Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

 

 

(e)       (i) On December 8, 2008, the Stock Option and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Ampal-American Israel Corporation (the “Company”) and the Board approved the repricing of outstanding options (the “Outstanding Options”) to purchase, in the aggregate, 2,270,000 shares of the Company’s Class A Stock, par value $1.00 (“Class A Stock”), which were previously granted to ten of the Company’s current employees, executive officers and directors pursuant to the Company’s 2000 Incentive Plan (the “Plan”). The Outstanding Options had been originally issued with exercise prices ranging from $3.12 to $5.35 per share, which prices represented the then current market prices of Class A Stock on the dates of the original grants. The repricing was effected by cancelling the Outstanding Options, and granting to each holder of cancelled Outstanding Options a new option, with a 10 year term, to purchase the total number of shares of Class A Stock underlying such cancelled Outstanding Options, at an exercise price equal to $1.17 per share, the closing price of Class A Stock on NASDAQ on December 5, 2008, the most recent closing price prior to the approval by the Board and the Committee (each such new option, a “Repriced Option” and collectively, the “Repriced Options”).

 

Each Repriced Option granted to a holder of cancelled Outstanding Options maintains the vesting schedule of such cancelled Outstanding Options. The cancellation of the Outstanding Options and the granting of the Repriced Options were made pursuant to the Plan and pursuant to a Stock Option Certificate executed by each recipient of a Repriced Option, the form of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

The Committee and the Board believe that, as a result of the Outstanding Options having exercise prices well above the recent trading price of Class A Stock, the Outstanding Options were no longer achieving the purposes for which they were intended and that it was in the best interest of the Company to reprice the Outstanding Options in order to provide adequate incentives to the option holders.

 

In connection with the repricing, the following Outstanding Options held by the Company’s Chief Executive Officer, Chief Financial Officer and other named executive officers (as set forth in the Company’s Definitive Proxy Statement relating to the annual meeting of the shareholders held on November 5, 2008, filed with the Securities and Exchange Commission on October 17, 2008) were repriced:

 

Outstanding Options Cancelled in the Repricing

 

 

 

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Repriced Options Granted in the Repricing

 

 

 

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(ii) On December 8, 2008, the Board and the Committee also approved (a) the grant to each of Erez I. Meltzer, Director of the Company and CEO of Gadot Chemical Tankers and Terminals Ltd., a wholly owned subsidiary of the Company, Daniel Vaknin, Independent Director, and Joseph Geva, Director, of an option to purchase 180,000 shares of Class A Stock at an exercise price of $1.17 per share, vesting in sixteen equal quarterly installments, and (b) the grant to Zahi Ben-Atav, Vice President – Accounting and Controller, of an option to purchase 40,000 shares of Class A Stock at an exercise price of $1.17 per share, vesting in sixteen equal quarterly installments. These options were granted pursuant to the Plan and pursuant to a Stock Option Certificate executed by each recipient, the form of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

 

 

 

 

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

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