As filed with the Securities and Exchange Commission on May 11, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
CAMTEK LTD.
(Exact name of Registrant as specified in its charter)
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
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(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
Ernest S. Wechsler
Brobeck, Phleger & Harrison LLP
1633 Broadway, 47th Floor
New York, New York 10019
(212) 237-2572
Facsimile: (212) 586-7878
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount to be Maximum Offering Maximum Aggregate Amount of
Title of Securities to be Registered Registered Price per Share Offering Price Registration Fee
-------------------------------------- ----------------- ---------------- ----------------- ----------------
Ordinary Shares, NIS 0.01 par value(1) 200,000 shares(2) $4.62(3) $924,000(3) $250
================================================================================================================
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(1) 200,000 Ordinary Shares to be registered under the Registrant's Employee Share Option Plan - Israel, Subsidiary Employee Option Plan, Employee Share Option Plan - Europe and Executive Share Option Plan.
(2) This Registration Statement shall also cover any additional Ordinary Shares which become issuable under the Registrant's Employee Share Option Plan - Israel, 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 the average of the high and low selling prices per share of the Registrant's Ordinary Shares on May 4, 2001, as reported by the Nasdaq National Market.
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) relating 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. This Registration Statement relates to an additional 200,000 Ordinary Shares that may be issued under any of the plans, including the Executive Share Option Plan, and also serves as a post-effective amendment to the prior Registration Statement with respect to the Subsidiary Employee Option Plan. The contents of the prior Registration Statement are incorporated in this Registration Statement by reference.
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Commission are incorporated herein by reference:
(a) The Registrant's prospectus filed with the Commission pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended (the "Act"), on August 14, 2000, in connection with the Registrant's Registration Statement No. 333-12292 on Form F-1;
(b) The Registrant's Reports of Foreign Issuer on Form 6-K filed with the SEC on July 31, 2000, August 15, 2000, August 24, 2000 and November 8, 2000, respectively; 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:
(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:
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a. A violation of the duty of care to the Registrant or to another person;
b. 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
c. A monetary liability imposed on such officer for the benefit of another person.
(2) Undertake to indemnify its office 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 of 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 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.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
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 Employee Share Option Plan - Israel.*
10.2 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 SEC in connection with the filing of the Registrant's Registration Statement on Form S-8 filed with the Commission on November 15, 2000.
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** Previously filed as the Incentive Stock Option Plan - U.S. in connection with the filing of the Registrant's Registration Statement on Form S-8 filed with the Commission on November 15, 2000, and filed as Exhibit 10.2 as amended.
Item 9. Undertakings
(a) 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 Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this 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 this
Registration Statement;
(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information;
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 Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Act, 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 any of the securities being registered which remain unsold at the termination of the offering under the Registrant's Employee Share Option Plan - Israel, Subsidiary Employee Option Plan, Employee Share Option Plan - Europe and Executive Share Option Plan.
(b) The undersigned Registrant hereby undertakes that for purposes of determining any liability under the Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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 Act 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 Commission such indemnification is against public policy as expressed in the Act 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 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 Act and will be governed by the final adjudication of such issue.
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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 7th day of May, 2001.
CAMTEK LTD.
By: /s/ Rafi Amit
------------------------------------
Rafi Amit
Chief Executive Officer
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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 May 7, 2001 -------------------- (Principal Executive Officer) Rafi Amit /s/ Moshe Amit Executive Vice President and May 7, 2001 -------------------- Chief Financial Officer Moshe Amit (Principal Accounting Officer) /s/ Yotam Stern Executive Vice President, May 7, 2001 -------------------- Business and Strategy Yotam Stern /s/ Meir Ben-Shoshan Director May 7, 2001 -------------------- Meir Ben-Shoshan |
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/s/ Haim Horowitz Director May 7, 2001 -------------------- Haim Horowitz /s/ Eran Bendoly Director May 7, 2001 -------------------- Eran Bendoly /s/ Ricki Granot Director May 7, 2001 -------------------- Ricki Granot |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Camtek USA, Inc.
468 Industrial Way West
Eatontown, NJ 07724
/s/Yotam Stern Director May 7, 2001 -------------------- Yotam Stern |
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EXHIBIT INDEX
Exhibit Number Exhibit
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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 Employee Share Option Plan - Israel.*
10.2 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).
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* Previously filed with the SEC 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 as the Incentive Stock Option Plan - U.S. in connection with the filing of the Registrant's Registration Statement on Form S-8 filed with the Commission on November 15, 2000, and filed as Exhibit 10.2 as amended.
[Shiboleth, Yisraeli, Roberts, Zisman & Co. letterhead]
Tel Aviv, May 7, 2001
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 200,000 Ordinary Shares
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 200,000 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 assigned 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 |
US/Asia Plan
CAMTEK LTD.
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.
US/Asia Plan 2
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
US/Asia Plan 3
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.
US/Asia Plan 4
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 200,000. 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
US/Asia Plan 5
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
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US/Asia Plan 6
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 given 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
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US/Asia Plan 7
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.
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US/Asia Plan 8 |
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.
US/Asia Plan 9
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
US/Asia Plan 10
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.
CAMTEK LTD.
EXECUTIVE SHARE 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) "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" - a director or other Officer Holder of the Company or any Subsidiary to whom Options are granted or to whom the Company decides to grant Options and who is not entitled to receive options under Section 102 of the Israeli Income Tax Ordinance (New Version), 1961 and/or under the Company's Employee Share Option Plans for employees.
(F) "Plan" - the Company's Office Holders Year 2000 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 that are issued upon the exercise of the Options.
(L) "Law" - the Companies' Law - 1999.
(M) "Office Holder" - as defined in the Law.
(N) "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.
(O) the "Trustee" - the trustee who may be appointed by the Company for the purposes of this Plan.
2. The Plan
2.1 Purpose
The purpose and intent of the Plan is to grant to directors and other selected Office Holders of the Company, who are not entitled to receive options under Section 102 of the Israeli Income Tax Ordinance (New Version), 1961 and/or under the Company's Employee Share Option Plans for employees, an opportunity to purchase Shares of the Company by way of granted Options in order to provide an additional incentive to such directors and Office Holders to remain in the engagement of the Company, to encourage the sense of proprietorship of such directors and Office Holders, and to stimulate their active interest in the success of the Company.
2.2 Effective Date
The Plan shall become effective as of the date on which it has been adopted by the Board.
3. Administration
3.1 The Plan shall be administered by the Board or by a committee appointed by the Board, subject to the provisions of the Law, the regulations promulgated thereunder, including with respect to any required corporate actions and approvals, if any, and any applicable tax laws and/or tax authorities' directives (such tax laws and/or directives shall be referred to hereinafter as the "Tax Laws").
3.2 Subject to the provisions of the Law and any regulations promulgated thereunder, including with respect to any required corporate actions and approvals, if any, the Board shall have sole and full discretion and sole authority to administer the Plan and all actions therunder or related thereto, including to perform any and all of the following, from time to time and at any time:
3.2.1 to designate Grantees;
3.2.2 to determine the number of Options to be granted in favor of each Grantee, the Exercise Price thereof, and the conditions under which such Options may be exercised, including the Exercise Period and the terms of vesting;
3.2.3 to interpret the Plan;
3.2.4 to determine the terms of the Option Agreements;
3.2.5 to perform any action required or advisable for the administration of the Plan; and
3.2.6 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 such 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
The persons who shall be eligible to receive grants pursuant to this Plan shall be such directors or other Officer Holders of the Company or any Subsidiary who are not entitled to receive options under Section 102 of the Israeli Income Tax Ordinance (New Version), 1961 and/or under the Company's Employee Share Option Plans for employees, as the Company shall, from time to time, determine.
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 a trust agreement, if applicable, and to the execution of all the other documents that the Company may find to be required in order to comply with the Tax Laws or otherwise (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 a resolution to grant Options in favor of such Grantee is adopted in accordance with all necessary corporate actions and after all the necessary approvals, if any, have been obtained, 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 During the Restricted Period (as defined below) and until the Exercised Shares are released (as provided below), the Options granted hereunder shall be held by the Trustee and registered in the Trustee's name, and the Exercised Shares shall be issued to the Trustee and registered in the name of the Trustee, who shall hold the Options and/or the Exercised Shares in trust for a period of two years, or a shorter period as may be determined by the Board with respect to any specific grant, or, in the absence of such determination of a shorter period, until such time at which the Grantee requests from the Company and the Board approves such release at its discretion (hereinafter: the "Restricted Period"). After the lapse of the Restricted Period, the Options and/or the Exercised Shares shall be held by the Trustee until such time as they are released, as hereinafter provided; provided however that the Board may determine with respect to all of the Grantees or with respect to a particular Grantee that Options granted under this Plan and the Exercised Shares issued by virtue thereof shall not be entrusted with a Trustee and shall be issued and registered directly in the favor of such Grantee.
7. Terms of Options
7.1 The number 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 be less than 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 determined by the closing value of the Shares listed on Nasdaq at the close of the last day of trading prior to the date of the Board resolution granting such Options to the Grantee.
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 engagement of the Company or any Subsidiary for a period of not less than one (1) year 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 25% of all the Options granted in such Grantee's favor.
(b) If the Grantee remains in the engagement of the Company or any Subsidiary for a period of more than one (1) year from the Date of Grant - the Grantee shall be entitled to exercise the remaining 75% of the Options on a monthly basis in equal portions over an additional period of three (3) years, such that 1/36 of the remaining Options shall vest at the conclusion of each month thereafter.
7.3 Exercise Period
Each Vested Option shall remain exercisable until the lapse of five
(5) years following the date on which such Option became vested,
unless terminated prior to such time, as provided in Section 10.3
below.
7.4 Effect of A Merger
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 7.4, 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 given 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.
7.5 Vested Options may be exercised at one time or from time to time during the Exercise Period, by giving written notice to the Company at its principal office, of the exercise of Vested Options, specifying the number of Vested Options being exercised and accompanied by payment in full of the Exercise Price for such Vested Options, by personal check or cashier's check payable to the order of the Company (such written instructions accompanied by full payment shall be called hereinafter: the "Exercise
Notice"); provided however, that in case of payment 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 and irrevocably honored by the bank on which it was drawn and further provided that the Company shall not issue the shares and the Options shall not be deemed exercised until the Company has been provided with the tax authorities' confirmation which either waives the tax withholding obligation and/or confirms the payment of the tax with respect to such exercise and/or has reached another arrangement with the Grantee, regarding the tax amounts, if any, that are to be withheld by the Company under the law with respect to such exercise, which is satisfactory to the Company, and if such arrangement requires the approval of the Trustee, is also satisfactory to the Trustee. Vested Options that are held by the Trustee shall be exercised only by the Trustee, who shall give the Company an Exercise Notice following receipt by the Trustee of an Exercise Notice from the Grantee.Vested Options that are held by the Grantee shall be exercised by the Grantee.
7.6 In the event the the Options were entrusted with a Trustee, the Exercised Shares underlying such Options shall be issued in the name of the Trustee who shall hold same until their release as hereinafter provided.
7.7 A Grantee whose engagement with the Company was terminated for any reason (including death or disability) shall be entitled only to the Exercised Shares, and subject to Section 10.3 below, to the Vested Options; 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.
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 foregoing, 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.
8.3 Following the exercise of the Vested Options, the Exercised Shares shall be transferable, subject to all applicable securities regulations and lock-up provisions, and in the event the Options are held by the Trustee, after the Restricted Period. 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 and confirmation of same shall have been received by the Trustee or the Company, as applicable, and the conditions set forth in Section 9 hereunder shall have been fulfilled.
8.4 Without derogating from the foregoing, in the event the majority of the shareholders of the Company, which majority shall be determined according to the pro rata share of each selling shareholder of the issued share capital of the Company, not including shareholders who purchased shares under an employee share option plan or an office holder share option plan (hereinafter: the "Selling Shareholders") intend to sell all or substantially all of their shares in the Company, and to the effect that the Grantee was asked to do so by the Selling Shareholders, the Grantee shall be obligated to join in the sale and to sell his Shares, under the same conditions as the Selling Shareholders are selling their shares; and if requested by the purchasers in such sale, at the purchasers' sole discretion, the Grantee shall sell to such 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.
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, if any; 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 Tax Laws, 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 material 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 towards the Company in connection with same; and all interests and rights of the Grantee, his receiver, successors, creditors and/or assignees, in and to same, if any, shall expire.
10.3 Notwithstanding anything else to the contrary herein, but specifically subject to Section 7.4 above, after the date of termination of the Grantee's engagement by the Company or any Subsidiary as a director or an Office Holder, the Grantee shall be entitled to exercise the Vested Options during an additional period of time beyond the date of such termination, only if: (i) termination is without Cause (as defined below), in which event any Vested Options still in force and unexpired may be exercised within a period of three (3) months from the date of such termination; (ii) termination is the result of the death or disability of the Grantee, in which event any Vested Options still in force and unexpired may be exercised within a period of eighteen (18) months from the date of termination in the event of death and twelve (12) months from the date of termination in the event of disability, or (iii) prior to the date of such termination, the Board shall authorize an extension of the terms of all or part of the Vested Options beyond the date of such termination for a period not to exceed the period during which the Vested Options by their terms would otherwise have been exercisable. Vested Options not exercised in accordance with the above shall 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 the same, and all interests and rights of the Grantee in and to the same shall expire.
The term "Cause" shall mean (i) conviction for any felony which involves moral turpitude or which affects the Company or a Subsidiary; (ii) any refusal to carry out a reasonable directive of the Company or a Subsidiary, if applicable, which was within the scope of the duties of the Grantee and which involves the business of the Company or its affiliates and was capable of being lawfully performed; (iii) embezzlement of funds of the Company or its affiliates; (iv) any breach of the Grantee's fiduciary duties or breach in bad faith of such Grantee's duties of care to the Company or a Subsidiary, if applicable; including without limitation disclosure of confidential information of the Company or a Subsidiary; and (v) any conduct not in good faith reasonably determined by the Board to be materially detrimental to the Company or to a Subsidiary.
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, 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; provided however, that in the event that Exercised Shares are held by the Trustee, the only right of the Grantee by virtue of such Exercised Shares shall be to receive dividends as provided in Setion 12.1 hereinafter.
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, if any, paid or distributed 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.
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 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.); or (e) 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 any 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 Engagment Obligations
Nothing in the Plan, the Option Agreements or in any Option granted hereunder shall guarantee the Grantee's engagement by the Company and no obligation of the Company as to the length of engagement of the Grantee or as to any other term of engagement shall be implied by same; the Company reserves the right to terminate the engagement of any Grantee pursuant to such Grantee's terms of engagement and pursuant to any applicable 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 or any Subsidiary, 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 such 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 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/or the Trustee may withhold, as applicable, from any payment or other right 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 applicable law and the Tax Laws.
18. Subordination
It is clarified that the grant of the Options hereunder is subject to the approval of the Plan and/or the Trustee, if necessary, by the relevant tax authorities, in accordance with, inter alia, 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 11, 2000 (except for Note 12(A) as to which the date is July 11, 2000) with respect to the consolidated financial statements of Camtek Ltd. included in Amendment No. 3 to its Registration Statement on Form F-1 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
May 10, 2001
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