EXHIBIT 4.5
102
STOCK OPTION AGREEMENT
UNDER THE RADVISION LTD.
STOCK OPTION PLAN
THIS
AGREEMENT is entered into this (SEE APPENDIX 1) by and between
RADVISION Ltd, a corporation formed under the laws of the State of
Israel, with
principal executive offices at 24 Raul Walenberg Street, Tel-Aviv
Israel (the
"Company"), and the undersigned listed in section 1 below (the
"Optionee") of
the Company or one of its Subsidiaries.
The Company desires to grant (see number in section 1 below) 102
Option
under the Company's Stock Option Plan (the "Plan") to acquire
ordinary shares of
the Company, NIS 0.1 par value per share (the "Shares").
This Agreement is made pursuant to Section 5 of the Plan, which
provides that each option is to be evidenced by an option
agreement, setting
forth the terms and conditions of the option. All capitalized terms
in this
Agreement not defined herein shall have the meaning given to them
in this Plan.
ACCORDINGLY, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Company and the
Optionee hereby
agree as follows:
1. GRANT OF OPTION. The Company hereby irrevocably grants to
the
Optionee: 102 Option in the amount specified below (the "Option")
to purchase
all or any part of an aggregate of the same amount of Shares on the
terms and
conditions hereinafter set forth (SEE APPENDIX 1)
Except as otherwise provided upon a Change of Control of the
Company in section
2(v) below, Options shall cease to vest in accordance with the
above schedule
upon the Optionee's termination and/or resignation of employment as
an employee
or termination of the tenure of the Director's directorship for any
reason;
provided, however, that in the year that an Optionee terminates
employment as an
employee, or terminates the directorship on account of his or her
death or
disability, the Optionee shall receive a fraction of the
incremental percentage
increase in vesting that the Optionee would have received had he or
she remained
employed or the remainder of the directorship tenure until the next
following
vesting date equal to the proportional time of service to the
Company or any
Subsidiary in such year.
2. TERM OF OPTIONS; EXERCISABILITY.
(a) Term The Option shall expire Six (6) Years from the date of
this
Agreement, but shall be subject to earlier termination as herein
provided.
(i) Except as otherwise provided in this Section 2, if the Optionee
at
any time hereafter ceases for any reason to be employed as an
employee of the
Company or one of its Subsidiaries, or ceases for any reason to
serve as a
Director of the Company, the Option granted to the Optionee
hereunder shall
terminate 12 months after the day following the date the Optionee
ceases
employment or services as a Director with the Company or one of
its
Subsidiaries, or on the date on which the Option expires pursuant
to this
Agreement, whichever occurs first. For the purpose of this section,
the
Optionee's termination and/or resignation date shall be the date of
`Letter of
Termination' or `Letter of resignation' (as the case may be).
(ii) Notwithstanding paragraph (i) hereof, if such termination
of
employment or of directorship is because the Optionee has become
permanently
disabled (within the meaning of Section 22(e)(3) of the Internal
Revenue Code of
1986, as amended (the "Code")), the Option granted hereunder shall
terminate on
the first anniversary of the date such Optionee ceases to be an
employee or
Director of the Company or one of its Subsidiaries, or on the date
on which the
Option expires pursuant to this Agreement, whichever occurs
first.
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(iii) Notwithstanding paragraph (i) hereof, in the event of the
death
of the Optionee, the Option granted to such Optionee shall
terminate on the
first anniversary of the date of the Optionee's death, or on the
date on which
the Option expires pursuant to this Agreement, whichever occurs
first.
(iv) Notwithstanding paragraph (i) hereof, if the Optionee at any
time
hereafter ceases to be an employee of the Company or one of its
Subsidiaries on
account of his/her termination for "cause," or to the termination
of his/her
directorship under circumstances of "cause" the Option granted to
the Optionee
hereunder and all rights of the Optionee under this Agreement to
the extent not
exercised shall be automatically canceled and terminated on the
date the
Optionee ceases employment or directorship with the Company or one
of its
Subsidiaries. For this purpose, termination for "cause" means the
following: the
Optionee's violation of copyright/trademark protection maintained
by the Company
or its Subsidiaries; the Optionee's engaging or assisting in any
business in
competition with the Company or one of its Subsidiaries as an
employee, owner,
partner, director, officer, stockholder, consultant or agent
(ownership of
minority interests in publicly-traded corporations, partnerships or
companies or
of 5% or less of the equity of privately-held corporations,
partnerships or
companies shall not be considered competition for purposes of this
Agreement);
the Optionee's dishonesty, or acting in any manner inconsistent
with the utmost
good faith and loyalty in the performance of the Optionee's duties;
failure of
the Optionee to perform his duties to the reasonable satisfaction
of the Company
or its Subsidiaries or similar circumstances that may apply to
Directors as may
be set forth in applicable law or jurisprudence. .
(v) In the event of a "Change of Control" of the Company, the
Option
granted to the Optionee hereunder shall be, to the extent the
Option has not
previously expired or been exercised, shall become null and void
For this
purpose, a "Change of Control" shall have the same meaning given to
such term
under the Plan.
(b) EXERCISABILITY If the Optionee ceases to be an employee or
Director
of the Company or any of its Subsidiaries, except as otherwise
herein provided,
the Option granted to the Optionee hereunder shall be exercisable
only to the
extent that the right to purchase Shares under such Option has
accrued and is in
effect on the date such Optionee ceases to be an employee or
Director of the
Company or any of its Subsidiaries.
3. MANNER OF EXERCISE OF OPTION.
To the extent that the right to exercise the Option has accrued and
is
in effect, the Option may be exercised in full or in part by giving
written
notice to the Secretary of the Company stating the number of Shares
exercised
and accompanied by payment in full for such Shares. Payment shall
be wholly in
cash. Upon such exercise, delivery of a certificate for paid-up
Shares, other
than Shares issued on
