LUMENIS LTD. Adopted: January 30, 2007, As Amended May 31, 20122007 Share Incentive Plan • March 28th, 2013 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
In addition to the issuance of Awards under the relevant tax regimes in the United States of America and the State of Israel, the Plan contemplates issuances to Grantees in other jurisdictions with respect to which the Committee is empowered to make the requisite adjustments in the Plan and set forth the relevant conditions in the Company’s agreement with the Grantee in order to comply with the requirements of the tax regimes in any such jurisdictions.
Re: Request for Repayment Postponement and Amendment of Restructuring Agreement and Schedule 13.25Restructuring Agreement • March 28th, 2013 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
Reference is hereby made to that certain Restructuring Agreement dated September 29, 2006, as amended (the “Restructuring Agreement”), by and between Bank Hapoalim B.M. (the “Bank”) and Lumenis Ltd., a company incorporated under the laws of the State of Israel, registration number 52-004255-7 (the “Borrower”), and to Schedule 13.25 of the Restructuring Agreement entitled Financial Covenants, as amended (the “Financial Covenants Letter”). Terms and expressions defined in the Restructuring Agreement shall have the same meaning and construction when used in this letter. References to clauses mentioned herein respectively relate to the same clauses in the Restructuring Agreement. Reference is also made to that certain letter agreement between the Borrower and the Bank dated June 28, 2012 regarding payment postponement (“June Letter Agreement”).
CONSULTING AGREEMENTConsulting Agreement • March 28th, 2013 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
This Consulting Agreement (“Agreement”) is made as of June 13, 2012 between Lumenis Ltd., having a place of business at Yokneam Industrial Zone, Yokneam, Israel (“Lumenis” or the “Company”) and Amit Management and Consulting Ltd., an Israeli company with offices at Kfar Aviv 112, Israel (“Amit”).
To:Restructuring Agreement • March 28th, 2013 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
Reference is hereby made to that certain Restructuring Agreement dated September 29, 2006, as amended (the “Restructuring Agreement”), by and between Bank Hapoalim B.M. (the “Bank”) and Lumenis Ltd., a company incorporated under the laws of the State of Israel, registration number 52-004255-7 (the “Borrower”). Terms and expressions defined in the Restructuring Agreement shall have the same meaning and construction when used in this letter. References to clauses mentioned herein respectively relate to the same clauses in the Restructuring Agreement.
