UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
 
FORM 8-K
____________________
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported):  June 24, 2015
____________________
 
FINJAN HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 ____________________
 
Delaware
000-33304
20-4075963
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
2000 University Avenue, Suite 600, East Palo Alto, CA
94303
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: 650-282-3228
 
(Former name or former address, if changed since last report)
____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 1.01.  Entry into a Material Definitive Agreement
 
On June 24, 2015, upon the recommendation and approval of the compensation committee (the “Compensation Committee”) of the board of directors (the "Board") of Finjan Holdings, Inc. (the “Company”), the Board adopted and approved the Israeli Appendix (the “Israeli Sub-plan”) to the Company’s 2014 Incentive Compensation Plan (the “2014 Plan”) and a form of Israeli Option Award Agreement (“Israeli Option Award”) for awards made under the Israeli Sub-plan.  The Israeli Sub-plan and form of Israeli Option Award are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively.  The following summary of the material terms of the Israeli Sub-plan are qualified in their entirety by reference to the full text thereof.
 
The Israeli Sub-plan is intended to enable the Company to grant options, and issue shares of common stock (from the shares previously reserved for issuance under the 2014 Plan), under Israeli tax laws.  Any person who is employed by the Company or any of its affiliates, as well as any director, consultant, adviser, service provider or controlling stockholder (within the meaning of Israeli Income Tax Ordinance [New Version] 1961, as amended, or the “Ordinance”) of the company or its affiliates that is a resident of the State of Israel, or deemed to be a resident of the State of Israel for payment of taxes, is eligible to receive awards under the Israeli Sub-plan.  Options granted pursuant to Section 102 of the Ordinance (“102 Options”) may only be granted to employees, officers and directors of the Company or its affiliates who are otherwise eligible to receive awards under the 2014 Plan and are considered Israeli residents for Israeli income tax purposes.   Moreover, 102 Options may only be granted under the Israeli Sub-plan after the Company has made appropriate filings with the Israeli taxing authority.  Non-employees and controlling stockholders that are otherwise eligible to receive awards under the 2014 Plan and the Israeli Sub-plan may only be awarded options granted pursuant to Section 3(i) of the Ordinance.
 
Our board of directors may appoint (and may, from time to time, replace) a trustee for the purposes of the Israeli Sub-plan, in accordance with the requirements of applicable Israeli law. The Israeli sub-plan contains provisions relating to the appointment of such trustee in connection with options granted pursuant to Section 102 or Section 3(i) of the Ordinance.
 
Solely for the purpose of determining tax liability pursuant to Section 102(b)(3) of the Ordinance, if at the date of grant of an option under the Israeli Sub-plan, the Company’s shares are listed on any established stock exchange or a national market system or if the Company’s shares will be registered for trading within ninety (90) days following the date of grant of the certain options specified in the Israeli Sub-plan, the fair market value of the Common Stock at the date of grant will be determined in accordance with the average value of the Company’s common stocks during the thirty trading days preceding the date of grant or the thirty trading days following the date of registration for trading, as the case may be.
 
Item 5.07.  Submission of Matters to a Vote of Security Holders
 
Finjan Holdings, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders on June 24, 2015.  At the Annual Meeting, two proposals were submitted to, and approved by, the Company’s stockholders.  The proposals are described in more detail in the Company’s Definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 27, 2015, as supplemented by the additional proxy materials filed on June 10, 2015.  The final voting results were as follows:

Proposal 1

The Company’s stockholders elected the following Class 3 directors to serve three-year terms ending at the 2018 annual meeting of stockholders and until their respective successors are elected and qualified or until their earlier death, removal or resignation.  The voting results are set forth below.
 
 
 
 
 
 
For
Withheld
Broker Non-Votes
Michael Eisenberg
15,945,166
59,588
1,493,206
Harry Kellogg
15,943,219
61,535
1,493,206
 
Proposal 2

The Company’s stockholders ratified the appointment of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015. The voting results are set forth below.

For
Against
Abstain
Broker Non-Votes
17,442,691
34,936
20,333
0
 
Item 9.01.  Financial Statements and Exhibits

(d)
Exhibits.
 
Exhibit No.
 
Description
10.1
 
Finjan Holdings, Inc. Israeli Appendix to the 2014 Incentive Compensation Plan
10.2 
  Israeli Option Award Agreement
 
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
FINJAN HOLDINGS, INC.
     
Date:  June 26, 2015
By:
/s/ Philip Hartstein                                            
   
Philip Hartstein
   
President & Chief Executive Officer
 
 
 
FINJAN HOLDINGS, INC.
 
ISRAELI APPENDIX TO THE 2014 INCENTIVE COMPENSATION PLAN
1.           GENERAL
 
1.1
This appendix (the “Appendix”) shall apply only to Grantees who are residents of the State of Israel or those who are deemed to be residents of the State of Israel for the payment of tax (the “Israeli Optionees”). The provisions specified hereunder shall form an integral part of the Finjan Holdings, Inc. (the “Company”) 2014 Incentive Compensation Plan (the “Plan”), which applies to the issuance of Awards as defined in the Plan.
 
1.2
This Appendix is effective with respect to Awards granted as of January 23, 2014, and shall comply with Amendment no. 132 of the Israeli Tax Ordinance (New Version), 1961 (the “Ordinance”).
 
1.3
This Appendix is to be read as a part of the Plan and only refers to Awards granted to Israeli Optionees so that they comply with the requirements set by the Israeli law in general, and in particular with the provisions of Section 102 of the Ordinance, and any regulations, rules, orders or procedures promulgated thereunder, as may be amended or replaced from time to time. For the avoidance of doubt, this Appendix does not add to nor modify the Plan in respect of Optionees who are not Israeli Optionees.
 
1.4
The Plan and this Appendix are complementary to each other and shall be deemed one. In any case of contradiction, whether explicit or implied, between the provisions of this Appendix and the Plan, the provisions set out in the Plan shall prevail with respect to Options granted to Israeli Optionees.
 
1.5
Any capitalized terms not specifically defined in this Appendix shall be construed according to the interpretation given to them in the Plan.
 
2.
DEFINITIONS
 
2.1
“Affiliate” means any “employing company” within the meaning of Section 102(a) of the Ordinance.
 
2.2
“Approved 102 Option” means an Option granted pursuant to Section 102(b) of the Ordinance and held in trust by a Trustee for the benefit of the participant.
 
2.3
“Award” shall have the meaning ascribed to it in the Plan, and shall also include102 Options and 3(i) Options.
 
2.4
“Award Agreement” means the share Award Agreement between the Company and a participant that sets out the terms and conditions of an Option.
 
2.5
“Capital Gain Option (CGO)” means an Approved 102 Option elected and designated by the Company to qualify under the capital gain tax treatment in accordance with the provisions of Section 102(b)(2) of the Ordinance.
 
 
 
 
 
2.6
“Controlling Shareholder” shall have the meaning ascribed to it in Section 32(9) of the Ordinance.
 
2.7
“Employee” means a person who is employed by the Company or its Affiliates, including an individual who is serving as a director or an office holder, but excluding any Controlling Shareholder.
 
2.8
“ITA” means the Israeli Tax Authorities.
 
2.9
“Non-Employee” means a consultant, adviser, service provider, Controlling Shareholder or any other person who is not an Employee.
 
2.10
“Ordinance” means the Israeli Income Tax Ordinance [New Version] 1961, as amended.
 
2.11
“Ordinary Income Option (OIO)” means an Approved 102 Option elected and designated by the Company to qualify under the ordinary income tax treatment in accordance with the provisions of Section 102(b)(1) of the Ordinance.
 
2.12
“Option” shall have meaning given to such term in the Plan.
 
2.13
“102 Option” means any Option granted to Employees pursuant to Section 102 of the Ordinance.
 
2.14
“3(i) Option” means an Option granted pursuant to Section 3(i) of the Ordinance to any person who is a Non- Employee.
 
2.15
“Section 102” means section 102 of the Ordinance and any regulations, rules, orders or procedures promulgated thereunder as now in effect or as hereafter amended.
 
2.16
“Shares” means shares of Common Stock of the Company.
 
2.17
“Trustee” means any individual or entity appointed by the Company to serve as a trustee and approved by the ITA, all in accordance with the provisions of Section 102(a) of the Ordinance.
 
2.18
“Unapproved 102 Option” means an Option granted pursuant to Section 102(c) of the Ordinance and not held in trust by a Trustee.
 
3.
ISSUANCE OF OPTIONS; ELIGIBILITY
 
3.1
The persons eligible for participation in the Plan as participants shall include any Employees and/or Non-Employees of the Company or of any Affiliate; provided, however, that (i) Employees may only be granted 102 Options; and (ii) Non-Employees and/or Controlling Shareholders may only be granted 3(i) Options
 
3.2
The Company may designate Options granted to Employees pursuant to Section 102 as Unapproved 102 Options or Approved 102 Options.
 
3.3
The grant of Approved 102 Options shall be made under this Appendix adopted by the Board, and shall be conditioned upon the approval of this Appendix by the ITA.
 
 
 
 
 
3.4
Approved 102 Options may either be classified as Capital Gain Options (“CGOs”) or Ordinary Income Options (“OIOs”).
 
3.5
No Approved 102 Options may be granted under this Appendix to any Employee, unless and until, the Company’s election of the type of Approved 102 Options as CGO or OIO granted to Employees (the “Election”), is appropriately filed with the ITA. Such Election shall become effective beginning the first date of grant of an Approved 102 Option under this Appendix and shall remain in effect until the end of the year following the year during which the Company first granted Approved 102 Options. The Election shall obligate the Company to grant only the type of Approved 102 Option it has elected, and shall apply to all Israeli Optionees who were granted Approved 102 Options during the period indicated herein, all in accordance with the provisions of Section 102(g) of the Ordinance. For the avoidance of doubt, such Election shall not prevent the Company from granting Unapproved 102 Options simultaneously.
 
3.6
All Approved 102 Options must be held in trust by a Trustee, as described in Section 4 below.
 
3.7
For the avoidance of doubt, the designation of Unapproved 102 Options and Approved 102 Options shall be subject to the terms and conditions set forth in Section 102 of the Ordinance.
 
3.8
The terms and conditions upon which Options shall be issued and exercised shall be as specified in the Award Agreement to be executed pursuant to the Plan and to this Appendix. Each Award Agreement shall state, inter alia, the number of Shares to which the Option relates, the type of Option granted thereunder (whether a CGO, OIO, Unapproved 102 Option or a 3(i) Option), the vesting provisions and the exercise price.
 
4.
TRUSTEE
 
4.1
Approved 102 Options which shall be granted under the Plan and/or any Shares issued upon exercise of such Approved 102 Options and/or other shares received subsequently following any realization of rights, including without limitation bonus shares, shall be allocated or issued to a trustee nominated by the Committee, and approved in accordance with the provisions of Section 102 and held for the benefit of the Optionee. Approved 102 Options and any Shares received subsequently following exercise of 102 Options, shall be held by the Trustee for such period of time as required by Section 102 or any regulations, rules, orders or procedures promulgated thereunder (the “Holding Period”). If the requirements for Approved 102 Options are not met, then the Approved 102 Options may be regarded as Unapproved 102 Options, all in accordance with the provisions of Section 102.
 
4.2
Notwithstanding anything to the contrary, the Trustee shall not release any Approved 102 Options which were not already exercised by the Optionee or release any Shares issued upon exercise of Approved 102 Options prior to the full payment of the Optionee’s tax liabilities arising from 102 Options which were granted to the Optionee and/or any Shares issued upon exercise of such Approved 102 Options.
 
 
 
 
 
4.3
With respect to any Approved 102 Option, subject to the provisions of Section 102 and any rules or regulation or orders or procedures promulgated thereunder, an Israeli Optionee shall not be entitled to sell or release from trust any Share received upon the exercise of an Approved 102 Option and/or any share received subsequently following any realization of rights, including without limitation, bonus shares, until the lapse of the Holding Period required under Section 102 of the Ordinance.
 
4.4
The Israeli Optionee shall undertake to release the Trustee from any liability in respect of any action or decision duly taken and bona fide executed in relation with the Plan and this Appendix, or any Option or Shares granted to the Optionee thereunder.
 
5.
FAIR MARKET VALUE FOR TAX PURPOSES
 
Notwithstanding Section 6.3 of the Plan  and solely for the purpose of determining the tax liability pursuant to Section 102(b)(3) of the Ordinance, if at the date of grant the Company’s shares are listed on any established stock exchange or a national market system or if the Company’s shares will be registered for trading within ninety (90) days following the date of grant of the CGOs, the Fair Market Value of the Common Stock at the date of grant shall be determined in accordance with the average value of the Company’s Common Stocks on the thirty (30) trading days preceding the date of grant or on the thirty (30) trading days following the date of registration for trading, as the case may be.
 
6.
EXERCISE OF OPTIONS
 
Options shall be exercised by the Optionee’s giving a written notice and remitting payment of the Option Price to the Company or to any third party designated by the Company (the “Representative”), in such form and method as may be determined by the Company and the Trustee and when applicable, in accordance with the requirements of Section 102, which exercise shall be effective upon receipt of such notice by the Company or the Representative and the payment of the Option Price at the Company’s or the Representative’s principal office. The notice shall specify the number of Shares with respect to which the Option is being exercised.
 
With respect to Unapproved 102 Option, if the Optionee ceases to be employed by the Company or any Affiliate, the Optionee shall extend to the Company and/or its Affiliate a security or guarantee for the payment of tax due at the time of sale of Shares, all in accordance with the provisions of Section 102 and the rules, regulation or orders promulgated thereunder.
 
7.
RESTRICTIONS ON ASSIGNABILITY AND SALE OF OPTIONS
 
7.1
No Option or any right with respect thereto shall be assignable, transferable, or given as collateral to any third party whatsoever by operation of law or otherwise, except by will or by the laws of descent and distribution. During the lifetime of the Optionee, all of such Optionee’s rights to purchase Shares upon the exercise of his or her Options shall be exercisable only by the Optionee.
 
 
 
 
 
7.2
As long as Options or Shares purchased pursuant thereto are held by the Trustee for the benefit of the Optionee, no rights of the Optionee with respect to the Options and or Shares be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution.
 
8.
INTEGRATION OF SECTION 102 AND TAX COMMISSIONER’S PERMIT
 
8.1
With regards to Approved 102 Options, the provisions of the Plan and/or this Appendix and/or the Award Agreement shall be subject to the provisions of Section 102 and the Tax Assessing Officer’s permit and/or any applicable law, and the said provisions and permit shall be deemed an integral part of the Plan and of the Appendix and of the Award Agreement.
 
8.2
Any provision of Section 102 and/or the said permit and/or any applicable law, which is necessary in order to receive and/or to keep any tax benefit pursuant thereto, which is not expressly specified in the Plan or in this Appendix or in the Award Agreement, shall be considered binding upon the Company and the Optionees.
 
9.
DIVIDEND
 
With respect to all Shares (but excluding, for avoidance of any doubt, any unexercised Options) allocated or issued upon the exercise of Options purchased by the Optionee and held by the Optionee or by the Trustee, as the case may be, the Optionee shall be entitled to receive dividends in accordance with the quantity of such Shares, subject to the provisions of the Company’s incorporation documents (and all amendments thereto) and subject to any applicable taxation on distribution of dividends, and when applicable subject to the provisions of Section 102
 
10.
TAX CONSEQUENCES
 
10.1
To the extent permitted by applicable law, any tax consequences arising from the grant or exercise of any Option, from the payment for Shares covered thereby or from any other event or act (of the Company, and/or its Affiliates, and/or the Trustee or the Optionee), hereunder, shall be borne solely by the Optionee. The Company and/or its Affiliates, and/or the Trustee shall withhold taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the Israeli Optionee shall agree to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against and from 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 Optionee.
 
10.2
The Company and/or the Trustee shall not be required to release any Share certificate to an Israeli Optionee until all required payments have been fully made.
 
11.
GOVERNING LAW & JURISDICTION
 
This Appendix shall be governed by and construed and enforced in accordance with the laws of the State of Israel applicable to contracts made and to be performed therein, without giving effect to the principles of conflict of laws. The competent courts of Tel-Aviv, Israel shall have sole jurisdiction in any matters pertaining to this Appendix.
 
 
FINJAN, INC.
ISRAELI OPTION AWARD AGREEMENT
Made as of the __ day of ______, 2015
 
BETWEEN:   Finjan, Inc.    
         
    A company incorporated under the laws of the State of Delaware, USA (hereinafter the “ Company ”)  
   
on the one part
   
AND:   Name:_______    
    I.D. No:____________    
   
Address:
   
   
(hereinafter the “ Optionee ”)
   
    on the other part    
 
WHEREAS
On January 23, 2014, the Company duly adopted and the Board approved the Finjan Holdings, Inc. 2014 Incentive Compensation Plan, and on _______, 2015, the Company duly adopted and the Board approved the Israeli Appendix to such plan, copies of which are attached as Exhibit A , forming an integral part hereof (collectively, the “ ISOP ”); and
 
 
WHEREAS
Pursuant to the ISOP, the Company has decided to grant Options to purchase Shares of the Company to the Optionee, and the Optionee has agreed to such grant, subject to all the terms and conditions as set forth in the ISOP and as provided herein;
 
NOW, THEREFORE , it is agreed as follows:
 
1.
Preamble and Definitions
 
1.1.
The preamble to this agreement constitutes an integral part hereof.
 
1.2.
Unless otherwise defined herein, capitalized terms used herein shall have the meaning ascribed to them in the ISOP.
 
2.
Grant of Options
 
2.1.
The Company hereby grants to the Optionee the number of Options as set forth in Exhibit B attached hereto, each Option shall be exercisable into one Share (subject to the adjustments set forth in Section 4 hereunder), upon payment of the Option Price as set forth in Exhibit B , subject to the terms and the conditions as set forth in the ISOP and as provided herein.
 
2.2.
The Optionee is aware that the Company intends in the future to issue additional shares and to grant additional options to various entities and individuals, as the Company in its sole discretion shall determine.
 
3.
Period of Option and Conditions of Exercise
 
3.1.
The terms of this Award Agreement shall commence on the Grant Date and terminate at its Expiration Date (each as set forth in Exhibit B ), or at the time at which the Option expires or otherwise terminates pursuant to the terms of the ISOP or pursuant to this Award Agreement.
 
 
 
 
 
3.2.
Options may be exercised only to purchase whole Shares, and in no case may a fraction of a Share be purchased. If any fractional Share would be deliverable upon exercise, such fraction shall be rounded up one-half or less, or otherwise rounded down, to the nearest whole number.
 
4.
Adjustments
 
 
Note: final agreement may contain one or none of the following; in case of none – entire section may be removed or marked as 'Reserved'
 
Option 1: % of acceleration TBD
 
Notwithstanding anything to the contrary in Section 14.1 of the ISOP, in the event of a Change of Control the Vesting Dates (as set forth in Exhibit B ) of   percent (   %) of the unvested portion the Options granted to the Optionee shall be accelerated, so that such portion of the unvested Options shall be immediately vested as of the date which is ten (10) days prior to the effective date of such Change of Control, and the Committee shall notify the Optionee that (contingent upon the closing of the Change of Control) such portion of the unvested Options are fully exercisable for a period of ten (10) days from the date of such notice, and that any unexercised Options shall terminate upon the expiration of such period.

Option 2: acceleration conditioned on employment
 
4.1.
Notwithstanding anything to the contrary in Section 9.1 of the ISOP, in the event of a Change of Control, if the Optionee is not offered an employment with the successor company (or parent or subsidiary of the successor company) which includes the assignment or substitution of the Options, the Vesting Dates (as set forth in Exhibit B )   shall be accelerated so that  percent (-%) of the Options (including any portion of the Options which shall have already vested regardless of this Section 4)   shall be vested in full immediately prior to the closing of such Change of Control.
 
 
4.2.
If Optionee is offered and accepts an employment with the successor company (or parent or subsidiary of the successor company) and the Options are substituted or assumed by the successor company (or parent or subsidiary of the successor company) in accordance with the ISOP, and following thereof such employment is terminated by such successor company (or parent or subsidiary of the successor company), without Cause within six (6) months of the closing of such Change of Control, the Vesting Dates shall be accelerated so that  percent (-%) of the Options (including any portion of the Options which shall have already vested regardless of this Section 4) shall be immediately vested in full as of the date of such termination without Cause.
 
5.
Vesting; Period of Exercise
 
5.1.
Subject to the provisions of the ISOP (and Section 4 of this Agreement) [to be included only in case of inclusion of section 4 - acceleration] , Options shall vest and become exercisable according to the Vesting Dates set forth in   Exhibit B attached hereto, provided that the Optionee is an Employee or a Non-Employee of the Company and/or its Affiliates on the applicable Vesting Date .
 
5.2.
All unexercised Options granted to the Optionee shall terminate and shall no longer be exercisable on the Expiration Date of the Options, as set forth in   Exhibit B or as described in the ISOP.
 
6.
Exercise of Options
 
6.1.
Options may be exercised in accordance with the provisions of Section 6.6  of the ISOP.
 
 
 
 
 
6.2.
In order for the Company to issue Shares upon the exercise of any of the Options, the Optionee hereby agrees to sign any and all documents required by any applicable law and/or by the Company's organizational documents. The Optionee further agrees that in the event that the Company and its counsel deem it necessary or advisable, in their sole discretion, the issuance of Shares may be conditioned upon certain representations, warranties, and acknowledgments by the Optionee.
 
6.3.
The Company shall not be obligated to issue any Shares upon the exercise of an Option if such issuance, in the opinion of the Company, might constitute a violation by the Company of any provision of law.
 
7.
Restrictions on Transfer of Options and Shares and Additional Provisions
 
7.1.
The transfer of Options and the transfer of Shares to be issued upon exercise of the Options shall be subject to the limitations set forth in the ISOP, this Agreement, and in the Company’s organizational documents, in any shareholders’ agreement to which the holders of common stock of the Company are bound or in any applicable law including securities law of any jurisdiction.
 
7.2.
With respect to any Approved 102 Option, subject to the provisions of Section 102  of the Ordinance and any rules or regulations or orders or procedures promulgated thereunder, the Optionee shall not sell or release from trust any Share received upon the exercise of an Approved 102 Option and/or any share received subsequently following any realization of rights, including without limitation, bonus shares, until the lapse of the Holding Period required under Section 102 of the Ordinance. Notwithstanding the above, if any such sale or release occurs during the Holding Period, the sanctions under Section 102 of the Ordinance and under any rules or regulation or orders or procedures promulgated thereunder shall apply to and shall be borne by such Optionee.
 
7.3.
With respect to Unapproved 102 Option, if the Optionee ceases to be employed by the Company or any Affiliate, the Optionee shall extend to the Company and/or its Affiliate a security or guarantee for the payment of tax due at the time of sale of Shares, all in accordance with the provisions of Section 102 of the Ordinance and the rules, regulation or orders promulgated thereunder.
 
7.4.
The Optionee shall not dispose of any Shares in transactions which violate, in the opinion of the Company, any applicable laws, rules and regulations.
 
7.5.
The Optionee agrees that the Company shall have the authority to endorse upon the certificate or certificates representing the Shares such legends referring to the foregoing restrictions, and any other applicable restrictions as it may deem appropriate (which do not violate the Optionee's rights according to this Award Agreement).
 
8.
Taxes; Indemnification
 
8.1.
The Optionee agrees that the Company does not have a duty to design or administer the ISOP or its other compensation programs in a manner that minimizes the Optionee's tax liabilities.  Any tax consequences arising from the grant or exercise of any Option, from the payment for Shares covered thereby or from any other event or act (of the Company and/or its Affiliates, the Trustee or the Optionee), hereunder, shall be borne solely by the Optionee. The Company and/or its Affiliates and/or the Trustee shall withhold taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. In the event that the Company and/or its Affiliates determine that it is required to withhold any tax as a result of the exercise of this Option, the Optionee, as a condition to the exercise of this Option, shall make arrangements satisfactory to the Company and/or its Affiliates to enable it to satisfy all withholding requirements. The Optionee shall also make arrangements satisfactory to the Company and/or its Affiliates to enable it to satisfy any withholding requirements that may arise in connection with the disposition of Shares purchased by exercising this Option. Furthermore, the Optionee hereby agrees to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against and from 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 Optionee.
 
 
 
 
 
8.2.
The Optionee will not be entitled to receive from the Company and/or the Trustee any Shares allocated or issued upon the exercise of Options prior to the full payments of the Optionee’s tax liabilities arising from Options which were granted to him and/or Shares issued upon the exercise of Options. For the avoidance of doubt, neither the Company nor the Trustee shall be required to release any share certificate to the Optionee until all payments required to be made by the Optionee have been fully satisfied.
 
8.3.
The receipt of the Options and the acquisition of the Shares to be issued upon the exercise of the Options may result in tax consequences. THE OPTIONEE IS ADVISED TO CONSULT A TAX ADVISER WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.
 
8.4.
With respect to Approved 102 Options, the Optionee hereby acknowledges that he or she is familiar with the provisions of Section 102 of the Ordinance and the regulations and rules promulgated thereunder, including without limitations the type of Option granted hereunder and the tax implications applicable to such grant. The Optionee accepts the provisions of the trust agreement signed between the Company and the Trustee, attached as Exhibit C hereto, and agrees to be bound by its terms.
 
9.
Miscellaneous
 
9.1.
No Obligation to Exercise Options . The grant and acceptance of these Options imposes no obligation on the Optionee to exercise it.
 
9.2.
Confidentiality .  The Optionee shall regard the information in this Award Agreement and its exhibits attached hereto, as well as any related documents and materials provided to the Optionee in connection therewith, as confidential information and the Optionee shall not reveal its contents to anyone except when required by law or for the purpose of gaining legal or tax advice.
 
9.3.
Data Privacy Notice and Consent . In accepting the Options herein, the Optionee expressly consents to the collection, use and transfer, in electronic or other form, of his personal Data, as described below, by and among the Company and its Affiliates and/or Trustee and/or other custodian and/or the applicable tax authorities for the exclusive purpose of implementing, administering and managing the Optionee's participation in the ISOP. In addition, the Optionee acknowledges that the Company and/or Affiliates may hold certain personal information concerning the Optionee, including, but not limited to, the Optionee's name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company and/or Affiliates, details of all Options or any other entitlement to shares awarded, canceled, vested, unvested or outstanding in the Participant's favor (“ Data ”), for the purpose of implementing, administering and managing the ISOP; (ii) Data may be transferred to any third parties assisting in the implementation, administration and management of the ISOP, including to third parties outside of the jurisdiction in which the Optionee resides and further transfers thereafter, or elsewhere, and that the third parties’ countries may have different data privacy laws and protections than the Optionee's country; and (iii) the Optionee may request a list with the names and addresses of such third parties by contacting the Company. The Optionee further acknowledges that he or she may refuse or withdraw his or her consent to the above at no cost by contacting in writing the Company and that such refusal or withdrawal of consent may affect the Optionee's ability to participate in the ISOP.
 
 
 
 
 
9.4.
Continuation of Employment or Service .  Neither the ISOP nor this Award Agreement shall impose any obligation on the Company and/or an Affiliate to continue the Optionee’s employment or service and nothing in the ISOP or in this Award Agreement shall confer upon the Optionee any right to continue in the employ or service of the Company and/or an Affiliate or restrict the right of the Company and/or an Affiliate to terminate such employment or service at any time.
 
9.5.
No other Rights . The Optionee hereby acknowledges that participation in the ISOP is voluntary. The value of the Options is an extraordinary item of compensation outside the scope of the Optionee's normal employment and compensation rights, if any. As such, the Options are not part of normal or expected compensation for purposes of calculating any payments due to severance, resignation, redundancy, end of service, bonuses, long-service awards, pensions or retirement benefits or similar payments unless specifically and otherwise provided in the plans or agreements governing such compensation. The ISOP is discretionary in nature and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of Options under the ISOP is a one-time benefit and does not create any contractual or other right to receive any other grant of Options or other awards under the ISOP in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of the grant, the form of award, number of shares subject to an award, vesting, and exercise or settlement provisions, as relevant.
 
9.6.
Entire Agreement . Subject to the provisions of the ISOP as may be amended or supplemented from time to time by the Company, to which this Award Agreement is subject, this Award Agreement, together with the exhibits hereto, constitute the entire agreement between the Optionee and the Company with respect to Options granted hereunder, and supersedes all prior agreements, understandings and arrangements, oral or written, between the Optionee and the Company with respect to the subject matter hereof.
 
9.7.
No Waiver; Severability . The failure of any party to enforce at any time any provisions of this Award Agreement or the ISOP shall in no way be construed to be a waiver of such provision or of any other provision hereof. If one or more of the provisions of this Award Agreement shall be held unenforceable, the enforceability of the remaining provisions shall not be affected; to the extent permissible by law, any provisions which could be deemed null and void shall first be revised retroactively to permit the provisions herein to be interpreted to carry out their intent and the intent of this Award Agreement and the ISOP.
 
9.8.
Provisions of the ISOP . The Options provided for herein are granted pursuant to the ISOP and said Options and this Award Agreement are in all respects governed by the ISOP and subject to all of the terms and provisions of the ISOP. In the event of a conflict between the provisions of the ISOP and this Award Agreement, the terms and conditions of the ISOP shall prevail. However, this Award Agreement sets out specific terms for the Options, and those terms shall prevail over more general terms in the ISOP on the same issue, if any, or in the event of a conflict between such terms.
 
9.9.
Binding Effect . The ISOP and this Award Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereof.
 
 
 
 
 
9.10.
Notices. All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by registered mail or delivered by email or facsimile with written confirmation of receipt to the Optionee and/or to the Company at the addresses shown on the letterhead above, or at such other place as the Company may designate by written notice to the Optionee. The Optionee is responsible for notifying the Company in writing of any change in the Optionee’s address, and the Company shall be deemed to have complied with any obligation to provide the Optionee with notice by sending such notice to the address indicated on the letterhead above. Notwithstanding the foregoing, to the extent permitted by law, Company may deliver any documents related to the ISOP, this Award Agreement and/or to the Options by electronic means. The Optionee hereby consents to receive such documents by electronic delivery and agrees to participate in the ISOP through an on-line or electronic system established and maintained by Company or another third party designated by Company.
 
9.11.
Language . If the Optionee has received the terms of this Award Agreement or any other ISOP related documents translated into a language other than English and if the translated version is different than the English version, the English version will control.
 
 
9.12.
Counterparts . This Award Agreement may be executed in two or more counterparts, each of which shall he deemed an original and all of which together shall constitute one instrument.
 
Company’s Signature:
 
Name: ___________
 
Position:___________
 
Signature: ________________
 
 
 
 
 
I, the undersigned, hereby acknowledge receipt of a copy of the ISOP and accept the Options subject to all of the terms and provisions thereof. I have reviewed the ISOP and this Award Agreement in its entirety, have had an opportunity to obtain the advice of counsel prior to executing this Award Agreement, and fully understand all provisions of this Award Agreement. I hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions relating to the ISOP and this Award Agreement.  I further agree to notify the Company upon any change in the residence address indicated above.
 
 
__________
Date
 
___________________
Optionee’s Signature
 
         
         
         
         
 
Attachments:
 
Exhibit A:                       Finjan, Inc. 2014 Incentive Compensation  Plan with Israeli Appendix
 
Exhibit B:                        Terms of the Option
 
Exhibit C:                        Trust Agreement
 
 
 
 
 
EXHIBIT A
 
PLAN WITH ISRAELI APPENDIX
 
(see attached)
 
 
 
 
 
EXHIBIT B
 
TERMS OF THE OPTION
 
Name of the Optionee:
_______________
Grant Date:
___________
Designation:
·    Approved 102 Option:
     Capital Gain Option (CGO)  ; or
     Ordinary Income Option (OIO)  
·   Unapproved 102 Option
·   3(i) Option
 
1.           Number of Options granted:
______________
2.           Option Price:
________________
3.           Vesting Dates:
 
 
   
Number of Options
 
Vesting Date
 
   
_________ _
 
___________
 
   
_________ _
 
___________
 
   
_________ _
 
___________
 
   
_________ _
 
__________
 
   
_________ _
 
___________
 
  Total Grant _________ _      
           
           
4.           Expiration Date:
 
The earlier of (i) _________, (ii) the lapse of the Term as defined in the Plan, or (iii) the termination, expiration or cancellation of the Options in accordance with the terms of the ISOP.
 
__________________
Optionee
 
__________________
Company
 
 
 
 
 
EXHIBIT C

TRUST AGREEMENT

(see attached)