US/Asia Plan
CAMTEK LTD.
SUBSIDIARY EMPLOYEE OPTION PLAN
1. Definitions
As used herein the following terms shall have the meanings hereinafter set
forth, unless the context clearly indicates the contrary.
(A) the "Company" - Camtek Ltd.
(B) "Board" - the Board of Directors of the Company.
(C) "Share(s)" - Ordinary Shares of the Company, each with a par value
of NIS 0.01.
(D) "Option(s)" - an Option or Options granted within the framework of
this Plan each of which imparts the right to purchase one Share per
Option.
(E) "Grantee" - an employee of a Subsidiary to whom Options are granted
or to whom the Company decides to grant Options.
(F) "Plan" - the Company's Employee Subsidiary Option Plan as provided
hereunder, and as may be amended from time to time, as set forth
hereinbelow.
(G) "Option Agreement" - the Agreement to be executed between the
Company and the Grantee under which Option(s) are to be granted.
(H) "Vested Option(s)" - that portion of the Options which the Grantee
is entitled to exercise in accordance with the provisions of Section
8.2 of the Plan or the provisions of the Option Agreement executed
with such Grantee.
(I) the "Exercise Period" - the period during which the Vested Options
may be exercised, as provided in Section 8.3 of the Plan.
(J) "Exercise Price" - the price which the Grantee must pay to exercise
each Option.
(K) "Exercised Shares" - the Shares issued upon the exercise of the
Options.
(L) the "Custodian" - a custodian who may be appointed by the Company
for the purposes of this Plan and who shall act in accordance with
terms to be determined by the Board.
(M) "Incentive Stock Option(s)" - as defined in Section 7 hereto.
(N) "Incentive Stock Option Grantee" - as defined in Section 7 hereto.
(O) "Subsidiary" - any company in which, at the time of granting an
Option, the Company owns, directly or indirectly, at least fifty
percent (50%) of the total combined voting power of all classes of
shares of such company.
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2. The Plan
2.1 Purpose - The purpose and intent of the Plan is to grant to selected
employees of the Company's Subsidiaries, an opportunity to purchase
Shares of the Company by way of granted Options and to provide an
additional incentive to such employees to remain in the employ of
the Company's Subsidiaries, to encourage the sense of proprietorship
of such employees, and to stimulate the active interest of such
employees in the success of the Company and the Company's
Subsidiaries.
2.2 Effective Date - The Board has resolved to adopt and authorize the
Plan and has resolved that it shall enter into effect commencing
1.9.97.
2.3 Sunset Date - The Plan shall be valid and in effect for a period of
ten (10) years and shall expire on 31.8.2007.
3. Administration
3.1 The Plan shall be administered by the Board.
3.2 The Board shall have sole and full discretion and sole authority to
administer the Plan and all actions related thereto, including to
perform any and all of the following from time to time and at any
time:
3.2.1 to determine the Subsidiaries' employees in favor of whom the
Options shall be granted, the number of Options to be granted
in favor of each employee, the Exercise Price and Exercise
Period thereof, and the conditions under which such Options
may be exercised, including with respect to the entrustment of
the Options with a Custodian;
3.2.2 to interpret the Plan;
3.2.3 to determine the terms of the Option Agreements;
3.2.4 to perform any action required or advisable for the
administration of the Plan; and
3.2.5 to prescribe, amend, modify (including by adding new terms and
rules), and to rescind and terminate the Plan or any of its
terms.
3.3 Any amendment or modification of the Plan, if any, shall be
applicable to the relationship between the Grantee and the Company,
including under the Option Agreements and the amendment or
modification shall be deemed to have been included in the Plan and
the Option Agreements, ab initio, unless the amendment or
modification adversely affects the rights of a Grantee under the
Vested Options.
4. Eligibility
In determining the employees in favor of whom Options are to be granted,
the number of Options to be granted and the terms of the Options, the
Board may take into account the
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nature of the services rendered by the respective employee, such
employee's present and future potential and contribution to the success of
the Subsidiaries, and any other criteria the Board may deem relevant.
5. Reserved Shares
The total number of Options to be granted to the Grantees pursuant to the
Plan shall be determined from time to time by the Board.
The Company shall at all times reserve such number of authorized but
unissued Shares which equals the number of Shares to which all of the then
outstanding Options may be converted upon exercise.
6. Grant of Options and Issuance of Shares in Trust
6.1 The Options shall be granted in favor of the Grantee for no
consideration.
6.2 The Options and the Grantee's rights thereunder shall be subject to
the execution of an Option Agreement between the Company and the
Grantee, which Option Agreement shall set forth the terms and
conditions of the Options, as determined by the Company, including
without limitation, the number of Options granted thereunder, the
terms of exercise thereof (including the Exercise Price) and any
other term the Board may deem necessary.
6.3 In addition, the Options shall be subject to the execution of all
the documents necessary in order to comply with all applicable tax
laws (hereinafter: the "Tax Laws"), and all other documents that may
be required by the Company at any time, (the Option Agreement and
said documents shall be hereinafter referred to as: the
"Documents").
6.4 The Company shall provide the Grantee with the Documents for
signature after the Board adopts a resolution to grant Options in
favor of such Grantee, and the Company shall sign such Documents
after they have been duly signed and returned by such Grantee.
It is hereby clarified that the execution of the said Documents by
the Grantee does not exempt the Grantee from signing any other
document as may be required by the Company at a later stage.
6.5 The Board may, from time to time, with respect to all of the
Grantees or with respect to any particular Grantee, resolve that
during the Restricted Period (as defined below) and until the
underlying Shares are released (as provided below), the Options
granted hereunder shall be held by the Custodian and the Exercised
Shares shall be issued to the Custodian, and both shall be
registered in the name of the Custodian, who shall hold the Options
and/or the Exercised Shares in trust for such period as determined
by the Board commencing from the date the Option documentation is
deposited with the Custodian (hereinafter: the "Restricted Period"),
and then continuing until such time as they are released, as
hereinafter provided.
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7. Award of Incentive Stock Options
The Board may, from time to time and subject to the provisions of the Plan
and such other terms and conditions as the Board may prescribe, grant to
any participant in the Plan who is a United States citizen or resident
and/or otherwise subject to taxation in the United States with respect to
the grant of the Options, one or more "incentive stock options" (intended
to qualify as such under the provisions of Section 422 of the Internal
Revenue Code of 1986, as amended) (the "Code" and "Incentive Stock
Options" respectively) to purchase for cash the number of Shares allotted
by the Board. The maximum number of Shares that may be issued under this
Section 7 is 200,000. The date an Incentive Stock Option is granted shall
mean the date selected by the Board as of which the Board allots a
specific number of shares to a participant pursuant to the Plan.
Notwithstanding the foregoing, Incentive Stock Options shall not be
granted to any owner of 10% or more of the total combined voting power of
the Company and its Subsidiaries.
Without derogating from anything to the contrary contained herein, it is
hereby clarified that a resolution of the Board with the following effect
shall require shareholder approval: (i) increasing the maximum number of
Shares that may be issued under this Section 7; (ii) extending the period
during which an Incentive Stock Option may be granted or exercised; (iii)
extending the term of this Incentive Stock Option Plan; or (iv) changing
the class of employees who are eligible to participate in this Incentive
Stock Option Plan.
7.1 Incentive Stock Option Agreements.
The grant of an Incentive Stock Option shall be evidenced by a
written Incentive Stock Option Agreement, executed by the Company
and the holder of an Incentive Stock Option (the "Incentive Stock
Option Grantee"), stating the number of Incentive Stock Options to
be granted and the other terms referred to in Section 6.2 of the
Plan, and in such form as the Board may from time to time determine.
7.2 Incentive Stock Option Price.
The exercise price of the Incentive Stock Options shall be 100% of
the fair market value of a share of Shares on the date the Incentive
Stock Option is granted. For as long as the Company's shares are
traded on Nasdaq, said fair market value shall be as determined by
the closing value of the Shares listed on Nasdaq at the closing of
the last previous day of trading.
7.3 Maximum Amount of Incentive Stock Option Grant.
The aggregate value of Shares vesting in any calendar year to the
benefit of any one Grantee pursuant to an Incentive Stock Option,
shall not exceed US $100,000, such value measured by the fair market
value of such shares on the date of grant of the Option pursuant to
Section 7.2 above.
7.4 Applicability of Stock Options Sections.
All Sections of this Plan with the specific exclusion of any
provisions pertaining to the holding of the Options of the
underlying Shares by a Custodian shall apply equally to
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Incentive Stock Options, mutatis mutandis, to the extent not
inconsistent with the express provisions of this Section 7. Said
sections are incorporated by reference in this Section 7 as though
fully set forth herein.
8. Terms of Options
8.1 Except as otherwise provided, the amount of Options and the Exercise
Price for each Grantee shall be determined by the Board and shall be
specified in the Option Agreement; provided however, that in no
event shall the Exercise Price of (a) any Option be less than the
par value price of the Shares; and of (b) any Incentive Stock Option
be less than the fair market value of the Shares on the date of the
grant of the Options, as set forth in Section 7.2 above.
8.2 Unless otherwise determined by the Board with respect to any
specific Grantee, the right of a Grantee to exercise the Options
granted in such Grantee's favor during the Exercise Period shall be
vested with such Grantee as follows:
(a) If the Grantee remains in the employ of any of the
Subsidiaries for a period of not less than 2 years from the
date of the resolution of the Board regarding the issuance of
the Options to the Grantee (hereinafter: the "Date of the
Grant") - the Grantee shall be entitled to exercise 50% of all
the Options granted in such Grantee's favor.
(b) If the Grantee remains in the employ of any of the
Subsidiaries for a period of not less than 3 years from the
Date of Grant - the Grantee shall be entitled to exercise 75%
of all the Options granted in such Grantee's favor.
(c) If the Grantee remains in the employ of any of the
Subsidiaries for a period of not less than 4 years from the
Date of Grant - the Grantee shall be entitled to exercise 100%
of all the Options granted in such Grantee's favor.
In the event that the employment of the Grantee is terminated for
any reason (including due to death or disability), all of the
Options granted in such Grantee's favor which are not yet Vested
Options shall immediately expire and terminate, shall become null
and void and shall not entitle the Grantee to any right in or to the
Company. Notwithstanding the above, a transfer of a Grantee's
employment from one Subsidiary to another Subsidiary or to the
Company shall not be deemed a termination of the Grantee's
employment.
8.3 Exercise Period
8.3.1 Each Vested Option shall remain exercisable until the lapse of
two years following the later of : (i) the vesting date of
such Options, or (ii) the date of the initial public offering
of the Company's shares on Nasdaq.
8.3.2 In the event of a merger of the Company with or into another
corporation, or the sale of all or substantially all the
assets or the shares of the Company (such
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merger or sale: the "Merger Transaction"), the surviving or
the acquiring entity, as the case may be, or their respective
parent or subsidiary (the "Successor Entity"), may either
assume the Company's rights and obligations under outstanding
Options or substitute for outstanding Options substantially
equivalent options for the Successor Entity's shares.
For purposes of this Section 8.3.2, the outstanding Options
shall be deemed assumed or substituted by the Successor Entity
if, following the consummation of the Merger Transaction, the
outstanding Options confer the right to purchase or receive in
accordance with their terms, for each share subject to any
outstanding Option immediately prior to the consummation of
the Merger Transaction, the consideration (whether shares,
cash or other securities or property) to which a holder of a
share on the effective date of consummation of the Merger
Transaction was entitled; provided however, that if such
consideration is not solely securities of the Successor
Entity, the Board may, with the consent of the Successor
Entity, provide for the consideration to be received upon the
exercise of the outstanding Options, to be solely securities
of the Successor Entity equal in their market value to the per
share consideration received by the holders of shares in the
Merger Transaction.
In the event that the Successor Entity does not assume or
substitute for all of the outstanding Options of a Grantee,
then the Grantee shall have a period of fifteen (15) days,
from the date designated in a written notice to be given to
the Grantee by the Company, to exercise all the Vested Options
of the Grantee; provided, however, that if the Merger
Transaction occurs within the first one year period of
vesting, a proportionate quantity of the Options granted to
the Grantee which are to be vested at the end of the first one
year period, relative to such Grantee's engagement period out
of such one-year period, shall become vested and may be
exercised by the Grantee within said 15-day period.
All Options which are neither assumed or substituted for by
the Successor Entity nor exercised as of the date of the end
of the said 15 day period shall expire and terminate effective
as of the date of the consummation of the Merger Transaction,
shall become null and void and shall not entitle the Grantee
to any right in or towards the Company.
8.4 Unless otherwise instructed in writing by the Company, Vested
Options may be exercised at one time or from time to time during the
Exercise Period, Custodianby providing written instructions to the
Company from the Grantee in a form to be determined by the Company
at its principal office or to anyone the Company may designate for
this purpose, accompanied by the full payment of the Exercise Price
for the Vested Options then being exercised, by personal check or
cashier's check payable to the order of the Company (the written
instructions accompanied by the full payment shall be referred to
hereinafter as: the "Exercise Notice"); provided however, that in
case payment is made by personal check (and not by cashier's check),
the Options shall not be deemed exercised, and the Company shall not
issue the Exercised Shares in respect
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thereof, until the personal check shall have been fully honored by
the bank on which it was drawn.
8.5 If such Vested Options are held by a Custodian, the terms under
which such Vested Options may be exercised and the terms of their
issuance and release shall be determined by the Company, including
in accordance with the Tax Laws.
8.6 A Grantee whose employment with any of the Subsidiaries was
terminated for any reason (including death or disability) shall be
entitled only to the Exercised Shares and to the Vested Options, and
the remaining Options (i.e. non-Vested) shall expire and terminate
and become null and void and shall not entitle the Grantee to any
right in or to the Company.
9. Transferability
9.1 The Options and all rights related thereto shall not be assignable,
transferable, subjected to an attachment, lien or encumbrance of any
kind.
9.2 Notwithstanding the abovesaid, the Vested Options shall be
transferable by will or intestacy, provided that the Company
receives written notice thereof, accompanied by a certified copy of
the Will or Intestacy Order and/or other evidence deemed acceptable
by the Board, and accompanied by the transferee(s) written consent
to the provisions and rules of the Tax Laws, the Plan, and the
Option Agreement.
9.3 Following the exercise of the Vested Options, the Exercised Shares
shall be transferable after the Restricted Period, subject to all
applicable securities regulations and lock-up provisions. Further,
to the extent that applicable law provides for concurrent payment of
taxes by the transferor upon transfer, the Exercised Shares shall
only be transferable once payment of all taxes required to be paid
in connection with a sale or transfer of Exercised Shares shall have
been made to the tax assessor, confirmation of same shall have been
received by the Custodian or the Company, and the conditions set
forth in Section 9 hereunder shall have been fulfilled.
9.4 Without derogating from the abovesaid, in the event the shareholders
of the Company (not including shareholders who purchased shares
under a share option plan for employees or officeholders)
(hereinafter: the "Selling Shareholders") intend to sell all of
their shares in the Company, and to the effect that the Grantee was
asked to do so by the majority of the Selling Shareholders (which
majority shall be determined according to the pro rata share of each
Selling Shareholder of the issued share capital of the Company), the
Grantee shall be obligated to join the sale and sell the Exercised
Shares such Grantee holds, under the same terms and conditions as
the Selling Shareholders are selling their shares, and if requested
by the purchasers of such sale, at the purchaser's sole discretion,
the Grantee shall sell to the purchasers the Vested Options, under
the same terms, as if the Grantee had exercised same immediately
prior to the sale it being clarified that the Exercise Price shall
be deducted from the sale price under such terms and that the
remaining Options (i.e. non-Vested Options) shall expire and
terminate and become null and void and shall not entitle the Grantee
to any right in or to the Company.
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10. Termination
10.1 Notwithstanding anything to the contrary herein, any Option granted
in favor of a Grantee not exercised by such Grantee within the
Exercise Period and in strict accordance with the terms of the Plan
and the Option Agreement, shall, upon the lapse of the Exercise
Period, immediately expire and terminate, become null and void, and
shall not entitle the Grantee to any right in, or toward the Company
in connection with same, and all interests and rights of the
Grantee, in and to same, shall expire.
10.2 Notwithstanding anything to the contrary herein, upon the issuance
of a court order declaring the bankruptcy of a Grantee, or the
appointment of a receiver or a provisional receiver for a Grantee,
or over such Grantee's assets, or any part thereof, or upon making a
general assignment for the benefit of his creditors, any Option
issued and registered in favor of such Grantee which was not yet
exercised by the Grantee shall immediately expire and terminate,
become null and void and shall not entitle the Grantee, the
Grantee's receiver, successors, creditors or assignees, to any right
in, or toward the Company in connection with same, and all interests
and rights of the Grantee, the Grantee's receiver, successors,
creditors or assignees, in and to same, if any, shall expire.
11. Rights as Shareholder
11.1 It is hereby clarified that a Grantee shall not, by virtue of the
Plan, the Option Agreement or any Option granted in favor of such
Grantee thereunder, have any of the rights of a shareholder with
respect to any Shares represented by the Options, until the Options
have been exercised.
Furthermore, except for the right to receive dividends as provided
in Section 12.1 hereinafter, the Grantee shall not have any rights
by virtue of the Exercised Shares until same shall have been
released and transferred to the Grantee by registering same in the
Grantee's name, and only then shall the Grantee have the rights of a
shareholder with respect to the shares so registered.
11.2 For so long as the Exercised Shares are held by the Custodian, if
applicable, the Company shall consider only the Custodian as the
owner of such shares for all purposes whatsoever (including without
limitation, for the purpose of delivering notices); the Custodian,
however, shall not exercise the voting rights conferred by such
Exercised Shares in any way whatsoever, and shall not issue a proxy
to any person or entity to vote such shares.
11.3 The Grantee shall not have, and hereby waives the right to have, by
virtue of the Exercised Shares, any pre-emptive rights to purchase,
along with the other shareholders in the Company, a pro rata portion
of any securities proposed to be offered by the Company prior to the
offering thereof to any third party and any rights of first refusal
to purchase any securities of the Company offered by the other
shareholders of the Company.
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12. Dividends and Bonus Shares
12.1 Cash dividends paid or distributed, if any, with respect to the
Exercised Shares held by the Custodian, shall be remitted directly
to the Grantee who is entitled to the Exercised Shares for which the
dividends are being paid or distributed.
12.2 If the Exercised Shares are registered to the Custodian all bonus
shares to be issued by the Company, if any, with regard to the
Exercised Shares, shall, be registered in the name of the Custodian
and, if the Exercised Shares are registered to the Grantee, such
bonus shares shall be registered in the name of the Grantee. All
provisions applying to the Exercised Shares, shall apply to the
bonus shares, mutatis mutandis.
12.3 If the bonus shares were registered in the name of the Custodian,
the Custodian shall transfer the said bonus shares upon the transfer
of the Exercised Shares with respect to which the bonus shares were
issued.
13. Adjustments
The number of Shares to which each outstanding Option is exercisable,
shall be proportionately adjusted in the event of a reorganization of the
share capital of the Company by a stock split, reverse stock split,
combination or reclassification of the shares, as well as for a
distribution of bonus shares. Such adjustment shall be made by the Board,
whose determination in this matter shall be final and binding.
All provisions applying to the Exercised Shares shall apply to all Shares
received as a result of an adjustment as described above.
14. Rights to Changes
The Plan or the Option Agreement shall not affect, in any way, the rights,
powers or freedoms of the Company or its shareholders to make or
authorize: (a) any sale, transfer or any change whatsoever in all or any
part of the Company's assets, obligations or business, or any other
business, commercial or corporate act or proceeding, whether of a similar
character or otherwise; (b) any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or
business; (c) any merger or consolidation of the Company; (d) any issue of
bonds, debentures, shares (including preferred or prior preference shares
ahead of or affecting the existing shares of the Company including the
shares into which the Options granted hereunder are exercisable or the
Exercised Shares or the rights thereof, etc.); (e) or the dissolution or
liquidation of the Company; and none of the above acts or authorizations
shall entitle the Grantee to any right or remedy, including, without
limitation, a right of compensation for any dilution resulting from any
issuance of any shares or of any other securities in the Company to any
person or entity whatsoever.
15. No Employment Obligations
Nothing in the Plan, the Option Agreements or in any Option granted
hereunder shall guarantee the Grantee's employment in any of the
Subsidiaries and no obligation of any of the Subsidiaries as to the length
of employment of the Grantee or as to any other term of
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employment shall be implied by same; it is provided that the employment of
any employee may be terminated at any time pursuant to such employee's
terms of employment and any law.
16. No Representation
The Company does not and shall not, through this Plan or through any
Option Agreement, make or be deemed to make any representation toward any
Grantee with regard to the Company, its business, its value or with regard
to the Company's shares in general, and the Exercised Shares in
particular, their value or rights.
The Grantee, upon entering the Option Agreement, represents and warrants
toward the Company, that the Grantee's consent to the grant of the Options
issued in favor of the Grantee and their exercise (if so exercised), is,
in no respect, made on the basis of any representation or warranty made by
the Company or by any of its directors, officers, shareholders or
employees, and is made based only upon the Grantee's examination and
expectations of the Company, on an "as is" basis. The Grantee waives any
claim whatsoever of "non conformity" of any kind or any other cause of
action or claim of any kind with respect to the Options and/or the Shares
exercised thereupon.
17. Tax Consequences
All tax consequences arising from the grant or exercise of any Option, the
payment for or the transfer of the Exercised Shares to the Grantee, or
from any other event or act (of the Company or the Grantee) hereunder,
shall be borne solely by the Grantee, and the Grantee shall indemnify the
Company and hold it harmless from and against any and all liability for
any such tax or interest or penalty.
Each of the Company and the Custodian, if applicable, may withhold from
any payment to which the Grantee may be entitled to from the Company, the
amount of the tax and/or other mandatory payment the withholding of which
is required with respect to the Options and/or the Exercised Shares under
any law.
18. Subordination
It is clarified that the grant of the Options hereunder is subject to the
approval, if necessary, by the relevant tax authorities of the Plan and
the Custodian, in accordance with the Tax Laws. It is also clarified that
the Plan and the Option Agreement are subject to the provisions of the Tax
Laws which accordingly shall be deemed an integral part of each, and which
shall prevail over any term that is not consistent with the Tax Laws.