Exhibit 10.17
Form of Restricted Stock Agreement
(Israeli directors and officers) under the Amended and Restated 2005 Stock Option Plan
Pluristem Therapeutics Inc.
RESTRICTED STOCK AGREEMENT
Made as of the __________________
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A
company incorporated in Nevada, USA |
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(hereinafter
the "Company") |
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(hereinafter
the "Participant") |
| WHEREAS |
On
January 21, 2009, the Company’s stockholders approved the adoption of the Amended
and Restated 2005 Stock Option Plan, a copy of which has been made available to the
Participant, forming an integral part hereof (the “Plan”); and – |
| WHEREAS |
Pursuant
to the Plan, the Company has decided to grant Restricted Stocks of the Company to the
Participant, as detailed within Exhibit A, and the Participant has agreed to such grant,
subject to all the terms and conditions as set forth in the Plan and as provided herein; |
NOW, THEREFORE, it is agreed as
follows:
| 1. |
Preamble
and Definitions |
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1.1 |
The
preamble to this Agreement constitutes an integral part of this Agreement, as do the
terms of the Plan. |
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1.2 |
Unless
otherwise defined herein, capitalized terms used herein shall have the meaning ascribed
to them in the Plan. |
| 2. |
Grant
of Restricted Stocks |
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2.1 |
The
Company hereby grants to the Participant the number of Restricted Stocks as set forth in
Exhibit A hereto, subject to the terms and the conditions as set forth in the Plan and as
provided herein. |
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2.2 |
The
Participant is aware that the Company intends in the future to issue additional shares
and to grant additional options to various entities and individuals, as the Company in
its sole discretion shall determine. |
| 3. |
Restricted
Period Per Section 102 |
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The
following provisions shall apply for the purpose of the tax benefits under Section 102 of
the Ordinance: |
| (a) |
Restricted
Period Per Section 102. In accordance with the requirements of Section 102(b)(2)
as now in place and as may be amended in the future, the Restricted Stock
shall be granted to the Participant and held in trust by the Trustee for
the benefit of Participant for a period of no less than twenty four (24)
months from the date of grant in which the Restricted Stocks were granted
and placed with a Trustee (during the Restricted Period Per Section 102
the Participant will not be allowed to order the Trustee to sell the
Restricted Stock held by him/her on behalf of the Participant or transfer
the Restricted Stock from Trustee’s hands). |
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In
order to apply the tax benefits of Section 102, the Restricted Stock
may not be sold or transferred (other than through a transfer by will or
by operation of law), and no power of attorney or transfer deed shall be
given in respect thereof (other than a power of attorney for the purpose
of participation in general meetings of shareholders, when applicable). |
| (b) |
End
of Restricted Period Per Section 102. Upon the completion of the Restricted
Period Per Section 102 as now in place and as may be amended in the
future, Participant shall be entitled to receive from the Trustee the
Restricted Stock, which have vested, subject to the provisions of the Plan
concerning the continued employment of Participant at the Company or any
Affiliate of the Company, and subject to any other provisions set forth
herein or in the Plan, and Participant shall be entitled to sell the
vested Restricted Stock subject to the other terms and conditions of this
Restricted Stocks Agreement and the Plan, including the provisions
relating to the payment of tax set forth below. |
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Notwithstanding
anything to the contrary in Section 7.1 (m) of the Plan and in addition thereto, if in
any such Transaction as described in Section 7.1 (m) of the Plan, the Successor Company
(or parent or subsidiary of the Successor Company) does not agree to assume or substitute
for the Restricted Stocks, the Vesting Dates, unless reasonably determined otherwise by
the Board, shall be accelerated so that any unvested Restricted Stocks shall be
immediately vested in full as of the date which is ten (10) days prior to the effective
date of the Transaction, and the Committee shall notify the Participant that the unvested
Restricted Stocks are fully vested for a period of ten (10) days from the date of such
notice, If the successor Company (or parent or subsidiary of the Successor Company)
agrees to assume or substitute for the Restricted Stocks and Participant’s
employment with the Successor Company is terminated by the Successor Company without
“Cause” within one year of the closing of such Transaction, the Vesting Dates
shall be accelerated so that any unvested portion of the substituted Restricted Stocks
shall be immediately vested in full as of the date of such termination without Cause. |
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Subject
to the provisions of the Plan, Restricted Stocks shall vest according to the Vesting
Dates set forth in Exhibit A hereto, provided that the Participant is an Employee of or
providing services to the Company and/or its Affiliates on the applicable Vesting Date.
Where there is a discrepancy between the terms of Exhibit A and the terms of the Plan,
Exhibit A shall govern. |
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| 6. |
Restrictions
on Transfer of Restricted Stocks |
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6.1 |
The
transfer of Restricted Stocks shall be subject to the limitations set forth in the Plan
and in the Company’s Articles of Association and any shareholders’agreement to
which the holders of ordinary shares of the Company are bound. |
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6.2 |
With
respect to any Approved 102 Awards, subject to the provisions of Section 102 and any
rules or regulation or orders or procedures promulgated thereunder, a Participant shall
not sell or release from trust any Restricted Stocks, until the lapse of the Holding
Period required under Section 102 of the Ordinance. Notwithstanding the above, if any
such sale or release occurs during the Holding Period, the sanctions under Section 102 of
the Ordinance and under any rules or regulation or orders or procedures promulgated
thereunder shall apply to and shall be borne by such Participant. |
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6.3 |
With
respect to Unapproved 102 Awards, if the Participant ceases to be employed by the Company
or any Affiliate, the Participant shall extend to the Company and/or its Affiliate a
security or guarantee for the payment of tax due at the time of sale of Shares, all in
accordance with the provisions of Section 102 and the rules, regulation or orders
promulgated thereunder. |
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6.4 |
The
Participant shall not dispose of any Shares in transactions which violate, in the opinion
of the Company, any applicable laws, rules and regulations. |
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6.5 |
The
Participant agrees that the Company shall have the authority to endorse upon the
certificate or certificates representing the Shares such legends referring to the
foregoing restrictions, and any other applicable restrictions as it may deem appropriate
(which do not violate the Participant’s rights according to this Restricted Stocks
Agreement). |
| 7. |
Taxes;
Indemnification |
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7.1 |
Any
tax consequences arising from this grant, from the payment for Restricted Stocks or from
any other event or act (of the Company and/or its Affiliates, the Trustee or the
Participant), hereunder, shall be borne solely by the Participant. The Company and/or its
Affiliates and/or the Trustee shall withhold taxes according to the requirements under
the applicable laws, rules, and regulations, including withholding taxes at source.
Furthermore, the Participant hereby agrees to indemnify the Company and/or its Affiliates
and/or the Trustee and hold them harmless against and from any and all liability for any
such tax or interest or penalty thereon, including without limitation, liabilities
relating to the necessity to withhold, or to have withheld, any such tax from any payment
made to the Participant. |
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7.2 |
The
Participant will not be entitled to receive from the Company and/or the Trustee any
Restricted Stocks prior to the full payments of the Participant’s tax liabilities
arising from Restricted Stocks which were granted to him/her. For the avoidance of doubt,
neither the Company nor the Trustee shall be required to release any share certificate to
the Participant until all payments required to be made by the Participant have been fully
satisfied. |
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7.3 |
The
receipt of the Restricted Stocks may result in tax consequences. THE PARTICIPANT IS
ADVISED TO CONSULT A TAX ADVISER WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING THIS
AWARD OR DISPOSING OF THE SHARES. |
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7.4 |
With
respect to Approved 102 Restricted Stocks, the Participant hereby acknowledges that
he/she is familiar with the provisions of Section 102 and the regulations and rules
promulgated thereunder, including without limitations the type of the Award granted
hereunder and the tax implications applicable to such grant. The Participant accepts the
provisions of the trust agreement signed between the Company and the Trustee, attached as
Exhibit C hereto, and agrees to be bound by its terms. |
| 8. |
Participant’s
Representations |
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8.1 |
The
Participant hereby agrees that the terms of section 102 of the Tax Ordinance (“Section
102”) shall apply regarding to the Restricted Stock granted. |
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8.2 |
The
Participant is obliged not to sell or remove from the Trustee the Restricted Stock
granted to him/her prior to the end of restricted period as defined by Section 102. |
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8.3 |
The
Participant is aware of the directives set forth in Section 102, and of the tax track
that was chosen under Section 102 and its implications. |
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8.4 |
The
Participant hereby accepts the terms of the Trust Agreement signed between the
Company and the Trustee. |
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8.5 |
Notwithstanding
anything to the contrary, in case that a Participant is entitled to receive dividend in
cash, the proceeds of such dividend may be wired to the Participant, after deduction of
all applicable taxes. |
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8.6 |
Prior
to the issuance of the Restricted Stocks by the Company to the Participant, the
Participant hereby agrees to sign any and all documents required by any applicable law
and/or by the Company’s Articles of Association or bylaws. |
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9.1 |
Confidentiality.
The Participant shall regard the information in this Restricted Stocks Agreement and its
exhibits attached hereto as confidential information and the Participant shall not reveal
its contents to anyone except when required by law or for the purpose of gaining legal or
tax advice. |
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9.2 |
Continuation
of Employment or Service. Neither the Plan nor this Restricted Stocks Agreement shall
impose any obligation on the Company or an Affiliate to continue the Participant’s
employment or service and nothing in the Plan or in this Restricted Stocks Agreement
shall confer upon the Participant any right to continue in the employ or service of the
Company and/or an Affiliate or restrict the right of the Company or an Affiliate to
terminate such employment or service at any time. |
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9.4 |
Entire
Agreement. Subject to the provisions of the Plan, to which this Restricted Stocks
Agreement is subject, this Restricted Stocks Agreement, together with the exhibits
hereto, constitute the entire agreement between the Participant and the Company with
respect to Restricted Stocks granted hereunder, and supersedes all prior agreements,
understandings and arrangements, oral or written, between the Participant and the Company
with respect to the subject matter hereof. |
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9.5 |
Failure
to Enforce – Not a Waiver. The failure of any party to enforce at any time any
provisions of this Restricted Stocks Agreement or the Plan shall in no way be construed
to be a waiver of such provision or of any other provision hereof. |
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9.6 |
Provisions
of the Plan. The Restricted Stocks provided for herein are granted pursuant to the
Plan and said Restricted Stocks and this Restricted Stocks Agreement are in all respects
governed by the Plan and subject to all of the terms and provisions of the Plan. |
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Any
interpretation of this Restricted Stocks Agreement will be made in accordance with the
Plan but in the event there is any contradiction between the provisions of this
Restricted Stocks Agreement and the Plan, the provisions of the Restricted Stocks
Agreement will prevail. |
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9.7 |
Binding
Effect. The Plan and this Restricted Stocks Agreement shall be binding upon the
heirs, executors, administrators and successors of the parties hereof. |
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9.8 |
Notices.
All notices or other communications given or made hereunder shall be in writing and shall
be delivered or mailed by registered mail or delivered by email or facsimile with written
confirmation of receipt to the Participant and/or to the Company at the addresses shown
on the letterhead above, or at such other place as the Company may designate by written
notice to the Participant. The Participant is responsible for notifying the Company in
writing of any change in the Participant’s address, and the Company shall be deemed
to have complied with any obligation to provide the Participant with notice by sending
such notice to the address indicated herein. |
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I, the undersigned, hereby
acknowledge receipt of a copy of the Plan and accept the Restricted Stocks subject to all
of the terms and provisions thereof. I have reviewed the Plan and this Restricted Stocks
Agreement in its entirety, have had an opportunity to obtain the advice of counsel prior
to executing this Restricted Stocks Agreement, and fully understand all provisions of this
Restricted Stocks Agreement. I agree to notify the Company upon any change in the
residence address indicated herein.
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Date |
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Participant’s Signature |
Attachments:
Exhibit A: Terms of the
Restricted Stocks
Exhibit B: PLAN
Exhibit C: Trust Agreement
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EXHIBIT A
TERMS OF THE
RESTRICTED STOCK AWARD
| Name of the Participant:
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| Date of Grant:
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| Designation:
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| 1. Number of Restricted Stocks granted:
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| 2. Purchase Price:
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| 3. Vesting Dates:
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| 4. Restriction Period:
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Unvested Restricted Stocks will not be eligible for dividends and will not have any voting rights.
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Participant |
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Company |
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