(i)
|
Notice of Extraordinary General Meeting and Proxy Statement, each dated November 14, 2024, to be mailed to the shareholders of the Company in connection with the extraordinary general meeting of the Company’s
shareholders, which is scheduled to be held on December 19, 2024 (the “Meeting”) (annexed as Exhibit 99.1 hereto); and
|
(ii)
|
Proxy Card to be mailed to shareholders of the Company for use in connection with the Meeting (annexed as Exhibit 99.2 hereto).
|
Exhibit
|
Description
|
Date: November 14, 2024
|
MEDIWOUND LTD.
By: /s/ Hani Luxenburg
Name: Hani Luxenburg
Title: Chief Financial Officer
|
(1)
|
Adoption of the Company’s 2024 Share Incentive Plan, under which 280,375 ordinary shares will be rolled over from the Company’s expiring 2014 Equity Incentive Plan.
|
Sincerely,
/s/ Nachum Shamir
Nachum (Homi) Shamir
Chairman of the Board of Directors
|
(1)
|
Adoption of the Company’s 2024 Share Incentive Plan, under which 280,375 ordinary shares will be rolled over from the Company’s expiring 2014 Equity Incentive Plan.
|
Name of Beneficial Owner
|
Number of
Shares
Beneficially
Held
|
Percentage
of
Class
|
||||||
Directors and Executive Officers
|
||||||||
Nachum (Homi) Shamir
|
*
|
*
|
||||||
Vickie R Driver
|
*
|
*
|
||||||
David Fox
|
*
|
*
|
||||||
Shmuel (Milky) Rubinstein
|
*
|
*
|
||||||
Stephen T. Wills
|
*
|
*
|
||||||
Ofer Gonen
|
*
|
*
|
||||||
Shmulik Hess
|
*
|
*
|
||||||
Ety Klinger
|
*
|
*
|
||||||
Hani Luxenburg
|
*
|
*
|
||||||
Yaron Meyer
|
*
|
*
|
||||||
Robert Snyder
|
*
|
*
|
||||||
All executive officers and directors as a group (11 persons)(1)
|
405,964
|
3.75
|
%
|
|||||
Principal Shareholders (who are not Directors or Executive Officers)
|
||||||||
Clal Biotechnology Industries Ltd. and affiliates (2)
|
1,481,522
|
13.7
|
%
|
|||||
Mölnlycke Health Care AB (3)
|
872,093
|
8.1
|
%
|
|||||
Rosalind Advisors, Inc. and affiliates (4)
|
791,315
|
7.2
|
%
|
|||||
Israel Biotech Fund II, L.P. and affiliates (5)
|
787,018
|
7.0
|
%
|
|||||
Yelin Lapidot Holdings Management Ltd. and affiliates(6)
|
726,743
|
6.7
|
%
|
|||||
Deep Insight Limited Partnership and affiliates (7)
|
659.651
|
5.9
|
%
|
|||||
* Less than 1%
|
(1)
|
Shares beneficially owned consist of 86,555 ordinary shares held directly or indirectly by such executive officers and directors and 319,409 ordinary shares issuable upon exercise of
outstanding options that are currently exercisable or exercisable within 60 days of November 12, 2024.
|
(2)
|
Based solely on Schedule 13D/A filed with the SEC on July 19, 2024, Clal Biotechnology Industries Ltd., a publicly traded company traded on the Tel Aviv Stock Exchange (“CBI”), owns directly 308,811 ordinary shares and may be deemed to share voting and investment power over the 1,172,710 ordinary shares owned directly by Clal Life Sciences L.P. (“CLS”), the general partner of which, Clal Application Center Ltd., is wholly owned by CBI. Each of Access Industries Holdings LLC (“AIH”), Access Industries, LLC (“Access LLC”), Access Industries Management, LLC (“AIM”), Clal Industries Ltd. (“Clal Industries”) and Mr. Blavatnik may be
deemed to share voting and investment power over the ordinary shares owned directly by CBI and CLS because (i) Len Blavatnik controls AIM, AIH, Access LLC and AI International GP Limited (the general partner of AI SMS, as defined below),
(ii) AIM controls Access LLC and AIH, (iii) Access LLC controls a majority of the outstanding voting interests in AIH, (iv) AIH owns a majority of the equity of AI SMS L.P. (“AI SMS”), (v) AI SMS controls AI Diversified Holdings Ltd.
(“Holdings Limited”), (vi) Holdings Limited owns AI Diversified Parent S.à r.l., which owns AI Diversified Holdings S.à r.l., which owns Access AI Ltd (“Access AI”), (vii) Access AI wholly owns Clal Industries, (viii) Clal Industries is the
controlling shareholder of CBI, and (ix) CBI is the sole shareholder of Clal Application Center Ltd. The foregoing persons and entities, other than CBI and CLS, and each of their affiliated entities and the officers, partners, members and
managers thereof, disclaims beneficial ownership of these securities. The address of Clal Industries Ltd. is the Triangular Tower, 3 Azrieli Center, Tel Aviv 67023, Israel and the address of Access Industries Holdings LLC is c/o Access
Industries Inc., 40 West 57th Street, New York, New York 10019, United States.
|
(3)
|
Based solely on Schedule 13D filed with the SEC on July 19, 2024 by filed by Mölnlycke Health Care AB (“Mölnlycke”), MHC Sweden AB, Mölnlycke Holding AB, Mölnlycke AB, Rotca AB, Patricia
Industries AB, and Investor AB. Mölnlycke is a global MedTech company specializing in solutions for wound care and surgical procedures. Investor AB is a publicly held limited liability company engaged principally in business as a
diversified industrial holding company. The other foregoing entities are subsidiaries of Investor AB and direct or indirect parent entities of Mölnlycke.
|
(4)
|
Based solely on the Schedule 13G/A filed by Rosalind Advisors, Inc. with the SEC on October 23, 2024. Rosalind Master Fund L.P. (“RMF”) is the record
owner of 628,050 ordinary shares 163,265 warrants pursuant to which 163,265 underlying ordinary shares may be issued. Rosalind Advisors, Inc. is the investment advisor to RMF and may be deemed to be the beneficial owner of shares held by
RMF. Steven Salamon is the portfolio manager of Rosalind Advisors, Inc. and may be deemed to be the beneficial owner of shares held by RMF. Gilad Aharon is the portfolio manager and member of the Advisor which advises RMF. Notwithstanding
the foregoing, Rosalind Advisors, Inc. and Mr. Salamon disclaim beneficial ownership of the shares. The address of RMF is P.O. Box 309 Ugland House, Grand Cayman KY1-1104, Cayman Islands, and the address of the rest of the reporting persons
is 15 Wellesley Street West, Suite 326, Toronto, Ontario M4Y 0G7 Canada.
|
(5)
|
Based solely on Schedule 13G/A filed with the SEC on January 8, 2024, the 959,652 ordinary shares include 408,397 ordinary shares that are issuable upon the exercise of warrants held
directly by Israel Biotech Fund II, L.P. (“IBF II”). Israel Biotech Fund GP Partners II, L.P. (“IBF GP”) is the sole general partner of IBF II, and I.B.F
Management Ltd. (“IBF Management”) is the sole general partner of IBF GP. IBF GP and IBF Management may be deemed to share voting and dispositive power with respect to the ordinary shares that are
beneficially owned by IBF II. The address IBF Management is HaOgen Tower, 4 Oppenheimer St., Rehovot 7670104, Israel and the address of the other reporting persons is 75 Fort Street, Clifton House, PO Box, 1350, KY1-1108, Grand Cayman.
|
(6)
|
Based solely on Schedule 13G filed with the SEC on October 1, 2024, 522,645 of the ordinary shares reported in this row are beneficially owned by provident funds managed by Yelin Lapidot
Provident Funds Management Ltd. and 228,098 of the ordinary shares reported in this row ae beneficially owned by mutual funds managed by Yelin Lapidot Mutual Funds Management Ltd. Each of Yelin Lapidot Provident Funds Management Ltd. and
Yelin Lapidot Mutual Funds Management Ltd. (the “Subsidiaries”) is a wholly-owned subsidiary of Yelin Lapidot Holdings Management Ltd. (“Yelin Lapidot Holdings”).
Mr. Dov Yelin owns 24.38% of the share capital and 25.00% of the voting rights of Yelin Lapidot Holdings, Mr. Yair Lapidot owns 24.62% of the share capital and 25.00% of the voting rights of Yelin Lapidot Holdings. Messrs. Yelin and Lapidot
are responsible for the day-to-day management of Yelin Lapidot Holdings. In accordance with the Shareholders’ Agreement, dated December 5, 2018, until the End of the “Suspension Period” Messrs. Yelin and Lapidot are entitled to jointly
appoint the majority of the members of Yelin Lapidot Holdings board. The Subsidiaries operate under independent management and make their own independent voting and investment decisions. Any economic interest or beneficial ownership in any
of the securities covered in this row is held for the benefit of the members of the provident funds or mutual funds, as the case may be. Each of Messrs. Yelin and Lapidot, Yelin Lapidot Holdings, and the Subsidiaries disclaims beneficial
ownership of any such securities.
|
(7)
|
Based solely on Schedule 13G/A filed with the SEC on January 8, 2024, the 959,652 ordinary shares include 408,397 ordinary shares that are issuable upon the exercise of warrants held
directly by Deep Insight Limited Partnership (“Deep Insight”). Deep Insight Fund GP Limited Partnership (“Deep Insight GP LP”) is the sole general partner of
Deep Insight, Deep Insight GP Ltd. (“Deep Insight GP Company”) is the sole general partner of Deep Insight GP LP, Deep Insight Management Ltd. (“Deep Insight
Management”) is the management company of Deep Insight GP LP and each of Barak Ben-Eliezer and Dr. Eyal Kishon hold 50% of the outstanding shares of Deep Insight GP Company and Deep Insight Management. Deep Insight GP LP, Deep
Insight GP Company, Deep Insight Management, Barak Ben-Eliezer and Dr. Eyal Kishon may be deemed to share voting and dispositive power with respect to the Ordinary Shares that are beneficially owned by Deep Insight. Barak Ben-Eliezer and
Dr. Eyal Kishon disclaim beneficial ownership of the Ordinary Shares reported by Deep Insight herein. The address of each of the reporting persons is 2 Rachel Imeinu St., Modiin, Israel 7177190.
|
• |
Where the consideration paid consists solely of shares or other securities, any award then outstanding shall be assumed or be substituted by the Company, or by the successor corporation in such merger or sale or by any of its parent or
affiliate companies. This applies where the award confers on the holder the right to purchase or receive prior to a merger or sale, the consideration (whether shares or other securities) distributed to or received by holders of shares in
the merger or sale for each share held on the effective date of the merger or sale. Such consideration shall be subject to the same vesting and expiration terms of the awards applying immediately prior.
|
• |
Where the consideration consists solely of cash, each grantee shall be entitled to receive, in respect of each share underlying an award that is vested, a cash payment equal to the spread (if any), which is the amount (if any) by which
the cash consideration per share to our shareholders in the merger or sale exceeds the exercise price per share of the award.
|
• |
Where the consideration consists of a mixture of shares or other securities and cash, each share underlying an award that is vested shall be treated in the same manner as an outstanding share held by a shareholder of our Company.
|
• |
Where the consideration consists of shares or other securities of an entity that are not traded or quoted on a national securities exchange, over-the-counter market or other public market, or if the consideration has a value that is not
readily determinable, the compensation committee may determine the applicable treatment for vested awards, including the manner and timing by which the consideration that is payable to our Company’s shareholders shall be payable (if at all)
to grantees, and the appropriate valuation for such security(ies) or other consideration in respect of outstanding vested awards.
|
Aggregate Number of
Shares Underlying Outstanding Awards (Under 2014 Plan) |
Shares Reserved
for Future Grants (Under 2024 Plan) |
Aggregate Number of
Shares Underlying Outstanding Awards + Reserved for Future Grant |
Aggregate Number of
Shares Outstanding on Fully-Diluted Basis |
Potential Dilution
Percentage Constituted by Shares Under Equity Incentive Plans |
|||||||||
1,198,880
|
280,375*
|
|
1,479,255
|
14,792,548**
|
|
10%
|
|
Yavne, Israel
November 14, 2024
|
By order of the Board of Directors:
/s/ Nachum Shamir
Mr. Nachum (Homi) Shamir
Chairman of the Board of
Directors
|
Mediwound Ltd.
|
2024 Share Incentive Plan
|
1. |
PURPOSE; TYPES OF AWARDS; CONSTRUCTION.
|
2. |
DEFINITIONS.
|
2.2.1. |
“Affiliate” shall mean, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control
with, such person (with the term “control” or “controlled by” within the meaning of Rule 405 of Regulation C under the Securities Act), including, without limitation, any Parent or Subsidiary, or Employer.
|
2.2.2. |
“Applicable Law” shall mean any applicable law, rule, regulation, statute, pronouncement, policy, interpretation, judgment, order or decree of any federal, provincial, state or local
governmental, regulatory or adjudicative authority or agency, of any jurisdiction, and the rules and regulations of any stock exchange, over-the-counter market or trading system on which the Company’s shares are then traded or listed.
|
2.2.3. |
“Award” shall mean any Option, Restricted Share, RSUs, Shares or any other Share-based award granted under this Plan or any award granted under a previous plan of the Company or its
subsidiaries (including any company acquired by the Company) similar to this plan (including, but not limited to, the Company’s 2014 Equity Incentive Plan).
|
2.2.4. |
“Board” shall mean the Board of Directors of the Company.
|
2.2.5. |
Reserved.
|
2.2.6. |
“Code” shall mean the United States Internal Revenue Code of 1986, and any applicable regulations promulgated thereunder, all as amended.
|
2.2.7. |
“Committee” shall mean the compensation committee of the Board, or any other committee established or appointed by the Board to administer this Plan, subject to Section 3.1.
|
2.2.8. |
“Companies Law” shall mean the Israel Companies Law, 5759-1999, and the regulations promulgated thereunder, all as amended from time to time.
|
2.2.9. |
“Controlling Shareholder” shall have the meaning set forth in Section 268 of the Companies Law.
|
2.2.10. |
“Disability” shall mean (i) the inability of a Grantee to engage in any substantial gainful activity or to perform the major duties of the Grantee’s position with the Company or its Affiliates
by reason of any medically determinable physical or mental impairment which has lasted or can be expected to last for a continuous period of not less than 12 months (or such other period as determined by the Committee), as determined by
a qualified doctor acceptable to the Company, (ii) if applicable, a “permanent and total disability” as defined in Section 22(e)(3) of the Code or Section 409A(a)(2)(c)(i) of the Code, as amended from time to time, or (iii) as defined
in a policy of the Company that the Committee deems applicable to this Plan, or that makes reference to this Plan, for purposes of this definition. Notwithstanding the foregoing, for Awards that are subject to Section 409A of the Code,
Disability shall mean that a Grantee is disabled under Section 409A(a)(2)(C)(i) or (ii) of the Code.
|
2.2.11. |
“Employee” shall mean any person treated as an employee (including an officer or a director who is also treated as an employee) in the records of the Company or any of its Affiliates (and in
the case of 102 Awards, subject to Section 9.3 or in the case of Incentive Stock Options, who is an employee for purposes of Section 422 of the Code); provided, however, that neither service as a director nor payment of a director’s fee
shall be sufficient to constitute employment for purposes of this Plan. The Company shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be an Employee and the effective
date of such individual’s employment or termination of employment, as the case may be. For purposes of a person’s rights, if any, under this Plan as of the time of the Company’s determination, all such determinations by the Company
shall be final, binding and conclusive, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination.
|
2.2.12. |
“Employer” means, for purpose of a 102 Trustee Award, the Company or an Affiliate, Subsidiary or Parent thereof, which is an “employing company” within the meaning and subject to the conditions
of Section 102(a) of the Ordinance.
|
2.2.13. |
“employment”, “employed” and words of similar import shall be deemed to refer to the employment of Employees or to the services of any other Service
Provider, as the case may be.
|
2.2.14. |
“exercise”, “exercised” and words of similar import, when referring to an Award that does not require exercise or that is settled upon vesting (such as
may be the case with RSUs or Restricted Shares, if so determined in their terms), shall be deemed to refer to the vesting of such an Award (regardless of whether or not the wording included reference to vesting of such an Awards
explicitly).
|
2.2.15. |
“Exercise Period” shall mean the period, commencing on the date of grant of an Award, during which an Award shall be exercisable, subject to any vesting provisions thereof (including any
acceleration thereof, if any) and subject to the termination provisions hereof.
|
2.2.16. |
“Exercise Price” shall mean the exercise price for each Share covered by an Option or the purchase price for each Share covered by any other Award.
|
2.2.17. |
“Fair Market Value” shall mean, as of any date, the value of a Share or other securities, property or rights as determined by the Board, in its discretion, subject to the following: (i) if,
on such date, the Shares are listed on any securities exchange, the average closing sales price per Share on which the Shares are principally traded over the thirty (30) day calendar period preceding the subject date (utilizing all
trading days during such 30 calendar day period), as reported in The Wall Street Journal or such other source as the Company deems reliable; (ii) if, on such date, the Shares are then quoted in an over-the-counter market, the average of
the closing bid and asked prices for the Shares in that market during the thirty (30) day calendar period preceding the subject date (utilizing all trading days during such 30 calendar day period), as reported in The Wall Street Journal
or such other source as the Company deems reliable; or (iii) if, on such date, the Shares are not then listed on a securities exchange or quoted in an over-the-counter market, or in case of any other securities, property or rights, such
value as the Committee, in its sole discretion, shall determine, with full authority to determine the method for making such determination and which determination shall be conclusive and binding on all parties, and shall be made after
such consultations with outside legal, accounting and other experts as the Committee may deem advisable; provided, however, that, if applicable, the Fair Market Value of the Shares shall be determined in a manner that is intended to
satisfy the applicable requirements of and subject to Section 409A of the Code, and with respect to Incentive Stock Options, in a manner that is intended to satisfy the applicable requirements of and subject to Section 422 of the Code,
subject to Section 422(e)(7) of the Code. The Committee shall maintain a written record of its method of determining such value. If the Shares are listed or quoted on more than one established stock exchange or over-the-counter
market, the Committee shall determine the principal such exchange or market and utilize the price of the Shares on that exchange or market (determined as per the method described in clauses (i) or (ii) above, as applicable) for the
purpose of determining Fair Market Value.
|
2.2.18. |
“Grantee” shall mean a person who has been granted an Award(s) under this Plan.
|
2.2.19. |
“Ordinance” shall mean the Israeli Income Tax Ordinance (New Version) 1961, and the regulations and rules (including the Rules) promulgated thereunder, all as amended from time to time.
|
2.2.20. |
“Parent” shall mean any company (other than the Company), which now exists or is hereafter organized, (i) in an unbroken chain of companies ending with the Company if, at the time of granting
an Award, each of the companies (other than the Company) owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other companies in such chain, or (ii) if applicable and
for purposes of Incentive Stock Options, that is a “parent corporation” of the Company, as defined in Section 424€ of the Code.
|
2.2.21. |
“Retirement” shall mean a Grantee’s retirement pursuant to Applicable Law or in accordance with the terms of any tax-qualified retirement plan maintained by the Company or any of its Affiliates
in which the Grantee participates or is subject to.
|
2.2.22. |
“Securities Act” shall mean the U.S. Securities Act of 1933, and the rules and regulations promulgated thereunder, all as amended from time to time.
|
2.2.23. |
“Service Provider” shall mean an Employee, director, officer, consultant, advisor and any other person or entity who provides services to the Company or any Parent, Subsidiary or Affiliate
thereof. Service Providers shall include prospective Service Providers to whom Awards are granted in connection with written offers of an employment or other service relationship with the Company or any Parent, Subsidiary or any
Affiliates thereof, provided, however, that such employment or service shall have actually commenced.
|
2.2.24. |
“Shares” shall mean Ordinary Shares, par value NIS 0.07, of the Company (as adjusted for stock split, reverse stock split, bonus shares, combination or other recapitalization events), or
shares of such other class of shares of the Company as shall be designated by the Board in respect of the relevant Award(s). “Shares” include any securities, property or rights issued or
distributed with respect thereto.
|
2.2.25. |
“Subsidiary” shall mean any company (other than the Company), which now exists or is hereafter organized or acquired by the Company, (i) in an unbroken chain of companies beginning with the
Company if, at the time of granting an Award, each of the companies other than the last company in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of
the other companies in such chain, or (ii) if applicable and for purposes of Incentive Stock Options, that is a “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.
|
2.2.26. |
“tax(es)” shall mean (a) all federal, state, local or foreign taxes, charges, fees, imposts, levies or other assessments, including all income, capital gains, alternative or add-on minimum,
transfer, value added tax, real and personal property, withholding, payroll, employment, escheat, social security, disability, national security, health tax, wealth surtax, stamp, registration and estimated taxes, customs duties, fees,
assessments and charges of any similar kind whatsoever (including under Section 280G of the Code) or other tax of any kind whatsoever, (b) all interest, indexation differentials, penalties, fines, additions to tax or additional amounts
imposed by any taxing authority in connection with any item described in clause (a), (c) any transferee or successor liability in respect of any items described in clauses (a) or (b) payable by reason of contract, assumption, transferee
liability, successor liability, operation of Applicable Law, or as a result of any express or implied obligation to assume Taxes or to indemnify any other person, and (d) any liability for the payment of any amounts of the type
described in clause (a) or (b) payable as a result of being a member of an affiliated, consolidated, combined, unitary or aggregate or other group for any taxable period, including under U.S. Treasury Regulations Section 1.1502-6(a) (or
any predecessor or successor thereof of any analogous or similar provision under Law) or otherwise.
|
2.2.27. |
“Ten Percent Shareholder” shall mean a Grantee who, at the time an Award is granted to the Grantee, owns shares possessing more than ten percent (10%) of the total combined voting power of all
classes of shares of the Company or any Parent or Subsidiary, within the meaning of Section 422(b)(6) of the Code.
|
2.2.28. |
“Trustee” shall mean the trustee appointed by the Committee to hold the Awards (and, in relation with 102 Trustee Awards, approved by the ITA), if so appointed.
|
2.2.29. |
Other Defined Terms. The following terms shall have the meanings ascribed to them in the Sections set forth below:
|
Term
|
Section
|
102 Awards
|
1.2(i)
|
102 Capital Gains Track Awards
|
9.1
|
102 Non-Trustee Awards
|
9.2
|
102 Ordinary Income Track Awards
|
9.1
|
102 Trustee Awards
|
9.1
|
3(i) Awards
|
1.2(ii)
|
Award Agreement
|
6
|
Cause
|
6.6.4.4
|
Company
|
1.1
|
Effective Date
|
24.1
|
Election
|
9.2
|
Eligible 102 Grantees
|
9.3.1
|
Incentive Stock Options
|
1.2(iii)
|
Information
|
16.4
|
ITA
|
1.1(i)
|
Merger/Sale
|
14.2
|
Nonqualified Stock Options
|
1.2(iv)
|
Plan
|
1.1
|
Pool
|
5.1
|
Prior Plan
|
5.2
|
Required Holding Period
|
9.5
|
Restricted Period
|
11.2
|
Restricted Share Agreement
|
11
|
Restricted Share Unit Agreement
|
12
|
Restricted Shares
|
1.1
|
RSUs
|
1.1
|
Rules
|
1.11.2(i)
|
Securities
|
17.1
|
Successor Corporation
|
14.2.1
|
Withholding Obligations
|
18.5
|
3. |
ADMINISTRATION.
|
4. |
ELIGIBILITY.
|
5. |
SHARES.
|
6. |
TERMS AND CONDITIONS OF AWARDS.
|
X = |
Y * (A - B) | ||
A |
7. |
NONQUALIFIED STOCK OPTIONS.
|
8. |
INCENTIVE STOCK OPTIONS.
|
9. |
102 AWARDS.
|
10. |
3(i) AWARDS.
|
11. |
RESTRICTED SHARES.
|
12. |
RESTRICTED SHARE UNITS.
|
13. |
OTHER SHARE OR SHARE-BASED AWARDS.
|
14. |
EFFECT OF CERTAIN CHANGES.
|
14.2.5.1.
|
provide for the cancellation of all unvested Awards upon or immediately prior to the closing of the Merger/Sale, unless the Committee provides
for the Grantee to have the right to exercise the Award, or otherwise for the acceleration of vesting of such Award, as to all or part of the Shares covered by the Award which would not otherwise be exercisable or vested, under such
terms and conditions as the Committee shall determine;
|
14.2.5.2 |
determine: (i) that any payments made in respect of Awards shall be made or delayed to the same extent that payment of consideration to the holders of the Shares in connection with the Merger/Sale is made or delayed as a result of
escrows, indemnification, earn outs, holdbacks or any other contingencies or conditions; (ii) the terms and conditions applying to the payment made or payable to the Grantees, including participation in escrow, indemnification,
releases, earn-outs, holdbacks or any other contingencies; and (iii) that any terms and conditions applying under the applicable definitive transaction agreements shall apply to the Grantees (including, appointment and engagement of a
shareholders or sellers representative, payment of fees or other costs and expenses associated with such services, indemnifying such representative, and authorization to such representative within the scope of such representative’s
authority in the applicable definitive transaction agreements).
|
14.2.5.3 |
determine to suspend the Grantee’s rights to exercise any vested portion of an Award for a period of time prior to the signing or consummation of a Merger/Sale transaction.
|
14.3 |
Without limiting the generality of this Section 14, if the consideration in exchange for Awards in a Merger/Sale includes any securities and due receipt thereof by any Grantee (or by the Trustee for the benefit of such Grantee) may
require under applicable law (i) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (ii) the provision to any Grantee of any information under the
Securities Act or any other securities laws, then the Committee may determine that the Grantee shall be paid in lieu thereof, against surrender of the Shares or cancellation of any other Awards, an amount in cash or other property, or
rights, or any combination thereof, as determined by the Committee to be fair in the circumstances, and subject to such terms and conditions as determined by the Committee. Nothing herein shall entitle any Grantee to receive any form
of consideration that such Grantee would be ineligible to receive as a result of such Grantee’s failure to satisfy (in the Committee’s sole determination) any condition, requirement or limitation that is generally applicable to the
Company’s shareholders, or that is otherwise applicable under the terms of the Merger/Sale, and in such case, the Committee shall determine the type of consideration and the terms applying to such Grantees.
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14.4 |
Neither the authorities and powers of the Committee under this Section 14, nor the exercise or implementation thereof, shall (i) be restricted or limited in any way by any adverse consequences (tax or otherwise) that may result to
any holder of an Award, and (ii) as, inter alia, being a feature of the Award upon its grant, be deemed to constitute a change or an amendment of the rights of such holder under this Plan, nor
shall any such adverse consequences (as well as any adverse tax consequences that may result from any tax ruling or other approval or determination of any relevant tax authority) be deemed to constitute a change or an amendment of the
rights of such holder under this Plan, and may be effected without consent of any Grantee and without any liability to the Company or its Affiliates, or to their respective officers, directors, employees and representatives, and the
respective successors and assigns of any of the foregoing. The Committee need not take the same action with respect to all Awards or with respect to all Service Providers. The Committee may take different actions with respect to the
vested and unvested portions of an Award. The Committee may determine an amount or type of consideration to be received or distributed in a Merger/Sale which may differ as among the Grantees, and as between the Grantees and any other
holders of shares of the Company.
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14.5 |
The Committee may determine that upon a Merger/Sale any Shares held by Grantees (or for Grantee’s benefit) are sold in accordance with instructions issued by the Committee in connection with such Merger/Sale, which shall be final,
conclusive and binding on all Grantees.
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14.6 |
All of the Committee’s determinations pursuant to this Section 14 shall be at its sole and absolute discretion (subject to the mandatory treatment of Awards under Sections 14.2.2 and 14.2.3 above), and shall be final, conclusive and
binding on all Grantees (including, for clarity, as it relates to Shares issued upon exercise or vesting of any Awards or that are Awards, unless otherwise determined by the Committee) and without any liability to the Company or its
Affiliates, or to their respective officers, directors, employees, shareholders and representatives, and the respective successors and assigns of any of the foregoing, in connection with the method of treatment, chosen course of action
or determinations made hereunder.
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14.7 |
If determined by the Committee, the Grantees shall be subject to the definitive agreement(s) in connection with the Merger/Sale as applying to holders of Shares including, such terms, conditions, representations, undertakings,
liabilities, limitations, releases, indemnities, appointing and indemnifying shareholders/sellers representative, participating in transaction expenses, shareholders/sellers representative expense fund and escrow arrangement, in each
case as determined by the Committee. Each Grantee shall execute (and authorizes any person designated by the Company to so execute, as well as (if applicable) the Trustee holding any Shares for the Grantee’s behalf) such separate
agreement(s) or instruments as may be requested by the Company, the Successor Corporation or the acquiror in connection with such in such Merger/Sale or otherwise under or for the purpose of implementing this Section 14, and in the form
required by them. The execution of such separate agreement(s) may be a condition to the receipt of assumed or substituted Awards, payment in lieu of the Award, the exercise of any Award or otherwise to be entitled to benefit from
shares or other securities, cash or other property, or rights, or any combination thereof, pursuant to this Section 14 (and the Company (and, if applicable, the Trustee) may exercise its authorization above and sign such agreement on
behalf of the Grantee or subject the Grantee to the provisions of such agreements).
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15 |
NON-TRANSFERABILITY OF AWARDS; SURVIVING BENEFICIARY.
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16 |
CONDITIONS UPON ISSUANCE OF SHARES; GOVERNING PROVISIONS.
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17 |
RESERVED
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18 |
AGREEMENT REGARDING TAXES; DISCLAIMER.
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19 |
RIGHTS AS A SHAREHOLDER; VOTING AND DIVIDENDS.
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20 |
NO REPRESENTATION BY COMPANY.
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21 |
NO RETENTION RIGHTS.
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22 |
PERIOD DURING WHICH AWARDS MAY BE GRANTED.
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23 |
AMENDMENT OF THIS PLAN AND AWARDS.
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24 |
APPROVAL.
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25 |
RULES PARTICULAR TO SPECIFIC COUNTRIES; SECTION 409A.
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26 |
GOVERNING LAW; JURISDICTION.
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27 |
NON-EXCLUSIVITY OF THIS PLAN.
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28 |
MISCELLANEOUS.
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To change the address on your account, please check the box below and indicate your new address in the space below. Please
note that changes to the registered name(s) on the account may not be submitted via this method. ☐
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FOR
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AGAINST
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ABSTAIN
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1. Approval of the Company’s 2024 Share Incentive Plan, under which 280,375 ordinary shares will be reserved for issuance, in
addition to ordinary shares that may be rolled over from the Company’s expiring 2014 Equity Incentive Plan.
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☐
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☐
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☐
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Signature of shareholder
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Date
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Signature of shareholder
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Date
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Note:
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Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each owner should sign. When
signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by a duly authorized officer, giving full title as such. If the signer is a
partnership, please sign in partnership name by authorized person.
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