Incredimail 2012 Annual Report Download - page 63

The 2003 Plan does not provide for any other acceleration of the vesting period upon the occurrence of certain corporate transactions.
However, our board of directors or compensation committee may provide in individual option agreements that if the options are not substituted
or exchanged by a successor company, then the vesting of the options shall accelerate.
Adjustments to the number of options or exercise price shall not be made by reason of the distribution of subscription rights (rights
offering) on outstanding shares.
In December 2012, our board of directors adopted a compensation policy for employees of the Company according to which the
eligibility of employees for option grants under the 2003 Plan was established. Such compensation policy also sets forth guidelines regarding
employee salaries and bonuses, for non-executive employees.
See "Item 6.B Compensation" for a description of options granted under the 2003 Plan to our directors.
ITEM 7. MAJOR SHAREHOLDERS AN D RELATED PARTY TRANSACTIONS
A. MAJOR SHAREHOLDERS
The following table sets forth information regarding the beneficial ownership of our ordinary shares as of April 24, 2013 by each person
or group of affiliated persons that we know beneficially owns more than 5% of our outstanding ordinary shares. Other than with respect to our
directors and officers, we have relied on public filings with the SEC.
Beneficial ownership of shares is determined in accordance with the Exchange Act and the rules promulgated thereunder, and generally
includes any shares over which a person exercises sole or shared voting or investment power. Ordinary shares that are issuable upon the exercise
of warrants or stock options that are presently exercisable or exercisable within 60 days of a specified date are deemed to be outstanding and
beneficially owned by the person holding the stock options or warrants for the purpose of computing the percentage ownership of that person,
but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
Except as indicated in the footnotes to this table, to our knowledge, each shareholder in the table has sole voting and investment power
for the shares shown as beneficially owned by such shareholder. Our major shareholders do not have different voting rights than our other
shareholders.
____________________________
On September 9, 2009, Sprott Asset Management LP ("Sprott") filed a Schedule 13G reporting the beneficial ownership of 462,912, or
5.1%, of our ordinary shares. On January 8, 2010, Sprott filed a Schedule 13G/A reporting that it had beneficial ownership of 417,912, or 4.6%,
of our ordinary shares and therefore it had ceased to be the beneficial owner of more than 5% of our outstanding shares.
On January 16, 2010, Yaron Adler filed a Schedule 13G/A reporting that he had beneficial ownership of 914,562, or 9.5%, of our
ordinary shares. On February 7, 2013, Yaron Adler filed a Schedule 13G/A reporting that he had beneficial ownership of 496,453, or 4.1%, of
our ordinary shares and therefore he had ceased to be the beneficial owner of more than 5% of our outstanding shares.
On February 3, 2011, Ofer Adler filed a Schedule 13D/A reporting that had beneficial ownership of 704,456, or 6.98%, of our ordinary
shares. On December 5, 2012, Ofer Adler filed a Schedule 13D/A reporting that he had beneficial ownership of 480,746, or 3.98%, of our
ordinary shares and therefore he had ceased to be the beneficial owner of more than 5% of our outstanding shares.
Name
Number of
Ordinary
Shares
Beneficially
Owned
Percentage
of Ordinary
Shares
Outstanding
(1)
Holine Finance Ltd.(2)
1,109,732
9.2
%
(1)
Based upon 12,093,699 ordinary shares outstanding as of April 24, 2013.
(2)
Based solely upon, and qualified in its entirety with reference to, a Schedule 13G/A filed with the SEC on December 10, 2012, by
Holine Finance Ltd.
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