Exhibit (d)(12)
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NON QUALIFIED STOCK OPTION AGREEMENT
To: (Name)
WHEREAS You were granted on, or about, __________ (the "Date of
Grant"), certain options to purchase shares of ViryaNet
Ltd. (the "Company") pursuant to the terms and conditions
provided hereunder;
and
WHEREAS The Company has duly adopted the Company's 1998 Stock
Option and Incentive Plan, as amended (the "Plan"), which
is incorporated herein by reference.
NOW, THEREFORE, this Non Qualified Stock Option Agreement (the "Option
Agreement") hereby details all the terms and conditions of the options so
granted to you.
The Options granted to you are Options to purchase Ordinary Shares of the
Company, NIS 0.1 par value per share (the "Shares"). Each Option may be
exercised to purchase one Share. The Plan shall be effective as of April 1, 1998
until 31 March, 2005. An Option Agreement signed in the place provided at the
end hereof should be delivered to the Secretary of the Company no later than
fourteen days following delivery of this Option Agreement to you.
Unless otherwise defined herein, capitalized terms used herein shall have the
meaning ascribed to them in the Plan.
The decision to grant you the Options has been made as an integral part of the
Company's policy to employ and retain persons who are valuable to the Company
and to its subsidiaries, to encourage the sense of proprietorship as well as to
create an active interest in the development and financial success of the
Company and its subsidiaries.
The Options are Non Qualified Stock Options.
The Options are granted pursuant to the Plan and are in all respects governed by
the Plan and subject to all terms and conditions as detailed in the Plan. A copy
of the Plan is attached hereto as Appendix A. This Option Agreement highlights
certain elements of the Plan but in the event there is any inconsistency between
the provisions of this agreement and the Plan, the provisions of the Plan shall
prevail. Should you require any further assistance please do not hesitate to
contact Xx. Xxxxxxx Xxxxxxxxxx.
The Number of Options
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You are granted X,XXX Options to purchase up to X,XXX Shares.
The Exercise Price
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3.2 U.S. dollars per Share, which the Company determined to be the
Fair Market Value of a Share as of the Date of Grant.
Term and Exercise of The Option
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Subject to the provisions below, the Options shall be exercisable with
respect to Shares, in whole at any time or in part from time to time
for a period of seven (7) years from the Date of Grant. Subject to the
provisions below, the Options shall vest and become exercisable as
follows:
Number of Date First
Options Exercisable
XXX August 31, 1998
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XXX August 31, 1999
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XXX August 31, 2000
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XXX August 31, 2001
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provided that you shall have remained in the employ of the Company or one
or more of its subsidiaries for a period beginning with the Date of Grant
and ending on the Date First Exercisable with respect to such Shares
(subject to exceptions as provided in the Plan). In the event that
employee's employment terminates prior to the Date First Exercisable,
employee shall not receive a pro-rata number of Options for such
employment.
. You may exercise all or part of your Options by submitting a
written notice to the Company, which will become effective upon
its acceptance by the Secretary of the Company at its principal
office.
. The exercise notice must state the number of Shares to be
purchased and include a check drawn in favor of the Company in an
amount equal to the number of shares purchased multiplied by the
exercise price per Share.
. Except as provided below, Options may not be exercised after the
termination of your employment and must in any event be exercised
(if at all) within 7 years from the Date of Grant. For purposes of
this Agreement, (a) a transfer of your employment from the Company
to a subsidiary or vice versa, or from one subsidiary to another,
without an intervening period, shall not be deemed a termination
of employment, and (b) if you are granted in writing a leave of
absence, you shall be deemed to have remained in the employ of the
Company or a subsidiary during such leave of absence.
. If your employment is involuntarily terminated other than for
Cause (as determined by the Option Committee), all Options which
are otherwise exercisable may be exercised for 90 days after such
termination. If your employment terminates by reason of death or
Disability, all Options which are otherwise exercisable may be
exercised for one year after such termination.
Tax Consequences
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You will be liable for any tax consequences arising from the grant of
the Options or exercise thereof, or from the transfer, sale etc. of
such Options or Shares granted upon their exercise, as detailed in the
Plan.
The description herein or in the Plan does not purport to be a
complete or comprehensive analysis of the tax implications or
consequences of the Options grant hereunder and you are advised to
seek independent advice thereon.
You agree to notify the Secretary of the Company in the event the
shares acquired by you upon exercise of the Options are sold or
otherwise disposed of within one year from the date of exercise. If
and to the extent that U.K. income tax withholding may be required by
the Company or a subsidiary in respect of tax on income realized by
you upon or after exercise of the Options, or upon disposition of the
Shares acquired thereby, the Company or its subsidiary may withhold
such required amounts from your future paychecks or may require that
you deliver to the Company or its subsidiary the amounts to be
withheld.
Continuance of Employment
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The Plan and this Option Agreement shall neither confer upon you the
right nor impose any obligation on the Company or a subsidiary
thereof, to continue your employment or restrict the right of the
Company or a subsidiary thereof to terminate such employment at any
time.
Non-Transferability
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The Options shall not be transferable by you otherwise than by will or
by the laws of descent and distribution. During your lifetime the
Options shall be exercisable only by you.
This Option Agreement shall be effective as of ____________ and shall
be binding upon the heirs, executors and administrators of the parties
hereof.
Purchase of Investment
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The Employee hereby expressly agrees with the Company as follows:
The employee may be required by the Company, at the Company's
discretion, to give a representation in writing upon exercising
the Options, that he or she is acquiring the Shares for his or
her own account, for investment and not with a view to, or for
sale in connection with, the distribution of any part thereof.
The employee shall not dispose of any Options or Shares in
transactions which, in the opinion of counsel to the Company,
violate the U.S. Securities Act of 1933, as amended (the "1933
Act"), or the rules and regulations thereunder, or any applicable
state securities or "blue sky" laws, including the securities
laws of the State of Israel.
In any Options shall be registered under the 1933 Act, no public
offering (otherwise than on a national securities exchange, as
defined in the Securities Exchange Act of 1934, as amended) of
any Options or Shares shall be made by the employee (or any other
person) under such circumstances that he or she (or such other
person) may be deemed an underwriter, as defined in the 1933 Act.
The employee agrees that the Company shall have the authority to
endorse upon the certificate or certificates representing the
Options or Shares such legends referring to the foregoing
restrictions, and any other applicable restrictions, as it may
deem appropriate.
Confidentiality
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The employee undertakes to keep in strict confidence and not to
disclosure any of the terms and conditions of this Option Agreement to
any other employee of the Company or of any subsidiary of the Company or
to any other third party whatsoever, except for disclosures required by
law and then only to the extent so required.
The employee acknowledges and agrees that the confidentiality
undertaking is a principal obligation of this Option Agreement.
Very truly yours,
XXXXXX XXXXXXX
CEO
_____________
I, the undersigned (NAME) hereby declare that I have read this Option Agreement
and the Plan and agree to be bound by their provisions.
_____________
Appendix
