Clicksoftware Technologies 6K Current report

the term of the First Option RSU shall be ten seven (107) years.;

the exercise price per Share RSU shall be 100% of the Fair Market Value per Share on the date of grant of the First Optionequal to the nominal value of each Share underlying the RSU.;

the FirstOption Grant shall vest on the first anniversary of the date of grant, provided that the Grantee continues to serve as a director on such date; and

(iv)

each Subsequent Grant shall vest as to 25% of the Shares subject to the First Option on each anniversaryin twelve (12) equal monthly installments as of its date of grant , provided that the Optionee Grantee continues to serve as a director on such date.

(d)

The terms of each Subsequent Option granted pursuant to this Section shall be as follows:

the term of the Subsequent Option shall be ten (10) years.

the exercise price per Share shall be 100% of the Fair Market Value per Share on the date of grant of the Subsequent Option.

the Subsequent Option shall vest as to 100% of the Shares subject to the Subsequent Option on the anniversary of its date of grant provided that the Optionee continues to serve as a director on such date.

For the purpose of this Section 3.6 an “Outside Director” shall mean the Company’s external directors and all other directors other than employees or consultants of the cCompany or any subsidiary.

4.	DESIGNATION OF PARTICIPANTS

4.1

The persons eligible for participation in the ISOPISIP as Optionees shall include any Employees and Non-Employees of the Company or of any Affiliate; provided, however, that (i) Employees may only be granted 102 Options; (ii) Non-Employees may only be granted 3(i) Options; and (iii) Controlling Shareholders may only be granted 3(i) Options.

4.2

The grant of an Option hereunder shall neither entitle the Optionee to participate nor disqualify the Optionee from participating in, any other grant of Options pursuant to the ISOPISIP or any other option or share plan of the Company or any of its Affiliates.

4.3

Anything in the ISOPISIP to the contrary notwithstanding, all grants of Options to directors and office holders shall be authorized and implemented in accordance with the provisions of the Companies Law or any successor act or regulation, as in effect from time to time.

5.	DESIGNATION OF OPTIONS PURSUANT TO SECTION 102

5.1

The Company may designate Options granted to Employees pursuant to Section 102 as Unapproved 102 Options or Approved 102 Options.

5.2

The grant of Approved 102 Options shall be conditioned upon the approval of this ISOPISIP by the ITA as required by Section 102.

5.3

Approved 102 Options may either be classified as Capital Gain Options (“CGOs”) or Ordinary Income Options (“OIOs”).

5.4

Approved 102 Options elected and designated by the Company to qualify under the capital gain tax treatment in accordance with the provisions of Section 102(b)(2) shall be referred to herein as CGOs.

5.5

Approved 102 Options elected and designated by the Company to qualify under the ordinary income tax treatment in accordance with the provisions of Section 102(b)(1) shall be referred to herein as OIOs.

5.6

The Company’s election to designate Approved 102 Options as CGOs or OIOs (the “Election”), shall be appropriately filed with the ITA before the Date of Grant of an Approved 102 Option. Such Election shall become effective beginning the first Date of Grant of an Approved 102 Option under this ISOPISIP and shall remain in effect until the end of the year following the year during which the Company first granted Approved 102 Options. The Election shall obligate the Company to grant only the type of Approved 102 Option it has elected, and shall apply to all Optionees who were granted Approved 102 Options during the period indicated herein, all in accordance with the provisions of Section 102(g) of the Ordinance. For the avoidance of doubt, such Election shall not prevent the Company from granting Unapproved 102 Options simultaneously.

5.7

All Approved 102 Options must be held in trust by a Trustee, as described in Section 6 below.

5.8

The designation of Unapproved 102 Options and Approved 102 Options shall be subject to the terms and conditions set forth in Section 102 of the Ordinance and the regulations promulgated thereunder.

5.9

With regards to Approved 102 Options, the provisions of the ISOPISIP and the Option Agreement shall be subject to the provisions of Section 102 and the Tax Assessing Officer’s permit, and the said provisions and permit shall be deemed an integral part of the ISOPISIP and of the Option Agreement. Any provision of Section 102 or the said permit which is necessary in order to receive or to keep any tax benefit pursuant to Section 102, which is not expressly specified in the ISOPISIP or the Option Agreement, shall be considered binding upon the Company and the Optionees.

TRUSTEE

6.1

Approved 102 Options which shall be granted under the ISOPISIP, Shares allocated or issued upon exercise of such Approved 102 Options, and any rights distributed with respect to Approved 102 Options or such Shares, including without limitation bonus shares, shall be allocated or issued to the Trustee and held for the benefit of the Optionees for such period of time as required by Section 102 or any regulations, rules or orders or procedures promulgated thereunder (the “Holding Period”). In the case the requirements for Approved 102 Options are not met, then the Approved 102 Options may be treated as Unapproved 102 Options, all in accordance with the provisions of Section 102 and regulations promulgated thereunder.

6.2

Notwithstanding anything to the contrary, the Trustee shall not release any Shares allocated or issued upon exercise of Approved 102 Options prior to the full payment of the Optionee’s tax liabilities arising from Approved 102 Options which were granted to him and any Shares allocated or issued upon exercise of such Options.

6.3

With respect to any Approved 102 Option, subject to the provisions of Section 102 and any rules or regulation or orders or procedures promulgated thereunder, an Optionee shall not be entitled to sell or release from trust any Share received upon the exercise of an Approved 102 Option or any share received subsequently following any realization of any rights distributed, including without limitation, bonus shares, until the lapse of the Holding Period required under Section 102 of the Ordinance. Notwithstanding the above, if any such sale or release occurs during the Holding Period, the sanctions under Section 102 of the Ordinance and under any rules or regulation or orders or procedures promulgated thereunder shall apply to and shall be borne by such Optionee.

6.4

Upon receipt of Approved 102 Option, the Optionee will sign an undertaking to release the Trustee from any liability in respect of any action or decision duly taken and bona fide executed in relation with the ISOPISIP, or any Approved 102 Option or Share granted to him thereunder.

7.	SHARES AVAILABLE FOR ISSUANCE UNDER THEISOPISIP; RESTRICTION THEREON

7.1

The maximum aggregate number of Shares that may be subject to option and sold under the ISOPISIP and the Company’s Amended and Restated 2000 Share Option Plan (the “2000 Plan” and, together, the “Equity Plans”), is 3,000,000 Shares (the “Common Reserve”), subject to (a) adjustment as set forth in Section 9 below and (b) increase pursuant to Section 3 of the 2000 Plan. To the extent options or other awards covering Shares have been or are issued under any Equity Plan, the Common Reserve shall be appropriately reduced by the number of Shares subject to such awards. The Shares may be authorized but unissued, or reacquired. The number of Shares that are subject to Options or other rights outstanding at any time under the ISOPISIP shall not exceed the number of Shares that then remain available for issuance under the Equity Plans. The Company, during the term of the ISOPISIP, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the ISOPISIP.

7.2

In the event that any outstanding Option or other right for any reason expires or is canceled or otherwise terminated, the Shares allocable to the unexercised portion of such Option or other right shall again be available for the purposes of the Equity Plans (unless any such Equity Plan has terminated) and shall be added back to the Common Reserve. In the event that Shares issued under the ISOPISIP are reacquired by the Company pursuant to any forfeiture provision, right of repurchase or right of first refusal, such Shares shall again be available for the purposes of the Equity Plans and shall be returned to the Common Reserve, except that the aggregate number of Shares which may be issued upon the exercise of Options shall in no event exceed 3,000,000 (subject to adjustment pursuant to Section 9 below and Section 3 of the 2000 Plan).

7.3

Each Option granted pursuant to the ISOPISIP shall be evidenced by a written Option Agreement between the Company and the Optionee, in such form as the Board or the Committee shall from time to time approve. Each Option Agreement shall state, among other matters, the number of Shares to which the Option relates, the type of Option granted thereunder (whether a CGO, OIO, Unapproved 102 Option or a 3(i) Option), the Vesting Dates, the Exercise Price per Share, the Expiration Date and such other terms and conditions as the Committee or the Board in its discretion may prescribe, provided that they are consistent with this ISOPISIP.

8.	EXERCISE PRICE

8.1

The Exercise Price of each Share subject to an Option shall be determined by the Board in its sole and absolute discretion in accordance with applicable law, subject to any guidelines as may be determined by the Committee from time to time. Each Option Agreement will contain the Exercise Price determined for each Optionee.

8.2

The Exercise Price shall be payable upon the exercise of an Option in the following acceptable forms of payment:

cash, check or wire transfer;

or at the discretion of the Board, through delivery of Shares (including other Shares subject to the Options being exercised) having a Fair Market Value equal as of the date of exercise to the Exercise Price of the Shares purchased and acquired upon exercise of the Option, or through a different form of cashless exercise program through a third party broker as approved by the Board;

at the discretion of the Board, any combination of the methods of payment permitted by any paragraph of this Section 8.2.

8.3

The Exercise Price shall be denominated in the currency of the primary economic environment of either the Company or the Optionee (that is, the functional currency of the Company or the currency in which the Optionee is paid) as determined by the Company.

9.	ADJUSTMENTS

Upon the occurrence of any of the following described events, Optionee's rights to purchase Shares under the ISOPISIP shall be adjusted as hereafter provided:

9.1

In the event of a Transaction, the unexercised Options then outstanding under the ISOPISIP shall be assumed or substituted for options to purchase an appropriate number of shares of each class of shares or other securities of the Successor Company (or a parent or subsidiary of the Successor Company) as were distributed to the shareholders of the Company in connection and with respect to the Transaction. In the case of such assumption or substitution of Options, appropriate adjustments shall be made to the Exercise Price and the number of Options, so as to reflect such action and the vesting schedule and Expiration Date set forth in the Option Agreements shall remain unchanged unless otherwise determined by the Committee or the Board, in their sole discretion.

9.2

In the event that the Successor Company (or parent or subsidiary of the Successor Company) refuses to assume or substitute for the Options, the holders of unexercised Options shall fully vest in and have the right to exercise the Options as to all of the optioned Shares, including Shares as to which it would not otherwise be vested or exercisable. If an Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a Transaction, the Company shall notify the Optionee in writing or electronically that the Option shall be fully exercisable for a period of fifteen (15) days from the date of such notice, and the Option shall terminate upon the expiration of such period.

With respect to Options granted to an Outside Director pursuant to Section 3.6 that are assumed or substituted for, if following such assumption or substitution the Optionee's status as a director of the Company or a director of the Successor Company, as applicable, is terminated other than upon a voluntary resignation by the Optionee, then the Optionee shall fully vest in and have the right to exercise the Option as to all of the optioned Shares, including Shares as to which it would not otherwise be vested or exercisable.

9.3

For the purposes of section 9.1 above, an Option shall be considered assumed or substituted if, following the Transaction, the Option confers the right to purchase or receive, for each Share underlying an Option immediately prior to the Transaction, the consideration (whether shares, options, cash, or other securities or property) received in the Transaction by holders of shares held on the effective date of the Transaction (and if such holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the Transaction is not solely ordinary shares (or their equivalent) of the Successor Company or its parent or subsidiary, the Committee may, with the consent of the Successor Company, provide for the consideration to be received upon the exercise of the Option to be solely ordinary shares (or their equivalent) of the Successor Company or its parent or subsidiary equal in Fair Market Value to the per Share consideration received by holders of a majority of the outstanding shares in the Transaction; and provided further that the Committee may determine, in its discretion, that in lieu of such assumption or substitution of Options for options of the Successor Company or its parent or subsidiary, such Options will be substituted for any other type of asset or property including cash which is fair under the circumstances.

9.4

In the event of the proposed dissolution or liquidation of the Company, the Company shall notify each holder of unexercised Options as soon as practicable prior to the effective date of such proposed transaction. The Company in its discretion may provide for a holder of unexercised Options to have the right to exercise his or her Option until fifteen (15) days prior to such transaction as to all of the optioned Shares, including Shares as to which the Option would not otherwise be exercisable. To the extent it has not been previously exercised, an Option will terminate immediately prior to the consummation of such proposed action.

9.5

If the outstanding shares of the Company shall at any time be changed or exchanged by declaration of a share dividend (bonus shares), share split, combination or exchange of shares, recapitalization, or any other like event by or of the Company, and as often as the same shall occur, then the number, class and kind of the Shares subject to the ISOPISIP or subject to any Options 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 (rights offering) on outstanding shares. Upon happening of any of the foregoing, the class and aggregate number of Shares issuable pursuant to the ISOPISIP (as set forth in Section 7 hereof), in respect of which Options have not yet been exercised, shall be appropriately adjusted, all as will be determined by the Board whose determination shall be final.

10.	TERM AND EXERCISE OF OPTIONS

10.1

Options shall be exercised by the Optionee by giving written notice to the Company and to any third party designated by the Company (the “Representative”), in such form and method as may be determined by the Company and when applicable, by the Trustee in accordance with the requirements of Section 102, which exercise shall be effective upon receipt of such notice by the Company and/or the Representative and the payment of the Exercise Price at the Company’s or the Representative’s principal office. The notice shall specify the number of Shares with respect to which the Option is being exercised.

10.2

Options, to the extent not previously exercised, shall terminate forthwith upon the earlier of: (i) the date set forth in the Option Agreement; and (ii) the expiration of any extended period in any of the events set forth in section 10.4 below.

10.3

The Options may be exercised by the Optionee in whole at any time or in part from time to time, to the extent that the Options become vested and exercisable, prior to the Expiration Date, and provided that, subject to the provisions of section 10.4 below, the Optionee is employed by or providing services to the Company or any of its Affiliates, at all times during the period beginning with the granting of the Option and ending upon the date of exercise.

10.4

Unless otherwise determined in the Optionee’s Option Agreement, all Options shall terminate upon termination of employment or service by an Optionee with the Company or its Affiliates. Notwithstanding the foregoing, an Option may be exercised after the date of termination of Optionee's employment or service with the Company or any Affiliates for an additional period of time beyond the date of such termination, but only with respect to the number of Vested Options at the time of such termination, if:

termination is without Cause, in which event any Vested Option still in force and unexpired may be exercised within a period of ninety (90) days after the date of such termination; or-

termination is the result of death or disability of the Optionee, in which event any Vested Option still in force and unexpired may be exercised within a period of twelve (12) months after the date of such termination; or -