As filed with the Securities and Exchange Commission on June 10, 2003
Registration No. 333-12156
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
RADWARE LTD.
(Exact name of registrant as specified in its charter)
Israel None
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
22 Raoul Wallenberg St.,
Tel Aviv 69710, Israel
011-972-3-766-8666
(Address of principal executive offices) (Zip Code)
RADWARE LTD. AMENDED AND RESTATED 1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
Roy Zisapel
Radware Inc.
575 Corporate Drive, Suite 205
Mahwah, New Jersey 07430
(Name and address of agent for service)
(201) 512-9771
(Telephone Number, including area code, of agent for service)
PART II
Information Required in the Registration Statement
Item 8. Exhibits
Exhibit Number Exhibit
4.1 Memorandum of Association of the Registrant, as
amended, filed as Exhibit 3.1 to the Registrant's
Registration Statement on Form F-1, as amended
(Registration No. 333-10752), and incorporated herein by
reference.
4.2 Articles of Association of the Registrant, filed as
Exhibit 3.2 to the Registrant's,Registration Statement
on Form F-1, as amended (Registration No. 333-10752), and
incorporated herein by reference.
5 Opinion of Goldfarb, Levy, Eran & Co., filed as Exhibit
5 to the Registrant's Registration Statement on Form S-8
(Registration No. 333-12156), and incorporated herein by
reference.
23(a) Consent of Luboshitz Kasierer, filed as Exhibit 23(a) to
the Registrant's Registration Statement on Form S-8
(Registration No. 333-12156), and incorporated herein by
reference.
23(b) Consent of Goldfarb, Levy, Eran & Co., filed as Exhibit
23(b) to the Registrant's Registration Statement on Form
S-8 (Registration No. 333-12156), and incorporated herein
by reference.
24 Power of Attorney, filed as Exhibit 5 to the Registrant's
Registration Statement on Form S-8 (Registration No.
333-12156), and incorporated herein by reference.
99.1 Radware Ltd. Amended and Restated 1999 Employee Stock
Purchase Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tel Aviv, State of Israel on this 10th day of June,
2003.
RADWARE LTD.
By: /s/Yehuda Zisapel
---------------------
Yehuda Zisapel
Chairman of the Board of Directors
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
RADWARE LTD.
EXHIBIT INDEX
Exhibit Number Exhibit
4.1 Memorandum of Association of the Registrant, as
amended, filed as Exhibit 3.1 to the Registrant's
Registration Statement on Form F-1, as amended
(Registration No. 333-10752), and incorporated herein by
reference.
4.2 Articles of Association of the Registrant, filed as
Exhibit 3.2 to the Registrant's
Registration Statement on Form F-1, as amended
(Registration No. 333-10752), and incorporated herein by
reference.
5 Opinion of Goldfarb, Levy, Eran & Co., filed as Exhibit
5 to the Registrant's Registration Statement on Form S-8
(Registration No. 333-12156), and incorporated herein by
reference.
23(a) Consent of Luboshitz Kasierer, filed as Exhibit 23(a) to
the Registrant's Registration Statement on Form S-8
(Registration No. 333-12156), and incorporated herein by
reference.
23(b) Consent of Goldfarb, Levy, Eran & Co., filed as Exhibit
23(b) to the Registrant's Registration Statement on Form
S-8 (Registration No. 333-12156), and incorporated herein
by reference.
24 Power of Attorney, filed as Exhibit 5 to the Registrant's
Registration Statement on Form S-8 (Registration No.
333-12156), and incorporated herein by reference.
99.1 Radware Ltd. Amended and Restated 1999 Employee Stock
Purchase Plan.
EXHIBIT 99.1
RADWARE LTD.
1999 EMPLOYEE STOCK PURCHASE PLAN
(As Amended and Restated November 21, 2002)
1. Purpose
The purpose of this Plan is to provide employees of the Company's
Subsidiaries with an opportunity to purchase Ordinary Shares of the
Company through accumulated payroll deductions. It is the intention of
the Company to have this Plan qualify as an "Employee Stock Purchase
Plan" under Section 423 of the Internal Revenue Code of 1986, as
amended. The provisions of this Plan shall, accordingly, be construed
so as to extend and limit participation in a manner consistent with the
requirements of that section of the Code.
2. Definitions.
(a) "2001 Plan" means the Company's 2001 Employee Stock Purchase
Plan, as amended from time to time.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the U.S. Internal Revenue Code of 1986, as amended.
(d) "Ordinary Shares" means the ordinary shares, NIS 1.0 par value,of
the Company.
(e) "Company" means RADWARE Ltd., an Israeli company whose registered
office is at Tel Aviv, Israel, or any successor company.
(f) "Compensation" means the fixed salary or wage paid by the Company
to an Employee as reported to the United States government for Federal
income tax purposes, including an Employee's portion of salary deferral
contributions pursuant to section 401(k) of the Code and any amount
excludable pursuant to section 125 of the Code, but excluding payments
for overtime, shift premium, incentive compensation, incentive
payments, bonuses, commissions, severance pay, foreign service pay,
expense reimbursements, any credit or benefit under any employee plan
and any other compensation.
(g) "Designated Subsidiary" means any Subsidiary that has been
designated by the Board from time to time in its sole discretion as
eligible to participate in this Plan, and shall in any event include
Radware Inc..
(h) "Employee" means any individual who is an employee of a Designated
Subsidiary for purposes of U.S. income tax withholding under the Code
whose customary employment with the Subsidiary is at least twenty (20)
hours per week and more than five (5) months in any calendar year
except (i) any such person who is prohibited by applicable foreign law
from participating in this Plan and (ii) any employee who is "highly
compensated" within the meaning of section 414(q) of the Code. For
purposes of this Plan, the employment relationship shall be treated as
continuing intact while the employed is on sick leave or other leave of
absence approved by the Company or Subsidiary. Where the period of
leave exceeds ninety (90) days and the individual's right to
reemployment is not guaranteed either by statute or by contract, the
employment relationship will be deemed to have terminated on the 91st
day of such leave.
(i) "Exercise Date" means the Trading Day prior to the date six (6)
months, twelve (12) months, eighteen (18) months or twenty-four (24)
months after the Offering Date on each Offering Period.
(j) "Exercise Period" means a period commencing on an Offering Date or
on the Trading Day after an Exercise Date and terminating on the
Trading Day prior to the date six (6) months later.
(k) "Fair Market Value" per Ordinary Share as of a particular date
shall mean the closing price per Ordinary Share on such date as
reported on the National Association of Securities Dealers Automated
Quotation National Market System (or on such other recognized market or
quotation system on which the trading prices of the Ordinary Shares are
traded or quoted at the relevant time).
(l) "Offering Date" means the first Trading Day of each Offering Period
of this Plan.
(m) "Offering Period" means, subject to Section 4 of this Plan, a
period of twenty-four (24) months consisting of four (4) six-month
Exercise Periods during which options granted pursuant to this Plan may
be exercised.
(n) "Parent" means a corporation, domestic or foreign, which holds,
directly or indirectly, not less than fifty percent (50%) of the voting
shares of all classes of capital stock of the Company.
(o) "Participant" means any Employee subscribing to this Plan in
accordance with Section 5 of this Plan.
(p) "Plan" means this 1999 Employee Stock Purchase Plan, as amended
from time to time.
(q) "Radware" means Radware Inc., a wholly owned subsidiary of RADWARE
Ltd. incorporated in the State of New Jersey USA.
(r) "Subsidiary" means a corporation, domestic or foreign, of which not
less than fifty percent (50%) of the voting shares of all classes of
capital stock are held, directly or indirectly, by the Company at the
time of granting an option hereunder, whether or not such corporation
now exists or is hereafter organized or acquired by the Company.
(s) "Trading Day" means a day on which national stock exchanges and the
National Association of Securities Dealers Automated Quotation (NASDAQ)
System are open for trading.
3. Eligibility.
(a) Any Employee who shall be employed on the date his or her
participation in this Plan is effective shall be eligible to
participate in this Plan, subject to limitations imposed by Section
423(b) of the Code. Employees who participate in the 2001 Plan may also
participate in this Plan.
(b) Any provisions of this Plan to the contrary notwithstanding, no
Employee shall be granted an option under this Plan or the 2001 Plan
(i) if, immediately after the grant, such Employee (or any other person
whose stock would be attributed to such Employee pursuant to Section
424(d) of the Code) would own stock and/or hold outstanding options to
purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company
or of any Subsidiary or Parent of the Company, or (ii) which permits
his or her rights to purchase stock under all employee stock purchase
plans of the Company and its Subsidiaries and Parent (including the
2001 Plan) to accrue at a rate which exceeds twenty-five thousand
dollars ($25,000) of Fair Market Value of such stock (determined at the
time any such option is granted) for each calendar year in which such
option is outstanding at any time. Any amounts received from an
Employee which cannot be used to purchase Ordinary Shares as a result
of this limitation will be returned as soon as practicable to the
Employee without interest.
4. Offering Periods.
The Plan shall be implemented by overlapping twenty-four (24) month
Offering Periods with a new Offering Period commencing on the first
Trading Date following the first Exercise Date of each previous
Offering Period and ending on the last Trading Day on or prior to the
second anniversary of such commencement date. This Plan shall continue
thereafter until terminated in accordance with Section 20 hereof.
Subject to he requirements of Section 20, the Board shall have the
power to change the duration and/or frequency of Offering Periods with
respect to future offerings and shall use its best efforts to notify
Employees of any such change at least fifteen (15) days prior to the
scheduled beginning of the first Offering Period to be affected. For
these purposes, the automatic transfer to a "Low Price Offering Period"
described in Section 10 of this Plan shall not be a change in the
duration of an Offering Period. Furthermore, the Board may adjust the
duration of the first Offering Period (up to but not exceeding 27
months) to reflect the timing of this Plan's implementation, provided
that such adjustment is announced to Participants prior to the first
Exercise Date under this Plan.
5. Participation.
(a) An eligible Employee may become a Participant by completing a
subscription agreement authorizing payroll deductions on a form
provided by the Company and filing it with the Company's payroll office
at least ten (10) business days prior to the applicable Offering Date,
unless a later time for filing the subscription agreement is set by the
Board for all eligible Employees with respect to a given Offering
Period.
(b) Payroll deductions for a Participant shall commence on the first
payroll following the Offering Date and shall end on the Exercise Date
of the offering to which such authorization is applicable, unless
sooner terminated by the Participant as provided in Section 11.
6. Payroll Deductions.
(a) At the time a Participant files his or her subscription agreement,
he or she shall elect to have payroll deductions made on each payday
during the Offering Period in an amount no less than one percent (1%)
of his or her Compensation, and subject to the limitations of 6(d)
hereto, may amount to ten percent (10%) of his or her aggregate
Compensation during said Offering Period. However, a Participant may
not elect a payroll deduction amount greater than ten percent (10%) in
the aggregate to be applied to the purchase of Ordinary Shares under
this Plan and the 2001 Plan.
(b) All payroll deductions made by a Participant shall be credited to
his or her account under this Plan and will be withheld in whole
percentages only. A Participant may not make any additional payments
into such account.
(c) A Participant may discontinue his or her participation in this Plan
as provided in Section 11, or may decrease (but not increase) the rate
or amount of his or her payroll deductions during the Offering Period
(within the limitations of Section 6(a)) by competing and filing with
the Company a new subscription agreement authorizing a decrease in the
rate or amount of payroll deductions; provided, however, that a
Participant may not decrease the rate or amount of his or her payroll
deductions more than once in any one month. Provided that the new
authorization is received by the Company more than five (5) business
days in advance of the start of the next payroll period, (the next
payday) the change in rate shall be effective at the next payroll only
as to Compensation accrued following such effectiveness. Subject to the
limitations of Section 6(d), a Participant's subscription agreement
shall remain in effect for successive Offering Periods unless revised
as provided herein or terminated as provided in Section 11.
(d) Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and Section 3(b) herein, a
Participant's payroll deductions may be decreased to zero percent (0%)
at such time during any Exercise Period which is scheduled to end
during the current calendar year that the aggregate of all of such
Participant's payroll deductions accumulated with respect to such
Exercise Period and any other Exercise Period ending within the same
calendar year under this Plan or the 2001 Plan exceed twenty-five
thousand dollars ($25,000). Payroll deductions shall recommence at the
rate provided in such Participant's subscription agreement at the
beginning of the first Exercise Period which is scheduled to end in the
following calendar year, unless terminated by the Participant as
provided in Section 11.
(e) At the time the option is exercised, in whole or in part, or at the
time some or all of the Company's Ordinary Shares issued under this
Plan is disposed of, the Participant must make adequate provision for
the Company's federal, state or other tax withholding obligations, if
any, which arise upon the exercise of the option or the dispositions,
if any, which arise upon the exercise of the option or the disposition
of the Ordinary Shares. At any time, the Company may, but will not be
obligated to, withhold from the Participant's Compensation the amount
necessary for the Company to meet applicable withholding obligations,
including any withholding required to make available to the Company any
tax deductions or benefits attributable to sale or early disposition of
Ordinary Shares by the Employee.
7. Grant of Option.
On the Offering Date of each Offering Period, each eligible Employee
participating in such Offering Period shall be granted an option to
purchase on each Exercise Date during such Offering Period (at the per
share option price) up to a number of shares of the Company's Ordinary
Shares determined by dividing such Employee's payroll deductions
accumulated prior to such Exercise Date and retained in the
Participant's account as of the Exercise Date by the lower of (i)
eighty-five percent (85%) of the Fair Market Value of a share of the
Company's Ordinary Shares on the Offering Date or (ii) eighty-five
percent (85%) of the Fair Market Value of a share of the Company's
Ordinary Shares on the Exercise Date. Exercise of each option during
the Offering Period shall occur as provided in Section 8, unless the
Participant has withdrawn pursuant to Section 11, and each option shall
expire at midnight on the last day of the applicable Exercise Period.
8. Exercise of Option.
(a) Unless a Participant withdraws from this Plan as provided in
Section 11, his or her option for the purchase of shares will be
exercised automatically on each Exercise Date of the Offering Period,
and the maximum number of full shares subject to option shall be
purchased for such Participant at the applicable option price with the
accumulated payroll deductions in his or her account. No fractional
shares will be purchased and any amount remaining in the Participant's
account after an Exercise Date shall be held in the account until the
next Exercise Date of the Offering Period, unless the Offering Period
has been oversubscribed or has terminated with such Exercise Date, in
which case such amount shall be refunded to the Participant. During a
Participant's lifetime, a Participant's option to purchase shares
hereunder is exercisable only by him or her.
(b) For all Offering Periods beginning after November 1, 2002, the
maximum number of shares of the Company's Ordinary Shares purchasable
per Participant on any Exercise Date shall not exceed 10,000 shares,
subject to period adjustments in the event of certain changes in the
Company's capitalization. In addition, for all Offering Periods
beginning after November 1, 2002, the maximum number of shares of the
Company's Ordinary Shares purchasable in total by all Participants on
any one Exercise Date shall not exceed 100,000 shares, subject to
period adjustments in the event of certain changes in the Company's
capitalization. However, the Board shall have the discretionary
authority, exercisable prior to the start of any Offering Period under
the Plan, to increase or decrease the limitations to be in effect for
the number of shares purchasable per Participant and in total by all
Participants enrolled in that particular Offering Period on each
Exercise Date which occurs during that Offering Period.
9. Delivery.
As promptly as practicable after the Exercise Date of each Exercise
Period, the Company shall arrange the delivery to each Participant, as
appropriate, of a certificate representing the shares purchased upon
exercise of his or her option. Any cash remaining to the credit of a
Participant's account under this Plan after a purchase by him or her of
shares at the termination of each Exercise Period which is insufficient
to purchase a full share of Ordinary Shares of the Company shall be
applied to the Participant's account for the next Exercise Period.
10. Automatic Transfer to Low Price Offering Period.
In the event that the Fair Market Value of the Company's Ordinary
Shares is lower on an Exercise Date than it was on the first Offering
Date for that Offering Period, all Employees participating in this Plan
on the Exercise Date shall be deemed to have withdrawn from the
Offering Period 5 business days after the exercise of their option on
such Exercise Date and to have enrolled as participants in a new
Offering Period which begins on or about the day following such
Exercise Date. A Participant may elect to remain in the previous short
Offering Period by filling a written statement declaring such election
with the Company no more than 5 business days prior to the time of the
automatic change to the new Offering Period.
11. Withdrawal; Termination of Employment.
(a) A Participant may withdraw all, but not less than all, the payroll
deductions credited to his or her account and not yet used to exercise
his or her option under this Plan at any time by giving written notice
to the Company pursuant to a form to be provided by the Company. All of
the Participant's payroll deductions credited to his or her account
will be paid to such Participant as promptly as practicable after
receipt of notice of withdrawal and such Participant's remaining option
or options for the Offering Period will be automatically terminated,
and no further payroll deductions for the purchase of shares will be
made during the Offering Period. If a Participant withdraws from an
Offering Period, payroll deductions will not resume at the beginning of
the succeeding Offering Period unless the Participant delivers to the
Company a new subscription agreement.
(b) Upon a Participant's ceasing to be an Employee prior to an Exercise
Date for any reason, including retirement or death, or upon termination
of a Participant's employment relationship (as described in Section
2(g)), the payroll deductions credited to such Participant's account
during the Exercise Period but not yet used to exercise the option will
be returned to such Participant or, in the case of his or her death, to
the person or persons entitled thereto under Section 16 of this Plan,
and such Participant's remaining option or options will be
automatically terminated. Such termination shall be deemed a withdrawal
from this Plan.
(c) A Participant's withdrawal from an Offering Period will not have
any effect upon his or her eligibility to participate in any similar
plan which may hereafter be adopted by the Company or in succeeding
Offering Periods which commence after the Participant withdraws.
12. Interest.
No interest shall accrue on or be payable with respect to the payroll
deductions of a Participant in this Plan or any assets held in the
Participant's account.
13. Stock.
(a) The maximum number of Ordinary Shares of the Company's Ordinary
Shares which shall be made available for sale under this Plan shall be
750,000 Ordinary Shares subject to adjustment upon changes in
capitalization of the Company as provided in Section 19 of this Plan.
If on a given Exercise Date the number of Ordinary Shares with respect
to which options are to be exercised exceeds the number of Ordinary
Shares then available under this Plan (after deduction of all Ordinary
Shares for which options have been exercised or are then outstanding),
the Company shall make a pro rata allocation of the Ordinary Shares
remaining available for option grant in as uniform a manner as shall be
practicable and as it shall determined to be equitable. In such event,
the Company shall give written notice of such reduction of the number
of Ordinary Shares subject to the option to each Employee affected
thereby and shall similarly reduce the rate of payroll deductions, if
necessary. Any amounts remaining in an Employee's account which have
not been applied to the purchase of Ordinary Shares pursuant to this
Section 13 shall be refunded on or promptly after the applicable
Exercise Date.
(b) A Participant will have no interest or voting right in Ordinary
Shares covered by his or her option until such option has been
exercised.
(c) Ordinary Shares to be delivered to a Participant under this Plan
will be registered in the name of the Participant or in the name of the
Participant and his or her spouse.
14. Administration.
The Plan shall be administered by the Board or a committee appointed by
the Board. The Board or its committee shall have full and exclusive
discretionary authority to construe, interpret and apply the terms of
this Plan, to determine eligibility and to adjudicate all disputed
claims filed under this Plan. Every finding, decision and determination
made by the Board or its committee shall, to the full extent permitted
by law, be final and binding upon all parties. Members of the Board who
are eligible Employees are permitted to participate in this Plan,
provided that:
(a) Members of the Board who are eligible to participate in this Plan
may not vote on any matter affecting the administration of this Plan or
the grant of any option pursuant to this Plan.
(b) If a committee is established to administer this Plan, no member of
the Board who is eligible to participate in this Plan may be a member
of the committee.
15. Designation of Beneficiary.
(a) A Participant may file a written designation of a beneficiary who
is to receive any shares and cash, if any, from the Participant's
account under this Plan in the event of such Participant's death
subsequent to the end of the Offering Period but prior to delivery to
him or her of such shares and cash. In addition, a Participant may file
a written designation of a beneficiary who is to receive any cash from
the Participant's account under this Plan in the event of such
Participant's death prior to the Exercise Date of the Offering Period.
(b) Such designation of beneficiary may be changed by the Participant
at anytime by written notice. In the event of the death of a
Participant and in the absence of a beneficiary validly designated
under this Plan who is living at the time of such Participant's death,
the Company shall deliver such shares and/or cash to the executor or
administrator of the estate of the Participant, or if no such executor
or administrator has been appointed (to the knowledge of the Company),
the Company, in its discretion, may deliver such shares and/or cash to
the spouse or to any one or more dependents or relatives of the
Participant, or if no spouse, dependent or relative is known to the
Company, then to such other person as the Company may designate.
16. Transferability.
Neither payroll deductions credited to a Participant's account nor any
rights with regard to the exercise of an option or to receive shares
under this Plan may be assigned, transferred, pledged or otherwise
disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section15 hereof) by the Participant.
Any such attempt at assignment, transfer, pledge or other disposition
shall be without effect, except that the Company may treat such act as
an election to withdraw funds from an Offering Period in accordance
with Section 11.
17. Use of Funds.
All payroll deductions received or held by the Company under this Plan
may be used by the Company for any corporate purpose, and the Company
shall not be obligated to segregate such payroll deductions.
18. Reports.
Individual accounts will be maintained for each Participant in this
Plan. Statements of account will be given to participating Employees
annually, which statements will set forth the amounts of payroll
deductions, the per share purchase price, the number of shares
purchased and the remaining cash balance, if any.
19. Adjustments Upon Changes in Capitalization.
Subject to any required action by the shareholders of the Company, (i)
the number of shares of Ordinary Shares covered by each option under
this Plan which has not yet been exercised and the number of shares of
Ordinary Shares which have been authorized for issuance under this Plan
but have not yet been placed under option (collectively, the
"Reserves"), (ii) the price per share of Ordinary Shares covered by
each option under this Plan which has not yet been exercised, (iii) the
maximum number and class of securities purchasable per Participant on
any one Exercise Date, and (iv) the maximum number and class of
securities purchasable in total by all Participants on any one Exercise
Date, shall be proportionately adjusted for any increase or decrease in
the number of issued Ordinary Shares resulting from a stock split,
reverse stock split, stock dividend, combination or reclassification of
the Ordinary Shares, or any other increase or decrease in the number of
shares of Ordinary Shares effected without receipt of any conversion of
any convertible securities of the Company shall not be deemed to have
been "effected without receipt of consideration." Such adjustment shall
be made by the Board, whose determination in that respect shall be
final, binding and conclusive. Except as expressly provided herein, no
issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number
or price of shares of Ordinary Shares subject to an option.
In the event of the proposed dissolution or liquidation of the Company,
the Offering Period will terminate immediately prior to the
consummation of such proposed action, unless otherwise provided by the
Board. In the event a proposed sale of all or substantially all of the
assets of the Company, or the merger of the Company with or into
another corporation, each option under this Plan shall be assumed or an
equivalent option shall be substituted by such successor corporation or
a parent or subsidiary of such successor corporation, unless the Board
determines, in the exercise of its sole discretion and in lieu of such
assumption or substitution, to shorten the Offering Period then in
progress by setting a new Exercise Date (the "New Exercise Date"). If
the Board shortens the Offering Period then in progress in lieu of
assumption or substitution in the event of a merger or sale of assets,
the Board shall notify each Participant in writing, at least thirty
(30) days prior to the New Exercise Date, that the Exercise Date for
his or her option has been changed to the New Exercise Date and that
his or her option has been changed to the New Exercise Date and that
his or her option will be exercised automatically on the New Exercise
Date, unless prior to such date he or she has withdrawn from the
Offering Period as provided in Section 11. For purposes of this
paragraph, an option granted under this Plan shall be deemed to be
assumed if, following the sale of assets or merger the option confers
the right to purchase, for each share of option stock subject to the
option immediately prior to the sale of assets or merger the
consideration (whether stock, cash or other securities or property)
received in the sale of assets or merger by holders of Ordinary Shares
for each share of Ordinary Shares held on the effective date of the
transaction (and if such holders were offered a choice of
consideration, the type of consideration chosen by the holders of a
majority of the outstanding shares of Ordinary Shares); provided,
however, that if such consideration received in the sale of assets or
merger was not solely common stock of the successor corporation or its
parent (as defined in Section 424(e) of the Code), the Board may, with
the consent of the successor corporation and the participant, provide
for the consideration to be received upon exercise of the option to be
solely common stock of the successor corporation or its parent equal in
fair market value to the per share consideration received by holders of
Ordinary Shares in the sale of assets or merger.
The Board may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the reserves, as well as
the price per share of Ordinary Shares covered by each outstanding
option, in the event that the Company effects one or more
reorganizations, recapitalizations, rights offerings or other increases
or reductions of shares of its outstanding Ordinary Shares, and in the
event of the Company being consolidated with or merged into any other
corporation.
20. Amendment or Termination
(a) The Board may at any time and for any reason terminate or amend
this Plan. Except as provided in Section 19, no such termination can
affect options previously granted, provided that an Offering Period may
be terminated by the Board on any Exercise Date if the Board determines
that the termination of this Plan is in the best interests of the
Company and its shareholders. Except as provided in Section 19, no
amendment may make any change in any option theretofore granted which
adversely affects the rights of any Participant. To the extent
necessary to comply with Section 423 of the Code (or any successor rule
or provision or any other applicable law or regulation), the Company
shall obtain shareholder approval in such a manner and to such a degree
as required. In the event that this Plan is not duly approved by the
shareholders of the Company by the end of the first Exercise Period of
the first Offering Period, this Plan shall terminate.
(b) Without shareholder consent and without regard to whether any
Participant rights may be considered to have been "adversely affected,"
the Board (or its committee) shall be entitled to change the Offering
Periods, limit the frequency and/or number of changes in the amount
withheld during an Offering Period, establish the exchange ratio
applicable to amounts withheld in a currency other than U.S. dollars,
permit payroll withholding in excess of the amount designated by a
Participant in order to adjust for delays or mistakes in the Company's
processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and
crediting procedures to ensure that amounts applied toward the purchase
of Ordinary Shares for each Participant properly correspond with
amounts withheld from the Participant's Compensation, and establish
such other limitations or procedures as the Board (or its committee)
determines in its sole discretion advisable which are consistent with
this Plan.
21. Notices.
All notices or other communications by a Participant to the Company
under or in connection with this Plan shall be deemed to have been duly
given when received in the form specified by the Company at the
location, or by the person, designated by the Company for the receipt
thereof.
22. Conditions Upon Issuance of Shares.
Shares shall not be issued with respect to an option unless the
exercise of such option and the issuance and delivery of such shares
pursuant thereto shall comply with all applicable provisions of law,
domestic or foreign, including, without limitation, the Securities Act
of 1933, as amended, the Securities Exchange Act of 1934, as amended,
the rules and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the shares may then be listed, and
shall be further subject to the approval of counsel for the Company
with respect to such compliance.
As a condition to the exercise of an option, the Company may require
the person exercising such option to represent and warrant at the time
of any such exercise that the shares are being purchased only for
investment and without any present intention to sell or distribute such
shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned applicable
provisions of law.
23. Term of Plan.
The Plan shall become effective upon the earlier to occur of its
adoption by the Board or its approval by the shareholders of the
Company. It shall continue for a term of ten (10) years unless sooner
terminated under Section 20.
EXHIBIT A
RADWARE LTD.
1999 EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
Original Application ______________________ Offering
Date:
Decrease in Payroll Deduction Rate
1. __________________________ hereby elects to participate in the Radware
Ltd. 1999 Employee Stock Purchase Plan (the "Stock Purchase Plan") and
subscribes to purchase shares of the Company's Ordinary Shares in
accordance with this Subscription Agreement and the Stock Purchase
Plan.
2. I hereby authorize payroll deductions from each paycheck in the amount
of ___% of my Compensation on each payday (not to be less than 1% and
not to exceed 10%) during the Offering Period in accordance with the
Stock Purchase Plan. (Please note that no fractional percentages are
permitted). Such deductions are to continue for succeeding Offering
Periods under the Stock Purchase Plan until I give written instructions
for a decrease in or termination of such deductions.
3. I understand that said payroll deductions shall be accumulated for the
purchase of shares of Ordinary Shares at the applicable purchase price
determined in accordance with the Stock Purchase Plan. I further
understand that, except as otherwise set forth in the Stock Purchase
Plan, shares will be purchased for me automatically on each Exercise
Date of the Offering Period unless I otherwise withdraw from the Stock
Purchase Plan by giving written notice to the Company for such purpose.
4. Shares purchased for me under the Stock Purchase Plan should be issued
in the name(s) of: ---------------------------------------------------
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5. I acknowledge that, under the Internal Revenue Code, there are special
tax "holding period" rules that govern the tax consequences of buying
and selling shares under the Stock Purchase Plan. I understand that if
I dispose of shares purchased under the Stock Purchase Plan within two
years of the Offering Date (i.e., the first day of the Offering Period)
or within one year of the Exercise Date (i.e., the date the shares are
purchased), I will be treated for federal income tax purposes as having
received ordinary income at the time of the sale equal to the
difference between my purchase price and the market value of the stock
on the Exercise Date. Any amount in excess of that difference will be
treated as capital gain. I hereby agree to notify the Company in
writing within 30 days after the date of any such disposition.
I further understand that if I hold the shares for both the two-year
and one-year holding periods described above, at the time I dispose of
the shares I will be treated for federal income tax purposes as having
received ordinary income in any amount equal only to the lesser of (1)
the difference between my purchase price and the market value of the
stock on the Offering Date or (2) the difference between my purchase
price and the actual sale price for my stock. Any additional gain I
receive on the sale will be treated as capital gain.
6. I have received a copy of the complete "Radware Ltd. 1999 Employee
Stock Purchase Plan." I understand that my participation in the Stock
Purchase Plan is in all respects subject to the terms of the Stock
Purchase Plan.
Employee's Social Security Number: _____________________________________________
Employee's Address: ____________________________________________________________
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I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
Dated:__________________________________________________________________________
Signature of Employee
EXHIBIT B
RADWARE LTD.
1999 EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned Participant in the Offering Period of the Radware Ltd. 1999
Employee Stock Purchase Plan which began on _________ __, [____] (the "Offering
Date") hereby notifies the Company that he or she hereby withdraws from the
Offering Period. He or she hereby directs the Company to pay to the undersigned
as promptly as possible all the payroll deductions credited to his or her
account with respect to such Offering Period. The undersigned understands and
agrees that his or her remaining option or options for such Offering Period will
be automatically terminated. The undersigned understands further that no further
payroll deductions will be made for the purchase of shares in the current
Offering Period and the undersigned shall be eligible to participate in
succeeding Offering Periods only by delivering to the Company a new Subscription
Agreement.
Name and Address of Participant
---------------------------------
---------------------------------
Signature: ______________________
Date: ___________________________
EXHIBIT C
RADWARE LTD.
1999 EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF SALE OR OTHER DISPOSITION
To: RADWARE Ltd.
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Attn:_____________________________
This notice is to inform the Company of sales or other dispositions of stock
acquired under the 1999 Employee Stock Purchase Plan (the "Plan"), so that the
Company can fulfill its tax reporting obligations. This form must be completed
and submitted to the Company whenever you sell stock acquired under the Plan,
even if you no longer are employed by the Company. If you need assistance in
completing this form, contact Ann Sullivan, Human Resources Director.
1. Employee Name:____________________________________________________________
2. Number of Shares Sold or Disposed of:_____________________________________
3. Date(s) these Shares were purchased under the Plan:_______________________
_____________________________________________________________________________
4. Date of Sale or other Disposition:_________________________________________
5. Type of Disposition: Sale __ Gift __ Other (describe) __
6. Stock Price per Share at Sale or Disposition:$_____________________________
7. Amount Received on Sale or Disposition:$__________________________________
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Employee Signature