As filed with the Securities and Exchange Commission on March 18, 2002
Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ISRAEL NOT APPLICABLE
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
INDUSTRIAL ZONE
P.O. BOX 631
MIGDAL HAEMEK
ISRAEL 10556
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
RICHARD H. GILDEN
BROBECK, PHLEGER & HARRISON LLP
1633 BROADWAY, 47TH FLOOR
NEW YORK, NEW YORK 10019
(212) 237-2572
FACSIMILE: (212) 586-7878
CALCULATION OF REGISTRATION FEE
========================================= =================== ===================== ===================== =====================
Proposed Proposed
Amount to be Maximum Offering Maximum Aggregate Amount of
Title of Securities to be Registered Registered(1)(2) Price per Share(3) Offering Price(3) Registration Fee
Ordinary Shares, NIS 0.01 par value 500,000 shares $2.96 $1,111,318.78 $184
$2.15
========================================= =================== ===================== ===================== =====================
|
(1) 500,000 Ordinary Shares to be registered under the Amended and Restated Employee Share Option Plan - Israel, the Amended and Restated Subsidiary Employee Option Plan, the Employee Share Option Plan - Europe and the Executive Share Option Plan, including 50,000 Ordinary Shares to be registered under the Subsidiary Employee Option Plan.
(2) This Registration Statement shall also cover any additional Ordinary Shares which become issuable under the Registrant's Amended and Restated Employee Share Option Plan -Israel, Amended and Restated Subsidiary Employee Option Plan, Employee Share Option Plan - Europe and Executive Share Option Plan by reason of any share dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the Registrant's Ordinary Shares.
(3) The price per share is estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purposes of calculating the registration fee on the basis of (i) the weighted average exercise price of $2.96 with respect to 44,838 shares subject to outstanding options and (ii) the average of the high and low selling prices per share of the Registrant's Ordinary Shares on March 13, 2002, as reported by the Nasdaq National Market with respect to the balance of the shares.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
On November 15, 2000, Camtek Ltd. (the "Registrant") filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-8 (File No. 333-49982) (the "Initial Registration Statement") with respect to 1,473,128 Ordinary Shares to be offered and sold under the Employee Share Option Plan - Israel, the Subsidiary Employee Option Plan (formerly known as the Incentive Stock Option Plan - U.S.) and the Employee Share Option Plan -Europe (collectively, the "Employee Plans"), as supplemented by the Registration Statement on Form S-8 (File No. 333-60704) filed with the Commission on May 11, 2001 with respect to an additional 200,000 Ordinary Shares to be offered and sold under any of the Employee Plans and which also served as a post-effective amendment to the Initial Registration Statement with respect to the Subsidiary Employee Option Plan. This Registration Statement relates to an additional 500,000 Ordinary Shares that may be issued under any of the Employee Plans and also serves as a post-effective amendment to the prior Registration Statements with respect to the Employee Share Option Plan - Israel and the Subsidiary Employee Option Plan. The contents of the prior Registration Statements are incorporated herein by reference.
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 20-F for the fiscal year ended December 31, 2000 filed with the Commission on July 2, 2001;
(b) The Registrant's Reports of Foreign Issuer on Form 6-K filed with the Commission on August 13, 2001, September 21, 2001, November 27, 2001 and December 3, 2001; and
(c) The description of the Registrant's Ordinary Shares contained in
the Registrant's Registration Statement on Form 8-A filed pursuant to
Section 12(g) of the Exchange Act on July 21, 2000.
In addition to the foregoing, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment indicating that all of the securities offered hereunder have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Articles of Association provide that, subject to the provisions of the Israeli Companies Law - 1999 (the "Law"), the Registrant may:
II-1
(1) Obtain insurance for its office holders for liability for an act performed in such officer's capacity as an office holder with respect to:
- A violation of the duty care to the Registrant or to another person;
- A breach of fiduciary duty, provided that the officer acted in good faith and had reasonable grounds to assume that the act would not cause the Registrant harm; and
- A monetary liability imposed on such officer for the benefit of another person.
(2) Undertake to indemnify its officer holders, or indemnify an office holder retroactively for a liability imposed or approved by a court and for reasonable legal fees in an action brought against the office holder by the Registrant or in criminal proceedings in which the office holder is acquitted or an offense that does not require proof of criminal intent. An undertaking to indemnify an office holder must be limited to categories of events that can be reasonably foreseen and up to a reasonable amount under the circumstances.
Under the Law, the Registrant may not insure, indemnify or exempt an office holder for a violation of the duty of care (1) if the act was committed recklessly or with intent; (2) if the act was committed with the intent to realize illegal personal gain; or (3) for any fine imposed on him or for breach of fiduciary duty, except as provided above.
The Registrant may exempt, in advance, an office holder from all or part of such officer's responsibility for damages occurring as a result of a breach of the duty of care. The Registrant may also approve an action taken by the office holder performed in breach of fiduciary duty, if the office holder acted in good faith, the action does not adversely affect the Registrant, and the office holder has revealed to the Registrant's board of directors any personal interest in the action.
The Registrant has procured insurance for its office holders in accordance with its Articles of Association; and has adopted the necessary resolutions both to exempt them in advance from any liability for damages arising from a breach of their duty of care to the Registrant, and to provide them with indemnification undertakings in accordance with the Registrant's Articles of Association. The Registrant is currently in the process of providing its office holders with the above indemnification undertakings.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
EXHIBIT NUMBER EXHIBIT
-------------- -------
4.0 Instruments Defining the Rights of Stockholders. Reference is
made to the Registrant's Registration Statement No. 000-30664 on
Form 8-A, together with the exhibits thereto, which are
incorporated by reference herein pursuant to Item 3(c) to this
Registration Statement.
5.0 Opinion of Shiboleth, Yisraeli, Roberts, Zisman & Co.
10.1 Amended and Restated Employee Share Option Plan - Israel
10.2 Amended and Restated Subsidiary Employee Option Plan
10.3 Employee Share Option Plan - Europe*
10.4 Executive Share Option Plan**
23.1 Consent of Shiboleth, Yisraeli, Roberts, Zisman & Co. is
contained in Exhibit 5.0
II-2
|
23.2 Consent of Richard A. Eisner & Company, LLP and Goldstein Sabo &
Tevet.
24.1 Power of Attorney (included in signature page)
|
*Previously filed with the Commission in connection with the filing of the Registrant's Registration Statement on Form S-8 filed with the Commission on November 15, 2000.
**Previously filed with the Commission in connection with the filing of the Registrant's Registration Statement on Form S-8 filed with the Commission on May 11, 2001.
Item 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus of any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment of any of the securities being registered which remain unsold at the termination of the offering; under the Registrant's Employee Share Option Plan - Israel, Incentive Stock Option Plan - U.S. and Employee Share Option Plan - Europe.
(b) The undersigned Registrant hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or
II-3
proceeding) is asserted by such director, officer or controlling person of the Registrant in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tel Aviv, Israel on this day of March 18, 2002.
CAMTEK LTD.
By: /s/ Rafi Amit -------------------------------------- Rafi Amit Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That each person whose signature appears below, does hereby constitute and appoint Rafi Amit and Yotam Stern and each of them acting alone, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them acting alone, determine may be necessary or advisable or required to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that any or all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Rafi Amit
------------------------- Chief Executive Officer (Principal Executive March 17, 2002
Rafi Amit Officer) and Director
/s/ Moshe Amit
------------------------- Executive Vice President and Chief Financial March 17, 2002
Moshe Amit Officer (Principal Accounting Officer)
/s/ Yotam Stern
------------------------- Executive Vice President, Business and Strategy March 18, 2002
Yotam Stern and Director
/s/ Meir Ben-Shoshan
------------------------- Director March 18, 2002
Meir Ben-Shoshan
/s/ Haim Horowitz
------------------------- Director March 18, 2002
Haim Horowitz
|
/s/ Eran Bendoly ------------------------- Director March 14, 2002 Eran Bendoly /s/ Ricki Granot ------------------------- Director March 18, 2002 Ricki Granot AUTHORIZED REPRESENTATIVE IN THE UNITED STATES CAMTEK USA, INC. 2 MERIDIAN RD. EATONTOWN, NJ 07755 /s/ Yotam Stern ------------------------- Director March 18, 2002 Yotam Stern |
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT
-------------- -------
4.0 Instruments Defining the Rights of Stockholders. Reference is
made to the Registrant's Registration Statement No. 000-30664 on
Form 8-A, together with the exhibits thereto, which are
incorporated by reference herein pursuant to Item 3(c) to this
Registration Statement.
5.0 Opinion of Shiboleth, Yisraeli, Roberts, Zisman & Co.
10.1 Amended and Restated Employee Share Option Plan - Israel
10.2 Amended and Restated Subsidiary Employee Option Plan
10.3 Employee Share Option Plan - Europe*
10.4 Executive Share Option Plan**
23.1 Consent of Shiboleth, Yisraeli, Roberts, Zisman & Co. is
contained in Exhibit 5.0
23.2 Consent of Richard A. Eisner & Company, LLP and Goldstein Sabo &
Tevet.
24.1 Power of Attorney (included in signature page)
|
*Previously filed with the Commission in connection with the filing of the Registrant's Registration Statement on Form S-8 filed with the Commission on November 15, 2000.
**Previously filed with the Commission in connection with the filing of the Registrant's Registration Statement on Form S-8 filed with the Commission on May 11, 2001.
EXHIBIT 5.0
[Shiboleth, Yisraeli, Roberts, Zisman & Co. letterhead]
Tel Aviv, March 18, 2002
Camtek Ltd.
P.O. Box 631
Migdal Haemek, 10556
ISRAEL
Re: Camtek Ltd. - Registration Statement on Form S-8 for the Registration of an Aggregate of 500,000 Ordinary Shares and an Amendment to the Employee Share Option Plan Israel
Ladies and Gentlemen:
We have acted as counsel to Camtek Ltd., an Israeli company (the "Company"), in connection with the registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of an aggregate of 500,000 Ordinary Shares (the "Shares") authorized for issuance under the Company's Employee Share Option Plan - Israel, the Subsidiary Employee Option Plan, the Employee Share Option Plan - Europe and the Executive Share Option Plan (the "Plans").
This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
In our capacity as your counsel in connection with your preparation and filing of the Registration Statement, we have examined the Company's Articles of Association, the Plans, and protocols of meetings of the board of directors of the Company and its shareholders with respect to the Plans and the allocation of options to employees under the Plans, which were presented to us by the Company. We have assumed that the Company presented to us all such protocols relating to or having any bearing on the Plans.
In connection with the authorization, issuance and sale of the Shares pursuant to the Plans, and for purposes of this opinion, we have assumed, without having conducted any independent investigation or verification, that the documents we examined are in full force and effect and have not been amended or otherwise modified and that all actions, resolutions, documents and other instruments required under the Plans and all related documents have been and shall be, with regard to future actions, duly and validly taken by the Company and authorized by all relevant persons and entities and have been or shall be duly, validly and timely completed in the manner required both with regard to their adoption procedures and to their contents. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the correctness and completeness of certificates of public officials and the representations set forth therein, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.
We are opining herein as to the effect on the subject transaction only of the internal laws of the State of Israel, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction.
Subject to the foregoing, we are of the opinion that, if, as and when the Shares have been issued by the Company (and the consideration therefor received) pursuant to the provisions of option agreements duly authorized under the Plans, such Shares will be duly authorized, legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement.
This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments, including, without limitation, in the law, which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Plans or the Shares.
Very truly yours,
/s/ Shiboleth, Yisraeli, Roberts, Zisman & Co. ---------------------------------------------- Shiboleth, Yisraeli, Roberts, Zisman & Co., Advocates& Notary |
EXHIBIT 10.1
CAMTEK LTD.
AMENDED AND RESTATED EMPLOYEE SHARE OPTION PLAN - ISRAEL
1. DEFINITIONS
As used herein the following terms shall have the meanings hereinafter set forth, unless the context clearly indicates to the contrary.
(A) the "COMPANY" - Camtek Ltd.
(B) "BOARD" - the Board of Directors of the Company.
(C) "SHARE(S)" - Ordinary Shares of the Company, each with a par value of NIS 0.01.
(D) "OPTION(S)" - an Option or Options granted within the framework of this Plan each of which imparts the right to purchase one Share per Option.
(E) "GRANTEE" - an employee of the Company to whom Options are granted or to whom the Company decides to grant Options.
(F) "PLAN" - the Company's Employee Share Option Plan as provided hereunder, and as may be amended from time to time by the Board, as set forth hereinbelow.
(G) "OPTION AGREEMENT" - the Agreement to be executed between the Company and the Grantee under which Option(s) are to be granted.
(H) "VESTED OPTION(S)" - that portion of the Options which the Grantee is entitled to exercise in accordance with the provisions of Section 7.2 of the Plan or the provisions of the Option Agreement executed with such Grantee.
(I) the "EXERCISE PERIOD" - the period during which the Vested Options may be exercised, as provided in Section 7.3 of the Plan.
(J) "EXERCISE PRICE" - the price which the Grantee must pay to exercise each Option.
(K) "EXERCISED SHARES" - the Shares issued upon the exercise of the Options.
(L) the "TRUSTEE" - the custodian appointed by the Company for the purposes of this Plan and approved of by the Israeli Income Tax Commissioner, or any other custodian that the Company may appoint, in its sole discretion, in place of the approved custodian, provided that such custodian shall be approved by the Israeli Income Tax Commissioner.
2. THE PLAN
2.1 PURPOSE - The purpose and intent of the Plan is to grant to selected employees of the Company an opportunity to purchase Shares of the Company by way of granted Options and to provide an additional incentive to such employees to remain in the employ of the Company, to encourage the sense of proprietorship of such employees, and to stimulate the active interest of such employees in the success of the Company.
2.2 FRAMEWORK - The Plan shall be implemented in accordance with Section 102 of the Israeli Income Tax Ordinance (New Version), 1961, and the rules and regulations promulgated thereunder, as are in effect from time to time (hereinafter: the "Ordinance").
2.3 EFFECTIVE DATE - The Board has resolved to adopt and authorize the Plan and has resolved that it shall enter into effect commencing 1.9.97.
3. ADMINISTRATION
3.1 The Plan shall be administered by the Board or by a committee appointed by the Board.
3.2 The Board shall have sole and full discretion and sole authority to administer the Plan and all actions related thereto, including to perform any and all of the following from time to time and at any time:
3.2.1 to determine the Company's employees in favor of whom the
Options shall be granted, the number of Options to be granted
in favor of each employee, the Exercise Price thereof, and the
conditions under which such Options may be exercised;
3.2.2 to interpret the Plan;
3.2.3 to determine the terms of the Option Agreements;
3.2.4 to perform any action required or advisable for the
administration of the Plan;
3.2.5 to prescribe, amend, modify (including by adding new terms and
rules), and to rescind and terminate the Plan or any of its
terms.
|
3.3 Any amendment or modification of the Plan, if any, shall be applicable to the relationship between the Grantee and the Company, including under the Option Agreements and the amendment or modification shall be deemed to have been included in the Plan and the Option Agreements, ab initio, unless the amendment or modification adversely affects the rights of a Grantee under the Vested Options.
4. ELIGIBILITY
In determining the employees in favor of whom Options are to be granted, the number of Options to be granted and the terms of the Options, the Board may take into account the nature of the services rendered by the respective employee, his present and future potential and contribution to the Company's success, and any other data the Board may deem relevant.
5. RESERVED SHARES
The total number of Options to be granted to the Grantees pursuant to the Plan shall be determined from time to time by the Board.
The Company shall at all times reserve such number of authorized but unissued Shares which equals the number of Shares to which all of the then outstanding Options may be converted upon exercise.
6. GRANT OF OPTIONS AND ISSUANCE OF SHARES IN TRUST
6.1 The Options shall be granted in favor of the Grantee for no consideration.
6.2 The Options and the Grantee's rights thereunder shall be subject to the execution of an Option Agreement between the Company and the Grantee, which Option Agreement shall set forth the terms and conditions of the Options, as determined by the Company, including without limitation, the
number of Options granted thereunder, the terms of exercise thereof (including the Exercise Price) and any other term the Board may deem necessary.
6.3 In addition, the Options shall be subject to the execution of all the documents necessary in order to comply with the Ordinance, and all other documents required by the Company, (the Option Agreement and said documents shall be hereinafter referred to as: the "DOCUMENTS").
6.4 The Company shall provide the Grantee with the Documents for signature after the Board adopts a resolution to grant Options in favor of such Grantee, and the Company shall sign such Documents after they have been duly signed and returned by such Grantee.
It is hereby clarified that the execution of the said Documents by the Grantee does not exempt the Grantee from signing any other document as may be required by the Company at a later stage.
6.5 In order to fulfil the provisions of Section 102 of the Ordinance, the Options granted hereunder shall be held by the Trustee and the Exercised Shares shall be issued to the Trustee, and both shall be registered in the name of the Trustee, who shall hold the Options and/or the Exercised Shares in trust for an aggregate period of AT LEAST TWO (2) YEARS commencing from the date an Option letter is deposited with the Trustee which deposit shall not precede the lapse of 30 days after the date on which the notice regarding the grant was delivered to the tax authorities (hereinafter: the "RESTRICTED PERIOD"), and then continuing until such time as they are released, as hereinafter provided.
7. TERMS OF OPTIONS
7.1 The amount of Options and the Exercise Price for each Grantee shall be determined by the Board and shall be specified in the Option Agreement; if not determined otherwise by the Board, the Exercise Price shall be the fair market value of the Shares on the date of the grant of the Options. For as long as the Company's shares are traded on Nasdaq, said fair market value shall be as determined by the closing value of the Shares listed on Nasdaq at the closing of the last previous day of trading.
7.2 Unless otherwise determined by the Board with respect to any specific Grantee, the right of a Grantee to exercise the Options granted in such Grantee's favor during the Exercise Period shall be vested with such Grantee as follows:
(a) If the Grantee remains in the employ of the Company or its subsidiaries for a period of not less than 2 years from the date of the resolution of the Board regarding the issuance of the Options to the Grantee (hereinafter: the "Date of the Grant") - the Grantee shall be entitled to exercise 50% of all the Options granted in such Grantee's favor.
(b) If the Grantee remains in the employ of the Company or its subsidiaries for a period of not less than 3 years from the Date of Grant - the Grantee shall be entitled to exercise 75% of all the Options granted in such Grantee's favor.
(c) If the Grantee remains in the employ of the Company or its subsidiaries for a period of not less than 4 years from the Date of Grant - the Grantee shall be entitled to exercise 100% of all the Options granted in such Grantee's favor.
In the event that the employment of the Grantee is terminated for any reason (including due to death or disability), all of the Options granted in his favor which are not yet Vested Options shall immediately expire and terminate, shall become null and void and shall not entitle the Grantee to any right in or to the Company.
7.3 EXERCISE PERIOD
7.3.1 Each Vested Option shall remain exercisable until the lapse of
two years following the later of : (I) the vesting date of such
Options, or (II) the date of the initial public offering of the
Company's shares on Nasdaq.
7.3.2 Notwithstanding the abovesaid, a Grantee shall also be entitled
to exercise the Vested Options immediately prior to the closing
of a transaction, the nature of which is the sale of all of the
shares of the Company by the shareholders, upon receipt of the
Company's notice specifying such date. It is hereby clarified
that in any event, upon the closing of such a transaction, the
non-Vested Options shall expire and terminate and become null
and void and shall not entitle the Grantee to any right in or
to the Company. In the event the Grantee does not exercise all
of the Vested Options on the date specified by the Company, the
remaining Vested Options shall expire and terminate and become
null and void on the closing date of the abovementioned
transaction and shall not entitle the Grantee to any right in
or toward the Company.
|
7.4 Vested Options may be exercised at one time or from time to time during the Exercise Period, but only by the Trustee, after the Trustee shall have received written instructions from the Grantee, accompanied by the full payment of the Exercise Price for the Vested Options then being exercised, by personal check or cashier's check payable to the order of the Company (the written instructions accompanied by the full payment shall be referred to hereinafter as: the "Exercise Notice"). The Trustee shall exercise such Vested Options with respect to which the Exercise Notice was given, by giving the Company, at its principal office, written notice of intent to exercise such Vested Options, accompanied by the Exercise Notice; provided however, that in case payment is made by personal check (and not by cashier's check), the Options shall not be considered as exercised, and the Company shall not issue the Exercised Shares in respect thereof, until the personal check shall have been fully honored by the bank on which it was drawn.
7.5 The Exercised Shares shall be issued in the name of the Trustee who shall hold same until their release as hereinafter provided.
7.6 A Grantee whose employment with the Company was terminated for any reason (including death or disability) shall be entitled only to the Shares which were previously exercised and the Vested Options, and the remaining Options (i.e. non-Vested) shall expire and terminate and become null and void and shall not entitle the Grantee to any right in or to the Company.
8. TRANSFERABILITY
8.1 The Options and all rights related thereto shall not be assignable, transferable, subjected to an attachment, lien or encumbrance of any kind.
8.2 Notwithstanding the abovesaid, the Vested Options shall be transferable by will or intestacy, provided that the Company receives written notice thereof, accompanied by a certified copy of the Will or Intestacy Order and/or other evidence deemed acceptable by the Board, and accompanied by the transferee(s) written consent to the provisions and rules of the Ordinance, the Plan, and the Option Agreement.
8.3 Following the exercise of the Vested Options, the Exercised Shares shall be transferable after the Restricted Period, subject to all applicable securities regulations and lock-up provisions. Further, to the extent that applicable law provides for concurrent payment of taxes by the transferor upon transfer, the Exercised Shares shall only be transferable once payment of all taxes required to be paid in connection with a sale or transfer of Exercised Shares shall have been made to the tax assessor, confirmation of same shall have been received by the Trustee or the Company, and the conditions set forth in Section 9 hereunder shall have been fulfilled.
8.4 Without derogating from the abovesaid, in the event the shareholders of the Company (not including shareholders who purchased shares under an employee share option plan) (hereinafter: the "SELLING SHAREHOLDERS") intend to sell all of their shares in the Company, and to the effect that the Grantee was asked to do so by the majority of the Selling Shareholders (which majority shall be determined according to the pro rata share of each Selling Shareholder of the issued share capital of the Company), the Grantee shall be obligated to join the sale and sell his Shares, under the same conditions as the Selling Shareholders are selling their shares, and if requested by the purchasers of such sale, at the purchaser's sole discretion, the Grantee shall sell to the purchasers the Vested Options, under the same terms, as if the Grantee had exercised same immediately prior to the sale.
9. RELEASE
Upon the lapse of the Restricted Period, the Trustee may, pursuant to the written request of the Grantee, release and transfer the Exercised Shares to the Grantee, or to any third party to whom the Grantee wishes to sell the Exercised Shares, as indicated in the Grantee's written notice, provided however that all the following conditions will have been fulfilled prior to such transfer: (I) payment to the tax assessor of all taxes required to be paid upon the release and transfer of the Exercised Shares and confirmation of same received by the Trustee; and (II) receipt by the Trustee of written confirmation issued by the Company to the Trustee stating that all requirements for said release and transfer have been fulfilled according to the terms of the Articles, the Ordinance, the Plan and the Option Agreement.
The date on which the Exercised Shares shall be released and transferred to the Grantee shall hereinafter be referred to as the "DATE OF RELEASE".
10. TERMINATION
10.1 Notwithstanding anything to the contrary herein, any Option granted in favor of a Grantee not exercised by such Grantee within the Exercise Period and in strict accordance with the terms of the Plan and the Option Agreement, shall, upon the lapse of the Exercise Period, immediately expire and terminate, become null and void, and shall not entitle the Grantee to any right in, or toward the Company in connection with same, and all interests and rights of the Grantee, in and to same, shall expire.
10.2 Notwithstanding anything to the contrary herein, upon the issuance of a court order declaring the bankruptcy of a Grantee, or the appointment of a receiver or a provisional receiver for a Grantee, or over his assets, or any part thereof, or upon making a general assignment for the benefit of his creditors, any Option issued and registered in favor of such Grantee which was not yet exercised by the Grantee shall immediately expire and terminate, become null and void and shall not entitle the Grantee, his receiver, successors, creditors or assignees, to any right in, or toward the Company in connection with same, and all interests and rights of the Grantee, his receiver, successors, creditors or assignees, in and to same, if any, shall expire.
11. RIGHTS AS SHAREHOLDER
11.1 It is hereby clarified that a Grantee shall not, by virtue of the Plan, the Option Agreement or any Option granted in favor of him thereunder, have any of the rights of a shareholder with respect to any Shares represented by the Options, until the Options have been exercised.
Furthermore, except for the right to receive dividends as provided in
Section 12.1 hereinafter, the Grantee shall not have any rights by
virtue of the Exercised Shares until same shall have been transferred
to the Grantee by registering same in the Grantee's name, and only
then shall the Grantee have the rights of a shareholder with respect
to the shares so registered.
11.2 For so long as the Exercised Shares are held by the Trustee, the Company shall consider only the Trustee as the owner of such shares for all purposes whatsoever (including without limitation, for the
purpose of delivering notices); the Trustee, however, shall not exercise the voting rights conferred by such Exercised Shares in any way whatsoever, and shall not issue a proxy to any person or entity to vote such shares.
11.3 The Grantee shall not have, and hereby waives the right to have, by virtue of the Exercised Shares, any pre-emptive rights to purchase, along with the other shareholders in the Company, a pro rata portion of any securities proposed to be offered by the Company prior to the offering thereof to any third party and any rights of first refusal to purchase any securities of the Company offered by the other shareholders of the Company.
12. DIVIDENDS AND BONUS SHARES
12.1 Cash dividends paid or distributed, if any, with respect to the Exercised Shares held by the Trustee, shall be remitted directly to the Grantee who is entitled to the Exercised Shares for which the dividends are being paid or distributed.
12.2 All bonus shares to be issued by the Company, if any, with regard to the Exercised Shares, shall, if the Exercised Shares are registered to the Trustee, be registered in the name of the Trustee and, if the Exercised Shares are registered to the Grantee, be registered in the name of the Grantee. All provisions applying to the Exercised Shares, shall apply to the bonus shares, mutatis mutandis.
12.3 The Trustee shall transfer the said bonus shares upon the transfer of the Exercised Shares with respect to which the bonus shares were issued.
13. ADJUSTMENTS
The number of Shares to which each outstanding Option is exercisable, shall be proportionately adjusted in the event of a reorganization of the share capital of the Company by a stock split, reverse stock split, combination or reclassification of the shares, as well as for a distribution of bonus shares. Such adjustment shall be made by the Board, whose determination in this matter shall be final and binding.
14. RIGHTS TO CHANGES
The Plan or the Option Agreement shall not affect, in any way, the rights,
powers or freedoms of the Company or its shareholders to make or authorize:
any sale, transfer or any change whatsoever in all or any part of the
Company's assets, obligations or business, or any other business,
commercial or corporate act or proceeding, whether of a similar character
or otherwise; any or all adjustments, recapitalizations, reorganizations or
other changes in the Company's capital structure or business; any merger or
consolidation of the Company; any issue of bonds, debentures, shares
(including preferred or prior preference shares ahead of or affecting the
existing shares of the Company including the shares into which the Options
granted hereunder are exercisable or the Exercised Shares or the rights
thereof, etc.); or the dissolution or liquidation of the Company; and none
of the above acts or authorizations shall entitle the Grantee to any right
or remedy, including, without limitation, a right of compensation for any
dilution resulting from any issuance of any shares or of any other
securities in the Company to any person or entity whatsoever.
15. NO EMPLOYMENT OBLIGATIONS
Nothing in the Plan, the Option Agreements or in any Option granted hereunder shall guarantee the Grantee's employment in the Company and no obligation of the Company as to the length of employment of the Grantee or as to any other term of employment shall be implied by same; the Company reserves the right to terminate the employment of any employee pursuant to such employee's terms of employment and any law.
16. NO REPRESENTATION
The Company does not and shall not, through this Plan or through any Option Agreement, make or be deemed to make any representation toward any Grantee with regard to the Company, its business, its value or with regard to the Company's shares in general, and the Exercised Shares in particular, their value or rights.
The Grantee, upon entering the Option Agreement, represents and warrants toward the Company, that his consent to the grant of the Options issued in favor of him and their exercise (if so exercised), is, in no respect, made on the basis of any representation or warranty made by the Company or by any of its directors, officers, shareholders or employees, and is made based only upon his examination and expectations of the Company, on an "as is" basis. The Grantee waives any claim whatsoever of "non conformity" of any kind or any other cause of action or claim of any kind with respect to the Options and/or the Shares exercised thereupon.
17. TAX CONSEQUENCES
All tax consequences arising from the grant or exercise of any Option, the payment for or the transfer of the Exercised Shares to the Grantee, or from any other event or act (of the Company or the Grantee) hereunder, shall be borne solely by the Grantee, and the Grantee shall indemnify the Company and hold it harmless from and against any and all liability for any such tax or interest or penalty.
The Company and the Trustee may withhold from any payment to which the Grantee may be entitled to from the Company, the amount of the tax and/or other mandatory payment the withholding of which is required with respect to the Options and/or the Exercised Shares under any law.
18. SUBORDINATION
It is clarified that the Grant of the Options hereunder is subject to the approval by the Tax Authorities of the Plan and the Trustee, in accordance with the Ordinance. It is also clarified that the Plan and the Option Agreement are subject to the provisions of the Ordinance which accordingly shall be deemed an integral part of each, and which shall prevail over any term that is not consistent with the Ordinance.
EXHIBIT 10.2
CAMTEK LTD.
AMENDED AND RESTATED SUBSIDIARY EMPLOYEE OPTION PLAN
1. DEFINITIONS
As used herein the following terms shall have the meanings hereinafter set forth, unless the context clearly indicates the contrary.
(A) the "COMPANY" - Camtek Ltd.
(B) "BOARD" - the Board of Directors of the Company.
(C) "SHARE(S)" - Ordinary Shares of the Company, each with a par value of NIS 0.01.
(D) "OPTION(S)" - an Option or Options granted within the framework of this Plan each of which imparts the right to purchase one Share per Option.
(E) "GRANTEE" - an employee of a Subsidiary to whom Options are granted or to whom the Company decides to grant Options.
(F) "PLAN" - the Company's Employee Subsidiary Option Plan as provided hereunder, and as may be amended from time to time, as set forth hereinbelow.
(G) "OPTION AGREEMENT" - the Agreement to be executed between the Company and the Grantee under which Option(s) are to be granted.
(H) "VESTED OPTION(S)" - that portion of the Options which the Grantee is entitled to exercise in accordance with the provisions of Section 8.2 of the Plan or the provisions of the Option Agreement executed with such Grantee.
(I) the "EXERCISE PERIOD" - the period during which the Vested Options may be exercised, as provided in Section 8.3 of the Plan.
(J) "EXERCISE PRICE" - the price which the Grantee must pay to exercise each Option.
(K) "EXERCISED SHARES" - the Shares issued upon the exercise of the Options.
(L) the "CUSTODIAN" - a custodian who may be appointed by the Company for the purposes of this Plan and who shall act in accordance with terms to be determined by the Board.
(M) "INCENTIVE STOCK OPTION(S)" - as defined in Section 7 hereto.
(N) "INCENTIVE STOCK OPTION GRANTEE" - as defined in Section 7 hereto. (O) "SUBSIDIARY" - any company in which, at the time of granting an Option, the Company owns, directly or indirectly, at least fifty percent (50%) of the total combined voting power of all classes of shares of such company.
2. THE PLAN
2.1 PURPOSE - The purpose and intent of the Plan is to grant to selected employees of the Company's Subsidiaries, an opportunity to purchase Shares of the Company by way of granted Options and to provide an additional incentive to such employees to remain in the employ of the Company's Subsidiaries, to encourage the sense of proprietorship of such employees, and to stimulate the active interest of such employees in the success of the Company and the Company's Subsidiaries.
2.2 EFFECTIVE DATE - The Board has resolved to adopt and authorize the Plan and has resolved that it shall enter into effect commencing 1.9.97.
2.3 SUNSET DATE - The Plan shall be valid and in effect for a period of ten (10) years and shall expire on 31.8.2007.
3. ADMINISTRATION
3.1 The Plan shall be administered by the Board.
3.2 The Board shall have sole and full discretion and sole authority to administer the Plan and all actions related thereto, including to perform any and all of the following from time to time and at any time:
3.2.1 to determine the Subsidiaries' employees in favor of whom the
Options shall be granted, the number of Options to be granted
in favor of each employee, the Exercise Price and Exercise
Period thereof, and the conditions under which such Options may
be exercised, including with respect to the entrustment of the
Options with a Custodian;
3.2.2 to interpret the Plan;
3.2.3 to determine the terms of the Option Agreements;
3.2.4 to perform any action required or advisable for the
administration of the Plan; and
3.2.5 to prescribe, amend, modify (including by adding new terms and
rules), and to rescind and terminate the Plan or any of its
terms.
|
3.3 Any amendment or modification of the Plan, if any, shall be applicable to the relationship between the Grantee and the Company, including under the Option Agreements and the amendment or modification shall be deemed to have been included in the Plan and the Option Agreements, AB INITIO, unless the amendment or modification adversely affects the rights of a Grantee under the Vested Options.
4. ELIGIBILITY
In determining the employees in favor of whom Options are to be granted, the number of Options to be granted and the terms of the Options, the Board may take into account the nature of the services rendered by the respective employee, such employee's present and future potential and contribution to the success of the Subsidiaries, and any other criteria the Board may deem relevant.
5. RESERVED SHARES
The total number of Options to be granted to the Grantees pursuant to the Plan shall be determined from time to time by the Board.
The Company shall at all times reserve such number of authorized but unissued Shares which equals the number of Shares to which all of the then outstanding Options may be converted upon exercise.
6. GRANT OF OPTIONS AND ISSUANCE OF SHARES IN TRUST
6.1 The Options shall be granted in favor of the Grantee for no consideration.
6.2 The Options and the Grantee's rights thereunder shall be subject to the execution of an Option Agreement between the Company and the Grantee, which Option Agreement shall set forth the terms and conditions of the Options, as determined by the Company, including without limitation, the number of Options granted thereunder, the terms of exercise thereof (including the Exercise Price) and any other term the Board may deem necessary.
6.3 In addition, the Options shall be subject to the execution of all the documents necessary in order to comply with all applicable tax laws (hereinafter: the "TAX LAWS"), and all other documents that may be required by the Company at any time, (the Option Agreement and said documents shall be hereinafter referred to as: the "DOCUMENTS").
6.4 The Company shall provide the Grantee with the Documents for signature after the Board adopts a resolution to grant Options in favor of such Grantee, and the Company shall sign such Documents after they have been duly signed and returned by such Grantee.
It is hereby clarified that the execution of the said Documents by the Grantee does not exempt the Grantee from signing any other document as may be required by the Company at a later stage.
6.5 The Board may, from time to time, with respect to all of the Grantees or with respect to any particular Grantee, resolve that during the Restricted Period (as defined below) and until the underlying Shares are released (as provided below), the Options granted hereunder shall be held by the Custodian and the Exercised Shares shall be issued to the Custodian, and both shall be registered in the name of the Custodian, who shall hold the Options and/or the Exercised Shares in trust for such period as determined by the Board commencing from the date the Option documentation is deposited with the Custodian (hereinafter: the "RESTRICTED Period"), and then continuing until such time as they are released, as hereinafter provided.
7. AWARD OF INCENTIVE STOCK OPTIONS
The Board may, from time to time and subject to the provisions of the Plan and such other terms and conditions as the Board may prescribe, grant to any participant in the Plan who is a United States citizen or resident and/or otherwise subject to taxation in the United States with respect to the grant of the Options, one or more "incentive stock options" (intended to qualify as such under the provisions of Section 422 of the Internal Revenue Code of 1986, as amended) (the "CODE" and "INCENTIVE STOCK OPTIONS" respectively) to purchase for cash the number of Shares allotted by the Board. The maximum number of Shares that may be issued under this Section 7 is 250,000. The date an Incentive Stock Option is granted shall mean the date selected by the Board as of which the Board allots a specific number of shares to a participant pursuant to the Plan. Notwithstanding the foregoing, Incentive Stock Options shall not be granted to any owner of 10% or more of the total combined voting power of the Company and its Subsidiaries.
Without derogating from anything to the contrary contained herein, it is hereby clarified that a resolution of the Board with the following effect shall require shareholder approval: (I) increasing the maximum number of Shares that may be issued under this Section 7; (II) extending the period during which an Incentive Stock Option may be granted or exercised; (III) extending the term of this Incentive Stock Option Plan; or (IV) changing the class of employees who are eligible to participate in this Incentive Stock Option Plan.
7.1 INCENTIVE STOCK OPTION AGREEMENTS.
The grant of an Incentive Stock Option shall be evidenced by a written Incentive Stock Option Agreement, executed by the Company and the holder of an Incentive Stock Option (the "INCENTIVE STOCK OPTION GRANTEE"), stating the number of Incentive Stock Options to be granted and the other
terms referred to in Section 6.2 of the Plan, and in such form as the Board may from time to time determine.
7.2 INCENTIVE STOCK OPTION PRICE.
The exercise price of the Incentive Stock Options shall be 100% of the fair market value of a share of Shares on the date the Incentive Stock Option is granted. For as long as the Company's shares are traded on Nasdaq, said fair market value shall be as determined by the closing value of the Shares listed on Nasdaq at the closing of the last previous day of trading.
7.3 MAXIMUM AMOUNT OF INCENTIVE STOCK OPTION GRANT.
The aggregate value of Shares vesting in any calendar year to the
benefit of any one Grantee pursuant to an Incentive Stock Option,
shall not exceed US $100,000, such value measured by the fair market
value of such shares on the date of grant of the Option pursuant to
Section 7.2 above.
7.4 APPLICABILITY OF STOCK OPTIONS SECTIONS.
All Sections of this Plan with the specific exclusion of any provisions pertaining to the holding of the Options of the underlying Shares by a Custodian shall apply equally to Incentive Stock Options, MUTATIS MUTANDIS, to the extent not inconsistent with the express provisions of this Section 7. Said sections are incorporated by reference in this Section 7 as though fully set forth herein.
8. TERMS OF OPTIONS
8.1 Except as otherwise provided, the amount of Options and the Exercise Price for each Grantee shall be determined by the Board and shall be specified in the Option Agreement; provided however, that in no event shall the Exercise Price of (a) any Option be less than the par value price of the Shares; and of (b) any Incentive Stock Option be less than the fair market value of the Shares on the date of the grant of the Options, as set forth in Section 7.2 above.
8.2 Unless otherwise determined by the Board with respect to any specific Grantee, the right of a Grantee to exercise the Options granted in such Grantee's favor during the Exercise Period shall be vested with such Grantee as follows:
(a) If the Grantee remains in the employ of any of the Subsidiaries for a period of not less than 2 years from the date of the resolution of the Board regarding the issuance of the Options to the Grantee (hereinafter: the "Date of the Grant") - the Grantee shall be entitled to exercise 50% of all the Options granted in such Grantee's favor.
(b) If the Grantee remains in the employ of any of the Subsidiaries for a period of not less than 3 years from the Date of Grant - the Grantee shall be entitled to exercise 75% of all the Options granted in such Grantee's favor.
(c) If the Grantee remains in the employ of any of the Subsidiaries for a period of not less than 4 years from the Date of Grant - the Grantee shall be entitled to exercise 100% of all the Options granted in such Grantee's favor.
In the event that the employment of the Grantee is terminated for any reason (including due to death or disability), all of the Options granted in such Grantee's favor which are not yet Vested Options shall immediately expire and terminate, shall become null and void and shall not entitle the Grantee to any right in or to the Company. Notwithstanding the above, a transfer of a Grantee's employment from one Subsidiary to another Subsidiary or to the Company shall not be deemed a termination of the Grantee's employment.
8.3 EXERCISE PERIOD
8.3.1 Each Vested Option shall remain exercisable until the lapse of
two years following the later of : (I) the vesting date of such
Options, or (II) the date of the initial public offering of the
Company's shares on Nasdaq.
8.3.2 In the event of a merger of the Company with or into another
corporation, or the sale of all or substantially all the assets
or the shares of the Company (such merger or sale: the "MERGER
TRANSACTION"), the surviving or the acquiring entity, as the
case may be, or their respective parent or subsidiary (the
"SUCCESSOR ENTITY"), may either assume the Company's rights and
obligations under outstanding Options or substitute for
outstanding Options substantially equivalent options for the
Successor Entity's shares.
For purposes of this Section 8.3.2, the outstanding Options
shall be deemed assumed or substituted by the Successor Entity
if, following the consummation of the Merger Transaction, the
outstanding Options confer the right to purchase or receive in
accordance with their terms, for each share subject to any
outstanding Option immediately prior to the consummation of the
Merger Transaction, the consideration (whether shares, cash or
other securities or property) to which a holder of a share on
the effective date of consummation of the Merger Transaction
was entitled; provided however, that if such consideration is
not solely securities of the Successor Entity, the Board may,
with the consent of the Successor Entity, provide for the
consideration to be received upon the exercise of the
outstanding Options, to be solely securities of the Successor
Entity equal in their market value to the per share
consideration received by the holders of shares in the Merger
Transaction.
In the event that the Successor Entity does not assume or
substitute for all of the outstanding Options of a Grantee,
then the Grantee shall have a period of fifteen (15) days, from
the date designated in a written notice to be gi ven to the
Grantee by the Company, to exercise all the Vested Options of
the Grantee; provided, however, that if the Merger Transaction
occurs within the first one year period of vesting, a
proportionate quantity of the Options granted to the Grantee
which are to be vested at the end of the first one year period,
relative to such Grantee's engagement period out of such
one-year period, shall become vested and may be exercised by
the Grantee within said 15-day period.
All Options which are neither assumed or substituted for by the
Successor Entity nor exercised as of the date of the end of the
said 15 day period shall expire and terminate effective as of
the date of the consummation of the Merger Transaction, shall
become null and void and shall not entitle the Grantee to any
right in or towards the Company.
|
8.4 Unless otherwise instructed in writing by the Company, Vested Options
may be exercised at one time or from time to time during the Exercise
Period, Custodianby providing written instructions to the Company from
the Grantee in a form to be determined by the Company at its principal
office or to anyone the Company may designate for this purpose,
accompanied by the full payment of the Exercise Price for the Vested
Options then being exercised, by personal check or cashier's check
payable to the order of the Company (the written instructions
accompanied by the full payment shall be referred to hereinafter as:
the "EXERCISE NOTICE"); provided however, that in case payment is made
by personal check (and not by cashier's check), the Options shall not
be deemed exercised, and the Company shall not issue the Exercised
Shares in respect thereof, until the personal check shall have been
fully honored by the bank on which it was drawn.
8.5 If such Vested Options are held by a Custodian, the terms under which such Vested Options may be exercised and the terms of their issuance and release shall be determined by the Company, including in accordance with the Tax Laws.
8.6 A Grantee whose employment with any of the Subsidiaries was terminated for any reason (including death or disability) shall be entitled only to the Exercised Shares and to the Vested Options, and the remaining Options (i.e. non-Vested) shall expire and terminate and become null and void and shall not entitle the Grantee to any right in or to the Company.
9. TRANSFERABILITY
9.1 The Options and all rights related thereto shall not be assignable, transferable, subjected to an attachment, lien or encumbrance of any kind.
9.2 Notwithstanding the abovesaid, the Vested Options shall be transferable by will or intestacy, provided that the Company receives written notice thereof, accompanied by a certified copy of the Will or Intestacy Order and/or other evidence deemed acceptable by the Board, and accompanied by the transferee(s) written consent to the provisions and rules of the Tax Laws, the Plan, and the Option Agreement.
9.3 Following the exercise of the Vested Options, the Exercised Shares shall be transferable after the Restricted Period, subject to all applicable securities regulations and lock-up provisions. Further, to the extent that applicable law provides for concurrent payment of taxes by the transferor upon transfer, the Exercised Shares shall only be transferable once payment of all taxes required to be paid in connection with a sale or transfer of Exercised Shares shall have been made to the tax assessor, confirmation of same shall have been received by the Custodian or the Company, and the conditions set forth in Section 9 hereunder shall have been fulfilled.
9.4 Without derogating from the abovesaid, in the event the shareholders of the Company (not including shareholders who purchased shares under a share option plan for employees or officeholders) (hereinafter: the "SELLING SHAREHOLDERS") intend to sell all of their shares in the Company, and to the effect that the Grantee was asked to do so by the majority of the Selling Shareholders (which majority shall be determined according to the pro rata share of each Selling Shareholder of the issued share capital of the Company), the Grantee shall be obligated to join the sale and sell the Exercised Shares such Grantee holds, under the same terms and conditions as the Selling Shareholders are selling their shares, and if requested by the purchasers of such sale, at the purchaser's sole discretion, the Grantee shall sell to the purchasers the Vested Options, under the same terms, as if the Grantee had exercised same immediately prior to the sale it being clarified that the Exercise Price shall be deducted from the sale price under such terms and that the remaining Options (i.e. non-Vested Options) shall expire and terminate and become null and void and shall not entitle the Grantee to any right in or to the Company.
10. TERMINATION
10.1 Notwithstanding anything to the contrary herein, any Option granted in favor of a Grantee not exercised by such Grantee within the Exercise Period and in strict accordance with the terms of the Plan and the Option Agreement, shall, upon the lapse of the Exercise Period, immediately expire and terminate, become null and void, and shall not entitle the Grantee to any right in, or toward the Company in connection with same, and all interests and rights of the Grantee, in and to same, shall expire.
10.2 Notwithstanding anything to the contrary herein, upon the issuance of a court order declaring the bankruptcy of a Grantee, or the appointment of a receiver or a provisional receiver for a Grantee, or over such Grantee's assets, or any part thereof, or upon making a general assignment for the benefit of his creditors, any Option issued and registered in favor of such Grantee which was not yet exercised by the Grantee shall immediately expire and terminate, become null and void and shall not entitle the Grantee, the Grantee's receiver, successors, creditors or assignees, to any right in, or toward the Company in connection with same, and all interests and rights of the Grantee, the Grantee's receiver, successors, creditors or assignees, in and to same, if any, shall expire.
11. RIGHTS AS SHAREHOLDER
11.1 It is hereby clarified that a Grantee shall not, by virtue of the Plan, the Option Agreement or any Option granted in favor of such Grantee thereunder, have any of the rights of a shareholder with respect to any Shares represented by the Options, until the Options have been exercised.
Furthermore, except for the right to receive dividends as provided in
Section 12.1 hereinafter, the Grantee shall not have any rights by
virtue of the Exercised Shares until same shall have been released and
transferred to the Grantee by registering same in the Grantee's name,
and only then shall the Grantee have the rights of a shareholder with
respect to the shares so registered.
11.2 For so long as the Exercised Shares are held by the Custodian, if applicable, the Company shall consider only the Custodian as the owner of such shares for all purposes whatsoever (including without limitation, for the purpose of delivering notices); the Custodian, however, shall not exercise the voting rights conferred by such Exercised Shares in any way whatsoever, and shall not issue a proxy to any person or entity to vote such shares.
11.3 The Grantee shall not have, and hereby waives the right to have, by virtue of the Exercised Shares, any pre-emptive rights to purchase, along with the other shareholders in the Company, a pro rata portion of any securities proposed to be offered by the Company prior to the offering thereof to any third party and any rights of first refusal to purchase any securities of the Company offered by the other shareholders of the Company.
12. DIVIDENDS AND BONUS SHARES
12.1 Cash dividends paid or distributed, if any, with respect to the Exercised Shares held by the Custodian, shall be remitted directly to the Grantee who is entitled to the Exercised Shares for which the dividends are being paid or distributed.
12.2 If the Exercised Shares are registered to the Custodian all bonus shares to be issued by the Company, if any, with regard to the Exercised Shares, shall, be registered in the name of the Custodian and, if the Exercised Shares are registered to the Grantee, such bonus shares shall be registered in the name of the Grantee. All provisions applying to the Exercised Shares, shall apply to the bonus shares, MUTATIS MUTANDIS.
12.3 If the bonus shares were registered in the name of the Custodian, the Custodian shall transfer the said bonus shares upon the transfer of the Exercised Shares with respect to which the bonus shares were issued.
13. ADJUSTMENTS
The number of Shares to which each outstanding Option is exercisable, shall be proportionately adjusted in the event of a reorganization of the share capital of the Company by a stock split, reverse stock split, combination or reclassification of the shares, as well as for a distribution of bonus shares. Such adjustment shall be made by the Board, whose determination in this matter shall be final and binding.
All provisions applying to the Exercised Shares shall apply to all Shares received as a result of an adjustment as described above.
14. RIGHTS TO CHANGES
The Plan or the Option Agreement shall not affect, in any way, the rights,
powers or freedoms of the Company or its shareholders to make or authorize:
(a) any sale, transfer or any change whatsoever in all or any part of the
Company's assets, obligations or business, or any other business,
commercial or corporate act or proceeding, whether of a similar character
or otherwise; (b) any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or business; (c) any merger or consolidation of the Company; (d) any issue of bonds, debentures, shares (including preferred or prior preference shares ahead of or affecting the existing shares of the Company including the shares into which the Options granted hereunder are exercisable or the Exercised Shares or the rights thereof, etc.); (e) or the dissolution or liquidation of the Company; and none of the above acts or authorizations shall entitle the Grantee to any right or remedy, including, without limitation, a right of compensation for any dilution resulting from any issuance of any shares or of any other securities in the Company to any person or entity whatsoever.
15. NO EMPLOYMENT OBLIGATIONS
Nothing in the Plan, the Option Agreements or in any Option granted hereunder shall guarantee the Grantee's employment in any of the Subsidiaries and no obligation of any of the Subsidiaries as to the length of employment of the Grantee or as to any other term of employment shall be implied by same; it is provided that the employment of any employee may be terminated at any time pursuant to such employee's terms of employment and any law.
16. NO REPRESENTATION
The Company does not and shall not, through this Plan or through any Option Agreement, make or be deemed to make any representation toward any Grantee with regard to the Company, its business, its value or with regard to the Company's shares in general, and the Exercised Shares in particular, their value or rights.
The Grantee, upon entering the Option Agreement, represents and warrants toward the Company, that the Grantee's consent to the grant of the Options issued in favor of the Grantee and their exercise (if so exercised), is, in no respect, made on the basis of any representation or warranty made by the Company or by any of its directors, officers, shareholders or employees, and is made based only upon the Grantee's examination and expectations of the Company, on an "as is" basis. The Grantee waives any claim whatsoever of "non conformity" of any kind or any other cause of action or claim of any kind with respect to the Options and/or the Shares exercised thereupon.
17. TAX CONSEQUENCES
All tax consequences arising from the grant or exercise of any Option, the payment for or the transfer of the Exercised Shares to the Grantee, or from any other event or act (of the Company or the Grantee) hereunder, shall be borne solely by the Grantee, and the Grantee shall indemnify the Company and hold it harmless from and against any and all liability for any such tax or interest or penalty.
Each of the Company and the Custodian, if applicable, may withhold from any payment to which the Grantee may be entitled to from the Company, the amount of the tax and/or other mandatory payment the withholding of which is required with respect to the Options and/or the Exercised Shares under any law.
18. SUBORDINATION
It is clarified that the grant of the Options hereunder is subject to the approval, if necessary, by the relevant tax authorities of the Plan and the Custodian, in accordance with the Tax Laws. It is also clarified that the Plan and the Option Agreement are subject to the provisions of the Tax Laws which accordingly shall be deemed an integral part of each, and which shall prevail over any term that is not consistent with the Tax Laws.
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Employee Share Option Plans of Camtek Ltd. of our report dated February 18, 2001 with respect to the consolidated financial statements of Camtek Ltd. included in its Annual Report (Form 20-F) for the year ended December 31, 2000 filed with the Securities and Exchange Commission.
/s/ Richard A. Eisner & Company, LLP /s/ Goldstein Sabo Tevet
Richard A. Eisner & Company, LLP Goldstein Sabo Tevet
Certified Public Accountants (Isr.)
New York, NY Tel Aviv, Israel
March 13, 2002
|