Unassociated Document



 

GuruNet
Corporation




2004
STOCK OPTION PLAN




102
CAPITAL GAIN STOCK OPTION AGREEMENT




made and
entered into on the __ day of ______, _____ 




By and
between




GuruNet
Corporation

(hereinafter:
the “Company”)




and


___________________

(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 (2004) (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.  



 







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	 	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 $0.001, 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
	 	 	 
	 	The
      Options shall vest over a period of four years from the vesting start
      date, as follows: One
      fourth (25%) of the Options shall vest one year after the vesting start
      date 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
____________.









 






	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 








 







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	 	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 grant approval 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. 
	 	 	 
	 	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. 















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	 	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 
	 	 	 	 








 


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