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Exhibit 10.1
Nonqualified Stock Option- 2000 Plan
STOCK OPTION CERTIFICATE
For _______ Shares
Issued Pursuant to the
2000 Incentive Plan of
AMPAL-AMERICAN ISRAEL CORPORATION
and constitutes part thereof with
respect to issuance to Israeli employees and directors
Replacing and substituting the Original Stock Option
Certificate(s) issued on __________________.
Name of Holder:
Number of Shares
Subject to this Option:
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Exercise Price:
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$____ per Share
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Issuance Date:
Original Certificate(s): The Stock Option Certificate(s) issued
to the Holder [on
for
Shares, ..., and on
for
Shares] 1 .
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Expiration Date:
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Ten years from date of grant
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Vesting Terms:
[Option
to purchase
Shares is hereby vested on the Issuance Date, Option to purchase
______ Shares shall vest and become exercisable, in installments of
________ Shares, beginning on ______________ and thereafter on the
____ day of the month of each subsequent three month period until
and including _______________, ... , and Option to purchase ______
Shares shall vest and become exercisable, in installments of
________ Shares, beginning on ______________ and thereafter on the
____ day of the month of each subsequent three month period until
and including _______________] 2 .
THIS CERTIFIES that on the Issuance Date set forth above, the
Holder identified above was granted an option (the "Option") to
purchase at the Exercise Price all or any part of the number of
shares of fully paid and non-assessable shares ("Shares") of the
Class A Stock ($1.00 par value) of
_________________________
1 Insert in accordance with Original
Certificates.
2 Insert in accordance with vesting schedule of
the Option.
AMPAL-AMERICAN ISRAEL CORPORATION, a New York corporation (the
"Company")set forth above, upon and subject to the following terms
and conditions:
(a) Terms of
the Option . The Option is granted pursuant to, and is subject
to the terms and conditions of, (i) the 2000 Incentive Plan of the
Company (the "Plan"), the terms, conditions and definitions of
which are hereby incorporated herein as though set forth at length,
and the receipt of a copy of which the Holder hereby acknowledges
by his signature below, (ii) Section 102 of the Income Tax
Ordinance, 1961 and the Income Tax Regulations (Tax Relieves in
Allocation of Stocks to Employees), 2003 promulgated thereunder
("Section 102") and (iii) the trust agreement, dated September 3,
2007 (the "Trust Agreement"), between the Company and Ofer Katz,
CPA, as trustee (the "Trustee"), the terms, conditions and
definitions of which are hereby incorporated herein as though set
forth at length, and the receipt of a copy of which the Holder
hereby acknowledges by his signature below. The Holder hereby
accepts the Option subject to the terms and conditions of the Plan,
Section 102 and the Trust Agreement. Capitalized terms used herein
shall have the meanings set forth in the Plan, unless otherwise
defined herein.
(b) Expiration
. This Option shall expire on the Expiration Date set forth above
unless extended or earlier terminated in accordance with this
Option Certificate or the Plan.
(c)
Exercise . This Option may be exercised or surrendered
during the Holder’s lifetime only by the Holder or his/her
guardian or legal representative. THIS OPTION SHALL NOT BE
TRANSFERABLE, ASSIGNABLE OR GIVEN AS COLLATERAL BY THE HOLDER
OTHERWISE THAN BY WILL OR BY THE LAWS OF DESCENT AND DISTRIBUTION,
SUBJECT TO THE TERMS AND CONDITIONS OF THE PLAN.
This Option shall vest and be exercisable as set forth in the
Vesting Terms above.
This Option shall be exercised by the Holder (or by her
executors, administrators, guardian or legal representative) as to
all or part of the Shares, by the giving of written notice of
exercise to the Company, in which event the Company shall issue to
the Holder or Trustee, as applicable, the number of Shares
determined as follows (subject to reduction for any Withholding
Taxes as provided in Section J hereof):
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X = Y [(A-B)/A]
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where:
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X = the number of Shares to be issued to the
Holder.
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Y = the number of Shares with respect to which
this Option is being exercised.
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A = the Fair Market Value of the Shares into
which such Option is exercisable, determined at the date of
tender,
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B = the Exercise Price.
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The notice of exercise shall be delivered to the Company at its
principal business office or such other office as the Committee may
from time to time direct, and shall be in such form, containing
such further provisions consistent with the provisions of the Plan,
as the Committee may from time to time prescribe. In no event may
any Option granted hereunder be exercised for a fraction of a
Share. The
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Company shall effect the transfer of Shares purchased pursuant
to an Option as soon as practicable, and, within a reasonable time
thereafter, such transfer shall be evidenced on the books of the
Company. No person exercising an Option shall have any of the
rights of a holder of Shares subject to an Option until
certificates for such Shares shall have been issued following the
exercise of such Option. No adjustment shall be made for cash
dividends or other rights for which the record date is prior to the
date of such issuance.
(d) Termination of
Employment . In the event of the termination of employment of
the Holder for any reason (other than death, disability or for
reasons other than for cause as provided below), this Option, to
the extent not previously exercised or expired, shall be deemed
canceled and terminated on the day of such termination or
separation.
In the event of the termination of the Holder’s employment
other than for cause, (i) the Option and all rights granted
hereunder shall be forfeited and deemed canceled and no longer
exercisable on the day that is seven (7) days after the date of
such termination of employment, and (ii) with respect to the
portion of the Option that had not vested at the time of
termination of Holder’s employment, the Option and all rights
granted hereunder shall be forfeited and deemed canceled and no
longer exercisable. For the purposes of this Stock Option
Certificate, the term "cause" shall be defined as (i) any act
of fraud or embezzlement in respect of the Company or any of their
respective funds, properties or assets, (ii) conviction of the
Holder of a felony under the laws of the United States or any state
thereof; (iii) willful misconduct or gross negligence by the Holder
in connection with the performance of his or her duties to the
Company; (iv) intentional dishonesty by the Holder in the
performance of his or her duties to the Company; and (v) engagement
by the Holder in the use of illegal substances or alcohol, which
use has impaired the Holder’s ability, as determined by the
Board of Directors of the Company, on an ongoing basis, to perform
his or her duties to the Company. A determination of cause shall be
made by the Board of Directors of the Company.
(e) Death
. In the event the Holder dies while employed by the Company or any
of its subsidiaries or affiliates, or during his term as a Director
of the Company or any of its subsidiaries or affiliates, as the
case may be, this Option, to the extent not previously expired or
exercised, shall, to the extent exercisable on the date of death,
be exercisable by the estate of the Holder or by any person who
acquired this Option by bequest or inheritance, at any time within
one year after the death of the Holder, unless earlier terminated
pursuant to its terms, provided, however , that if the term
of this Option would expire by its terms within one year after the
Holder’s death, the term of this Option shall be extended
until one year after the Holder’s death.
(f)
Disability . In the event of the termination of employment
of the Holder or the separation from service of a Director who is a
Holder due to total disability, the Holder, or her guardian or
legal representative, shall have the unqualified right to exercise
any portion of this Option which has not been previously exercised
or expired and which the Holder was eligible to exercise as of the
first date of total disability (as determined by the Company), at
any time within ninety (90) days after such termination or
separation, unless earlier terminated pursuant to its terms,
provided, however , that if the term of such Option would
expire by its terms within ninety (90) days after such termination
or separation, the term of such Option shall be extended until
ninety (90) days after such termination or separation. The term
"total disability" shall, for purposes of this Option Certificate,
be defined in the same manner as such term is defined in Section
22(e)(3) of the Internal Revenue Code of 1986, as amended.
(g) Change in
Control . In the event of the occurrence of a change in control
(as defined below) of the Company, this Option and all rights
granted hereunder sha
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