| Share-Based Payment |
Note
18 - Share-Based Payment
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(1) |
The number
of units and weighted average exercise prices of share options and RSU granted to the Company’s employees:
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Weighted
average exercise price |
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NIS
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NIS
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Outstanding
at January 1 |
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7,196,651
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7,790,681
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55.14
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51.25
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Forfeited
during the year |
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(283,558
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)
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(210,182
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)
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63.81
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71.05
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Expired
during the year |
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(127,174
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)
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(55,509
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)
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74.95
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69.82
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Exercised
during the year (*) |
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(3,775,597
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)
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(953,497
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)
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42.93
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24.12
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Granted
during the year |
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Outstanding
at December 31 |
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Exercisable
at December 31 |
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70.33
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50.81
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(*)
The weighted average share price at the date of exercise for share options exercised in 2025 was NIS 81.71
(2024: NIS 65.85)
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Outstanding
at January 1 |
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1,209,704
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-
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Forfeited
during the year |
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(122,207
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)
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(100,035
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)
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Expired
during the year |
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-
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-
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Vested
during the year |
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(300,794
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)
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-
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Granted
during the year |
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Outstanding
at December 31 |
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1,575,657
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1,209,704
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(2) |
General description
of the Company’s share options and RSU’s: |
In
general, and in respect of the description of all of the allocations in this report:
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a. |
The options will be exercised in accordance
with the cashless exercise mechanism, as specified in the options plan. Subject to the other terms of the options plan, eligibility will
materialize for each of the aforementioned offerees to exercise the options in accordance with the vesting period as follows: 50%
of the options will vest 24 months after the grant date, 25% of the options will vest 36 months after the grant date, and 25% of the options
will vest 48 months after the grant date. In certain cases different vesting dates were determined, as specified
below, and unless stated otherwise, the vesting dates are as stated in this paragraph. The options are subject to standard adjustments
in accordance with the options plan, including, inter alia, in case of dividend distribution, and issuance of rights and bonus shares.
All option allocations were performed based on the Company’s current options plan. In case of termination of employment, the offeree
is given a limited period to exercise vested options only. In cases of termination of employment / activity in circumstances which were
defined as severe, the Company will have the possibility to revoke rights. |
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b. |
All RSUs allocations were performed
based on the Company’s current options plan. The
RSUs will vest as follows: 25% on each anniversary of the grant date over a four (4) year period, subject to the terms and conditions
of the options plan. In case of termination of employment, vested RSUs remain with the offeree, while any unvested RSUs are forfeited.
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(3) |
Details regarding
material allocations: |
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(A) |
On November 28, 2019, the Company
performed a private allocation of 100,000 non-marketable
and non-transferable options of the Company to a VP officer. The
options are exercisable on a cashless basis. The options’ vesting period will be distributed over 4 years, whereby 50% of the options
will vest two years after the grant date, 25% will vest three years after the grant date, and 25% will vest four years after the grant
date. The exercise price is USD 12.09. |
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(B) |
On April 12, 2020, the Company performed
a private allocation of 70,000 non-marketable
and non-transferable options of the Company to a VP officer. The
options are exercisable on a cashless basis. The options’ vesting period will be distributed over 4 years, whereby 50% of the
options will vest two years after the grant date, 25% will vest three years after the grant date, and 25% will vest four years after the
grant date. The exercise price is USD 11.48. |
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(C) |
On September 30, 2021, the Company
performed a private allocation of 1,182,000 non-marketable
and non-transferable options of the Company to the three founders: Gilad Yavetz, Zafrir Yoeli and Amit Paz, and to the Chairman of the
Board at the time of grant, Mr. Yair Seroussi . The
options are exercisable on a cashless basis. The options’ vesting period will be distributed over 4 years, whereby 25% of the options
will vest one year after the grant date, 25% will vest on a quarterly basis throughout the second year, 25-40% will vest on a quarterly
basis throughout the third year, and 10-25% will vest on a quarterly basis throughout the fourth year. The exercise price is USD 22.24.
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On
September 30, 2022, Zafrir Yoeli departed the company, and therefore 240,000 options
that have not yet matured expired.
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(D) |
On September 30, 2021, the Company
performed a private allocation of 780,000 non-marketable
and non-transferable options of the Company to officers who are VP’s in the Company. The
options are exercisable on a cashless basis. The options’ vesting period will be distributed over 4 years, whereby 25% of the
options will vest one year after the grant date, 25-30% will vest after the second year, 25-35% will vest after the third year, and 10-25%
will vest after the fourth year. The exercise price is USD 22.24. |
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(E) |
On June 28, 2022, the Company performed
a private allocation of 100,000 non-marketable
and non-transferable options of the Company to a VP officer. The
options are exercisable on a cashless basis. The options’ vesting period will be distributed over 4 years, whereby 25% of the options
will vest one year after the grant date, 25% will vest two years after the grant date, 35% will vest three years after the grant date,
and 15% will vest four years after the grant date. The exercise price is USD 19.98.
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(F) |
On April 24, 2023, the Company performed
a private allocation of 220,000 non-marketable
and non-transferable options of the Company to officers who are VP’s in the Company. The options are exercisable on a
cashless basis. The
options’ vesting period will be distributed over 4 years, whereby 25% of the options will vest one year after the grant date, 25%
will vest two years after the grant date, 35% will vest three years after the grant date, and 15% will vest four years after the grant
date. The exercise price is USD 16.18. |
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(G) |
On December 18, 2023, the Company
performed a private allocation of 146,427 non-marketable
and non-transferable options of the Company to officers who are VP’s in the Company. The options are exercisable on a
cashless basis. The
options’ vesting period will be distributed over 4 years, whereby 25% of the options will vest one year after the grant date, 25%
will vest two years after the grant date, 25% will vest three years after the grant date, and 25% will vest four years after the grant
date. The exercise price is USD 17.19. |
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(H) |
On
April 17, 2024, the company granted restricted stock units (RSUs) the Company’s Chairman of the Board at the time of grant, Mr.
Yair Seroussi and to Company’s CEO at the time of grant, Gilad Yavetz, which will entitle the offerees to receive ordinary shares
of the company, worth 0.1
NIS each, upon vesting dates. The
vesting period of the said RSUs is distributed equally and annually over 4 years. |
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(I) |
On April 17, 2024, the company granted
restricted stock units (RSUs) to the Company’s External Directors, which will entitle the offerees to receive ordinary shares of
the company, worth 0.1 NIS
each, upon vesting dates. The
vesting period of the said RSUs is distributed equally and annually over 3 years. |
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(J) |
On April 21, 2024, the Company performed
a private allocation of 40,000 non-marketable
and non-transferable options of the Company to its management member. The options are exercisable on a cashless basis. The
options’ vesting period will be distributed over 4 years, whereby 25% of the options will be vested annually from the grant date.
The exercise price is USD 16.41. |
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(K) |
On April 21, 2024, the company granted
restricted stock units (RSUs) to its management members, which will entitle the offerees to receive ordinary shares of the company, worth 0.1 NIS
each, upon vesting dates. The
vesting period of the said RSUs is distributed equally and annually over 4 years. |
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(L) |
On September 15, 2024, the
Company performed a private allocation of 137,369 non-marketable
and non-transferable options of the Company to its management members. The options are exercisable on a cashless basis. The
options’ vesting period will be distributed over 4 years, whereby 25% of the options will be vested annually from the grant date.
The exercise price is USD 16.04. |
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(M) |
On September 15, 2024, the company
granted restricted stock units (RSUs) to its management members, which will entitle the offerees to receive ordinary shares of the
company, worth 0.1 NIS
each, upon vesting dates. The
vesting period of the said RSUs is distributed equally and annually over 4 years. |
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(N) |
On August 04, 2025, the
Company performed a private allocation of 89,812 non-marketable
and non-transferable options of the Company to its management members. The options are exercisable on a cashless basis. The
options’ vesting period will be distributed over 4 years, whereby 25% of the options will be vested annually from the grant date.
The exercise price is USD 24.62. |
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(O) |
On August 04, 2025, the
company granted restricted stock units (RSUs) to its management members, which will entitle the offerees to receive ordinary shares
of the company, worth 0.1 NIS
each, upon vesting dates. The
vesting period of the said RSUs is distributed equally and annually over 4 years. |
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(P) |
On October 01, 2025, the
Company performed a private allocation of 1,013,888 non-marketable
and non-transferable options of the Company to the Company’s CEO, Adi Levitan, the Company’s Chairman of the Board, Gilad
Yavetze, the Company’s Vice Chairman of the Board, Yair Seroussi and to the Company’s management members. The options
are exercisable on a cashless basis. The
options’ vesting period will be distributed over 4 years, whereby 25% of the options will be vested annually from the grant date.
The exercise price is USD 25.59. |
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(Q) |
On October 01, 2025, the
company granted restricted stock units (RSUs) and performance-based RSUs (“PSUs”) to the Company’s CEO, Adi Leviatan,
the Company’s Chairman of the Board, Gilad Yavetz, the Company’s Vice Chairman of the Board, Yair Seroussi.
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The
vesting period of the RSUs and PSUs is distributed equally on an annual basis over 4 years. The vesting of the PSUs is subject to
the achievement of the applicable business performance metrics, determined on the grant date.
At
the same grant, the company granted restricted stock units (RSUs) to the Company’s management members which will entitle the offerees
to receive ordinary shares of the company, worth 0.1 NIS each, upon vesting dates. The vesting period of the said RSUs
is distributed equally and annually over 4 years.
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(4) |
Details
on options grants for the year ended December 31, 2025
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Grant
date |
25/03/2025
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25/03/2025
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05/05/2025
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04/08/2025
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04/08/2025
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29/07/2025
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01/10/2025
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01/10/2025
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Number
of options |
256,185
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183,863
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21,285
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89,812
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55,435
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98,743
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141,314
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987,667
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Option
value in NIS |
22.45
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23.83
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24.30
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36.62
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34.60
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35.63
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41.64
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48.71
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Option
value in USD |
6.12
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6.50
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6.73
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10.76
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10.16
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10.58
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12.60
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14.73
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Exercise
price in NIS |
61.27
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61.27
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58.47
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83.83
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83.83
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84.60
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97.66
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84.60
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Share
price in NIS |
59.22
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59.22
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58.57
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83.83
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83.83
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85.40
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101.90
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101.90
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Risk-free
interest rate |
4.17%
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4.17%
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4.12%
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4.11%
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4.11%
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3.95%
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3.95%
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3.95%
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Standard
deviation |
32.07%
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32.07%
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36.20%
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36.60%
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36.60%
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33.72%
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33.72%
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33.72%
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Value
of options in NIS Thousands |
5,751
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4,381
|
517
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3,289
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1,918
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3,518
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5,884
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48,109
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Value
of options in USD Thousands |
1,569
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1,195
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143
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966
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563
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1,045
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1,780
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14,552
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Options
expiration |
7
years |
The
valuation of the RSUs is at the share price as of grant date.
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