EXHIBIT (d)(viii)
Option Agreement with non-Israeli employees
LUMENIS LTD.
OPTION AGREEMENT
BETWEEN
LUMENIS LTD., an Israeli company with offices at Yokneam Xxxxxxxxxx Xxxx, X.X.
Xxx 000, Xxxxxxx 00000, Xxxxxx (the "Company").
AND
[[Name]] ([[IDSS]]), An individual whose address is ___________________________
(the "Optionee").
W I T N E S S E T H
WHEREAS, the Company desires to provide the Optionee an opportunity to purchase
shares of the Company's Ordinary Shares, par value NIS 0.10 per share (the
"Shares"), as hereinafter provided.
NOW THEREFORE, in consideration of the premises and of the mutual covenants and
agreements hereinafter contained, the parties hereto mutually covenant and agree
as follows:
1. Grant of Option. The Company has granted to the Optionee as of mm/dd/yyyy,
(the "Grant Date") a stock option (the "Option") to purchase all or any
part of an aggregate of [[M_2002_Grant_]] Shares (subject to adjustment as
provided in Paragraph 8) on the terms and conditions hereinafter set forth
and subject to the Company's ____ Share Option Plan (the "Plan") the terms
of which are incorporated herein by reference. Terms used herein and not
otherwise defined shall have the meaning assigned to them in the Plan.
[The Option is not intended to constitute "incentive stock options" as
that term is used in Section 422 of the Internal Revenue Code of 1986, as
amended from time to time.] [It is the intent of the Company that the
Option will qualify as an "incentive stock option" to the extent possible
under Section 422 of the Internal Revenue Code of 1986, as amended from
time to time, but it is specifically understood that no warranty is made
to such qualification. To the extent that the aggregate fair market value
(determined at the time of grant) of Shares with respect to which
incentive stock options are exercisable for the first time by you during
any calendar year under all plans of the Company and its subsidiaries
exceeds $100,000, the options or portions thereof which exceed such limit
(according to the order in which they were granted) shall be treated as
nonstatutory stock options. It should be understood that there is no
assurance that the Option will, in fact, be treated as incentive stock
options.] Other than as set forth herein, the Options shall be subject to
the terms of the Plan under which the Options are granted.
2. Purchase Price. The purchase price of the Shares issuable upon exercise of
the Option (the "Option Price") shall be $ #.## per Share. Payment shall
be made by wire transfer or by certified check in the manner prescribed in
Paragraph 9 hereof.
3. Term of Option. The term of the Option shall be for a period of _____ (__)
years from the date hereof (the "Termination Date"), subject to earlier
termination as provided in paragraph 6.
4. Vesting Period. The Optionee's rights to purchase the Shares shall vest in
four equal semi-annual installments, each with respect to 1/4 of the
shares during a 2 year period occurring on the ## day of month, month,
year, year, respectively.
5. Limitations and Restrictions on Options and Ordinary Shares. The Option
shall not be transferable otherwise than by will or the laws of descent
and the Option may be exercised, during the lifetime of the Optionee, only
by him or by his legal representative. More particularly (but without
limiting the generality of the foregoing), the Option may not be assigned,
transferred (except as provided above), pledged or hypothecated in any
way, shall not be assignable by operation of law, and shall not be subject
to execution, attachment or similar process. Any attempted assignment,
transfer, pledge, hypothecation or other disposition of the Option
contrary to the provisions hereof, and the levy of any execution,
attachment, or similar process upon the Option, shall be null and void and
without effect; provided, however, that if the Optionee shall die, his
estate, personal representative, or beneficiary shall have the right to
exercise the Option.
6. Termination of Option.
6.1. No option shall be exercisable after the Termination Date subject to
this Paragraph 6.
6.2. If the Optionee ceases to be employed by the Company as a result of
his disability within the meaning of any applicable laws, then any
Options that are exercisable by him at the time he ceases to be
employed by the Company, and only to the extent such Options are
exercisable as of such time, remain exercisable for a period not
extending beyond 12 months after the date of cessation of employment
to the extent exercisable at the time of cessation of employment;
6.3. If the Optionee ceases to be employed by the Company as a result of
his dismissal for cause, as determined by the Board of Directors or
the Committee (as defined in the Plan) in their sole discretion
("dismissal for cause"), Options not exercised as of the date of
cessation of employment shall expire and terminate immediately,
whether or not all or any portion is then exercisable;
6.4. If the Optionee ceases to be employed by the Company as a result of
his dismissal without cause or his retirement with the consent of
the Company or his resignation for no cause, then any Options that
are exercisable by him at the time he ceases to be employed by the
Company, and only to the extent such Options are exercisable as of
such time, may be exercised by him until 90 days following his
cessation of employment;
6.5. If the Optionee shall die while employed by the Company, any Options
that are exercisable by him at the time he dies, and only to the
extent such Options are exercisable as of such time, remain
exercisable for a period not extending beyond 12 months from date of
death, by the person or persons to whom the Optionee's rights under
the Option pass by will or by applicable laws of descent and
distribution;
6.6. Any portion of an Option, which is unexercised under the terms of
this Section 6 on the Termination Date or earlier as set forth above
shall expire immediately. For purposes of this Section 6 the term
"cessation of employment," in relation to exercisable options, shall
be defined as the day on which the employee-employer relationship
ends.
7. Adjustment for Recapitalization, Reorganization, Merger, Etc. The number
of Shares covered by each Option and the Option Price of each Option shall
be appropriately adjusted for any increase or decrease in the number of
outstanding shares of the Company resulting from a stock split or other
subdivision or consolidation of shares or payments of stock dividends or
distributions or other increases or decreases in the number of outstanding
shares effected without receipt of consideration by the Company or in the
event of any other extraordinary transaction, as permitted under the Plan.
The foregoing adjustments and the manner of application of the foregoing
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provisions shall be determined by the Board of Directors or the Committee
in its sole discretion.
8. Method of Exercising Option. Subject to the terms and conditions of this
Agreement, the Option may be exercised by written notice of exercise
("Notice of Exercise") in the form prescribed by the Company, to the
Company at its principal office at Yokneam Industrial Park, P.O.B. 240,
Yokneam 20692, Israel, attention Chief Financial Officer and/or to the
Compensation and Benefits Manager. Such Notice of Exercise shall be signed
by the person or persons so exercising the Option and shall be accompanied
by payment in full of the Option Price for such Shares by wire transfer or
by certified check.
Within thirty (30) days of receipt of Notice of Exercise, the Company
shall issue shares, in the name of the person or persons exercising the
Option, and deliver a certificate or certificates to the persons,
representing such shares as soon as practicable after notice and payment
shall be received.
Except otherwise provided herein, the Option may not be exercised unless,
at the time the Option is exercised and at all times from the Grant Date,
the Optionee shall then be and shall have been, an employee of the
Company.
The Optionee shall be solely liable for all taxes and other fees resulting
from the grant and/or exercise of options granted under this Agreement and
disposition of shares acquired pursuant to the exercise of an Option,
provided, however, that the Company may, in its discretion, require that
the Optionee pay at the time of exercise, such amount as the Company deems
necessary to satisfy its obligation to withhold Israeli, Dutch, the U.K.,
Swedish, German, French, Italian, Japanese, Hong-Kong, Chinese, United
States or any other country tax which the Company deems necessary to
satisfy its obligation to withhold foreign, federal, state, or local
income or other taxes incurred by reason of the exercise or the transfer
of Shares thereupon.
In the event any person or persons other than the Optionee shall exercise
the Option, such Notice of Exercise shall be accompanied by appropriate
proof, to the Company's full satisfaction, of the right of such person or
persons to exercise the Option.
The Optionee shall have no rights of a stockholder with respect to Shares
to be acquired by the exercise of the Option until a certificate or
certificates representing such shares are issued to him and such Optionee
becomes the holder of record of such Shares.
9. Restrictions on Issuance and Delivery of Shares. The exercise of the
Option shall be subject to the condition that if at any time the Company
shall determine in its discretion that the satisfaction of withholding tax
or other withholding liabilities, or that the listing, registration, or
qualification of any shares otherwise deliverable upon such exercise upon
any securities exchange or under any national, state or federal law, or
that the consent or approval of any regulatory body, is necessary or
desirable as a condition of, or in connection with, such exercise in the
delivery or purchase of shares pursuant thereto, then in any such event,
such exercise shall not be effective unless such withholding, listing,
registration, qualification, consent or approval shall have been effected
or obtained free of any conditions not acceptable to the Company.
10. Restrictions on Transfer of Shares. All certificates representing any
Shares purchased pursuant to this Agreement may bear restrictive legends
restricting the transfer of the shares as shall be specified in the Notice
of Exercise or otherwise required by or necessary in order to comply with
any applicable law.
11. Employment Rights. Neither the Plan nor the terms under this Agreement
shall impose any obligation on the Company to continue the Optionee in its
employ or shall restrict the right of the Company to terminate such
employment at any time.
12. Compliance with the Law. The Company shall pay all stamp duty taxes, if
any, with respect to the issuance of Shares pursuant hereto and all other
fees and expenses necessarily incurred by the
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Company in connection therewith. and shall, from time to time, use its
best efforts to comply with all laws and regulations which, in the opinion
of counsel for the Company, shall be applicable thereto. Nevertheless, the
Company shall not be liable for the non-issuance or non-transfer or any
delay in issuance or transfer of any Ordinary Shares issuable or
transferred, as the case may be, upon the exercise of any Options granted
under the Plan which results from the inability of the Company to obtain
all requisite authority to issue or transfer the Ordinary Shares upon
their exercise under the Plan, if counsel for the Company deems such
authority necessary for lawful issuance or transfer.
13. Notices. Each notice relating to this Agreement shall be in writing and
delivered in person or by first class mail; postage prepaid, to the
address as hereinafter provided. Each notice shall be deemed to have been
given on the date it is received. Each notice to the Company shall be
addressed to it at its principal office at Yokneam Industrial Park, P.O.B.
240, Yokneam 20692, Israel, attention Chief Financial Officer and/or
Compensation and Benefits Manager. Each notice to the Optionee or other
person or persons then entitled to exercise the Option shall be addressed
to the Optionee at the address specified herein or such other person or
persons at the Optionee's last known address.
14. Interpretation. The interpretation and construction of any terms or
conditions of this Agreement or other matters related thereto by the Board
of Directors or the Committee shall be final and conclusive.
15. Enforceability. This Agreement shall be binding upon the Optionee, his
estate, his personal representatives and beneficiaries.
16. Governing Law. This Agreement shall be governed by and construed under the
laws of the State of Israel, subject to all applicable laws, rules, and
regulations (especially rules of accounting) whether of the State of
Israel, the United States, the United Kingdom or the Netherlands, or any
other State having jurisdiction over the Company and the Optionee,
including, without limitation, the registration of the Shares under the
provisions of the Code and the United States securities laws, the
Companies Act, 1985 in the U.K or the Law for the Supervision of Listed
Shares in the Netherlands.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed
and the Optionee has hereunto set his hand all as of the day and year first
above written.
LUMENIS LTD. OPTIONEE:
By: _____________________________
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