exv10w1



 






Exhibit 10.1




Final 18.1.2005




MSQ LTD.



2005 SHARE OPTION PLAN



(STAMP)



1. Purpose



     The purpose of this Share Option Plan is to secure for Msq Ltd. and its
shareholders the benefits arising from ownership of share capital by
employees, officers directors and consultants of the Company and its
Affiliates (as defined below), who are expected to contribute to the
Company’s future growth and success.



2. Definitions



2.1 Defined Terms



     Initially
capitalized terms, as used in this Plan, shall have the meaning
ascribed thereto as set forth below:



	 	 	 	 	 	 	 
	 

	 	“Administrator”
	 	 
	 	means the Board of Directors of the Company, or a
committee to which the Board of Directors shall
have delegated power to act on its behalf with
respect to the Plan or the CEO of the Company.
	 
	 	 	 	 	 	 
	 

	 	“Affiliate(s)”
	 	 	 	means a present or future company that either (i)
Controls Msq Ltd. or is Controlled by Msq Ltd.; or
(ii) is Controlled by the same person or entity
that Controls Msq Ltd.
	 
	 	 	 	 	 	 
	 

	 	“Allocate” or
“Allocated”
	 	 	 	with respect to Options, means the allocation of Options
by the Company to the Trustee on behalf of a
Participant.
	 
	 	 	 	 	 	 
	 

	 	“Cause”
	 	 	 	means, when used in connection with the termination of
a Participant’s employment with, or service to the
Company or an Affiliate, as a result of a basis for
termination, including, but not limited to:
	 

	 	 	 	 	 	dishonesty toward the Company or Affiliate,
insubordination, substantial malfeasance or
nonfeasance of duty, unauthorized disclosure of
confidential information, and conduct substantially
prejudicial to the business of the Company or
Affiliate; or, any substantial breach by the
Participant of (i) his or her employment or service
agreement or (ii) any other obligations toward
Company or Affiliate.
	 
	 	 	 	 	 	 
	 

	 	“Commencement
Date”
	 	 	 	means the date of commencement of the vesting
schedule with respect to a Grant of Options which,
unless otherwise determined by the Administrator, shall






 









 






	 	 	 	 	 	 	 
	 

	 	 	 	 
	 	be the date on which such Grant of Options shall be Allocated.
	 
	 	 	 	 	 	 
	 

	 	“Company”
	 	 	 	Means MSQ LTD., a company incorporated under the
laws of the State of Israel.
	 
	 	 	 	 	 	 
	 

	 	“Consultant”
	 	 	 	means an Israeli resident who is not entitled to receive
Options under Section 102, on behalf of whom an Option is Granted
under Section 3i.
	 
	 	 	 	 	 	 
	 

	 	“Control“or
“Controlled”
	 	 	 	shall have the meaning ascribed thereto in Section 102.

	 
	 	 	 	 	 	 
	 

	 	“Disability”
	 	 	 	means total and permanent physical or mental
impairment or sickness of a Participant, making it impossible for
the Participant to continue such Participant’s employment with or
service to the Company or Affiliate.
	 
	 	 	 	 	 	 
	 

	 	“Exercise Price”
	 	 	 	means, the price determined by the Administrator in
accordance with Section 7.1 below which is to be paid to the
Company in order to exercise a Granted Option and convert such
Option into an Underlying Share.
	 
	 	 	 	 	 	 
	 

	 	“Grant Letter”
	 	 	 	means a letter from the Company or Affiliate to a
Participant in which the Participant is notified of the decision
to Grant to the Participant Options according to the terms of the
Plan. The Grant Letter shall specify (i) the Tax Provision under
which the Option is Granted; (ii) the Tax Track that the Company
chose according to Section 11 of the Plan (if applicable); (iii)
the Exercise Price; (iv) the vesting Schedule; and (v) the number
of Options Granted to the Participant.
	 
	 	 	 	 	 	 
	 

	 	“Grant of
Options”
	 	 	 	with respect to Options, means the grant of Options by
the Company to a Participant pursuant to a Letter of
Grant
	 
	 	 	 	 	 	 
	 

	 	“Holding Period”
	 	 	 	means with regard to Options Granted under Section
102, the period in which the Allocated Options granted to a
Participant or, upon exercise thereof the Underlying Shares, are to
be held by the Trustee on behalf of the Participant, in accordance
with Section 102, and pursuant to the Tax Track which the Company
selects.
	 
	 	 	 	 	 	 
	 

	 	“IPO”
	 	 	 	means the initial public offering of shares of the
Company and the listing of such shares for trading on any
recognized stock exchange or over-the-counter or computerized
securities trading system.
	 
	 	 	 	 	 	 
	 

	 	“Israeli
	 	 	 	means an Israeli resident who is an employee, officer or






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	 	Participant”
	 	 
	 	director of the Company or any Affiliate (provided that such person does not Control the Company as such
term is defined in the Tax Ordinance), on behalf of
whom an Option is Granted pursuant to Section 102.
	 
	 	 	 	 	 	 
	 

	 	“Law”
	 	 	 	means the laws of the State of Israel as are in effect
from time to time.
	 
	 	 	 	 	 	 
	 

	 	“Merger
Transaction”
	 	 	 	(i) a sale of all or substantially all of the assets of the
Company; or (ii) a sale (including an exchange) of all or
substantially all of the shares of the capital stock
of the Company; or (iii) a merger, consolidation or
like transaction of the Company with or into another
corporation.
	 
	 	 	 	 	 	 
	 

	 	“Notice of
Exercise”
	 	 	 	shall have the meaning set forth in Section 7.4 below.
	 
	 	 	 	 	 	 
	 

	 	“Option”
	 	 	 	means an option to purchase one Share of the Company.
	 
	 	 	 	 	 	 
	 

	 	“Non-Qualified
Israeli
Participant”
	 	 	 	means an Israeli resident who is not qualified to receive
Options under the provisions of Section 102, on behalf
of whom an Option is Granted pursuant to Section 3i.
	 
	 	 	 	 	 	 
	 

	 	“Participant”
	 	 	 	means an Israeli Participant, or a Non-Qualified Israeli
Participant, or a Consultant.
	 
	 	 	 	 	 	 
	 

	 	“Plan” or “Option
Plan”
	 	 	 	means this Share Option Plan, as may be amended from
time to time.
	 
	 	 	 	 	 	 
	 

	 	“Retirement”
	 	 	 	means the termination of a Participant’s employment as
a result of his or her reaching the earlier of (i)
the age of retirement as defined by Law; or (ii) the
age of retirement specified in the Participant’s
employment agreement.
	 
	 	 	 	 	 	 
	 

	 	“Section 102”
	 	 	 	means Section 102 of the Tax Ordinance.
	 
	 	 	 	 	 	 
	 

	 	“Section 102
Rules”
	 	 	 	means the Income Tax Rules (Tax Relief for Issuance of
Shares to Employees), 2003.
	 
	 	 	 	 	 	 
	 

	 	“Section 3(i)” or
“Section 3(i)
Rules”
	 	 	 	means section 3(i) of the Israeli Tax Ordinance and the
applicable rules thereto or under applicable regulations.
	 
	 	 	 	 	 	 
	 

	 	“Share(s)”
	 	 	 	means an ordinary share of the Company, having a par
value of NIS 0.01.
	 
	 	 	 	 	 	 
	 

	 	“Subsidiary”
	 	 	 	means a subsidiary of the Company as defined in the
Code.
	 
	 	 	 	 	 	 
	 

	 	“Tax Ordinance”
	 	 	 	means the Israeli Income Tax Ordinance [New Version],






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	 	1961, as amended, and any regulations, rules, orders
or procedures promulgated thereunder.
	 
	 	 	 	 	 	 
	 

	 	“Tax Track”
	 	 	 	means one of the three tax tracks described under Section 102, specifically: (1) the “Capital Gains
Track Through a Trustee”; (2) “Income Tax Track
Through a Trustee”; or (3) the “Income Tax Track
Without a Trustee”; each as defined in Sections
11.1-11.2 of this Plan, respectively.
	 
	 	 	 	 	 	 
	 

	 	“Tax Provision”
	 	 	 	means, with respect to the Grant of Options, the provisions of one of the three Tax Tracks in Section
102, or the provisions of 3i.
	 
	 	 	 	 	 	 
	 

	 	“Term of the
Options”
	 	 	 	means, with respect to Granted but unexercised Options,
the time period set forth in Section 9 below.
	 
	 	 	 	 	 	 
	 

	 	“Trustee”
	 	 	 	means a Trustee appointed by the Company to hold in
trust, Allocated Options and the Underlying Shares
issued upon exercise of such Options, on behalf of
Participants.
	 
	 	 	 	 	 	 
	 

	 	“Underlying
Shares”
	 	 	 	means Shares issued or to be issued upon exercise of
Granted Options all in accordance with the Plan.






     2.2 General




Without derogating from the meanings ascribed to the capitalized terms above,
all singular references in this Plan shall include the plural and vice versa,
and reference to one gender shall include the other, unless otherwise required
by the context.



     3. Shares Available for Options




The total number of Underlying Shares reserved for issuance under the Plan and
any modification thereof, shall be determined from time to time by the Board of
Directors of the Company. Such number of Shares shall be subject to adjustment
as required for the implementation of the provisions of the Plan, in accordance
with Section 4 below.




In the event that Options Allocated under the Plan expire or otherwise
terminate in accordance with the provisions of the Plan, such expired or
terminated Options shall become available for future Grants and Allocations
under the Plan.



     4. Adjustments




In the event that any dividend or other distribution (whether in the form of
Shares, other securities, or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other securities of the
Company, or other change in the corporate structure of the Company affecting the
Shares occurs, the Administrator, in order to prevent diminution or enlargement
of the benefits or potential benefits



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intended to be made available under the Plan, may (in its sole discretion) adjust
the number and class of Shares that may be delivered under the Plan and/or the
number, class, and price of Shares covered by each outstanding Option or Share
Purchase Right. Upon the occurrence of any such adjustment, references in this
Plan to Shares and Underlying Shares shall be construed to mean the Shares of the
Company subject to the Plan as so determined by the Administrator, following such
adjustment. No such adjustments shall be maid in the event of the distribution of
cash dividends.




If the change in capitalization is the distribution of a cash dividend, the
Company shall transfer to the Trustee the amount of dividend resulting from the
Underlying Shares held by the Trustee for the benefit of Participants in
accordance with the provisions of this Plan. The Trustee shall deduct all
applicable taxes from the dividend amount and transfer the remaining dividend
amount to such Participants.




	5.	 	Administration of the Plan
	 
	5.1	 	Power







Subject to the Law, the Articles of Association of the Company, and any resolution
to the contrary by the Company’s Board of Directors, the Administrator is
authorized, in its sole and absolute discretion, to exercise all powers and
authorities either specifically granted to it under the Plan or necessary or
advisable in the administration of the Plan; including, without limitation,




	 	(A)	 	to determine:






	 	(i)	 	the Participants in the Plan, and the number of Options to
be Granted for each Participant’s benefit (subject to the approval of
the Board of Directors if such approval is required by Law);
	 
	 	(ii)	 	the time or times at which Options shall be Granted;
	 
	 	(iii)	 	the Exercise Price for any Granted Option;
	 
	 	(iv)	 	whether, to what extent, and under what circumstances an
Option may be settled, canceled, forfeited, exchanged, or surrendered;
	 
	 	(v)	 	any terms and conditions in addition to those specified
in the Plan under which an Option may be Granted; and
	 
	 	(vi)	 	any measures, and to take actions, as deemed necessary or
advisable for the administration and implementation of the Plan.






	 	(B)	 	to interpret the provisions of the Plan and to take all actions
resulting therefrom including without limitation;






	 	(i)	 	subject to Section 7, to accelerate the date on which any Allocated
Option under the Plan becomes exercisable;




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	 	(ii)	 	to waive or amend Plan provisions relating to exercise of Options, including
exercise of Options after termination of employment, for any reason; and
	 
	 	(iii)	 	to amend any of the terms of the Plan, or any prior determinations
of the Administrator;





5.2 Limitations



Notwithstanding the provisions of Section 5.1 above, no interpretations, determinations or actions
of the Administrator shall contradict the provisions of applicable Law, and no waiver or amendment
with respect to the Plan shall have a material adverse affect on any Participant’s rights in
connection with any Granted Option under the Plan without receiving the consent of such
Participant.





	6.	 	Grant and Allocation of options





6.1 Conditions for grant of Options




     Options may be Granted at any time after:




	 	(A)	 	the grant has been approved by the necessary corporate bodies of the
Company; and
	 
	 	(B)	 	all other approvals, consents or requirements necessary by Law have been
received or met.





6.2 Conditions for Allocation of Options




     Options may be Allocated at any time after:




	 	(A)	 	the Plan has been approved by the necessary corporate bodies of the
Company; and
	 
	 	(B)	 	30 days after a request for approval of the Plan has been submitted for
approval to the Israeli Income Tax Authorities pursuant to the requirements of
the Tax Ordinance; and
	 
	 	(C)	 	all other approvals, consents or requirements necessary by Law have been
received or met.




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6.3 Date of grant or Allocation





	 	(a)	 	The date on which Options shall be deemed Granted under the Plan shall be
the date on which the Company shall notify the Participant in a Grant Letter
that such Options have been Granted to the Participant (“Date of Grant”).
	 
	 	(b)	 	The date on which Options shall be deemed Allocated under the Plan shall be
the date on which the Company shall notify the Trustee that such Options have
been Allocated in the name of the Trustee on behalf of a Participant (“Date of
Allocation”).






	7.	 	Exercise of Options





7.1 Exercise Price





The Exercise Price per Underlying Share deliverable upon the exercise of an Option shall be
determined by the Administrator. The Exercise Price shall be set forth in the Grant Letter.



7.2 Vesting Schedule





Unless otherwise determined by the Administrator, all Options Granted on a certain date
shall, subject to continued employment with or service to the Company or Affiliate by the
Participant, become vested and exercisable in accordance with the vesting schedule specified
in the Grant Letter.



7.3 Minimum Exercise





An Option may not be exercised for fractional shares or for less than ten Shares in each
exercise.




The exercise of a portion of the Options Granted shall not cause the expiration, termination
or cancellation of the remaining unexercised Options held by the Trustee on behalf of the
Participant.



7.4 Manner of Exercise





An Option may be exercised by and upon the fulfillment of the following:




(A) Notice of Exercise




The signing by the Participant, and delivery to both the Company (at its principal
office) and the Trustee (if the Options are held by a Trustee), of an exercise notice
form as prescribed by the Administrator, including but not limited to: (i) the identity
of the Participant, (ii) the number of Options to be exercised, and (iii) the Exercise
Price to be paid (the “Notice of Exercise”).



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     (B) Exercise Price




The payment by the Participant to the Company, in such manner as shall be
determined by the Administrator, of the Exercise Price with respect to all
the Options exercised, as set forth in the Notice of Exercise.



     (C) Allocation of Shares




Upon the delivery of a duly signed Notice of Exercise and the payment to
the Company of the Exercise Price with respect to all the Options
specified therein, the Company shall issue the Underlying Shares to the
Trustee (according to the applicable Holding Period) or to the
Participant, as the case may be.




	8.	 	Waiver of Option Rights






At any time prior to the expiration of any Granted (but unexercised) Option, a
Participant may waive his rights to such Option by a written notice to the
Company’s principal office. Such notice shall specify the number of Options
Granted, which the Participant waives, and shall be signed by the Participant.




Upon receipt by the Company of a notice of waiver of such rights, such Options
shall expire and shall become available for future Grants and Allocations under
the Plan.




	9.	 	Term of the Options






Unless earlier terminated pursuant to the provisions of this Plan, all Granted
but unexercised Options shall expire and cease to be exercisable at 5:00 p.m.
Israel time on the 7th anniversary of the Commencement Date of such
Options.




	10.	 	Termination of Employment





10.1  Termination of Employment




If a Participant ceases to be an employee, director, officer or Consultant of the
Company or Affiliate for any reason (“Termination of Employment”) other than
death, Retirement, Disability or Cause, then any vested but unexercised Options
on the date of Termination of Employment (as shall be determined by the Company
or Affiliate, in its sole discretion), Allocated on the Participant’s behalf
(“Exercisable Options”) may be exercised, if not previously expired, not later
than the earlier of (i) 90 days after the date of Termination of Employment; or
(ii) the Term of the Options.




All other Granted Options for the benefit of Participant shall expire upon the
date of Termination of Employment.



10.2  Termination for Cause




In the event of Termination of Employment of a Participant for Cause, the
Participant’s right to exercise any unexercised Options, Granted to such
Participant,



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whether vested or not on the date of Termination of Employment, shall cease as of such date
of Termination of Employment, and the Options shall thereupon expire.




If subsequent to the Participant’s Termination of Employment, but prior to the exercise of
Options Granted to such Participant, the Administrator determines that either prior or
subsequent to the Participant’s Termination of Employment, the Participant engaged in
conduct which would constitute Cause, then the Participant’s right to exercise the Options
Granted to such Participant shall immediately cease upon such determination and the
Options shall thereupon expire.




The determination by the Administrator as to the occurrence of Cause shall be final and
conclusive for all purposes of this Plan.



10.3   Termination by Reason of Death, Retirement, or Disability




In the event of Termination of Employment of a Participant by reason of death, Retirement,
or Disability, any vested but unexercised Options shall be exercisable in the case of
death, by his or her estate, personal representative or beneficiary, or in
the case of Retirement or Disability, by the Participant or his or her personal
representative (as the case may be), until the earlier of (i) 6 months after the date of
Termination of Employment; or (ii) the Term of the Options.




All other Granted Options for the benefit of Participant shall expire upon the date of
Termination of Employment.



10.4   Exceptions




In special circumstances, pertaining to the Termination of Employment of a certain
Participant, the Administrator may in its discretion decide to extend any of the periods
stated above in Sections 10.1-10.3.



10.5   Transfer of Employment or Service




Subject to the receipt of appropriate approvals from the Israeli Tax Authorities, if
applicable, a Participant’s right to Options or the exercise thereof that were Granted to
him or her under this Plan, shall not be terminated or expire solely as a result of the
fact that the Participant’s employment or service as an employee, officer, director or
Consultant changes from the Company to an Affiliate or vice versa.




	11.	 	Options and Tax Provisions






All Options under this Plan shall be Granted in accordance with one of the Tax Provisions
as follows:




	 	•	 	The Company may Grant Options to Israeli Participants in accordance
with the provisions of Section 102 and the Rules.
	 
	 	•	 	The Company may Grant Options to Non-Qualified Israeli Participants
in accordance with the provisions of Section 3(i).




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11.1 Tax Provision Selection





The Company shall elect under which Tax Provision each Option is Granted in accordance
with any applicable Law and its sole discretion — i.e. the Company shall elect if to
Grant Options to Participants under one of the three Section 102 Tax Tracks, or under
the provisions of Section 3i. The Company shall notify each Participant in the Grant
Letter, under which Tax Provision the Options are Granted and, if applicable, under
which Section 102 Tax Track, each Option is Granted.



11.2Section 102 Trustee Tax Tracks





If the Company elects to Grant Options to Israeli Participants through (i) the Capital
Gains Track Through a Trustee, or (ii) the Income Tax Track Through a Trustee,
then, in accordance with the requirements of Section 102, the Company shall
appoint a Trustee who will hold in trust on behalf of each Israeli Participant the
Allocated Options and the Underlying Shares issued upon exercise of such Options
in trust on behalf of each Israeli Participant.




The Holding Period for the Options will be as follows:




	 	(A)	 	The Capital Gains Tax Track Through a Trustee — if the Company elects to
Allocate the Options according to the provisions of this track, then the
Holding Period will be 24 months from the end of the tax year in which the
Options were Allocated to the Trustee on behalf of the Israeli Participant, or
such shorter period as may be approved by the Israeli Tax Authorities.
	 
	 	(B)	 	Income Tax Track Through a Trustee — if the Company elects to Allocate
Options according to the provisions of this track, then the Holding Period will
be 12 months from the end of the tax year in which the Options were
Allocated to the Trustee on behalf of the Israeli Participant, or such shorter
period as may be approved by the Israeli Tax Authorities.






Subject to Section 102 and the Rules, Israeli Participants shall not be able to
receive from the Trustee, nor shall they be able to sell or dispose of Underlying
Shares before the end of the applicable Holding Period. If a Participant sells or
removes the Underlying Shares form the Trustee before the end of the applicable
Holding Period (“Breach”), the Participant shall pay all applicable taxes imposed on
such Breach by Section 7 of the Rules.




In the event of a distribution of rights, including an issuance of bonus shares, in
connection with Options originally Allocated (the “Additional Rights”), all such
Additional Rights shall be Allocated and/or issued to the Trustee for the benefit of
Israeli Participants, and shall be held by the Trustee for the remainder of the
Holding Period applicable to the Options originally Allocated. Such Additional Rights
shall be treated in accordance with the provisions of the applicable Tax Track.



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11.3 Income Tax Track Without a Trustee



If the Company elects
to Grant Options to Israeli Participants according to the provisions of
this track, then the Options will not be subject to a Holding Period. However, upon exercise
of Options under this Tax Track, the Trustee shall hold such Underlying Shares for the benefit
of the Israeli Participant in accordance with the provisions of Section 15 of this Plan.



11.4 Concurrent Conditions




The Holding Period of
Section 102, if any, is in addition to the vesting period as specified
in Section 7.2 of the Plan. The Holding Period and vesting period may run concurrently, but
neither is a substitute for the other, and each are independent terms and conditions for
Options Granted.



11.5 Trust Agreement





The
terms and conditions applicable to the trust relating to the Tax Track selected by the
Company, as appropriate, shall be set forth in an agreement signed by the Company and the
Trustee (the “Trust Agreement”).




	12.	 	Term of Shares Held In Trust






No Underlying Shares or Additional Rights issued by the Company to the Trustee, shall be held
by the Trustee on behalf of a Participant for a period longer than ten (10) years after the
end of the Term of the Options. The Administrator shall instruct the Trustee as to the
transfer of these Shares.




	13.	 	Rights as a Shareholder






Unless otherwise specified in the Plan,
a Participant shall not have any rights as a
shareholder with respect to Shares issued under this Plan, until such time as the Shares shall
be registered in the name of the Participant in the Company’s register of shareholders.




	14.	 	No Special Employment Rights






Nothing contained in this Plan shall confer upon any Participant any right with respect to the
continuation of employment by or service to the Company or Affiliate or to interfere in any
way with the right of the Company or Affiliate, to terminate such employment or service or to
increase or decrease the compensation of the Israeli Participant.




	15.	 	Restrictions on Sale of Options and Shares





15.1 Options





Options may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed
of, except by will or the laws of descent.



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15.2 Shares





Unless otherwise
determined by the Administrator, prior to the Company’s IPO,
the Shares may not be sold assigned, transferred, pledged, hypothecated or
otherwise disposed of, except as stated below in this Section 15. Unless
otherwise determined by the Administrator, any Underlying Shares issued upon
exercise of Options, Granted under any of the tax tracks detailed in Section 11
above, will be held by the Trustee until the earlier to occur of a Merger, as
detailed in Section 15.3 or 15.4 below, or an IPO.



15.3 Mergers



In the event of a Merger
Transaction, then, subject to obtaining the applicable
approvals of the Israeli Tax Authorities, the Administrator in its sole
discretion, shall decide:




	 	(A)	 	if and how the unvested Options shall be canceled, replaced or accelerated;
	 
	 	(B)	 	if and how vested Options (including Options with respect to which the
vesting period has been accelerated according to Section 15.3.(a) shall
be exercised, replaced and/or sold by the Trustee or the Company (as the
case may be) on the behalf of Israeli Participants; and
	 
	 	(C)	 	how Underlying Shares issued upon exercise of the Options and
held by the Trustee on behalf of Israeli Participants shall be replaced
and/or sold by the Trustee on behalf of the Israeli Participant.





15.4 Acquisition of Shares by the Company




The Company may decide at any time, in its sole discretion and subject to
applicable law, to purchase all or some of the outstanding Options or Underlying
Shares of all or some of the Participants. Options or Underlying Shares shall be
purchased by the Company at a price calculated on the basis of the Company’s
shareholders’ equity as reflected in its last financial statements or in the
last round of investment, or at a price that shall be determined by the
Company’s board of directors in its sole discretion.



15.5 Acceleration Provision




The Administrator, in its sole discretion, may decide to add a provision in
certain Grant Letters, according to which in case of a Merger, all or some of
the unvested Options, shall automatically accelerate.



15.5
LockUp




Notwithstanding the Holding Period, following the Company’s IPO, at the request
of the underwriter, the Administrator may determine that the Underlying Shares
issued pursuant to the exercise of Options may be subject to a lock-up period
of 180 days, or such longer period of time as may be recommended by the
Company’s



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Board of Directors, during which time Participants shall not be allowed to sell Shares.




	16.	 	Voting






Until consummation of the Company’s IPO, Shares issued to a Participant or to the Trustee
for the benefit of a Participant, shall be voted by an irrevocable proxy assigned to Mr.
Ziv Karni who has been appointed by the Company’s Board of Directors as a representative
(the “Representative”).




	 	(A)	 	The Company’s Board of Directors may, at its discretion,
replace the Representative from time to time.
	 
	 	(B)	 	Shares subject to proxy shall be voted by the Representative
on any issue or resolution brought before the shareholders of the Company in accordance
with instructions of the Board of Directors of the Company.
	 
	 	(C)	 	Each Participant, upon execution of the irrevocable proxy specified above,
undertakes to hold the Representative harmless from any and all claims
related or connected to said proxy.
	 
	 	(D)	 	The Representative shall be indemnified and held harmless by
the Company against any cost or expense (including attorneys’ fees) reasonably incurred by
the Representative, or any liability (including any sum paid in settlement of a
claim with the approval of the Company) arising out of any act or omission to
act in connection with the voting of the Shares subject to proxy, unless
arising out of the Representative’s own fraud or gross negligence, to the
extent permitted by applicable law. In the event the Representative shall have
indemnification by virtue of other functions or services he or she performs for
the Company or Affiliate (whether by agreement, insurance policy or decision
of the appropriate corporate body(ies) of the Company and/or Affiliate), this
indemnification shall be in addition to any such other indemnification.






	17.	 	Tax Matters






This Plan shall be governed by, and shall conform with and be interpreted so as to comply
with, the requirements of the Ordinance and any written approval from any relevant Tax
Authorities. All tax consequences under any applicable law (other than stamp duty) which
may arise from the Grant or Allocation of Options, from the exercise thereof or from the
holding or sale of Underlying Shares (or other securities issued under the Plan) by or on
behalf of the Participant, shall be borne solely by the Participant. The Participant shall
indemnify the Company and/or Affiliate, as the case may be, and hold them harmless,
against and from any liability for any such tax or any penalty, interest or indexing.




If the Company elects to Allocate Options according to the provisions of the Income Tax
Track Without a Trustee (Section 11.3 of this Plan), and if prior to the exercise of any
and/or all of these Options, such Israeli Participant ceases to be an employee, director,
or officer of the Company or Affiliate, the Israeli Participant shall deposit with the
Company a guarantee or other security as required by law, in order to ensure the payment of
applicable taxes upon the Exercise of such Options.



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	18.	 	Withholding Taxes






Whenever an amount with respect to withholding tax relating to Options Granted to a
Participant and/or Underlying Shares issued upon the exercise thereof is due from the
Participant and/or the Company and/or an Affiliate, the Company and/or an Affiliate shall have
the right to demand from a Participant such amount sufficient to satisfy any applicable
withholding tax requirements related thereto, and whenever Shares or any other non-cash assets
are to be delivered pursuant to the exercise of an Option, or transferred thereafter, the
Company and/or an Affiliate shall have the right to require the Participant to remit to the
Company and/or to the Affiliate, or to the Trustee an amount in cash sufficient to satisfy any
applicable withholding tax requirements related thereto. If such amount is not timely
remitted, the Company and/or the Affiliate shall have the right to withhold or set-off
(subject to Law) such Shares or any other non-cash assets pending payment by the Participant
of such amounts.




With
regard to Options Granted to Israeli Participants — until all
taxes have been paid in accordance with Rule 7 of the Section 102 Rules, Options and/or Underlying Shares
may not be sold, transferred, assigned, pledged, encumbered, or otherwise willfully
hypothecated or disposed of, and no power of attorney or deed of transfer, whether for
immediate or future use may be validly given. Notwithstanding the foregoing, the Options
and/or Underlying Shares may be validly transferred in accordance with Section 20 below,
provided that the transferee thereof shall be subject to the provisions of Section 102 and the
Section 102 Rules as would have been applicable to the deceased Israeli Participant were he or
she to have survived.




	19.	 	No Transfer of Options






The Trustee shall not transfer Options to any third party, including a Participant, except in
accordance with instructions received from the Administrator.




	20.	 	Transfer of Rights Upon Death






No transfer of any right to an Option or Underlying Share issued upon the exercise thereof
by will or by the laws of descent shall be effective to bind the Company unless the Company
shall have been furnished with the following signed and notarized documents:




	 	(A)	 	A written request for such transfer and a copy of the legal documents creating
and confirming the right of the person acting with respect to the Participant’s
estate and of the transferee;
	 
	 	(B)	 	A written consent by the transferee to pay any amounts in connection with the
Options and Underlying Shares any payment due according to the provisions
of the Plan and otherwise abide by all the terms of the Plan; and
	 
	 	(C)	 	any such other evidence as the Administrator may deem necessary to
establish the right to the transfer of the Option or Underlying Share issued
upon the exercise thereof and the validity of the transfer.




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	21.	 	No Right of Others to Options






Subject to the provisions of the Plan, no person other than the Participant shall have any
right with respect to Options Granted to the Participant’s under the Plan.




	22.	 	Expenses and Receipts






The expenses incurred in connection with the administration and implementation of the Plan
(including any applicable stamp duty) shall be borne by the Company. Any proceeds received by
the Company in connection with the exercise of any Option may be used for general corporate
purposes.




	23.	 	Required Approvals






The Plan is subject to the receipt of all approvals required under the Ordinance, the Code
and the Law.




	24.	 	Applicable Law






This Plan and all documents delivered or executed by the Company or Affiliate in connection
herewith shall be governed by, and construed and administered in accordance with the Law.




	25.	 	Treatment of Participants






There is no obligation for uniformity of treatment of Participants.




	26.	 	No Conflicts






In the event of any conflict between the terms of the Plan and the Grant Letter, the Plan
shall prevail, unless the Grant Letter stated specifically that the conflicting provision in
the Grant Letter shall prevail.




	27.	 	Participant Undertakings






By entering into this Plan, the Participant shall (1) agree and acknowledge that he or she
have received and read the Plan and the Grant Letter; (2) undertake all the provisions set
forth in: Section 3i or Section 102 as applicable (including provisions regarding the
applicable Tax Track that the Company has selected), the Plan, the Grant Letter and the Trust
Agreement (if applicable); and (3) if the Options are Granted under Section 102, the Israeli
Participant shall undertake that subject to the provisions of Section 102 and the Rules, he
or she shall not to sell or release the Underlying Shares from trust before the end of the
Holding Period (if any).



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