1
EXHIBIT 10.12
AGREEMENT FOR THE ALLOTMENT OF SHARE OPTIONS AND TRUST AGREEMENT
Made in Tel Aviv, this ___ day of March 2000
BETWEEN: CLICKSERVICE SOFTWARE LTD.
(hereinafter referred to as "the Company")
of the first part
AND: CERTAIN EMPLOYEES OF THE COMPANY WHO SHALL BE INVITED BY
THE COMPANY TO PARTICIPATE IN THE AGREEMENT AND SIGN THE
PARTICIPATION DOCUMENT
(such an employee is hereinafter referred to as "a
Participating Employee")
of the second part
AND: B.Y.A.D. TRUSTEES
(hereinafter referred to as "the Trustee")
of the third part
WHEREAS the Company wishes to grant to certain Participating
Employees, not including controlling shareholders, and up
to 35 (thirty five) of such Participating Employees,
within the context of a trust, options for shares of the
Company in the first stage and thereafter to enable the
Participating Employees, upon certain terms and
conditions, to receive an actual allotment of shares;
AND WHEREAS the Company wishes to grant the options, such that they
shall be held by the Trustee on behalf of the
Participating Employees, whether existing or future
employees of the Company;
1
2
AND WHEREAS the Company wishes to appoint the Trustee, and the
provisions of this Agreement shall serve as an instrument
of trust and instructions to the Trustee;
AND WHEREAS the Trustee agrees to accept such position;
AND WHEREAS the parties wish to define, determine and detail the
method of the allotment, the stages thereof and all
matters relating thereto or connected therewith or
deriving therefrom, all as detailed below in this
Agreement;
ACCORDINGLY, IT IS WARRANTED, PROVIDED AND AGREED BETWEEN THE PARTIES AS
FOLLOWS:
1. RECITALS
1.1 The recitals to this Agreement constitute an integral part
hereof.
1.2 The clause headings in this Agreement are for convenience and
orientation purposes only, they do not constitute any part
hereof and shall not be used for the interpretation hereof.
1.3 The provisions of this Agreement do not prejudice the rights or
holdings or shares of any of the holders of any classes of the
Company's shares at the time of the making hereof or thereafter,
unless otherwise expressly stated and provided herein.
2. THE TRUST
The parties hereby establish and create a trust and shall procure that
the Company shall allot to the Trustee the options for Class B Ordinary
shares of nominal value NIS 0.01 each of the Company and the shares, at
the time of the exercise of part or all of the options.
The provisions of this Agreement constitute an instrument of trust and
instructions to the Trustee.
It is agreed that Appendix B to the Income Tax Regulations (Tax Relief
Upon Allotment of Shares to Employees) 1989 (hereinafter the
"Regulations"), constitute an integral part of this Agreement,
Instrument of Trust and Instructions to the Trustee, in accordance with
this Agreement.
3. THE OBJECT OF THE TRUST
2
3
The object of the trust is for options to shares to be held by the
Trustee for the benefit of employees of the Company whose names appear
in List "1" attached to this Agreement, as may be amended from time to
time by the Company by written notice to the Trustee detailing the names
of the beneficiaries and next to each beneficiaries' name, the number of
options which the Trustee holds or shall hold in trust for each
beneficiary.
3.1 The Trustee shall maintain and manage List "1" and shall attend
to updating it from time to time as required, including adding
new beneficiaries, recording options that have been allotted to
the Trustee on behalf of the beneficiaries according to the
ratio of their rights at the determining date, and he shall also
record the options that shall be added to the beneficiaries from
such allotment in List 1 to the credit of such beneficiaries.
3.2 The share options allotted upon exercise of the options shall be
allotted to the Trustee or that shall be held by the Trustee
pursuant to the provisions of this Agreement shall be registered
in the Trustee's name in the Company's register of shareholders.
3.3 The Trustee shall act in all matters relating to adding new
employees to List "1" and to determine the terms and conditions
of their entitlement pursuant to resolutions of the Company as
shall be passed from time to time. Nonetheless, the Trustee
shall not be entitled to detract from the rights and conditions
prescribed and/or that shall be prescribed for the beneficiaries
pursuant to this Agreement except with the prior written consent
of the Company and of the beneficiary or beneficiaries affected
by such change, as the case may be.
3.4 The beneficiaries included or that shall be included in List "1"
at any time whatsoever do not and shall not have any right or
claim against other beneficiaries being added to the List or
against the adding of rights or shares to those included in List
"1", in whole or in part.
3.5 Upon the fulfillment of the terms and conditions or at the
specified times, all pursuant to the terms and conditions
hereof, the Trustee shall transfer to the beneficiaries the
options or the shares allotted to them, as the case may be, all
subject to the provisions hereof, the provisions of the
Ordinance and the Regulations.
3.6 The Company shall keep separate records as to every allotment,
and shall forward a copy of such records to the Trustee; the
records shall contain every detail connected to the allotment,
including -
(1) The names of the employees to whom shares were allotted
in the framework of an entitling allotment, their I.D.
numbers and addresses;
3
4
(2) The number of shares which were allotted to each
employee, their class and description including the
share's serial number;
(3) The sum which was paid by every employee in
consideration for the shares and the dates of payments;
(4) The date of the allotment;
(5) Transactions which were carried out in connection with
the shares, including sales thereof and transfer thereof
to an employee or his successors;
4. THE TRUSTEE'S DUTIES AND POWERS
The Company and the beneficiaries hereby instruct the Trustee to act
with the options which it holds and with the rights deriving therefrom
in the following manner:
4.1 The Trustee shall apply to the authorities in a request for
approval of the trust as obligated by the provisions.
4.2 If the Company shall distribute bonus shares during the term of
the trust, the bonus shares that shall be distributed to the
Trustee in respect of the options pursuant to this Agreement
shall belong to the beneficiaries and they shall be credited to
them pro rata to their entitlement to the options according to
List "1", and at the date of the end of the trust and the
transfer of the shares to the beneficiaries, the Trustee and the
Company shall act to allot the bonus shares to them
simultaneously with the allotment of the shares due pursuant to
the options.
4.3 If rights in respect of the options are distributed by the
Company at the end of the trust in accordance with Section 8
hereof, the Trustee shall give prior written notice thereof to
the beneficiaries in sufficient time to receive their response
and it shall act in accordance with the beneficiaries'
instructions. If the beneficiaries wish to register the rights
and they transfer the amount required therefor to the Trustee,
the Trustee shall purchase the rights on their behalf or on
behalf of some of them and they shall be added to their rights
at the end of the trust. If the beneficiaries do not give notice
or if the beneficiaries do not reply to the Trustee at the time
prescribed therefor, the Trustee shall deem the beneficiaries
who did not reply or who did not pay the fixed consideration on
due date as having irrevocably waived the offered rights.
4.4 The Trustee shall act in its exclusive discretion regarding all
the other subjects or rights conferred pursuant to the options
or the shares upon exercise of the options. However, if the
Trustee receives rights or monies in respect of the options,
save for bonus shares, it shall transfer them to the
beneficiaries pursuant to their proportionate share of the
options pursuant to List "1".
4
5
4.5 The Trustee shall deliver all required reports in accordance
with the provisions and/or in accordance with the law and/or
other regulations applying to the subject matter of this
Agreement.
5. THE BENEFICIARIES' PARTICIPATION
Each Participating Employee pursuant to this Agreement shall sign a
trust participation document in the form of wording set forth below:
INSTRUMENT OF PARTICIPATION
Employee's name ______________________________ (hereinafter
referred to as "the Participating Employee")
1. I hereby participate as a beneficiary pursuant to the
Option Agreement dated _______________ (hereinafter
referred to as "the Agreement") and undertake all the
obligations and rights of a beneficiary pursuant to the
Agreement.
2. I sign this instrument of participation having read the
Agreement and having understood the provisions thereof.
3. I confirm my rights in the options held on my behalf by
the Trustee both pursuant to the Agreement and also
pursuant to the conditions of participating in the trust
dated _______________ and pursuant to the Ordinance and
Regulations.
--------------- -----------------------------
Date Signature of Participating Employee
Name of Participating Employee _______________
Identity No. of Participating Employee _______________
Address of Participating Employee _______________
Witness' signature: I certify the signature of the Participating
Employee
------------------------------
Director of the Company
We the undersigned hereby confirm your participation as a
beneficiary pursuant to the Agreement.
5
6
--------------- ---------------
Date The Trustee
6. THE OPTIONS
The employee participating in this Agreement, the trust and the option
entitlement arrangement is hereby granted and given options upon the
terms and conditions and at the times set forth below:
6.1 A conditional and suspensive right upon the cumulative
fulfillment of the terms and conditions detailed below and the
terms and conditions detailed in this Agreement to receive by
way of an allotment of _______________ Class B Ordinary Shares
of nominal value NIS 0.01 of the Company. Until the registration
of the shares in the employees name in accordance with the
Option Plan and the Trust Agreement as mentioned above, the
Participating Employee is granted the right that his name be
registered in List "1" with a notation of the option for the
specific number of shares specified above.
6.2 The terms and conditions:
The Participating Employee's right to convert the options held
in trust on his behalf by the Trustee into shares that shall be
actually allotted in his name is conditional and suspensive upon
the fulfillment of all the following terms and conditions:
6.2.1 Every actual period of employment with the Company of at
least 24 months from the participation date shall confer
the right to convert 1/3 (a third) of the number of
shares specified in the options into shares.
6.2.2 Every month of continuous and cumulative period of
employment exceeding the first 24 months shall confer
the right to convert a further 1/24 (one twenty-fourth)
from the balance of 2/3 (two-thirds) of the total number
of shares specified in the option, into shares actually
allotted, in an allotment at the end of the cumulative
period.
6.2.3 After a continuous and cumulative actual period of
employment with the Company of 48 months, the
beneficiary's right shall be exhausted and the validity
of the trust in relation to him shall expire.
6.2.4 The exercise of the right to an actual allotment of
Class B Ordinary Shares is further conditional and
suspensive upon the payment of $5.10 (five dollars and
ten cents) according to the representative rate known at
the time of the allotment in respect of the right to
each share.
6.2.5 In the event that conditions are imposed by the
authorities as conditions
6
7
for approval of the fulfillment of this Agreement, the
beneficiaries will agree and agree to these conditions.
(The periods specified in this clause above are hereinafter
referred to as "the Vesting Period".)
6.3 If the employee ceases to be an actual employee of the Company
at any stage whatsoever prior to the conversion of the options
or part thereof into shares and prior to the actual allotment of
shares, and provided that the circumstances of the termination
of employment are not breach of trust, grave disciplinary
offence or criminal offence ("Cause"), the options granted to
the employee until the date of the termination of his employment
with the Company can be exercised only for a period of three (3)
months from the date of the above-mentioned termination of
employment. After the end of the said three (3) month period,
the options granted to the employee which were not exercised,
shall expire and shall be void.
In the event that a beneficiary who ceased to be an employee
within two years from the date of this Option Agreement and the
tax exemption does not apply to the beneficiary, the same
employee shall be liable for the tax payment for tax upon
allotment and for tax pursuant to Section 102 of the Ordinance,
the higher of the two.
6.4 If the options are cancelled because the terms and conditions of
this clause have not been fulfilled, the employee shall not be
entitled to consideration, refund or compensation or indemnity
whatsoever in respect of the cancellation.
7. THE BENEFICIARIES' LIABILITY
7.1 Every liability and every amount that a holder of the options is
under a duty to pay and all the obligations applicable pursuant
to the Companies Ordinance and the Company's documents of
incorporation to a holder of options or shares or a member of
the Company, shall be passed on from the Trustee to the
beneficiaries pursuant to the proportion of the options or the
shares held by the Trustee for the benefit of the beneficiaries.
7.2 The beneficiaries hereby confirm that they acknowledge that if
payment demands of them are not complied with, the Company may
forfeit the options held on their behalf by the Trustee pursuant
to the Company's Articles of Association and the results of the
forfeiture shall apply to each beneficiary in accordance with
the option for shares held on trust on his behalf by the
Trustee.
7.3 If the Trustee receives demands, requests, notices and
claims, including payment calls, demands for payments at the
time of the Company's winding up, notices in respect of
forfeiting the shares or any other demand, the Trustee shall,
immediately upon the receipt thereof, send them to each of the
beneficiaries in respect of whose
7
8
shares held on his behalf by the Trustee the said demands were
received, to the beneficiary's address as appearing in his
participation notice or to another address which the beneficiary
sent the Trustee, provided that they shall be sent in writing
and the liability deriving from the said demands shall apply to
the beneficiary alone.
7.4 The beneficiaries' liability pursuant to this clause shall apply
in accordance with the shares held on their behalf. If any
charge or payment demand whatsoever shall relate to shares held
for a number of beneficiaries, each beneficiary shall be liable
for the charge or the payment demand pro rata to the options
held on his behalf.
8. TERMINATION OF THE TRUST
8.1 If the Trustee holds options or shares for any beneficiary,
including his successors and assigns, during the Vesting Period
that shall not be less than two years, the shares or options
shall be transferred to the beneficiary's possession either on
its own initiative or on the beneficiary's initiative, on the
following terms and conditions:
8.1.1 The Company notified the Trustee that the employee is
continuously employed by the Company for the whole
vesting period, and continues to be employed by the
Company and he has requested to exercise an option and
has paid the Company the exercise price.
8.1.2 In the event that the Notification of Deduction at
Source Form has been completed and sent, as specified in
the Income Tax Regulations (Tax Relief Upon Allotment of
Shares to Employees) 1989, and tax is actually paid, at
the rate specified in the Regulations at that time.
8.2 If a Participating Employee ceases to be employed by the Company
at any time whatsoever and for any reason whatsoever, the trust
for him shall expire at the time of the termination of
employee-employer relations.
8.3 If a Participating Employee exercises a right as a beneficiary
by way of exercising the conversion of an option into a share
that shall be actually allotted, subject to all the terms and
conditions of this Agreement, the trust shall expire in respect
of the part of the option converted and actually allotted at
such time.
9. ISSUE TO THE PUBLIC
9.1 If the Company notifies the Trustee that for the purposes of an
issue of shares to the
8
9
public an undertaking by the beneficiary option holders is
required, pursuant whereto they undertake a restriction on the
transfer of the shares of which they are beneficiaries or to
which they are entitled pursuant to the options or the trading
of such shares, the Trustee shall be entitled to assume the
undertaking as aforesaid, provided that such an undertaking
shall not prevent it from transferring options to the
beneficiaries, subject to the beneficiaries assuming the said
undertaking.
9.2 If as a condition for the issue of shares to the public the
option holders shall be required to undertake not to sell them
during a specific period (hereinafter referred to as "the
restriction period"), the Company is entitled to make demand of
the Trustee to join in giving an undertaking as aforesaid, and
in the event of a demand as aforesaid the Trustee shall accede
thereto, even if the Vesting Period, or part thereof, mentioned
in clause 6 above, has not yet terminated, and in such case the
trust period shall be extended by the restriction period and the
beneficiaries shall have no complaint in consequence thereof.
9.3 The beneficiaries are aware that the Company is considering an
issue to the public with the intention of listing the Company's
shares for trading on a stock exchange either in Israel or
abroad. The beneficiaries empower the Trustee to sign any
document which, in the opinion of the Company's board of
directors, is required to enable an issue as aforesaid,
including changes to the Company's documents of incorporation
and including changes in its capital structure, provided that
the changes shall not result in the shares the subject of the
options held in trust by the Trustee having inferior rights
(save for voting rights) compared with the rights which other
shares of the Company confer.
In the event that the shares are registered for trading, as
aforesaid, the employee shall be permitted to apply to the
Commissioner in a request that his shares will be seen as sold
pursuant to the average stock exchange price-list in the first
three days of trading.
10. NON-TRANSFERABILITY
The rights to the options pursuant to this Agreement and the shares that
shall be allotted to the Participating Employee pursuant thereto and
upon the terms and conditions thereof are granted to the Participating
Employee as a beneficiary and to him alone.
The beneficiaries' rights may not be transferred or assigned in any
manner whatsoever, including by way of pledge, charge, attachment,
assignment and the like.
Without derogating from the foregoing, rights to options may only be
transferred by way of implementing a will of an employee or his
inheritance if the employee dies on a date when he was an actual
employee of the Company.
11. REPLACEMENT TRUSTEE
9
10
If the Trustee is unable to perform its duties or does not wish to
perform its duties, the Company is entitled to appoint another trustee
and in such event the Trustee shall transfer the options it is holding
to the other trustee and the replacement trustee shall replace the
Trustee for all intents and purposes.
12. THE COMPANY'S OTHER SHARES
12.1 The provisions of this Agreement do not prejudice the rights of
other holders of options or shares of the Company to which the
trust arrangement does not apply.
12.2 The parties are aware that additional employees of the Company
own rights in shares or to receive shares in other arrangements,
and it is hereby expressly agreed that this Agreement does not
apply to and does not affect or howsoever impair rights of other
shareholders of the Company or persons entitled to shares of the
Company, including employees entitled as aforesaid.
13. PAYMENT AND INDEMNITY
13.1 An action by the Trustee and any outcome of an action by the
Trustee, directly or indirectly, shall not render the Trustee
liable for any payment whatsoever. In any event in which the
Trustee is directly or indirectly ordered to make any payment in
connection with its actions as trustee, the Company undertakes
to directly effect and make the payment which shall be required,
for so long as it is a payment relating to the trust, or to
indemnify the Trustee for a payment as aforesaid upon demand
received from it.
13.2 Save in regard to the subjects detailed in clause 7 above, if
the Trustee is ordered to make any payment by a court or
tribunal or arbitrator in consequence of its operations as
trustee, whether directly or indirectly, the Company shall bear
the payment in its stead and shall effect the payment on the
required date, and the Trustee shall not be liable to indemnify
the Company for such payment.
13.3 The beneficiaries and the Company release the Trustee from any
liability for a negligent act or omission, and the Company shall
indemnify the Trustee for any payment which it is required to
pay in order to compensate any person or corporation for such an
act or omission.
14. GENERAL PROVISIONS
14.1 If the law so obliges or if the Company or any of its
shareholders so requests, the Company shall procure that the
Trustee shall be registered in the Company's register of
shareholders as the owner of the options for shares held by it
on trust.
10
11
14.2 The Company shall pay the Trustee's remuneration.
14.3 If the Company resolves to issue any of its shares in
consequence of additional investors joining the Company or for
any other reason, the Trustee's part of the options convertible
into shares of the Company shall be diluted accordingly and the
beneficiaries' right shall also be diluted in accordance
therewith, and the beneficiaries shall not have any complaint or
claim in such regard.
14.4 In a case where the beneficiaries have been actually allotted
part of the shares at the time of a dilution as aforesaid or at
any other time thereafter, their shares shall be diluted in
respect of the joining of investors or other shareholders, and
the beneficiaries shall not, even as shareholders, have any
complaint or demand in such regard.
14.5 The Trustee is empowered to determine the terms and conditions
for beneficiaries participating in the trust, in its discretion.
14.6 The parties undertake to sign all the documents required to give
validity and effect to this Agreement.
14.7 If income tax or capital gains tax or any other tax applies in
respect of the options or in respect of the allotment of the
shares or in respect of the holding of the shares or the
transfer thereof, or for another reason, the tax shall be borne
by the beneficiary in respect of the options or the shares held
for his benefit by the Trustee. If tax as aforesaid is imposed,
the Trustee shall be entitled to make demand of the beneficiary
to pay the tax upon demand pursuant to this Agreement or to
deduct the imposed tax from the amounts due or that shall be due
to the beneficiary, and such being in addition to any other
remedy available to the Trustee at law. If the tax as aforesaid
is imposed upon the Company, the Trustee shall be under a duty,
upon the Company's demand, to deduct the said tax and to remit
the amount collected to the Company, as the case may be.
The beneficiary authorizes and empowers the Company and the
Trustee to deduct or collect tax as aforesaid.
14.8 In the event of the death of a beneficiary at a time when he is
not an actual employee of the Company, his heirs shall be
entitled to exercise any options vested for a period of 18
(eighteen) months after such death. Any options not yet vested
at the time of his death shall automatically expire and any
prima facie transfer to his heirs or to beneficiaries pursuant
to his will, as the case may be, shall not be valid.
AS WITNESS THE HANDS OF THE PARTIES:
11
12
------------------------------ ------------------------------
CLICKSERVICE SOFTWARE LTD B.Y.A.D. TRUSTEES LTD.
"THE COMPANY" "THE TRUSTEE"
12
13
APPENDIX TO TRUST AGREEMENT -
CONDITIONS FOR PARTICIPATING IN THE TRUST
Made in Tel-Aviv this __ day of _______________ 2000.
BETWEEN: ClickService Software Ltd.
AND: The Participating Employee, Mr./Ms. ____________________
WHEREAS ClickService Software Ltd. (hereinafter referred to as
"the Company") shall allot options convertible into shares
in favor of the Participating Employee;
AND WHEREAS the employee wishes to participate in an Agreement dated
___ February 2000 (hereinafter referred to as "the
Agreement"), including the Trustee's trust and its holding
of the options until they mature;
ACCORDINGLY, IT IS WARRANTED AND AGREED AS FOLLOWS:
1. The recitals to this appendix constitute an integral part hereof.
2. The Participating Employee is entitled to be a beneficiary pursuant to
the Agreement from the date of the signing of this conditions for
participation appendix.
3. The Participating Employee's entitlement shall confer upon him the
following rights:
3.1 The right to be registered as a beneficiary of options to
receive ____________ Class B Ordinary Shares of NIS 0.01 each of
the Company in equal shares of one third with the determining
date for the first third being after 24 months have elapsed of
continuous work for the Company. After this, every month of
continuous and cumulative period of employment exceeding the
first 24 months shall confer the right to convert a further 1/24
(one twenty-fourth) from the balance of 2/3 (two-thirds) of the
total number of shares specified in the option, into shares
actually allotted, in an allotment at the end of the cumulative
period.. The entire cumulative period shall be entitled the
"Vesting Period". The right to shares as aforesaid shall be
subject to payment of the sum of $5.10 (five dollars and ten
cents), for the right to each share, at the representative rate
known at such time.
3.2 The said right is conditional and suspensive upon the
fulfillment of all the terms and conditions specified in the
Agreement.
3.3 If the employee ceases to be an actual employee of the Company
at any stage whatsoever until the conversion of the options or
part thereof into shares and prior to the actual allotment of
the shares, regardless of the reason for the termination of the
employment with the Company, his rights to an allotment or to
exercise the balance of the allotment shall expire, be cancelled
and nullified except to the extent specified in the Agreement.
13
14
3.4 The provisions set forth in this clause are in addition to the
provisions set forth in the Agreement.
3.5 The ancillary right upon the terms and conditions of the
Agreement distribution of additional rights or benefits, and
also those shall be granted in the future to holders of shares
or at the time of winding up, all pro rata to his entitlement to
options.
4. The option convertible into shares upon the terms and conditions of the
Agreement and the terms and conditions of this instrument of
participation shall be recorded in List "1" by the Trustee together with
the Participating Employee's name and his proportionate share of the
number of the shares as specified above.
5. The options that shall be recorded for the Participating Employee are in
addition to his other employment terms and conditions, and are not in
lieu thereof, but the Company's management may consider them a benefit
or other right conferred upon the employee in respect of and in
consequence of his employment.
6. The Participating Employee hereby agrees and confirms that if there
shall be a dilution of the Company's shares at any stage or in any
manner, whether during the course of the Vesting Period, or upon the
exercise of the conversion of the shares into an actual allotment of
shares, whether in stages or at the end of the entire Vesting Period,
his part shall also be diluted respectively.
In an event in which additional conditions would be required by the
relevant authorities for the approval to implement this Agreement, the
beneficiaries shall and they do agree to such conditions.
7. The Participating Employee accepts and agrees to all the terms and
conditions of the Agreement and confirms his express consent that in any
event of a contradiction between the provisions of this appendix and the
provisions of the Agreement, the provisions of the Agreement shall
prevail.
8. The Participating Employee hereby warrants and confirms his consent that
all the payment of taxes, official fees, levies and the like of
whatsoever description applicable now or that shall be applicable in the
future in respect of the Agreement, in respect of this instrument of
participation and in respect of the realization thereof shall be borne
by him alone.
9. The employee explicitly approves and agrees that he has been notified
that, and it is within his knowledge that the Arrangement for the
Allotment of Share Options for conversion is in accordance with Section
102 Income Tax Ordinance, and that he agrees that and undertakes not to
request a tax exemption under sections 95 or 97 (A) Income Tax
Ordinance, or under Chapter 7 Encouragement of Industry (Taxes) Law
1969.
10. This appendix constitutes an integral part of the instrument of
participation in the Agreement and the signing of the instrument of
participation constitutes the signing of this appendix.
The instrument of participation is annexed hereto.
14
15
----------------------------------------
Signature of the Participating Employee
We agree to the foregoing:
----------------------------------------
ClickService Software Ltd.
15
16
INSTRUMENT OF PARTICIPATION
Employee's name _______________________________________________________________
(hereinafter referred to as "the Participating Employee")
1. I hereby participate as a beneficiary pursuant to the Option Agreement
dated ______________ (hereinafter referred to as "the Agreement") and
undertake all the obligations and rights of a beneficiary pursuant to
the Agreement.
2. I sign this instrument of participation having read the Agreement and
having understood the provisions hereof.
3. I confirm my rights in the options held on my behalf by the Trustee both
pursuant to the Agreement and also pursuant to the conditions of
participating in the trust dated ________________, and in accordance
with the Ordinance and the Regulations.
--------------------- ------------------------------------
Date Signature of Participating Employee
Name of Participating Employee ________________________________________________
Identity No. of Participating Employee ________________________________________
Address of Participating Employee______________________________________________
Witness' signature: I certify the signature of the Participating Employee
------------------------------
Director of the Company
We the undersigned hereby confirm your participation as a beneficiary pursuant
to the Agreement.
--------------------- ------------------------------------
Date The Trustee
16
17
Date:_______________
To
Income Tax Assessor
Tax Commissioner's Office
RE: NOTICE REGARDING ENTITLING ALLOTMENT IN ACCORDANCE WITH THE INCOME TAX
REGULATIONS (TAX RELIEF UPON ALLOTMENT OF SHARES TO EMPLOYEES) 1989 (THE
"REGULATIONS")
1. In accordance with section 3 of the Regulations, we hereby inform you
that ClickService Software Ltd. (hereinafter the "Company") has decided
to adopt a share option plan, in accordance with Section 102 of the
Income Tax Ordinance and in accordance with the Regulations, whereby
within its framework, employees of the Company will be allotted options
in an entitling allotment, in accordance with the Regulations.
2. The date of the allotment of options within the framework of this plan
shall not be prior to February ___, 2000 and not later than February
___, 2004.
3. B. A. Trustees shall become the Trustee for the fulfillment of this plan
(hereinafter the "Trustee"). The appointment of the Trustee has been
approved by the Tax Commissioner's Office in accordance with his
authority under Section 102 of the Ordinance.
4. A. In accordance with section 4(B) of the Regulations, the Company
hereby undertakes towards the Income Tax Assessor that if bonus shares
are allotted to an employee under the options allotted for him in the
framework of the entitling allotment, they shall be forwarded to the
Trustee as long as the Trustee holds for him options allotted for the
employee within the framework of the entitling allotment. The Trustee is
obligated to the Income Tax Assessor to apply the provisions of section
102 to the said bonus shares, as if the bonus shares were options
allotted to the employee in the framework of the entitling offer.
2nd. In accordance with section 4(B) of the Regulations, we confirm
that we hold a confirmation letter from the employee that he
agrees that the arrangement shall apply to him and that he
undertakes not to request a tax exemption under sections 95 or
97(A) of the Ordinance or under Chapter 7 Encouragement of
Industry (Taxes) Law 1969 for any transfer of shares prior to
the termination of the holding period.
5. Attached is an Instrument of Trust as required by section 3 Regulations.
6. The Trustee undertakes towards the Income Tax Assessor that he shall not
forward the options nor option certificates until after tax is paid
under section 102 of the Ordinance and in accordance with the
Regulations, or after the Trustee has forwarded to the Income Tax
Assessor 30% of the consideration for on the account for which tax
applies.
7. Upon an approval by the Income Tax Assessor regarding the rate of tax
required to be paid as a condition for the transfer of options (or
shares) for the employee submitted by the Company or the employee to the
Trustee, the Trustee shall transfer the options into shares for the
employee but only after the sum of tax determined in the Income Tax
Assessor's approval has been paid.
Yours sincerely,
17
18
B.Y.A.D Trustees Ltd. ClickService Software Ltd.
CC: Tax Commissioner's Office
Tax Deduction Assessor
APPENDIX TO THE ARRANGEMENT FOR ALLOTMENT OF OPTIONS TO EMPLOYEES
NOTICE REGARDING DEDUCTION AT SOURCE
Name of Trustee: B.Y.A.D Trustees Ltd.
Name of Company: ClickService Software Ltd.
Name of Employee: _______________
Date: __________________________
To
Tax Assessor
Income Tax Commissioner
___________________Street
_________________________
Dear Sir / Madam,
RE: DEDUCTION AT SOURCE
We hereby inform you that:
Options to ____________, in the name of the Trustee B.Y.A.D. Trustees Ltd. for
the employee ___________________, which were bought/granted/purchased on
________________, in an allotment which received approval on
____________________, sold on _________________ , to __________________________
in consideration for NIS _________________.
The tax deducted at source is __________________ (attached is authorization for
the reduced deduction).
The tax was paid on ___________________ at _________________.
Yours sincerely,
B.Y.A.D. Trustees Ltd.
CC: Tax Commissioner's Office.
18
