Unassociated Document





Atomica
Corporation




2003
STOCK OPTION PLAN




102
CAPITAL GAIN STOCK OPTION AGREEMENT




made and
entered into on the ______________, 2003 




By and
between




Atomica
Corporation

(hereinafter:
the “Company”)




and




[Name
of Officer]

(hereinafter:
the “Optionee”)


 




	WHEREAS: 	 	The Optionee is an Employee as
      defined in the Plan; and
	 	 	 
	WHEREAS:  	 	
      The
      Company desires to grant the Optionee options to purchase Shares in the
      Company, and the Optionee is interested in receiving the aforesaid
      options, all in accordance with and subject to the Company’s Stock Option
      Plan (2003) (the “Plan”)
      and the provisions of this Stock Option Agreement, and their intention is
      that the provisions of Section 102 of the Israeli Income Tax Ordinance
      (New Version) 1961 (the “Ordinance”),
      as amended and any regulations, rules, orders or procedures promulgated
      there under, including tax rules (Preferential Tax Treatment regarding
      Issuance of Shares to Employees, 2003) (“Section
      102”),
      relating to the allocation of options in the capital gain track, shall
      apply to the options granted; and

	 	 	 
	WHEREAS: 	 	The Optionee has read all of the
      provisions and the terms of the Plan and this Stock Option Agreement and
      wishes to be bound by them and desires that they apply to the options
      which shall be granted to him hereunder.



 

NOW
THEREFORE IT IS AGREED AS FOLLOWS:

 




	1.	Preamble
      and definitions 
	 	 	 
	 	1.1  	
      
      
      
      The
      Preamble to this Stock Option Agreement constitutes an integral part
      hereof.




	 	 	 
	 	1.2 	
      
      
      Unless
      the context otherwise requires, terms used herein this Stock Option
      Agreement shall have the same meaning as in the Plan.
      






 















 





	2. 	Application of the
      Provisions of the Plan 
	 	 	 
	 	2.1 	The Optionee hereby declares that he has
      carefully read the Plan and that he acknowledges and agrees to all of the
      provisions, conditions, limitations, authorizations, declarations and
      commitments included therein. 
	 	 	 
	 	2.2	The Optionee declares and agrees that this
      Stock Option Agreement and the Plan prevail over any previous agreement,
      arrangement and/or understanding, whether written or oral between the
      Optionee and the Company and/or any Subsidiary, or the officers and/or
      directors and/or the shareholders thereof with respect to the matters
      herein included, and with respect to options to purchase shares in the
      Company which have not yet been actually issued or granted, (with the
      exception of options that are planned to be granted under another approved
      stock option plan which was adopted by the Company), and that any
      agreement, arrangement and/or understanding as aforesaid are null and void
      and of no further force or effect. 
	   	 	 
	 	2.3	All of the provisions, conditions,
      limitations and declarations included and specified in the Plan, as the
      same shall be amended from time to time, are hereby incorporated herein by
      reference and constitute an integral part of this Stock Option Agreement
      and of the Optionee’s commitments hereunder. Except and to the extent
      otherwise expressly provided herein, nothing in this Stock Option
      Agreement or in the provisions hereof shall derogate from anything
      contained in the Plan. 
	   	 	 
	 	2.4	The Optionee declares, covenants and agrees
      that the provisions of Section 102, as the same shall be amended from time
      to time and the agreement that was signed between the Company and the
      Trustee (“Trust Agreement”) are fully binding on the Optionee, and shall
      prevail in case of contradiction, over any other provision in the Stock
      Option Agreement or in the Plan. Further, the Optionee agrees to execute
      any and all documents which the Company or the Trustee may reasonably
      determine to be necessary in order to comply with the Ordinance and,
      particularly, the rules. 
	 	 	 
	 	2.5	The Optionee declares and agrees that he is
      obligated not to make any disposition of the Options or the Shares
      received upon exercise of such Options until the end of the Lock-up
      Period. The meaning of this declaration for purposes of income tax is that
      if the Employee voluntarily sells the Options or the Shares issued upon
      their exercise before the end of the Lock-up Period, the provision of
      Section 102, relating to non-compliance with the Lock-up Period, shall
      apply.  



 







2












 


	 	2.6	A copy of the Plan is attached hereto and
      constitutes an integral part hereof. 
	 	 	 
	3. 	Grant of
      Options 
	 	 	 
	 	3.1	The Company hereby grants the Optionee _________,
      102
      Capital Gain Stock Options to purchase _________
      Shares of common stock, par value USD $.001, all subject to the conditions
      of the Plan, at an Exercise Price of USD ____
      (the "Exercise
      Price"). 
	 	 	 
	   	3.2 	The Options have been issued to the Trustee
      on behalf of the Optionee. 
	 	 	 
	 	3.3 	The Optionee is aware that the Company
      intends to issue additional Shares in the future to various entities and
      individuals, as the Company in its sole discretion shall
    determine. 
	 	 	 
	4. 	Transfer of
      Options 
	 	 	 
	 	The transfer of these
      Options is limited as set forth in the Plan. 
	 	 	 
	5. 	Exercise
      Price 
	 	 	 
	 	
      Each
      Option may be exercised in consideration of the payment in cash (or by any
      other mean as specified in the Plan) of the Exercise Price indicated
      above.

	 	 	 
	6. 	Vesting of
      Options 










 


	A.  	
      The
      Options shall vest over a period of four years from the vesting
      start datedate
      the Option were allocated to the Trustee,
      as follows: One fourth (25%) of the Options shall vest one
      year after the vesting start dateon
      January
      14, 2004;
      with the remaining three-fourths of the Options to vest in equal monthly
      amounts over the following thirty-six month period (2.08333% per month);
      in all cases, provided that at the time of vesting, the Optionee shall
      still be an Employee of the Company or any Subsidiary.
      The Optionee’s vesting start date shall be _____________.




 


	B.  	
      Notwithstanding
      any other provision in this Agreement or the Plan, in the event of a
      “Change of Control” as defined in paragraph 6.C. below, 50% of the
      unvested options, at such time, shall vest immediately. Additionally, if,
      in the event of a “Change of Control”, and within twelve (12) months
      thereafter, the Company terminates the Optionee’s employment with the
      Company without cause, 100% of the unvested options on the date of such
      termination shall vest immediately, and the period to exercise the options
      from date of termination shall be 180 days.




 







3







 




	C.  	
      For
      purposes of paragraph 6.B., a change of control in the Company shall be
      deemed to have occurred in the event the ownership of more than 50% of the
      shares of the Company are transferred, directly or indirectly, to a third
      party not affiliated with the Company, or if the Company sells, transfers,
      leases or otherwise disposes, directly or indirectly, of all or
      substantially all of its assets (“Change of Control”). Notwithstanding,
      the definition “Change of Control” does not refer to the reverse merger of
      the Company into a public shell, during the six months ending February 28,
      2004.





 



	7. 	Method of
      exercise 
	 	 	 
	 	7.1 	The Options, or any part thereof, shall be
      exercised by the Optionee by signing and returning to the Company and the
      Trustee (if such Options are held by the Trustee), at their principal
      offices, a notice of exercise in such form as may be prescribed by the
      Company from time to time (the “Notice
      of Exercise”),
      together with full payment of the Exercise
Price. 
	   	 	 
	 	7.2	In order to issue Shares upon the exercise of
      any of the Options, the Optionee hereby agrees to sign any and all
      documents required by the Company’s management and/or the Trustee and/or
      any law and/or the Company's Articles of Association. 
	 	 	 
	 	7.3	After a Notice of Exercise has been delivered
      to the Company (and/or the Trustee if relevant), it may not be rescinded
      or revised by the Optionee. Subsequent to the Company's receipt of a
      Notice of Exercise, together with the payment of the Exercise Price and
      certification that the taxes referred to in Section 9 below, have been or
      will be paid by the Optionee, the Shares issuable upon the exercise of the
      Options shall be issued to the Optionee, or the Trustee pursuant the
      provision of Section 102. 
	 	 	 
	 	7.4	The Trustee will transfer the Shares to the
      Optionee upon demand, subject to the Plan and this Stock Option Agreement,
      but in no event before all taxes due, if any, have been fully paid. By
      signing this Stock Option Agreement, the Optionee authorizes the Trustee
      not to transfer any Shares issued upon the exercise of the Options prior
      to the full payment of all applicable taxes. 
	 	 	 
	8. 	Terms and
      Expiration 
	 	 	 
	 	These Options, unless terminated
      earlier under the provisions of Section 6 of the Plan, shall expire upon
      the tenth (10th)
      anniversary of the Plan adoption by the Board of
    Directors. 
	 	 	 
	9. 	Taxes 
	 	 	 
	 	9.1	The aforementioned Options and Shares issued
      upon their exercise will be held by the Trustee in trust on behalf of the
      Optionee for a period of at least 24 months from the end of the year on
      which such Options are allocated to the Trustee or a shorter period as
      approved by the tax authorities (the “Lock-up
      Period”),
      under the terms set in Section 102.  
	 	 	 
	 	9.2  	All rights related to the Options or the
      Shares issued upon their exercise will be held by the Trustee until the
      end of the Lock-up Period, including bonus shares, and will be subject to
      the provisions of Section 102 regarding the 102 Capital Gain
    Track. 
	   	 	 
	 	9.3	Any and all taxes, fees and other liabilities
      (as may apply from time to time) in connection with the grant and/or
      exercise of the Options and the sale of Shares issued upon the exercise of
      the Options, will be borne by the Optionee and he will be solely liable
      for all such taxes, fees and other liabilities. Furthermore, the Optionee
      shall 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 penalty thereon. 




 







4












 

 


	 	9.4 	The Optionee acknowledges that the receipt of
      the Options and the acquisition of the Shares to be issued upon the
      exercise of the Options may result in tax consequences. The description
      set forth in the Plan relating to the payment of tax does not purport to
      be a full and complete description of the Optionee’s tax obligations under
      the law. 
	 	 	 
	 	9.5 	In the event that the Company or the Trustee
      determines that it is
      required to withhold any tax as a result of the exercise of these Options,
      the Optionee, as a condition to the exercise of these Options, shall
      make arrangements satisfactory to the Company or the Trustee to enable
      them to satisfy
      all withholding requirements. The Optionee shall also make arrangements
      satisfactory to the Company to enable it to satisfy any withholding
      requirements that may arise in connection with the vesting or
      disposition of Shares purchased by exercising these
    Options. 
	 	 	 
	10. 	Miscellaneous
      Provisions 
	 	 	 
	   	10.1	Each party to this Stock Option Agreement
      agrees to perform any and all further acts and to execute and deliver any
      documents that may reasonably be necessary to carry out the provisions of
      this Stock Option Agreement. 
	   	 	 
	 	10.2 	The Optionee agrees and acknowledges that the
      terms and conditions of this Stock Option Agreement, including without
      limitation the number of Shares for which Options have been granted, are
      confidential. The Optionee agrees that he will not disclose these terms
      and conditions to any third party, except to the Optionee’s financial or
      legal advisors, or family members, unless such disclosure is required by
      law. 
	 	 	 
	 	10.3	Any notice or other communication under this
      Stock Option Agreement must be in writing and shall be effective upon
      delivery by hand, or three (3) business days after deposit
      in the mail, postage prepaid, certified or registered, and addressed
      to the Company or to the Optionee at the corresponding address as written
      in the preamble to this Stock Option Agreement; provided, however, that
      any Notice of Exercise or payment to the Company under Section 7 of this
      Stock Option Agreement shall be effective only upon actual receipt by the
      Company at the address above. Each party shall be obligated to notify the
      other in writing of any change in that party's address. Notice of change
      of address shall be effective only when done in accordance with this
      Subsection. 
	 	 	 
	 	10.4 	The Company may, but shall not be obligated
      to register the sale of Shares issued upon the exercise of the Options
      under the any Applicable Law. 
	 	 	 
	 	10.5 	The Company shall not be obligated to take
      any affirmative action in order
      to cause the sale of Shares issued upon the exercise of the Options under
      this Stock Option Agreement to comply with any
      law. 




IN
WITNESS WHEREOF the parties have signed and delivered this Stock Option
Agreement as of the date first hereinabove set forth.

 


	_________________________	 	 	_________________________ 
	The Company 	 	 	Optionee 



 

 

 

 

 

 







5