CAMTEK LTD.
(Registrant) By: /s/ Moshe Eisenberg —————————————— Moshe Eisenberg, Chief Financial Officer |
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A) |
To re-elect each of Messrs. Rafi Amit, Yotam Stern, Moty Ben-Arie, I-Shih Tseng, Leo Huang and Ms. Orit Stav to serve as members of the Board of Directors of the Company;
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B) |
To re-approve the grant of Indemnification and Exemption Letters to Rafi Amit, the Company’s CEO, Yotam Stern, a director and Leo Huang, a director;
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C) |
To approve an amendment to the Company’s Compensation Policy with respect to the adoption by the Company of a Clawback Policy; and
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D) |
To approve the re-appointment of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent auditor for the fiscal year ending December 31, 2023, for the year commencing January 1, 2024 and until the next annual
general meeting of shareholders, and to authorize the Company’s Board of Directors, upon the recommendation of the Audit Committee, to set the annual compensation of the independent auditor in accordance with the volume and nature of its
services.
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A) |
To re-elect each of Messrs. Rafi Amit, Yotam Stern, Moty Ben-Arie, I-Shih Tseng, Leo Huang and Ms. Orit Stav to serve as members of the Board of Directors of the Company;
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B) |
To re-approve the grant of Indemnification and Exemption Letters to Rafi Amit, the Company’s CEO, Yotam Stern, a director and Leo Huang, a director;
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C) |
To approve an amendment to the Company’s Compensation Policy with respect to the adoption by the Company of a Clawback Policy; and
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D) |
To approve the re-appointment of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent auditor for the fiscal year ending December 31, 2023, for the year commencing January 1, 2024 and until the next annual
general meeting of shareholders, and to authorize the Company’s Board of Directors, upon the recommendation of the Audit Committee, to set the annual compensation of the independent auditor in accordance with the volume and nature of its
services.
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Name of Beneficial Owner
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Number of Shares Beneficially
Owned(1)
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Percent of Shares Beneficially
Owned(2)
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||||||
Priortech Ltd. (“Priortech”)(3)
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9,617,787
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21.43
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%
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|||||
Chroma ATE Inc. (“Chroma”)(4)
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7,817,440
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17.42
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%
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|||||
Migdal Insurance & Financial Holdings Ltd (5)
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3,455,423
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7.69
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%
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|||||
Yotam Stern(6)
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9,000
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0.02
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%
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|||||
Rafi Amit(7)
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2,573
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0.01
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%
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|||||
Leo Huang(8)
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-
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-
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||||||
Office Holders as a Group (9)
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42,803
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0.10
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%
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(1) |
The total number of options which are exercisable, or will become exercisable, and RSUs which will vest, within 60 days of October 31, 2023, held by the persons included in the above table is 17,845.
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(2) |
Based upon 44,879,635 Shares issued and outstanding as of October 31, 2023.
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(3) |
28.62% of the voting equity in Priortech is subject to a voting agreement. As a result of this agreement, and due to the fact that there are no other shareholders holding more than 50% of the voting equity
in Priortech, Messrs. Rafi Amit, Yotam Stern, David Kishon, and Hanoch Feldstien and the estates of Itzhak Krell (deceased), Zehava Wineberg (deceased) and Haim Langmas (deceased), may be deemed to control Priortech. The voting agreement
does not provide for different voting rights for Priortech than the voting rights of other holders of our Shares. Priortech’s principal executive offices are located at South Industrial Zone, Migdal Ha’Emek 23150, Israel.
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(4) |
Based on the Schedule 13G filed by Chroma on August 5, 2019, which presented ownership as of June 19, 2019. The 7,817,440 Shares reported under such Schedule 13G by Chroma are beneficially owned by
Chroma. Chroma’s principal address is No. 88, Wenmao Rd., Guishan Dist., Taoyuan City 333001, Taiwan.
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(5) |
Based on the Schedule 13G/A filed by Migdal Insurance & Financial Holdings Ltd. (“Migdal”) on January 26, 2023, which presented ownership as of December 31, 2022. Of the 3,455,423 Shares reported as
beneficially owned by Migdal (i) 3,455,423 Shares are held for members of the public through, among others, provident funds, mutual funds, pension funds and insurance policies, which are managed by direct and indirect subsidiaries of
Migdal, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, and (ii) 771,854 Shares are held by companies for the management of funds for joint investments in
trusteeship, each of which operates under independent management and makes independent voting and investment decisions, and (iii) 0 are beneficially held for their own account (Nostro account). Migdal’s principal business address is 4
Efal Street; P.O. Box 3063; Petach Tikva 49512, Israel.
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(6) |
Mr. Stern directly owns 9,000 of our Shares. However, as Mr. Stern may be deemed to control Priortech, he may also be deemed to beneficially own the Shares of the Company held by Priortech. Mr. Stern
disclaims such beneficial ownership of such Shares.
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(7) |
Mr. Amit directly owns 2,573 any of our Shares. In addition, as a result of a voting agreement relating to a majority of Priortech’s voting equity, Mr. Amit may be deemed to control Priortech, he may also
be deemed to beneficially own the Shares of the Company held by Priortech. Mr. Amit disclaims such beneficial ownership of such Shares.
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(8) |
Mr. Huang does not directly own any of our Shares. Based on information we received from Chroma Mr. Huang is considered a controlling person with regard to Chroma, accordingly Mr. Huang may be deemed to
beneficially own the Shares of the Company held by Chroma. Mr. Huang disclaims beneficial ownership of such Shares.
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(9) |
Our Office Holders as a group directly own 28,673 of our Shares (and 14,130 options, which are exercisable or will become exercisable, and RSUs which will vest, within 60 days of October 31, 2023). Each of
our Office Holders, other than Messrs. Amit and Stern (as a result of their beneficial interest in Shares owned by Priortech) and Mr. Huang (as a result of his beneficial interest in the Shares owned by Chroma), beneficially owns less
than 1% of our outstanding Shares (including options held by each such person which have vested or will vest, and RSUs that will vest, within 60 days of October 31, 2023) and have therefore not been listed separately.
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Country of Principal Executive Offices
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Israel
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Foreign Private Issuer
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Yes
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Disclosure Prohibited under Home Country Law
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No
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Total Number of Directors
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8
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Part I: Gender Identity
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Female
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Male
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Non-Binary
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Did Not Disclose
Gender
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Directors
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2
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6
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0
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0
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Part II: Demographic Background
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Underrepresented Individual in Home Country Jurisdiction
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0
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|||
LGBTQ+
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0
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Did Not Disclose Demographic Background
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8
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Services Rendered
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Fees
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Audit fees[1]
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$
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302,300
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Tax[2]
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$
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2,800
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Total
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$
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305,100
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[1] |
Audit fees for the year ended December 31, 2022 were for professional services rendered for the integrated audit of the Company’s annual consolidated financial statements and its internal controls over financial reporting (2022 audit
of consolidated financial statements) and services that are normally provided by independent registered public accounting firm in connection with statutory and regulatory filings or engagements.
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[2] |
Tax fees for the year ended December 31, 2022 relate to tax compliance, planning and advice.
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[3]
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Fees for audit related services for the year ended December 31, 2022 are fees for professional services rendered in connection with the audit and other assignments, including
consultancy and consents, provided in the framework of the underwritten public offering and related prospectus supplements filed by the Company with the SEC.
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By Order of the Board,
Moty Ben-Arie
Chairman of the Board of Directors
November 14, 2023
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1. |
Undertaking for Indemnification - General
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1.1 |
You serve or have been appointed to serve as an officer and/or director ("Office Holder") of Camtek Ltd., a company organized under the laws of the State of Israel (the "Company"). The Audit Committee, the Board of Directors, and the General Meeting of the Company resolved, on March 9, 2000, to grant an undertaking for indemnification to the Office Holders of the
Company.
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1.2 |
In consideration of your continuing service to the Company, the Company undertakes to indemnify you with respect to any liability or expense imposed upon you as a result of an action made or to be made by you in your capacity as an
Office Holder of the Company, in accordance with and subject to the provisions set forth below.
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1.3 |
Terms not defined in this Letter of Indemnification shall have the meanings assigned to them in the Companies Law, 5759-1999 (the “Companies Law”).
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1.4 |
This Letter of Indemnification and the undertakings of the Company hereunder are subject to the provisions of the Companies Law regarding the indemnification of office holders.
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2. |
The Substance of the Indemnification
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2.1 |
The Company shall indemnify you with respect to a liability or expense imposed upon you as a result of an action or omission ("Action"), made or taken by you in your capacity as an Office
Holder of the Company, including such an Action made or taken by you in your capacity as an Office Holder in any other company controlled, directly or indirectly, by the Company ("Subsidiary") or
a company not controlled by the Company but where your appointment as a director or observer results directly from the Company's holdings in such company ("Affiliate"), as follows:
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(a) |
A financial obligation imposed on you in favor of another person by a court judgment, including a settlement or an arbitrator's award approved by court; and
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(b) |
Reasonable litigation expenses, including legal fees, incurred by you or imposed upon you by a court, in proceeding instituted against you by the Company or on its behalf or by another person, or in any criminal proceedings in which
you are acquitted, or in any criminal proceedings of a crime which does not require proof of criminal intent in which you are convicted; and
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(c) |
Reasonable litigation expenses, including attorney's fees, incurred by you as a result of an investigation or proceeding instituted against you by a competent authority, which concluded without the filing of an indictment against you
and without the imposition of any financial liability in lieu of criminal proceedings, or which concluded without the filing of an indictment against you but with the imposition of a financial liability in lieu of criminal proceedings
concerning a criminal offense that does not require proof of criminal intent or in connection with a financial sanction (the phrases "proceeding concluded without the filing of an indictment" and "financial liability in lieu of criminal
proceeding" shall have the meaning ascribed to such phrases in section 260(a)(1a) of the Companies Law); and
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(d) |
expenses, including reasonable litigation expenses and legal fees, incurred by you in relation to a proceeding instituted against you: (1) pursuant to the provisions of Chapter H'3 ("Imposition of Financial Sanctions by the Israeli
Securities Authority") of the Israeli Securities Law, 5728-1968 (the "Securities Law"), or (2) pursuant to the provisions of Chapter H'4 ("Imposition of Administrative Enforcement Measures by the
Administrative Enforcement Committee") of the Securities Law, or (3) pursuant to the provisions of Chapter I'1 ("Arrangement for the Avoidance of taking or Cessation of Proceedings, subject to Conditions") of the Securities Law; and
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(e) |
Payment to an injured party, pursuant to section 52ND (a)(1)(a) of the Securities Law.
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2.2 |
If and to the extent prohibited by law, the Company will not indemnify you for any amount you may be obligated to pay with respect to:
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(a) |
a breach of your duty of loyalty, except where you have acted in good faith and with reasonable grounds to assume that your Actions would not adversely affect the Company;
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(b) |
a breach of the duty of care committed willfully or recklessly, unless committed through mere negligence;
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(c) |
an Action taken with the intention of receiving an unlawful personal gain;
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(d) |
any fine, civil fine, financial sanction or monetary settlement in lieu of a criminal proceeding imposed upon you; or
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(e) |
a proceeding instituted against you pursuant to the provisions of Chapters H'3, H'4 and I'1 of the Securities Law.
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2.3 |
The Company will make available all amounts needed in accordance with section 2.1 above when such amounts become payable by you ("Time of Indebtedness"), and with respect to items referred to
in sections 2.1(c) and 2.1(d) above, even prior to a court decision. You agree to repay advances given to cover legal expenses in criminal proceedings if you are found guilty of a crime that requires proof of criminal intent. You
further agree to repay advances if it is determined that you are not lawfully entitled to such indemnification. As part of the aforementioned undertaking, the Company will provide security or a guarantee that you may be required to post
in accordance with an interim decision given by a court or an arbitrator, including for the purpose of substituting liens imposed on your assets.
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2.4 |
You will be indemnified hereunder whether or not at the relevant Time of Indebtedness you are an Office Holder of the Company, a Subsidiary or an Affiliate; provided that the obligations are in respect of Actions taken while you were
such an Office Holder within the scope of your responsibilities.
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3. |
The Amount of Indemnification
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3.1 |
The total aggregate indemnification amount that the Company shall be obligated to pay to all of its Office Holders, for all matters and circumstances described herein, shall not exceed an amount equal to twenty five percent (25%) of
the shareholders' equity at the time of the indemnification. (hereinafter: the “Maximum Indemnification Amount”).
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3.2 |
To remove any doubt, it is hereby clarified that the Maximum Indemnification Amount is the maximum amount of indemnification for all of the Office Holders of the Company together, whether with respect to the same cause or a number of
causes, and such amount will be allocated amongst them in accordance with the chronological order in which the suits and/or claims, with respect to which indemnification is to be granted, were filed, up to said Maximum Indemnification
Amount.
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3.3 |
The indemnification amount actually paid shall be limited to those amounts not covered by the Company’s directors and officers insurance policy, and/or not actually paid, and you will not be entitled to payment from the Company for
damages with respect to which you have already received payment from an insurer and/or from the Company and/or from any other party.
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3.4 |
Subject to the aforesaid, the indemnification will be provided in each individual case for all amounts incurred by you with respect to events to which the indemnification applies.
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4. |
Categories of Events to which the Indemnification Applies
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4.1 |
an offer and/or issuance of securities of the Company to the public and/or to certain persons, under a prospectus or in a private placement, including the planned offering and the prospectus to be published in Nasdaq, and the content
of documents for the performance thereof;
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4.2 |
Actions and/or reports resulting from or relating to the Company’s status as a “public company” whose shares have been offered to the public and are traded on Nasdaq in the United States, and/or in any other exchange, including
without limitation the grant of information, data, representations, opinions, reports or notices to any third party pursuant to any law or regulation to which the Company is subject as a result of the aforementioned;
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4.3 |
resolutions and/or Actions regarding the management of the Company’s business;
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4.4 |
resolutions and/or Actions regarding environmental issues;
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4.5 |
resolutions and/or Actions regarding patents, models, trademarks or other intellectual property, and/or requests for infringement thereupon;
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4.6 |
resolutions and/or Actions regarding investments in the Company and/or the acquisition of assets, including the acquisition of companies and/or businesses and/or the investment of funds in tradeable securities and/or in any other
form;
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4.7 |
resolutions and/or Actions concerning labor relations;
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4.8 |
resolutions and/or Actions regarding agreements of the Company with others, including for example: customers, suppliers, contractors, etc.;
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4.9 |
resolutions and/or Actions concerning Subsidiaries and/or Affiliates, including resolutions and/or Actions as Office Holders in such Subsidiaries and/or Affiliates;
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4.10 |
a monetary liability to a third party due to the distribution of a dividend;
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4.11 |
resolutions and/or Actions concerning the provision of an opinion with respect to a tender offer, or any other Action concerning and/or related to a tender offer;
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4.12 |
resolutions and/or Actions concerning a merger; and
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4.13 |
resolutions and/or Actions concerning the approval of transactions with Office Holders and/or controlling shareholders;
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4.14 |
Actions taken pursunat to, or in accordance with, the policies and procedures of the Company, Subsidiaries and/or Affiliates, whether or not such policies and procedures are published;
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4.15 |
Representations and warranties made in good faith in connection with the business of the Company, Subsidiaires and Affiliates;
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4.16 |
Payments to injured parties pursuant to section 52ND(a)(1)(a) of the Securities Law.
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5. |
The Company hereby exempts you, to the fullest extent permitted by law, from any liability for damages caused as a result of a breach of your duty of care to the Company, provided that in no event shall you be exempt with respect to
(i) any Actions listed in section 2.2 above; or (ii) a breach of your duty of care to the Company, in connection with any resolution relating to an action or transaction in which you or any other officer or controlling shareholder of
the Company has a personal interest.
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6. |
In any event in which you are entitled to indemnification, such indemnification shall be subject to the following conditions:
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6.1 |
You shall notify the Company of any legal proceedings initiated against you and of all possible or threatened legal proceedings against you, without delay following your first becoming aware thereof; and you shall deliver to the
Company or to such person as it shall advise you, all documents and information you receive in connection with such proceedings.
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6.2 |
The Company shall be entitled to undertake the conduct of your defense in respect of such legal proceedings and/or to hand over the conduct thereof to any attorney which the Company may choose for that purpose, except to an attorney
who is not, upon reasonable grounds, acceptable to you, in which case another attorney will be selected by the Company.
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6.3 |
You will fully cooperate with the Company and/or with any attorney as aforesaid, in every reasonable way as shall be required by either of them, in the framework of their conduct of said legal proceedings, provided however that the
Company shall cover all expenses incidental thereto, so that you will not be required to pay for or to finance such expenses by yourself.
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6.4 |
The Company will have no liability or obligation to indemnify you as aforesaid for any expenses or damages pursuant to any compromise or settlement agreement reached in any suit, demand or other proceeding, unless the Company has
given advance written approval for such compromise or settlement.
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6.5 |
You shall neither admit to nor accept liability for an action with respect to which you are entitled to indemnification under this Indemnification Letter, without the prior written consent of the Company.
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7. |
In the event that any action, resolution, approval, or any other or further procedure shall be required in order to give force and/or effect to any of the above undertakings, the Company shall undertake to cause same to be taken,
adopted, given and/or made, as applicable, so that all its above undertakings shall have full force and effect.
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8. |
Your rights under this Letter of Indemnification may not be assigned or transferred in any way. Notwithstanding the above, the indemnification under this Letter shall inure also to the benefit of your estate.
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9. |
Regarding indemnification for liabilities under the American Securities Law of 1933, in relation to securities of the Company registered for trade on Nasdaq (except in relation to expenses incurred by you or imposed upon you in a
proceeding filed against you from which you have been acquitted), the Company shall indemnify you subject to its obligation to turn to the relevant court in the United States, as detailed in the Company's prospectus filed with Nasdaq,
in order for that court to rule whether the provisions of this Letter of Indemnification conform to the American Securities Law of 1993, and your rights under this Letter of Indemnification shall be subject to the said court's final
decision.
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10. |
For the avoidance of doubt, it is hereby clarified that nothing contained in this Letter of Indemnification or in the above resolutions derogates from the Company’s right to indemnify you post factum for any amounts which you may be
obligated to pay as set forth in section 2.1 above.
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11. |
If all or part of any undertaking contained herein is held invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability will not affect any of the other undertakings which will remain in full
force and effect. Furthermore, if such invalid or unenforceable undertaking may be modified or amended so as to be valid and enforceable as a matter of law, such undertakings will be deemed to have been modified or amended, and any
competent court or arbitrator are hereby authorized to modify or amend such undertaking, so as to be valid and enforceable to the maximum extent permitted by law.
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12. |
Subject to section 9 above, this Letter of Indemnification shall be governed by the laws of the State of Israel. The competent courts of the State of Israel shall have exclusive jurisdiction, and no forum outside of Israel shall have
any jurisdiction, over all matters in connection with this Letter of Indemnification, including its validity, construction, extent or cancellation.
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13. |
This Letter of Indemnification cancels and supersedes any preceding letter of indemnification that may have been issued to you. This letter is being issued to you pursuant to the resolutions adopted by the Compensation Committee on
November 12, 2023 of the Company and by the Board of Directors of the Company on November 14, 2023 and approved by the Company's shareholders on December 21, 2023.
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Sincerely,
______________________
Camtek Ltd.
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A. |
Overview
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1. |
Policy Guidelines
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1.1. |
Our Company provides inspection and metrology solutions dedicated to increasing production yield and products reliability, enabling and supporting customers’ latest technologies in the semiconductor industry.
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1.2. |
Our vision and business strategy is directed towards growth, profitability, innovation, and customer focus, all with a long term perspective.
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1.3. |
Our uncompromising commitment to excellence is based on performance, responsiveness and support. The Company’s success in fulfilling its commitments and long term vision and strategy relies on the excellence of its human resources
through all levels and on creating appropriate incentives for our employees and executives. Thus, we believe that the Company’s ability to achieve its goals requires us to recruit, motivate and retain high quality and experienced
leadership team and directors.
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1.4. |
Therefore, we believe in creating a comprehensive, customized compensation policy for our Office Holders (the “Policy”), which shall enable us to attract and retain highly qualified and
talented Office Holders. Moreover, the Policy shall motivate our Office Holders to achieve ongoing targeted results in addition to a high-level business performance in the long term, all, without encouraging excessive risk-taking.
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1.5. |
The Policy sets forth our philosophy regarding the Terms of Office and Employment of our Office Holders and is designed to allow us to be responsive to marketplace changes with respect to compensation levels and pay practices.
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1.6. |
The Policy provides our Compensation Committee and Board of Directors (the “Board of Directors”) with adequate measures and flexibility, to tailor each of our Executive’s compensation package
based, among others, on geography, applicable market terms, tasks, role, scope of position, seniority, skills and capability.
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1.7. |
The Policy shall maintain consistency in the way Office Holders are compensated.
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1.8. |
The Policy shall provide the Compensation Committee and the Board of Directors with guidelines as to exercising their discretion under the Company’s equity plans.
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1.9. |
The Policy is guided by the applicable principles set forth in the Law.
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2. |
Policy Principles
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2.1. |
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. |
The Policy shall be reviewed from time to time by the Compensation Committee and the Board of Directors, to ensure its compliance with applicable law and regulations as well as market practices and its conformity with the Company’s
targets and strategy. As part of such a review, the Compensation Committee and the Board of Directors will analyze the appropriateness of the Policy in advancing achievement of the Company’s goals, considering, among others, then
prevailing market practices as well as the implementation of the Policy by the Company during previous years.
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2.3. |
Any proposed amendment to, or renewal of, the Policy, shall be brought before the shareholders of the Company (the “Shareholders”) who shall in any event review and re-approve the Policy at
least every three years, or as otherwise required by Law.
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2.4. |
The approval procedures of Terms of Office and Employment as well as relevant background materials provided to the Compensation Committee and Board of Directors 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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B. |
General
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1. |
The Company’s CEO shall be entitled to approve non-material changes (not exceeding 5% of the aggregate value of the Total Cash Compensation for such calendar year) in the Terms of Office and Employment of Executives subordinate to
the CEO, without seeking the approval of the Compensation Committee.
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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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C. |
Executive Compensation
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1. |
When examining and approving the Executives’ Terms of Office and Employment, the Compensation Committee and Board of Directors shall review the following factors, and shall include them in their considerations and reasoning:
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1.1. |
The Executive’s education, skills, expertise, professional experience and specific achievements.
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1.2. |
The Executive’s role and scope of responsibilities and in accordance with the location in which such Executive is placed.
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1.3. |
The Executive’s previous and current cost of compensation.
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1.4. |
The Company’s performance, market cap and growth, and general market conditions.
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1.5. |
The ratio between the Executive’s compensation cost, including all components of the Executive’s Terms of Office and Employment, and the cost of compensation (including all components thereof) of the Company’s employees, in
particular with regard to the average and median ratios, and the effect of such ratio on workplace relations inside the Company as defined by the Law.
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1.6. |
Comparative information, as applicable, to former Executives in the same or similar positions, to other positions with similar scopes of responsibilities inside the Company, and to Executives with same or similar positions in peer
companies globally spread (a “Benchmark”). The Company shall determine the Company’s comparative peer groups to be examined under each Benchmark. The Benchmark shall include companies similar in
parameters such as, among others, revenue, market cap, field of operation, annual income, number of employees, country of operation etc. The comparative information, shall address various components of compensation, as shall be
applicable, including without limitation the base salary, variable cash incentives and equity and will rely, as much as possible, on external surveys.
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2. |
The compensation of each Executive shall be composed of, some or all, of the following components:
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i. |
Fixed components, which shall include, among others: base salary and benefits as may be customary under local customs;
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ii. |
Variable components, which may include: cash incentives and equity based compensation;
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iii. |
Separation package;
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iv. |
Directors & Officers (D&O) Insurance;
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v. |
Indemnification and exemption; and
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vi. |
Other components, which may include: change in control, relocation benefits, leave of absence, etc.
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3. |
Our philosophy is that our Executives’ compensation mix shall comprise of the above components, all in accordance with the position and responsibilities of each Executive, and taking into account the incentive that each component is
supposed to serve, as detailed in this Policy.
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4. |
The compensation package shall be reviewed with each Executive as may be required from time to time, but at least once every three years.
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5. |
Base Salary:
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5.1. |
Company’s Executives shall be paid a cash salary (“Base Salary”) on a monthly basis.
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5.2. |
The purpose of the Base Salary is to provide cash income based on the level of responsibility, individual qualities, past performance inside the Company, past experience (both inside and outside the Company) and comparative
information, such as the Benchmark, thereby creating an alignment between the Executive’s Base Salary and the aforementioned criteria, and ensuring the Company’s market global competitiveness in attracting Executives. The Compensation
Committee and Board of Directors shall continue to exercise caution in implementing any Base Salary increases, to ascertain that any such increases, if and when approved, are reasonably and moderately made; As a guideline, the
Compensation Committee and Board of Directors shall not approve such increases more than once every 3 years.
|
|
5.3. |
Our Compensation Committee and Board of Directors shall determine, from time to time, the target percentile, and/or range of percentiles, that our Executives’ base salary shall meet, with respect to the peer group companies examined
under the appropriate Benchmark; such percentile shall not exceed the 50th percentile, unless the Compensation Committee and Board of Directors deem that unique and special circumstances warrant a deviation from such cap.
|
|
5.4. |
The value of the annual Base Salary out of the Total Compensation of each of our Executives shall be designed not to be more than 70% of such Executive’s Total Compensation.
|
6. |
Benefits
|
|
6.1.1. |
Pension plan/ Executive insurance as customary in each territory.
|
|
6.1.2. |
Benefits which may be offered as part of the general employee benefits package (such as: private medical insurance, disability and life insurance, transportation (including Company car, a Company’s leased car or transportation
allowance)1 fully covered by the company including any tax gross up or tax payments incurred in this regard, education fund, etc.) – all in accordance with applicable local practices and legal requirements.
|
|
6.1.3. |
An Executive will be entitled to sick days and other special vacation days (such as recreation days), in accordance with local standards and practices.
|
|
6.1.4. |
An Executive may be entitled to vacation days (or redemption thereof), in correlation with the Executive’s seniority and position in the Company (generally up to 25 days annually), subject to the minimum vacation days’ requirements
per country of employment as well as the local national holidays.
|
|
6.1.5. |
Additional benefits in excess of those detailed in Sections 6.1.1 - 6.1.4 above, the aggregate value of which, for each of our Executives, shall not exceed 10% of such Executive’s annual base salary (excluding with respect to
relocation).
|
7. |
Variable Components
|
|
7.1. |
When determining the variable components as part of an Executive’s compensation package, the contribution of the Executive to the achievement of the Company and business unit’s goals, revenues, profitability and other key performance
indicators shall be considered, taking into account the Company and the business unit’s long term perspective and the Executive’s position.
|
|
7.2. |
Variable compensation components shall be comprised of cash components the majority of which shall be based on measurable criteria and on equity components, all taking into consideration a long term perspective.
|
|
7.3. |
The Board of Directors shall have the discretion to reduce or cancel any cash incentive.
|
8. |
Cash Incentives
|
|
8.1. |
Variable Cash Incentive Plan
|
|
8.1.1. |
Cash incentive payments to our Executives shall be determined based on the Company’s and business unit’s performance and on their individual performance and contribution to the Company.
|
|
8.1.2. |
Performance-based cash incentive compensation are intended to motivate and incentivize the Executive towards reaching Company, business unit and individual’s periodical and long-term goals and targets, and to reward periodical
accomplishments in order to align Executive’s objectives with the Company’s, thus maintaining market competitiveness in attracting Executives.
|
|
8.1.3. |
For each calendar year, our Compensation Committee and Board of Directors shall adopt a cash incentive plan (the “Cash 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 Cash Plan payment once actual achievements are known.
|
|
8.1.4. |
The Compensation Committee and Board of Directors may include in the Cash Plan predetermined thresholds, caps, multipliers, accelerators and deccelerators to corelate an Executive’s Cash Plan payments with actual achievements.
|
|
8.1.5. |
The On Target Cash Plan of each Executive shall be calculated based on such Executive’s base salary, and shall not exceed: (i) with respect to the
CEO- 100% of the annual Base Salary; and (ii) with respect to other Executives- 75% of the annual Base Salary.
|
|
8.1.6. |
The annual Cash Plan 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 the On
Target Cash Plan.
|
|
8.1.7. |
In the event that in a given year the Company’s NON GAAP Net Profit shall be less than US$6,000,000 (or a higher amount in the event determined so by the Board oof Directors in a given year) - no annual Cash Plan payment shall be
paid to Executives.
|
|
8.1.8. |
At least 50% of the On Target Cash Plan targets shall be measurable. Such targets may be with respect to Company, business unit and individual level and may include, among others, one or more
of the following, with respect to the Executive:
|
|
• |
Company’s/ business unit’s revenues
|
|
• |
Company’s/ business unit’s Operating Income
|
|
• |
Pre-tax profits above previous fiscal year
|
|
• |
Company’s/ business unit’s bookings
|
|
• |
Collection
|
|
• |
Customer satisfaction
|
|
• |
Earning per share.
|
|
8.1.9. |
The targets, as well as their weight and cap, shall be determined in accordance with the Executive’s position in the Company, the Executive’s individual roles, and the Company and the applicable business unit’s long term and short
term targets. The measurable targets shall include financial targets, which shall together weigh at least: (i) 50% of the On Target Cash Plan for headquarters Executives (such as CFO, VP Operations/COO, VP HR etc.) and (ii) 40% of the
On Target Cash Plan of other Executives (such as, business unit VP etc).
|
|
8.1.10. |
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 adjustment to the Company and/or business unit objective targets may be made, when applicable, following major acquisitions, divesture, organizational changes or material change
in the business environment.
|
|
8.2. |
Change In Control Cash Payment
|
|
8.2.1 |
Our Compensation Committee and Board of Directors shall be authorized to grant an Executive, in connection with an event of a change in control, a cash payment of up to 6 monthly Base Salaries, provided that in such change in control
event which results in the receipt by the Company (or its shareholders) of consideration with a value representing, a premium of at least 40% above the average of the closing prices per share of the Company’s ordinary shares as quoted
on the Nasdaq Stock Market over 20 trading days ending one day prior to the execution of the term sheet (or similar instrument) for such change of control event, such cash payment may be increased up to a total of 12 monthly Base
Salaries of such Executive.
|
9. |
Equity Based Compensation
|
|
9.1. |
The Company may 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 any existing or future equity plan (as may be adopted by the Company), and subject to any applicable law.
|
|
9.2. |
The grant of Equity Based Components is intended to align the interests of the Executive with those of the Shareholders, by creating a correlation between the Company’s success and the value of the Executive’s holdings.
|
|
9.3. |
The Company believes that it is not in its best interest to limit the exercise value of Equity Based Components.
|
|
9.4. |
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 shareholders and the effect of such grants
on the dilution of its shareholders.
|
|
9.5. |
Any grants of Equity Based Components shall be in accordance with and subject to the terms of the Company’s then applicable 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.
|
|
9.6. |
In the event of a change in control, unvested options may be accelerated as determined by the Board of Directors and the governing equity plan.
|
|
9.7. |
The total yearly Equity Value granted shall not exceed (i) with respect to the CEO - 300% of his annual Base Salary; and (ii) with respect to all other Executives, 250% of such Executive’s annual Base Salary.
|
|
9.8. |
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, provided however that at least 40% of the
Equity Based Components granted to an Executive in each calendar year shall comprise of either options with a fair market value exercise price or shall be otherwise subject to performance-based vesting.
|
10. |
Separation Package
|
|
10.1. |
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.
|
|
10.2. |
As a guideline, the notice period for the termination of an Executive shall not exceed three 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 an additional 3 months.
|
|
10.3. |
Other than payments required under any applicable law, local practices, vesting of outstanding options or acceleration of options – if termination is in connection with a change in control, transfer or release of pension funds,
manager’s insurance policies, etc. - the maximum separation package of each Executive shall not exceed the value of a onetime Total Cash Compensation of such Executive’s. separation package shall include any payment and/or benefit paid
to an Executive in connection with such Executive’s separation, all as defined in section 1 of the Law.
|
11. |
Others
|
|
11.1. |
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, car or transportation allowance, home leave visit, participation in children tuition fee etc., all as reasonable and customary for the relocated country and
in accordance with the Company’s relocation practices, approved by the Compensation Committee and Board of Directors.
|
|
11.2. |
Our Compensation Committee and our Board of Directors may approve, from time to time, with respect to any Executive, if they deem to be required under special circumstances or in case of an exceptional contribution to the Company,
including in cases of retention or attraction of an Executive, the grant of a onetime cash incentive, of up to 50% the Executive’s annual Base Salary.
|
12. |
Clawback Policy
|
|
12.1. |
Unless otherwise set forth under any applicable mandatory law or rule, including without limitations, the Companies Law, Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the clawback-related listing standards of the Nasdaq Stock Market:
|
|
12.1.1. |
In the event of a restatement of the Company’s financial results, we shall seek reimbursement from our Office Holders of, and the Office Holder shall be required to repay to us 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-year 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
to the current year presentation, or discretionary accounting changes.
|
12.1.2. |
Our Compensation Committee and Board of Directors shall be authorized not 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.
|
|
12.2. |
The Company has adopted a Clawback Policy, the initial form of which is attached hereto as Exhibit A (the “Clawback Policy”), intended to comply with
the requirements of the Companies Law, Section 10D of the Exchange Act, and the clawback-related listing standards of the Nasdaq Stock Market. In the event of a conflict between the Clawback Policy and this Policy, the Clawback Policy
shall prevail, and the provisions of Section 12.1 shall be deemed amended to conform to the requirements under the Clawback Policy.
|
D.
|
Director Remuneration:
|
1. |
Cash Compensation:
|
|
1.1. |
The Company’s Directors shall be entitled to receive an equal cash fee per year and per meeting, as shall be determined from time to time subject to applicable provisions of the Law.
|
|
1.2. |
The Company’s non-executive Chairman of the Board of Directors shall be entitled to receive an annual base salary which shall in no event exceed US$250,000.
|
|
1.3. |
Company’s Directors shall 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.
|
2. |
Equity Based Compensation
|
|
2.1. |
Each of the Directors may be entitled to receive equity based compensation per year, which shall be approved by the shareholders of the Company, in accordance with applicable law which value shall not exceed US$100,000.
|
|
2.2. |
The Company’s non-executive Chairman of the Board of Directors shall be entitled to receive equity based compensation which total annual Equity Value at the time of grant, shall not exceed, 40%
of his of his annual base salary.
|
|
2.3. |
The equity based compensation of each of the Company’s Directors shall vest in quarterly installments.
|
|
2.4. |
Equity based compensation granted to our non-executive directors shall be granted under the existing or future equity plan of the Company.
|
E.
|
Indemnification, Insurance and Exemption
|
|
1. |
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 officer’s liability insurance as shall be approved at the Compensation
Committee, the Board of Directors and our shareholders, all in accordance with any applicable law and the Company’s articles of association.
|
|
2. |
We shall be authorized to provide our Office Holders with a liability insurance policy which aggregate coverage shall be limited to the higher of (i) US$30,000,000, or (ii) 10% of the Company’s market cap (based on the average
closing price of the Company’s share on Nasdaq during the preceding 30 days), plus 20% additional coverage for claims-related costs, and the premium shall be up to US$1,000,000.
|
|
3. |
Our Compensation Committee shall be authorized to (i) increase the coverage purchased, and/or the premium paid for such policies, by up to 20% per year, without an additional shareholders’
approval, if and to the extent permitted under the Law, and (ii) with respect to a specific material transaction or a series of related transactions, constituting together a material transaction - to the
extent such insurance coverage is required in the opinion of our Compensation Committee, in order to provide adequate coverage for our directors and officers with respect to such a transaction – to purchase coverage in amounts of up
to 3 times the then existing limit of coverage, with costs of up to 3 times the then existing limit of premium amounts; in both (i) and (ii) - without an additional shareholders' approval, if and to the extent permitted under the Law.
|
F. |
Miscellaneous
|
|
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.
|
G. |
Definitions:
|
Company
|
CAMTEK LTD.
|
Law
|
The Israeli Companies Law, 5759-1999, and any regulations promulgated under it, as amended from time to time.
|
Compensation Committee
|
A committee, satisfying the requirements of the Law.
|
Office Holder
|
Director, CEO, Executive-Vice-President, any person filling any of these positions in a company even if he holds a different title, and any
other executive subordinated directly to the CEO, all as defined in section 1 of the Law.
|
Executive
|
Office Holder, excluding a director.
|
Terms of Office and Employment
|
Terms of office or employment of an Executive or a Director, including the grant of an exemption, an undertaking 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 the Law.
|
Total Cash Compensation
|
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.
|
Equity Value
|
The value of the total annual Equity Based Components, valued using the same methodology utilized in the Company’s financial statements. In
the event that the equity grant shall not be on a yearly basis, the term Equity Value shall reflect the portion of the grant in each year (i.e the total equity grant value, divided by the number of years for between grants).
|
Total Compesation
|
The Total Cash Compensation and Equity Value.
|
1. |
Persons Subject to Clawback Policy
|
2. |
Compensation Subject to Clawback Policy
|
3. |
Recovery of Compensation
|
4. |
Manner of Recovery; Limitation on Duplicative Recovery
|
5. |
Administration
|
6. |
Interpretation
|
7. |
No Indemnification; No Liability
|
8. |
Application; Enforceability
|
9. |
Severability
|
10. |
Amendment and Termination
|
11. |
Miscellaneous
|
12. |
Definitions
|
_______________________
|
__________________________________________
|
Date
|
Signature
|
__________________________________________
|
|
Name
|
|
__________________________________________
|
|
Title
|
FOR
|
AGAINST
|
ABSTAIN
|
|||||
1. Re-election of six directors:
|
|||||||
1.1. Rafi Amit
|
☐
|
☐
|
☐
|
||||
1.2. Yotam Stern
|
☐
|
☐
|
☐
|
||||
1.3. Moty Ben-Arie
|
☐
|
☐
|
☐
|
||||
1.4. Orit Stav
|
☐
|
☐
|
☐
|
||||
1.5. Leo Huang
|
☐
|
☐
|
☐
|
||||
1.6. I-Shih Tseng
|
☐
|
☐
|
☐
|
||||
2. Re-approval of the grant of indemnification and
exemption letters to Rafi Amit, Yotam Stern and Leo Huang
|
|||||||
2.1. Rafi Amit
|
☐
|
☐
|
☐
|
||||
Do you have a "personal interest" in this item 2.1?
Under the Companies Law, in general, a person is deemed to have a personal interest if any member of his or her immediate family, or the
immediate family of its spouse, has a personal interest in the adoption of the proposal; or if a company, other than Camtek, that is affiliated with such person, has a personal interest in the adoption of the proposal. For further
information regarding "personal interest", please see the explanation under Item 1 of the Proxy Statement.
PLEASE NOTE THAT IT IS HIGHLY UNLIKELY THAT YOU HAVE A PERSONAL
INTEREST IN THIS ITEM 2.1; you do not have a personal interest in the adoption of this proposal just because you own Camtek shares.
|
YES
|
NO
|
|||||
2.2. Yotam Stern
|
☐
|
☐
|
☐
|
||||
Do you have a "personal interest" in this item 2.2?
[Please find explanation regarding "personal interest" under item 2.1 above].
|
YES
|
NO
|
|||||
PLEASE NOTE THAT IT IS HIGHLY UNLIKELY THAT YOU HAVE A PERSONAL
INTEREST IN THIS ITEM 2.2; you do not have a personal interest in the adoption of this proposal just because you own Camtek shares.
|
|||||||
2.3. Leo Huang
|
☐
|
☐
|
☐
|
||||
Do you have a "personal interest" in this item 2.3?
[Please find explanation regarding "personal interest" under item 2.1 above].
|
YES
|
NO
|
|||||
PLEASE NOTE THAT IT IS HIGHLY UNLIKELY THAT YOU HAVE A PERSONAL
INTEREST IN THIS ITEM 2.3; you do not have a personal interest in the adoption of this proposal just because you own Camtek shares.
|
|||||||
3. Approval of an amendment to the Company’s
Compensation Policy with respect to the adoption by the Company of a Clawback Policy
|
☐
|
☐
|
☐
|
||||
Do you have a "personal interest" in this item 3?
[Please find explanation regarding "personal interest" under item 2.1 above].
PLEASE NOTE THAT IT IS HIGHLY UNLIKELY THAT YOU HAVE A PERSONAL
INTEREST IN THIS ITEM 3; you do not have a personal interest in the adoption of this proposal just because you own Camtek shares.
|
YES
|
NO
|
|||||
4. Re-appointment of Somekh
Chaikin, a member firm of KPMG International, as the Company’s independent auditor for the fiscal year ending December 31, 2023, for the year commencing January 1, 2024 and until the next annual general meeting of shareholders,
and to authorize the Company’s Board of Directors, upon the recommendation of the Audit Committee, to set the annual compensation of the independent auditor in accordance with the volume and nature of its services.
|
☐
|
☐
|
☐ |