Exhibit 10.12
Attached hereto is an English translation of the original
Hebrew version of the Option Allotment Agreement between Organitech and Xxxx
Xxxxxx, dated February 24, 2000. The Company has employed a translator to
translate the above-referenced agreement and based on this, the undersigned
believes that the attached is a fair and accurate English translation of the
above-referenced agreement.
OrganiTECH, USA, Inc.
By:/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx, Chief Executive Officer
Date: April 12, 2002
OPTION ALLOTMENT AGREEMENT
Which was carried out and signed at Nesher on day
24 of the month of February 2000
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Between Organitech Ltd. (Hereafter: "The Company") the first party
Whose address is: Technion Science Park -Nesher POB 212 Nesher 36601
And between Xx. Xxxx Xxxxxx (Hereafter: "The Employee") the second party
Whose address is Tal El
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Since The employee is hired by the company:
And since: In that the company in a Board Meeting of the 23.12.99 decided to
allot options to its employees:
And since: The employee is interested in the following option;
The two parties agree that:
1. The introduction to this agreement is an inseparable part of it.
2. The company will allot to the employee an option to purchase 6,000 of
its regular shares, in exchange for their nominal value which is NIS
0.01. Under the condition that the employee will have been continually
working for the company for a period of 4 years, as follows:
An option to purchase 1,500 shares to the extent that he works for the
company at least up until the date of 1.3.2000;
An option to purchase 1,500 shares to the extent that he works for the
company at least up until the date of 1.3.2001;
An option to purchase 1,500 shares to the extent that he works for the
company at least up until the date of 1.3.2002;
An option to purchase 1,500 shares to the extent that he works for the
company at least up until the date of 1.3.2003;
In the evaluate that the employee has ceased working for the company
during one of the option years as stated above, by his initiative or
that of the company, he will be entitled to the relative part of the
option (for the sake of this calculation, 1,500 shares are counted for
each 12 month work period) (Hereafter: "The Option")
3. This option may be exercised up until 1.1.2006, or 6 months from the
date on which the employee ceases to work for the company, which ever
is later.
4. This option may not be transferred to another person, with the
exception of transfer to the legal heir in the case of the employee's
death.
5. The employee is allowed to exercises this option, only of the event
that the shares are marketable.
Marketable, for the purposes of this agreement shall mean: public
issue, purchase or merger of the company or transfer of control by the
means of stock purchase from company stock holders (hereafter:
"Liquidation").
6. If between the signing of this agreement, and the time of actualization
of the options, the company with distribute to its regular share
holders, bonus shares, or rights to purchase shares because of the
regular shares that they own, without consideration or in exchange for
nominal value, or if the company splits the regular shares into a
larger number of shares of less nominal share value, or will combine
the regular shares into a smaller number of shares, of higher nominal
value, or in a similar case of reorganization, which is applied to the
regular shares (hereafter: "event"), the number of shares will be
adjusted for the employee who is entitled to purchase them, according
to the option, in the way that this number will be identical and belong
to the same type of shares, that he would own, if he actualizes the
option before the event.
7. The employee certifies that the company, its management and all its
representatives, are not obligated and will not be responsible, and/or
guarantees that the options and shares that were issued due to its
actualization will have a fixed financial value, or will be marketable.
8. In the case that most share owners will also, following liquidation, be
obligated by the power of this agreement, statutes, or for other
reasons, to give to other shareholders the first right of refusal, for
purchase of their shares, the employee will also be obligated.
9. A. The employee with be personally and individually responsible for
tax obligations relating to this option.
2nd. The employee with notify in writing of his desire to exercise his
share options.
3rd. The company will allot shares after the employee provides the
company with the necessary sums, for required tax deductions and
national insurance, according to the law, and/or will be entitled
to deduct and/or will be entitled to authorize the purchase of the
shares from the employee within the framework of liquidation, or
to credit any taxes which the employee deserves by law.
4th. The employee will be required to indemnify the company for all tax
obligations (including interest, linkage, penalties) that the
company will be obligated to pay if the worth of the shares will
not be allowed be allowed by the tax authority. To assure
indemnification, the employee will provide by a trustee, two
signed checks for income tax and national insurance, without date
or amount.
10. In the case of cessation of work, following a case of serious breaking
of trust, or if in the context of his work he is suspected of a serious
felony, the employee will not be entitled to exercise this option,
unless he is later found to be not guilty under the law.
11. In the case that at any time the majority of the company's shareholders
will decide to sell its shares in the company, to a purchaser, who
conditions purchase of the shares on the purchases of a larger amount
of shares than those that are actually available, in the hands of the
shareholders, who are agreeing to sell, (hereafter: "purchase
transaction"), and they force the remaining shareholders, by power of
the agreement, statute, or other authorities, to sell shares in the
same purchase transaction, the employee will be required, if necessary,
to sell to the purchaser in the purchase transaction, his own shares as
well, and/or to agree that the option that he has will be redeemed for
payment that is equal to the price at which the regular shares are
being sold, in the purchase transaction, less the realization costs, as
specified in this agreement, and multiplied by the number of shares for
which the employee holds an option.
With the performance of what is stated in this section, the employee's
option will expire.
12. 12.1 This agreement cancels all agreements or prior agreements
written or oral, with regard to options, and/or company
shares.
12.2 Any notification that is sent by one party to the other, by
registered letter, to the address at the top of this
agreement, or other addresses that one party will make known
to the other, from time to time, will be considered as having
been received following 4 business days from the date of
postmark of the registered letter.
In evidence, the parties come to sign:
signed signed
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The Employee The Company
