PM COMMTOUCH SOFTWARE LTD.
AMENDED AND RESTATED 1996 CSI STOCK OPTION PLAN
STOCK OPTION AGREEMENT
Capitalized terms used without definition in this Stock Option
Agreement (the "Option Agreement") shall have the meanings given such terms in
the Commtouch Software Ltd. Amended and Restated 1996 CSI Stock Option Plan (the
"Plan").
I.
NOTICE OF STOCK OPTION GRANT
[[First]] [[Last]]
Option. You (the "Optionee") have been granted an option to purchase
ordinary shares (the "Ordinary Shares") of Commtouch Software Ltd., an Israeli
corporation, subject to the terms and conditions of the Plan and this Option
Agreement, as follows:
Optionee: _______________________
Date of Grant: January 15, 2001
Exercise Price per Share: US$0.0125
Total Number of Ordinary Shares Granted: [[Shares]]
Total Exercise Price: [[Total_Price]]
Type of Option: Nonstatutory ("NSO")
Expiration Date: January 15, 2010
Vesting; Termination. Subject to the below "Preconditions to Vesting",
this Option will vest with respect to 33.33% of the Ordinary Shares subject to
the Option on February 15, 2002, and with respect to an additional 16.665% of
the remaining Ordinary Shares subject to the Option, at the end of each six
month period thereafter, and will therefore be fully vested on February 15,
2004. This Option may be exercised, in whole or in part, with respect to any
vested shares, only on or before [[Date]], January 15, 2010.
Preconditions to Vesting. Notwithstanding anything to the contrary
contained herein, vesting of the Option shall only occur if:
a. Optionee maintains a Continuous Status as an Employee or
Consultant throughout the relevant vesting period, as defined
above; and
b. Optionee provides Commtouch with adequate assurance, as determined
by Commtouch, that Optionee has made all relevant tax-related
arrangements as may be required under relevant tax laws in order
for Commtouch to withhold taxes imposed on income received by
Optionee upon vesting of the Option or any portion thereof.
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II.
AGREEMENT
1. Grant of Option. Commtouch Software Ltd., an Israeli corporation
(the "Company"), hereby grants to Optionee named in the Notice of
Stock Option Grant set forth above (the "Notice of Grant") an option
(the "Option") to purchase the total number of Ordinary Shares set
forth in the Notice of Grant, at the exercise price per share set
forth in the Notice of Grant (the "Exercise Price"), subject to the
terms, definitions and provisions of the Plan, which is incorporated
herein by reference. Capitalized terms used without definition in
this Option Agreement shall have the meanings given such terms in
the Plan.
2. Exercise of Option.
(a) Right to Exercise. This Option shall be exercisable during its term
in accordance with the vesting schedule set out in the Notice of Grant and with
the applicable provisions of the Plan and this Option Agreement.
(b) Method of Exercise. This Option shall be exercisable by written
notice (in the form attached hereto as Exhibit A), which shall state the
election to exercise the Option, the number of Ordinary Shares with respect to
which the Option is being exercised, and such other representations and
agreements as to the Optionee's investment intent with respect to the Ordinary
Shares as may be required by the Company pursuant to the provisions of the Plan.
The written notice shall be signed by the Optionee and shall be delivered in
person or by certified mail to the Company's Chief Financial Officer. The
written notice shall be accompanied by payment of the Exercise Price. This
Option shall be deemed to be exercised upon receipt by the Company of such
written notice accompanied by the Exercise Price.
(c) Compliance with Law. No Ordinary Shares will be issued pursuant to
the exercise of any Option unless such issuance and such exercise shall comply
with all relevant provisions of law and the requirements of any stock exchange
upon which the Ordinary Shares may then be listed. Assuming such compliance, for
income tax purposes the Ordinary Shares shall be considered transferred to the
Optionee on the date on which the Option is exercised with respect to such
shares.
3. Method of Payment. Payment of the Exercise Price shall be by cash,
wire transfer or cashier's check or by a combination thereof, at the election of
the Optionee. In the event there is a public market for Ordinary Shares,
Optionee shall also deliver a properly executed exercise notice together with
such other documentation as the Administrator and the broker, if applicable,
shall require to effect an exercise of the Option.
4. Non-Transferability of Option. This Option may not be transferred in
any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by Optionee. The terms of
this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
5. Entire Agreement; Governing Law. The Plan and this Option Agreement
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company, the Subsidiary and all other subsidiaries of the
Company and the Optionee with respect to the subject matter hereof, and may not
be modified adversely to the Optionee's interest except by means of a writing
signed by the Company and Optionee. In case of conflict between the provisions
in the Plan and this Option Agreement, the provisions in the Plan shall prevail.
This Option Agreement is governed by California law except for that body of law
pertaining to conflict of laws.
6. Acknowledgments of Optionee.
(a) NO RIGHT OF EMPLOYMENT. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE
VESTING OF ORDINARY SHARES PURSUANT TO THE OPTION IS EARNED ONLY BY
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CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY OR THE
SUBSIDIARY OF THE COMPANY BY WHOM THE OPTIONEE IS EMPLOYED, AS THE CASE MAY BE
(NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING
ORDINARY SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT
NOTHING IN THIS AGREEMENT, NOR IN THE PLAN, SHALL CONFER UPON OPTIONEE ANY RIGHT
WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY OR ITS
SUBSIDIARIES, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE
COMPANY'S OR ANY SUCH SUBSIDIARY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT OR
CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.
(b) Receipt of Plan. By exercising this Option, Optionee: (i)
acknowledges having received a copy of the Plan; (ii) accepts this Option
subject to all of the terms and provisions thereof; (iii) acknowledges that he
or she has reviewed the Plan and this Option in their entirety, has had an
opportunity to obtain the advice of counsel prior to exercising this Option and
fully understands all provisions of the Option; (iv) agrees to accept as
binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions arising under the Plan or this Option; and (v)
agrees to notify the Company upon any change in his or her residence address
indicated below.
Date: [[Date]], 2001
COMMTOUCH SOFTWARE LTD.
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Its: Chief Financial Officer
--------------------------------
[[First]][[Last]]
Address:
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COMMTOUCH SOFTWARE INC.
1996 STOCK OPTION PLAN
EXERCISE NOTICE
Commtouch Software Ltd.
c/o Commtouch Software Inc.
0000 Xxxxxxx Xxxxxx, Xxx. 000
Xxxxx Xxxxx, XX 00000
Attention: Secretary
1. Exercise of Option. Effective as of today, ____________, the
undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase
_____ ordinary shares (the "Shares") of Commtouch Software Ltd. (the "Company")
under and pursuant to the Commtouch Software Inc. 1996 Stock Option Plan (the
"Plan") and the Commtouch Software Inc. Stock Option Agreement dated
_____________ ( the "Stock Option Agreement") at a price of $___ per Share, or
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an aggregate price of $_________ (the "Exercise Price").
2. Representations of Optionee. Optionee acknowledges that Optionee has
received, read and understood the Plan and the Stock Option Agreement and agrees
to abide by and be bound by their terms and conditions.
3. Tax Consultation. Optionee understands that Optionee may suffer
adverse tax consequences as a result of Optionee's purchase or disposition of
the Shares. Optionee represents that Optionee has consulted with any tax
consultants Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for
any tax advice.
4. Further Instruments. The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this Agreement.
5. Delivery of Payment. Optionee herewith delivers to the Company a
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[check/promissory] in the amount of the Exercise Price for the Shares.
Submitted by: Accepted by:
OPTIONEE: Commtouch Software Ltd.
By:________________________________
___________________________________ Its:__________________________
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