CERAGON NETWORKS LTD.
(Translation of registrant’s name into English)
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24 Raoul Wallenberg Street, Tel Aviv 69719, Israel
(Address of principal executive offices)
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Form 20-F x Form 40-F o |
Yes o No x |
CERAGON NETWORKS LTD.
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Date: June 16, 2015
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By:
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/s/ Nisan Ben Hamo | |
Name: Nisan Ben Hamo | |||
Title: VP and General Counsel
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Exhibit Description
Exhibit A – Notice of 2015 Annual General Meeting of Shareholders, Proxy Statement and Proxy Card
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(A)
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To re-elect Zohar Zisapel and Yael Langer to serve on the Board of Directors of the Company and to approve the grant of options to Zohar Zisapel and Yael Langer, in consideration for their service as directors;
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(B)
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To elect Shlomo Liran to serve on the Board of Directors of the Company and to approve grant of options and cash remuneration to Shlomo Liran, in consideration for his service as director;
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(C)
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To re-elect Yair Orgler and Avi Patir to serve on the Board of Directors of the Company as external directors, and to approve cash remuneration and grant of options to each of the external directors;
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(D)
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To approve amendments to the Company's Executive & Directors Compensation Policy;
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(E)
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To approve the grant of cash bonus and equity compensation to our Chief Executive Officer for 2015;
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(F)
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To re-appoint Kost Forer Gabbay & Kasierer, a Member of Ernst & Young Global, as the Company’s independent auditor until immediately following the next annual general meeting of shareholders; and
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(G)
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To receive and consider the auditor’s report and the audited consolidated financial statements for the year ended December 31, 2014.
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ZOHAR ZISAPEL
Chairman of the Board of Directors
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IRA PALTI
President and Chief Executive Officer
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Name
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Number
of Ordinary Shares
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Percentage of
Outstanding
Ordinary Shares(1)
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||||||
Zohar Zisapel (2)
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6,960,399 | 13.3 | % |
(1)
(2)
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Based on 77,157,473 ordinary shares issued and outstanding as of March 31, 2015.
Zohar Zisapel’s address is 24 Raoul Wallenberg St., Tel Aviv 69719, Israel. The ordinary shares held by Zohar Zisapel include 10,717 shares held by RAD Data Communications Ltd., of which Mr. Zisapel is a principal shareholder and a director.
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·
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To Zohar Zisapel, Chairman of the Board of Directors, options to purchase 150,000 Ordinary Shares, one-third of which shall be granted on the date of the Meeting and additional one third of which shall be granted upon the first and second anniversary of the Meeting (i.e., 50,000 options shall be granted on August 4 of each of the years 2015, 2016 and 2017), provided he is still a director of the Company at the time of grant. The Compensation Committee and Board are of the opinion that, it would be appropriate to compensate Mr. Zisapel with the grant of an increased number of options in comparison to the number of options granted to the other members of the Board of Directors taking into account, among others, the considerable amount of time required from him in order to fulfill his Board activities as a Chairman and his contribution to the Company's success. The value of the equity grant to Mr. Zisapel equals, at the date of this Proxy Statement, approximately $94,825. Such grant of options is in line with the Compensation Policy, according to which, the Chairman of the Board of Directors of the Company is entitled to receive an annual equity based compensation of up to 3 times the annual equity based compensation of the other directors (see below).
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·
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To Yael Langer, a director of the Company, options to purchase 50,000 Ordinary Shares, one-third of which shall be granted on the date of the Meeting and additional one third of which shall be granted upon the first and second anniversary of the Meeting (i.e., 16,667 options shall be granted on August 4, 2015, 16,667 options shall be granted on August 4, 2016 and the remaining 16,666 options shall be granted on August 4, 2017), provided she is still a director of the Company at the time of grant. Such grant of options is in line with the Compensation Policy, according to which, each of the Company's non-executive directors is entitled to receive equal annual equity based compensation, which value shall not exceed USD 150,000. The value of the equity grant to Ms. Langer equals, at the date of this Proxy Statement, approximately $31,608.
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·
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To Shlomo Liran, a director of the Company, options to purchase 50,000 Ordinary Shares, one-third of which shall be granted on the date of the Meeting and additional one third of which shall be granted upon the first and second anniversary of the Meeting (i.e., 16,667 options shall be granted on August 4, 2015, 16,667 options shall be granted on August 4, 2016 and the remaining 16,666 options shall be granted on August 4, 2017), provided he is still a director of the Company at the time of grant. Such grant of options is in line with the Compensation Policy, according to which, each of the Company's non-executive directors is entitled to receive equal annual equity based compensation, which value shall not exceed USD 150,000. The value of the equity grant to Mr. Liran equals, at the date of this Proxy Statement, approximately $31,608.
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1
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The term "Office Holder" as defined in the Companies Law includes a general manager, chief executive officer, executive vise president, vice president, and any other person fulfilling or assuming any of the forgoing positions without regard to such persons' title, as well as a director or a manager directly subordinated to the general manager or the chief executive officer.
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1.
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Section 6.4.4 – it is proposed to adjust the mechanism and cap referring to the annual bonus actually paid to an executive, by way of creating a two-step cap (setting both a cap upon the target bonus and the actual payment), instead of the existing single cap that is set upon the maximum actual bonus payment; under Section 6.4.4 of the Amended Policy, the annual On Target Cash Plan (the yearly target designed for the payment of a bonus for the achievement of up to 100% of each executive's annual performance objectives) can be up to 100% of the executive's annual base salary, while under Section 6.4.5 of the Amended Policy, the annual Cash Plan actual payment for any given year, including a component for over-achievement (which allows for a bonus that exceeds the On Target Cash Plan payment when an executive exceeds his set annual performance objectives), shall be as determined by our Board of Directors, but in any event shall not exceed 250% of such executive's On Target Cash Plan. This amendment is consistent with the Company's existing approach according to which the Compensation Committee and Board of Directors usually set the On Target Cash Plan for each of the executives below the maximum On Target Cash Plan allowed under the Amended Policy (100% of the annual base), but allows the scale of payment, according to which it compensates its executives for over achievement, to be more flexible.
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2.
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Sections 7.2 and 7.3 – it is proposed to amend the Separation Package mechanism by amending section 7.2 and deleting section 7.3, so that the maximum Separation Package of an executive shall not exceed 18 monthly salaries (excluding any vesting of unvested equity pursuant a double trigger acceleration mechanism, if applicable). This amendment is intended to provide the Company and its shareholders with more clarity and certainty with respect to the amounts which may be paid to a departing executive, and in the opinion of the Compensation Committee and Board of Director, such cap is reasonable and efficient and also reduces the maximum possible payment of separation packages in comparison to the existing mechanism set under Sections 7.2 and 7.3 of the original Compensation Policy.
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(A)
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Three financial measurable targets- (i) non-GAAP net income, weighing 60% of the On Target Bonus; (ii) GAAP net income, weighing 10% of the On Target Bonus; and (iii) Company's DSO, weighting 10% of the On Target Bonus. These three targets are to be determined based on the Company’s 2015 annual business targets (together: “Measurable Targets”); Following the end of the calendar year, the actual achievements of the Company for 2015 shall be measured against the Measurable Targets, so that the average score of the results shall set the part of the bonus comprised of the Measurable Targets (the "CEO Measurable Achievement"), as follows: (i) Achievement of 100% of the CEO Measurable Achievement, will entitle 100% payment for the Measurable Targets; and (ii) Achievement above 100% of the CEO Measurable Achievement will increase the cash bonus for the Measurable Targets on a linear basis; and
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(B)
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A non-measurable target comprised of personal performance criteria, as shall be pre-determined by our Compensation Committee and Board of Directors, which shall be assigned a 20% weight.
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Services Rendered
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Fees
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Audit (1)
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$ | 690,000 | ||
Tax (2)
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87,000 | |||
Other Services(3)
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75,000 | |||
Total(4)
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$ | 852,000 |
(1)
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Audit fees consist of fees and expenses related to the fiscal year audit and interim reviews, as well as services in connection with statutory and regulatory filings or engagements, including services that generally only the independent accountant can reasonably provide.
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(3)
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Other Services are transaction advisory services, mainly assistance with the consolidation of the new ERP system.
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“RESOLVED, to re-appoint Kost Forer Gabbay & Kasierer, a Member firm of Ernst & Young Global, as the independent auditor of the Company until immediately following the date of the Annual General Meeting in 2016.”
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ZOHAR ZISAPEL
Chairman of the Board of Directors
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IRA PALTI
President and Chief Executive Officer
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I.
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Overview
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1.
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Definitions
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Company
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CERGAON NETWORKS LTD.
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Law
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The Israeli Companies Law 5759-1999 and any regulations promulgated under it, as amended from time to time.
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Amendment 20
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Amendment to the Law which was entered into effect on December 12, 2012.
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Compensation Committee
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A committee appointed in accordance with section 118A of the Law.
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Office Holder
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Director, CEO, Executive-Vice-President, any personfilling any of these positions in a company even if he holds adifferent title, and any other excutive directly subordinate to the CEO, all as defined in section 1 of the Law.
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Executive
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Office Holder, exculding a director.
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Terms of Office and Employment
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Terms of office or employment of an Executive or a Director, including the grant of an exemption, anundertaking to indemnify, indemnification or insurance, separation package, and any other benefit, payment or undertaking to provide such payment, granted in light of such office or employment, all as defined in section 1 of the Law.
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Total Cash Compensation
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The total annual cash compensation of an Executive, which shall include the total amount of: (i) the annual base salary; and (ii) the On Target Cash Plan.
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Equity Value
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The value of the total annual Equity Based Components, valued using the same methodology utilized in each annual financial statement of the Company.
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Total Compesation
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The Total Cash Compensation and Equity Value.
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2.
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Global Strategy Guidelines
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2.1.
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Our Company is a global backhaul wireless company operating in a competitive global market. Our solutions are deployed by more than 430 service providers in over 130 countries.
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2.2.
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Our vision and business strategy is directed towards growth, profitability, innovation, success in future goals, all with a long term perspective.
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2.3.
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The Company’s success in fulfilling its long term vision and strategy is much reliant on the excellence of its people through all levels. Thus, we believe that the Company’s ability to achieve its goals requires us to recruit, motivate and retain a leadership team comprised oif high quality and experienced Executives leadership team and directors.
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2.4.
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Therefore, we believe in creating a comprehensive compensation policy for our Office Holders (the "Policy") which shall enable us to attract and retain highly qualified Executives. Moreover, the Policy shall motivate our Executives to achieve ongoing targeted results aligned with our business strategy, in addition to a high level of business performance in the long term, all, without encouraging excessive risk taking.
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2.5.
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The Policy is designed to offer our Executives a compensation package that is competitive with other peer group companies. Moreover, the Policy is intended to align between the importance of incentivizing Executives to reach personal targets and the need to assure that the overall compensation meets our Company's long term strategic performance and financial objectives. The policy provides our Compensation Committee and our Board of Directors with adequate measures and flexibility, to tailor each of our Executive's compensation package based, among others, on geography, tasks, role, seniority, and capability.
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2.6.
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The Policy is tailored to ensure a compensation which balances performance targets and time horizons through rewarding business results, long-term performance and strategic decisions.
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1.1
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2.7.
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The Policy shall provide the Board of Directors with guidelines for exercising discretion under the Company’s equity plans.
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1.2
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2.8.
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The Policy is guided by the principles set forth by Amendment 20 and the Law.
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2 3.
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Principles of the Policy
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2.1
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3.1.
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The Policy shall guide the Company’s management, Compensation Committee and Board of Directors with regard to the Office Holders' compensation.
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2.2
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3.2.
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The Policy shall be reviewed from time to time by the Compensation Committee and the Board of Directors, to ensure its compliance with applicable laws and regulations as well as market practices, and its conformity with the Company’s targets and strategy. As part of this review, the Board of Directors will analyze the appropriateness of the Policy in advancing achievement of its goals, considering the implementation of the Policy by the Company during previous years.
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2.3
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3.3.
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Any proposed amendment to the Policy shall be brought up to the approval of the Shareholders of the Company and the Policy as a whole shall be re-approved by the Shareholders of the Company at least once every three years, or as otherwise required by Law.
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2.4
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3.4.
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The approval procedures of Terms of Office and Employment as well as back-up data upon which the approvals are based shall be documented in detail and such documentation shall be kept in the Company’s offices for at least seven years following approval.
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2.5
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3.5.
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The compensation of each Office Holder shall be subject to mandatory or customary deductions and withholdings, in accordance with the applicable local laws.
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II.
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Executive Compensation
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1.
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When examining and approving Executives’ Terms of Office and Employment, the Compensation Committee and Board members shall review the following factors and shall include them in their considerations and reasoning:
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1.1.
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Executive’s education, skills, expertise, professional experience and specific achievements.
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1.2.
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Executive’s role and scope of responsibilities in accordance with the location in which such Executive is placed.
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1.3.
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Executive’s previous compensation.
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1.4.
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The Company’s performance and general market conditions.
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1.5.
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The ratio between the cost of an Executives' compensation, including all components of the Executives' Terms of Office and Employment, and the cost of salary of the Company’s employees, in particular with regard to the average and median ratios, and the effect of such ratio on work relations inside the Company, as defined by the Law.
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1.6.
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Comparative information, as applicable, as to former Executives in the same position or similar positions, as to other positions with similar scopes of responsibilities inside the Company, and as to Executives in peer companies globally spread. The peer group shall include not less than 10 worldwide and local companies similar in parameters such as total revenues, market cap, industry and number of employees. The comparative information, as applicable, shall address the base salary, target cash incentives and equity and will rely, as much as possible, on reputable industry surveys.
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2.
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The compensation of each Executive shall be composed of, some or all, of the following components:
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i.
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Fixed components, which shall include, among others: base salary and benefits as may be customary under local customs.
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ii.
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Variable components, which may include: cash incentives and equity based compensation.
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iii.
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Separation package;
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iv.
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Directors & Officers (D&O) Insurance, indemnification; and
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v.
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Other components, which may include : change in control payment, sign-on bonus relocation expensesbenefits, leave of absence, special bonus, etc.
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3.
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Our philosophy is that our Executives’ compensation mix shall be comprised of, some or all, of the following components: annual base salary, performance-based cash incentives and long-term equity based compensation, all in accordance with the position and responsibilities of each Executive, and taking into account the purposes of each component, as presented in the following table:
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Compensation Component
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Purpose
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Compensation Objective Achieved
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Annual base salary
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Provide annual cash income based on the level of responsibility, individual qualities, past performance inside the Company, past experience inside and outside the Company and comparative information.
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• Individual role, scope and capability based compensation
• Market competitiveness in attracting Executives.
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Performance-based cash
incentive compensation
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Motivate and incentivize individual towards reaching Company, department and individual's periodical and long-term goals and targets.
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• Reward periodical accomplishments
• Align Executive’ objectives with Company, department and individual's objectives
• Market competitiveness in attracting Executives
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Long-term equity-based
Compensation
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Align the interests of the individual with the Shareholders of the Company, by creating a correlation between the Company’s success and the value of the individual holdings
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• Company performance based compensation
• Reward long-term objectives
• Align individual's objectives with shareholders’ objectives
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4.
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The compensation package shall be reviewed with each Executive at least once a year, or as may be required from time to time.
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5.
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Fixed compensation
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5.1.
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Our Compensation Committee and Board of Directors shall determine, from time to time, the target percentile, and/or range of precentiles, that our Executives' base salary shall meet, with respect to the peer group companies as aforesaid.
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5.2.
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The base salary is intended to provide annual cash income based on the level of responsibility, individual qualities, past performance inside the Company, and past experience inside and outside the Company.
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5.3.
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The value of the annual base salary in the compensation of each of our Executives shall be designed, not to be more than 66 % of such Executive's Total Compensation.
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5.4.
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Benefits granted to Executives shall include any mandatory benefit under applicable law, as well as:
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5.4.1.
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Pension plan/ Executive insurance as customary in each territory.
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5.4.2.
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Benefits which may be offered as part of the general employee benefits package, such as in Israel: Private medical insurance, disability and life insurance, transportation (including Company car, a Company's leased car or transportation allowance), communication & media, Israeli education fund, etc. in accordance with the local practice of the Company.
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5.4.3.
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An Executive will be entitled to sick days and other special vacation days (such as recreation days), in accordance with local standards and practices.
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5.4.4.
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An Executive may be entitled to vacation days (or redemption thereof), in correlation with the Executive’s seniority and position in the Company (generaly up to 25 28 days annualy), subject to the minimum vacation days requirements per country of employmentas well as the local national holidays.
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5.4.5.
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Additional benefits, which their aggregate value for each of our Executives shall not exceed 15% of such Executive's annual base salary (excluding with respect to relocation).
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6.
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Variable Components
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6.1.
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When determining the variable components as part of an Executive's compensation package, the contribution of the Executive to the achievement of the Company’s goals, revenues, profitability and other key performance indicators ("KPIs") shall be considered, taking into account Company and department’s long term perspective and the Executive’s position.
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6.2.
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Variable compensation components shall be comprised of cash components which shall be mostly based on measurable criteria and on equity components, all taking into consideration periodical and a long term perspective.
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6.3.
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The Board of Directors shall have the absolute discretion to reduce or cancel any cash incentive.
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6.4.
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Variable Cash Incentive Plan
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6.4.1.
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The cash incentive compensation are cash payments to the Executives that vary based on the Company and department’s performance and on the Executives individual performance and contribution to the Company.
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6.4.2.
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For each calendar year, our Compensation Committee and Board of Directors shall adopt a Cash Incentive Plan which will set forth for each Executive targets which form such Executive's on target Cash payment (which shall be referred to as the “On Target Cash Plan”) and the rules or formula for calculation of the On Target Cash Plan payment once actual achievements are known.
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6.4.3.
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The Compensation committee and Board of Directors may include in the On Target Cash Plan predetermined thresholds, caps, multipliers, accelerators and deccelerators to corelate an Executive’s On Target Cash Plan payments with actual achievements.
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6.4.4.
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The annual On Target Cash Plan actual payment for each Executive in a given year shall be capped as determined by our Board of Directors, but in no event shall exceed 200% of such Executive's annual base salary.
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6.4.4.
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The annual On Target Cash Plan of each Executive shall be calculated as a percentage of such Executive’s annual base salary, which shall not exceed 100% for each Executive.
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6.4.5.
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The annual Cash Plan actual payment for each Executive in a given year shall be capped as determined by our Board of Directors, but in no event shall exceed 250% of such Executive's On Target Cash Plan.
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6.4.6.
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At least 80% of the targets shall be measurable. Such targets may include, among others, one or more of the following as may be relevant, with respect to the Executive:
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·
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Company/ Region Net Profit
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·
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Company/ Region Net Income
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·
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Company/ Region Revenues
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·
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Company/ Region Operating Income
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·
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Pre-tax profits above previous fiscal year
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·
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Company/ Region Bookings
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·
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Collection
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·
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Customer satisfaction ("CSAT")
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·
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Cash flow
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·
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KPIs
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·
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EPS
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6.4.6.1.
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The targets, as well as their weight, shall be determined in accordance with the Executive’s position, the Executive’s individual role, and the Company’s and department’s long term and short term targets. The targets shall include one or more financial targets on a Company and/or region level weighing together, at least 50% of the On Target Cash Plan (The Compensation committee and Board of Directors may, under special circumstances, determine that the financial targets with respect to a certain executive shall be derived, to the extent it is financially measurable, from a specific material transaction or activity).
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6.4.6.2.
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With respect to an Executive managing a department / region - at least 20% of the On Target Cash Plan shall be measurable target based on a department / region level.
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6.4.7.
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Up to 20% of the targets shall be based on non-measurable criteria. If and to the extent permissible pursuant to the Law, with respect to all Executives except our CEO, our Compensation Committee and our Board of Directors may increase the portion of targets that are based on non-measurable criteria above the rate of 20%, up to the maximum portion permissible pursuant to the Law, but not to more than 50%. Such non-measurable criteria will be concluded, among others, by assessing the Executive's performance during the year, the contribution of the Executive to the achievement of the Company's goals, evaluation of the Executive by the CEO/Board of Directors, as relevant.
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6.4.8.
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The Board of Directors shall be authorized, under circumstances it deems exceptional, when the Company's targets are amended during a particular year, to determine whether, and in which manner, such amendment shall apply to the On Target Cash Plan.
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6.4.9.
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The Board of Directors shall annually determine a threshold(s) with respect to the Company’s targets under which no On Target Cash Plan payments shall be distributed.
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6.4.10.
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Adjustment to the Company and/or department targets may be made, when applicable, following major acquisitions, divesture, organizational changes or material change in the business environment.
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6.5.
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Change In Control Cash Payment
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6.6.
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The Company shall grant its Executives, from time to time, equity based compensation, which may include any type of equity, including, without limitation, any type of shares, options, restricted share units (RSUs), share appreciation rights, restricted shares or other shares based awards (“Equity Based Components”), under the Ceragon Networks Ltd. Amended and Restated Share Option and RSU Plan or future equity plan (as may be adopted by the Company), and subject to any applicable law.
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6.7. 6.6.
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The Company believes that it is not in its best interest to limit the exercise value of Equity Based Components.
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6.8
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6.7.
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Equity Based Components for Executives shall be in accordance with and subject to the terms of our existing or future equity plan and shall vest in installments throughout a period which shall not be shorter than 3 years with at least a 1 year cliff, taking into account adequate incentives in a long term perspective.
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6.9
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6.8.
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The Company shall balance the mixture of Equity Based Components taking into account the importance of motivating its Executives as well as its shareholders’ interest in limiting dilution from equity awards.
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6.10
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6.9.
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When determining grants of Equity Based Components to Executives, the Compensation Committee and the Board of Directors shall take into account the interests of the Company’s investors and the effect of such grants on the dilution of its shareholders.
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6.11
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6.10.
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The total yearly Equity Value granted shall not exceed with respect to the CEO - 550% of his annual base salary and with respect to all other Executives 350% of such Executive's annual base salary.
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6.12.
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In an event of "Corporate TransactionChange of Control", at least 50% of each Executive's unvested Equity Based Components may, at the discretion of the Compensation Committee and the Board of directors, be accelerated, under a double trigger mechanism, as provided in the Company's equity plan.
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6.13.
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6.11.Company's policy is not to re-price the exercise price of any outstanding security granted to its Executives without prior approval of its shareholders.
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7.
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Separation Package
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7.1.
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The following criteria shall be taken into consideration when determining Separation Package: the duration of employment of the Executive, the terms of employment, the Company’s performance during such term, the Executive’s contribution to achieving the Company’s goals and revenues and the retirement’s circumstances.
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7.2.
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As a guideline, the notice period for the termination of an Executive shall not exceed six 6 months or payment in lieu of such notice. In special circumstances, our Compensation Committee and Board of Directors shall be authorized to increase the notice period or the payment in lieu such notice by up to additional 12 months. , provided, however, that the maximum Separation Package of each Executive shall not exceed 18 monthly salaries of such Executive (excluding vesting of unvested equity pursuant to a double trigger acceleration mechanism, if applicable).
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7.3.
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Other than payments required under any applicable law, local practices, transfer or release of pension funds, manager's insurance policies, etc., and the aforesaid notice period, the Company does not generally provide, as a matter of policy, separation payments upon termination of an Executive’s engagement with the company. Should the Company elect to make a separation payment to a departing Executive, such payment may not exceed the value of one time the Total Cash Compensation of such Executive's.
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8.
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Others
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8.1.
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Relocation– additional compensation pursuant to local practices and law may be granted to an Executive under relocation circumstances. Such benefits shall include reimbursement for out of pocket one time payments and other ongoing expenses, such as housing allowance, schooling allowance, car or transportation allowance, home leave visit, health insurance for executive and family, etc, all as reasonable and customary for the relocated country and in accordance with the Company's relocation practices, as shall be approved by the Compensation Committee and Board of Directors.
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8.2.
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Special Bonus - Our Compensation Committee and our Board of Directors may approve, from time to time, with respect to any Executive, if they deem required under special circumstances or in case of an exceptional contribution to the Company, including in cases of retention or attraction of a new Executive ("Sign On"), the grant of a onetime cash incentive, of up to 100% the Executive's annual base salary.
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9.
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Clawback Policy
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9.1.
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In the event of a restatement of the Company’s financial results, we shall seek reimbursement from our Office Holders of any payment made due to erroneous restated data, with regards to each Office Holder’s Terms of Office and Employment that would not otherwise have been paid. The reimbursement shall be limited to such payments made during the 3-years period preceding the date of restatement. The above shall not apply in case of restatements that reflect the adoption of new accounting standards, transactions that require retroactive restatement (e.g., discontinued operations), reclassifications of prior year financial information to conform with the current year presentation, or discretionary accounting changes.
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9.2.
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Our Compensation Committee and Board of Directors shall be authorized to seek recovery to the extent that (i) to do so would be unreasonable or impracticable; or (ii) there is low likelihood of success under governing law versus the cost and effort involved;
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III.
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Director Remuneration:
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1.
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Cash Compensation:
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1.1.
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The Company’s non-executive directors may be entitled to receive an annual cash fee and a participation fee for each meeting in accordance with the amounts set forth in the Law regarding compensation and expense reimbursement of external directors.
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1.2.
|
The Company’s non-executive directors may be reimbursed for their reasonable expenses incurred in connection with attending meetings of the Board of Directors and of any Committees of the Board of Directors, all in accordance with the Law.
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2.
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Equity Based Compensation:
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|
2.1.
|
Each of the Company’s non-executive directors shall be entitled to receive equal annual equity based compensation, which value shall not exceed USD 150,000.
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2.2.
|
The Chairman of any Committee of the Board of Directors may be entitled to receive annual equity based compensation of up to 1.5 times the annual equity based compensation of the other directors.
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2.3.
|
The Chairman of the Board of Directors may be entitled to receive an annual equity based compensation of to up to 3 the annual equity based compensation of the other directors.
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3.
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External Directors' Compensation:
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|
3.1.
|
The compensation of our external directors shall be determined and capped in accordance with the comparative compensation mechanism specified in section 8a- 8b of the Companies Regulations (Rules Regarding Compensation and Expense Reimbursement of External Directors) -2000.
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IV.
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Indemnification, Insurance and Exemption
|
|
1.
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The Office Holders shall be entitled to the same directors and officer’s indemnification and exemption of up to the maximum amount permitted by law, directors and officers liability insurance as shall be approved by the Compensetion Committee, the Board of Directors and our shareholders, all in accordance with any applicable law and the Company’s articles of association.
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2.
|
We shall be authorize to provide our directors and officers with a liability insurance policy which aggregare coverage shall be up to US$45 million, and the premium shall be up to US$300,000. Our Compensation Committee shall be authorized to increase the coverage purchased, and/or the premium paid for such policies, by up to 20% in any year, as compared to the previous year, or cumulatively for a number of years, without an additional shareholders' approval, if and to the extent permitted under the Law.
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V.
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General
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|
1.
|
The Compensation Committee and our Board of Directors shall be authorized to approve a deviation of up to 10% from any limits, caps or standards detailed in this Policy, and such deviation shall be deemed to be in alignment with this Policy.
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2.
|
This Policy is set as guidance for the Company's relevant organs, with respect to matters involving the compensation of its Office Holders, and is not intended to, and shall not confer upon any of the Office Holders, any rights with respect to the Company.
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FOR
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AGAINST
|
ABSTAIN
|
|
1. To re-elect Zohar Zisapel and Yael Langer to serve on the Board of Directors of the Company and to approve the grant of options to Zohar Zisapel and Yael Langer, in consideration for their service as directors.
Nominees
|
|||
Zohar Zisapel
|
o
|
o | o |
Yael Langer
|
o
|
o
|
o
|
2. To elect Mr. Shlomo Liran to serve on the Board of Directors of the Company, and to approve cash remuneration and grant of options to Mr. Liran in consideration for his service as director.
|
o
|
o
|
o
|
3. To re-elect Yair Orgler and Avi Patir to serve on the Board of Directors of the Company as external directors, and to approve cash remuneration and grant of options to each of the external directors.
Nominees
|
|||
Yair Orgler
|
o
|
o
|
o
|
Avi Patir
|
o
|
o
|
o
|
4. To approve amendments to the Company's Executive and Directors Compensation Policy.
|
o
|
o
|
o
|
5. To approve the grant of a cash bonus and equity compensation to our Chief Executive Officer for 2015.
|
o
|
o
|
o
|
6. To re-appoint Kost Forer Gabbay & Kasierer, a Member firm of Ernst & Young Global, as the Company’s independent auditor until immediately following the next annual general meeting of shareholders.
|
o
|
o
|
o
|