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RETALIX LTD.

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NOTE 9 – SHAREHOLDERS’ EQUITY (continued):<br />

<strong>RETALIX</strong> <strong>LTD</strong>.<br />

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)<br />

The following table summarizes information about options under the Company’s plans outstanding at December<br />

31, 2005:<br />

Exercise<br />

price<br />

U.S.$<br />

Number of<br />

options<br />

outstanding at<br />

December 31,<br />

2005<br />

F-33<br />

Number of<br />

options<br />

exercisable at<br />

December 31,<br />

2005<br />

Weighted<br />

average<br />

remaining<br />

contractual<br />

life (in<br />

years)<br />

8.75 14,701 4,368 2.33<br />

9.01 80,000 40,000 1.00<br />

10.00 239,316 239,316 2.33<br />

14.88 346,433 346,433 2.33<br />

18.56 909,141 491,049 2.50<br />

21.86 176,556 0 3.00<br />

23.02 239,084 79,695 3.50<br />

23.19 129,767 43,256 2.00<br />

2,134,998 1,244,117<br />

The weighted average exercise price of the total 2,134,998 outstanding options under the Company’s plans as of<br />

December 31, 2005, was $17.63 and the weighted average remaining contractual life of these options as of<br />

December 31, 2005, was 2.5 years.<br />

2) Stock option plan of subsidiaries:<br />

a. On December 4, 2000, a subsidiary’s board of directors approved an employee stock option plan (“the Subsidiary<br />

Plan”). Pursuant to the Subsidiary Plan, 270,000 Ordinary shares, of NIS 0.01 par value, of the subsidiary are<br />

reserved for issuance upon the exercise of 270,000 options to be granted to some of the Company’s and of the<br />

subsidiary’s employees. In addition, within the context of an investment agreement signed on December 31,<br />

2000, an additional 90,000 options to purchase 90,000 shares of NIS 0.01 par value each were granted to the<br />

investor. Virtually all of the above mentioned options except those granted to the investor vest as follows:<br />

33.33% after the first year, another 33.33% after the second year and another 33.33% after the third year, (in<br />

cases where the optionee is an employee of the Company or its subsidiary - provided that the employee is still the<br />

subsidiary’s or the Company’s employee). In addition, all the above options including those granted to the<br />

investor are not exercisable prior to: (1) the consummation of an IPO of the subsidiary’s securities, (2) a merger<br />

of the subsidiary or (3) seven years from the date of grant. The rights conferred by Ordinary shares obtained upon<br />

exercise of the options will be identical to those of the other Ordinary shares of the subsidiary. Any option not<br />

exercised within 10 years of grant date, will expire.

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