SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Ormat Technologies, Inc. – ‘10-K’ for 12/31/18 – ‘EX-10.412’

On:  Friday, 3/1/19, at 3:33pm ET   ·   For:  12/31/18   ·   Accession #:  1437749-19-3760   ·   File #:  1-32347

Previous ‘10-K’:  ‘10-K/A’ on 6/19/18 for 12/31/17   ·   Next:  ‘10-K’ on 3/2/20 for 12/31/19   ·   Latest:  ‘10-K’ on 2/23/24 for 12/31/23   ·   4 References:   

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/01/19  Ormat Technologies, Inc.          10-K       12/31/18  135:23M                                    RDG Filings/FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.71M 
 2: EX-10.411   Material Contract                                   HTML     66K 
 3: EX-10.412   Material Contract                                   HTML     66K 
 4: EX-23.1     Consent of Experts or Counsel                       HTML     40K 
 5: EX-23.2     Consent of Experts or Counsel                       HTML     41K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     45K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     45K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     41K 
 9: EX-32.2     Certification -- §906 - SOA'02                      HTML     40K 
16: R1          Document And Entity Information                     HTML     76K 
17: R2          Consolidated Balance Sheets                         HTML    187K 
18: R3          Consolidated Balance Sheets (Parentheticals)        HTML     66K 
19: R4          Consolidated Statements of Operations and           HTML    179K 
                Comprehensive Income (Loss)                                      
20: R5          Consolidated Statements of Equity                   HTML    182K 
21: R6          Consolidated Statements of Equity (Parentheticals)  HTML     54K 
22: R7          Consolidated Statements of Cash Flows               HTML    213K 
23: R8          Note 1 - Business and Significant Accounting        HTML    282K 
                Policies                                                         
24: R9          Note 2 - Business Acquisitions and Others           HTML     80K 
25: R10         Note 3 - Inventories                                HTML     50K 
26: R11         Note 4 - Cost and Estimated Earnings on             HTML     60K 
                Uncompleted Contracts                                            
27: R12         Note 5 - Investment in an Unconsolidated Company    HTML     61K 
28: R13         Note 6 - Variable Interest Entities                 HTML     95K 
29: R14         Note 7 - Fair Value of Financial Instruments        HTML    272K 
30: R15         Note 8 - Property, Plant and Equipment and          HTML    173K 
                Construction-in-process                                          
31: R16         Note 9 - Intangible Assets and Goodwill             HTML     72K 
32: R17         Note 10 - Accounts Payable and Accrued Expenses     HTML     62K 
33: R18         Note 11 - Long-term Debt and Credit Agreements      HTML    238K 
34: R19         Note 12 - Puna Power Plant Lease Transactions       HTML     60K 
35: R20         Note 13 - Tax Monetization Transactions             HTML     64K 
36: R21         Note 14 - Asset Retirement Obligation               HTML     53K 
37: R22         Note 15 - Stock-based Compensation                  HTML    336K 
38: R23         Note 16 - Power Purchase Agreements                 HTML     48K 
39: R24         Note 17 - Interest Expense, Net                     HTML     54K 
40: R25         Note 18 - Income Taxes                              HTML    245K 
41: R26         Note 19 - Business Segments                         HTML    215K 
42: R27         Note 20 - Transactions With Related Entities        HTML     43K 
43: R28         Note 21 - Employee Benefit Plan                     HTML     60K 
44: R29         Note 22 - Commitments and Contingencies             HTML     96K 
45: R30         Note 23 - Quarterly Financial Information           HTML    232K 
                (Unaudited)                                                      
46: R31         Note 24 - Subsequent Events                         HTML     44K 
47: R32         Significant Accounting Policies (Policies)          HTML    395K 
48: R33         Note 1 - Business and Significant Accounting        HTML    124K 
                Policies (Tables)                                                
49: R34         Note 2 - Business Acquisitions and Others (Tables)  HTML     63K 
50: R35         Note 3 - Inventories (Tables)                       HTML     51K 
51: R36         Note 4 - Cost and Estimated Earnings on             HTML     57K 
                Uncompleted Contracts (Tables)                                   
52: R37         Note 5 - Investment in an Unconsolidated Company    HTML     53K 
                (Tables)                                                         
53: R38         Note 6 - Variable Interest Entities (Tables)        HTML     86K 
54: R39         Note 7 - Fair Value of Financial Instruments        HTML    257K 
                (Tables)                                                         
55: R40         Note 8 - Property, Plant and Equipment and          HTML    161K 
                Construction-in-process (Tables)                                 
56: R41         Note 9 - Intangible Assets and Goodwill (Tables)    HTML     62K 
57: R42         Note 10 - Accounts Payable and Accrued Expenses     HTML     61K 
                (Tables)                                                         
58: R43         Note 11 - Long-term Debt and Credit Agreements      HTML     95K 
                (Tables)                                                         
59: R44         Note 12 - Puna Power Plant Lease Transactions       HTML     59K 
                (Tables)                                                         
60: R45         Note 14 - Asset Retirement Obligation (Tables)      HTML     52K 
61: R46         Note 15 - Stock-based Compensation (Tables)         HTML    297K 
62: R47         Note 17 - Interest Expense, Net (Tables)            HTML     54K 
63: R48         Note 18 - Income Taxes (Tables)                     HTML    205K 
64: R49         Note 19 - Business Segments (Tables)                HTML    215K 
65: R50         Note 21 - Employee Benefit Plan (Tables)            HTML     50K 
66: R51         Note 22 - Commitments and Contingencies (Tables)    HTML     59K 
67: R52         Note 23 - Quarterly Financial Information           HTML    231K 
                (Unaudited) (Tables)                                             
68: R53         Note 1 - Business and Significant Accounting        HTML    184K 
                Policies 1 (Details Textual)                                     
69: R54         Note 1 - Business and Significant Accounting        HTML     44K 
                Policies 2 (Details Textual)                                     
70: R55         Note 1 - Business and Significant Accounting        HTML     52K 
                Policies - Cash and Restricted Cash and Cash                     
                Equivalents (Details)                                            
71: R56         Note 1 - Business and Significant Accounting        HTML     58K 
                Policies - Property, Plant, and Equipment                        
                Estimated Useful Life (Details)                                  
72: R57         Note 1 - Business and Significant Accounting        HTML     51K 
                Policies - Shares Used to Calculate Earnings Per                 
                Share (Details)                                                  
73: R58         Note 1 - Business and Significant Accounting        HTML     98K 
                Policies - Impact of Adoption (Details)                          
74: R59         Note 1 - Business and Significant Accounting        HTML     61K 
                Policies - Contract Assets (Liabilities) (Details)               
75: R60         Note 2 - Business Acquisitions and Others (Details  HTML     97K 
                Textual)                                                         
76: R61         Note 2 - Business Acquisitions and Others - Fair    HTML     72K 
                Value of Amounts of Identified Assets and                        
                Liabilities Assumed in a Business Combination                    
                (Details)                                                        
77: R62         Note 2 - Business Acquisitions and Others -         HTML     46K 
                Summary of Pro Forma Information Related to a                    
                Business Combination (Details)                                   
78: R63         Note 3 - Inventories - Inventories, Current         HTML     49K 
                (Details)                                                        
79: R64         Note 4 - Cost and Estimated Earnings on             HTML     53K 
                Uncompleted Contracts - Cost and Estimated                       
                Earnings on Uncompleted Contracts (Details)                      
80: R65         Note 5 - Investment in an Unconsolidated Company    HTML     69K 
                (Details Textual)                                                
81: R66         Note 5 - Investment in an Unconsolidated Company -  HTML     42K 
                Unconsolidated Investments Mainly in Power Plants                
                (Details)                                                        
82: R67         Note 5 - Investment in an Unconsolidated Company -  HTML     44K 
                Unrealized Gain (Loss) on Derivative Instruments                 
                (Details)                                                        
83: R68         Note 6 - Variable Interest Entities - Assets and    HTML    100K 
                Liabilities for the Company's 2015 Variable                      
                Interest Entity (Details)                                        
84: R69         Note 7 - Fair Value of Financial Instruments        HTML     75K 
                (Details Textual)                                                
85: R70         Note 7 - Fair Value of Financial Instruments -      HTML     89K 
                Financial Assets and Liabilities at Fair Value                   
                (Details)                                                        
86: R71         Note 7 - Fair Value of Financial Instruments -      HTML     55K 
                Amounts of Gain (Loss) Recognized in Condensed                   
                Consolidated Statements on Derivative Instruments                
                Not Designated as Hedges (Details)                               
87: R72         Note 7 - Fair Value of Financial Instruments -      HTML     86K 
                Fair Value of Long-term Debt Approximates Its                    
                Carrying Amount, Exceptions (Details)                            
88: R73         Note 7 - Fair Value of Financial Instruments -      HTML    105K 
                Fair Value of Financial Instruments (Details)                    
89: R74         Note 8 - Property, Plant and Equipment and          HTML     75K 
                Construction-in-process (Details Textual)                        
90: R75         Note 8 - Property, Plant and Equipment and          HTML     65K 
                Construction-in-process - Property, Plant and                    
                Equipment, Net (Details)                                         
91: R76         Note 8 - Property, Plant and Equipment and          HTML     55K 
                Construction-in-process - Construction-in-process                
                (Details)                                                        
92: R77         Note 8 - Property, Plant and Equipment and          HTML    101K 
                Construction-in-process - Activity in Construction               
                and Development (Details)                                        
93: R78         Note 9 - Intangible Assets and Goodwill (Details    HTML     67K 
                Textual)                                                         
94: R79         Note 9 - Intangible Assets and Goodwill -           HTML     55K 
                Estimated Future Amortization Expense (Details)                  
95: R80         Note 9 - Intangible Assets and Goodwill - Goodwill  HTML     50K 
                (Details)                                                        
96: R81         Note 10 - Accounts Payable and Accrued Expenses -   HTML     76K 
                Accounts Payable and Accrued Expenses (Details)                  
97: R82         Note 11 - Long-term Debt and Credit Agreements      HTML    621K 
                (Details Textual)                                                
98: R83         Note 11 - Long-term Debt and Credit Agreements -    HTML     74K 
                Long-term Debt (Details)                                         
99: R84         Note 11 - Long-term Debt and Credit Agreements -    HTML     60K 
                Future Minimum Payments Under Long-term                          
                Obligations (Details)                                            
100: R85         Note 12 - Puna Power Plant Lease Transactions       HTML     63K  
                (Details Textual)                                                
101: R86         Note 12 - Puna Power Plant Lease Transactions -     HTML     62K  
                Future Minimum Lease Payments Under the Project                  
                Lease (Details)                                                  
102: R87         Note 13 - Tax Monetization Transactions (Details    HTML    126K  
                Textual)                                                         
103: R88         Note 14 - Asset Retirement Obligations -            HTML     50K  
                Reconciliation of the Beginning and Ending                       
                Aggregate Carrying Amount of Asset Retirement                    
                Obligation (Details)                                             
104: R89         Note 15 - Stock-based Compensation (Details         HTML    263K  
                Textual)                                                         
105: R90         Note 15 - Stock-based Compensation - Compensation   HTML     53K  
                Related to Stock-based Awards (Details)                          
106: R91         Note 15 - Stock-based Compensation - Fair Value of  HTML     52K  
                Stock-based Award on the Date of Grant (Details)                 
107: R92         Note 15 - Stock-based Compensation - Fair Value of  HTML    128K  
                Stock-based Award Using Exercise Multiple-based                  
                Lattice SAR Pricing Model Assumptions (Details)                  
108: R93         Note 15 - Stock-based Compensation - Summary of     HTML     86K  
                the Status of the 2012 Incentive Plan (Details)                  
109: R94         Note 15 - Stock-based Compensation - Summary of     HTML    122K  
                Information About Stock-based Awards Outstanding                 
                (Details)                                                        
110: R95         Note 17 - Interest Expense, Net - Components of     HTML     51K  
                Interest Expense (Details)                                       
111: R96         Note 18 - Income Taxes (Details Textual)            HTML    238K  
112: R97         Note 18 - Income Taxes - Income From Continuing     HTML     49K  
                Operations Before Income Taxes and Equity in                     
                Income (Losses) of Investees (Details)                           
113: R98         Note 18 - Income Taxes - Components of Income Tax   HTML     76K  
                Provision (Details)                                              
114: R99         Note 18 - Income Taxes - Difference Between US      HTML     89K  
                Federal Statutory Tax Rate and Company's Effective               
                Tax Rate (Details)                                               
115: R100        Note 18 - Income Taxes - Net Deferred Tax Assets    HTML     84K  
                and Liabilities (Details)                                        
116: R101        Note 18 - Income Taxes - Reconciliation of          HTML     45K  
                Beginning and Ending Valuation Allowance (Details)               
117: R102        Note 18 - Income Taxes - Balance Sheet              HTML     54K  
                Presentation of Deferred Taxes (Details)                         
118: R103        Note 18 - Income Taxes - Reconciliation of          HTML     49K  
                Beginning and Ending Amounts of Unrecognized Tax                 
                Benefits (Details)                                               
119: R104        Note 18 - Income Taxes - Foreign Subsidiaries       HTML     55K  
                Income Tax Years Open to Examination (Details)                   
120: R105        Note 19 - Business Segments (Details Textual)       HTML     53K  
121: R106        Note 19 - Business Segments - Summarized Financial  HTML    108K  
                Information Concerning Reportable Segments                       
                (Details)                                                        
122: R107        Note 19 - Business Segments - Reconciling           HTML     74K  
                Information Between Reportable Segments and                      
                Consolidated Totals (Details)                                    
123: R108        Note 19 - Business Segments - Revenues as Reported  HTML     67K  
                in the Geographic Area (Details)                                 
124: R109        Note 19 - Business Segments - Long Lived Assets     HTML     46K  
                (Details)                                                        
125: R110        Note 19 - Business Segments - Revenue From Major    HTML     62K  
                Customers (Details)                                              
126: R111        Note 21 - Employee Benefit Plan (Details Textual)   HTML     55K  
127: R112        Note 21 - Employee Benefit Plan - Expected Future   HTML     54K  
                Benefit Payments (Details)                                       
128: R113        Note 22 - Commitments and Contingencies (Details    HTML     70K  
                Textual)                                                         
129: R114        Note 22 - Commitments and Contingencies - Minimum   HTML     52K  
                Lease Rentals (Details)                                          
130: R115        Note 22 - Commitments and Contingencies - Future    HTML     59K  
                Minimum Payments, Operating Leases (Details)                     
131: R116        Note 23 - Quarterly Financial Information           HTML    147K  
                (Unaudited) - Quarterly Financial Information                    
                (Details)                                                        
132: R117        Note 24 - Subsequent Events (Details Textual)       HTML     53K  
134: XML         IDEA XML File -- Filing Summary                      XML    265K  
133: EXCEL       IDEA Workbook of Financial Reports                  XLSX    177K  
10: EX-101.INS  XBRL Instance -- ora-20181231                        XML   7.67M 
12: EX-101.CAL  XBRL Calculations -- ora-20181231_cal                XML    255K 
13: EX-101.DEF  XBRL Definitions -- ora-20181231_def                 XML   3.06M 
14: EX-101.LAB  XBRL Labels -- ora-20181231_lab                      XML   2.51M 
15: EX-101.PRE  XBRL Presentations -- ora-20181231_pre               XML   3.11M 
11: EX-101.SCH  XBRL Schema -- ora-20181231                          XSD    498K 
135: ZIP         XBRL Zipped Folder -- 0001437749-19-003760-xbrl      Zip    504K  


‘EX-10.412’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 C:  <>  <> 

Exhibit 10.4.12

 

 

 

FORM OF FREESTANDING STOCK APPRECIATION RIGHT AGREEMENT

 

Date: [DATE], 201[ ]

 

 Company:  Ormat Technologies, Inc.

Date(s) First Exercisable: [DATE], 201[ ]

 Date of Grant: [DATE], 201[ ]

Number:  [NUMBER]

 No. of Shares: [NUMBER]

 

 Grant Price per Share:  $[PRICE PER SHARE]

 
   
 

Last Exercise date: [DATE], 202[ ]

 

PERSONAL AND CONFIDENTIAL

 

Mrs. [FIRST NAME][LAST NAME],

 

Dear [FIRST NAME]:

 

We are pleased to inform you that, as a director of Ormat Technologies, Inc. (herein called the “Company”) or one of its subsidiaries, you have been granted a stock appreciation right (herein called a “right”) under the Company’s 2018 Incentive Compensation Plan and the Freestanding Stock Appreciation Right Terms and Conditions (herein called the “Plan” and the “Terms and Conditions”).

 

By your signature, you agree that the right is granted under and governed by the Plan and the Terms and Conditions, and acknowledge receipt of these documents, as well as the Prospectus for the Plan.

 

As set forth in Section 1 of the Terms and Conditions, a signed copy of this agreement must be received by the Corporate Secretary of the Company, c/o Ormat Systems Ltd., Industrial Area, P.O. Box 68, Yavne 8100 Israel before 5:00 P.M. Eastern time on the 3rd business day after the date of grant noted above. If the 3rd business day is a holiday in the United States or in Israel, such signed copy of this agreement will be considered timely received if it is received by 5:00 P.M. Eastern Time on the following business day in the United States and Israel after such holiday. Failure to return a signed copy of this agreement will deem the grant of the SARs null and void.

 

This agreement and the documents that accompany to it constitute the entire agreement between you and the Company with respect to the RSUs granted hereunder and supersede in their entirety all prior undertakings and agreements of the Company and yourself, both written and oral, with respect to the SARs granted hereunder (including the shares underlying it).

 

 

ORMAT TECHNOLOGIES, INC. 

6225 Neil Road, Reno, NV  89511-1136, USA  •  +1-775-356-9029  •  ormat@ormat.com

 

ormat.com

 

 

 

 

Furthermore, by your signature you hereby approve and agree to all the aforesaid in this agreement and the trust agreement signed with the Trustee (as defined in Annex A) and you declare that you are familiar with the provisions of Section 102 and the Capital Gains route.

 

 

 

 

 

 

Very truly yours,

 

 

 

 

ORMAT TECHNOLOGIES, INC.

 

 

 

 

_______________________________________

______________________________________

Date:

Signature of Awardee

 

Page 2/6

 

 

 

FREESTANDING STOCK APPRECIATION RIGHT
TERMS AND CONDITIONS

 

As a participant in the Ormat Technologies, Inc. 2018 Incentive Compensation Plan (the “Plan”), you have been granted a stock appreciation right (herein called a “right”) under the Plan. The right gives you the opportunity to receive at the time of exercise of the right shares of Common Stock of the Company equal to the amount by which the market value of all shares in respect of which the right is exercised exceeds the grant price set forth in the Freestanding Stock Appreciation Right Agreement (herein called the letter agreement) multiplied by the number of shares in respect of which the right is exercised, subject to your acceptance of the right as provided in Section 1 below and the other terms and conditions described below.

 

The date of the grant of the right (herein called the date of grant) and the date the right expires are set forth in the letter agreement.

 

Note that all capitalized terms in the letter agreement and these Terms and Conditions are defined in the Plan, except as indicated in such agreement and herein. All terms of the Plan are hereby incorporated into these Terms and Conditions.

 

1.

Acceptance of Right: The right cannot be exercised unless you sign your name in the space provided on the enclosed copies of the letter agreement and cause one signed copy to be received by the Corporate Secretary of the Company, c/o Ormat Systems Ltd., Industrial Area, P.O. Box 68, Yavne 8100 Israel (or to such other person and place as the Company may specify in writing), before 5:00 P.M. Eastern Time on the 3rd day after the date of grant. If the 3rd day is a holiday in the United States or in Israel, such signed copy of the letter agreement will be considered timely received if it is received by 5:00 P.M. Eastern Time on the following business day in the United States and Israel after such holiday. If the Corporate Secretary does not receive your properly executed copy of the letter agreement before such time, then, anything in the letter agreement and these Terms and Conditions to the contrary notwithstanding, the right will terminate immediately. (Your signing and delivering a copy of the letter agreement will evidence your acceptance of the right upon these Terms and Conditions.)

 

2.

Exercise:

 

 

(a)

Subject to the provisions of this Section 2 and of Section 4, the right shall be exercisable on November 06, 2018. Except as otherwise provided in Section 4, the right shall lapse on the six year anniversary of the date of grant. No fractional shares shall be delivered and fractional shares shall be disregarded.

 

 

(b)

The right shall not become exercisable unless you shall have remained continuously in the service of the Company or of one or more of its Subsidiaries for at least 1 year beginning with the date of grant, except as provided in Section 4. The unexercisable portion of the right hereby granted (in accordance with the vesting schedule above) will terminate on the date of your Separation from Service for any reason.

 

3

 

 

3.

Transferability of Right: The right shall not be transferable by you otherwise than (i) by will or (ii) by the laws of descent and distribution. Any transferred right shall continue to be subject to these Terms and Conditions.

 

4.

Death or Retirement: Section 2 to the contrary notwithstanding, if you incur a Separation from Service because you die or because of Retirement, the right will only be exercisable to the extent it was exercisable under Section 2(a) on the date of your death or on the date of your Retirement. Notwithstanding Section 2, in the event of your Separation from Service because you die or because of Retirement, your personal representative or you, respectively, may exercise the exercisable portion of the right hereby granted for 1 year following the Separation from Service (but not later than 6 years from the date of grant). Retirement means a separation from service upon attainment of age 65 or, in those countries in which the law determines retirement age, such applicable age.

 

5.

Other Separation from Service: If you incur a Separation from Service for any reason other than death or Retirement, the exercisable portion of the right hereby granted will be exercisable for 30 days following your Separation from Service; provided that in no event will the right be exercisable after the expiration of 6 years from the date of grant.

 

6.

Listing Requirements: The Company shall not be obligated to deliver any certificates representing shares until all applicable requirements imposed by federal and state securities laws and by any stock exchanges upon which the shares may be listed have been fully met.

 

7.

Adjustments in Right:

 

 

(a)

The existence of the letter agreement and the right shall not affect or restrict in any way the right or power of the Board of Directors or the stockholders of the Company to make or authorize any reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the shares or the rights thereof, the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business.

 

 

(b)

In the event of any change in or affecting the outstanding shares by reason of a stock dividend or split, merger or consolidation (whether or not the Company is the surviving corporation), recapitalization, spin-off, reorganization, combination or exchange of shares or other similar corporate changes or an extraordinary dividend in cash, securities or other property, the Board of Directors shall make such amendments to the Plan, the letter agreement, these Terms and Conditions and the right and make such adjustments and take actions thereunder as it deems appropriate, in its sole discretion, under the circumstances. Such amendments, adjustments and actions may include, but are not limited to, (i) changes in the number and kind of shares set forth in the letter agreement, (ii) changes in the grant price per share, and (iii) accelerating the vesting of the right. The determination by the Board as to the terms of any of the foregoing adjustments shall be conclusive and binding.

 

4

 

 

8.

Stockholder Rights: Neither you nor any other person shall have any rights of a stockholder as to shares until, after proper exercise of the right, such shares shall have been recorded by the Company’s registrar, American Stock Transfer and Trust Company (herein called “AST”), as having been issued or transferred, as the case may be.

 

9.

Notice of Exercise: Subject to these Terms and Conditions, the right may be exercised by a completed notice of exercise that: (i) is delivered to the Company's incentive compensation agent, ESOP Excellence Ltd., Aviv Tower, 7 Jabotinsky St., Ramat Gan, 52520 Israel (or to such other person and place as the Company may specify in writing); and (ii) states the number of shares of Common Stock as to which the right is being exercised. The notice of exercise may be delivered by facsimile transmission or electronic mail or may be submitted online via the ESOP Excellence website. Any notice of exercise delivered as required by this Section 9 will be effective only in accordance with the provisions of and to the extent set forth in the notice of exercise. If a properly executed notice of exercise is not received by ESOP Excellence (or other person designated by the Company) by 5:00 P.M. Eastern Time on the applicable expiration date specified in the letter agreement, the notice will be deemed null and void and of no effect. If notice of exercise of the right is given by a person other than you, the Company may require as a condition to exercising the right that appropriate proof of the right of such person to exercise the right be submitted to the Company. Certificates for any shares of Common Stock issued upon exercise will be issued and delivered as soon as practicable.

 

10.

Delivery of Shares:

 

 

(a)

Certificates for any shares issuable upon exercise will be issued and delivered as soon as practicable, subject to Section 6.

 

 

(b)

If a Registration Statement on Form S-8 is in effect with respect to the right, you can arrange with your stockbroker to have the broker exercise your right on your behalf and have the shares withdrawn from AST electronically by DWAC for deposit in your brokerage account.

 

11.

Tax Matters:

 

 

(a)

Before exercising the right, you should consult your tax advisor about tax consequences.

 

5

 

 

 

(b)

Tax Withholding for U.S. Employees: If and to the extent Federal income tax withholding (and state and local income tax withholding, if applicable) may be required by the Company in respect of taxes on income you realize upon or after exercise of any portion of the right, or upon disposition of the shares of Common Stock acquired by the right, the Company may withhold such required amounts from your future paychecks or may require that you deliver to the Company the amounts to be withheld. If applicable, you may also pay the minimum required Federal income tax withholding (and state and local income tax withholding, if applicable) by electing either to have the Company withhold a portion of the shares of Common Stock otherwise issuable upon exercise of the right, or to deliver other shares of Common Stock you own, in either case having a fair market value (on the date that the withholding amount is to be determined) of the minimum amount required to be withheld, provided that the election will be irrevocable and will be subject to such rules as the Committee may adopt. If applicable, you may also arrange to have any tax (or taxes) paid directly to the Company on your behalf from the proceeds of the sale of Common Stock to the extent provided in the notice of exercise referred to in Section 9.

 

 

(c)

Tax Withholding For Israeli Employees: The provisions specified in Annex A attached hereto shall apply only to Eligible Individuals who are residents of the state of Israel or those who are deemed to be residents of the state of Israel for the payment of tax, from the date of the grant and until the last Exercise date.

 

12.

Service: Nothing contained herein shall confer any right to continue in the service of the Company or a Subsidiary or limit in any way the right of the Company or a Subsidiary to change your compensation or other benefits or to terminate your employment or other service with or without cause.

 

13.

Short-Swing Trading: A director of the Company or one of its Subsidiaries who exercises a right or whose right is cashed out must report the disposition of the right on a Form 4 Statement of Changes in Beneficial Ownership filed within two trading days with the IDEA database of the Securities and Exchange Commission. (The Corporate Secretary of the Company will provide a form of the Form 4 on request but the filing is the personal responsibility of the option holder). Further, directors should review the Company’s Policy Statement on Insider Trading before making arrangements for the sale of shares to be issued upon exercise of the right.

 

14.

Time of Essence: Time is of the essence with respect to delivering notices and stock certificates hereunder. There is no grace period.

 

15.

Successors: These Terms and Conditions are binding on your heirs and personal representatives and on the successors of the Company.

 

16.

Counterparts: The letter agreement may be executed in duplicate counterparts, each of which shall be deemed to be an original.

 

6


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/1/19
For Period end:12/31/18SD
11/6/188-K
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/23/24  Ormat Technologies, Inc.          10-K       12/31/23  139:27M                                    RDG Filings/FA
 2/24/23  Ormat Technologies, Inc.          10-K       12/31/22  140:25M                                    RDG Filings/FA
 2/25/22  Ormat Technologies, Inc.          10-K       12/31/21  143:66M                                    RDG Filings/FA
 2/26/21  Ormat Technologies, Inc.          10-K       12/31/20  144:33M                                    RDG Filings/FA
Top
Filing Submission 0001437749-19-003760   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Tue., May 14, 10:18:14.1am ET