Exhibit 10.11
Attached hereto is an English translation of the original
Hebrew version of the Option Allotment Agreement between Organitech and ▇▇▇▇▇
Bar-On, dated May 29, 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/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, Chief Executive Officer
Date: April 12, 2002
OPTION ALLOTMENT AGREEMENT
Which was carried out and signed at Nesher on day 29 of the month of
May 2000
Between Organitech Ltd. (Hereafter: "The Company") the first party
Whose address is: Technion Science Park -Nesher POB 212 Nesher 36601
And between Mr. ▇▇▇▇▇ ▇▇▇▇▇ (Hereafter: "The Employee") the second party
Whose address is 5 Massada St. Givat ▇▇▇▇
Since The employee is hired by the company:
And since: In that the company in a Board Meeting of the ________
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 2,500 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 625 shares to the extent that he works for the
company at least up until the date of 1.8.2001;
An option to purchase 625 shares to the extent that he works for the
company at least up until the date of 1.8.2002;
An option to purchase 625 shares to the extent that he works for the
company at least up until the date of 1.8.2003;
An option to purchase 625 shares to the extent that he works for the
company at least up until the date of 1.8.2004;
(Hereafter: "The Option")
3. 3.1 The exercise of the option will be for the payment of U.S.$90 per
share.
3.2 This option may be exercised up until 1.1.2010, 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. The payment per share in 3.1 shall be adjusted
respectively.
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. 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.
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.
This paragraph will be valid only in a share sale deal according to a
company value of more than U.S.$10,000,000.
12. In a case of serious breaking of trust, or if in the context of his
work he is suspected of a serious felony, the employee's option will
expire.
In evidence, the parties come to sign:
signed signed
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The Employee The Company
