MAIL » Topics » NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS to be held on July 17, 2008

This excerpt taken from the MAIL 6-K filed Jun 23, 2008.

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
to be held on July 17, 2008

        Notice is hereby given to the holders of ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”), of IncrediMail Ltd. (the “Company”) that an Extraordinary General Meeting of the shareholders of the Company will be held at the offices of the Company located at 4 HaNechoshet Street, Tel Aviv 69710, Israel on July 17, 2008, at 03:00 PM Israel time, and thereafter as it may be adjourned from time to time (the “Meeting”) for the following purposes:

  1. TO VOTE ON THE PROPOSAL TO APPROVE a grant to Ms. Tamar Gottlieb, the Chairperson of the board of directors of the Company, of options to purchase 10,000 Ordinary Shares of the Company.

  2. TO VOTE ON THE PROPOSAL TO APPROVE the re-pricing of options to purchase Ordinary Shares previously granted to Mr. Ofer Adler, the Company’s Chief Executive Officer and a member of the board of directors of the Company, such that the exercise price of any previously granted options that exceeds $3.00 per Ordinary Share shall be reduced to $3.00 per share.

  3. TO VOTE ON THE PROPOSAL TO APPROVE the re-pricing of options to purchase Ordinary Shares previously granted to Mr. Yair M. Zadik, a member of the board of directors of the Company and the audit committee of the Company, such that the exercise price of any previously granted options that exceeds $3.00 per Ordinary Share shall be reduced to $3.00 per share.

  4. TO VOTE ON THE PROPOSAL TO APPROVE the re-pricing of options to purchase Ordinary Shares previously granted to Ms. Tamar Gottlieb, the Chairperson of the board of directors of the Company, such that the exercise price of any previously granted options that exceeds $3.00 per Ordinary Share shall be reduced to $3.00 per share.

  5. TO VOTE ON THE PROPOSAL TO APPROVE the re-pricing of options to purchase Ordinary Shares previously granted to Mrs. Gittit Guberman, a member of the board of directors of the Company and the audit committee of the Company, such that the exercise price of any previously granted options that exceeds $3.00 per Ordinary Share shall be reduced to $3.00 per share.

  6. TO VOTE ON THE PROPOSAL TO APPROVE for the sake of good order the re-pricing of options to purchase Ordinary Shares, previously granted to Mr. Yaron Adler, the Company’s President and a member of the board of directors of the Company, such that the exercise price of any previously granted options that exceeds $3.00 per Ordinary Share shall be reduced to $3.00 per share.

        In addition, the shareholders will discuss any other business as may properly come before the Meeting or any adjournment thereof.

This excerpt taken from the MAIL 6-K filed Jun 4, 2008.

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
to be held on July 17, 2008

        Notice is hereby given to the holders of ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”), of IncrediMail Ltd. (the “Company”) that an Extraordinary General Meeting of the shareholders of the Company will be held at the offices of the Company located at 4 HaNechoshet Street, Tel Aviv 69710, Israel on July 17, 2008 (telephone: 011-972-3-7696100), at 03:00 PM Israel time, and thereafter as it may be adjourned from time to time (the “Meeting”) for the following purposes:

  1. TO VOTE ON THE PROPOSAL TO APPROVE a grant to Ms. Tamar Gottlieb, the Chairperson of the board of directors of the Company, of options to purchase 10,000 Ordinary Shares of the Company, with the following terms: (a) each option shall be exercisable for one Ordinary Share at an exercise price equal to the higher of the closing prices of the Company’s Ordinary Shares, as reported by the Nasdaq Capital Market or the Tel Aviv Stock Exchange, on the date of the Meeting; and (b) the options shall vest in four equal portions on each of the first four anniversaries of the grant. Any and all other terms and conditions pertaining to the grant of the options shall be in accordance with, and subject to, the 2003 Israeli Share Option Plan adopted by the Company in 2003 and the Company’s standard Option Agreement that shall be executed by Ms. Gottlieb and by the Company after the Meeting.

  2. TO VOTE ON THE PROPOSAL TO APPROVE the re-pricing of options to purchase Ordinary Shares previously granted to Mr. Ofer Adler, the Company’s Chief Executive Officer and a member of the board of directors of the Company, such that the exercise price of any previously granted options that exceeds $3.00 per Ordinary Share shall be reduced to $3.00 per share.

  3. TO VOTE ON THE PROPOSAL TO APPROVE the re-pricing of options to purchase Ordinary Shares previously granted to Mr. Yair M. Zadik, a member of the board of directors of the Company and the audit committee of the Company, such that the exercise price of any previously granted options that exceeds $3.00 per Ordinary Share shall be reduced to $3.00 per share.

  4. TO VOTE ON THE PROPOSAL TO APPROVE the re-pricing of options to purchase Ordinary Shares previously granted to Ms. Tamar Gottlieb, the Chairperson of the board of directors of the Company, such that the exercise price of any previously granted options that exceeds $3.00 per Ordinary Share shall be reduced to $3.00 per share.

  5. TO VOTE ON THE PROPOSAL TO APPROVE the re-pricing of options to purchase Ordinary Shares previously granted to Mrs. Gittit Guberman, a member of the board of directors of the Company and the audit committee of the Company, such that the exercise price of any previously granted options that exceeds $3.00 per Ordinary Share shall be reduced to $3.00 per share.



  6. TO VOTE ON THE PROPOSAL TO APPROVE for the sake of good order the re-pricing of options to purchase Ordinary Shares, previously granted to Mr. Yaron Adler, the Company’s President and a member of the board of directors of the Company, such that the exercise price of any previously granted options that exceeds $3.00 per Ordinary Share shall be reduced to $3.00 per share. The Company undertook to re-price Mr. Adler’s options in the event the Company shall re-price downwards the exercise price of the options granted by it to its executive officers, as part of the terms of service of Mr. Yaron Adler as the Company’s President, which terms were approved at the shareholders meeting of the Company held on April 9, 2008. The re-pricing of options of all employees who are not directors of the Company, was approved by the board of directors of the Company on February 21, 2008and the re-pricing of non-independent directors options was approved by the audit committee and the board of directors of the Company on May 29, 2008, and are brought hereby for the shareholders’ approval.

        In addition, the shareholders will discuss any other business as may properly come before the Meeting or any adjournment thereof.

This excerpt taken from the MAIL 6-K filed Mar 5, 2008.

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
to be held on April 9, 2008

        Notice is hereby given to the holders of ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”), of IncrediMail Ltd. (the “Company”) that an Extraordinary General Meeting of the Shareholders of the Company will be held at the offices of the Company located at 4 HaNechoshet Street, Tel Aviv 69710, Israel on April 9, 2008, at 3:00 PM local time, and may thereafter be adjourned from time to time (the “Meeting”) for the following purpose:

  1. TO VOTE ON THE PROPOSAL TO APPROVE the terms of service of Mr. Yaron Adler as the Company's President.

        In addition, the shareholders will discuss any other business as may properly come before the Meeting or any adjournment thereof.

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