EXHIBIT 10.25
ZONE4PLAY INC.
OPTION AGREEMENT
MADE AS OF THE ___DAY OF _____ 2006
BETWEEN: ZONE4PLAY INC.
A company incorporated in Nevada
(hereinafter the "COMPANY")
ON THE ONE PART
AND: Name _________
I.D. No ___________
Address: __________________
(hereinafter the "OPTIONEE")
ON THE OTHER PART
WHEREAS On November 23, 2004, the Company duly adopted and the Board approved
the 2004 Global Share Option Plan (the "PLAN"), and Appendix A -
Israel to the Plan (the "ISRAELI APPENDIX"), forming an integral part
of the Plan, a copy of which is attached as EXHIBIT A hereto; and -
WHEREAS Pursuant to the Plan and the Israeli Appendix, the Company has decided
to grant Options to purchase Shares of the Company to the Optionee,
and the Optionee has agreed to such grant, subject to all the terms
and conditions as set forth in the Plan, the Israeli Appendix and as
provided herein;
NOW, THEREFORE, it is agreed as follows:
1. PREAMBLE AND DEFINITIONS
1.1 The preamble to this agreement constitutes an integral part hereof.
1.2 Unless otherwise defined herein, capitalized terms used herein shall
have the meaning ascribed to them in the Plan and/or the Israeli
Appendix.
2. GRANT OF OPTIONS
2.1 The Company hereby grants to the Optionee the number of Options as set
forth in EXHIBIT B hereto, each Option shall be exercisable for one
Share, upon payment of the Purchase Price as set forth in EXHIBIT B,
subject to the terms and the conditions as set forth in the Plan
and/or the Israeli Appendix as provided herein.
2.2 The Optionee 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. PERIOD OF OPTION AND CONDITIONS OF EXERCISE
3.1 The terms of this Option Agreement shall commence on the Date of Grant
and terminate at the Expiration Date, or at the time at which the
Option expires pursuant to the terms of the Plan and/or the Israeli
Appendix or pursuant to this Option Agreement.
3.2 Options may be exercised only to purchase whole Shares, and in no case
may a fraction of a Share be purchased. If any fractional Share would
be deliverable upon exercise, such fraction shall be rounded up
one-half or less, or otherwise rounded down, to the nearest whole
number.
4. ADJUSTMENTS
Notwithstanding anything to the contrary in Section 7.1 of the Plan and in
addition thereto, if in any such Transaction as described in Section 7.1 of
the Plan, the Successor Company (or parent or subsidiary of the Successor
Company) does not agree to assume or substitute for the Options, the
Vesting Dates shall be accelerated so that any unvested Option 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
Optionee that the unexercised Options are fully exercisable for a period of
ten (10) days from the date of such notice, and that any unexercised
Options shall terminate upon the expiration of such period.
If the successor Company (or parent or subsidiary of the Successor Company)
agrees to assume or substitute for the Options and Optionee'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
Option shall be immediately vested in full as of the date of such
termination without Cause.
5. VESTING; PERIOD OF EXERCISE
Subject to the provisions of the Plan and/or the Israeli Appendix, Options
shall vest and become exercisable according to the Vesting Dates set forth
in EXHIBIT B hereto, provided that the Optionee is an Employee of, or
providing services to, the Company and/or its Affiliates on the applicable
Vesting Date.
All unexercised Options granted to the Optionee shall terminate and shall
no longer be exercisable on the Expiration Date, as described in Section
2.8 of the Plan.
6. EXERCISE OF OPTIONS
6.1 Options may be exercised in accordance with the provisions of Section
8.1 of the Plan. The Purchase Price shall be payable upon the exercise
of an Option in accordance with Section 6.2 of the Plan.
6.2 In order for the Company to issue Shares upon the exercise of any of
the Options, the Optionee hereby agrees to sign any and all documents
required by any applicable law and/or by the Company's incorporation
documents. The Optionee further agrees that in the event that the
Company and its counsel deem it necessary or advisable, in their sole
discretion, the issuance of Shares may be conditioned upon certain
representations, warranties, and acknowledgments by the Optionee.
6.3 The Company shall not be obligated to issue any Shares upon the
exercise of an Option if such issuance, in the opinion of the Company,
might constitute a violation by the Company of any provision of law.
7. RESTRICTIONS ON TRANSFER OF OPTIONS AND SHARES
7.1 The transfer of Options and the transfer of Shares to be issued upon
exercise of the Options shall be subject to the limitations set forth
in the Plan, in the Israeli Appendix, in the Company's incorporation
documents, in any shareholders' agreement to which the holders of
common stock of the Company are bound or in any applicable law
including securities law of any jurisdiction.
7.2 With respect to any Approved 102 Option, subject to the provisions of
Section 102 and any rules or regulation or orders or procedures
promulgated thereunder, an Optionee shall not sell or release from
trust any Share received upon the exercise of an Approved 102 Option
and/or any share received subsequently following any realization of
rights, including without limitation, bonus shares, 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 Optionee.
7.3 With respect to Unapproved 102 Option, if the Optionee ceases to be
employed by the Company or any Affiliate, the Optionee 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.
7.4 The Optionee shall not dispose of any Shares in transactions which
violate, in the opinion of the Company, any applicable laws, rules and
regulations.
7.5 The Optionee 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 Optionee's rights according to this Option Agreement).
8. TAXES; INDEMNIFICATION
8.1 Any tax consequences arising from the grant or exercise of any Option,
from the payment for Shares covered thereby or from any other event or
act (of the Company and/or its Affiliates, the Trustee or the
Optionee), hereunder, shall be borne solely by the Optionee. 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
Optionee 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
Optionee.
8.2 The Optionee will not be entitled to receive from the Company and/or
the Trustee any Shares allocated or issued upon the exercise of
Options prior to the full payments of the Optionee's tax liabilities
arising from Options which were granted to him and/or Shares issued
upon the exercise of Options. For the avoidance of doubt, neither the
Company nor the Trustee shall be required to release any share
certificate to the Optionee until all payments required to be made by
the Optionee have been fully satisfied.
8.3 The receipt of the Options and the acquisition of the Shares to be
issued upon the exercise of the Options may result in tax
consequences. THE OPTIONEE IS ADVISED TO CONSULT A TAX ADVISER WITH
RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR EXERCISING THIS OPTION
OR DISPOSING OF THE SHARES.
8.4 With respect to Approved 102 Options, the Optionee hereby acknowledges
that he is familiar with the provisions of Section 102 and the
regulations and rules promulgated thereunder, including without
limitations the type of Option granted hereunder and the tax
implications applicable to such grant. The Optionee 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.
9. MISCELLANEOUS
9.1 NO OBLIGATION TO EXERCISE OPTIONS. The grant and acceptance of these
Options imposes no obligation on the Optionee to exercise it.
9.2 CONFIDENTIALITY. The Optionee shall regard the information in this
Option Agreement and its exhibits attached hereto as confidential
information and the Optionee shall not reveal its contents to anyone
except when required by law or for the purpose of gaining legal or tax
advice.
9.3 CONTINUATION OF EMPLOYMENT OR SERVICE. Nothing in the Plan, the
Israeli Appendix and this Option Agreement shall be construed as
imposing any obligation on the Company or an Affiliate to continue the
Optionee's employment or service and nothing in the Plan, the Israeli
Appendix or in this Option Agreement shall confer upon the Optionee
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.
9.4 ENTIRE AGREEMENT. Subject to the provisions of the Plan and/or the
Israeli Appendix, to which this Option Agreement is subject, this
Option Agreement, together with the exhibits hereto, constitute the
entire agreement between the Optionee and the Company with respect to
Options granted hereunder, and supersedes all prior agreements,
understandings and arrangements, oral or written, between the Optionee
and the Company with respect to the subject matter hereof.
9.5 FAILURE TO ENFORCE - NOT A WAIVER. The failure of any party to enforce
at any time any provisions of this Option Agreement or the Plan and/or
the Israeli Appendix shall in no way be construed to be a waiver of
such provision or of any other provision hereof.
9.6 PROVISIONS OF THE PLAN AND/OR THE ISRAELI APPENDIX. The Options
provided for herein are granted pursuant to the Plan and/or the
Israeli Appendix and said Options and this Option Agreement are in all
respects governed by the Plan and/or the Israeli Appendix and subject
to all of the terms and provisions of the Plan and/or the Israeli
Appendix.
Any interpretation of this Option Agreement will be made in accordance
with the Plan and/or the Israeli Appendix but in the event there is
any contradiction between the provisions of this Option Agreement and
the Plan and/or the Israeli Appendix, the provisions of the Option
Agreement will prevail.
9.7 BINDING EFFECT. The Plan, the Israeli Appendix and this Option
Agreement shall be binding upon the heirs, executors, administrators
and successors of the parties hereof.
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 Optionee 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 Optionee. The Optionee is
responsible for notifying the Company in writing of any change in the
Optionee's address, and the Company shall be deemed to have complied
with any obligation to provide the Optionee with notice by sending
such notice to the address indicated below.
Company's Signature:
Name: ___________
Position:___________
Signature: ________________
I, the undersigned, hereby acknowledge receipt of a copy of the Plan and the
Israeli Appendix and accept the Options subject to all of the terms and
provisions thereof. I have reviewed the Plan and the Israeli Appendix and this
Option Agreement in its entirety, have had an opportunity to obtain the advice
of counsel prior to executing this Option Agreement, and fully understand all
provisions of this Option Agreement. I agree to notify the Company upon any
change in the residence address indicated above.
___________ ___________________
Date Optionee's Signature
ATTACHMENTS: EXHIBIT A: ZONE4PLAY INC. 2004 GLOBAL SHARE OPTION PLAN
AND APPENDIX A - ISRAEL
EXHIBIT B: TERMS OF THE OPTION
EXHIBIT C: TRUST AGREEMENT
EXHIBIT B
TERMS OF THE OPTION
NAME OF THE OPTIONEE:
DATE OF GRANT:
DESIGNATION:
o APPROVED 102 OPTIONS:
CAPITAL GAIN OPTION (CGO) [_] ;OR
ORDINARY INCOME OPTION (OIO) [_]
o [_] UNAPPROVED 102 OPTION
o [_] 3(I) OPTION
1. Number of Options granted:
2. Purchase Price:
3. Vesting Dates: See below
NUMBER OF OPTIONS VESTING DATE
4. Expiration Date:
___________________ ___________________
Optionee Company
