Incredimail 2012 Annual Report Download - page 162

ISRAELI SHARE OPTION PLAN
The attached “U.S. Addendum to Perion Network Ltd. 2003 Israeli Share Option Plan” (the “Addendum” )
is hereby incorporated as part of
this ISOP, effective as of the date that the Board adopts the Addendum (the “Addendum Date” ),
and shall be coterminous with the ISOP. The
purpose of the Addendum is to permit the Company to grant Options to employees and other service providers who are U.S. Persons (as defined
in the Addendum). To the extent granted to U.S. Persons, such Options shall be designated for United States tax and legal purposes as non-
qualified stock options or, if the ISOP and Addendum are approved by the Company’
s shareholders within 12 months of the Addendum Date,
such Options may be designated as“Incentive Stock Options”
in accordance with Section 422 of the U.S. Internal Revenue Code of 1986, as
amended (the “Code” ).
For purposes of the ISOP and related documents, including the Option Agreement, the following definitions shall apply:
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
“Board”
means the Board of Directors of the Company.
2.4
“
Capital Gain Option (CGO)
”
as defined in Section 5.4 below.
2.5 “ Cause”
means, (i) conviction of any felony involving moral turpitude or affecting the Company; (ii) any refusal to carry out
a reasonable directive of the chief executive officer, the Board or the Optionee’
s direct supervisor, which involves the business
of the Company or its Affiliates and was capable of being 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 of the Company; including without limitation
disclosure of confidential information of the Company; and (v) any conduct (other than conduct in good faith) reasonably
determined by the Board to be materially detrimental to the Company.
2.6
“
Chairman
”
means the chairman of the Committee.
2.7
“
Committee
”
means a share option compensation committee appointed by the Board, which shall consist of no fewer than two
members of the Board.
2.8
“Company”
means Perion Network Ltd., an Israeli company.
2.9
“
Companies Law
”
means the Israeli Companies Law 5759
-
1999.
2.10
“
Controlling Shareholder
”
shall have the meaning ascribed to it in Section 32(9) of the Ordinance.
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