1.
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Exhibit 99.1: Notice of 2013 Annual General Meeting of Shareholders, dated August 1, 2013, being mailed to the shareholders of Cimatron on or about August 6, 2013 in connection with the Meeting.
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2.
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Exhibit 99.2: Proxy Statement, dated August 1, 2013, being mailed to the shareholders of Cimatron on or about August 6, 2013 in connection with the Meeting.
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3.
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Exhibit 99.3: Proxy Card being mailed to shareholders of Cimatron on or about August 6, 2013 for use in connection with the Meeting.
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CIMATRON LIMITED
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By:
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/s/ Ilan Erez | |
Name: Ilan Erez | |||
Title: Chief Financial Officer | |||
Exhibit
No.
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Description
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99.1
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Notice of 2013 Annual General Meeting of Shareholders of Cimatron Limited, dated August 1, 2013.
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99.2
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Proxy Statement for 2013 Annual General Meeting of Shareholders of Cimatron Limited, dated August 1, 2013.
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99.3
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Proxy card for 2013 Annual General Meeting of Shareholders of Cimatron Limited.
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1.
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To approve the Company’s Compensation Policy under the requirements of the Israeli Companies Law 5759-1999 (the "Companies Law" or "Law").
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2.
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To appoint four directors to serve on the board of directors of the Company (the “Board of Directors”) in addition to the two external directors of the Company who serve three year terms pursuant to the Companies Law and who are therefore not subject to reelection at this Meeting.
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3.
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To approve director fees to the Company's Chairman, Mr. Yossi Ben Shalom, including the grant of restricted shares of the Company.
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4.
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To approve certain compensation terms of the Company's CEO, Mr. Dan Haran, including an amendment to Mr. Haran’s employment agreement and the grant of restricted shares of the Company.
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5.
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To approve the grant of restricted shares of the Company to the Company's board member and President of Cimatron North America – Mr. William F. Gibbs.
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6.
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To reappoint Brightman Almagor Zohar & Co. a member of Deloitte Touche Tohmatsu International, as the independent auditors of the Company for the year ending December 31, 2013 and until the next annual shareholders' meeting, and to further authorize the Board to fix the remuneration of such auditors based on the volume and nature of their services in accordance with Israeli law, such remuneration and the volume and nature of such services having been previously approved by the Audit Committee of the Board of Directors (the “Audit Committee”).
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7.
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To transact such other business as may properly come before the Meeting or any adjournments of the Meeting.
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Very truly yours,
By Order of the Board of Directors
/s/ Yossi Ben Shalom
Yossi Ben Shalom
Chairman of the Board of Directors
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Name and Address
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Number of Shares Owned
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Percent of Shares
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||||||
Wellington Trust Company, NA (1)
Wellington Management Company, LLP
280 Congress Street
Boston, MA 02210
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1,100,000 | 11.75 | % | |||||
Osmium Partners, LLC (2)
300 Drakes Landing Road, Suite 172, Greenbrae, CA 94904
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763,350 | 8.2 | % | |||||
Invicta Capital Management, LLC (3)
60 East 42nd St,
New York, NY 10165
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500,126 | 5.3 | % | |||||
All directors and executive officers as a group (9 persons)
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* | * |
(1)
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Beneficial ownership information is based on separate Schedules 13G filed by Wellington Trust Company, NA, or Wellington Trust, and Wellington Management Company, LLP, or Wellington Management, with the SEC on April 10, 2013.Wellington Management, in its capacity as investment adviser, may be deemed to beneficially own the ordinary shares that appear next to its name in the above table, which shares are held of record by its clients. Those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, those ordinary shares. No such client is known to have such right or power with respect to more than 5% of our ordinary shares, other than Wellington Trust.
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(2)
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Beneficial ownership information is based on Amendment No. 1 to a Schedule 13G filed by Osmium Partners, LLC with the SEC on February 12, 2013. John H. Lewis serves as the controlling member of Osmium Partners, LLC, a Delaware limited liability company, or Osmium Partners, which serves as the general partner of: (i) Osmium Capital, LP, a Delaware limited partnership, or the Fund; (ii) Osmium Capital II, LP, a Delaware limited partnership, or Fund II; and (iii) Osmium Spartan, LP, a Delaware limited partnership, or Fund III. The Fund, Fund II and Fund III directly hold the ordinary shares reflected as beneficially owned by Osmium Partners in the table above.
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(3)
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Beneficial ownership information is based on a Statement of Beneficial Ownership on Schedule 13G filed by Invicta Capital Management, LLC with the SEC on July 8, 2013. Gregory A. Weaver is the controlling member of Invicta Capital Management, LLC, a New York limited liability company.
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Nominee
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Age
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Principal Occupation
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Yossi Ben Shalom
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58
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Mr. Yossi Ben Shalom is a co-founder of DBSI Investments Ltd. Prior to establishing DBSI Investments, Mr. Ben Shalom served as Executive Vice President and Chief Financial Officer of Koor Industries Ltd. (NYSE:KOR) from 1998 through 2000. Prior to that, he served as Chief Financial Officer of Tadiran Ltd. Mr. Ben Shalom has also been an active director on numerous boards, such as NICE Systems (NASDAQ:NICE), Machteshim Agan, Bank Klali and others. Mr. Ben Shalom holds a bachelor’s degree in economics and a master’s degree in business administration from Tel Aviv University.
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William F. Gibbs
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59
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A member of our Board since January 2008, Mr. Gibbs is the founder of Gibbs System (also known as Gibbs and Associates), the makers of GibbsCAM. He joined our company on January 2, 2008, upon the merger of Gibbs System into our wholly owned subsidiary. Mr. Gibbs worked as a mechanical design engineer from 1972 to 1978. He designed his first CAM system for the Hasbach Co., as their VP of software development from 1978 to 1982. He started Gibbs and Associates as a contract programming service for CNC part programming in 1982, beginning CAM software development for the Macintosh computer in 1984. GibbsCAM, the 2nd generation Gibbs System software, was first released in 1993. Mr. Gibbs holds a Bachelor of Science degree in computer science from the California State University at Northridge California.
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David Golan
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72
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David Golan has been a director on our board since 1992 and is a former chairman of our board. Mr. Golan is currently an independent businessman and a director. Previously he was an executive director in the Binat Group and served on the board of directors of several public and private companies. From May 1998 to September 2000 Mr. Golan was Managing Director in charge of Zeevi Holdings' investments. From March 1997 to May 1998, he was the Chief Executive Officer of Zeevi Holdings Ltd. From 1992 to March 1997, he was Executive Vice President of Zeevi Holdings. Mr. Golan was formerly president of Gal Weisfield Industries Ltd. Mr. Golan holds a bachelors degree in economics and statistic from Hebrew University in Jerusalem and a master's degree in business administration from New York University.
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Dan Haran
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55
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Dan Haran has been our President and Chief Executive Officer since July 2005. Mr. Haran joined Cimatron as Vice President of Marketing and Chief Operating Officer in November 2003 after having been employed by Comverse (NASDAQ:CMVT) where he held several senior management positions, most recently as Chief Operating Officer of the Intelligent Network Division. Prior to Comverse, Mr. Haran managed Medcon Systems, an Israeli-based start-up company. Mr. Haran holds a bachelor of science degree in computer engineering from the Technion, a master of science degree from the Weitzman Institute, and a master of business administration degree from Tel Aviv University.
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__________________________________ | |||
By Order of the Board of Directors
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/s/ Yossi Ben Shalom
Yossi Ben-Shalom
CHAIRMAN OF THE BOARD OF DIRECTORS
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1.
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Background – Purposes, Application and Update
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1.1.
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Amendment No. 20 of the Companies Law, 5759-1999 (the “Companies Law” or the “Law”) was recently approved by the Knesset, setting out for the first time the statutory principles for office holder compensation policies, which every public company / bond company is required to adopt. The compensation policy set out below combines the new provisions of the Law in this regard with the broad-based principles that the board of directors of the Company, following the recommendation of the Compensation Committee, has seen fit to adopt with respect to the compensation of the office holders of the Company. This policy has practical importance with respect to the method of approval of the concrete compensation conditions of any of the office holders of the Company in the future. But it is also important because it reduces to writing, methodically and publicly, the main considerations which the Company believes to be relevant to the question of compensation of office holders and the way in which these must in fact be implemented. The various compensation components are intended to encourage the continued employment of office holders in the Company, and to enable the employment of new office holders from high quality human resources who can contribute to the Company, advance its goals and improve its performances. The inclusion of all of these in a uniform, broad-based policy could also assist with the transparency of the compensation rules in the Company (both within the Company, and externally), and with the coordinating of expectations between the Company and the office holders working for it, and might reduce feelings of unjustified differentiation in compensation between different office holders.
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1.2.
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The policy applies to the compensation conditions of all of the office holders of the Company, i.e.: the Chief Executive Officer, Chief Business Officer, Deputy CEO, Vice CEO, and anyone filling such a post in the Company, even if their title is different, and also a director or manager who reports directly to the Chief Executive Officer. In this policy document, “compensation conditions” shall mean: the terms of office or employment of an office holder, including provision of an exemption, insuring, undertaking to indemnify or providing indemnification, retirement grant (grant, payment, remuneration, compensation or any other benefit given to an officer in connection with termination of his/her role at the Company), and any benefit, other payment or undertaking to make such a payment which may be granted due to such office or employment as aforesaid.
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1.3.
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Naturally, the compensation policy must be reviewed from time to time, either due to substantial changes in the Company, its size, nature and the areas of its operations, the mixture of risks in the Company, its operating markets, etc., or due to substantial changes in the macro-economic environment and in acceptable conditions in Israel with respect to the compensation of office holders. The Compensation Committee and the Board of Directors shall review the policy in full once every three years, in accordance with the requirements of the Law.
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1.4.
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For the avoidance of doubt it is clarified that this policy document does not give rise to any legal rights whatsoever in the hands of any office holder whatsoever, present or future, vis-à-vis the Company, and that the rights and obligations of every office holder have been or will be set, as the case may be, in the contract between him/her and the Company (the conditions of which might be substantially different from the policy lines contained in this document), or mandatory law if applicable to them.
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2.
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Overarching Considerations
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2.1.
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The compensation policy is set by the Board of Directors, and the concrete compensation to any office holder considered by the Company will be set on the basis of the following overarching considerations:
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·
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Advancement of the purposes of the Company, its work plans and policy, subject to a long-term vision;
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·
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The creation of incentives appropriate to the office holders;
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·
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The office holder's contribution to the achievement of the Company's goals and to the bearing of its profits, all under a long-term vision and in accordance with the office holder's role (with respect to variable compensation components).
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2.2.
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The compensation policy takes into account, and each concrete compensation shall also take into account, the size of the Company, its resources and its modus operandi, including for the purpose of setting a reference group for the conditions of compensation to its senior executives.
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2.3.
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Other relevant data when setting compensation:
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·
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the education, skills, expertise, professional experience and achievements of the candidate for office or the acting office holder.
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·
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The role, areas of responsibility and previous agreements with the office holder (to the extent that the office holder is not a new office holder).
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·
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Relationship with other employees of the Company – the Compensation Committee shall be presented with data regarding the average salary and the median salary of employees of the Company, and contract employees hired by the Company, the relevance of such to the compensation conditions being submitted for approval and the impact of any discrepancies between such conditions of office and the conditions of the average and median salaries in the Company shall also be examined. The aforesaid data shall be updated as at not more than six months after the date of approval of the office terms.
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A-2
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3.
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Total Compensations Package
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3.1.
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The compensations package to office holders shall include three main components: on-going salary (and auxiliary components), annual grants, and long-term capital compensation (by way of allotment of securities or mechanisms tracking securities). Medium-term compensation and mainly, long-term compensation, are intended to align the office holder's interests with those of the Company
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3.2.
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The discussion of any compensation component (even if such is brought up for separate discussion), shall take into account the entire compensation package, and its total cost.
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3.3.
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When discussing any compensation component, all of the implications of it shall be examined, i.e.: the economic, accounting and taxation implications of it, as well as the intra-organizational, commercial implications, including any impact on other employees of the Company.
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3.4.
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When discussing any compensation component, the entire potential accounting and cash flow cost of it (including in the event of capital compensation) shall be examined. The potential costs in various realistic scenarios should be examined.
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3.5.
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The ratio between the three main compensation components:
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·
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the maximum sum of the annual grant shall not be greater than: 200% of the cost of then-current annual salary and the auxiliary components thereto.
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·
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The economic value of the securities allotted as long-term capital compensation (in accordance with the appraisal method used in order to draft the financial statements of the Company), divided by the number of vesting years (“annual economic value”) plus such annual economic value of securities allotted and which have not yet fully vested, shall not be greater than 200% of the cost of then-current annual salary and the auxiliary components thereto.
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4.
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On-Going Salary and Auxiliary Components
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4.1.
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On-going salary and auxiliary conditions of office holders shall be determined, taking into account: A. the field in which the Company operates, B. in comparison with Israeli companies of a similar size with global operations and structure of a similar magnitude, whether listed for trading in Israel or overseas, or not, C. the skills and expertise of the office holders.
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4.2.
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The Compensation Committee shall be entitled to review salary updates once a year.
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A-3
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4.3.
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Auxiliary benefits to salary:
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·
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Pension fund or managers insurance policy at a cost of up to 13.3% (including severance pay component) of gross salary,
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·
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Loss of capacity to work at a cost of up to 2.5% of gross salary,
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·
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Education fund at a cost of up to 7.5% of gross salary,
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·
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Vacation and convalescence in accordance with the law or as is customary in the Company for all employees,
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·
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A car of the kind customary in Israel for persons of similar rank,
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·
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Cellular telephone,
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·
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Gifts at holidays, as is customary for all employees of the Company.
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·
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Components for which the Company may gross up tax: medical insurance for the employee.
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·
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For office holders outside of Israel, auxiliary conditions shall be as is customary in the industry and in accordance with the requirements of the law.
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·
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Other benefits may be approved by the Compensation Committee, subject to complying with the general terms of this policy.
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5.
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Annual Grants – Goal and Performance Dependant Variable Compensation
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5.1.
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An annual grant shall be paid not later than one month after publication of the annual financial statements for the year in respect of which the grant is being paid.
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5.2.
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The annual grant shall be calculated based on meeting measurable goals and/or parameters prescribed for the office holder and the business unit that he/she is responsible for, and in accordance with the discretion of the Compensation Committee and the Board of Directors which shall convene to discuss the annual grants on the basis of the annual financial statements of the Company (or on the basis of a draft thereof).
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5.3.
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The quantitative targets themselves shall be determined with the aim of optimally increasing the office holder's motivation, i.e., so that such are not too low (so that the employee will be satisfied after meeting a relatively low target) or too high (so that the employee thinks that the goals are not realistic in any event).
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5.4.
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The goals and the grant formula: These shall be determined on the basis of the Company's ongoing operations, and shall take into account goals such as the Company's net profit (GAAP or Non-GAAP, and for adjustments from GAAP to Non-GAAP, the Compensation Committee may seek the advice of the Company's external auditors), and the contribution to the consolidated profit by the business unit for which the office holder is responsible, and/or an increase / decrease in these parameters from one year to the next, whilst the impact of one-time events and those which are not under the control of management of the Company will be determined by the Compensation Committee.
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A-4
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5.5.
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The annual grant components are based in full (100%) on compliance with the goals and/or parameters of the Company and/or the business unit which the relevant office holder is responsible for.
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5.6.
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The Compensation Committee and the Board of Directors shall have the power to reduce the sum of the grant calculated in accordance with the Company's goals and personal goals in special circumstances, subject to applicable law and then existing individual contracts or agreements.
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5.7.
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The Company's goals and the goals of the business unit for which the office holder is responsible shall take into account components such as the operational and financial parameters of the Company and/or the business unit for which the office holder is responsible, including the Company's net profit (GAAP or Non-GAAP) and/or the contribution of the business unit to the consolidated profit of the Company.
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5.8.
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The office holder shall reimburse the Company such sums as are paid to him/her as part of the terms of his/her office and employment at the Company, if paid on the basis of data which turn out to be misleading and to have been restated in the financial statements of the Company. The Compensation Committee shall be entitled to determine the sums and conditions of such compensation.
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5.9.
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The office holders shall be entitled to a pro rata grant upon termination of employment (except in the case of dismissal in circumstances in which the employee is denied entitlement to severance pay).
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5.10.
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In addition, the Office Holders of the Company may be granted to a special bonus upon the occurrence of an extraordinary event, for example sale of activity of the Company, such special bonus shall be subject to approval as set by the Companies Law.
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6.
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Long-Term Capital Compensation
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6.1.
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The grant of compensation in securities will be examined from time to time by the Compensation Committee in accordance with the commercial circumstances of the Company and upon the occurrence of special events (such as Company offerings or extraordinary transactions).
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6.2.
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In the event that a new office holder joins the Company, the grant of compensation in securities on conditions similar to those under which the last grant was made, will be considered.
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A-5
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6.3.
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Upon grant of compensation in securities, apart from taking into account the economic value thereof, the rate of dilution stemming from the issuance of the securities will also be taken into account.
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6.4.
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When discussing the grant of compensation in securities, the economic value of securities previously issued, the full vesting period of which has not yet been completed, will also be taken into account.
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6.5.
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The vesting period of the securities shall be between 3 and 5 years after the date of the grant, vesting to take place linearly over the entire vesting period.
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6.6.
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The exercise price of options to purchase shares shall not be lower than the average price of such shares on the Stock Exchange during the 30 trading days preceding the date of approval by the Board of Directors.
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6.7.
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The Board of Directors of the Company and the Compensation Committee shall have the authority to decide, in the case of any issuance, whether to include full or partial acceleration of vesting in the event of a change in control for such grant.
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7.
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Term of Agreement and Conditions of Retirement
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7.1.
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The term of the employment agreement shall be no greater than three years, or shall be indefinite, with a possibility of termination by the Company for no cause upon notice of not more than 6 months.
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7.2.
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In the case of retirement not under circumstances that give the Company the right to deny the office holder severance pay, he/she shall be given the following rights:
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A-6
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7.3.
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Following termination of the office of the office holder, while it is not the Company's policy, the Compensation Committee and the Board of Directors may discuss the possibility of awarding a retirement grant (which shall be in addition to the sums set out above), taking into account the following factors: The duration of employment, terms of employment, the Company's performances during such period; the office holder's contribution to achievement of the Company's goals and to the making of its profits; and the circumstances of retirement. The sum of the retirement grant as aforesaid shall not be greater than the sum of 12 monthly salaries.
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8.
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Insurance, Indemnity and Exemption from Liability
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8.1.
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The application of terms of insurance, indemnity and exemption from liability to office holders shall be broad-based and uniform for all of the office holders (directors and office holders).
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8.2.
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The Company's policy shall be to give an indemnification undertaking to all of the directors and executive office holders of the Company upon taking office, and that the sum of such indemnification shall be within the usual limits, taking into account the size of the Company, its market value, and the nature of its operations. The indemnification limits shall be reviewed once every three years.
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8.3.
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The Company's policy shall be to purchase office holder insurance, under acceptable coverage limits taking into account the size of the Company, its market value and the nature of its operations. The coverage limits shall be reviewed once every three years.
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9.
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The compensation paid to directors, in their capacity as such (whether in cash or equity) shall be determined, taking into account: A. the field in which the Company operates, B. in comparison with Israeli companies of a similar size with global operations and structure of a similar magnitude, whether listed for trading in Israel or overseas, or not, C. the contribution and active involvement in the business of the Company. Such compensation may be paid to the director or to a company controlled by such director.
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10.
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A non-substantial change to existing contracts or agreements shall be deemed to be a change that is not greater than 10% of the cost of the total annual salary of the office holder.
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A-7
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Cimatron Ltd.
11 Gush Etzion Street
Givat Shmuel
ISRAEL
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VOTE BY MAIL
Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to Cimatron Ltd., 11 Gush Etzion Street, Givat Shmuel, Israel, attn: CFO.
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For
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Against
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Abstain
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||
1.
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RESOLVED, to approve the Cimatron Compensation Policy in the form presented to the shareholders and attached to the Notice and Proxy Statement as Annex A.
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£
|
£
|
£
|
2.
|
RESOLVED, to approve the appointment of Yossi Ben Shalom as director of the Company until the next annual general meeting of the Company and until his respective successor is duly elected.
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£
|
£
|
£
|
3.
|
RESOLVED, to approve the appointment of William F. Gibbs as director of the Company until the next annual general meeting of the Company and until his respective successor is duly elected.
|
£
|
£
|
£
|
4.
|
RESOLVED, to approve the appointment of David Golan as director of the Company until the next annual general meeting of the Company and until his respective successor is duly elected.
|
£
|
£
|
£
|
5.
|
RESOLVED, to approve the appointment of Dan Haran as director of the Company until the next annual general meeting of the Company and until his respective successor is duly elected.
|
£
|
£
|
£
|
6.
|
RESOLVED, that the compensation of Mr. Yossi Ben Shalom, as a director of the Company, be and is hereby approved as follows: (a) an annual fee of approximately $9,300 and a fee of approximately $470 per meeting of the Board of Directors and any committee thereof, exclusive of reimbursement of any expenses for attending such meetings, which amounts are linked to the Israeli consumer price index, and (b) the grant of 48,000 Ordinary Shares of the Company, in consideration for a purchase price of NIS 0.10 per share, subject to a reverse vesting schedule of 3 years, such that the Company's right to repurchase the shares for no consideration, shall lapse with respect to 33.33% on the first anniversary from the date of grant and thereafter each quarter of continues engagement as a member of the Board, 8.3325% of the restricted shares shall be released from the Company's repurchase right.
|
£
|
£
|
£
|
7.
|
RESOLVED, to approve (a) the execution and delivery of an amendment to the employment agreement, by and between the Company and the Company's President and Chief Executive Officer, Dan Haran, with respect to Mr. Haran’s annual bonus, in the form presented to the shareholders and attached to the Notice and Proxy Statement as Annex B, and (b) the grant of 72,000 Ordinary Shares of the Company to Dan Haran, in consideration for a purchase price of NIS 0.10 per share, subject to a reverse vesting schedule of 3 years, such that the Company's right to repurchase the shares for no consideration, shall lapse with respect to 33.33% on the first anniversary from the date of grant and thereafter each quarter of continued engagement as the CEO of the Company, 8.3325% of the restricted shares shall be released from the Company's repurchase right.
|
£
|
£
|
£
|
8.
|
RESOLVED, to approve the grant of 30,000 Ordinary Shares of the Company to William F. Gibbs, in consideration for a purchase price of NIS 0.10 per share, subject to a reverse vesting schedule of 3 years, such that the Company's right to repurchase the shares for no consideration, shall lapse with respect to 33.33% on the first anniversary from the date of grant and thereafter each quarter of continued engagement as an employee of the Company or its subsidiaries, 8.3325% of the restricted shares shall be released from the Company's repurchase right.
|
£
|
£
|
£
|
9.
|
RESOLVED that the re-appointment of Brightman Almagor Zohar & Co. (a member of Deloitte Touche Tohmatsu International) as the independent public accountant of the Company for the year ending December 31, 2013 and until the next annual shareholders meeting, and the authorization of the Board of Directors to fix the remuneration of such auditors in accordance with the volume and nature of their services, is hereby approved, such remuneration and the volume and nature of such services having been previously approved by the Audit Committee.
|
£
|
£
|
£
|
* By voting via this proxy card, the undersigned hereby certifies that the undersigned has no “personal interest” (as defined in the Israeli Companies Law) in Proposals 1 and 7. See pages 5-6 of the Proxy Statement for more information.
In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the Meeting or any adjournment or postponement thereof.
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Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |