Incredimail 2010 Annual Report Download - page 59

Except as indicated in the footnotes to this table, each shareholder in the table has sole voting and investment power for the shares
shown as beneficially owned by such shareholder. Percentage ownership is based 9,713,092 ordinary shares outstanding on February 28, 2011 .
Our major shareholders do not have different voting rights than our other shareholders.
To our knowledge, as of February 28, 2011 , we had 8 stockholders of record of which 2* were registered with addresses in the United
States. These United States holders were, as of such date, the holders of record of approximately 83%* of our outstanding shares.
______________________________
* Includes the Depository Trust Company
B. RELATED PARTY TRANSACTIONS
It is our policy that transactions with office holders or transactions in which an office holder has a personal interest ("Affiliated
Transactions") will be on terms that, on the whole, are no less favorable to us than could be obtained from independent parties.
Generally, Affiliated Transactions which are "extraordinary transactions" (as such term is defined in the Companies Law), must be
approved by a majority of our disinterested directors; nevertheless under Israeli law, under certain circumstances, such transactions (i) must first
be approved by the audit committee and then by the board of directors and, in certain circumstances must also be approved by the shareholders;
or (ii) may be approved by a simple majority of the board (and by a simple majority of the audit committee and interested directors may
participate in the deliberations and the voting with respect to such transactions if the majority of the members of the board (or the audit
committee) have a personal interest in the approval of the transaction; provided that in such circumstances the approval of such Affiliated
Transaction shall also require the approval of the shareholders.
See "Item 10.B Memorandum and Articles of Association — Approval of Related Party Transactions" for a discussion of the
requirements of Israeli law regarding special approvals for transactions involving directors, officers or controlling shareholders.
On July 17, 2008, and following approval by our audit committee and board of directors, our shareholders approved a grant to Ms.
Tamar Gottlieb of options to purchase 10,000 ordinary shares of the Company, under the following terms: (a) each option shall be exercisable
for one ordinary share at an exercise price equal to the closing price of an ordinary share on July 17, 2008, as reported by the Nasdaq Global
Market; and (b) the options shall vest in four equal portions on each anniversary of the date of approval of the grant, commencing with the first
anniversary. Any and all other terms and conditions pertaining to the grant of the options hereunder shall be in accordance with, and subject to,
the 2003 Plan adopted by the Company in 2003 and the Company's standard option agreement. See "Item 6.E Share Ownership —
Employee
Benefit Plans — The 2003 Plan" below.
Also on July 17, 2008, following approval by our audit committee and board of directors, our shareholders approved a re-
pricing of
options to purchase Ordinary Shares, previously granted to Mr. Yaron Adler, at the time, the Company’
s President and a member of the board of
directors of the Company, such that the exercise price of any previously granted options that exceeded $3.00 per Ordinary Share were reduced to
$3.00 per share. The Company undertook to re-price Mr. Adler’s options as part of the terms of service of Mr. Yaron Adler as the Company’
s
President, which terms were approved at the shareholders meeting of the Company held on April 9, 2008.
Name
Number of
Ordinary
Shares
Beneficially
Owned
Percentage
of Ordinary
Shares
Outstanding
Yaron Adler
914,562
9.4
%
Ofer Adler
704,456
7.2
%
50