Exhibit (d)(7)
Company Copy __________
Optionee Copy __________
SHARE OPTION AGREEMENT
(Section 102 to the Income Tax Ordinance)
Made and entered as of the ___ day of ______, 2001
By and between
NUR Macroprinters Ltd.
(previously, NUR Advanced Technologies Ltd.)
ID # 00-000000-0, of
12 Abbba Hilel Silver, LOD
(the "Company")
of the first part
and
Mr./Ms.___________________
ID # _________, of
___________ St.
(the "Optionee")
of the second part
PREAMBLE
Whereas The Company has adopted it's______ Stock Option Plan, as amended,
a copy of which is attached hereto as Appendix A (the "Plan"); and
Whereas The Company has determined that the Optionee be granted under the
Plan options exercisable into Ordinary Shares NIS1.0 par value of
the Company ("Shares"); and
Whereas the Optionee has elected to have options, in a number as set forth
in Appendix B, granted to him under the 102 Plan, as defined in
the Plan, all subject to the terms and conditions hereinafter
provided (the "Options").
NOW, THEREFORE, it is agreed as follows:
1. Interpretation
1.1 The Preamble and the Appendices to this Agreement constitute an
integral part hereof.
1.2 Unless otherwise defined herein, capitalized terms used herein shall
have the meaning ascribed to them in the Plan.
2. Grant of Option
2.1 The Company hereby grants the Optionee the Options exercisable into up
to the number of Shares as set forth in Appendix B (the "Option
Shares") against payment of an exercise price per Share as set forth in
such Appendix B (the "Exercise Price"), on the terms and subject to the
conditions hereinafter provided.
The Exercise Price will be paid in NIS, in accordance with the
representative rate of exchange of the U.S. dollar published by the
Bank of Israel and known on the date of giving the notice of exercise
(as set forth in Section 5.1 hereinafter).
2.2 The Optionee is aware that the Company intends to issue additional
Shares or other securities convertible into Shares, in the future to
various entities and individuals, as the Company in its sole discretion
shall determine.
3. Period of Option and Conditions for Exercise
3.1 The term of this Agreement shall commence on the date hereof (the "Date
of Grant") and terminate at the Expiration Date (as defined in Section
6 below), or at the time at which the Option is completely terminated
pursuant to the terms of the Plan or pursuant to this Agreement.
3.2 The Options may be exercised by the Optionee in whole at any time or in
part from time to time, as determined by the Board of Directors of the
Company (the "Board"), and to the extent that the Options become vested
and exercisable, prior to the Expiration Date, and provided that,
subject to the provisions of Section 3.4 below, the Optionee is an
employee of the Company or any of its subsidiaries, at all times during
the period beginning with the granting of the Option and ending upon
the date of exercise.
3.3 Subject to the provisions of Section 3.4 below, in the event of
termination of the Optionee's employment with the Company or any of its
subsidiaries, all Options granted to him will immediately be expired. A
notice of termination of employment by either the Company or the
Optionee shall be deemed to constitute termination of employment.
3.4 Notwithstanding anything to the contrary hereinabove, an Option may be
exercised within an additional period after the date of termination of
Optionee's employment with the Company or any subsidiary of the
Company, but only with respect to the number of Options already vested
at the time of such termination, as set forth in Section 4 below, and
provided such period shall not exceed the period during which the
Options by their terms would otherwise have been exercisable, if: (i)
prior to the date of such termination, the Board shall authorize an
extension of the terms of all or part of the Options beyond the date of
such termination, (ii) termination is without Cause (as defined below),
in which event any Options still in force and unexpired may be
exercised within a period of three (3) months from the date of such
termination, but only with respect to the number of Option Shares
purchasable at the time of such termination, according to the vesting
periods of the Options, (iii) termination is the result of death or
disability of the Optionee, in which event the vested Options may be
exercised within a period of 12 (twelve) months from the date of
termination. The term "Cause" shall mean any action, omission or state
of affairs related to the Optionee, which the Board or the Board
decides, in its sole discretion, is against the interests of the
Company.
3.5 The Options may be exercised only to purchase whole Shares, and in no
case may a fraction of a Share be purchased. If any fractional Shares
would be deliverable upon exercise, such fraction shall be rounded up
one-half or more, or otherwise rounded down, to the nearest whole
number.
4. Vesting
Subject to the requirements as to the number of Option Shares for which
an Options are exercisable, Options shall vest (i.e., Options shall
become exercisable) at the dates set forth in Appendix B.
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5. Method of Exercise
5.1 Subject to the provisions of Section 6(f) to the Plan, Options shall be
exercised by the Optionee by giving written notice to the Company, in
such form and method as may be determined by the Company and the
Trustee (the "Exercise Notice"), together with payment of the Exercise
Price due for the exercised Option Shares, which exercise shall be
effective upon receipt of such notice by the Company at its principal
office. The notice shall specify the number of Option Shares with
respect to which the Option is being exercised.
5.2 The Option Shares shall immediately be issued to the Trustee and be
held by the Trustee in accordance with the provisions of the Plan. The
Trustee shall not transfer any Options to the Optionee prior to
exercise of the Options into Option Shares. Subject to the provisions
of the Plan and applicable law, the Trustee will transfer the Shares to
the Optionee upon demand. If any law or regulation requires the Company
to take any action with respect to the Shares so demanded before the
issuance thereof, then the date of their issuance shall be extended for
the period necessary to take such action. The Optionee hereby
authorizes the Trustee to sign an agreement with the Company whereby
Option Shares will not be transferred without deduction of taxes at
source. The Optionee hereby undertakes to exempt the Trustee from any
liability in respect of any action or decision duly taken and bona fide
executed in relation with the Option Plan, or any Option or Share
granted to him thereunder.
6. Termination of the Options
6.1 Except as otherwise stated in this Agreement, the Options, to the
extent not previously exercised, shall terminate forthwith upon the
earlier of: (i) the date set forth in Appendix B; or (ii) the
expiration of any extended period in any of the events set forth in
Section 3.4 above (and such earlier date shall be hereinafter referred
to as the "Expiration Date").
6.2 Without derogating from the above, the Board may, with the prior
written consent of the Optionee, from time to time cancel all or any
portion of the Options then subject to exercise, and the Company's
obligation in respect of such Options may be discharged by (i) payment
to the Optionee of an amount in cash equal to the excess, if any, of
the fair market value of the Option Shares pertaining to such canceled
Options, at the date of such cancellation, over the aggregate purchase
price of such Option Shares, (ii) the issuance or transfer to the
Optionee of Shares, or other securities of the Company, with a fair
market value at the date of such transfer equal to any such excess, or
(iii) a combination of cash and Shares (or other securities) with a
combined value equal to any such excess, all determined by the Board in
its sole discretion.
7. Adjustments
7.1 If the Company is separated, reorganized, merged, consolidated or
amalgamated with or into another corporation while unexercised Options
remain outstanding under the Plan, there shall be substituted for the
Option Shares subject to the unexercised portions of such outstanding
Options an appropriate number of shares of each class of shares or
other securities of the separated, reorganized, merged, consolidated or
amalgamated corporation which were distributed to the shareholders of
the Company in respect of such Option Shares, and appropriate
adjustments shall be made in the Exercise Price to reflect such action.
However, subject to any applicable law, in the event the successor
corporation does not agree to assume the award as aforesaid, the
Vesting Period, as set forth in section 4 above, shall be accelerated
so that any unexercisable or unvested portion of the outstanding
Options shall be immediately exercisable and vested in full as of the
date ten (10) days prior to the date of the change in control.
7.2 If the Company is liquidated or dissolved while unexercised Options
remain outstanding, then all such outstanding Options may be exercised
in full by the Optionee as of the effective date of any such
liquidation or dissolution of the Company without regard to the vesting
provisions hereof, by the Optionee giving notice in writing to the
Company of his/her intention to so exercise.
7.3 If the outstanding shares of the Company shall at any time be changed
or exchanged by declaration of a stock dividend, stock split,
combination or exchange of shares, re-capitalization, or any other like
event by
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or of the Company, and as often as the same shall occur, then the
number, class and kind of Shares subject to the Option therefore
granted, and the Exercise Price, shall be appropriately and equitably
adjusted so as to maintain the proportionate number of Shares without
changing the aggregate Exercise Price; provided, however, that no
adjustment shall be made by reason of the distribution of subscription
rights on outstanding stock, all as will be determined by the Board
who's determination shall be final.
8. Rights Prior to Exercise of Options and Limitations after Purchase of
Option Shares
8.1 Subject to the provisions of Section 8.2 below, the Optionee shall not
have any of the rights or privileges of shareholders of the Company in
respect of any Option Shares purchasable upon the exercise of any part
of an Option until registration in the Company's register of members of
the Optionee as holder of such Option Shares.
8.2 With respect to all Option Shares (in contrary to unexercised Options)
issued upon the exercise of Options purchased by the Optionee and held
by the Trustee, the Optionee shall be entitled to receive dividends in
accordance with the quantity of such Option Shares, and subject to any
applicable taxation on distribution of dividends. During the period in
which Option Shares issued to the Trustee on behalf of a Optionee are
held by the Trustee, the cash dividends paid with respect thereto shall
be paid directly to the Optionee.
8.3 No Option purchasable hereunder, whether fully paid or not, shall be
assignable, transferable or given as collateral or any right with
respect to them given to any third party whatsoever, and during the
lifetime of the Optionee each and all of the Optionee's rights to
purchase Option Shares hereunder shall be exercisable only by the
Optionee. As long as the Option Shares are held by the Trustee in favor
of the Optionee, then all rights the last possesses over the Option
Shares are personal, can not be transferred, assigned, pledged or
mortgaged, other than by will or laws of descent and distribution. Any
such action made directly or oblique, for an immediate validation or
for a future one, shall be void.
8.4 The Optionee shall not dispose of any Option Shares in transactions
which violate, in the opinion of the Company, any applicable rules and
regulations.
9. Governmental Regulations
9.1 The Plan, and the granting and exercise of the Options thereunder, and
the Company's obligation to sell and deliver the Option Shares or cash
under the Options, are subject to all applicable laws, rules and
regulations, whether of the State of Israel, or of the United States of
America, or of any other country or state having jurisdiction over the
Company and the Optionee, including the registration of the Option
Shares under the United States Securities Act of 1933, and to such
approvals by any governmental agencies or national securities exchanges
as may required.
9.2 Agreement to Purchase for Investment. Certain of the Shares represented
by the Options granted hereunder are subject to registration and
prospectus requirements of the United States Securities Act of 1933, as
amended ("Unregistered Shares"). By acceptance of these Options, the
Grantee agrees that a purchase of Unregistered Shares under such
Options will not be made with a view to their distribution, as that
term is used in the aforesaid Act, unless in the opinion of counsel to
Nur such distribution is in compliance with or exempt from the said
registration and prospectus requirements, and the Grantee agrees, if
required by the Board or by Nur at the time of exercise, to sign a
certificate to such effect at the time or times he exercises the
Options in respect of Unregistered Shares. The Grantee further
acknowledges and understands that the Unregistered Shares purchased
upon exercise of these Options must be held indefinitely unless they
are subsequently registered under the United States Securities Act or
an exemption from such registration is available. The Grantee
understands that the certificate evidencing the Unregistered Shares
will be imprinted with a legend in substantially the following form:
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"The Shares represented by this Certificate have not been registered
under the United States Securities Act of 1933. The Shares have been
acquired for investment and may not be sold, transferred or assigned in
the absence of an effective registration statement for these Shares
under the United States Securities Act of 1933, or an opinion of Nur
Macroprinters Ltd's counsel, that registration is not required under
the said Act."
10. Continuance of Employment
Nothing in this Agreement shall be construed to impose any obligation
on the Company or a subsidiary thereof to continue the Optionee's
employment with it, to confer upon the Optionee any right to continue
in the employ of the Company or a subsidiary thereof, or to restrict
the right of the Company or a subsidiary thereof to terminate such
employment at any time.
11. Tax Consequences
Any tax consequences arising from the grant or exercise of any Option,
from the payment for Option Shares covered thereby or from any other
event or act (of the Company, the Trustee or the Optionee), hereunder,
shall be borne solely by the Optionee. The Company and/or the Trustee
shall withhold taxes according to the requirements under the applicable
laws, rules, and regulations, including the withholding of taxes at
source. Furthermore, the Optionee shall agree to indemnify the Company
and 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.
The Board and/or the Trustee shall not be required to release any Share
certificate to an Optionee until all required payments have been fully
made.
12. Provisions of the Plan
The Options provided for herein are granted pursuant to the Plan, and
said Options and this Agreement are in all respects governed by the
Plan and subject to all of the terms and provisions whether such terms
and provisions are incorporated in this Agreement solely by reference
or are expressly cited herein.
Any interpretation of this agreement will be made in accordance with
the Plan but in the event there is any contradiction between the
provisions of this Agreement and the Plan, the provisions of this
Agreement will prevail.
13. Miscellaneous
13.1 This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Israel applicable to contracts
made and to be performed therein, without giving effect to the
principles of conflict of laws. The competent courts of the District of
Tel-Aviv, Israel shall have sole jurisdiction in any matters pertaining
to this Agreement.
13.2 The failure of the any party to enforce at any time any provisions of
this Option Agreement shall in no way be construed to be a waiver of
such provision or of any other provision hereof.
13.3 This Agreement shall be binding upon the heirs, executors,
administrators, and successors of the parties hereof.
13.4 Any notice required or permitted under this Option Agreement shall be
deemed to have been duly given if delivered, faxed or mailed, if
delivered by certified or registered mail or return receipt requested,
either to the Optionee at his or her address set forth above or such
other address as he or she may designate in writing
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to the Company, or to the Company at the address set forth above or
such other address as the Company may designate in writing to the
Optionee, within one week.
13.5 This Agreement exclusively concludes all the terms of the Optionee's
rights to the Options, and annuls and supersedes any other agreement,
arrangement or understanding, whether oral or in writing, relating to
the grant of the Options to the Optionee. Any change of any kind to
this Agreement will be valid only if made in writing and signed by both
the Optionee and the Company's authorized member and has received the
approval of the Board.
IN WITNESS WHEREOF, the Company executed this Option Agreement in duplicate on
the day and year first above written.
______________________
NUR Macroprinters Ltd.
By: __________________
The undersigned hereby accepts, and agrees to, all terms and provisions of the
foregoing Agreement.
_____________________
The Optionee
Name: _______________
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Appendix A
NUR Macroprinters Ltd.
_______ Stock Option Plan
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Appendix B
Terms of the Option
1. Name of the Optionee:
_________________________________________________
2. Number of Options granted:
_________________________________________________
3. Expiration Date:
_________________________________________________
4. Date of Grant:
_________________________________________________
5. Vesting schedule
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Number of Options Vesting Date Exercise Price
-------------------------------------------------------------------------------------------------------
12 months from the Date of Grant
-------------------------------------------------------------------------------------------------------
22 months from the Date of Grant
-------------------------------------------------------------------------------------------------------
36 months from the Date of Grant
-------------------------------------------------------------------------------------------------------
NUR Macroprinters Ltd. Optionee:
BY: Signature:
---------------------- ----------------
Title: Printed Name:
------------------- -------------
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