CAMTEK LTD (Form: S-8, Received: 02/27/2004 14:04:54)

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As filed with the Securities and Exchange Commission on February 27, 2004

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 of incorporation or organization)		(IRS Employer Identification No.)

Industrial Zone
P.O. Box 544
Migdal Ha'Emek 23150, Israel
(972) 4-604-8100
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Camtek Ltd. 2003 Share Option Plan
Camtek Ltd. 2003 Share Option Plan—Sub-Plan for Grantees Subject to United States Taxation
Camtek Ltd. 2003 Share Option Plan—Sub-Plan for Grantees Subject to Israeli Taxation
(Full title of the Plans)

Camtek USA, Inc.
301 Route 66, Building B, Second Floor
Neptune, NJ 07753
(Name and address of agent for service)

(732) 695-1333
(Telephone number, including area code, of agent for service)

Copies of all communications, including all communications sent to the agent for service, should be sent to:

Richard H. Gilden
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
Tel: 212-715-9486
Fax: 212-715-8085

Lior Aviram, Adv.
Shiboleth, Yisraeli, Roberts, Zisman & Co.
46 Montifiore Street
Tel Aviv 65201, Israel
Tel: 917-3-710-3311

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered		Amount to be Registered(1)(2)		Maximum Proposed Offering Price per Share(3)			Maximum Proposed Aggregate Offering Price(3)			Amount of Registration Fee
Ordinary Shares, NIS 0.01 par value		998,800 shares		$	5.33		$	5,318,610		$	673.87

(1): 998,800 Ordinary Shares to be registered under the Camtek Ltd. 2003 Share Option Plan and its sub-plans.
(2): This Registration Statement shall also cover any additional Ordinary Shares which become issuable under the Registrant's 2003 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 February 24, 2004, as reported by the Nasdaq Small Cap Market.

PART II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference

The Registrant hereby incorporates by reference in this Registration Statement the following documents:

(a) The Registrant's Annual Report on Form 20-F for the fiscal year ended December 31, 2002 filed with the Commission on June 30, 2003;

(b) The Registrant's Reports of Foreign Issuer on Form 6-K filed with the Commission on February 7, 2003, March 24, 2003, May 19, 2003, August 18, 2003, July 1, 2003, July 21, 2003, August 5, 2003, November 18, 2003, December 29, 2003, January 12, 2004, February 11, 2004 and February 19, 2004; 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.

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, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters 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.

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 provide that, subject to the provisions of the Israeli Companies Law, the Registrant may:

(1)

Obtain insurance for its office holders covering liability for any act performed in their respective capacities 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 office holder 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 an officer holder 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 incurred by the office holder in his or her capacity as an office holder, in proceedings instituted against the office holder by the Registrant, on its behalf or by a third party, in connection with criminal proceedings in which the office holder was acquitted, or as a result of a conviction for a crime that does not require proof of criminal intent. An advance undertaking to indemnify an office holder must be limited to categories of events that can be reasonably foreseen, and to an amount which is reasonable under the circumstances, as determined by the board of directors.

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The Registrant may exempt, in advance, an office holder from all or part of his or her responsibility for damages occurring as a result of a breach of his or her duty of care. The Registrant may also approve an action taken by the office holder, even if performed in breach of his or her fiduciary duty, if the office holder was acting in good faith, the action does not adversely affect the Registrant and the office holder has revealed to the Registrant's board his or her personal interest in the action.

Notwithstanding the foregoing, the Registrant may not insure, indemnify or exempt an office holder for any breach of his or her fiduciary duty, or for a violation of his or her duty of care (1) if the act was committed recklessly or with intent, (2) if the act was committed with the intent to realize improper personal gain, or (3) for any fine imposed on the office holder, except as provided above.

As required under Israeli law, the Registrant's Audit Committee, board of directors and shareholders have approved the indemnification and insurance of our office holders, as well as the resolutions necessary both to exempt its office holders in advance from any liability for damages arising from a breach of their duty of care to the Registrant, and to provide them with the indemnification undertakings and insurance coverage they have received from the Registrant in accordance with the Registrant's Articles.

Item 7. Exemption from Registration Claimed

Not Applicable.

Item 8. Exhibits

Exhibit Number		Description
4.0		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		Camtek Ltd. 2003 Share Option Plan.
10.2		Camtek Ltd. 2003 Share Option Plan—Sub-Plan for Grantees Subject to United States Taxation.
10.3		Camtek Ltd. 2003 Share Option Plan—Sub-Plan for Grantees Subject to Israeli Taxation.
23.1		Consent of Shiboleth, Yisraeli, Roberts, Zisman & Co. (contained in their opinion constituting Exhibit 5.0).
23.2		Consent of Eisner LLP, an independent member of Baker Tilly International, and Goldstein Sabo Tevet CPA.
24.1		Power of Attorney (included in signature page).

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 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)

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which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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.
(4): If the registration is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by §210.3-19 of this chapter at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3 (§239.33 of this chapter), a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or §210.3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

(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.
(h): 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

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Securities and Exchange 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 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 Migdal Ha'Emek, Israel on this 25 day of February, 2004.

		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.

IN WITNESS WHEREOF, each of the undersigned have executed this power of attorney as of the date indicated.

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 Rafi Amit	Chief Executive Officer (Principal Executive Officer) and Chairman of the Board	February 25, 2004
/s/ MOSHE AMIT Moshe Amit	Executive Vice President and Chief Financial Officer (Principal Accounting Officer)	February 25, 2004
/s/ YOTAM STERN Yotam Stern	Executive Vice President, Business and Strategy and Director	February 25, 2004

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/s/ MEIR BEN-SHOSHAN Meir Ben-Shoshan	Director	February 25, 2004
/s/ HAIM HOROWITZ Haim Horowitz	Director	February 25, 2004
/s/ ERAN BENDOLY Eran Bendoly	Director	February 25, 2004
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Camtek USA, Inc. 301 Route 66, Building B, Second Floor Neptune, NJ 07753
/s/ YOTAM STERN Yotam Stern	Director	February 25, 2004

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EXHIBIT INDEX

Exhibit Number		Description
4.0		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		Camtek Ltd. 2003 Share Option Plan.
10.2		Camtek Ltd. 2003 Share Option Plan—Sub-Plan for Grantees Subject to United States Taxation.
10.3		Camtek Ltd. 2003 Share Option Plan—Sub-Plan for Grantees Subject to Israeli Taxation.
23.1		Consent of Shiboleth, Yisraeli, Roberts, Zisman & Co. (contained in their opinion constituting Exhibit 5.0).
23.2		Consent of Eisner LLP, an independent member of Baker Tilly International, and Goldstein Sabo Tevet CPA.
24.1		Power of Attorney (included in signature page).

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CALCULATION OF REGISTRATION FEE
PART II Information Required in the Registration Statement
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX

EXHIBIT 5.0

[Shiboleth, Yisraeli, Roberts, Zisman & Co. letterhead]

Tel Aviv, February 25, 2004

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 998,800 Ordinary Shares and Registrant's 2003 Share Option Plan, 2003 Share Option Plan—Sub-Plan for Grantees Subject to United States Taxation, and 2003 Share Option Plan—Sub-Plan for Grantees Subject to Israeli Taxation.

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 998,800 Ordinary Shares (the "Shares") authorized for issuance under the Company's 2003 Share Option Plan, 2003 Share Option Plan—Sub-Plan for Grantees Subject to United States Taxation, and the 2003 Share Option Plan—Sub-Plan for Grantees Subject to Israeli Taxation (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

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EXHIBIT 10.1

CAMTEK LTD.

2003 SHARE OPTION PLAN

1. Definitions

In this Plan, the following terms shall have the meanings set forth below, unless the context clearly indicates to the contrary.

1.1: " Affiliated Company "—means any present or future entity (a) which holds a controlling interest in the Company; (b) in which the Company holds a controlling interest; (c) in which a controlling interest is held by another entity, who also holds a controlling interest in the Company; or (d) which has been designated an "Affiliated Company" by resolution of the Board.
1.2: " Board "—the Board of Directors of the Company.
1.3: " Companies Law "—the State of Israel's Companies Law, 5759 - 1999, as amended from time to time, and the rules and regulations promulgated thereunder.
1.4: " Company "—Camtek Ltd.
1.5: " Date of Grant "—the date determined by the Board to be the effective date of the grant of Options to a Grantee, or, if the Board has not determined such effective date, the date of the resolution of the Board approving the grant of such Options.
1.6: " Exercise Notice "—as defined in Section 7.5 herein below.
1.7: " Exercise Period "—as defined in Section 7.4 herein below.
1.8: " Exercise Price "—the price to be paid for the exercise of each Option.
1.9: " Exercised Shares "—Shares issued upon the exercise of the Options.
1.10: " Expiration Date "—as defined in Section 7.3 herein below.
1.11: " Grantee "—any person or entity to whom Options are granted.
1.12: " Merger Transaction "—as defined in Section 7.4.2 herein below.
1.13: " Option(s) "—an option(s) granted within the framework of this Plan, which imparts the right to purchase one Share.
1.14: " Option Agreement "—with respect to any Grantee—a written option agreement or other written instrument, executed by and between the Company and the Grantee, which shall set forth the terms and conditions with respect to the Options.
1.15: " Plan "—this 2003 Company's Share Option Plan, as may be amended from time to time by the Board as set forth herein below.
1.16: " Share(s) "—Ordinary Share(s) of the Company, par value of NIS 0.01 each, to which are attached the rights specified in the Company's Articles, as may be amended from time to time.
1.17: " Start Date "—as defined in Section 7.2 herein below.
1.18: " Sub-Plan "—any supplements or sub-plans to the Plan adopted by the Board, applicable to Grantees employed in a certain country or region or subject to the laws of a certain country or region, as deemed by the Board to be necessary or desirable to comply with the laws of such region or country, or to accommodate the tax policy or custom thereof, which, if and to the extent applicable to any particular Grantee, shall constitute an integral part of the Plan.

1.19: " 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, if inconsistent with the provisions of Section 7.2 of the Plan—the provisions of the Option Agreement of such Grantee.

2. The Plan

2.1: Purpose —The purpose and intent of the Plan is to advance the interests of the Company by affording to selected employees, officers, directors and consultants of the Company or any Affiliated Company an opportunity to acquire a proprietary interest in the Company or to increase their proprietary interest therein, as applicable, by the grant in their favor of Options, thus providing such Grantee an additional incentive to become, and to remain, employed and/or engaged by the Company or Affiliated Company, as the case may be, and encouraging such Grantee's sense of proprietorship and stimulating his or her active interest in the success of the Company and the Affiliated Company by which such Grantee is employed or engaged.
2.2: Effective Date —Subject to the approval of this Plan by the Company's general meeting, this Plan shall become effective as of September 17, 2003, the date upon which it was adopted by the Board, and shall remain in effect until the earlier of (i) its termination by the Board; or (ii) such date on which all of the Options available for issuance hereunder shall have been granted and exercised; or (iii) the lapse of ten years from September 17, 2003.

3. Administration

3.1

This Plan and any Sub-Plans shall be administered by the Board. The Board may appoint a committee which, subject to any applicable limitations imposed by the Companies Law, and/or by any other applicable Law, shall have all of the powers of the Board granted herein. Subject to the above, the term "Board" shall, whenever used herein, mean the Board or such appointed committee, as applicable.

3.2

Unless specifically required otherwise under the Companies Law, the Board shall have sole and full discretion and authority, without the need to submit its determinations or actions to the shareholders of the Company for their approval or authorization, to administer the Plan and any Sub-Plans and all actions related thereto, including without limitation the performance, at any time and from time to time, of any and all of the following:

3.2.1: the designation of Grantees;
3.2.2: the determination of the terms of each grant of Options (which need not be identical), including without limitation the number of Options to be granted in favor of each Grantee and the Exercise Price thereof and the documents to be executed by the grantee;
3.2.3: the determination of the applicable tax regimes to which the Options will be subject;
3.2.4: the determination of the terms and form of the Option Agreements (which need not be identical), whether a general form or a specific form with respect to a certain Grantee;
3.2.5: the modification or amendment of the Exercise Price of Options, including without limitation the reduction thereof and either prior to or following their grant; the repricing of Options or any other action which is or may be treated as repricing under generally accepted accounting principles; the grant to the holder of an outstanding Option, in exchange for such Option, of a new Option having a purchase price equal to, lower than or higher than the Exercise Price provided in the Option so surrendered and canceled, and containing such other terms and conditions as the Board may prescribe.

3.2.6: any other action and/or determination deemed by the Board to be required or advisable for the administration of the Plan and/or any Sub-Plan or Option Agreement;
3.2.7: the determination of the fair market value of the Shares, and the mechanism of such determination;
3.2.8: the interpretation of the Plan, any Sub-Plans, and the Option Agreements; and
3.2.9: the adoption of Sub-Plans, including without limitation the determination, if the Board sees fit to so determine, that to the extent any terms of such Sub-Plan are inconsistent with the terms of this Plan, the terms of such Sub-Plan shall prevail.

3.3: The Board may, without shareholder approval, amend, modify (including by adding new terms and rules), and/or cancel or terminate this Plan, any Sub-Plans, and any Options granted under this Plan or any Sub-Plans, any of their terms, and/or any rules, guidelines or policies relating thereto. Notwithstanding the foregoing, (i) material amendments to the Plan or any Sub-Plans (but not the exercise of discretion under the Plan or any Sub-Plans) shall be subject to shareholder approval to the extent so required by applicable law, stock exchange rules or to enable Options to qualify as "incentive stock options" under the US Internal Revenue Code, provided, however, that pursuant to Nasdaq Rule IM 4350-5, the Board is specifically authorized to amend the Plan or any Sub-Plans by extending the period of duration of this Plan or such Sub-Plans; and (ii) no termination or amendment of the Plan or any Sub-Plan shall affect any then outstanding Options unless expressly provided by the Board.
3.4: Unless otherwise determined by the Board, any amendment or modification of this Plan and/or any applicable Sub-Plan and/or Option Agreement shall apply to the relationship between the Grantee and the Company; and such amendment or modification shall be deemed to have been included, ab initio , in the Plan and any such applicable Sub-Plan and/or Option Agreement, and shall have full force and effect with respect to the relationship between the Company and the Grantee.
3.5: Termination of the Plan or any Sub-Plan shall not affect the Board's ability to exercise its powers with respect to Options granted prior to the date of such termination.

4. Eligibility

The persons eligible for participation in the Plan as Grantees include employees, officers, directors, consultants of the Company or any Affiliated Company (including persons who are responsible for or contribute to the management, growth or profitability of, or who provide substantial services to, the Company and/or any Affiliated Company), and any person who has been offered employment by the Company or any Affiliated Company, provided that such prospective employee may not receive any payment or exercise any right to an Option until such person has commenced employment with the Company or any Affiliated Company and further provided that any recipient of an Option has provided services (or in the case of a prospective employee is expected to provide services) to the Company or a parent or subsidiary of the Company. The Board, in its sole discretion shall select from time to time the individuals, from among the persons eligible to participate in the Plan, who shall receive Options. In determining the persons in favor of whom Options are to be granted, the number of Options to be granted thereto and the terms of such grants, the Board may take into account the nature of the services rendered by such person, his/her present and future potential contribution to the Company and/or to the Affiliated Company by which he/she is employed or engaged, and such other factors as the Board in its discretion shall deem relevant.

5. Option Pool

The total number of Options to be granted pursuant to this Plan shall be 998,800 (nine hundred ninety-eight thousand eight hundred), and the Company has reserved 998,800 (nine hundred ninety-eight thousand eight hundred) authorized but unissued Shares for the purposes of this Plan.

The Company shall at all times until the expiration or termination of this Plan keep reserved a sufficient number of Shares to meet the requirements of this Plan. Any of such Shares which, as of the expiration or termination of this Plan, remain unissued and not subject to outstanding Options, shall at such time cease to be reserved for the purposes of this Plan.

Should any Option for any reason expire or be canceled prior to its exercise or relinquishment in full, such Option may be returned to said pool of Options and may again be granted under this Plan.

6. Grant of Options

6.1: The Options shall be granted for no consideration.
6.2: Each Option granted pursuant to this Plan shall be evidenced by an Option Agreement.
6.3: Each Grantee shall be required to execute, in addition to the Option Agreement, any and all other documents required by the Company and/or any Affiliated Company, whether before or after the grant of the Options (including without limitation any customary documents and undertakings towards a trustee, if applicable, and/or the tax authorities). Notwithstanding anything to the contrary in this Plan or in any Sub-Plan, no Option shall be deemed granted unless all documents required by the Company and/or any Affiliated Company to be signed by the Grantee prior to or upon the grant of such Option, shall have been duly signed and delivered to the Company or such Affiliated Company.

7. Terms of Options

Unless otherwise determined by the Board (which determination shall not require shareholder approval unless so required in order to comply with the provisions of the Companies Law) and provided accordingly in the applicable Option Agreement, such Option Agreement shall set forth, by appropriate language, the number of Options granted thereunder and the substance of all of the following provisions:

7.1: Exercise Price : The Exercise Price for each Grantee shall be as determined by the Board and specified in the applicable Option Agreement; provided, however, that unless otherwise determined by the Board (which determination shall not require shareholder approval unless so required in order to comply with the provisions of the Companies Law), the Exercise Price shall be the fair market value of the Shares on the Date of Grant. Unless otherwise determined by the Board (which determination shall not require shareholder approval unless required in order to comply with the provisions of the Companies Law) and provided accordingly in the applicable Option Agreement, 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 day of trading prior to the Date of Grant.

For the removal of any doubt, the Board is authorized (without the need for shareholder approval unless so required in order to comply with the provisions of the Companies Law) to determine that the Exercise Price of an Option is to be $0.00 (zero).

7.2: Vesting : Unless otherwise determined by the Board with respect to any specific Grantee or to any specific grant, (which determination shall not require shareholder approval unless so required in order to comply with the provisions of the Companies Law) and provided accordingly in the

applicable Option Agreement, the Options shall vest (become exercisable) according to the following 4-year vesting schedule:

Period of Grantee's Continuous Service from the Start Date:		Portion of Total Option that becomes Vested and Exercisable
Upon the completion of a full 24 (twenty-four) months of continuous Service		50%
Upon the lapse of each full additional month of the Grantee's continuous Service thereafter, until all the Options are vested, i.e. 100% of the grant will be vested after 4 years.		¹ / 48

For the purposes hereof, the " Start Date " shall mean the Date of Grant, unless otherwise determined by the Board (which determination shall not require shareholder approval unless so required in order to comply with the provisions of the Companies Law) and provided accordingly in the applicable Option Agreement.

For the purposes of this Section 7.2, the term " Service " means a Grantee's employment or engagement by the Company or an Affiliated Company. A Grantee's Service shall not be deemed terminated or interrupted solely as a result of a change in the capacity in which the Grantee renders Service to the Company or an Affiliated Company (i.e., as an employee, officer, director, consultant, etc.); nor shall it be deemed terminated or interrupted due solely to a change in the identity of the specific entity (out of the Company and its Affiliated Companies) to which the Grantee renders such Service, provided that there is no actual interruption or termination continuous provision by the Grantee of such Service to any of the Company and its Affiliated Companies. Furthermore, a Grantee's Service with the Company or Affiliated Company shall not be deemed terminated or interrupted as a result of any military leave, sick leave, or other bona fide leave of absence taken by the Grantee and approved by the Company or such Affiliated Company by which the Grantee is employed or engaged, as applicable; provided, however, that if any such leave exceeds ninety (90) days, then on the ninety-first (91 ^st ) day of such leave the Grantee's Service shall be deemed to have terminated unless the Grantee's right to return to Service with the Company or such Affiliated Company is secured by statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company or Affiliated Company, as the case may be, or required by law, time spent in a leave of absence shall not be treated as time spent providing Service for the purposes of calculating accrued vesting rights under the vesting schedule of the Options. Without derogating from the aforesaid, the Service of a Grantee to an Affiliated Company shall also be deemed terminated in the event that such Affiliated Company for which the Grantee performs Service ceases to fall within the definition of an "Affiliated Company" under this Plan, effective as of the date said Affiliated Company ceases to be such.

In all other cases in which any doubt may otherwise arise regarding the termination of a Grantee's Service or the effective date of such termination, the Company, in its discretion, shall determine whether the Grantee's Service has terminated and the effective date of such termination.

7.3: Expiration Date:

Unless expired earlier pursuant to either Section 7.4 or Section 9 below, unexercised Options shall expire and become null and void upon the lapse of 10 (ten) years from the Date of Grant (the " Expiration Date ").

7.4

Exercise Period

7.4.1: Each Option shall be exercisable from the date upon which it becomes vested until the Expiration Date of such Option (the " Exercise Period ").
7.4.2: Notwithstanding anything to the contrary contained in this Plan, 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 shares of the Company (such merger or sale: a " Merger Transaction "), the surviving or acquiring entity, as the case may be, or its respective parent company or subsidiary (the " Successor Entity ") may either assume the Company's rights and obligations under outstanding Options or substitute the outstanding Options, as follows:

		(a)		For purposes of this Section 7.4.2, 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 receive, for each share underlying any outstanding Option immediately prior to the consummation of the Merger Transaction, the same consideration (whether shares, cash or other securities or property) to which an existing holder of a Share on the effective date of consummation of the Merger Transaction was entitled; provided , however , that if the consideration to which such existing holder is entitled comprises consideration other than or in addition to securities of the Successor Entity, then the Board may determine, with the consent of the Successor Entity, that the consideration to be received by the Grantees for their outstanding Options will comprise 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.
		(b)		In the event that the Successor Entity neither assumes nor substitutes all of the outstanding Options of a Grantee, then such Grantee shall have a period of 15 days (or if so decided by the Board, such longer period as the Board may determine in its sole discretion) from the date designated by the Company in a written notice given to the Grantee (such date to be no earlier than the date upon which said notice is delivered to the Grantee) to exercise his or her Vested Options.
		(c)		All Options, whether vested or not, which are neither assumed or substituted by the Successor Entity, nor exercised by the end of said 15-day period, shall expire effective as of the date of the consummation of the Merger Transaction, whereupon they shall become null and void and shall no longer entitle the Grantee to any right in or towards the Company or the Successor Entity.

7.5: Exercise Notice and Payment:

Vested Options may be exercised at one time or from time to time during the Exercise Period, by giving a written notice of exercise (an " Exercise Notice ") to the Company, at its principal offices, in accordance with such procedures as shall be determined from time to time by the Board and notified in writing to the Grantees.

7.6: Conditions of Issuance

Notwithstanding any other provision of this Plan, the Company shall have no obligation to issue or deliver Shares under the Plan unless the exercise of the Option and the issuance and delivery of the underlying Shares comply with, and do not result in a breach of, all applicable laws, to the

satisfaction of the Company in its sole discretion, and have received, if deemed desirable by the Company, the approval of legal counsel for the Company with respect to such compliance. The Company may further require the Grantee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with applicable laws.

8. Transferability

8.1: The Options are not publicly traded.
8.2: Other than by will or laws of descent, neither the Options nor any of the rights in connection therewith shall be assignable, transferable, made subject to attachment, lien or encumbrance of any kind, and the Grantee shall not grant with respect thereto any power of attorney or transfer deed, whether valid immediately or in the future.
8.3: Following the exercise of the Vested Options, the Exercised Shares shall be transferable; provided, however, that Exercised Shares may be subject to applicable securities regulations, lock-up periods, market stand-off provisions, and such other conditions and restrictions as may be included in the Company's Articles, the Plan, any applicable Sub-Plan, the applicable Option Agreement, and/or any conditions and restrictions included in the Company's Securities Law Compliance Manual, all as determined by the Board in its discretion. Upon request by the Company, a Grantee shall execute any agreement or document evidencing such transfer restrictions prior to the receipt of Exercised Shares hereunder.
8.4: In the event that holders holding, in the aggregate, a controlling interest in the Company (" Selling Shareholders ") elect to sell all or substantially all of their shares in the Company either to a third party or to one shareholder of the Company, then, if so requested by the purchaser, the Grantee shall be obligated to join the sale and sell all of his/her Shares (and if so requested, also his/her unexpired Vested Options), all under the same terms under which the Selling Shareholders have agreed to sell their shares (provided that with respect to Vested Options, the Exercise Price shall be deducted from the purchase price paid for the shares in such transaction) and in accordance with the provisions of the Articles of the Company.
8.5: No transfer of a Vested Option by the Grantee by will or by the laws of descent shall be effective against the Company, unless and until: (a) the Company shall have been furnished with written notice thereof, accompanied by an authenticated copy of probate of a will together with the will or inheritance order and/or such other evidence as the Board may deem necessary to establish the validity of the transfer; and (b) the contemplated transferee shall have confirmed to the Company in writing its acceptance of the terms and conditions of the Plan and of any applicable Sub-Plan and Option Agreement with respect to the Vested Options being transferred, to the satisfaction of the Board.

9. Termination of Option s

9.1: Upon the termination of a Grantee's Service for any reason whatsoever, any Options granted in favor of such Grantee which are not Vested Options, shall immediately expire and terminate and become null and void.
9.2: Additionally, in the event of the termination of a Grantee's Service for Cause (as defined below), all of such Grantee's Vested Options shall also, upon such termination for Cause, immediately expire and terminate and become null and void.

For the purposes of this Section 9, " Cause " shall mean (a) the conviction of the Grantee for any felony involving moral turpitude or affecting the Company or any Affiliated Company; (b) the embezzlement of funds of the Company or any Affiliated Company; (c) any breach of the

Grantee's fiduciary duties or duties of care towards the Company or any Affiliated Company (including without limitation any disclosure of confidential information of the Company or any Affiliated Company or any breach of a non-competition undertaking); (d) any conduct in bad faith reasonably determined by the Board to be materially detrimental to the Company or, with respect to any Affiliated Company, reasonably determined by the Board of Directors of such Affiliated Company to be materially detrimental to either the Company or such Affiliated Company; or (e) any other event classified under any applicable agreement between the Grantee and the Company or the Affiliated Company, as applicable, as a "cause" for termination or by other language of similar substance.

9.3: Unless otherwise determined by the Board, following termination of Grantee's Service other than for Cause, the Expiration Date of such Grantee's Vested Options shall be deemed the earlier of: (a) the Expiration Date of such Vested Options as was in effect immediately prior to such termination; or (b) 3 (three) calendar months following the date of such termination or, if such termination is the result of death or disability of the Grantee, 12 (twelve) calendar months from the date of such termination.
9.4: 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 the Grantee's assets, or any material part thereof, or upon making a general assignment for the benefit of his creditors, any outstanding Options issued in favor of such Grantee (whether vested or not) shall immediately expire and terminate and become null and void, and shall entitle neither the Grantee nor the Grantee's receiver, successors, creditors or assignees to any right in or towards the Company in connection with the same, and all interests and rights of the Grantee or the Grantee's receiver, successors, creditors or assignees in and to the same, if any, shall expire.

10. Rights as Shareholder

It is hereby clarified that a Grantee shall not, by virtue of this Plan, any applicable Sub-Plan, the applicable Option Agreement or any Option granted to the Grantee, have any of the rights of a shareholder with respect to Shares underlying the Options, until the Options have been exercised and the Exercised Shares registered in the Grantee's name.

11. Liquidation

In the event that the Company is liquidated or dissolved while unexercised Options remain outstanding under the Plan, then all or part of such outstanding Options may be exercised in full by the Grantees as of immediately prior to the effective date of such liquidation or dissolution of the Company, without regard to the vesting terms thereof.

12. Adjustments

The number of Shares underlying each outstanding Option, together with those Shares otherwise reserved for the purposes of this Plan as provided in Section 5 above, shall be proportionately adjusted for any increase or decrease in the number of Shares resulting from 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, binding and conclusive.

All provisions applying to the Exercised Shares shall apply to all Shares received as a result of an adjustment as described above.

13. No Interference

Neither the Plan nor any applicable Sub-Planor Option Agreement shall affect, in any way, the rights or powers of the Company or its shareholders to make or to authorize any sale, transfer or 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 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, or shares; 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 any right of compensation for dilution resulting from any issuance of shares or of any other securities in the Company to any person or entity whatsoever.

14. No Employment/Engagement/Continuance of Service Obligations

Nothing in the Plan, in any applicable Sub-Plan or Option Agreements, or in any Option granted hereunder shall be construed as guaranteeing the Grantee's continuous employment, engagement or service with the Company or any Affiliated Company, and no obligation of the Company or any Affiliated Company as to the length of the Grantee's employment, engagement or service or as to any other term of employment, engagement or service shall be implied by the same. The Company and its Affiliated Companies reserve the right to terminate the employment, engagement or service of any Grantee pursuant to such Grantee's terms of employment, engagement or service and any law.

15. No Representation

The Company does not and shall not, through this Plan or any applicable Sub-Plan or Option Agreement, make any representation towards any Grantee with respect to the Company, its business, its value or either its shares in general or the Exercised Shares in particular.

Each Grantee, upon entering into the applicable Option Agreement, shall represent and warrant toward the Company that his consent to the grant of the Options issued in his/her favor and the exercise (if so exercised) thereof, neither is nor shall be made, in any respect, upon the basis of any representation or warranty made by the Company or by any of its directors, officers, shareholders or employees, and is and shall be made based only upon his/her examination and expectations of the Company, on an "as is" basis. Each Grantee shall waive any claim whatsoever of "non-conformity" of any kind, and any other cause of action or claim of any kind with respect to the Options and/or their underlying Shares.

16. 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, any Affiliated Company, the trustee, if applicable, or the Grantee) hereunder, shall be borne solely by the Grantee, and the Grantee shall indemnify the Company and the trustee, if applicable, and hold them harmless from and against any and all liability for any such tax or interest or penalty thereon, including without limitation liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Grantee, unless said liability is a result of default by the Company. The Company, any Affiliated Company and the trustee, if applicable, may withhold from any payment to be made to the Grantee 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. The Company or an Affiliated Company may require the Grantee, through payroll withholding, cash payment or otherwise, to make adequate provision

for any such tax withholding obligations of the Company, Affiliated Company or trustee, if applicable, arising in connection with the Options or the Exercised Shares.

17. Non-Exclusivity of the Plan

The adoption by the Board of this Plan and any Sub-Plans shall not be construed as amending, modifying or rescinding any previously approved incentive arrangements, or as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including without limitation the grant of options for shares in the Company otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases.

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CAMTEK LTD. 2003 SHARE OPTION PLAN

EXHIBIT 10.2

CAMTEK LTD. 2003 SHARE OPTION PLAN

SUB-PLAN FOR GRANTEES SUBJECT TO UNITED STATES TAXATION

This Sub-Plan (" Sub-Plan ") to the 2003 Camtek Ltd. Share Option Plan (the " Plan ") is hereby established effective September 17, 2003.

1.: Definitions

As used herein, the following terms shall have the meanings hereinafter set forth, unless the context clearly indicates to the contrary. Any capitalized term used herein which is not specifically defined in this Sub-Plan shall have the meaning set forth in the Plan.

1.1: " Code "—the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.
1.2: " Custodian "—a custodian who may be appointed by the Board for the purposes of this Plan and who shall act in accordance with terms to be determined by the Board.
1.3: "Custodian Exercised Share"— as defined in Section 4.1 herein below.
1.4: "Custodian Option" —as defined in Section 4.1 herein below.
1.5: " Incentive Stock Option "—an Option intended to be (as set forth in the Option Agreement) and qualifying as an incentive stock option within the meaning of Section 422 of the Code.
1.6: " Non-Statutory Stock Option "—an Option that is not designated in the Option Agreement) to be, or which does not qualify as, an Incentive Stock Option.
1.7: " Restricted Period "—as defined in Section 4.3 hereinbelow.

2.

General

2.1: The purpose of this Sub-Plan is to establish certain rules and limitations applicable to Options granted under the Plan to Grantees, the grant of Options to whom (or the exercise of Options by whom) is subject to taxation in the United States (" US Grantees "), in order, inter alia , that all or part of such Options granted to US Grantees may be Incentive Stock Options.
2.2: The Plan and this Sub-Plan are complementary to each other and shall, with respect to Options granted to US Grantees, be read and deemed as one. In the event of any contradiction, whether explicit or implied, between the provisions of this Sub-Plan and the Plan, the provisions of this Sub-Plan shall prevail with respect to Options granted to US Grantees.
2.3: Options may be granted pursuant to this Sub-Plan to any US Grantee. The provisions specified in this Sub-Plan shall apply solely to Options granted to US Grantees and shall form an integral part of the Plan with respect to such Options. Options may be granted under this Sub-Plan either as Incentive Stock Options or as Non-Statutory Stock Options, subject to any applicable restrictions or limitations as provided in applicable law. Pursuant to section 422(a)(2) of the Code, Incentive Stock Options only may be granted to US Grantees who are employees of the Company or of a parent or subsidiary of the Company.
2.4: No US Grantee may receive more than 50,000 Options in any one calendar year.

3.

Administration

Without derogating from the powers and authorities of the Board detailed in the Plan, unless specifically required under applicable law, the Board shall also have the sole and full discretion and authority, without the need to submit its determinations or actions for approval by the shareholders of the Company, to administer this Sub-Plan and all actions related thereto,

including, in addition to any powers and authorities specified in the Plan, the performance, from time to time and at any time, of either or both of the following:

(a): deciding whether to issue Options as Inventive Stock Options or as Non-Statutory Stock Options; and
(b): adopting standard forms of Option Agreements (the " US Option Agreement ") to be applied with respect to US Grantees, incorporating and reflecting, inter alia, relevant provisions regarding the grant of Options in accordance with this Sub-Plan, and amending or modifying the terms of such standard forms from time to time.

To the extent that the Board determines that an Option should qualify as "performance-based compensation" within the meaning of section 162(m) of the Code, such Option shall be approved by a committee comprised solely of two or more "outside directors."

Notwithstanding anything to the contrary contained in the Plan and/or herein, it is hereby clarified that a resolution of the Board with any of the following effects shall require shareholder approval: ( i ) increasing the maximum number of Shares that may be issued as Incentive Stock Options under this Sub-Plan; ( ii ) extending the period during which an Incentive Stock Option may be granted; ( iii ) extending the term of this Sub-Plan; or ( iv ) changing the class of employees who are eligible to participate in this Sub-Plan; or ( v ) any other material amendment to this Sub-Plan.

4.

Custodian and Restricted Period.

4.1: Grant in the name of Custodian :

Notwithstanding anything to the contrary in the Plan, the Board may, from time to time, with respect to all US Grantees or with respect to any particular US Grantee, determine that Options granted hereunder shall be granted to a Custodian (" Custodian Options "), that Exercised Shares issued pursuant to the exercise of the Custodian Options (" Custodian Exercised Shares ") shall also be issued to the Custodian, and that both shall be registered in the name of the Custodian, who shall hold such Options and Exercised Shares in trust until such time when they are released as provided in Section 4.3 hereunder, and shall be subject to the provisions below.

4.2: Method of Exercise:

Notwithstanding anything to the contrary in the Plan, a copy of each Exercise Notice with respect to Custodian Options shall also be sent to the Custodian at its principal offices.

4.3: Restricted Period and Transferability:

Custodian Options and Custodian Exercised Shares, and all rights attached thereto (including bonus shares), shall be held by the Custodian for such period of time as determined by the Board (the " Restricted Period "). The Grantee shall not be entitled to receive the Custodian Options, the Custodian Exercised Shares or any right attached thereto (including bonus shares), or to request the transfer or sale thereof to any third party, before the lapse of the Restricted Period. Subject to the above, and to all other applicable restrictions provided in the Plan, this Sub-Plan, the applicable US Option Agreement and applicable law, the Custodian may, pursuant to the written request of the US Grantee, release and transfer the Custodian Exercised Shares to such US Grantee, or to any third party to whom such US Grantee wishes to sell them, as indicated in such US Grantee's written notice; provided, however, that the Custodian shall not release, transfer, or perform any other transaction or action with respect to the Custodian Exercised Shares unless and until both of the following conditions have been fulfilled:

(i): payment has been remitted to the tax authorities of all taxes required to be paid upon the release and transfer of the Custodian Exercised Shares, and confirmation of such payment

has been received by the Custodian, if applicable (unless the transfer is by will or laws of descent); and

(ii): the Custodian has received written confirmation issued by the Company to the effect that all requirements for said release and transfer have been fulfilled in accordance with the provisions of the Articles of the Company, the Plan, this Sub-Plan, and the applicable US Option Agreement.

For the removal of doubt, it is clarified that the Custodian may release only Custodian Exercised Shares (and not Custodian Options).

4.4: Rights as Shareholder:

As long as Custodian Exercised Shares are registered in the name of the Custodian, the Company shall deem the Custodian to be the sole owner of such shares for all purposes whatsoever (including without limitation for the purpose of delivering notices); and the US Grantee shall have no rights by virtue of the Custodian Exercised Shares until such Custodian Exercised Shares have been transferred to the US Grantee by registering them in the US Grantee's name. Notwithstanding, the Custodian shall not exercise the voting rights conferred by such Custodian Exercised Shares in any way whatsoever, and shall not issue a proxy to any person or entity to vote such shares.

4.5: Bonus Shares:

All bonus shares issued by the Company, if any, by virtue of the Custodian Exercised Shares, while the latter are held by the Custodian, shall be registered in the name of the Custodian, and all provisions applying to such Custodian Exercised Shares shall apply to the bonus shares issued by virtue thereof, mutatis mutandis . Said bonus shares shall be subject to the Restricted Period of the Custodian Exercised Shares by virtue of which they were issued.

5.

Incentive Stock Options

5.1: The maximum number of Incentive Stock Options that may be granted under this Sub-Plan is 150,000.
5.2: The date of grant of an Incentive Stock Option shall be as determined by the Board in its decision to grant same to a US Grantee pursuant to the Plan and this Sub-Plan.
5.3: Notwithstanding anything to the contrary, Incentive Stock Options shall not be granted to any owner of 10% or more of the total combined voting power of the Company and/or any parent or subsidiary of the Company
5.4: Subject to Section 5.3, above, the Exercise Price of an Incentive Stock Option shall be 100% of the fair market value of its underlying Share on the date of grant of such Incentive Stock Option. Unless otherwise determined by the Board, which determination shall not require shareholder approval unless specifically required in order to comply with applicable laws, and so provided in the applicable US Option Agreement, for as long as the Company's shares are traded on Nasdaq, said fair market value shall be the closing value of the Shares listed on Nasdaq at the closing of the last day of trading prior to the date of the grant of such Option.
5.5: The aggregate value of Shares vesting in any calendar year to the benefit of any one US Grantee pursuant to Incentive Stock Options 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, determined pursuant to Section 5.4 above.

6.

Tax Consequences

Any and all tax consequences arising from the grant or exercise of Options, the payment for or the transfer of Exercised Shares, or from any other event or act hereunder (of the Company, an

Affiliated Company, the Custodian or the US Grantee), including any non-compliance of the US Grantee with the provisions hereof, shall be borne solely by the US Grantee. Without derogating from the provisions of the Plan, this Sub-Plan and the applicable US Option Agreement, the Company, any Affiliated Company and the Custodian, if applicable, or any one thereof, shall withhold taxes according to the requirements of applicable laws, rules and regulations, including the withholding of taxes at source. Furthermore, each US Option Agreement shall provide that the US Grantee agrees, by executing such the US Option Agreement, to indemnify the Company, the applicable Affiliated Company and the Custodian, if applicable, or any one thereof, and to hold them harmless from any and all liability for any such tax or interest or penalty thereupon, including without limitation liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the US Grantee.

Additionally, any reference in the Plan, in this Sub-Plan or in the applicable US Option Agreement to the payment of applicable taxes and withholding requirements with respect thereto shall apply to any Options issued hereunder, and shall be deemed to include any applicable federal, state or other United States taxes.

Without derogating from the aforesaid, the US Grantee shall provide the Company and any applicable Affiliated Company with any executed documents, certificates and/or forms that may be required from time to time by the Company or such Affiliated Company in order to determine and/or establish the tax liability of such US Grantee.

Without derogating from the foregoing, it is hereby clarified that the US Grantee shall bear and be liable for all tax and other consequences in the event that his/her Incentive Stock Option and/or Exercised Shares are not deemed and/or treated as Incentive Stock Options.

7.: Changes in Capital Structure

Without derogating from the provisions of the Plan, if, from time to time, the Company shall effect any stock dividend, stock split or any other change to its capitalization, or a merger or consolidation, all as described in the Plan, then in such event any and all new, substituted or additional securities or other property to which the US Grantee shall be entitled by virtue of his/her Options shall be subject upon its issuance to this Sub-Plan and to any trust established with respect to such Option, with the same force and effect as applicable to the Options subject to this Sub-Plan and to any such trust immediately prior to such event.

8.: Amendment or Termination of this Sub-Plan

Amendment or termination of this Sub-Plan or of any Option granted pursuant hereto shall be subject to the provisions of Section 3 of the Plan. Notwithstanding the aforesaid, no consent by any holder of an Option shall be required to effect any amendment or termination of the Plan and/or this Sub-Plan where such amendment or termination is necessary, in the sole judgment of the Company and/or the applicable Affiliated Company, to comply with any applicable law, regulation or rule.

EXHIBIT 10.3

Camtek Ltd. 2003 Share Option Plan

SUB-PLAN FOR GRANTEES SUBJECT TO ISRAELI TAXATION

This Sub-Plan (" Sub-Plan ") to the 2003 Camtek Ltd. Share Option Plan (the " Plan ") is hereby established effective, 2003.

1.: Definitions

1.1

" Company "—Camtek Ltd.

1.2

" Election "—the election by the Company, with respect to grant of 102 Trustee Options, of either one of the following tax tracks—"Capital Gains Tax Track" or "Ordinary Income Tax Track", as provided in Section 102.

1.3

" 102 Non-Trustee Option "—an Option granted not through a Trustee in accordance with pursuant to Section 102.

1.4

" 3(i) Option "—an Option granted pursuant to Section 3(i) of the Ordinance.

1.5

" Ordinance "—the Israeli Income Tax Ordinance [New Version], 1961, and the rules and regulations promulgated thereunder, as are in effect from time to time, and any similar successor rules and regulations.

1.6

" Restricted Period "—as defined in Section 4.4 hereinbelow.

1.7

" Section 102 "—Section 102 of the Ordinance and the rules and regulations promulgated thereunder, as are in effect from time to time, and any similar successor rules and regulations.

1.8

" Trustee "—the trustee designated or replaced by the Company for the purposes of the Plan and approved by the applicable tax authorities.

1.9

" 102 Trustee Option "—an Option granted through a Trustee in accordance with and pursuant to Section 102.

2.

General

2.1

The purpose of this Sub-Plan is to establish certain rules and limitations applicable to Options granted to Grantees, the grant of Options to whom (or the exercise thereof by whom) is subject to taxation by the Israeli Income Tax (" Israeli Grantees "), in order that such Options may comply with the requirements of Israeli law, including, if applicable, Section 102.

2.2

The Plan and this Sub-Plan are complementary to each other and shall be read and deemed as one. In the event of any contradiction, whether explicit or implied, between the provisions of this Sub-Plan and the Plan, the provisions of this Sub-Plan shall prevail with respect to Options granted to Israeli Grantees.

2.3

Options may be granted under this Sub-Plan in one of the following tax tracks, at the Company's discretion and subject to applicable restrictions or limitations as provided in applicable law:

(i): 102 Trustee Options—in such tax track as determined in accordance with the Election; or
(ii): 102 Non-Trustee Options; or
(iii): 3(i) Options.

3.: Administration

Without derogating from the powers and authorities of the Board detailed in the Plan, the Board shall have the sole and full discretion and authority, to administer this Sub-Plan and to take all actions related hereto and to such administration, including without limitation the performance, from time to time and at any time, of any and all of the following:

(a): the determination of the specific tax track (as described in Section 2.3 above) in which the Options are to be issued.
(b): the Election;
(c): the adoption of forms of Option Agreements to be applied with respect to Israeli Grantees (the " Israeli Option Agreement "), incorporating and reflecting, inter alia , relevant provisions regarding the grant of Options in accordance with this Sub-Plan, and the amendment or modification from time to time of the terms of such Israeli Option Agreements.

4.

102 Trustee Options

4.1

Grant in the Name of Trustee :

Notwithstanding anything to the contrary in the Plan, 102 Trustee Options granted hereunder shall be granted to, and the Exercised Shares issued pursuant thereto issued to, the Trustee, and both shall be registered in the name of the Trustee, who shall hold them in trust until such time as they are released by the transfer or sale thereof by the Trustee.

4.2

Exercise of Vested 102 Trustee Options :

The mechanism of exercising Vested 102 Trustee (including the identity of the exerciser) shall, as provided for in the Plan, be in accordance with such procedures as shall be determined from time to time by the Board and notified in writing to the Grantees.

4.3

Restrictions on Transfer :

(a): 102 Trustee Options and Exercised Shares issued pursuant to the exercise thereof, and all rights attached thereto (including bonus shares), shall be held by the Trustee for such period of time as required by the provisions of Section 102 applicable to options granted through a Trustee in the applicable tax track, as per the Election (the " Restricted Period ").
(b): The Grantee shall provide the Company and the Trustee with a written undertaking and confirmation under which the Grantee confirms that he/she is aware of the provisions of Section 102 and the Elected tax track and agrees to the provisions of the Trust Note between the Company and the Trustee, and undertakes not to release, by sale or transfer, the 102 Trustee Options, Exercised Shares issued pursuant to the exercise thereto, and all rights attached thereto (including bonus shares) prior to the lapse of the Restricted Period. The Grantee shall not be entitled to receive the 102 Trustee Options, Exercised Shares issued pursuant to the exercise thereof, or any right attached thereto (including bonus shares), or to request the transfer or sale of any of the same to any third party, before the lapse of the Restricted Period.
(c): Without derogating and subject to the above, and to all other applicable restrictions in the Plan, this Sub-Plan, the Option Agreement and applicable law, the Trustee shall not release, by sale or transfer, the Exercised Shares issued pursuant to the exercise of the 102 Trustee Options, and all rights attached thereto (including bonus shares) to the Grantee, or to any third party to whom the Grantee wishes to sell the Exercised Shares (unless the contemplated transfer is by will or laws of descent) unless and until the Trustee has either (a) withheld payment of all taxes required to be paid upon the sale or transfer thereof, if any, or (b) received confirmation either that such payment, if any, was remitted to the tax authorities or of another arrangement regarding such payment, which is satisfactory to the Company and

the Trustee. For the removal of doubt, it is clarified that the Trustee may release by sale or transfer only Exercised Shares (and not Options).

4.5: Rights as Shareholder :
: Without derogating from the provisions of the Plan, it is hereby further clarified that with respect to Exercised Shares issued pursuant to the exercise of 102 Trustee Options, as long as such Exercised Shares are registered in the name of the Trustee, the Trustee shall be the sole owner of such shares for all purposes whatsoever (including without limitation for the purpose of delivering notices); the Grantee shall not have any rights by virtue of the Exercised Shares until such Exercised Shares shall have been registered in the Grantee's name. Notwithstanding, the Trustee 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. Notwithstanding, the Company shall be entitled at its sole discretion, and not required, to distribute dividends directly to the Grantees, subject to tax withholding at source.
4.6: Bonus Shares :
: All bonus shares to be issued by the Company, if any, with regard to Exercised Shares issued pursuant to the exercise of 102 Trustee Options while held by the Trustee, shall be registered in the name of the Trustee; and all provisions applying to such Exercised Shares shall apply to the bonus shares issued by virtue thereof, mutatis mutandis . Said bonus shares shall be subject to the Restricted Period of the Exercised Shares by virtue of which they were issued.
5.: 102 Non-Trustee Options
5.1: 102 Non-Trustee Options granted hereunder shall be granted to, and the Exercised Shares issued pursuant thereto issued to, the Grantee.
5.2: Without derogating and subject to the above, and to all other applicable restrictions in the Plan, this Sub-Plan, the Option Agreement and applicable law, the Exercised Shares issued pursuant to the exercise of the 102 Non-Trustee Options, and all rights attached thereto (including bonus shares) shall not be transferred unless and until the Company has either (a) withheld payment of all taxes required to be paid upon the sale or transfer thereof, if any, or (b) received confirmation either that such payment, if any, was remitted to the tax authorities or of another arrangement regarding such payment, which is satisfactory to the Company.
5.3: A Grantee to whom 102 Non-Trustee Options are granted must provide, upon termination of his/her employment, a surety or guarantee to the satisfaction of the Company, to secure payment of all taxes which may become due upon the future transfer of his/her Exercised Shares to be issued upon the exercise of his/her outstanding 102 Non-Trustee Options.
6.: 3(i) Options
6.1: 3(i) Options granted hereunder shall be granted to, and the Exercised Shares issued pursuant thereto issued to, the Grantee.
6.2: Without derogating and subject to the above, and to all other applicable restrictions in the Plan, this Sub-Plan, the Option Agreement and applicable law, the Exercised Shares issued pursuant to the exercise of the 3(i) Options, and all rights attached thereto (including bonus shares) shall not be transferred unless and until the Company has either (a) withheld payment of all taxes required to be paid upon the sale or transfer thereof, if any, or (b) received confirmation either that such payment, if any, was remitted to the tax authorities or of another arrangement regarding such payment, which is satisfactory to the Company.
6.3: The Company may require, as a condition to the grant of the 3(i) Options, that a Grantee to whom 3(i) Options are to be granted, provide a surety or guarantee to the satisfaction of the

Company, to secure payment of all taxes which may become due upon the future transfer of his/her Exercised Shares to be issued upon the exercise of his/her outstanding 3(i) Options.

7.: Tax Consequences

Any and all tax consequences arising from the grant or exercise of Options, the payment for or the transfer of Exercised Shares, or from any other event or act hereunder (whether of the Company, an Affiliated Company, the Trustee or the Israeli Grantee), including without limitation any non-compliance of the Israeli Grantee with the provisions hereof, shall be borne solely by the Israeli Grantee. The Company, any applicable Affiliated Company, and the Trustee, shall each withhold taxes according to the requirements of applicable laws, rules and regulations, including the withholding of taxes at source. Furthermore, each Israeli Grantee shall indemnify the Company, the applicable Affiliated Company and the Trustee, or any one thereof, and to hold them harmless from any and all liability for any such tax or interest or penalty thereupon, including without limitation liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Israeli Grantee.

Without derogating from the aforesaid, each Israeli Grantee shall provide the Company and/or any applicable Affiliated Company with any executed documents, certificates and/or forms that may be required from time to time by the Company or such Affiliated Company in order to determine and/or establish the tax liability of such Grantee.

Without derogating from the foregoing, it is hereby clarified that the Grantee shall bear and be liable for all tax and other consequences in the event that his/her 102 Trustee Options and/or Exercised Shares are not held for the entire Restricted Period, all as provided in Section 102.

8.: Currency Exchange Rates

Except as otherwise determined by the Board, all monetary values with respect to Options granted pursuant to this Sub-Plan, including without limitation the fair market value and the Exercise Price of each Option, shall be stated in United States Dollars. In the event that the Exercise Price is in fact to be paid in New Israeli Shekels, the conversion rate shall be the last known representative rate of the US Dollar to the New Israeli Shekels on the date of payment.

9.: Subordination to the Ordinance
9.1: It is clarified that the grant of the 102 Trustee Options hereunder is subject to the approval by the Tax Authorities of the Plan, this Sub-Plan and the Trustee, in accordance with Section 102.
9.2: Any provisions of the Section 102 or section 3(i) of the Ordinance and/or any of the rules or regulations promulgated thereunder, which is not expressly specified in the Plan or in the applicable Israeli Option Agreement, shall be deemed incorporated into this Sub-Plan and binding upon the Company and the Israeli Grantee.

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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 March 11, 2003 with respect to the consolidated financial statements of Camtek Ltd. included in its annual report on Form 20-F for the year ended December 31, 2002 filed with the Securities and Exchange Commission.

/s/ Eisner LLP

Eisner LLP
New York, NY
February 25, 2004

/s/ Goldstein Sabo Tevet

Goldstein Sabo Tevet
Certified Public Accountants (Isr.)
Tel Aviv, Israel

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INDEPENDENT AUDITORS' CONSENT