Employee Share Option Plan Agreement (19K)
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Nur Macroprinters Ltd.
Employee Share Option Plan Agreement
("Option Award")
Nur Macroprinters Ltd. ("Nur"), a company incorporated and existing
under the laws of the State of Israel, hereby grants as of the __ day of ______,
2000 to the grantees listed in Appendix A attached hereto (the "Grantee"), an
option (the "Option(s)") to purchase a maximum _________________ (______) of
Ordinary Shares (nominal value New Israeli Shekels 1.0 each) of Nur (the
"Shares"), at an Exercise Price of [________] U.S. Dollars ($__) per Share,
(which Exercise Price is not less than the "fair market value" (as described in
code Section 422(b)(4)) of the Shares on the grant date (110% of such fair
market value in the case of an individual who owns more than 10% of the combined
voting power of all classes of stock in Nur or a parent corporation or
subsidiary corporation (a "10% Stockholder"))), on the following terms and
conditions:
1. Grant Under the 1997 Stock Option Plan. These Options are granted
pursuant to the 1997 Employee Stock Option Plan, as amended (the "Plan"), which
has been initially adopted by Nur on October 15, 1997, for the purpose of
providing incentives to officers, directors, employees and consultants of Nur
and its Affiliates. The plan is attached hereto as Appendix B. Unless the
context otherwise requires, terms used herein shall have the same meaning as in
the Plan. Determinations made in connection with this Option Award pursuant to
the Plan shall be governed by the terms of the Plan as it exists on this date.
The Options subject to this Option Award are intended to be "incentive stock
option" as described in Section 422 of the Internal Revenue Code of 1986 (the
"Code") ("ISOs"). To the extent some or all of the Options subject to this
Option Award exceed the $100,000 rule of Code Section 422(d), this Option Award
or the lesser excess part will be treated as a nonqualified stock option under
the United States tax law.
2. Other Options. The Options granted hereunder are in addition to any
other options heretofore or hereafter given to the Grantee by Nur, but a
duplicate original of this instrument shall not effect the grant of additional
such Options.
3. Exercise of Options.
3.1 Options granted hereunder shall be exercisable pursuant to
the vesting schedule set forth in Section 3.2 below, provided that no Option
shall be exercisable after the expiration of ten (10) years from the date
hereof, or five (5) years in the case of a Grantee who is a 10% Stockholder.
3.2 Subject to Section 4, the schedule pursuant to which such
Options shall vest, and the Grantee shall be entitled to pay for, and acquire,
the Shares, shall be as follows: the Options granted hereunder shall vest over a
four (4) year period from the date hereof so that one third (1/3) of the Options
granted hereunder shall vest upon the second anniversary of this Agreement, and
additional portions of one third (1/3) of the Options granted hereunder shall
vest on each subsequent anniversary of the date hereof, so that upon the expiry
of four (4) years from the date hereof, all the Options granted hereunder shall
be vested. Vesting of Options granted hereunder would continue only during
periods when the employer-employee or other
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