EXHIBIT 10.6(F)
CEO SHARE OPTION PLAN (1999)
A. NAME AND PURPOSE
1. Name: This plan, as amended from time to time, shall be known as the
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Accent Software International Ltd. CEO Share Option Plan (1999) (the "Plan").
1 2. Purpose: The purpose and intent of the Plan is to provide incentives
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to the CEO of Accent Software International Ltd. (the "Company") or of any
parent corporation or subsidiary corporation of the Company (each as defined in
Section 424 of the Internal Revenue Code of 1986, as amended (the "Code"))
("Affiliates") now existing or subsequently formed or acquired by providing him
with opportunities to purchase shares in the Company, pursuant to the Plan that
was approved by the Board of Directors of the Company.
B. GENERAL TERMS AND CONDITIONS OF THE PLAN
3. Administration:
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3.1 The Plan will be administered by a Share Option Committee (the
"Committee"), which will consist of such number of Directors of the Company (not
less than two (2) in number), as may be fixed from time to time by the Board of
Directors of the Company. The Board of Directors shall appoint the members of
the Committee, may from time to time remove members from, or add members to, the
Committee and shall fill vacancies in the Committee however caused. All members
of the Committee shall be disinterested persons within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
3.2 The Committee shall select one of its members as its Chairman and
shall hold its meetings at such times and places as it shall determine. Actions
at a meeting of the Committee at which a majority of its members are present or
acts reduced to or approved in writing by all members of the Committee, shall be
the valid acts of the Committee. The Committee may appoint a Secretary, who
shall keep records of its meetings and shall make such rules and regulations for
the conduct of its business as it shall deem advisable.
3.3 Subject to the general terms and conditions of this Plan, the
Committee shall have full authority in its discretion, from time to time and at
any time, to determine (i) the persons to whom Option Awards (as hereinafter
defined) shall be granted ("Grantees"), (ii) the number of shares to be covered
by each Option Award, (iii) the time or times at which the same shall be
granted, (iv) the schedule and conditions on which such Option Awards may be
exercised and on which such shares shall be paid for, and/or (v) any other
matter which is necessary or desirable for, or incidental to, the administration
of the Plan. In determining the number of shares covered by the Option Awards
to be granted to each Grantee, the Committee shall consider, among other things,
the Grantee's salary and the duration of the Grantee's employment by the
Company.
3.4 The Committee may from time to time adopt such rules and regulations
for carrying out the Plan as it may deem best. No member of the Board of
Directors or of the Committee shall be liable for any action or determination
made in good faith with respect to the Plan or any Option Award granted
thereunder.
3.5 The interpretation and construction by the Committee of any provision
of the Plan or of any Option Award thereunder shall be final and conclusive
unless otherwise determined by the Board of Directors.
4. Eligible Grantees:
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4.1 No Option Award may be granted pursuant to this Plan to any person
serving as a member of the Committee at the time of the grant.
4.2 Subject to this limitation and any restriction imposed by applicable
law, Option Awards may be granted to any Chief Executive Officer of the Company
or an Affiliate, whether or not a Director of the Company or Affiliate ("CEO").
The grant of an Option Award to a Grantee hereunder, shall neither entitle such
Grantee to participate, nor disqualify him from participating, in any other
grant of options pursuant to this Plan or any other share incentive or share
option plan of the Company or any of its subsidiaries.
5. Trustee: The Option Awards and/or shares in the Company which will be
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issued upon the exercise of the Option Awards may be held in trust, by a trustee
(the "Trustee"). The Trustee shall hold the same pursuant to the Company's
instructions from time to time. The Trustee shall not use the voting rights
vested in such shares and shall not exercise such rights in any way whatsoever,
except in cases when, at its discretion and after consulting with the Committee,
the Trustee believes that the said rights should be exercised for the protection
of the Grantees as a minority among the Company's shareholders.
6. Reserved Shares: The Company has reserved 2,000,000 authorized but
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unissued Ordinary Shares (nominal value NIS 0.01 per share) of the Company for
purposes of the Plan, subject to adjustment as provided in paragraph 11 hereof.
Any shares under the Plan, in respect of which the right hereunder of a Grantee
to purchase the same shall for any reason terminate, expire or otherwise cease
to exist, shall again be available for grant through Option Awards under the
Plan.
7. Option Awards:
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7.1 The Committee in its discretion may award to Grantees options to
purchase shares in the Company available under the Plan ("Option Awards"). The
Plan is intended to be a Section 102 Employee Option Plan within the meaning of
the Israel Income Tax Ordinance (New Version). The Option Awards granted under
the Plan are intended to be either incentive share options ("Incentive Options")
within the meaning of Section 422 of the Code, or options ("Non-Qualified
Options"). The Company makes no warranty, however, as to the qualification of
any Option Award as an Incentive Option. Option Awards may be granted at any
time after this Plan has been approved by the Board of Directors of the Company
(or prior to this Plan being so approved, provided that the grant of such Option
Awards is made subject to such approval) and the shares reserved for the Plan
effectively created. The date of grant of each Option Award shall be the date
specified by the Committee at the time such award is made.
7.2 The instrument granting an Option Award shall state, inter alia, the
number of shares covered thereby, the dates when it may be exercised (subject to
Section 9.1), the option price, the schedule on which such shares may be paid
for and such other terms and conditions as the Committee at its discretion may
prescribe, provided that they are consistent with this Plan.
8. Option Prices:
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8.1 The price per share covered by each Option Award shall be 100% of the
fair market value of each share as determined by the Committee on the date of
grant, or such other percentage as determined by the Committee; provided,
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however, that in the case of an Incentive Option granted to a CEO who, at the
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time such Incentive Option is granted, owns shares possessing more than ten
percent (10%) of the total combined voting power of all classes of shares of the
Company or any subsidiary corporation or parent corporation, the purchase price
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each share shall be not less than one hundred ten percent (110%) of the fair
market value per share at the date the Option Award is granted. In determining
the share ownership of a CEO for any purpose under the Plan, the rules of
Section 424(d) of the Code shall be applied, and the Committee may rely on
representations of fact made to it by the CEO and believed by it to be true..
9. Exercise of Option Award:
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9.1 Option Awards shall be exercisable pursuant to the terms under which
they were awarded and subject to the terms and conditions of this Plan;
provided, however, that in no event shall an Incentive Option be exercisable
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after the expiration of ten (10) years from the date such Option Award is
granted; provided, further, that in the case of an Incentive Option granted to a
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person who, at the time such Incentive Option is granted, owns shares possessing
more than ten percent (10%) of the total combined voting power of all classes of
shares of the Company or of any subsidiary corporation or parent corporation of
the Company, such Incentive Option shall not be exercisable after the expiration
of five (5) years from the date such Incentive Option is granted.
9.2 An Option Award, or any part thereof, shall be exercisable by the
Grantee's signing and returning to the Company at its principal office (and to
the Trustee, where applicable), a "Notice of Exercise" and a Share Incentive
Agreement (the "Agreement") in such form and substance as may be prescribed by
the Committee from time to time.
9.3 Anything herein to the contrary notwithstanding, but without
derogating from the provisions of paragraph 10 hereof, if any Option Award, or
any part thereof, has not been exercised and the shares covered thereby not paid
for within ten (10) years after the date of grant (or any other period set forth
in the instrument granting such Option Award pursuant to Section 7), such Option
Award, or such part thereof, and the right to acquire such shares shall
terminate, all interests and rights of the Grantee in and to the same shall
expire, and, in the event that in connection therewith any shares are held in
trust as aforesaid, such trust shall expire and the Trustee shall thereafter
hold such shares in an unallocated pool until instructed by the Company that
some or all of such shares are again to be held in trust for one or more
Grantees.
9.4 Except as otherwise provided under the Code, to the extent that the
aggregate fair market value of shares for which Incentive Options (under all
share option plans of the Company and of any parent corporation or subsidiary
corporation of the Company) are exercisable for the first time by a CEO during
any calendar year exceeds one hundred thousand dollars ($100,000), such Option
Awards shall be treated as Non-Qualified Options. For purposes of this
limitation, (a) the fair market value of shares is determined as of the time the
Option Award is granted and (b) options will be taken into account in the order
in which they were granted.
9.5 Each payment for shares under an Option Award shall be in respect of a
whole number of shares, shall be effected in cash or by a cashier's or certified
check payable to the order of the Company, or such other method of payment
acceptable to the Company as determined by the Committee, and shall be
accompanied by a notice stating the number of shares being paid for thereby.
10. Termination of Employment:
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10.1 In General: Subject to the provisions of paragraph 10.2 hereof, if a
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Grantee should, for any reason, cease to be employed by the Company, all of his
rights, if any, in respect of all Option Awards granted to him under the Plan
which are not yet exercisable on the date of the cessation of employment shall
terminate and, unless otherwise determined by the Board of Directors of the
Company, all of his rights in respect of such Option Awards which are
exercisable on the date of the cessation of employment, but are not exercised
within 90 days after such cessation of employment, shall terminate upon the
expiration of such 90 day period. In the event of resignation or discharge of a
Grantee from the employ of the Company or a subsidiary thereof, his or her
employment shall, for the purposes of this paragraph 10.1, be deemed to have
ceased upon the delivery to the Company of notice of resignation or the delivery
to the employee of notice of discharge, as the case may be, irrespective of the
effective date of such resignation or discharge. In the event the employment of
a Grantee is terminated by the Company for cause, such Grantee shall not be
entitled to exercise the Option Awards subsequent to the time of delivery of the
notice of discharge.
10.2 Death, Disability, Retirement: Anything herein to the contrary
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notwithstanding: If a Grantee should die, or if a Grantee is unable to continue
to be employed by the Company by reason of becoming incapacitated while in the
employ of the Company as a result of an accident or illness or other cause which
is approved by the Committee, or if a Grantee should retire, such Grantee shall,
subject to approval of the Committee (which shall not be unreasonably withheld),
continue to enjoy rights under the Plan on such terms and conditions as the
Committee in its discretion may determine.
11. Adjustments: Upon the happening of any of the following described
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events, a Grantee's rights to purchase shares under the Plan shall be adjusted
as hereinafter provided;
11.1 In the event the Ordinary Shares of the Company shall be subdivided
or combined into a greater or smaller number of shares or if, upon a merger,
consolidation, reorganization, recapitalization or the like, the Ordinary Shares
of the Company shall be exchanged for other securities of the Company or of
another corporation, each Grantee shall be entitled, subject to the conditions
herein stated, to purchase such number of Ordinary Shares or amount of other
securities of the Company or such other corporation as were exchangeable for the
number of Ordinary Shares of the Company which such Grantee would have been
entitled to purchase except for such action, and appropriate adjustments shall
be made in the purchase price per share to reflect such subdivision, combination
or exchange.
11.2 In the event that the Company shall issue any of its Ordinary Shares
or other securities as bonus shares (stock dividend) upon or with respect to any
shares which shall at the time be subject to a right of purchase by a Grantee
hereunder, each Grantee upon exercising such right shall be entitled to receive
(for the purchase price payable upon such exercise), the shares as to which he
or she is exercising such right and, in addition thereto (at no additional
cost), such number of shares of the class or classes in which such bonus shares
(stock dividend) were declared, and such amount of shares and the amount of cash
in lieu of fractional shares, as is equal to the shares which he would have
received had he been the holder of the shares as to which he is exercising his
right at all times between the date of the granting of such right and the date
of its exercise.
11.3 Upon the happening of any of the foregoing events, the class and
aggregate number of Ordinary Shares issuable pursuant to the Plan (as set forth
in paragraph 6, hereof), in respect of which Option Awards have not yet been
granted, shall also be appropriately adjusted to reflect the events specified in
paragraphs 11.1 and 11.2 above.
11.4 The Committee shall determine the specific adjustments to be made
under this paragraph 11, and its determination shall be conclusive.
12. Assignability and Sale of Shares:
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12.1 No shares purchasable hereunder which were not fully paid for, shall
be assignable or transferable by the Grantee. For avoidance of doubt, the
foregoing shall not be
deemed to restrict the transfer of a Grantee's rights in respect of Option
Awards or shares purchasable pursuant to the exercise thereof upon the death of
such Grantee to his estate or other successors by operation of law or will,
whose rights therein shall be governed by paragraph 10.2 hereof.
12.2 No Option Award may be transferred other than by will or by the laws
of descent and distribution, and during the Grantee's lifetime an Option Award
may be exercised only by him.
13. Securities Act of 1933: By his exercise of an Option Award hereunder,
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the Grantee agrees not to sell, transfer or otherwise dispose of any of the
shares so purchased by him except in compliance with the United States
Securities Act of 1933, as amended, and the rules and regulations thereunder and
the Grantee further agrees that all certificates evidencing any of such shares
shall be appropriately legended to reflect such restriction. The Company does
not obligate itself to register any shares under the United States Securities
Act of 1933, as amended.
14. Term and Amendment of the Plan:
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14.1 The Plan was adopted by the Board of Directors of the Company on May
15, 1995, and shall expire on May 14, 2005 (except as to Option Awards
outstanding on that date). This Plan was approved on May 15, 1995 by a majority
of the Company's shareholders in accordance with Regulation 240.16b-3(b)
promulgated under the Exchange Act.
14.2 The Board of Directors may, at any time and from time to time,
terminate or amend the Plan in any respect except that, without the prior
approval of the Shareholders of the Company: (i) the total number of Ordinary
Shares which may be issued under the Plan may not be increased (except by
adjustment pursuant to paragraph 11 hereof) and (ii) the provisions of paragraph
4.1 regarding the eligibility may not be modified. In no event may any action
of the Company alter or impair the rights of a Grantee, without his consent,
under any Option Award previously granted to him.
15. Continuance of Employment: Neither the Plan nor the Agreement shall
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impose any obligation on the Company or a subsidiary thereof (to the extent
there shall be one or more), to continue any Grantee in its employ, and nothing
in the Plan or in any Option Award granted pursuant thereto shall confer upon
any Grantee any right to continue in the employ of the Company or a subsidiary
thereof, or restrict the right of the Company or a subsidiary thereof, to
terminate such employment at any time.
16. Governing Law: The Plan and all instruments issued thereunder or in
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connection therewith, shall be governed by, and interpreted in accordance with,
the laws of the State of Israel.
17. Application of Funds: The proceeds received by the Company from the
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sale of shares pursuant to Option Awards granted under the Plan will be used for
general corporate purposes of the Company or any subsidiary thereof.
18. Tax Consequences: Any tax consequences arising from the grant or
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exercise of any Option Award, from the payment for shares covered thereby or
from any other event or act (of the corporation that employs the Grantee or the
Grantee) hereunder, shall be borne solely by the Grantee. Furthermore, the
Grantee shall agree to indemnify the corporation that employs the Grantee 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 Grantee.