EXHIBIT 4.10
AMENDMENT NUMBER 1 TO
ORSUS SOLUTIONS LIMITED.
_________________________________________________
2007 INCENTIVE OPTION PLAN
_________________________________________________
__________________________________
AMENDED: JANUARY, 2010
__________________________________
1. Section 2.7 of the Plan shall be replaced in its entirety with the
following:
"EXERCISE PRICE" means (i) with respect to Options - the price that is to
be paid in order to exercise an Option; (ii) with respect to Restricted
Shares - the purchase price pursuant to Section 25.2 below; AND (iii) with
respect to RSUs - the par value of the Shares."
2. Section 2.11 of the Plan shall be replaced in its entirety with the
following:
"OPTION GRANT" means a single grant of Options, Awards and/or RSUs to a
certain Participant as determined by the Board or the Committee.
3. Section 2.13 of the Plan shall be replaced in its entirety with the
following:
"PARTICIPANT" means a person or entity that has been granted Options,
Awards and/or RSUs."
4. A new Section 2.18 will be added to the Plan as follows:
"2.18 "AWARD" shall mean any Restricted Share or any other Share-based
award, granted to a Participant under the Plan."
5. Section 4.1 of the Plan shall be deleted and replaced in its entirety with
the following:
"4.1 Subject to adjustments, as set forth in Section 9 below, the initial
number of Shares reserved for the Option Grant under the Plan shall be
28,000,000 Ordinary A Shares, of US $0.01 par value each (the
"RESERVED SHARES").."
6. A new Section 25 will be added to the Plan as follows:
"25. RESTRICTED SHARES.
The Committee may award Restricted Shares to any eligible Participant,
including under Section 102 of the Income Tax Ordinance (as defined in
Appendix A to the Plan). Each Award of Restricted Shares under the Plan
shall be evidenced by a written agreement between the Company and the
Participant (the "RESTRICTED SHARE AGREEMENT"), in such form as the
Committee shall from time to time approve. The Restricted Share Agreement
shall comply with and be subject to the following terms and conditions,
unless otherwise specifically provided in such Agreement:
25.1 NUMBER AND CLASS OF SHARES. Each Restricted Share Agreement shall
state the number of Shares covered by an Award. It is hereby clarified
that the Restricted Shares shall be the Ordinary A Shares of the
Company.
25.2 PURCHASE PRICE. Each Restricted Share Agreement may state an amount of
purchase price to be paid by the Participant in consideration for the
issuance of the Restricted Shares and the terms of payment thereof,
which may include, payment by issuance of promissory notes or other
evidence of indebtedness on such terms and conditions as determined by
the Committee.
25.3 VESTING. Each Restricted Share Agreement shall provide the vesting
schedule for the Restricted Shares as determined by the Committee,
provided that (to the extent permitted under applicable Law) the
Committee shall have the authority to determine the vesting schedule
and accelerate the vesting of any outstanding Restricted Share at such
time and under such circumstances as it, in its sole discretion, deems
appropriate. Unless otherwise resolved by the Committee and stated in
the Restricted Share Agreement, Restricted Shares shall vest in the
same vesting schedule as set forth in Section 6 hereof.
25.4 RESTRICTIONS. Restricted Shares may not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of, except by
will or the laws of descent and distribution, for such period as the
Committee shall determine from the date on which the Award is granted
(the "RESTRICTED PERIOD"). The Committee may also impose such
additional or alternative restrictions and conditions on the
Restricted Shares, as it deems appropriate, including the satisfaction
of performance criteria. Such performance criteria may include, but
are not limited to, sales, earnings before interest and taxes, return
on investment, earnings per share, any combination of the foregoing or
rate of growth of any of the foregoing, as determined by the
Committee. Certificates for shares issued pursuant to Restricted Share
Awards shall bear an appropriate legend referring to such
restrictions, and any attempt to dispose of any such shares in
contravention of such restrictions shall be null and void and without
effect. Such certificates may, if so determined by the Committee, be
held in escrow by an escrow agent appointed by the Committee, or, if a
Restricted Share Award is made pursuant to Section 102, by the Trustee
(as defined in Appendix A to the Plan). In determining the Restricted
Period of an Award the Committee may provide that the foregoing
restrictions shall lapse with respect to specified percentages of the
awarded Restricted Shares on successive anniversaries of the date of
such Award. To the extent required by the Income Tax Ordinance or the
Income Tax Authorities (as defined in Appendix A to the Plan), the
Restricted Shares issued pursuant to Section 102 shall be issued to
the Trustee in accordance with the provisions of the Income Tax
Ordinance and the Restricted Shares shall be held for the benefit of
the Participant for such period as may be required by the Income Tax
Ordinance.
25.5 ADJUSTMENT OF PERFORMANCE GOALS. The Committee may adjust performance
goals to take into account changes in law and accounting and tax rules
and to make such adjustments as the Committee deems necessary or
appropriate to reflect the inclusion or the exclusion of the impact of
extraordinary or unusual items, events or circumstances. The Committee
also may adjust the performance goals by reducing the amount to be
received by any Participant pursuant to an Award if and to the extent
that the Committee deems it appropriate.
25.6 FORFEITURE. Subject to such exceptions as may be determined by the
Committee, if the Participant's continuous employment with the Group
shall terminate for any reason prior to the expiration of the vesting
date or Restricted Period of an Award or prior to the payment in full
of the purchase price of any Restricted Shares with respect to which
the vesting date or the Restricted Period has expired, any shares
remaining subject to vesting or restrictions or with respect to which
the purchase price has not been paid in full, shall thereupon be
forfeited and shall be deemed transferred to, and reacquired by, or
cancelled by, as the case may be, the Group at no cost to the Group,
subject to all applicable laws. Upon forfeiture of Restricted Shares,
the Participant shall have no further rights with respect to such
Restricted Shares.
25.7 OWNERSHIP. During the Restricted Period the Participant shall possess
all incidents of ownership of such Restricted Shares, subject to
Section 12 and Section 25.4, including the right to receive dividends
with respect to such shares. All distributions, if any, received by a
Participant with respect to Restricted Shares as a result of any stock
split, stock dividend, combination of shares, or other similar
transaction shall be subject to the restrictions applicable to the
original Award.
25.8 Sections 7 and 8 of the Plan shall apply MUTATIS MUTANDIS to the
Restricted Shares"
7. A new Section 26 will be added to the Plan as follows:
"26. RESTRICTED SHARE UNITS.
26.1 A Restricted Share Unit (an "RSU") is an Award covering a number
of Shares that is settled by issuance of those Shares. An RSU may
be awarded to any eligible Participant, including under Section
102. Each grant of RSUs under the Plan shall be evidenced by a
written agreement between the Company and the Participant (the
"RESTRICTED SHARE UNIT AGREEMENT"), in such form as the Committee
shall from time to time approve. Such RSUs shall be subject to
all applicable terms of the Plan and may be subject to any other
terms that are not inconsistent with the Plan. The provisions of
the various Restricted Share Unit Agreements entered into under
the Plan need not be identical. RSUs may be granted in
consideration of a reduction in the recipient's other
compensation.
26.2 Other than the par value of the Ordinary A Shares of the Company,
no payment of cash shall be required as consideration for RSUs.
RSUs may or may not be subject to vesting. Vesting shall occur,
in full or in installments, upon satisfaction of the conditions
specified in the Restricted Share Unit Agreement.
26.3 Without limitation of Section 12, no voting or dividend rights as
a shareholder shall exist prior to the actual issuance of Shares
in the name of the Participant. Notwithstanding anything else in
this Plan (as may be amended from time to time) to the contrary,
unless otherwise specified by the Committee, each RSU shall be
for a term of seven (7) years. Each Restricted Share Unit
Agreement shall specify its term and any conditions on the time
or times for settlement, and provide for expiration prior to the
end of its term in the event of termination of employment or
service providing to the Company, and may provide for earlier
settlement in the event of the Participant's death, Disability or
other events.
26.4 Settlement of vested RSUs shall be made in the form of Shares.
Distribution to a Participant of an amount (or amounts) from
settlement of vested RSUs can be deferred to a date after
settlement as determined by the Committee. The amount of a
deferred distribution may be increased by an interest factor or
by dividend equivalents. Until the grant of RSUs is settled, the
number of such RSUs shall be subject to adjustment pursuant
hereto.
26.5 Sections 7 and 8 of the Plan shall apply MUTATIS MUTANDIS to
RSUs."
ORSUS SOLUTIONS LIMITED
THE 2007 INCENTIVE OPTION PLAN
1. PURPOSE OF THE PLAN
The purpose of this 2007 Incentive Option Plan (the "PLAN") is to advance
the interests of Orsus Solutions Limited (the "COMPANY") and its
shareholders by attracting and retaining the best available personnel for
positions of substantial responsibility, providing additional incentive
to employees, office holders and service providers and promoting a close
identity of interests between those individuals and entities and the
Company, and to enable the Company, under appropriate circumstances, to
donate share capital for charitable purposes.
2. DEFINITIONS
As used herein, the following definitions shall apply:
2.1 "ADMINISTRATOR" means the Board or the Committee, as shall
administer the Plan, as set forth herein.
2.2 "ARTICLES" mean the Company's Articles of Association, as
amended from time to time.
2.3 "BOARD" means the Board of Directors of the Company.
2.4 "BVI COMPANIES LAW" the BVI Business Companies Act, 2004 of
the laws of the British Virgin Islands.
2.5 "COMMITTEE" means the Company's compensation committee, or
in the case there is no such committee, a committee appointed in
order to administer the Plan, and until such committee is
appointed, if at all, the Board.
2.6 "EMPLOYEE" means: (I) any person, employed by the Company
or employed by any Related Entity; and (II) any officer or
director of the Company or a Related Entity.
2.7 "EXERCISE PRICE" means the price that is to be paid in
order to exercise an Option.
2.8 "GROUP" means the Company and the Related Entities taken together.
2.9 "IPO" means an initial public offering of the Company's Shares.
2.10 "OPTION" means an option to purchase a Share according to
the provisions of this Plan.
2.11 "OPTION GRANT" means a single grant of Options to a certain
Participant as determined by the Board or the Committee.
2.12 "OPTION GRANT LETTER AGREEMENT" means the notice letter
attached to this Plan as Exhibit A.
2.13 "PARTICIPANT" means a person or entity that has been granted
Options.
ORSUS SOLUTIONS LIMITED - 2007 INCENTIVE OPTION PLAN
2.14 "RELATED ENTITY" means any parent or subsidiary of the
Company. In addition, Related Entity shall include any business,
corporation, partnership, limited liability company or other
entity in which the Company, or the Company's parent or a
subsidiary holds a substantial ownership and/or interest, directly
or indirectly, and is determined by the Board to be a Related
Entity.
2.15 "SERVICE PROVIDER" means a person or entity who is engaged
by the Company or any Related Entity to render services (e.g.,
consulting services, advisory services, development services,
marketing and sale services or any other services, including
suppliers) to the Company or a Related Entity.
2.16 "SHARE" means the Company's non-voting Ordinary A Shares of
US$0.01 par value, or shares that were issued following an
exercise of an Option.
2.17 "TOTAL OPTION AMOUNT" means the amount of Options granted
to a Participant in a single Option Grant.
3. ADMINISTRATION OF THE PLAN
3.1 Subject to the provisions of the Plan, any applicable law,
the Articles and any other binding commitments taken by the
Company, the Board or the Committee shall have the power and
authority to administer the Plan. Such power and authority shall
include, but not be limited to: (i) approval of Option Grants and
the determination of the terms and provisions of respective Option
Grants, including, the vesting schedules of the Options; the
Exercise Price thereof; provisions concerning the time or times
when and the extent to which Options may be exercised; the nature
and duration of restrictions as to transferability; type and
series of shares underlying the Options, or any other special
conditions relating to an Option Grant; (ii) the acceleration of
any Participant's right to exercise Options, in whole or in part;
(iii) the interpretation of the provisions of the Plan; (iv)
altering, amending or rescinding any resolution or act previously
taken by the Committee; and (v) the determination of any other
matter which is necessary or desirable for, or incidental to, the
administration of the Plan, as set forth in the Plan.
3.2 Notwithstanding the above, the Board shall have the power
and authority to take any act the Committee is empowered and
authorized to take and to alter amend or rescind any act or
resolution taken by the Committee.
3.3 The Committee shall consist of such number of directors as
may be appointed by the Board.
3.4 The Board shall have the exclusive discretion and power to
grant Options. Such power may be delegated by the Board to the
Committee subject to the provisions of the BVI Companies Law.
ORSUS SOLUTIONS LIMITED - 2007 INCENTIVE OPTION PLAN
-2-
3.5 All Committee resolutions and decisions, including the
interpretation and construction of any provision of the Plan,
shall be final and conclusive unless otherwise determined by the
Board.
3.6 No member of the Board or of the Committee shall be held
liable for any act or determination made in good faith with
respect to the Plan or any Option Grant.
4. SHARES RESERVED FOR THE PLAN
4.1 Subject to adjustments, as set forth in Section 9 below, a
total of 8,075,000 Ordinary A Shares, of US$0.01 par value each,
from the Company's authorized share capital shall be reserved and
subject to the Plan (the "RESERVED SHARES").
4.2 Until termination of the Plan the Company shall at all
times reserve sufficient number of Ordinary A Shares in its
authorized share capital to cover for all Reserved Shares that
were not issued.
4.3 Without derogating from Section 4.2 above:
4.3.1 The Company need not reserve Shares with respect to
Options that terminated, expired or were canceled for any
reason prior to exercise thereof.
4.3.2 In the case that there are certain Reserved Shares,
which remain unissued and which are not subject to
outstanding Options, then the Board may resolve that such
Reserved Shares shall cease to be reserved.
5. DESIGNATION OF PARTICIPANTS; OPTION GRANTS
5.1 The Board may grant Option Grants to the following persons
and entities pursuant to the Plan:
5.1.1 Employees.
5.1.2 Service Providers and their employees.
5.1.3 Charitable entities or other persons or entities
that Option Grants may be donated to in order to promote
charitable purposes.
5.2 Unless determined otherwise by the Board or Committee, a
Participant shall not be required to pay any consideration for an
Option Grant.
6. VESTING; EXERCISE PERIOD
6.1 Unless determined otherwise by the Committee or Board, upon
approval of the Option Grant or thereafter, Options underlying an
Option Grant shall vest over four years, commencing on the vesting
commencement date (the "VESTING COMMENCEMENT DATE") as determined
by the Committee.
ORSUS SOLUTIONS LIMITED - 2007 INCENTIVE OPTION PLAN
-3-
6.2 The vesting schedule of each Option Grant shall be as
determined by the Committee. However, unless determined otherwise
by the Committee or Board, upon approval of the Option Grant or
thereafter, the following shall apply:
25% of the Total Option Amount shall vest on the first anniversary
of the Vesting Commencement Date, and additional 1/48 of the Total
Option Amount shall vest on the last day of each month period
immediately after the first anniversary of the Vesting
Commencement Date.
In the case that as a consequence of the vesting schedule
mentioned above a fraction of vested Option is created, then such
fraction shall be rounded up to the nearest whole.
6.3 Notwithstanding anything to the contrary in this Plan, all
Options shall terminate and not bestow any rights on their owner
after ten years from the date the Options were granted. All
Options that have not been exercised by such date shall expire
immediately and the Participants shall not have any claim against
the Company with respect thereto.
6.4 The period within which Options are exercisable shall be
called the "EXERCISE PERIOD".
7. TERMINATION OF EMPLOYMENT WITH THE GROUP
In the event that the Participant is an Employee at the time of the
Option Grant, whose employment with the Group was subsequently
terminated, for whatever reason but subject to Section 7.6 (including but
not limited to (i) dismissal of a Participant or (ii) a Participant's
resignation, or (iii) death of a Participant or (iv) disability of a
Participant), then the following provisions shall apply:
7.1 The date on which employment was terminated under
applicable labor laws, or, in the case an Employee is not an
employee under applicable labor laws, the date in which such
Employee ceases to be an Employee as defined in the Plan, shall be
deemed the date in which such Employee's employment was terminated
("EMPLOYMENT TERMINATION DATE").
7.2 On the Employment Termination Date all Options that are not
vested shall immediately expire.
7.3 In the event that the Participant's termination of
employment is not due to the Participant's death or Disability (as
defined below), then the Participant will be entitled to exercise
all, or part of the vested Options that have not expired, for a
period of sixty (60) days after the Employment Termination Date.
After such sixty (60) days period, all unexercised Options will
automatically expire.
7.4 Notwithstanding the above, in the event of termination of
employment due to the Participant's death or Disability, the
Participant (if applicable) or Participant's estate, or other
person who acquired the right to exercise the Options by way of
bequest or inheritance, may, but only within six (6) months after
the date of such death or Disability, exercise all, or part of,
the vested Options that have not expired. After such six (6)
months period, all unexercised options shall automatically expire.
ORSUS SOLUTIONS LIMITED - 2007 INCENTIVE OPTION PLAN
-4-
For purposes of this Section 7.4, "Disability" shall mean the
inability, due to illness or injury, to engage in any gainful
occupation for which the individual is suited by education,
training or experience, which condition continues for at least six
(6) months. It is hereby clarified that during the period of
disability, the Options shall not vest.
7.5 Notwithstanding Section 7.3 above, all Options granted to a
certain Employee (whether vested or unvested) will immediately
expire if the termination of the Participant's employment is due
to Participant's breach of his/her employment agreement (whether
written or oral) including without limitation, a breach of non
compete obligations, or breach of his/her fiduciary duties towards
the Company or a Related Entity as determined by the Committee or
the Board, in their sole discretion, or in the case that such
Employee may not be entitled to severance pay in whole or in part,
according to applicable law (such event shall be referred hereto
as "Cause").
7.6 For the purposes of this Plan, the Committee or Board is
authorized to determine if and when a Participant terminated
his/her employment with the Company, and due to what reason,
subject to the provisions of applicable labor law with respect to
employees.
7.7 The Committee or the Board shall be entitled, prospectively
and retroactively, to extend the periods in which Options (either
vested or unvested) do not expire and remain exercisable after the
Employment Termination Date.
7.8 In no event shall the Company be required to notify a
Participant regarding the expiration of the applicable exercise
period prior thereto.
8. TERMINATION OF ENGAGEMENT WITH THE GROUP
In the event that a Participant is not an Employee, and the engagement of
such Participant with the Group is terminated, or such engagement
materially and adversely changes, then, unless otherwise specified in the
Option Grant Letter Agreement, or otherwise determined by the Committee,
on the date of such termination or change, all Options that have not
vested by then shall expire. The Participant who is not an Employee will
be entitled to exercise all, or part of, the vested Options that have not
expired, for a period of sixty (60) days after the date of termination of
engagement. Sections 7.5 - 7.8 above shall apply, MUTATIS MUTANDIS, also
to Participants who are not Employees.
9. ADJUSTMENTS
9.1 Merger, Sale of the Company or Sale of the Company's Assets.
In the event of a merger of the Company into another corporation,
in a way that the Company shall no longer continue to exist as a
legal entity subsequent to such merger, the sale of all or
substantially all of the Company's issued and outstanding shares
to a third party or the sale of all, or substantially all of the
assets of the Company (each of them, a "TRANSACTION"), then the
following provisions shall apply, as will be determined by the
Board, at its sole discretion:
9.1.1 Each outstanding Option shall be assumed by, or an
equivalent option shall be substituted by the successor
corporation or a parent or subsidiary of the successor
corporation.
ORSUS SOLUTIONS LIMITED - 2007 INCENTIVE OPTION PLAN
-5-
9.1.2 In the event that the successor corporation does not
agree to assume the Options or to substitute them with
equivalent options, the Committee may in lieu of such
assumption or substitution, provide for the Participant to
have the right to exercise the Options as to all, or part
of the Shares, including certain Shares as to which it
would not otherwise be exercisable.
9.1.3 In addition to Section 9.1.2 above, and if Section
9.1.1 does not apply, the Committee may notify the
Participants that all Options that are exercisable shall
remain so for a period of no less then seven (7) days from
the date of such notice, and that all Options will
terminate upon the expiration of such period. In any case,
the Committee may condition the termination of all said
Options upon consummation of the Transaction.
9.2 Bonus Shares
In the event that the Company issues any of its shares as bonus
shares to all its shareholders, on a pro rata basis, then the
number of Shares received upon exercise of certain Options shall
be increased to the number of Shares the Participant would have
held after the issuance of the bonus shares had such Participant
exercised such Options immediately before the issuance of the
bonus shares.
9.3 Intentionally Deleted
9.4 Changes in Capitalization
If the outstanding shares of the Company shall at anytime be
changed or exchanged by declaration of a share split, reverse
share split, combination or reclassification of Ordinary A Shares,
or any other increase or decrease in the number of the Company's
Ordinary A Shares effected without receipt of consideration by the
Company from the shareholders, then the number, class and kind of
Shares subject to this Plan or subject to any Options therefore
granted, and the Exercise Prices of the Options, shall be
appropriately and equitably adjusted so as to maintain the
proportionate number of Shares without changing the aggregate
Exercise Prices of the Options (except in case the Exercise Price
is equal to the par value of the shares, in which case the
Exercise Price will be increased respectively). However no
adjustment shall be made by reason of the distribution of
subscription rights on outstanding shares, or conversion of
securities into shares of the Company.
9.5 Other terms and conditions
9.5.1 The allocation of each Option Grant hereunder is
subject to the relevant Participant's agreement to sign any
document he/she is required to sign pursuant to the
provisions of this section 9. If a Participant refuses to
sign any such documents, the Committee or Board may
determine that the Options held by the Participant or by a
trustee for such Participant's benefit shall immediately
expire.
ORSUS SOLUTIONS LIMITED - 2007 INCENTIVE OPTION PLAN
-6-
9.5.2 Such adjustments as mentioned in this Section 9 shall be
made by the Committee, whose determination in such respect
shall be final, binding and conclusive.
9.5.3 Anything herein to the contrary notwithstanding, if
prior to an IPO, there is a bona fide offer to purchase all
or substantially all of the issued and outstanding shares
of the Company, or upon a reorganization separation or the
like, all or substantially all of the shares of the Company
are to be exchanged for securities of another company
(including, for the avoidance of doubt, in a Bring Along
circumstances, as specified in Article 18 of the Company's
Articles of Association) , then each Participant shall be
obliged to sell or exchange (in accordance with the value
of such Participant's Options and Shares pursuant to the
terms of such transaction) as the case may be, any Shares
such Participant purchases hereunder, in accordance with
the instructions issued by the Board in connection with
such transaction, which will be given according to a policy
of the Board concerning all of the Participants under the
Plan and the Participant shall have no claim against the
Board and its policy.
10. ASSIGNABILITY AND SALE OF OPTIONS
No Option shall be assignable, transferable, given as collateral,
hypothecated pledged or encumbered and no right with respect to the
Options shall be given to any third party whatsoever, and during the
lifetime of each Participant, each and all of such Participant's rights
to purchase Shares hereunder shall be exercisable only by such
Participant.
11. TERM AND EXERCISE OF OPTIONS
11.1 Options shall be exercised by a Participant by giving
written notice to the Company, in the form substantially attached
hereto as EXHIBIT B or such other form(s) and method as may be
determined by the Company from time to time (the "EXERCISE
NOTICE").
11.2 The Exercise Price shall be payable upon the exercise of the
Option in cash or by check, or other form satisfactory to the
Committee.
11.3 The Exercise Price will be paid in the same currency that
the Exercise Price is fixed, or in other currency, if so required
by the Committee, in accordance with the applicable representative
rate of exchange of last published by such bank as determined by
the Committee at the time of actual payment or as provided for by
the Company.
11.4 Each Participant will be entitled to exercise, upon signing
the Exercise Notice and any additional documents as required by
the Company, and paying the Exercise Price, all, or part of the
Options that are vested at the Exercise Period, as long as prior
to IPO he/she exercises at a time at least the lower of: (I) 1,000
Options; or (II) all vested Options such Participant holds.
ORSUS SOLUTIONS LIMITED - 2007 INCENTIVE OPTION PLAN
-7-
11.5 Options shall not be deemed exercised unless: (I) the Company
receives a duly signed Exercise Notice including all relevant
details; and (II) the Company receives the Exercise Price.
11.6 The Options may be exercised only to purchase whole Shares, and in
no case may a fraction of a Share be purchased. If any fractional
Shares would be deliverable upon exercise, such fraction shall be
rounded up or down, to the nearest whole number. Half of a Share
will be rounded up.
11.7 Each Option granted under this Plan shall be exercisable during
the Exercise Period. Subject to adjustments, as set forth in
Section 9 above, the exercise of one Option shall entitle the
Participant to hold one Share.
11.8 Without derogating from any restrictions mentioned hereinabove,
the exercise of the Options (including the Shares themselves) is
subject to the following terms, restrictions and conditions as may
be in effect at the time the exercise of the Options is requested:
(i) any applicable law or regulation; (ii) any order or limitation
set by any stock exchange in which the Company's securities may be
traded (e.g., blackout periods, and lock up after an IPO); and
(iii) any limitation undertaken by the Company with respect of the
shares of the Company, including limitations set forth by
Company's underwriters. Such period of restriction of sale or
exercise shall not be counted as part of the applicable exercise
period.
11.9 Notwithstanding the foregoing, starting as of the Employment
Termination Date of a certain Participant and during the period
that the vested Options are exercisable, the Company shall be
entitled (subject to the provisions of applicable law) to purchase
the vested Options held by such Participant by sending the
Participant a purchase notice (the "PURCHASE NOTICE"). The
purchase price of each Option shall be the Market Value of an
Ordinary A Share less the Exercise Price of the Option. The Market
Value of an Ordinary A Share shall be determined as follows: (i)
in case the Company's shares are listed on a stock exchange, the
Market Value shall be the average price of the Shares during 5
days prior to the Purchase Notice; or (ii) in case the Company's
shares are not traded, the Market Value shall be the value
determined in good faith unanimously by the Board and in the event
the Board members are unable to reach an agreement with respect to
the Market Value within 10 days of the Purchase Notice to the
Participant, the Board will refer to an external expert. The
Committee or the Board shall be entitled to establish further
processes for the purchase of the Options as set forth above,
provided, however, that if the Company receives the Participant's
Exercise Notice prior to the receipt of the Purchase Notice from
the Company, then the Company's right to purchase the said Options
shall become null and void and the Participant may exercise the
vested Options pursuant to their terms.
ORSUS SOLUTIONS LIMITED - 2007 INCENTIVE OPTION PLAN
-8-
11.10 Notwithstanding anything to the contrary herein, if on the
Employment Termination Date the Participant holds Shares issued
upon exercise of Options granted pursuant to this Plan ("OPTION
SHARES") and the Company terminates the Participant's employment
for Cause, then the Company shall have the right to purchase all
or part of the Option Shares of the Participant during a period of
60 days following the Employment Termination Date, at a price per
Option Share equal to the Exercise Price paid for each Option
Share by the Participant. During the sixty (60) days period, the
Participant shall not sell, pledge, transfer or otherwise dispose
of any Option Shares.
12. RIGHTS AND OBLIGATIONS ATTACHED TO THE SHARES
12.1 No Participant shall have any of the rights or privileges of a
shareholder of the Company with respect to any of the Shares,
unless and until, following exercise, the registration of the
Participant as holder of such Shares in the Company's register of
members is duly completed.
12.2 The rights and obligations attached to the Shares will be as set
forth in the Articles. The Shares may be subject to rights of
first refusal, co-sale rights and other rights specified in the
Articles.
12.3 The Participant waives any of the following rights to the
extent such rights are attached to the Shares: (i) pre-emptive
rights in relation to issuance of new securities in the Company;
(ii) rights of first refusal in relation with any sale of shares
of the Company; (iii) co-sale rights in relation with any sale of
shares of the Company.
12.4 It is hereby clarified that the Shares have no voting rights.
12.5 Without derogating from any restrictions mentioned hereinabove, by
accepting an Option Grant, each Participant agrees that the sale
or disposal of Shares is subject to the following terms,
restrictions and conditions as may be in effect on the time when
such sale or disposal is requested: (i) any applicable law or
regulation; (ii) any order or limitation set by any stock exchange
in which the Company's securities may be traded (e.g., blackout
periods, and lock up after an IPO); and (iii) any limitation
undertaken by the Company with respect of the shares of the
Company, including limitations set forth by Company's
underwriters.
12.6 Until an IPO the Company shall have the authority to endorse upon
the certificate or certificates representing the Shares such
legends referring to the foregoing restrictions, and any other
applicable restrictions, as it may deem appropriate (and which do
not violate the Participant's rights according to this Agreement).
12.7 By accepting an Option Grant, each Participant agrees that
in the case of an IPO or after registering the Company's
securities for trading, to sign any document and approve any
resolution or restriction upon the Shares, or modify the terms of
allocation of the Shares, if such Participants signature or
approval or such restriction or modification were reasonably
required, in the Committee's discretion, in order to facilitate
the Company in meeting all the underwriters and stock exchange
demands and all applicable securities and corporate laws and
regulations.
ORSUS SOLUTIONS LIMITED - 2007 INCENTIVE OPTION PLAN
-9-
12.8 The Participant shall not sell, pledge, transfer or otherwise
dispose of any Shares in transactions which violate, according to
the Company's sole discretion, any applicable laws, rules and
regulations, or the Articles.
12.9 No transfer of Shares shall be effective if the Committee
determines that the transferee is a competitor of the Company
(either directly or indirectly).
12.10 Notwithstanding anything to the contrary in this Section 12.10, as
long as Shares are held by a trustee for the benefit of a
Participant (if applicable) the Shares shall not be sold, pledged,
transferred or otherwise disposed of, by the Participant until an
IPO, or until such time or event as determined by the Committee,
either individually or with respect to all Participants.
13. TERM OF THE PLAN
This Plan shall be effective as of February 15, 2007, which is the day it
was adopted by the Board and shall terminate when all the Options are
exercised into Shares or expired in accordance with the provisions of
this Plan or such other date as shall be determined by the Board, which
date shall be no later than February 14, 2017.
14. AMENDMENTS; TERMINATION
14.1 The Board may, at any time and from time to time, amend,
alter or terminate the Plan, provided, however, that the rights of
the Participants shall not be adversely affected, unless such
Participants agreed to such amendment, alteration or termination.
14.2 The Plan may be terminated at any time by an action of the
Board, but any such termination will not terminate any Options
granted under this Plan, which are then outstanding, without the
consent of the Participant that is holding such Options.
15. BINDING EFFECT
The provisions of the Plan shall be binding upon the heirs, executors,
administrators, and successors of the Participants.
16. GOVERNMENT REGULATIONS AND OTHER RESTRICTIONS
16.1 This Plan, the Option Grant Letter Agreements, the grant and
exercise of Options hereunder, the obligation of the Company to
issue the Shares, and any other act or obligation of the Company
or any related individual or entity acting in connection with this
Plan are all subject to the Articles, all applicable laws, rules,
and regulations, whether of the British Virgin Islands or any
other state having jurisdiction over the Company and any
Participant.
ORSUS SOLUTIONS LIMITED - 2007 INCENTIVE OPTION PLAN
-10-
16.2 By accepting an Option Grant, each Participant agrees not
to sell, pledge, transfer or otherwise dispose of any of the
Shares such Participant may hold except in compliance with: (I)
the United States Securities Act of 1933, as amended, and the
rules and regulations thereunder if applicable; and (II) any other
applicable securities law; and to further agree that certificates
evidencing any of such Shares shall bear appropriate legend to
reflect such restrictions. The Company does not obligate itself to
register any shares under the United States Securities Act of
1933, as amended or any other applicable securities laws.
17. TAX CONSEQUENCES, INDEMNIFICATION
17.1 Any tax consequences, including tax consequences due to
adjustments, made in accordance with Section 9 above, arising from
the grant or exercise of any Option, the payment for Shares
covered thereby, or any other event or act (of the Company or any
Participant) relating to the Plan, shall be borne solely by each
Participant.
17.2 The Company and/or the Board and/or the Committee and/or a
trustee for the Plan shall not be required to release any Share
certificates or transfer any Shares to a Participant until all
required tax payments have been fully made.
17.3 The Company may withhold taxes according to the requirements under
the applicable laws, rules, and regulations, including withholding
taxes at source. In the case that applicable law requires so, the
Company shall deduct taxes at source. Such deduction may be made
from any proceeds attributed to the exercise of the Options and
sale of Shares, or from any proceeds the Participant is entitled
to receive from the Group or other proceeds such Participant owns
and are held by the Group, including from Participant's salary or
other proceeds he/she is entitled to receive from the Company or a
Related Entity. It is explicitly stated herein that each
Participant who is an Employee, by accepting an Option Xxxxx
agrees to the deduction from his/her salary of any amounts that in
the Company's determination are required to be deducted under
applicable law in connection with the Plan. In any such case, the
Company shall be entitled to offset any amounts due to such
Participant on account of such taxes.
17.4 In the case that the Company, or any other person on its behalf is
required to pay taxes, that under applicable law should have been
paid by the Participant, then such Participant shall immediately
either pay such tax, or, if such tax was already paid, reimburse
the Company, or such other person for the total amount paid.
ORSUS SOLUTIONS LIMITED - 2007 INCENTIVE OPTION PLAN
-11-
17.5 Neither the Company, nor any Related Entity nor anyone on
their behalf, shall give, or be deemed to be giving any
Participant, or a potential Participant, advice regarding tax
consequences relating to the Plan and issuance of securities
thereunder. Each Participant shall rely solely, while considering
participation in the Plan, on the advice of such Participant's
consultants.
18. CONTINUANCE OF EMPLOYMENT OR ENGAGEMENT
Neither the Plan nor any Option Grant shall be construed to impose any
obligation on any entity included in the Group to continue any
Participant's employment with it (in the case that the Participant is an
Employee) or to maintain any business engagement with such Participant.
Nothing in the Plan and/or in any Option Grant and/or the price per Share
at the time of proposed termination shall confer upon any Participant any
right to continue to be employed by the Group or to maintain any other
business engagement with it, or restrict the right of any entity included
in the Group to terminate such employment or business engagement at any
time.
19. RULES PARTICULAR TO SPECIFIC COUNTRIES
19.1 Notwithstanding anything herein to the contrary, the terms
and conditions of the Plan may be amended with respect to
particular types of Participants as determined by the Board (for
example, Israeli employees, employees that are subject to US
taxation) by an addendum to the Plan (the "APPENDIX").
19.2 The Company may adopt one or more Appendixes. Each Appendix
shall be approved by the Board and as required or advisable under
applicable law.
19.3 The terms of an Appendix shall govern only with respect to
the types of Participants specified in such Appendix.
19.4 In the case that the terms and conditions set forth in an
Appendix conflict with any provisions of the Plan, the provisions
of the Appendix shall govern with respect to Participants that are
subject to such Appendix, provided, however, that such Appendix
shall not be construed to grant the Participants rights not
consistent with the terms of the Plan, unless specifically
provided in such Appendix.
20. NON-EXCLUSIVITY OF THE PLAN
20.1 The adoption of the Plan by the Board shall not be construed as
amending, modifying or rescinding any previously approved
incentive arrangements or as creating any limitations on the power
of the Board to adopt such other incentive arrangements as it may
deem desirable, including, without limitation, the granting of
Options other than under this Plan, and such arrangements may be
either applicable generally or only in specific cases.
ORSUS SOLUTIONS LIMITED - 2007 INCENTIVE OPTION PLAN
-12-
20.2 The grant of Options hereunder shall neither entitle the recipient
thereof to participate, nor disqualify him from participating in,
any other grant of Options pursuant to this Plan or any other
option or stock plan of the Company.
21. MULTIPLE AGREEMENTS; OTHER CORPORATE ACTIONS
21.1 The terms of each Option Grant may differ from other Options
Grants granted under the Plan at the same time, or at any other
time. The Board may also grant more than one Option Grant to a
certain Participant during the term of this Plan, either in
addition to, or in substitution for, one or more Option Grants
previously granted to such Participant.
21.2 Under no circumstances shall the Plan be construed to grant
any right to a Participant, or any other third party, to postpone,
delay or affect any corporate action resolved by the Company.
22. GOVERNING LAW & JURISDICTION
Unless otherwise determined in an Appendix, this Plan shall be governed
by, construed and enforced in accordance with the laws of the state of
Delaware, USA, without giving effect to the principles of conflict of
laws. Any dispute or claim shall be put to the Board's resolution.
Subject to the above, the competent courts of the state of Delaware, USA
shall have sole jurisdiction in any matter pertaining to this Plan, and
any other issue related to it.
23. NO WAIVER
The failure of the Company or any other party acting on its behalf or
assisting it in implementing the Plan to enforce at any time any
provisions of the Plan shall not be construed to constitute a waiver of
such provision or of any other provision hereof.
24. NOTICES
24.1 Any notice, request, demand or other communication required
or permitted under the Plan shall be in writing and shall be
deemed to have been duly given, made and received only by personal
delivery or if sent by certified mail, postage prepaid, return
receipt requested, overnight delivery service, facsimile
transmission (with confirmation of delivery), or confirmed e-mail
to the address of the Company or the Participant, or to the
address of the Participant as such was provided by him in the
Option Grant Letter Agreement, unless such address is changed by
written notice received by the Company.
ORSUS SOLUTIONS LIMITED - 2007 INCENTIVE OPTION PLAN
-13-
24.2 Except as otherwise set forth herein, any notice sent by mail
shall be deemed to be given six days after deposit with the
relevant post service; any notice sent by overnight delivery
service shall be deemed given the first business day after
deposited with the delivery service; and any notice sent by
facsimile transmission or e-mail, shall be deemed given when
transmitted if sent during normal business hours or if not, on the
next business day; and any notice given by personal delivery shall
be deemed given on the date of delivery.
24.3 In the case a certain Participant changes his or her contact
details, in a way that the contact details provided to the Company
by him do not enable the Company to provide notices and other
communications to such Participant, then such Participant shall be
deemed to have waived his or her right to receive any notices, and
the Committee shall have the right, in its sole discretion, to
take any appropriate action under the circumstances.
ORSUS SOLUTIONS LIMITED - 2007 INCENTIVE OPTION PLAN
-14-
Appendixes
Appendix A: Terms of grant of options to Israeli employees
Exhibits:
Exhibit A: Option Grant Letter Agreement
Exhibit B: Form of Exercise Notice
ORSUS SOLUTIONS LIMITED - 2007 INCENTIVE OPTION PLAN
-15-
APPENDIX A
TERMS OF GRANT OF OPTIONS TO ISRAELI EMPLOYEES
1. PURPOSE OF THE APPENDIX
1.1. This Appendix (the "APPENDIX") is made as part of the Plan
(as defined herein whereas all terms not otherwise defined herein
shall have the meaning ascribed to them in the Plan) and pursuant
to the provisions of Section 102 of the Income Tax Ordinance (as
defined herein).
1.2. This Appendix governs grants of Options to Israeli Employees,
either by a Trustee, or without a Trustee.
2. DEFINITIONS
As used herein, the following definitions shall apply:
2.1. "CAPITAL GAIN METHOD" means choosing the alternative of capital
gain method under Section 102.
2.2. "DEPOSIT DATE" means the date in which options were deposited with
the Trustee for the benefit of a certain Participant.
2.3. "ELIGIBLE PARTICIPANT" means any employee as such term is
defined in Section 102. Without derogating from the foregoing
Eligible Participant shall include any employee or Office Holder
(as such term is defined in the Israeli Companies Law defined
below) of the Company or any Subsidiary except for such persons
that are deemed to be 'Ba'al Shlita' under Section 32 to the
Income Tax Ordinance.
2.4. "INCOME TAX AUTHORITIES" mean the Israeli income tax authorities
that are authorized to give approvals in relation with this
Appendix and Option Grants to Eligible Participants.
2.5. "INCOME TAX ORDINANCE" means the Israeli Income Tax Ordinance
(New Version) 1961, as amended from time to time.
2.6. "ISRAELI COMPANIES LAW" means the Israeli Companies Law
5759 - 1999, as amended from time to time.
2.7. "LABOR INCOME METHOD" means choosing the alternative of labor
income method under Section 102.
2.8. "PARTICIPANT" means any Eligible Participant who is granted with
Options.
2.9. "PLAN" means the 2007 Incentive Option Plan this Appendix is
attached to.
2.10. "REALIZATION EVENT" means, with respect to each Option Grant
granted to a certain Participant, the earlier to occur of: (I)
transfer of Securities from the Trustee to such Participant; or
(II) the sale of Shares by the Trustee; or (III) one day before
such Participant is no longer an Israeli resident (as provided for
in Section 100A to the Income Tax Ordinance).
ORSUS SOLUTIONS LIMITED - 2007 INCENTIVE OPTION PLAN
-16-
2.11. "RELEASE TERM" means: (i) in the case of Capital Gains Method, a
period ending twenty four (24) months after the Deposit Date; (ii)
In the case of Labor Income Method 'Release Term' shall mean a
period ending twelve (12) months after the Deposit Date.
2.12. "SECTION 102" means Section 102 to the Income Tax Ordinance
as amended from time to time, and / or as superseded and any rules
regulations or instructions promulgated or enacted under such
Section 102.
2.13. "SECURITIES" mean Options subject to a certain Option Grant
and Xxxxxx received subsequent exercise of such Options.
2.14. "TAX METHOD" means either Capital Gains Method or Labor Income
Method.
2.15. "TRUST" means a trust, maintained under the Trust Agreement
entered into between the Company and the Trustee for
administration of grant of Options under Section 102.
2.16. "TRUST AGREEMENT" means the agreement between the Company and the
Trustee as may be in effect from time to time specifying the
duties and authorities of the Trustee.
2.17. "TRUST ASSETS" mean all Securities and other assets held in
Trust for the benefit of the Participants pursuant to this
Appendix and the Trust Agreement
2.18. "TRUSTEE" means Xxxxx Xxxxxxxx (and any successor Trustee)
who was, or shall be appointed by the Board of Directors of the
Company and approved by the Income Tax Authorities to hold the
Trust Assets.
3. PROVISIONS OF THE APPENDIX SHALL GOVERN
The provisions of the Appendix shall supersede and govern in the case of
any inconsistency or conflict arising between the provisions of the
Appendix and the provisions of the Plan, provided, however, that this
Appendix shall not be construed to grant Participant rights not
consistent with the terms of the Plan, unless specifically provided
herein.
4. SELECTION OF TAX METHOD - CAPITAL GAINS METHOD
The Company chooses the Capital Gain Method ('MASLUL REVACH HON'). This
choice may be changed in the future, by a Board resolution, provided,
however, that the change in selection is permissible under the provisions
of Section 102.
5. HOLDING OF SECURITIES BY THE TRUSTEE
5.1. All Securities shall be issued to the Trustee to be held in
the Trust for the benefit of the relevant Participants. All
certificates representing Securities issued to the Trustee under
this Appendix shall be deposited with the Trustee, and shall be
held by the Trustee until such time that such Options or Shares
are released from the Trust as herein provided.
ORSUS SOLUTIONS LIMITED - 2007 INCENTIVE OPTION PLAN
-17-
5.2. After the Release Term is over, a Participant shall be entitled to
instruct the Trustee to transfer the Shares held for such
Participant's benefit to such Participant, provided, however, that
the Trustee confirms that all applicable tax as set in Section 102
was actually paid and the Trustee holds a confirmation to that
effect from Income Tax Authorities.
5.3. In the case that the Company distributes dividends, than the
amount of dividends with respect of Shares held in Trust shall be
paid to the Participants that are the beneficial holders of such
Shares, subject to deduction at source of the applicable tax.
6. PROVISIONS GOVERNING THIS APPENDIX AND PLAN
Notwithstanding anything to the contrary in the Plan or elsewhere in this
Appendix:
6.1. The Plan shall have one, sole, Trustee.
6.2. The Appendix shall be subject to one Tax Method, unless the
provisions of Section 102 allow otherwise.
6.3. Unless the provisions of Section 102 allow otherwise, the
Participants shall not be entitled to cause a Realization Event to
occur unless the Release Term is fulfilled.
6.4. All rights or benefits that are received subsequent to the grant
or exercise the Options or the Shares underlying such Options
(including and not limited to bonus shares) shall be deposited
with the Trustee until the end of the Release Term, and all such
rights and benefits shall be subject to the Tax Method selected by
the Company.
7. EFFECTIVENESS OF THE APPENDIX.
This Appendix shall become effective, and Option Grants may be granted
hereunder only after receipt the required approvals under Section 102
from the Income Tax Authorities.
8. ADDITIONAL LIMITATIONS
8.1. The Company shall not issue Options to a Participant unless
such Participant confirmed in writing that he/she is aware of the
provisions of Section 102 and the applicable Tax Method, and such
Participant agreed in writing to the terms of the Trust Agreement,
and that he/she shall not cause a Realization Event to occur
before the Release Term is over. The form for the above
confirmation shall be determined by the Committee, and shall be
attached to the Plan as Exhibit A.
8.2. By accepting an Option Grant, each Participant agrees
irrevocably to discharge the Trustee, the Company and any other
office holder, employee or agent thereof from any liability with
respect of any action or decision duly taken and bona fide
executed in relation with the Plan, or relating to any Option
Grant or Shares.
ORSUS SOLUTIONS LIMITED - 2007 INCENTIVE OPTION PLAN
-18-
9. GRANT OF OPTIONS NOT BY A TRUSTEE
Notwithstanding the above, the Company shall be entitled to allocate
Option Grants not according to the Tax Methods, but by direct grant to
Participants, provided, however, that the requirements of Section 102 are
met.
10. GOVERNING LAW
Notwithstanding anything to the contrary in the Plan, this Appendix and
the Plan shall, in relation to grants of Options to Israeli Employees be
governed by, construed and enforced in accordance with the laws of the
state of Israel, without giving effect to the principles of conflict of
laws. Any dispute or claim shall be put to the Board's resolution.
Subject to the above, the competent courts of Israel shall have sole
jurisdiction in any matter pertaining to this Appendix and Plan, and any
other issue related thereto.
ORSUS SOLUTIONS LIMITED - 2007 INCENTIVE OPTION PLAN
-19-
EXHIBIT A
OPTION GRANT LETTER AGREEMENT
This letter agreement (the "AGREEMENT") is made is made as of _______ __, 2007,
by and among Orsus Solutions Limited (the "COMPANY") and _________, an
[Israeli/US citizen], I.D number _______ (the "PARTICIPANT").
WHEREAS The Company adopted the 2007 Incentive Option Plan (together with
applicable Appendixes, the "PLAN"), a copy of which was reviewed by
the Participant; and
WHEREAS The Company resolved to grant to the Participant an Option Grant,
subject to the terms and conditions herein; and
NOW, THEREFORE, it is agreed as follows:
1. All terms not defined herein shall have the meaning ascribed to them in
the Plan.
2. The Company resolved to grant certain options (the "OPTION GRANT") to
purchase the Company's Ordinary A Shares to the Participant.
3. The terms of the Option Grant are as follows:
3.1. Number of Options: _______ (____________________).
3.2. Vesting Schedule - as defined in the Plan / ___________________.
[Choose the relevant alternative]
3.3. Vesting Commencement Date: _____ __, 200_.
3.4. Exercise Price per options: US$0.5 per share.
3.5. Acceleration Terms: ________________________
4. The grant of the Option Grant is conditioned upon, and shall not become
effective unless and until the Participant agreeing to the terms of this
Agreement.
5. Contact details and personal details of the Participant as supplied by
it:
5.1. Full name: _________.
5.2. Identification / registration number: _____________.
[For Israeli citizens or entities]
5.3. Address: ______________.
5.4. Telephone (home): _________.
5.5. Cellular Phone: ____________.
5.6. Facsimile: __________.
5.7. E-mail (other than your Company's email account): ______________.
ORSUS SOLUTIONS LIMITED - 2007 INCENTIVE OPTION PLAN
-20-
6. The grant is made in accordance with the terms of the Plan.
7. Prior to signing this Agreement Participant had the reasonable
opportunity to review the Plan and consult with his / her advisors (such
advisors shall not include the Company or anyone on the Company's behalf)
as Participant deemed fit.
8. Participant hereby confirms that he /she received reasonable opportunity
to review the Plan and understand its terms, and that Participant agrees
to the terms and provisions of the Plan.
9. The Participant acknowledges and agrees that the Company may be merged,
or acquired or sold to a third party, and in such case, by signing this
Agreement, the Participant grants the Board, or anyone on behalf of the
Board, the right to sign on behalf of such Participant any document or
agreement reasonably necessary, in the Board's discretion, in order to
consummate such acquisition, merger or sale.
10. Participant hereby confirms that he /she is aware of the provisions of
Section 102 (the updated Section 102 is attached hereto as Schedule A)
and the applicable Tax Method.
11. Participant shall not exercise shares (as such term is defined in Section
102) before the Release Term.
12. Participant agrees to the terms in the Trust Agreement (attached hereto
as SCHEDULE B).
[Sections 10 - 12 are applicable only to grants under Appendix A]
Sincerely yours,
______________________________ ______________________________
ORSUS SOLUTIONS LIMITED [PARTICIPANT]
By: __________________________ Name: ________________________
Title: _______________________
ORSUS SOLUTIONS LIMITED - 2007 INCENTIVE OPTION PLAN
-21-
EXHIBIT B
FORM OF EXERCISE NOTICE
TO: ORSUS SOLUTIONS LIMITED (the "COMPANY")
Attention: SECRETARY, CFO
1. EXERCISE OF OPTION. Effective as of today, _________ ___, 200_,
I the undersigned ("PARTICIPANT") hereby elect to exercise Participant's option
to _________ Shares, each US$0.01 par value of the Company (hereinafter the:
"SHARES"), under and pursuant to the Company's 2007 Incentive Option Plan (the
"PLAN") and the Option Grant Letter Agreement dated ________ __, 200_ (the
"OPTION AGREEMENT").
2. DELIVERY OF PAYMENT. Participant herewith delivers to the
Company the full payment for the Shares, as set forth in the Option Agreement.
3. REPRESENTATIONS OF PARTICIPANT. Participant acknowledges that
Participant has received, read and understood the Plan and the Option Agreement
and agrees to abide by and be bound by their terms and conditions.
4. RIGHTS AS SHAREHOLDER. Until the issuance of the Shares (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company), no right to receive dividends or any
other rights as a shareholder shall exist with respect to the Optioned Shares,
notwithstanding the exercise of the Option. The Shares shall be issued to
Participant as soon as practicable after the Option is exercised. No adjustment
shall be made for a dividend or other right for which the record date is prior
to the date of issuance of the Shares.
5. WAIVER OF RIGHTS. The Participant hereby waives any of the
following rights to the extent such rights are attached to the Shares: (i)
pre-emptive rights in relation to issuance of new securities in the Company;
(ii) rights of first refusal in relation with any sale of shares of the Company;
(iii) co-sale rights in relation with any sale of shares of the Company
6. TAX CONSULTATION. Participant understands that Participant may
suffer adverse tax consequences as a result of Participant's purchase or
disposition of the Shares. Participant represents that Participant has consulted
with any tax consultants Participant deems advisable in connection with the
purchase or disposition of the Shares and that Participant is not relying on the
Company or any Related Entity for any tax advice.
Submitted by:
PARTICIPANT
Signature: _______________________
Print Name: ______________________
ADDRESS: _________________________
ORSUS SOLUTIONS LIMITED - 2007 INCENTIVE OPTION PLAN
-22-
