6.1. |
Options shall vest and become exercisable as set forth in the
Option Letter. |
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6.2. |
The consideration to be paid for the Underlying Shares,
including the method of payment, shall be determined by the Company
and may consist entirely of (1) cash, (2) check (provided
payment has cleared), or (3) cashless in the case of same day
sale. The procedure for exercise of the Options shall be provided
to each Grantee together with the Option Letter. The Company may
change the procedures for exercise of the Options at its
discretion, by giving notice thereof to the Grantee. |
2
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6.3. |
If any Option has not been exercised within ten (10) years
after the Date of Grant (or any shorter period set forth in the
Option Letter), such Option shall immediately terminate and all of
the Grantee’s interests in and rights to such Option shall
immediately expire. |
| 7. |
Options’ Exercise Price : |
The purchase
price in $US of each share will be the closing sales price of the
Company’s shares as reported by NASDAQ or the principal
national securities exchange upon which the Company’s shares
are listed or traded on the last market trading day (the “
Fair Market Value ”) prior to the initial date the
Board approved the Option grant, unless otherwise determined by the
Board and set forth in the Option Letter.
To avoid
doubt, Options designated as 102 Capital Gains Track Options whose
exercise price is less than the “102 Fair Market
Value”, shall be subject to Section 102(b)(3) of the
Ordinance.
“
102 Fair Market Value ” shall mean with respect to 102
Capital Gains Track Options only, and for the sole purpose of
determining tax liability pursuant to Section 102(b)(3) of the
Ordinance, the average value of the Company’s shares on the
thirty (30) trad
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