GENESIS DEVELOPMENT AND CONSTRUCTION LTD.
GENERAL MANAGERS OPTION PLAN
A. NAME AND PURPOSE
1. Name: This plan, as amended from time to time, shall be known as the
Genesis Development and Construction General Managers Option Plan (the
"Plan").
2. Purpose: The purpose and intent of the Plan is to provide incentives
and rewards to general managers of Genesis Development and
Construction Ltd. (the "Company") and any of its subsidiaries, to
encourage them to enter into and continue in the employ of the
Company, by providing them with opportunities to purchase Class A
Ordinary Shares, nominal value 0.1 New Israeli Shekels each (the
"Shares") of the Company, pursuant to this Plan, which was approved by
the Board of Directors of the Company (the "Board"), and thus as to
acquire an interest in the long term success of the Company.
Board believes that as such, the Plan will promote the interests of
the Company and its stockholders.
B. GENERAL TERMS AND CONDITIONS OF THE PLAN
1. Administration:
1.1 The Plan will be administered by the Board or by a committee appointed
by the Board (the "Committee"), which, if appointed, will consist of
such number of Directors of the Company as may be fixed, from time to
time, by the Board. If a Committee is not appointed, the term
"Committee", whenever used herein, shall mean the Board, unless
otherwise determined by the Company's Articles of Association. The
Board 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.
1.2 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 taken by a majority of the present members of the
Committee, at a meeting at which a majority of its members is present,
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.
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1.3 Subject to the general terms and conditions of this Plan, the
Committee shall, have the full authority in its discretion, from time
to time and at any time, to administer the Plan and to exercise all
the powers and authorities either specifically granted to it under the
Plan or which it deems necessary, or advisable, or incidental, to the
administration of the Plan, including, without limitation, the
authority to determine (i) the persons ("Grantees") to whom options to
purchase Shares Option(s)") shall be granted and the number of Options
granted to each Grantee, (ii) the number of Shares to which an Option
may relate, (iii) the time or times at which the same shall be
granted, (iv) the schedule and conditions on which such Options may be
exercised and on which such Shares shall be paid for, including the
exercise price of an Option, (v) to what extent and under what
circumstances an Option may be settled, cancelled, forfeited,
exchanged or surrendered and (vi) to construe and interpret the Plan
and any Option.
1.4 The Committee may determine that any options granted pursuant to this
Plan would be non-transferable and non-assignable, or limit such
restriction to a period of time which will not exceed three (3) years
from the Date of Grant, and/or that the Shares underlying the Options
would not be transferable or assignable during a period of time which
will not exceed the later of (i) three (3) years from the Date of
Grant or (ii) one (1) year from the date of exercise of the Option.
Such restrictions, if any, must be described in the Grant Instrument
(as defined herein).
Subject to the terms of an Option, no transfer of an Option shall be
effective and bind the Company unless the Company shall have been
furnished with (i) a written notice of the transfer and (ii) a written
agreement by the transferee to comply with the obligations and duties
imposed on the Grantee according to this Plan and the applicable Grant
Instrument. The term "Grantee" shall include, mutatis mutandis, such a
transferee.
1.5 Subject to applicable laws, the Committee may, at any time and from
time to time, suspend, terminate, revise or amend the Plan in any
respect. In no event may any action of the Company alter or impair the
fights of a Grantee, without the Grantee's consent under any Option
previously granted to the Grantee.
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1.6 The Committee may, in its sole and absolute discretion, without
amendment to the Plan, accelerate the date on which any Option granted
under the Plan becomes exercisable, waive or amend the application of
Plan provisions with respect to exercise after termination of
employment or otherwise adjust any of the terms of such Option.
1.7 No member of the Board or of the Committee shall be liable for any act
or omission or determination made in good faith with respect to the
Plan or any Option granted thereunder.
1.8 The interpretation and construction by the Committee of any provision
of the Plan or of any Option thereunder shall be final and conclusive
unless otherwise determined by the Board.
2. Eligible Grantees:
The Committee, at its sole discretion, may grant Options to any general
manager of Company and/or its subsidiaries; provided that no Option shall
be granted to Eli Aran and Moshe Schnapp. Anything in this Plan to the
contrary notwithstanding, all grants of Options to shareholders, Directors
or "Office Holders" - as such term is defined in the Israeli Companies
Ordinance (New Version), 1983, as amended from time to time (the "Companies
Ordinance"), shall be authorized and implemented only in accordance with
the provisions of the Companies Ordinance or any other applicable law.
The grant of an Option 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 stock plan or stock
option plan of the Company or its subsidiaries.
3. Shares Subject to the Plan:
3.1 Shares Available for Options
The Company has reserved 1,000,000 authorized but unissued Shares for
purposes of the Plan subject to adjustments as provided in Section 3.2
hereof.
All 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 Options under the Plan.
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3.2 Adjustment Upon Changes in Capitalization
Upon the Occurrence of any increase or decrease in the number of
issued shares of the Company resulting from a stock split, reverse
stock split, combination or reclassification of shares or the payment
of a stock dividend (bonus shares) with respect to the Company's
shares, or rights offering or other substantially similar corporate
transaction or event, the Company shall make any and all equitable
changes or adjustments necessary and appropriate in order to prevent
dilution or enlargement of the rights of Grantees under the Plan,
relating to any or all of (1) the number and kind of Shares issued or
issuable in respect of outstanding Options, and (2) the number of
Shares which have been authorized for issuance under the Plan but as
to which no Options have yet been granted or which have been returned
to the Plan upon cancellation or expiration of an Option, and (3) the
Exercise Price relating to any Option. Such adjustments shall be made
by the Committee, whose determination in that respect shall be final,
binding and conclusive.
4. Grant of Options:
4.1 The Committee in its discretion may award to Grantees Options to
purchase Shares in the Company available under the Plan.
4.2 The effective date of the grant of an Option (the "Date of Grant")
shall be the date specified by the Committee in its determination
relating to the award of such Option. The Committee shall promptly
give the Grantee written notice of the grant of an Option.
4.3 Each Option Granted under the Plan shall be evidenced by a written
instrument signed by the Company and accepted by the Grantee, which
shall be accompanied by a copy of this Plan and shall contain such
provisions as the Committee, in its sole discretion, may deem
necessary or desirable (the "Grant Instrument").
By accepting an Option, a Grantee thereby agrees that the Option on
shall be subject to all the terms and provisions of this Plan and the
applicable Grant Instrument.
4.4 The Grant Instrument shall state, inter alia, the number of Shares
covered thereby, the dates when the Option may be exercised, the
Exercise Price, and such other terms and conditions as the Committee
at its discretion may prescribe, provided that they are consistent
with this Plan.
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5. Exercise Price:
The Committee, at its sole discretion, shall determine the exercise price
per share of the Options; provided that the exercise price per share shall
not be less than 70% of the average closing price, as reported by The
Nasdaq Stock Market, Inc., of the Class A Ordinary Shares during the 90
calendar days prior to the date of grant.
6. Exercise of Options:
6.1 Options shall be exercisable pursuant to the terms and conditions of
the Plan and the applicable Grant Instrument
6.2 The exercise of an Option shall be made by a written notice of
exercise (the "Notice of Exercise") delivered by the Grantee to the
Company at its principal executive office, to the attention of its
Secretary, no less than one business day in advance of the date of the
proposed exercise. The Notice of Exercise shall be accompanied by the
relevant Grant Instrument and shall specify the number of Shares with
respect to which the Option is being exercised, the date of the
proposed exercise and such other terms and conditions as the Committee
shall prescribe from time to time, and shall be signed by the Grantee.
Payment for the Shares purchased upon the exercise of an Option shall
be made on the date of such exercise by either of the following means:
in cash, by certified check or bank cashier's check payable to the
order of the Company or wire transfer to a bank account specified by
the Company, or such other method of payment acceptable and approved
by the Company.
6.3 An Option may be exercised for all or any portion of the Shares to
which it is exercisable at the time of such exercise. The partial
exercise of an Option shall not cause the expiration, termination or
cancellation of the remaining unexercised portion thereof.
6.4 Exercise of an Option shall be for a whole number of Shares and no
fractional Shares shall be issued or delivered upon exercise of an
Option. The Committee shall determine whether cash, other Options, or
other property shall be issued or paid in lieu of such fractional
shares, if any, or whether such fractional shares or any fights
thereto shall be forfeited or otherwise eliminated.
6.5 Certificates for Shares purchased upon exercise of an Option should be
issued in the name of the Grantee and delivered to the Grantee as soon
as practicable following the date on which the Option is exercised.
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6.6 Without derogating from the rights and powers of the Committee under
Section 4 hereof, unless otherwise specified in the Grant Instrument,
each Option under the Plan shall be for a term of four (4) years
commencing on the Date of Grant.
Anything herein to the contrary notwithstanding, but without
derogating from the provisions of Section 7 hereof, if any Option has
not been exercised and the Shares covered thereby not paid for within
four (4) years after the Date of Grant (or any other period set forth
in the Grant Instrument), such Option and the right to acquire such
Shares shall terminate, and all interests and rights of the Grantee in
and to the same shall ipso facto expire.
6.7 In the event of the proposed dissolution or liquidation of the
Company, each Option shall be considered exercised prior to such
action, subject to the payment of the Exercise Price by the Grantee
within 30 days of receiving notice of such action from the Company or
in its behalf. In the event of a consolidation or the merger of the
Company with or into another corporation, each Option shall be
substituted by an equivalent option or stock of the Company's
successor corporation or a parent or subsidiary of such successor
corporation, or any other compensation determined by the Committee.
7. Termination of Employment:
7.1 In the event that the employment of a Grantee with the Company or its
subsidiaries shall be terminated for any reason other than those
specified in section 7.2 hereunder, then the Options granted to such
Grantee shall expire upon such termination,
7.2 In the event that the employment of a Grantee with the Company or its
subsidiaries shall be terminated by the Company without Cause (as
defined hereinafter) or for reason of Retirement, Disability (as
defined hereinafter) or death, then the Options granted to such
Grantee shall remain exercisable for the remainder of the term of the
Option.
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7.3 "Cause" shall mean (i) the willful and the continued failure by the
Grantee to perform his duties (including the duty of care and the
fiduciary duty as set forth in the Companies Ordinance) and
obligations to the Company or its subsidiaries (other than any such
failure resulting from Retirement or Disability as hereinafter
defined) or (ii) the willful engaging by the Grantee in misconduct
which is injurious to the Company. For the purpose of this section, no
act, or failure to act, on a Grantee's part shall be considered
"willful" unless done, or omitted to be done, by the Grantee in a
manner inconsistent with the standard of care which a reasonable
officer at his position would have applied in the circumstances,
and/or with lack of good faith and not in the best interest of the
Company. Notwithstanding the above, an act or omission by a Grantee
shall not be deemed "willful" if the Company had approved the action
or omission of the Grantee, in accordance to the provisions of the
Companies Ordinance including Sections 96-41 and 96-44 thereof.
"Disability" shall mean any physical or mental condition which
qualifies a Grantee for a disability benefit under the National
Insurance Law [Consolidated Version], 1995, as amended, and which
prevents the Grantee from continuing the work in his, or a comparable
position. Determination of a Disability shall be made by a physician
selected by the Grantee and approved by the Committee.
"Retirement" shall mean the termination of a Grantee's employment as a
result of his reaching the legal age for retirement or the age for
retirement specified in his employment agreement,
8. Rights as a Shareholder:
8.1 No person shall have any rights as a shareholder with respect to any
Shares covered by or relating to any Option, until the date of the
allotment of such Shares.
8.2 All Shares issued upon the exercise of Options granted under the Plan
shall entitle the Grantee thereof to receive dividends with respect
thereto, and to vote the same at any meeting of the shareholders of
the Company, and all other fights attached to the Class A Ordinary
Shares of the Company as set in the Articles of Association of the
Company.
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9. Term of Plan:
The Plan shall become effective on the date on which it will be authorized
by the general meeting of the shareholders of the Company, and shall expire
on December 21, 2008, except as to Options outstanding on that date.
10. Tax Consequences:
All tax consequences under any applicable law arising from the grant or
exercise of any Option, from the payment for, or the subsequent disposition
of, Shares covered thereby or from any other event or act (of the Company
or the Grantee) in connection with any of the foregoing, shall be borne
solely by the Grantee, and the Grantee shall indemnify the Company and hold
it 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 payments made to the Grantee.
11. Miscellaneous:
11.1 Continuance of Employment: Neither the Plan nor the grant of an Option
thereunder shall impose any obligation on the Company to continue the
employment of any Grantee, and nothing in the Plan or in any Option
granted pursuant thereto shall be deemed as conferring upon any
Grantee any fight to continue in the employ of the Company, or
restrict the fight of the Company to terminate such employment at any
time.
11.2 Governing Law: The Plan and all instruments issued thereunder or in
connection therewith, shall be governed by, and interpreted in
accordance with the laws of the State of Israel.
11.3 Multiple Agreements: There is no obligation for uniformity of
treatment for Grantees, and the terms of each Option may differ from
other Options granted under the Plan at the same time, or at any other
time. The Committee may also grant more than one Option to a given
Grantee during the term of the Plan, either in addition to, or in
substitution for, one or more Options previously granted to the
Grantee. The grant of multiple Options may be evidenced by a single
Notice of Grant or multiple Notices of Grant as determined by the
Committee.
11.4 Non-Exclusivity of the Plan: The adoption of the Plan by the Board
shall not be construed as amending, modifying or rescinding any
previously approved incentive arrangement or as creating any
limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including, without limitation,
the granting of stock options otherwise than under the Plan, and such
arrangements may be either applicable generally or only in specific
cases.
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