Incredimail 2012 Annual Report Download - page 163

ISRAELI SHARE OPTION PLAN
(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 sales 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 time of determination, as reported in the Wall Street Journal, or such other
source as the Board deems reliable. Without derogating from the above, 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 a Share 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 ;
(ii) If the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market
Value shall be the mean between the high bid and low asked prices for the Shares on the last market trading day prior to the
day of determination, 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 Board.
2.11
“
Date of Grant
”
means, the date of grant of an Option, as determined by the Board and set forth in the Optionee’
s Option
Agreement.
2.12
“
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 Controlling Shareholder.
2.13
“
Expiration date
”
means the date upon which an Option shall expire, as set forth in Section 10.2 of the ISOP.
2.14
“
Fair Market Value
”
means as of any date, the value of a Share determined as follows:
2.15
“
IPO
”
means the initial public offering of the Company
’
s shares.
2.16
“
ISOP
”
means this 2003 Israeli Share Option Plan.
2.17
“
ITA
”
means the Israeli Tax Authorities.
2.18
“
Non
-
Employee
”
means a consultant, adviser, service provider, Controlling Shareholder or any other person who is not an
Employee.
2.19
“
Ordinary Income Option (OIO)
”
as defined in Section 5.5 below.
2.20
“
Option
”
means an option to purchase one or more Shares of the Company pursuant to the ISOP.
4