Exhibit (d)(8)
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NON QUALIFIED STOCK OPTION AGREEMENT
To: (NAME)
WHEREAS You were granted on, or about, __________ (the "Date of Grant"),
certain options to purchase shares of ViryaNet Ltd. (the
"Company") pursuant to the terms and conditions provided
hereunder; and
WHEREAS The Company has duly adopted the Company's 1997 Stock Option and
Incentive Plan, as amended (the "Plan"), which is incorporated
herein by reference.
NOW, THEREFORE, this Non Qualified Stock Option Agreement (the "Option
Agreement") hereby details all the terms and conditions of the options so
granted to you.
The Options granted to you are Options to purchase Ordinary Shares of the
Company, NIS 0.1 par value per share (the "Shares"). Each Option may be
exercised to purchase one Share. The Plan shall be effective as of April 1, 1997
until 31 March, 2004. An Option Agreement signed in the place provided at the
end hereof should be delivered to the Secretary of the Company no later than
fourteen days following delivery of this Option Agreement to you.
Unless otherwise defined herein, capitalized terms used herein shall have the
meaning ascribed to them in the Plan.
The decision to grant you the Options has been made as an integral part of the
Company's policy to employ and retain persons who are valuable to the Company
and to its subsidiaries, to encourage the sense of proprietorship as well as to
create an active interest in the development and financial success of the
Company and its subsidiaries.
The Options are Non Qualified Stock Options.
The Options are granted pursuant to the Plan and are in all respects governed by
the Plan and subject to all terms and conditions as detailed in the Plan. A copy
of the Plan is attached hereto as Appendix A. This Option Agreement highlights
certain elements of the Plan but in the event there is any inconsistency between
the provisions of this agreement and the Plan, the provisions of the Plan shall
prevail. Should you require any further assistance please do not hesitate to
contact Xx. Xxxxxxx Xxxxxxxxxx.
The Number of Options
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You are granted XXX Options to purchase up to XXX Shares.
The Exercise Price
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2.3 U.S. dollars per Share, which the Company determined to be the Fair
Market Value of a Share as of the Date of Grant.
Term and Exercise of The Option
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Subject to the provisions below, the Options shall be exercisable with
respect to Shares, in whole at any time or in part from time to time for a
period of seven (7) years from the Date of Grant. Subject to the provisions
below, the Options shall vest and become exercisable as follows:
Number of Date First
Options Exercisable
XXX August 31, 1997
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XXX August 31, 1998
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XXX August 31, 1999
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XXX August 31, 2000
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provided that you shall have remained in the employ of the Company or one
or more of its subsidiaries for a period beginning with the Date of Grant
and ending on the Date First Exercisable with respect to such Shares
(subject to exceptions as provided in the Plan). In the event that
employee's employment terminates prior to the Date First Exercisable,
employee shall not receive a pro-rata number of Options for such
employment.
. You may exercise all or part of your Options by submitting a written
notice to the Company, which will become effective upon its acceptance
by the Secretary of the Company at its principal office.
. The exercise notice must state the number of Shares to be purchased
and include a check drawn in favor of the Company in an amount equal
to the number of shares purchased multiplied by the exercise price per
Share.
. Except as provided below, Options may not be exercised after the
termination of your employment and must in any event be exercised (if
at all) within 7 years from the Date of Grant. For purposes of this
Agreement, (a) a transfer of your employment from the Company to a
subsidiary or vice versa, or from one subsidiary to another, without
an intervening period, shall not be deemed a termination of
employment, and (b) if you are granted in writing a leave of absence,
you shall be deemed to have remained in the employ of the Company or a
subsidiary during such leave of absence.
. If your employment is involuntarily terminated other than for Cause
(as determined by the Option Committee), all Options which are
otherwise exercisable may be exercised for 90 days after such
termination. If your employment terminates by reason of death or
Disability, all Options which are otherwise exercisable may be
exercised for one year after such termination.
Tax Consequences
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You will be liable for any tax consequences arising from the grant of the
Options or exercise thereof, or from the transfer, sale etc. of such
Options or Shares granted upon their exercise, as detailed in the Plan.
The description herein or in the Plan does not purport to be a complete or
comprehensive analysis of the tax implications or consequences of the
Options grant hereunder and you are advised to seek independent advice
thereon.
You agree to notify the Secretary of the Company in the event the shares
acquired by you upon exercise of the Options are sold or otherwise disposed
of within one year from the date of exercise. If and to the extent that
U.K. income tax withholding may be required by the Company or a subsidiary
in respect of tax on income realized by you upon or after exercise of the
Options, or upon disposition of the Shares acquired thereby, the Company or
its subsidiary may withhold such required amounts from your future
paychecks or may require that you deliver to the Company or its subsidiary
the amounts to be withheld.
Continuance of Employment
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The Plan and this Option Agreement shall neither confer upon you the right
nor impose any obligation on the Company or a subsidiary thereof, to
continue your employment or restrict the right of the Company or a
subsidiary thereof to terminate such employment at any time.
Non-Transferability
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The Options shall not be transferable by you otherwise than by will or by
the laws of descent and distribution. During your lifetime the Options
shall be exercisable only by you.
This Option Agreement shall be effective as of ___________ and shall be
binding upon the heirs, executors and administrators of the parties hereof.
Purchase of Investment
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The Employee hereby expressly agrees with the Company as follows:
The employee may be required by the Company, at the Company's
discretion, to give a representation in writing upon exercising the
Options, that he or she is acquiring the Shares for his or her own
account, for investment and not with a view to, or for sale in
connection with, the distribution of any part thereof.
The employee shall not dispose of any Options or Shares in
transactions which, in the opinion of counsel to the Company, violate
the U.S. Securities Act of 1933, as amended (the "1933 Act"), or the
rules and regulations thereunder, or any applicable state securities
or "blue sky" laws, including the securities laws of the State of
Israel.
In any Options shall be registered under the 1933 Act, no public
offering (otherwise than on a national securities exchange, as defined
in the Securities Exchange Act of 1934, as amended) of any Options or
Shares shall be made by the employee (or any other person) under such
circumstances that he or she (or such other person) may be deemed an
underwriter, as defined in the 1933 Act.
The employee agrees that the Company shall have the authority to
endorse upon the certificate or certificates representing the Options
or Shares such legends referring to the foregoing restrictions, and
any other applicable restrictions, as it may deem appropriate.
Confidentiality
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The employee undertakes to keep in strict confidence and not to disclosure
any of the terms and conditions of this Option Agreement to any other
employee of the Company or of any subsidiary of the Company or to any other
third party whatsoever, except for disclosures required by law and then
only to the extent so required.
The employee acknowledges and agrees that the confidentiality undertaking
is a principal obligation of this Option Agreement.
Very truly yours,
_________________
I, the undersigned (NAME) hereby declare that I have read this Option Agreement
and the Plan and agree to be bound by their provisions.
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