Incredimail 2012 Annual Report Download - page 165

ISRAELI SHARE OPTION PLAN
3. ADMINISTRATION OF THE ISOP
The Committee shall have full power and authority to :(i) alter any restrictions and conditions of any Options or Shares
subject to any Options (ii) interpret the provisions and supervise the administration of the ISOP; (iii) accelerate the right of an
Optionee to exercise in whole or in part, any previously granted Option; (iv) determine the Purchase Price of the Option; (v)
prescribe, amend and rescind rules and regulations relating to the ISOP; and (vi) make all other determinations deemed
necessary or advisable for the administration of the ISOP, including, without limitation, to adjust the terms of the ISOP or any
Option Agreement so as to reflect (a) changes in applicable laws and (b) the laws of other jurisdictions within which the
Company wishes to grant Options.
3.1
The Board shall have the power to administer the ISOP either directly or upon the recommendation of the Committee, all as
provided by applicable law and in the Company’
s Articles of Association. Notwithstanding the above, the Board shall
automatically have residual authority if no Committee shall be constituted or if such Committee shall cease to operate for any
reason.
3.2
The Committee 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 make such rules and regulations for the
conduct of its business as it shall deem advisable.
3.3
The Committee shall have the power to recommend to the Board and the Board shall have the full power and authority to: (i)
designate participants; (ii) determine the terms and provisions of the respective Option Agreements, including, but not limited
to, the number of Options to be granted to each Optionee, the number of Shares to be covered by each Option, provisions
concerning the time and the extent to which the Options may be exercised and the nature and duration of restrictions as to the
transferability or restrictions constituting substantial risk of forfeiture and to cancel or suspend awards, as necessary; (iii)
determine the Fair Market Value of the Shares covered by each Option; (iv) make an election as to the type of 102 Approved
Option; and (v) designate the type of Options.
3.4
Notwithstanding the above, the Committee shall not be entitled to grant Options to the Optionees, however, it will be
authorized to issue Shares underlying Options which have been granted by the Board and duly exercised pursuant to the
provisions herein in accordance with section 112(a)(5) of the Companies Law.
3.5
The Board shall have the authority to grant, at 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, 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
Committee may prescribe in accordance with the provisions of the ISOP.
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