EXHIBIT 99.17
FORM OF OPTION AGREEMENT UNDER THE
PLATO SOFTWARE CORPORATION 1998 SHARE OPTION PLAN
EXHIBIT 99.17
PLATO SOFTWARE CORPORATION
1998 SHARE OPTION PLAN
OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Option Agreement.
I. NOTICE OF OPTION GRANT
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Tikva Schmidt
The undersigned Optionee has been granted an Option to purchase
Shares, subject to the terms and conditions of the Plan and this Option
Agreement, as follows:
Grant Number
Date of Grant September 10, 1998
Vesting Commencement Date September 10, 1998
Exercise Price per Share $ 0.01
Total Number of Shares Granted 20,000
Total Exercise Price $ 200
Type of Option: Option intended to qualify
under Section 3(i) of the
Israeli Income Tax Ordinance
(New Version), 196 1, and
regulations, rules and orders
of procedures promulgated
thereunder (the "Tax
Ordinance").
Term/Expiration Date: September 10, 2008
Vesting Schedule:
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This Option shall be exercisable, in whole or in part, according to
the following vesting schedule:
One-fourth (1/4th) of the Shares subject to the Option shall vest
twelve months after the Vesting Commencement Date, and 1/48h of the Shares
subject to the Option shall vest each month thereafter, subject to Optionee's
continuing to be a Service Provider on such dates.
Termination Period:
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This Option shall be exercisable for three months after Optionee
ceases to be a Service Provider. Upon Optionee's death or disability, this
Option may be exercised for one year after Optionee ceases to be a Service
Provider. In no event may Optionee exercise this Option after the
Term/Expiration Date as provided above.
II. AGREEMENT
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1. Grant of Option
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(a) The Plan Administrator of the Company hereby grants to the
Optionee named in the Notice of Grant (the "Optionee"), an option (the "Option")
to purchase the number of Shares set forth in the Notice of Grant, at the
exercise price per Share set forth in the Notice of Grant (the "Exercise
Price").
(b) Subject to Section 13(c) of the Plan, in the event of a conflict
between the terms and conditions of the Plan and this Option Agreement, the
terms and conditions of the Plan shall prevail.
2. Exercise of Option
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(a) Right to Exercise. This Option shall be exercisable during its
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term in accordance with the Vesting Schedule set out in the Notice of Grant and
with the applicable provisions of the Plan and this Option Agreement.
(b) Method of Exercise. This Option shall be exercisable by delivery
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of an exercise notice in the form attached as Exhibit (the "Exercise Notice")
which shall state the election to exercise the Option, the number of Shares with
respect to which the Option is being exercised, and such other representations
and agreements as may be required by the Company. The Exercise Notice shall be
accompanied by payment of the aggregate Exercise Price as to all Exercised
Shares. This Option shall be deemed to be exercised upon receipt by the Company
of such fully executed Exercise Notice accompanied by the aggregate Exercise
Price.
No Shares shall be issued pursuant to the exercise of an Option unless
such issuance and such exercise comply with Applicable Laws. If any law or
regulation requires the Company to take any action with respect to the Shares
specified in such notice before the issuance thereof, then the date of their
issuance shall be extended for the period necessary to take such action.
Assuming such compliance, for income tax purposes the Shares shall be considered
transferred to the Optionee on the date on which the Option is exercised with
respect to such Shares.
3. Optionee's Representation. In the event the Shares have not been
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registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and the Company shall have effected an initial public offering of its
securities under the Securities Act at the time this Option is exercised, the
Optionee shall, if required by the Company, concurrently with the exercise of
all or any portion of this Option, deliver to the Company his or her Investment
Representation Statement in the form attached hereto as Exhibit B.
4. Lock-Up Period. Optionee hereby agrees that, if so requested by the
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Company or any representative of the underwriters (the "Managing Underwriter")
in connection with any registration of the offering of any securities of the
Company under the Securities Act, Optionee shall not sell or otherwise transfer
any Shares or other securities of the Company during the 180-day period (or such
other period as may be requested in writing by the Managing Underwriter and
agreed to in writing by the Company, not to exceed 180 days) (the "Market
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Standoff Period") following the effective date of a registration statement of
the Company filed under the Securities Act. Such restriction shall apply only to
the first registration statement of the Company to become effective under the
Securities Act that includes securities to be sold on behalf of the Company to
the public in an underwritten public offering under the Securities Act. The
Company may impose stop-transfer instructions with respect to securities subject
to the foregoing restrictions until the end of such Market Standoff Period.
5. Method of Payment. Payment of the aggregate Exercise Price shall be by
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any of the following, or a combination thereof, at the election of the Optionee:
(a) cash or check; or
(b) consideration received by the Company under a formal cashless
exercise program adopted by the Company in connection with the Plan.
6. Restrictions on Exercise. This Option may not be exercised if the
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issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of Applicable Laws.
7. Non-Transferability of Option. This Option may not be transferred in
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any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by Optionee. The terms of
the Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
8. Term of Option. This Option may be exercised only within the term set
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out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option.
9. Tax Consequences. Set forth below is a brief summary as of the date
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of this Option of some of the Israeli tax consequences of the grant and exercise
of this Option and the disposition of the Shares. THIS SUMMARY IS NECESSARILY
INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THEREFORE,-
THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR
DISPOSING OF THE SHARES.
(a) The difference between the Fair Market Value of the Shares on the
date of grant and the Exercise Price, if any, may be taxable as income under the
Tax Ordinance.
(b) Upon exercise of this Option, the difference between the Fair
Market Value of the Shares being exercised and the exercise price, to the extent
not taxed at the time of grant, will be taxable as income under the Tax
Ordinance.
(c) If the Shares are not sold simultaneously with the exercise of
this Option, then upon a subsequent sale of the Shares, any additional gain not
already taxed as income under the Tax Ordinance, will be taxed as a capital
gain.
Any tax consequences arising from the grant or exercise of any Option,
from the payment for Shares or from any other event or act (of the Company or
the Optionee) hereunder,
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shall be borne solely by the Optionee. Furthermore, the Optionee shall agree to
indemnify the Company and hold it harmless against and from any and all
liability for any such tax or interest or penalty thereof, including without
limitation, liabilities relating to the necessity to withhold, or to have
withheld, any such tax from any payment made to the Optionee.
10. Entire Agreement; Governing Law. The Plan is incorporated herein by
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reference. The Plan and this Option Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the
Optionee's interest except by means of a writing signed by the Company and
Optionee. This agreement is 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.
11. Acknowledgements by Optionee.
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(a) No Guarantee of Continued Service. Optionee acknowledges and
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agrees that the vesting of Shares pursuant to the vesting schedule hereof is
earned only by continuing as a Service Provider at the will of the Company or
any Parent or Subsidiary of the Company (not through the act of being hired,
being granted this Option or acquiring Shares hereunder). Optionee further
acknowledges and agrees that this Agreement, the transactions contemplated
hereunder and the vesting schedule set forth herein do not constitute an express
or implied promise of continued engagement as a Service Provider for the vesting
period, for any period, or at all, and shall not interfere in any way with
Optionee's right, or the right of the Company or any Parent or Subsidiary of the
Company, to terminate Optionee's relationship as a Service Provider at any time,
with or without cause.
(b) Satisfaction of all Equity Rights. This Option is intended to
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satisfy in full any and all rights of Optionee to receive an equity interest in
the Company or its Subsidiary, Plato Software Ltd., an Israeli company (the
"Sub"). By acceptance of this Option, Optionee acknowledges that this Option
satisfies in full any and all such rights, and any corollary obligations of the
Company and Sub, including without limitation any such rights arising under
Optionee's offer letter with Sub or arising under Optionee's employment and non-
competition agreement with Sub
(c) Plan Terms Binding. Optionee acknowledges receipt of a copy of
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the Plan and represents that he or she is familiar with the terms and provisions
thereof, and hereby accepts this Option subject to all of the terms and
provisions thereof Optionee has reviewed the Plan and this Option in their
entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Option and fully understands all provisions of the Option.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions arising under the
Plan or this Option. Optionee further agrees to notify the Company upon any
change in the residence address indicated below.
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OPTIONEE PLATO SOFTWARE CORPORATION
_________________________________ ______________________________
Signature By
Tikva Schmidt
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Print Name Title
_________________________________
_________________________________
Residence Address
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