Exhibit J
Date: 28th of December, 1999
Mr. Xxx Xxxxx and/or a corporation under his control, jointly and severally,
00 Xxxxxxx Xxxxxxxxx,
Xxx-Xxxx
Dear Sir/Madam,
Re: Call Option for the Purchase of shares in the "Tefron" Company:
Further to the contract executed between us today, December, 1999, with respect
to the shares of Macpel Industries Ltd., which holds on its part shares in
Tefron Ltd. (hereinafter - "Tefron"), we wish to put in writing the agreements
between us as follows:
1. We are holders of a call option for the purchase of 1,695,690 shares of
Xxxxxx, granted to us by Xxxxxx Anstalt Limited N.V. (hereinafter -
"the "Option" and "Tavriz", respectively), which is exercizable by
notice on our part not later than by 29.8.2000 (hereinafter - "the Last
Date for Giving Notice of Exercise of the Option"), in consideration of
the payment by 28.9.2000 (hereinafter - "the Last Date for the Exercise
of the Option") of 17.4 dollars per share of Tefron ("the Exercise
Price"). Our rights of the option are free, clear and released of any
third party right, and so shall be the Tefron shares to be purchased by
you if and insofar as you exercise your rights of the option as they
are hereinafter defined.
2. It is agreed between us to determine the "Terms of Exercise" to be
complied with, if the average daily closing rate of the Tefron share on
the New York Stock Exchange (NYSE), in the period between the 60th day
and the 30th day before the Last Date for Giving Notice of Exercise of
the Option, will be at least 14.5 dollars per share (hereinafter - "the
Terms of the Exercise").
3. Upon the fulfillment of the Terms of the Exercise, we shall transfer
and assign to you, one third (1/3) of the rights of the Option
(hereinafter - "Your rights of the Option") and you shall give notice
to Tavriz of the exercise of your rights of the Option and acquire the
Tefron Shares in respect thereof on the date of the exercise, in
consideration of the payment of the Price of the Exercise on the date
of the exercise. The said transfer and assignment will come into force
automatically upon the fulfillment of the Terms of the Exercise,
without the need of any notice and/or additional act on our part or of
any other party whatsoever. We shall, however, be entitled upon the
fulfillment of the Terms of the Exercise, if you do not exercise your
rights of the Option by the Last Date for the Exercise of the Option,
to force you to exercise your rights of the Option and acquire the
Tefron shares in respect thereof on the date of the Option, by payment
of the Price of the Exercise on the date of the exercise.
4. We shall be responsible to obtain, at our cost if so required, the
consent of the "Discount Group" (as it is defined in the Tefron
Shareholders Agreement dated 17th of December, 1997) to the transfer of
your Option rights in your name and ownership, if and insofar as such
consent is at all required.
5. Obviously, until the date of the expiry of the Option, any consent on
our part to any modification on our part and/or amendment and/or
updating and/or revocation of the Option requires your prior consent in
writing.
Kindly confirm that you agree to the conditions of this letter by your signing
at the bottom hereof.
(-) (-)
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Zigi Xxxxxxxxxx Xxxx Xxxxxxx
I confirm and agree to the aforesaid:
(-)
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Xxx Xxxxx and/or
a corporation under his control
