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EXHIBIT 4(c)(7)
TECNOMATIX TECHNOLOGIES LTD.
THE 2003 GLOBAL SHARE OPTION PLAN
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TABLE OF CONTENTS
<Table>
1. PURPOSE OF THE PLAN..................................................3
2. DEFINITIONS..........................................................3
3. ADMINISTRATION OF THE PLAN...........................................5
4. ELIGIBILITY OF PARTICIPANTS..........................................6
5. AUTHORIZED AND RESERVED SHARES UNDER THE PLAN........................6
6. PURCHASE PRICE.......................................................7
7. ADJUSTMENTS..........................................................9
8. TERM AND EXERCISE OF OPTIONS.........................................9
9. VESTING OF OPTIONS..................................................10
10. PURCHASE FOR INVESTMENT............................................10
11. DIVIDENDS..........................................................11
12. RESTRICTIONS ON ASSIGNABILITY, TRANSFER AND SALE OF OPTIONS........11
13. EFFECTIVE DATE AND TERM OF THE PLAN................................11
14. AMENDMENTS OR TERMINATION OF THE PLAN..............................11
15. CONTINUANCE OF EMPLOYMENT..........................................12
16. GOVERNMENT REGULATIONS; GOVERNING LAW AND JURISDICTION.............12
17. TAX CONSEQUENCES...................................................13
18. NON-EXCLUSIVITY OF THE PLAN........................................13
19. MULTIPLE AGREEMENTS................................................13
20. RULES PARTICULAR TO SPECIFIC COUNTRIES.............................13
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2003 GLOBAL SHARE OPTION PLAN
This Plan, as amended from time to time, shall be known as the Tecnomatix
Technologies Ltd. 2003 Global Share Option Plan.
1. PURPOSE OF THE PLAN
The Plan is intended to provide an incentive to retain, in the employ of
the Company (as defined below) and its Subsidiaries (as defined below),
persons of training, experience and ability; to attract new employees,
officers, directors, consultants and advisers to the Company; to encourage
the sense of proprietorship of such persons and to stimulate the active
interest of such persons in the development and financial success of the
Company by providing them with opportunities to purchase shares in the
Company.
2. DEFINITIONS
For purposes of interpreting the Plan and related documents (including the
Option Agreement and the appendixes to the Plan), the following
definitions shall apply:
2.1 "BOARD" means the Board of Directors of the Company.
2.2 "CAUSE" means (i) conviction of any felony involving moral turpitude
or affecting the Company or its affiliates; (ii) any refusal to
carry out a reasonable directive of the Company's Board, Chief
Executive Officer or any of the Optionee's supervisors, which
involves the business of the Company or its affiliates and could
have been lawfully performed; (iii) embezzlement of funds of the
Company or its affiliates; (iv) any breach of the Optionee's
fiduciary duties or duties of care to the Company or its affiliates;
including without limitation disclosure of confidential information
of the Company or its affiliates to any third parties; and (v) any
conduct (other than conduct in good faith) reasonably determined by
the Board to be materially detrimental to the Company or its
affiliates.
2.3 "CHAIRMAN" means the Chairman of the Committee.
2.4 "CODE" means the United States Internal Revenue Code of 1986, as now
in effect or as hereafter amended or any successor act.
2.5 "COMMITTEE" means a compensation committee of the Board, designated
from time to time by the resolution of the Board, which shall
consist of no fewer than two members of the Board. The Committee
shall consist of directors who are "outside directors" as defined in
Section 162(m) of the Code and "Non-Employee Directors" as defined
in Rule 16b-3 promulgated by the Securities and Exchange Commission
under the Exchange Act.
2.6 "COMPANIES LAW" means the Israeli Companies Law 5759-1999, as now in
effect or as hereafter amended or any successor law.
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2003 GLOBAL SHARE OPTION PLAN
2.7 "COMPANY" means Tecnomatix Technologies Ltd., an Israeli company.
2.8 "DATE OF GRANT" means the date of grant of an Option that shall be
determined by the Board pursuant to the recommendation of the
Committee as set forth in the Option Agreement.
2.9 "EMPLOYEE" means a person who is employed by the Company or any
Subsidiary.
2.10 "EXCHANGE ACT" means the United States Securities Exchange Act of
1934, as now in effect or as hereafter amended or any successor act.
2.11 "EXPIRATION DATE" means the date upon which an Option shall expire,
as set forth in Section 8.2 of the Plan.
2.12 "FAIR MARKET VALUE" means as of any date, the value of a Share
determined as follows:
(i) If the Shares are listed on any established stock exchange
or a national market system, including without limitation
the Nasdaq National Market system, or the Nasdaq SmallCap
Market of the Nasdaq Stock Market, the Fair Market Value
shall be the closing sale price for such Shares (or the
closing bid, if no sales were reported), as quoted on such
exchange or system for the last market trading day prior to
the Date of Grant or the date of determination, as the case
may be, Fair Market Value as reported in the Wall Street
Journal, or such other source as the Committee deems fit;
(ii) If the Shares are regularly quoted by one or more recognized
securities dealers, but sale prices are not reported, the
Fair Market Value shall be the mean between the highest bid
and lowest asked prices for the Shares on the last market
trading day prior to the Date of Grant or date of
determination, as the case may be; or
(iii) In the absence of an established market for the Shares, the
Fair Market Value thereof shall be determined in good faith
by the Committee.
2.13 "OPTION" means an option to purchase one or more Shares pursuant to
the Plan.
2.14 "OPTION AGREEMENT" means the share option agreement to be signed
between the Company and an Optionee that evidences and sets out the
terms and conditions of an Option.
2.15 "OPTIONEE" means a person who has been granted or holds an Option
under the Plan.
2.16 "PLAN" means this 2003 Global Share Option Plan.
2.17 "PURCHASE PRICE" means the exercise price to be paid by an Optionee
for each Share subject to an Option.
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2003 GLOBAL SHARE OPTION PLAN
2.18 "SECURITIES ACT" means the United States Securities Act of 1933, as
now in effect or as hereafter amended or any successor act.
2.19 "SERVICE PROVIDER" means a director, consultant or adviser of the
Company or any Subsidiary.
2.20 "SHARE" means the ordinary share, NIS 0.01 par value, of the
Company.
2.21 "SUBSIDIARY" means any company (other than the Company) which now
exists or is hereafter organized or acquired by the Company in an
unbroken chain of companies beginning with the Company if, at the
time of granting an Option, each of the companies other than the
last company in the unbroken chain owns shares representing fifty
percent (50%) or more of the total combined voting power of all
classes of shares in one of the other companies in such chain.
2.22 "SUCCESSOR COMPANY" means any entity (i) into which the Company is
merged, reorganized or consolidated with or by which the Company is
acquired; (ii) that acquires all or substantially all of the assets
of the Company; or (iii) the parent company or subsidiary of such
entity.
2.23 "TRANSACTION" means (i) a merger, acquisition, consolidation or
reorganization of the Company with one or more other entities in
which the Company is not the surviving entity; and (ii) a sale of
all or substantially all of the assets of the Company to any third
party other than a Subsidiary.
2.24 "VESTED OPTION" means any Option or a portion thereof which has
vested according to the Vesting Dates.
2.25 "VESTING DATES" means, as determined by the Committee, the dates as
of which the Optionee shall be entitled to exercise an Option or a
portion of the Option as set forth in Section 9 of the Plan.
3. ADMINISTRATION OF THE PLAN
3.1 The Board shall have the power to administer the Plan. To the extent
permitted under applicable law, the Board may delegate its powers
under the Plan or any part thereof to the Committee. Notwithstanding
the foregoing, the Board may exercise, at any time and from time to
time, any and all powers previously delegated to the Committee with
respect to the Plan.
3.2 The Committee, if appointed, shall select one of its members as its
Chairman and shall hold its meetings at such times and places as the
Chairman shall determine. The Committee shall keep records of its
meetings and shall regulate the conduct of its business as it shall
deem advisable.
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2003 GLOBAL SHARE OPTION PLAN
3.3 Subject to the delegation of powers by the Board and any applicable
law, the Committee shall have the power and authority: (i) to
recommend to the Board the designated Optionees and the number and
type of Options to be granted to such Optionees; (ii) to determine
the terms and provisions of the Option Agreements (which need not be
similar) including but not limited to the time(s) when and the
extent to which the Options may be exercised and any restrictions
regarding transferability or forfeiture of the Options or the
underlying Shares; (iii) to accelerate the vesting schedule of any
previously granted Option, in whole or in part; (iv) to determine
the Fair Market Value of the Shares; and (v) to interpret the
provisions and supervise the administration of the Plan and
determine any other matter which is necessary or desirable for, or
incidental to, the administration of the Plan.
3.4 The power to grant and issue options shall remain with the Board and
the Committee may not grant Options to the Optionees; PROVIDED,
HOWEVER, that the Committee may issue Shares underlying Options
which have been granted by the Board and duly exercised by the
Optionees pursuant to the provisions hereof, all subject to the
provisions of the Companies Law.
3.5 The Board shall have the authority to grant, in its discretion, to
the holder of an outstanding Option, in exchange for the surrender
and cancellation of such Option, a new Option having a purchase
price equal to or lower than or higher than the Purchase Price of
the original Option so surrendered and canceled, and containing such
other terms and conditions as the Board may prescribe in accordance
with the provisions of the Plan and all applicable law, PROVIDED,
HOWEVER that the rights of the Optionee shall not be prejudiced by
such action without the consent of the Optionee.
3.6 The interpretation and construction by the Committee of any
provision of the Plan or of any Option Agreement thereunder shall be
final and conclusive unless otherwise determined by the Board.
3.7 Subject to the Company's Articles of Association and the Company's
resolution, and to all approvals legally required, including, but
not limited to the provisions of the Companies Law, each member of
the Board or the Committee shall be indemnified and held harmless by
the Company against any cost or expense (including counsel fees)
reasonably incurred by him or her, or any liability (including any
sum paid in settlement of a claim with the approval of the Company)
arising out of any act or omission to act in connection with the
Plan unless arising out of such member's own fraud or bad faith, to
the extent permitted by applicable law. Such indemnification shall
be in addition to any rights of indemnification such member may have
as a director or otherwise under the Company's Articles of
Association, any agreement, vote of shareholders or disinterested
directors, insurance policy or otherwise.
4. ELIGIBILITY OF PARTICIPANTS
4.1 The persons eligible to participate in the Plan shall be Employees
or Service Providers. The grant of an Option hereunder shall neither
entitle the Optionee to participate nor disqualify him or her from
participating in, any other grant of Options pursuant to the Plan or
any other option or share plan of the Company or any of its
affiliates.
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2003 GLOBAL SHARE OPTION PLAN
4.2 Anything in the Plan to the contrary notwithstanding, all grants of
Options to directors and officers shall be authorized and
implemented in accordance with the provisions of the Companies Law.
5. AUTHORIZED AND RESERVED SHARES UNDER THE PLAN
5.1 There are 430,000 (four hundred thirty thousand) Shares authorized
for grant under the Plan, subject to adjustment as set forth in
Section 7 below. Until termination of the Plan the Company shall at
all times reserve a sufficient number of Shares to meet the
requirements of the Plan. Any Shares that remain unissued and are
not subject to outstanding Options at the termination of the Plan
shall cease to be reserved for the purpose of the Plan. Should any
Option for any reason expire or be canceled prior to its exercise or
relinquishment in full by the Optionee, the Shares subject to such
Option may again be subject to an Option under the Plan.
5.2 Each Option granted pursuant to the Plan shall be evidenced by a
written Option Agreement between the Company and the Optionee, in
such form as the Committee shall from time to time approve. Each
Option Agreement shall state, among other matters, the Date of
Grant, the number of Shares to which the Option relates, the type of
Option granted thereunder, the Vesting Dates, the Purchase Price per
Share, the Expiration Date, and such other terms and conditions as
the Committee in its discretion may prescribe, provided that they
are consistent with this Plan.
6. PURCHASE PRICE
6.1 The Purchase Price of each Share subject to an Option shall be
determined by the Committee in its sole and absolute discretion in
accordance with applicable law, subject to any guidelines as may be
determined by the Board from time to time. Each Option Agreement
will indicate the Purchase Price to be paid by each Optionee.
6.2 The Purchase Price shall be payable upon the exercise of an Option
in the following acceptable forms of payment:
(i) cash, check or wire transfer.
(ii) at the discretion of the Committee, 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 Purchase Price of the Shares purchased
and acquired upon the exercise of the Option, or by a
different form of cashless exercise method through a third
party broker as approved by the Committee.
(iii) at the discretion of the Committee, any combination of the
methods of payment permitted by any paragraph of this
Section 6.2.
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2003 GLOBAL SHARE OPTION PLAN
6.3 The Purchase Price shall be denominated, at the Company's
discretion, in the currency of the primary economic environment of
either the Company or the Employee (i.e. the functional currency of
the Company or the currency in which the Employee is paid).
7. ADJUSTMENTS
Upon the occurrence of any of the following events, the Optionee's rights
to purchase Shares under the Plan shall be adjusted as hereafter provided:
7.1 In the event of a Transaction, the unexercised Options then
outstanding under the Plan shall be assumed or substituted pursuant
to the provisions of Section 7.3. In the case of such assumption
and/or substitution of Options, appropriate adjustments shall be
made to the Purchase Price and to all other terms and conditions of
the Option Agreements as determined by the Committee to be fair and
reasonable in the circumstances, which determination shall be in
their sole discretion and final. The Company shall notify the
Optionee of the Transaction in such form and method as it deems fit
prior to the effective date of such Transaction.
7.2 Notwithstanding the above and subject to all applicable law, the
Committee may determine that in certain Option Agreements there
shall be a provision to the effect that if a Transaction occurs and
the Successor Company does not agree to assume the Options, the
Vesting Dates of outstanding Options under the Plan shall be
accelerated so that any unvested Option or any portion thereof shall
be immediately vested prior to the effective date of the Transaction
or provide for the cancellation of outstanding Options at the
closing of the Transaction, against payment to the Optionee of an
amount in cash, securities or other assets equal to (a) the fair
market value of the Shares covered by the Option as reflected under
the terms of the Transaction (such fair market value being
determined by the Committee in its discretion), minus (b) the total
Exercise price under such Option.
7.3 For the purposes of section 7.1 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 in shares, options, cash, or other securities or property)
received in the Transaction by holders of shares of the Company 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 in ordinary shares (or their equivalent) of the Successor
Company the Committee may, in its discretion provide that the
consideration to be received upon the exercise of the Option shall
be solely in ordinary shares (or their equivalent) of the Successor
Company equal in their fair market value (such fair market value
being determined by the Committee in its discretion) to the per
Share consideration received by holders of a majority of the
outstanding shares of the Company in the Transaction; and provided
further that the Committee may determine, in its sole discretion,
that in lieu of such assumption or substitution of Options for
options of the Successor Company, such Options will be substituted
for any other type of asset or property including cash that is fair
under the circumstances as determined by the Committee in its
discretion. Notwithstanding the foregoing, in the event of a
Transaction, the Committee may determine in its sole discretion that
upon completion of such Transaction, the terms of any Option be
otherwise amended and modified, as the Committee shall deem in good
faith to be appropriate and fair.
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2003 GLOBAL SHARE OPTION PLAN
7.4 If the Company is voluntarily liquidated or dissolved while
unexercised Vested Options remain outstanding under the Plan, the
Company shall, as such time that the voluntary liquidation or
dissolution effectively commences, notify all the pertinent
Optionees of such voluntary liquidation or dissolution, and such
Optionees shall then have ten (10) days to exercise any unexercised
Vested Options held by them at that time, in accordance with the
exercise procedure set forth herein. Upon the expiration of such
ten-day period, all the remaining outstanding Options will expire
immediately.
7.5 If the outstanding Shares shall at any time be changed or exchanged
by declaration of a share dividend (bonus shares), share split or
reverse 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 Plan and/or subject to any Options
previously granted, and the Purchase Prices of such Options, shall
be appropriately and equitably adjusted so as to maintain the
proportionate number of Shares without changing the aggregate
Purchase Price of such Options; PROVIDED, HOWEVER, that no
adjustment shall be made by reason of the distribution of
subscription rights (rights offering) on Shares or distribution of
shares of a spun off subsidiary or division. Upon the occurrence of
any of the foregoing, the class and aggregate number of Shares
issuable pursuant to the Plan (as set forth in Section 5 hereof), in
respect of which Options have not yet been exercised, shall be and
other related terms and conditions of the Option shall be
appropriately adjusted (all as determined by the Committee or the
Board whose determination shall be final).
8. TERM AND EXERCISE OF OPTIONS
8.1 Options shall be exercised by a written notice of exercise and
remitting payment of the Purchase Price for the exercised Options by
the Optionee to the Company or to any third party designated by the
Company (the "REPRESENTATIVE"), in such form and method as may be
determined by the Company, which exercise shall be effective upon
receipt of such notice by the Company or the Representative and the
payment of the Purchase Price at the Company's or the
Representative's principal office pursuant to Section 6.2. The
notice shall specify the number of Shares with respect to which the
Option is being exercised.
8.2 Options, to the extent not previously exercised, shall terminate
upon the earlier of: (i) the date set forth in the Option Agreement;
(ii) the expiration of ten (10) years from the Date of Grant; or
(iii) the expiration of the periods specified in any of the events
set forth in Section 8.5.
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2003 GLOBAL SHARE OPTION PLAN
8.3 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 have
become vested and exercisable, prior to the Expiration Date, and
provided that, subject to the provisions of Section 8.5, the
Optionee is an Employee or a Service Provider at all times during
the period beginning on the Date of Grant of the Option and ending
upon the date of exercise of the Option.
8.4 Subject to the provisions of Section 8.5, in the event of a
termination of the Optionee's employment or service with the Company
or any of its Subsidiaries either by the Optionee or the Company or
as a result of the disability or death of the Optionee, as the case
may be (each, a "Termination of Employment"), all Options granted to
such Optionee shall immediately expire. The date of (i) notice of
termination of employment or service provided by the Company or the
Subsidiary or the Optionee, as the case may be, to the other party;
or (ii) the occurrence of the disability or death of the Optionee,
(the "Date of Termination") shall be deemed to be the date of
Termination of Employment (the "Date of Termination"). In case of
Termination of Employment, the unvested portion of the Optionee's
Option shall be null and void.
8.5 Notwithstanding anything to the contrary hereinabove, solely Vested
Options may be exercised after the Date of Termination if:
8.5.1 the termination of employment or service is made by the
Company or a Subsidiary without Cause, the Vested Options
still in force and unexpired may be exercised within a
period of thirty (30) days after the Date of Termination.;
or
8.5.2 the termination of employment or service is the result of
death or disability of the Optionee, the Vested Options
still in force and unexpired may be exercised by the
Optionee's legal representative, heir or legatee within a
period of twelve (12) months after the Date of Termination;
or
8.5.3 prior to the Date of Termination, the Committee shall
authorize an extension of the term of all or part of the
Vested Options beyond the Date of Termination for a period
not to exceed the period for which the Options by their
terms would otherwise have been exercisable.
For avoidance of any doubt, if the Company or a Subsidiary
terminates the employment or service of an Optionee for Cause, any
outstanding unexercised Options (whether vested or not) will
immediately expire and terminate, and the Optionee shall not have
any right in respect of such outstanding Options.
8.6 The Optionees shall not have any of the rights or privileges of
shareholders of the Company in respect of any Shares issuable upon
the exercise of an Option, nor shall they be deemed to be a class of
shareholders or creditors of the Company for the purpose of all
applicable law, including the Companies Law, until registration of
the Optionee as a holder of such Shares in the Company's register of
shareholders with its agent in the U.S., American Stock Transfer and
Trust Company, following the exercise of the Option in accordance
with the provisions of the Plan.
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2003 GLOBAL SHARE OPTION PLAN
8.7 Any form of Option Agreement authorized by the Plan may contain such
other provisions, not inconsistent with the Plan, as the Committee
may, from time to time, deem advisable.
9. VESTING OF OPTIONS
9.1 Subject to the provisions of the Plan, Options shall vest at the
Vesting Dates set forth in the Option Agreement. However, no Option
shall be exercised after the Expiration Date.
9.2 The Committee may vary the vesting provisions of Options in
different Option Agreement and/or between Optionees.
9.3 The vesting of an Option shall not accrue during any unpaid vacation
of the Optionee.
10. PURCHASE FOR INVESTMENT
The Company's obligation to issue or allocate the Shares upon exercise of
an Option granted under the Plan is expressly conditioned upon: (a) the
Company's completion of any registration or other qualifications of such
Shares under all applicable laws, rules and regulations or (b)
representations and undertakings by the Optionee (or his legal
representative, heir or legatee, in the event of the Optionee's death) to
assure that the sale of the Shares complies with any registration
exemption requirements which the Company in its sole discretion shall deem
necessary or advisable. Such required representations and undertakings may
include representations and agreements that such Optionee (or his legal
representative, heir, or legatee): (a) is purchasing such Shares for
investment purposes only and not with any present intention of selling or
otherwise disposing thereof; and (b) agrees to have placed upon the face
and reverse of any certificates evidencing such Shares a legend setting
forth (i) any representations and undertakings which such Optionee has
given to the Company or a reference thereto and (ii) that, prior to
effecting any sale or other disposition of any such Shares, the Optionee
must furnish to the Company an opinion of counsel, satisfactory to the
Company, that such sale or disposition will not violate the applicable
laws, rules, and regulations, whether of the State of Israel or of the
United States or any other State having jurisdiction over the Company and
the Optionee.
11. DIVIDENDS
With respect to all Shares allocated or issued upon the exercise of
Options by the Optionee, the Optionee shall be entitled to receive
dividends proportionate to the amount of such Shares, subject to the
provisions of the Company's Articles of Association (and all amendments
thereto) and subject to any applicable taxation on distribution of
dividends.
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12. RESTRICTIONS ON ASSIGNABILITY, TRANSFER AND SALE OF OPTIONS
No Option or any right with respect thereto, purchasable hereunder,
whether fully paid or not, may be assigned, transferred or given as
collateral nor any right with respect thereto may be given to any third
party whatsoever, other than by will or the laws of descent and
distribution or as specifically otherwise allowed under the Plan, and
during the lifetime of the Optionee each and all of such Optionee's rights
to purchase Shares hereunder shall be exercisable only by the Optionee.
Any action made in contradiction to the aforesaid shall be null and void.
13. EFFECTIVE DATE AND TERM OF THE PLAN
13.1 Subject to Section 13.2, the Plan shall be effective as of December
9, 2002 (the date on which the Plan was adopted by the Board) (the
"Effective Date") and shall terminate upon the expiration of ten
(10) years from the Effective Date on December 8, 2012 (the
"Termination Date"). No option may be granted under the Plan after
the Termination Date.
13.2 The Plan shall be approved by the shareholders of the Company, which
approval shall be received within twelve (12) months following the
Effective Date of the Plan. All and any grants of Options to
Optionees under the Plan as of the Effective Date shall be subject
to the said shareholders approval.
14. AMENDMENTS OR TERMINATION OF THE PLAN
14.1 The Board may at any time, subject to the provisions of Section 14.2
below and all applicable law, amend, alter, suspend or terminate the
Plan, PROVIDED, HOWEVER, that (i) the Board may not extend the term
of the Plan specified in Section 13.1 and (ii) no amendment,
alteration, suspension or termination of the Plan shall impair the
rights of any Optionee, unless mutually agreed otherwise by the
Optionee and the Company, which agreement must be in writing and
signed by the Optionee and the Company. Earlier termination of the
Plan prior to the Termination Date shall not affect the Board's
ability to exercise the powers granted to it hereunder with respect
to Options granted under the Plan prior to the date of such earlier
termination.
14.2 The Company shall obtain the approval of the Company's shareholders
for any amendment to this Plan and/or the Appendixes thereto if
shareholders' approval is required under any applicable law.
15. CONTINUANCE OF EMPLOYMENT
Neither the Plan nor any Option Agreement shall impose any obligation on
the Company or a Subsidiary to continue the employment or services of any
Optionee and nothing in the Plan or in any Option granted pursuant hereto
shall confer upon any Optionee any right to continue in the employ or
service of the Company or a Subsidiary or restrict the right of the
Company or a Subsidiary to terminate such employment or service at any
time.
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16. GOVERNMENT REGULATIONS; GOVERNING LAW AND JURISDICTION
16.1 The Plan, the grant and exercise of Options hereunder and the
obligation of the Company to sell and deliver Shares under such
Options shall be governed by, subject to, and construed and enforced
in accordance with, all applicable laws, rules, regulations,
approvals and consents of (i) the State of Israel; (ii) the United
States (iii) any other state having jurisdiction over the Company or
the Optionee; (iv) any stock exchange or quotation system on which
the Shares are listed or quoted; and (v) any governmental agencies.
Nothing herein shall be deemed to require the Company to register
the Shares under any applicable securities law of any jurisdiction.
16.2 The competent courts of Tel-Aviv, Israel shall have sole
jurisdiction in any matters pertaining to the Plan
17. TAX CONSEQUENCES
To the extent permitted by applicable law, any tax consequences to any
Optionee arising from the grant or exercise of any Option, the payment for
Shares covered thereby or any other event or act (of the Company and/or
its Subsidiaries, or the Optionee) hereunder shall be borne solely by the
Optionee. The Company and/or its Subsidiaries, as the case may be, shall
withhold taxes according to the requirements under all applicable laws,
rules, and regulations, including withholding taxes at source.
Furthermore, the Optionee shall agree to indemnify the Company and/or its
Subsidiaries, as the case may be, and hold them harmless against and from
any and all liability for any such tax, interest or penalty thereon,
including without limitation, liabilities relating to any requirement to
withhold or have withheld tax from any payment made to the Optionee.
The Company shall not be required to furnish any Share certificate to an
Optionee until all required payments have been fully made by the Optionee.
18. 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 arrangements 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 Options otherwise then under the Plan, and
such arrangements may be either applicable generally or only in specific
cases. Prior grant of options to Optionees of the Company under their
employment agreements not in the framework of any previous option plan
shall not be deemed an approved incentive arrangement for the purpose of
this section.
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19. MULTIPLE AGREEMENTS
The terms of each Option may differ from other Options granted under the
Plan at the same time, or at any other time. The Board may also grant more
than one Option to an Optionee during the term of the Plan, either in
addition to, or in substitution for, one or more Options previously
granted to such Optionee.
20. RULES PARTICULAR TO SPECIFIC COUNTRIES
Notwithstanding anything herein to the contrary, the terms and conditions
of the Plan may be adjusted with respect to Optionees who are residents of
a particular country by means of an addendum to the Plan in the form of an
appendix (the "APPENDIX"), and to the extent that the terms and conditions
set forth in the Appendix conflict with any provisions of the Plan, the
provisions of the Appendix shall govern. Terms and conditions set forth in
the Appendix shall apply only to Options issued to Optionees under the
jurisdiction of the specific country that is subject of the Appendix and
shall not apply to Options issued to any other Optionee.
14
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TECNOMATIX TECHNOLOGIES LTD.
APPENDIX - U.S.A.
TO THE 2003 GLOBAL SHARE OPTION PLAN
1. GENERAL
1.1. This appendix (the "APPENDIX") shall apply only to participants who
are residents of the United States or those who are deemed to be
residents of the United States for tax payment purposes. The
provisions specified hereunder shall form an integral part of the
2003 Global Share Option Plan (the "Plan") of Tecnomatix
Technologies Ltd. (the "Company")(, which applies to the issuance of
options to purchase Shares of the Company.
1.2. This Appendix refers solely to Options granted to U.S Optionees so
that they comply with the requirements set by the U.S law in
general, and in particular with the provisions of Sections 421
through 424 of the Code.
1.3 An option that comply with the requirements of, and is governed by,
Sections 421 through 424 of the Code shall hereinafter be referred
as an incentive stock option ("ISO"). An option, which does not
comply with the requirements of Sections 421 through 424 of the
Code, shall be referred to herein as non-qualified stock option
("NQSO"). All options granted hereunder, whether together or
separately, shall hereinafter be referred to as the "OPTIONS".
1.4 The Plan and this Appendix are complementary to each other and shall
be deemed one. In any case of contradiction, whether explicit or
implied, between the provisions of this Appendix and the Plan, the
provisions of this Appendix shall prevail with respect to Options
granted to U.S Optionees.
1.5 Any capitalized terms not specifically defined in this Appendix
shall be construed according to the interpretation given to them in
the Plan.
2. ISSUANCE OF OPTION; ELIGIBILITY
2.1 The terms and conditions upon which Options shall be issued and
exercised, including the vesting schedules and the Purchase Price,
shall be as specified in the Option Agreement to be executed
pursuant to the Plan and this Appendix.
2.2 ISOs may only be granted to Employees of the Company or any
Subsidiary. NQSOs may be granted to Employees and Service Providers
of the Company or any Subsidiary.
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3. EXERCISE OF OPTIONS
3.1 Options may be exercised by a written notice and remitting payment
of the Purchase Price by the Optionee to the Company or to any third
party designated by the Company (the "REPRESENTATIVE"), in such form
and method as may be determined by the Company, which exercise shall
be effective upon receipt by the Company or the Representative of
such notice and payment 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.
3.2 Each Option shall be exercisable as of the Vesting Dates, subject to
the provisions of the Plan; PROVIDED, HOWEVER, that no Option shall
be exercisable after the earlier of: (i) the date set forth in the
Option Agreement; (ii) in the event of the grant of ISOs, the
expiration of ten (10) years from the Date of Grant; (iii) in the
event of the grant of ISOs to Ten Percent Shareholders (as defined
in Section 4 below), the expiration of five (5) years from the Date
of Grant; or (iv) the expiration of the periods set forth in Section
8.5 of the Plan.
3.3 To the extent the aggregate Fair Market Value (determined at the
Date of Grant) of the Company's shares with respect to which ISOs
are exercisable for the first time by any Optionee during any
calendar year under all the stock option plans of the Company and
its affiliates exceeds US $100,000 the Options or portions thereof
which exceed such limit (according to the order in which they were
granted) shall be treated as NQSO.
4. PURCHASE PRICE
The Purchase Price of an ISO shall be determined subject to the following:
(i) in case of an ISO granted to a Ten Percent Shareholder (as defined
below), the Purchase Price shall be not less than one hundred and
ten percent (110%) of the Fair Market Value per Share on the Date of
Grant.
"Ten Percent Shareholder" shall mean a person who owns shares
representing more than ten percent (10%) of the total combined
voting power of all classes of shares of the Company or of any of
its affiliates.
(ii) in case of an ISO granted to any Employee, the Purchase Price shall
be not less than one hundred percent (100%) of the Fair Market Value
per Share on the Date of Grant.
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5. EFFECTIVE DATE AND TERM OF THE APPENDIX
5.1 Subject to Section 5.2, this Appendix shall be effective as of
December 9, 2002 (the "Effective Date") and shall terminate upon the
expiration of ten (10) years from the Effective Date on December 8,
2012 (the "Termination Date"). No ISO may be granted under the
Appendix after the Termination Date.
5.2 The Appendix shall be approved by the shareholders of the Company,
which approval shall be received within twelve (12) months following
the Effective Date. All and any grants of ISOs to Optionees under
this Appendix as of the Effective Date shall be subject to the said
shareholders approval.
6. AMENDMENT TO THE PLAN AND APPENDIX
The Company shall obtain the approval of its shareholders for any
amendment to the Plan and this Appendix if shareholders' approval is
required under any applicable law, including Section 422 of the Code,
which approval shall be received not later than twelve (12) months after
the adoption of such amendment by the Board.
7. TAX CONSEQUENCES
To the extent permitted by applicable law, any tax consequences arising
from the grant or exercise of any Option, from the payment for Shares
covered thereby or from any other event or act (of the Company and/or its
Subsidiaries, or the Optionee), hereunder, shall be borne solely by the
Optionee. The Company and/or its Subsidiaries shall withhold taxes
according to the requirements under the applicable laws, rules, and
regulations, including withholding taxes at source. Furthermore, the
Optionee shall agree to indemnify the Company and/or its Subsidiaries 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 Optionee.
The Company shall not be required to release any Share certificate to an
Optionee until all required payments have been fully made.
8. CONVERSION OF ISOS INTO NQSOS; TERMINATION OF ISOS
The Board, at the written request of any Optionee, may in its discretion
take such actions as may be necessary to convert such Optionee's ISOs (or
any portions thereof) that have not been exercised on the date of
conversion into NQSOs at any time prior to the expiration of such ISOs,
regardless of whether the Optionee is an Employee of the Company or a
Subsidiary at the time of such conversion. Such actions may include, but
not be limited to, extending the exercise period or reducing the Purchase
Price of the unexercised portion of such Options. At the time of such
conversion, the Board (with the consent of the Optionee) may impose such
conditions on the exercise of the resulting NQSOs as the Board in its
discretion may determine, provided that such conditions shall not be
inconsistent with the Plan and/or this Appendix. Nothing in the Plan
and/or this Appendix shall be deemed to give any Optionee the right to
have such Optionee's ISOs converted into NQSOs, and no such conversion
shall occur unless and until the Board takes appropriate action. The
Board, with the consent of the Optionee, may also terminate any portion of
any ISO that has not been exercised at the time of such conversion.
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9. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION
Each Employee who receives an ISO must agree to notify the Company in
writing immediately after the Employee makes a Disqualifying Disposition
of any Shares acquired upon the exercise of an ISO. A Disqualifying
Disposition shall mean any disposition (including any sale) of such Shares
before the later of: (a) two (2) years after the Date of Grant of the ISO
to the Employee, or (b) one (1) year after the date of exercise of the ISO
by the Employee. If the Employee has died before such Shares are sold,
these holding period requirements shall not apply and no Disqualifying
Disposition can occur thereafter.
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TECNOMATIX TECHNOLOGIES LTD.
APPENDIX - ISRAEL
TO THE 2003 GLOBAL SHARE OPTION PLAN
1. GENERAL
1.1 This appendix (the "APPENDIX") shall apply only to participants who are
residents of the State of Israel or those who are deemed to be residents
of the State of Israel for tax payment purposes. The provisions specified
hereunder shall form an integral part of the 2003 Global Share Option Plan
(the "PLAN") of Tecnomatix Technologies Ltd. (the "Company") that applies
to the issuance of Options to purchase Shares of the Company.
1.2 This Appendix is effective with respect to Options granted as of January
1, 2003 and shall comply with the provisions of Amendment No. 132 to the
Ordinance.
1.3 This Appendix refers solely to Options granted to Israeli Optionees so
that they comply with the requirements set by the Israeli law in general,
and in particular with the provisions of Section 102 of the Ordinance.
1.4 The Plan and this Appendix are complementary to each other and shall be
deemed one. In any case of contradiction, whether explicit or implied,
between the provisions of this Appendix and the Plan, the provisions of
this Appendix shall prevail with respect to Options granted to Israeli
Optionees.
1.5 Any capitalized terms not specifically defined in this Appendix shall be
construed according to the interpretation given to them in the Plan.
2. DEFINITIONS
2.1 "AFFILIATE" means any "employing company" within the meaning of Section
102(a) of the Ordinance.
2.2 "APPROVED 102 OPTION" means an Option granted pursuant to Section 102(b)
of the Ordinance and held in trust by a Trustee for the benefit of the
Optionee.
2.3 "CAPITAL GAIN OPTION" or "CGO" means an Approved 102 Option elected and
designated by the Company to qualify under the capital gain tax treatment
in accordance with the provisions of Section 102(b)(2) of the Ordinance.
2.4 "CONTROLLING SHAREHOLDER" shall have the meaning ascribed to it in Section
32(9) of the Ordinance.
2.5 "EMPLOYEE" means a person who is employed by the Company or its
Affiliates, including an individual who is serving as a director or an
office holder, but excluding any Controlling Shareholder.
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2.6 "ITA" means the Israeli Tax Authorities.
2.7 "NON-EMPLOYEE" means a consultant, adviser, service provider or
Controlling Shareholder.
2.8 "ORDINARY INCOME OPTION" or "OIO" means an Approved 102 Option elected and
designated by the Company to qualify under the ordinary income tax
treatment in accordance with the provisions of Section 102(b)(1) of the
Ordinance.
2.9 "OPTION" means an option to purchase one or more Shares of the Company
pursuant to the Plan.
2.10 "102 OPTION" means an Option granted to an Employee pursuant to Section
102 of the Ordinance.
2.11 "3(I) OPTION" means an Option granted to a Non- Employee pursuant to
Section 3(i) of the Ordinance.
2.12 "ORDINANCE" means the Israeli Income Tax Ordinance [New Version] 1961 as
now in effect or as hereafter amended or any successor law.
2.13 "SECTION 102" means Section 102 of the Ordinance and any regulations,
rules, orders or procedures promulgated thereunder as now in effect or as
hereafter amended.
2.14 "TRUSTEE" means any individual appointed by the Board and/or the Committee
to serve as a trustee and approved by the ITA, all in accordance with the
provisions of Section 102(a) of the Ordinance.
2.15 "UNAPPROVED 102 OPTION" means an Option granted pursuant to Section 102(c)
of the Ordinance and not held in trust by a Trustee.
3. DESIGNATION OF PARTICIPANTS
3.1 The persons eligible to participate in the Plan and this Appendix shall
include any Employees and/or Non-Employees of the Company or any
Affiliate; PROVIDED, HOWEVER, that (i) Employees may only be granted 102
Options; and (ii) Non-Employees may only be granted 3(i) Options.
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4. DESIGNATION OF OPTIONS PURSUANT TO SECTION 102
4.1 The Company may designate Options granted to Employees as Unapproved 102
Options or Approved 102 Options, subject to the terms and conditions set
forth in Section 102.
4.2 The grant of Approved 102 Options shall be made under this Appendix and
shall be conditioned upon the approval of this Appendix by the ITA.
4.3 Approved 102 Options may either be classified as Capital Gain Options or
Ordinary Income Options.
4.4 Approved 102 Option 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 CGO.
4.5 Approved 102 Option 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 OIO.
4.6 No Approved 102 Options may be granted under this Appendix to any eligible
Employee, unless and until, the Company's election of the type of Approved
102 Options granted to Employees as either CGO or OIO (the "ELECTION") is
appropriately filed with the ITA. Such Election shall become effective
beginning the first Date of Grant of an Approved 102 Option under this
Appendix 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 of the Ordinance. Such Election shall
not prevent the Company from granting Unapproved 102 Options concurrently
under the Plan and this Appendix.
4.7 All Approved 102 Options will be held in trust by a Trustee, as described
in Section 5 below.
4.8 The terms and conditions upon which Options shall be issued and exercised
shall be as specified in the Option Agreement to be executed pursuant to
the Plan and this Appendix. Each Option Agreement shall state, inter alia,
the Date of Grant, 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 schedule and the Purchase Price.
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5. TRUSTEE
5.1 Approved 102 Options which shall be granted under the Plan and/or any
Shares issued upon the exercise of such Approved 102 Options and/or other
Shares received subsequently following any realization of rights,
including without limitation bonus shares, shall be allocated or issued to
the Trustee and held for the benefit of the Optionee for such period of
time as required by Section 102 (the "HOLDING PERIOD"). In the event that
the requirements for Approved 102 Options are not met, then the Approved
102 Options may be regarded as Unapproved 102 Options, all in accordance
with the provisions of Section 102.
5.2 Notwithstanding anything to the contrary, the Trustee shall not release
any unexercised Approved 102 Options or any Shares issued upon the
exercise of Approved 102 Options prior to the full payment of the
Optionee's tax liabilities arising from such Approved 102 Options and/or
such Shares.
5.3 With respect to any Approved 102 Option, subject to the provisions of
Section 102, an Optionee may not sell or request the Trustee to release,
and the Trustee may not release, from trust any Shares received upon the
exercise of an Approved 102 Option and/or any share received subsequently
due to any realization of rights, (including bonus shares), until the
expiration of the Holding Period required under Section 102.
Notwithstanding the above, if such sale or release occurs during the
Holding Period, the sanctions specified under Section 102 shall apply to
and be born such Optionee.
5.4 Upon receipt of an Approved 102 Option, the Optionee shall sign an
undertaking to hold the Trustee harmless against and from any liability in
respect of any action or decision duly taken and bona fide executed by the
Trustee in connection with the Plan and this Appendix, or any granted
Approved 102 Option or issued Shares to the Optionee thereunder.
6. FAIR MARKET VALUE
With respect to CGOs, without derogating from Section 2.12 of the Plan and
solely for the purpose of determining the tax liability pursuant to
Section 102(b)(3) of the Ordinance, if at the Date of Grant the Company's
Shares are listed on any established stock exchange or a national market
system or if the Company's Shares will be registered for trading within
ninety (90) days following the Date of Grant, the fair market value of the
Shares at the Date of Grant shall be determined in accordance with the
average value of the Company's Shares on the thirty (30) trading days
preceding the Date of Grant or on the thirty (30) trading days following
the date of registration for trading, as the case may be.
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7. EXERCISE OF OPTIONS
7.1 Options may be exercised by a written notice and remitting payment of the
Purchase Price by the Optionee to the Company or to any third party
designated by the Company (the "REPRESENTATIVE"), in such form and method
as may be determined by the Company and/or the Trustee and, when
applicable, in accordance with the requirements of Section 102, which
exercise shall be effective upon receipt of such notice by the Company or
the Representative and the payment of the Purchase 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.
7.2 With respect to an Unapproved 102 Option, if the Optionee ceases for any
reason to be employed by the Company or any Affiliate, the Optionee shall
extend to the Company and/or its Affiliate a signed security or guarantee
for the payment of the tax due at the time of sale of Shares, all in
accordance with the provisions of Section 102.
8. RESTRICTIONS ON ASSIGNABILITY AND SALE OF OPTIONS
8.1 No Option or any right with respect thereto, purchasable hereunder,
whether fully paid or not, may be assigned, transferred or given as
collateral nor any right with respect thereto be given to any third party
whatsoever, except as specifically allowed under the Plan, and during the
lifetime of the Optionee each and all of such Optionee's rights to
purchase Shares hereunder shall be exercisable only by the Optionee. Any
action made in contradiction to the aforesaid shall be null and void.
8.2 As long as Options or Shares purchased pursuant thereto are held by the
Trustee for the benefit of the Optionee, no rights of the Optionee with
respect to the Options and or Shares may be transferred, assigned, pledged
or mortgaged, other than by will or laws of descent and distribution.
9. INTEGRATION OF SECTION 102 AND TAX COMMISSIONER'S PERMIT
9.1 With regards to Approved 102 Options, the provisions of the Plan and/or
this Appendix and/or the Option Agreement shall be subject to the
provisions of Section 102 and the Tax Commissioner's permit and/or any
applicable law, and the said provisions and permit shall be deemed an
integral part of the Plan, the Appendix and the Option Agreement.
9.2 Any provision of Section 102 and/or the said permit and/or any applicable
law, which is necessary in order to receive and/or to maintain any tax
benefit pursuant thereto, which is not expressly specified in the Plan,
this Appendix or the Option Agreement, shall be considered binding upon
the Company and the Optionees.
<Page>
10. DIVIDEND
With respect to all Shares, excluding Shares underlying any unexercised
Options) allocated or issued upon the exercise of Options purchased by the
Optionee and held by the Optionee or by the Trustee, as the case may be,
the Optionee shall be entitled to receive dividends proportionate to the
amount of such Shares, subject to the provisions of the Company's Articles
of Association (and all amendments thereto), the provisions of Section 102
(if applicable) and subject to any applicable taxation on distribution of
dividends.
11. TAX CONSEQUENCES
11.1 To the extent permitted by applicable law, any tax consequences arising
from the grant or exercise of any Option, the payment for Shares covered
thereby or any other event or act (of the Company, and/or its Affiliates,
and/or the Trustee or the Optionee), hereunder, shall be borne solely by
the Optionee. The Company and/or its Affiliates and/or the Trustee shall
withhold taxes according to the requirements under all applicable laws,
rules, and regulations, including withholding taxes at source.
Furthermore, the Optionee shall agree to indemnify the Company and/or its
Affiliates and/or 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 any requirement to
withhold, or to have withheld, any such tax from any payment made to the
Optionee.
11.2 The Company and/or the Trustee shall not be required to furnish any Share
certificate to the Optionee until all required payments have been fully
made.
12. EFFECTIVE DATE AND TERM OF THE APPENDIX
12.1 Subject to Section 12.2, this Appendix shall be effective as of December
9, 2002 (the "Effective Date") and shall terminate upon the expiration of
ten (10) years from the Effective Date on December 8, 2012 (the
"Termination Date"). No Option may be granted under the Appendix after the
Termination Date.
12.2 The Appendix shall be approved by the shareholders of the Company, which
approval shall be received within twelve (12) months following the
Effective Date. All and any grants of Options to Optionees under this
Appendix as of the Effective Date shall be subject to the said
shareholders approval.