Unassociated Document


    EXHIBIT
10.14(ii)

     

     

    
 

    BIOCANCELL
THERAPEUTICS INC.

    GLOBAL
SHARE INCENTIVE PLAN (2007)

    


     

    OPTION
AGREEMENT

     

    FOR
OPTIONS GRANTED UNDER SECTION 102(b)(2)

     

    OF
THE ISRAELI INCOME TAX ORDINANCE

     

    TO
EMPLOYEES, OFFICERS OR DIRECTORS

     

    AS
102 CAPITAL GAINS TRACK OPTIONS

     

    


     

    Unless otherwise defined
herein, capitalized terms used in this Option Agreement shall have the same
meanings as ascribed to them in the BioCancell Therapeutics Inc. Share Incentive
Plan (2007) and the Appendix thereto for Israeli Taxpayers (jointly referred to
herein as the “Plan”, except where the context otherwise
requires).

     

    This
Option Agreement (the “Agreement”) includes the Notice of Option Grant attached
hereto (the “Notice of Option Grant”). Capitalized terms not defined in this
Agreement shall have the meaning ascribed to them in the Plan.

     

     

    1.           Grant
of Options.

     

    The Board
of Directors of BioCancell Therapeutics Inc. hereby grants to the Participant,
Options to purchase the number of Shares set forth in the Notice of Option
Grant, at the exercise price per Share set forth in the Notice of Option Grant
(the "Exercise Price"), and subject to the terms and conditions of Section
102(b)(2) of the Income Tax Ordinance (New Version) - 1961, the Plan, which is
incorporated herein by reference, and the Trust Agreement, entered into between
the Company and ESOP Trust Company (the “Trustee”).  The Options are
granted as a 102 Capital Gains Track Grant.  In the event of a
conflict between the terms and conditions of the Plan and this Option Agreement,
the terms and conditions of the Plan shall prevail.  However, the
Notice of Option Grant sets out specific terms for the Participant hereunder,
and will prevail over more general terms in the Plan and/or this Agreement, if
any, or in the event of a conflict between them.

     

     

    2.           Issuance
of Options.

     

    2.1           The
Options will be registered in the name of the Trustee as required by law to
qualify under Section 102, for the benefit of the
Participant.  Participant shall comply with the ITO, the Rules, and
the terms and conditions of the Trust Agreement entered into between the Company
and the Trustee.

     

     

    2.2           The
Trustee will hold the Options or the Shares to be issued upon exercise of the
Options for the Required Holding Period, as set forth in the Plan.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.3    The
Participant hereby undertakes to release the Trustee from any liability in
respect of any action or decision duly taken and bona fide executed in
relation to the Plan, or any Option or Share granted to him
thereunder.

     

     

    2.4    The
Participant hereby confirms that he shall execute any and all documents which
the Company or the Trustee may reasonably determine to be necessary in order to
comply with the ITO and particularly the Rules.

     

     

    3.           Non-Transferability
of Options and Shares.

     

     

    3.1    Non-Transferability of
Options.  The Options may not be transferred in any manner
other than by will or the laws of descent or distribution and may be exercised
during the lifetime of the Participant, by the Participant only.  The
transfer of the Options is further limited as set forth in the
Plan.

     

     

    3.2    Non-Transferability of
Shares.  The transfer of the Shares to be issued upon exercise
of the Options is limited as set forth in the Plan and in Section 5.4
below.

     

     

    4.           Period
of Exercise.

     

     

    4.1    Term of
Options.  The Options may be exercised in whole or in part once
vested at any time for a period of ten (10) years from the Date of Grant, as set
forth in the Notice of Option Grant, subject to Section 4.2
below.  The Date of Grant, the dates at which the Options vest and the
dates at which they are exercisable are set out in the Notice of Option
Grant.

     

     

    4.2    Termination of
Options.  Options shall terminate as set forth in the
Plan.  Options may be exercised following termination of Participant’s
relation as a Service Provider solely in accordance with the provisions of
Section 9 of the Plan, unless otherwise explicitly stated in the Notice of
Option Grant.

     

     

    5.           Exercise
of Option Award.

     

     

    5.1    The Options,
or any part thereof, shall be exercisable by the Participant’s signing and
returning to the Company at its principal office (and to the Trustee, where
applicable), a “Notice of Exercise”  in the form attached hereto as
Exhibit B, or
in such other form as the Company and/or the Trustee may from time to time
prescribe, together with payment of the aggregate purchase price in accordance
with the provisions of the Plan.

     

     

    5.2    In order to
issue Shares upon the exercise of any of the Options, the Participant hereby
agrees to sign any and all documents required by law and/or the Company's
Corporate Charter and/or the Trustee.

     

     

    5.3    After a Notice
of Exercise has been delivered to the Company it may not be rescinded or revised
by the Participant.

     

     

    
      
        
        

      

      
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    5.4              The
Company will notify the Trustee of any exercise of Options as set forth in the
Notice of Exercise.  If such notification is delivered during the
Required Holding Period, the Shares issued upon the exercise of the Options
shall be issued in the name of the Trustee, and held in trust on the
Participant’s behalf by the Trustee.  In the event that such
notification is delivered after the end of the Required Holding Period, the
Shares issued upon the exercise of the Options shall either (i) be issued in the
name of the Trustee, subject to the Trustee’s prior written consent, or (ii) be
transferred to the Participant directly, provided that the Participant first
complies with the provisions of Section 7 below.  In the event that
the Participant elects to have the Shares transferred to the Participant without
selling such Shares, the Participant shall become liable to pay taxes
immediately in accordance with the provisions of the ITO.

     

     

    6.           Taxes.

     

     

    6.1           Any
tax consequences arising from the grant or exercise of any Option, from the
payment for Shares covered thereby, or from any other event or act (of the
Company, and/or its Affiliates, and the Trustee or the Participant) relating to
the Options or Shares issued upon exercise thereof, shall be borne solely by the
Participant, with the exception of taxes imposed upon the Company or its
Affiliate by law, such as the employer’s component of payments to the National
Insurance Institute. The Company and/or its Affiliates, and/or the Trustee shall
withhold taxes according to the requirements under the applicable laws, rules,
and regulations, including withholding taxes at source. Furthermore, the
Participant agrees to indemnify the Company and/or its Affiliates and/or the
Trustee and hold them harmless against and from any and all liability for any
such tax or interest or penalty thereon, including without limitation,
liabilities relating to the necessity to withhold, or to have withheld, any such
tax from any payment made to the Participant for which the Participant is
responsible. The Company or any of its Affiliates and the Trustee may make such
provisions and take such steps as it/they may deem  necessary or
appropriate for the withholding of all taxes required by law to be withheld with
respect to Options granted under the Plan and the exercise thereof, including,
but not limited, to (i) deducting the amount so required to be withheld from any
other amount then or thereafter payable to a Participant, including by deducting
any such amount from a Participant's salary or other amounts payable to the
Participant, to the maximum extent permitted under law and/or (ii) requiring a
Participant to pay to the Company or any of its Affiliates the amount so
required to be withheld as a condition of the issuance, delivery, distribution
or release of any Shares and/or (iii) by causing the exercise and sale of any
Options or Shares held by on behalf of the Participant to cover such liability
up to the amount required to satisfy  minimum statutory withholding
requirements. In addition, the Participant will be required to pay any amount
that exceeds the tax to be withheld and transferred to the tax authorities,
pursuant to applicable Israeli tax regulations.

     

    6.2              THE
PARTICIPANT IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX
CONSEQUENCES OF RECEIVING OR EXERCISING THE OPTIONS.

     

    
      
        
        

      

      
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    7.     Legal
Compliance

     

    Shares
shall not be issued pursuant to the exercise of an Option  unless the
exercise of such Option and the issuance and delivery of such Shares shall
comply with applicable securities and other laws and shall be further subject to
the approval of counsel for the Company with respect to such compliance. The
inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company’s counsel to be necessary
to the lawful issuance and sale of any Shares hereunder, shall relieve the
Company of any liability in respect of the failure to issue or sell such Shares
as to which such requisite authority shall not have been obtained.

     

     

     

     

    8.           Adjustments
upon Certain Transactions

     

     

    In the
event of a Transaction, the provisions of Section 10.2 of the Plan will apply,
unless otherwise explicitly provided in the Notice of Option Grant.

     

     

    9.           Miscellaneous.

     

    9.1           Continuance of
Employment.  Participant acknowledges and agrees that the
vesting of shares pursuant to the vesting schedule hereof is earned only by
continuing as a Service Provider at the will of the Company (or its Affiliate)
(not through the act of being hired, being granted this Option or acquiring
Shares hereunder).  Participant further acknowledges and agrees that
in the event that Participant ceases to be a Service Provider, the unvested
portion of his Options shall not vest and shall not become exercisable.
Participant further acknowledges and agrees that this Agreement, the
transactions contemplated hereunder and the vesting schedule set forth herein do
not constitute an express or implied promise of continued engagement as a
Service Provider for the vesting period, for any period, or at all, shall not
interfere in any way with Participant's right or the right of the Company or its
Affiliate to terminate Participant's relationship as a Service Provider at any
time, with or without cause, and shall not constitute an express or implied
promise or obligation of the Company to grant additional Options to Participant
in the future.

     

    9.2           Governing Law.  This
Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of Israel, without giving effect to the rules respecting
conflict of law.

    


    9.3    Entire
Agreement.  This Agreement, together with the Notice of Option
Grant, the Plan and the Trust Agreement, constitutes the entire agreement
between the parties hereto and supersedes all prior agreements, understandings
and arrangements, oral or written, between the parties hereto with respect to
the subject matter hereof.  No agreement or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not expressly set forth in this Agreement,
the Notice of Option Grant or the Plan.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    9.4           Successors and
Assigns.  This Agreement shall be binding upon and shall inure
to the benefit of the Company, its successors and assigns, and the Company shall
require such successor or assign to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession or assignment had taken
place.  The term “successors and assigns” as used herein shall include
a corporation or other entity acquiring all or substantially all the assets and
business of the Company (including this Agreement) whether by operation of law
or otherwise.

    


     

    


     

    *                      *                      *

     

    


     

    
      
        
        

      

      
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    By the
signature of the Participant and the signature of the Company's representative
below, Participant and the Company agree that the Options are granted under and
governed by (i) this Option Agreement, (ii) the Plan (including the Appendix for
Israeli Taxpayers), a copy of which has been provided to Participant or made
available for his/her review, (iii) Section 102(b)(2) of the Income Tax
Ordinance (New Version) – 1961 and the Rules promulgated in connection
therewith, and (iv) the Trust Agreement, a copy of which has been provided to
Participant or made available for his/her review.  Furthermore, by
Participant’s signature below, Participant agrees that the Options will be
issued to the Trustee to hold on Participant’s behalf, pursuant to the terms of
the ITO, the Rules and the Trust Agreement.

     

    In
addition, by his signature below, Participant confirms that he is familiar with
the terms and provisions of Section 102 of the ITO, particularly the Capital
Gains Track described in subsection (b)(2) thereof, and agrees that he will not
require the Trustee  to release the Options or Shares to him, or to
sell the Options or Shares to a third party, during the Restricted Holding
Period, unless permitted to do so by applicable law.

     

     

    In Witness
Whereof, the Company has caused this Option Agreement to be executed by
its duly authorized officer and the Participant has executed this Option
Agreement as of the Date of Grant.

     

    


     

    
      	
              BioCancell
      Therapeutics Inc.

              By:          _________________

              Name:     _________________

              Title:       _________________

            	
              Participant

               

               

                                                        

            


    

    


     

     

    
      
        
        

      

      
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    EXHIBIT
A

     

    NOTICE OF SHARE OPTION
GRANT

     

    


     

    (Name)

     

    (Address)

     

    


     

    The undersigned Participant has been
granted an Option to purchase Ordinary Shares of the Company, subject to the
terms and conditions of the Plan and this Option Agreement, as
follows:

     

    


     

    Date of
Grant

    Vesting
Commencement Date

    Exercise
Price per Share

    Total
Number of Shares Granted

    Total
Exercise Price

    Term/Expiration
Date                                                                               As
set forth in the Plan

    


    Type of
Options                                                                               Section
102 – Capital Gains Track

    


     

    


     

    Vesting
Schedule:

     

    


    This Option shall be exercisable, in
whole or in part, according to the following vesting schedule, subject to
Participant’s continuing to be an employee, officer or director on such vesting
dates:

    


    25% of
the Shares subject to the Option shall vest on the one year anniversary of the
Date of Grant. Thereafter, 6.25% of the Shares subject to the Option shall vest
at the end of each calendar quarter, i.e. March 31, June 30, September 30 or
December 31 of any given year after the Vesting Commencement Date, until fully
vested.

     

    Options
that do not vest and become exercisable in accordance with the above (or as
otherwise provided under the Plan) will be terminated in accordance with the
Plan.

     

    Acceleration:

     

    Notwithstanding
anything to the contrary in the Plan (including the Appendix thereto) in the
event that the Participant's employment with the Company terminates as a result
of the Employee's death or disability (as defined in the Plan) or upon
termination by the Company of the Participant's employment for any reason other
than Cause, any unvested Options shall be accelerated so that all such Options
shall be immediately vested in full as of the date of such
termination.

     

    


     

    
      
        
        

      

      
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    Additional
Terms:

     

    


     

    Notwithstanding
anything to the contrary in Section 4.2(b) of the Plan, in the event of any such
change in the capital structure or business of the Company by reason of any
stock split, reverse stock split, stock dividend, combination or
reclassification of shares, recapitalization, or other change in capital
structure of the Company, merger, consolidation, spin-off, reorganization,
partial or complete liquidation, issuance of rights or warrants to purchase any
Common Stock or securities convertible into Common Stock, any sale or transfer
of all or part of the Company’s assets or business, or any other corporate
transaction or event having an effect similar to any of the foregoing and
effected without receipt of consideration by the Company the Committee will not
have the authority to cancel outstanding Options hereunder in consideration of
payment in cash or other property in exchange therefore without the prior
written consent of the Participant, unless all of the holders of Options which
the Plan will be subject to such cancellation on the same terms, in which event
the Participant’s consent shall not be required.

     

     

    
      
        
        

      

      
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    EXHIBIT
B

     

    EXERCISE
NOTICE

     

    


     

    BioCancell
Therapeutics Inc.

     

    


     

    Attention:
[Chief Financial Officer]

     

    


    


     

    1.           Option.  I
have been granted options (the “Option”) to purchase ordinary shares (the “Shares”) of BioCancell
Therapeutics Inc. (the “Company”) pursuant to the
Company’s Global Share Incentive Plan (2007) and the Appendix thereto for
Israeli Taxpayers (the “Plan”), the Notice of Option
Grant (the “Notice”) and
Option Agreement (the “Option
Agreement”), as follows:

    


    
      
        
          
            	
                    Date
      of Option Grant:

                  	 
      
	
                    Number
      of Option Shares:

                  	 
      
	
                    Exercise
      Price per Share:

                  	
                    US$

                  


          

        

      

    

    


    2.           Exercise of
Option.  I hereby elect to exercise the Option to purchase the
following number of Shares, all of which are Vested Shares in accordance with
the Notice and the Option Agreement:

    


    
      
        	
                Total
      Shares Purchased:

              	 
      
	
                Total
      Exercise Price (Total Shares  X  Price Per 
      Share):

              	
                US$

              


      

    

    


    3.           Payments.  Enclosed
is the payment in full of the total exercise price for the Shares in the
following form(s), as authorized by my Option Agreement:

    


    
      
        
          
            
              
                	
                        Cash:

                      	
                        US$/NIS

                      
	
                        Check:

                      	
                        US$/NIS

                      
	 
      	
                        Circle
      the appropriate currency of actual
payment

                      


              

            

          

        

      

    

    


    


    


     

    4.           Tax
Withholding.  The Participant explicitly acknowledges
Section 6 of the Option Agreement, with respect to its bearing of any tax
consequences in connection to the Option, and the exercise thereof, and without
limitation hereby authorizes payroll withholding and otherwise will make
adequate provision for all appliable tax withholding obligations of the Company,
if any, in connection with the Option, all as more completely described in the
plan and the Option Agreement and Plan.

     

    
      
        
        

      

      
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    5.           Participant
Information.

    


    
      	
              Participant’s
      address is:

            	 
      
	
              Participant’s
      ID Number is:

            	 
      


    

    


    6.           Binding
Effect.  I agree that the Shares are being acquired in
accordance with and subject to the terms, provisions and conditions of the Plan
and the Option Agreement and the Trust Agreement between the Company and the
Trustee, to all of which I hereby expressly assent.  This Agreement
shall inure to the benefit of and be binding upon my heirs, executors,
administrators, successors and assigns.

    


    I FURTHER
ACKNOWLEDGE THAT THE TRANSFER OF THE SHARES IS ALSO SUBJECT TO THE APPLICABLE
RESTRICTIONS PROVIDED BY THE PLAN, AND PARTICULARLY THOSE RESTRICTIONS IMPOSED
IN THE FRAMEWORK OF AMENDED SECTION 102(B)(2) OF THE ISRAELI TAX
ORDINANCE.

    


     

    


     

    I
understand that I am purchasing the Shares pursuant to the terms of the Plan,
the Notice of Option Grant and the Option Agreement, copies of which I have
received and carefully read and understand.

    


     

    
      
        
          
            	 
      	
                    Very
      truly yours,

                  
	 
      	
                     

                    __________________

                    (Signature)

                  
	 
      	
                     

                    Print
      Name

                  
	 
      	
                    Dated:

                  
	
                    Receipt
      of the above is hereby acknowledged.

                    BIOCANCELL
      THERAPEUTICS INC.

                  	 
      
	 	 
	
                    By:

                  	 
      
	 	 
	
                    Title:

                  	 
      
	 	 
	
                    Dated:

                  	 
      


          

        

      

    

    


     

    
      
        
        

      

      
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