EX-10.14



 





Exhibit 10.14









	 	 	 
	 

	 	Headquarters
	 

	 	22 Hanagar Street
	 

	 	Industrial Zone B
	 

	 	Hod-Hasharon, 45420, Israel
	 

	 	Tel: 972 (9) 761 9200
	 

	 	Fax: 972 (9) 744 3626
	 

	 	info@allot.com
	 

	 	www.allot.com






Date: 




Mr. 




Re: Allot Communications Ltd. — Options Grant Letter (“Grant Letter”)



It is with pleasure that I hereby notify you that the Board of Directors of Allot
Communications Ltd. (the “Company”) has decided to grant you options (the “Options”), which shall
enable you to acquire
<<               >> Ordinary Shares of the Company (the “Shares”). The Options are
granted as part of the “Allot Communication Ltd. Stock Option Plan (2003)” (the “Plan”), which was
approved by the Board of Directors. The Options are granted to you under the capital gain tax route
in accordance with the provisions of Section 102 of the Income Tax Ordinance [New Version], 1961 as
now in effect or as hereafter amended (“Section 102”).



Any capitalized terms not specifically defined in this letter shall be construed according to the
interpretation given to them in the Plan.



You will be entitled to exercise the Options on the following vesting dates (the “Vesting Dates”):



As of <<               >>, 25% of the Options
(exercisable to <<               >> Shares); and



As of <<               >> and at the end of every subsequent 3 months – additional 6.25%
(exercisable to <<               >> Shares), up to 100% of the amount of the Options listed above.



Notwithstanding the aforesaid, the Vesting Dates shall be accelerated as follows:



I. In the event of a merger with entities other than the currents shareholders of the Company as a
result of which the Company is not the surviving entity or a sale of at least 80% of the Company’s
share capital to entities other than the currents shareholders of the Company, or in the event of a
sale of all or substantially all of the assets of the Company (collectively the “Qualified Sale”),
then the Vesting Dates shall be fully accelerated and the remaining unvested stock options will
become fully vested immediately prior to the closing of such Qualified Sale.



II. In the event of a sale of more than 50% (and less than 80%) of the Company’s share capital to
entities other than the currents shareholders of the Company (the “Sale”), in which the successor
company (or parent or subsidiary of the successor company) does not agree to assume or substitute
the Options, then the Vesting Dates shall be fully accelerated and the remaining unvested stock
options will become fully vested immediately prior to the closing of such Sale.




pg 1 of 5





 









 










	 	 	 
	 

	 	Headquarters
	 

	 	22 Hanagar Street
	 

	 	Industrial Zone B
	 

	 	Hod-Hasharon, 45420, Israel
	 

	 	Tel: 972 (9) 761 9200
	 

	 	Fax: 972 (9) 744 3626
	 

	 	info@allot.com
	 

	 	www.allot.com





If the successor company (or parent or subsidiary of the successor company) agrees to assume or
substitute the Options and within one (1) year of the closing of a Sale (a) your employment with
the successor company is terminated by the successor company without Cause, or (b) you are not
offered to continue to be employed by the successor company in a comparable or senior position
and/or on comparable or favorable terms, then the Vesting Dates shall be accelerated so that any
unvested portion of the substituted Options shall be immediately vested in full as of the date of
such termination without Cause, or the date upon such change in your position and/or terms shall
take effect, as the case may be.



The above notwithstanding, your rights to accelerated vesting under paragraphs I and II above in
connection with a Qualified Sale or A Sale, as applicable, are subject to your full cooperation
with the Company as the Company shall reasonably request in connection therewith and to your
adherence to all the provisions and performance by you of all obligations set forth in the
agreements related to a Qualified Sale or A Sale, as applicable, as such may apply to you.



For clarification purposes, the provisions of Section 12.5 of the Plan shall be applicable also in
the event of a Qualified Sale or a Sale, and in any event, no Option shall be exercised later than
                (the “Expiration Date”). Each Option shall be exercisable following the Vesting
Dates and subject to the provisions of the Plan, however, no Option shall be exercisable after the
Expiration Date.



Subject to the foregoing, the Options may be exercised by you in whole, at any time, or in part,
from time to time, to the extent that the Options became vested and exercisable, prior to the
Expiration Date.



When you decide to exercise your Options and acquire the Shares, kindly submit a notice of exercise
(the “Notice of Exercise”) to the Company’s Secretary or any other person appointed by the Company
to deal with this matter, who will have you sign all necessary documents. The Notice of Exercise
shall specify the number of Shares with respect to which Options are being exercised. You will be
requested to pay a sum, in NIS in accordance to the representative rate of exchange of the U.S.
Dollar, published by the Bank of Israel and known on the date of the Notice of Exercise, equal to
                     per each Option exercised.



In the event that your employment terminates for any reason, except if the termination is for Cause
(as defined in the Plan), you shall only be able to exercise Vested Options that are exercisable on
the date of termination of employment, within two (2) years from the of termination of your
employment. In the event that termination is the result of death or disability, any Vested Options
still in force may be exercised for a period of two (2) years from the date of such termination.
Options that are not exercised within this time period — shall expire, unless otherwise decided by
the Company Board or Board’s Compensation Committee (the “Committee”). Notwithstanding the above,
in the event that the Company




pg 2 of 5









 










	 	 	 
	 

	 	Headquarters
	 

	 	22 Hanagar Street
	 

	 	Industrial Zone B
	 

	 	Hod-Hasharon, 45420, Israel
	 

	 	Tel: 972 (9) 761 9200
	 

	 	Fax: 972 (9) 744 3626
	 

	 	info@allot.com
	 

	 	www.allot.com





terminates your employment for Cause, you shall not be entitled to exercise any Options not yet
exercised and all such Options, whether or not vested, shall expire on the date of termination of
your employment.



The Options, and/or the Shares acquired upon the exercise of Option and/or shares received
subsequently following any realization of rights, including without limitation bonus shares, shall
be held in trust by a trustee nominated by the Committee and approved in accordance with the
provisions of section 102 (the “Trustee”) and held by the Trustee for such period of time as
required by Section 102 or any regulations, rules or orders or procedures promulgated thereunder
(the “Holding Period”).



You shall not have any voting rights as a shareholder of the Company (in any and all matters
whatsoever) in respect of any Shares purchasable upon the exercise of any Options, until you are
registered as holder of such Shares in the Company’s register of shareholders upon exercise of the
Options.



As the Company’s Shares may be publicly traded in a stock exchange, you may be subject to the rules
and regulations of such stock exchange commission. Therefore, you may be required in different
occasions not to sell your Shares in the Company for a limited period of time. By receiving the
options hereunder you agree to be bound by, and to act in accordance with, the abovementioned
requirements. In addition, any transfer of Shares is subject to restrictions set fourth in the
company’s articles of association.



The Options as well as the Shares are granted to you personally because of your contribution to the
Company. The Options shall not be assignable or transferable except by will or the laws of descent
and distribution.



In accordance with the Plan, you (and not the Company nor the Trustee) will bear all the tax
consequences which may arise from the Option grant, exercise, payment for Shares or any other event
or transaction in connection with the Plan, including tax consequences connected with the sale of
Shares. The Company and/or the Trustee shall withhold taxes according to the requirements under the
applicable laws, rules and regulations, including withholding taxes at source.



You hereby agree to indemnify the Company and the Trustee and hold them harmless against and from
any and all liability for any such tax or interest or penalties thereon, including, without
limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax
from any payment made to you.



You will not be entitled to receive from the Company and/or the Trustee any Shares allocated or
issued upon the exercise of Options prior to the full payments of the tax liabilities arising from
Options which were granted to you and/or Shares issued upon the exercise of Options. For the
avoidance of doubt, neither the Company nor the Trustee shall be required to release any share
certificate until all payments required to be made by you have been fully satisfied.




pg 3 of 5












 










	 	 	 
	 

	 	Headquarters
	 

	 	22 Hanagar Street
	 

	 	Industrial Zone B
	 

	 	Hod-Hasharon, 45420, Israel
	 

	 	Tel: 972 (9) 761 9200
	 

	 	Fax: 972 (9) 744 3626
	 

	 	info@allot.com
	 

	 	www.allot.com





The receipt of the Option and the acquisition of the Shares to be issued upon the exercise of the
Option may result in tax consequences. YOU ARE ADVISED TO CONSULT A TAX ADVISER WITH RESPECT TO THE
TAX CONSEQUENCES OF THE RECEIPT OR THE EXERCISE OF OPTIONS OR THE DISPOSAL OF THE SHARES.



It must be stressed that the explanations included herein regarding the Plan are general only and
that, the entire Plan, a copy of which attached as Exhibit A, is binding. Notwithstanding
the foregoing, the conditions of this Grant Letter in connection with the Options shall
prevail over the provisions of the Plan.



You hereby acknowledge that you are familiar with the provisions of Section 102 and the regulations
and rules promulgated thereunder, including, without limitations, the type of Options granted
hereunder and the tax implications applicable to such grant. In addition, you accept the provisions
of the trust agreement signed between the Company and the Trustee, attached as Exhibit B
hereto, and agree to be bound by its terms.



You represent that you are familiar with the terms and provisions of the Plan, and hereby accept
this Grant Letter subject to all of the terms and provisions thereof. You further acknowledge that
you have reviewed the Plan and this Grant Letter in their entirety, and have had an opportunity to
obtain the advice of counsel prior to executing this Grant Letter and fully understand the
provisions of the Grant Letter. You hereby agree to accept as binding, conclusive and final all
reasonable decisions or interpretations of the Committee in connection with any question arising
under the Plan or this Grant Letter.



You are requested to regard the information contained in this Grant Letter and in the Plan as
confidential information and not to disclose its content to anyone, except if and when required by
law or for the purpose of gaining legal or tax advice.



If you have any questions or you feel that a certain point is not entirely clear to you, you are
welcome to contact Mr. Adi Sapir or who will be glad to answer such questions and provide any
further assistance.



I would like to take the opportunity to thank you for your efforts and your contribution to the
development of our Company. I hope that the grant of these Options shall enhance the feeling of
partnership between the Company and yourself and that you shall continue to contribute to the
Company’s growth and success.



Sincerely,



                         



                         



Allot Communications Ltd.




pg 4 of 5












 










	 	 	 
	 

	 	Headquarters
	 

	 	22 Hanagar Street
	 

	 	Industrial Zone B
	 

	 	Hod-Hasharon, 45420, Israel
	 

	 	Tel: 972 (9) 761 9200
	 

	 	Fax: 972 (9) 744 3626
	 

	 	info@allot.com
	 

	 	www.allot.com





I,                      I.D number                      hereby acknowledge having read the content of this
letter and the Plan and agree to be bound by the provisions herein and therein.



Name + Signature



Date:                     



pg 5 of 5