ENZYMOTEC LTD.
_________________________________________________
2013
OMNIBUS EQUITY INCENTIVE PLAN
_________________________________________________
__________________________________
Adopted:
August 21, 2013
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Unless otherwise defined, terms used herein shall have the
meaning ascribed to them in Section 2 hereof.
| 1. | PURPOSE; TYPES OF AWARDS; CONSTRUCTION. |
| 1.1. | Purpose. The purpose of this 2013 Omnibus Equity
Incentive Plan (as amended, the “Plan”)
is to afford an incentive to employees, directors, officers,
consultants, advisors, and any other person or entity whose
services are considered valuable (collectively, the “Service
Providers”) to Enzymotec Ltd., an Israeli company
(the “Company”), or any Affiliate of the
Company, which now exists or hereafter is organized or acquired
by the Company, to continue as Service Providers, to increase
their efforts on behalf of the Company or an Affiliate and
to promote the success of the Company's business, by providing
such Service Providers with opportunities to acquire a proprietary
interest in the Company by the issuance of Ordinary Shares
of the Company, and by the grant of options to purchase Shares
and awards of restricted Shares (“Restricted Shares”),
Restricted Share Units (“RSUs”) and other
Share-based Awards pursuant to the Plan. |
| 1.2. | Types of Awards. The Plan is intended to enable
the Company to issue Awards under varying tax regimes, including: |
| (i) | pursuant and subject to the provisions of Section 102 of the
Ordinance, and all regulations and interpretations adopted thereunder,
including the Income Tax Rules (Tax Benefits in Stock Issuance to
Employees) 5763-2003 (the “Rules”) or such other
rules published by the Israeli Income Tax Authorities (the “ITA”)
(such Awards, “102 Awards”). 102 Awards may either
be granted to a Trustee or without a trustee; |
| (ii) | pursuant to Section 3(9) of the Ordinance (such Awards, “3(9)
Awards”); |
| (iii) | Incentive Stock Options within the meaning of Section 422 of
the Code, or the corresponding provision of any subsequently enacted
United States federal tax statute, as amended from time to time,
to be granted to Service Providers who are deemed to be residents
of the U.S. for purposes of taxation; |
| (iv) | Nonqualified Stock Options to be granted to Service Providers
who are deemed to be residents of the U.S. for purposes of taxation;
and |
| (v) | other stock-based Awards pursuant to Section 12 hereof. |
In addition to the issuance of Awards under the
relevant tax regimes in the United States of America and the State of Israel, the Plan contemplates issuances to Grantees in other
jurisdictions with respect to which the Committee is empowered to make the requisite adjustments in the Plan and set forth the
relevant conditions in the Company’s agreement with the Grantee in order to comply with the requirements of the tax regimes
in any such jurisdictions.
The Plan contemplates the issuance of Awards by
the Company, both as a private company and as a publicly traded company.
| 1.3. | Construction. To the extent any provision herein
conflicts with the conditions of any relevant tax law or regulation
which are relied upon for tax relief in respect of a particular
Award to a Grantee, the provisions of such law or regulation
shall prevail over those of the Plan and the Committee is
empowered hereunder to interpret and enforce the said prevailing
provisions. |
| 2.1. | Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the
terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter
forms. The words “include”, “includes”
and “including” shall be deemed to be followed
by the phrase “without limitation”. Unless the
context requires otherwise (i) any definition of or reference
to any agreement, instrument or other document herein shall
be construed as referring to such agreement, instrument or
other document as from time to time amended, restated, supplemented
or otherwise modified (subject to any restrictions on such
amendments, restatements, supplements or modifications set
forth therein or herein), (ii) references to any law,
constitution, statute, treaty, regulation, rule or ordinance,
including any section or other part thereof, shall refer to
it as amended from time to time and shall include any successor
thereof, (iii) reference to a person shall means an individual,
partnership, corporation, limited liability company, association,
trust, unincorporated organization, or a government or agency
or political subdivision thereof, (iv) the words “herein”,
“hereof” and “hereunder”, and words
of similar import, shall be construed to refer to the Plan
in its entirety and not to any particular provision hereof
and (v) all references herein to Sections shall be construed
to refer to Sections to the Plan. |
| 2.2. | Defined Terms. The following terms shall have the
meanings ascribed to them in this Section 2: |
| 2.2.1. | “Affiliate” shall have the meaning
assigned thereto in Rule 405 of Regulation C under the Securities
Act. For the purpose of Options granted pursuant to 102 Awards,
“Affiliate” shall also mean an “employing
company” within the meaning of Section 102(a) of the
Ordinance. |
| 2.2.2. | “Applicable Law” shall mean any applicable
law, rule, regulation, statute, pronouncement, policy, interpretation,
judgment, order or decree of any federal, provincial, state
or local governmental, regulatory or adjudicative authority
or agency, of any jurisdiction, and the rules and regulations
of any stock exchange or trading system on which the Shares
are then traded or listed. |
| 2.2.3. | “Award” shall mean any Restricted Share,
Option or any other Share-based award, granted to a Grantee
under the Plan and any Share issued pursuant to the exercise
thereof. |
| 2.2.4. | “Board” shall mean the Board of Directors
of the Company. |
| 2.2.5. | “Code” shall mean the United States
Internal Revenue Code of 1986, as amended. |
| 2.2.6. | “Committee” shall mean a committee
established by the Board to administer the Plan, subject to
Section 3.1. |
| 2.2.7. | “Companies Law” shall mean the Israel
Companies Law-1999 and the regulations promulgated thereunder,
all as amended from time to time. |
| 2.2.8. | “Controlling Shareholder” shall have
the meaning set forth in Section 32(9) of the Ordinance. |
| 2.2.9. | “Disability” shall mean (i) the inability
of a Grantee to engage in any substantial gainful activity
by reason of any medically determinable physical or mental
impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period
of not less than 12 months, as determined by a medical doctor
satisfactory to the Committee or (ii) if applicable, a “permanent
and total disability” as defined in Section 22(e)(3)
of the Code or Section 409A(a)(2)(c)(i) of the Code, as amended
from time to time. |
| 2.2.10. | “Employee” shall mean a person who
is employed by the Company or any of its Affiliates, including,
for the purpose of Section 102, an individual who is serving
as an “office holder” as defined under the Companies
Law, but excluding any Controlling Shareholder. |
| 2.2.11. | “Exercise Period” shall mean the period,
commencing on the date of grant of an Option, during which
an Option shall be exercisable, subject to any vesting provisions
thereof and the termination provisions hereof. |
| 2.2.12. | “Exercise Price” shall mean the exercise
price for each Share covered by an Option. |
| 2.2.13. | “Fair Market Value” per Share as of
a particular date shall mean: (i) the average closing sales
price per Share on the securities exchange (including, if
applicable, The NASDAQ Stock Market) on which the Shares
are principally traded over the thirty (30) day calendar
period preceding the subject date (utilizing all trading
days during such 30 calendar day period); (ii) if the Shares
are then quoted in an over-the-counter market, the average
of the closing bid and asked prices for the Shares in that
over-the-counter market during the thirty (30) day calendar
period preceding the subject date (utilizing all trading
days during such 30 calendar day period); (iii) if the Shares
are not then listed on a securities exchange or quoted in
an over-the-counter market, such value as the Committee,
in its sole discretion, shall determine, with full authority
to determine the method for making such determination and
which determination shall be conclusive and binding on all
parties, and shall be made after such consultations with
outside legal, accounting and other experts as the Committee
may deem advisable; provided, however, that with respect
to Nonqualified Stock Options, the Fair Market Value of the
Shares shall be determined in a manner that satisfies the
applicable requirements of Section 409A of the Code, and
with respect to Incentive Stock Options, the Fair Market
Value shall be determined in a manner that satisfies the
applicable requirements of Section 422 of the Code, subject
to Code Section 422(c)(7). The Committee shall maintain a
written record of its method of determining such value. If
the Shares are listed or quoted on more than one established
stock exchange or over-the-counter market, the Committee
shall determine the principal such exchange or market and
utilize the price of the Shares on that exchange or market
(determined as per the method described in clauses (i) or
(ii) above, as applicable) for the purpose of determining
Fair Market Value. |
| 2.2.14. | “Grantee” shall mean a person who
receives a grant of an Award under the Plan, and who at the
time of grant is a Service Provider of the Company or any
Affiliate thereof. |
| 2.2.15. | “Non-Employee” shall mean a
consultant, adviser, Service Provider, Controlling Shareholder
or any other person who is not an Employee. |
| 2.2.16. | “Nonqualified Stock Option” shall
mean any Option granted to a Service Provider who is deemed
to be a resident of the U.S. for purposes of taxation, which
Option is not designated as, or does not meet the conditions
for, an Incentive Stock Option. |
| 2.2.17. | “Options” shall mean all options to
purchase Shares granted as 102 Awards, 3(9) Awards, Incentive
Stock Options and Non-Qualified Stock Options, as well as
options to purchase Shares issued under other tax regimes. |
| 2.2.18. | “Ordinance” shall mean the Israeli
Income Tax Ordinance (New Version) 1961, and the regulations
promulgated thereunder, all as amended from time to time. |
| 2.2.19. | “Parent” shall mean any company (other
than the Company), which now exists or is hereafter organized,
(i) in an unbroken chain of companies ending with the Company
if, at the time of granting an Award, each of the companies
(other than the Company) owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes
of stock in one of the other companies in such chain, or
(ii) if applicable, as defined in Section 424(e) of the Code. |
| 2.2.20. | “Retirement” shall mean a ▇▇▇▇▇▇▇'s
retirement pursuant to applicable law or in accordance with
the terms of any tax-qualified retirement plan maintained
by the Company or any of its affiliates in which the Grantee
participates. |
| 2.2.21. | “Securities Act” shall mean the U.S.
Securities Act of 1933, as amended. |
| 2.2.22. | “Shares” shall mean Ordinary Shares,
par value NIS 0.01 of the Company, or shares of such other
class of shares of the Company as shall be designated by
the Board in respect of the relevant Award. |
| 2.2.23. | “Subsidiary” shall mean any company
(other than the Company), which now exists or is hereafter
organized or acquired by the Company, (i) in an unbroken
chain of companies beginning with the Company if, at the
time of granting an Award, each of the companies other than
the last company in the unbroken chain owns stock possessing
fifty percent (50%) or more of the total combined voting
power of all classes of stock in one of the other companies
in such chain, or (ii) if applicable, as defined in Section
424(f) of the Code. |
| 2.2.24. | “Ten Percent Shareholder” shall mean
a Grantee who, at the time an Incentive Stock Option is granted,
owns shares possessing more than ten percent (10%) of the
total combined voting power of all classes of shares of the
Company or any Parent or Subsidiary. |
| 2.2.25. | “Trustee” shall mean the trustee appointed
by the Committee or the Board, as the case may be, to hold
the respective Options and/or Shares (and, in relation with
102 Awards, approved by the Israeli tax authorities), if
so appointed. |
| 2.3. | Other Defined Terms. The following terms shall
have the meanings ascribed to them in the Sections set forth
below: |
| Term |
Section |
| 102 Awards |
1.2(i) |
| 102 Capital Gains Track Options |
9.1 |
| 102 Non-Trustee Options |
9.2 |
| 102 Ordinary Income Track Options |
9.1 |
| 102 Trustee Options |
9.1 |
| 3(9) Awards |
1.2(ii) |
| Cause |
6.6.3 |
| Company |
1.1 |
| Effective Date |
25.1 |
| Election |
9.2 |
| Eligible 102 Grantees |
4.2 |
| ISO Shares |
8.4 |
| ITA |
1.2(i) |
| Market Stand-Off |
17.1 |
| Merger/Sale |
14.2 |
| Option Agreement |
6 |
| Plan |
1.1 |
| Required Holding Period |
9.4 |
| Restricted Period |
11.4 |
| Restricted Share Agreement |
11 |
| Restricted Share Unit Agreement |
12.1 |
| Restricted Shares |
1.1 |
| RSU |
12.1 |
| Rules |
1.2(i) |
| Service Provider(s) |
1.1 |
| Successor Corporation |
14.2.1 |
| Withholding Obligations |
18.3 |
| 3.1. | To the extent permitted under Applicable Law and the Memorandum
of Association, Articles of Association and any other governing
document of the Company, the Plan shall be administered by
the Committee. In the event that the Board does not create
a committee to administer the Plan, the Plan shall be administered
by the Board in its entirety. In the event that an action
necessary for the administration of the Plan is required under
law to be taken by the Board, then such action shall be so
taken by the Board. In any such event, all references herein
to the Committee shall be construed as references to the Board. |
| 3.2. | The Committee shall consist of two or more directors of
the Company, as determined by the Board. The Board shall appoint
the members of the Committee, may from time to time remove
members from, or add members to, the Committee, and shall
fill vacancies in the Committee however caused, provided that
the composition of the Committee shall at all times be in
compliance with any mandatory requirements of Applicable Law.
The Committee may select one of its members as its Chairman
and shall hold its meetings at such times and places as it
shall determine. The Committee may appoint a Secretary, who
shall keep records of its meetings, and shall make such rules
and regulations for the conduct of its business as it shall
deem advisable and subject to requirements of Applicable Law. |
| 3.3. | Subject to the terms and conditions of the Plan, any mandatory
provisions of Applicable Law and any provisions of any Company
policy required under mandatory provisions of Applicable Law,
and in addition to the Committee's powers contained elsewhere
in the Plan, the Committee shall have full authority in its
discretion, from time to time and at any time, to determine
any of the following, or to recommend to the Board any of
the following if it is not authorized to take such action
according to Applicable Law: |
| (ii) | grants of Awards and setting the terms and provisions of
Option Agreements (which need not be identical) and any other
agreements or instruments under which Awards are made, including,
but not limited to, the number of Shares underlying each Award, |
| (iii) | the time or times at which Awards shall be granted, |
| (iv) | the vesting schedule, the acceleration thereof and conditions
on which Awards may be exercised, |
| (vi) | the interpretation of the Plan, |
| (vii) | the rules and regulations relating to and for carrying out
the Plan, and any amendment or rescission thereof, as it may
deem appropriate, |
| (viii) | the Fair Market Value of the Shares, |
| (ix) | the tax track (capital gains, ordinary income track or any
other track available under the Section 102 of the Ordinance)
for the purpose of 102 Awards, and |
| (x) | any other matter which is necessary or desirable for, or incidental
to, the administration of the Plan and any Award thereunder. |
| 3.4. | Grants of Awards shall be made pursuant to written notice
to Grantees setting forth the terms of the Award. Such notice
shall designate the type of Award as one of the following:
(i) a 102 Award granted to a Trustee (either as a 102 Award
(capital gain track) with Trustee or a 102 Award (ordinary
income track) with Trustee), (ii) a 102 Award without a Trustee,
(iii) a 3(9) Award, (iv) an Incentive Stock Option,
(v) a Nonqualified Stock Option, or (vi) any other type of
Award. |
| 3.5. | Subject to the mandatory provisions of Applicable Law,
the grant of any Award, whether by the Committee or the Board,
shall be deemed to include an authorization of the issuance
of Shares upon the due exercise thereof. |
| 3.6. | The authority granted hereunder includes the authority
to modify Awards to eligible individuals who are foreign nationals
or are individuals who are employed outside Israel to recognize
differences in local law, tax policy or custom, in order to
effectuate the purposes of the Plan but without amending the
Plan. The Committee shall have the authority to grant, in
its discretion, to the holder of an outstanding Award, in
exchange for the surrender and cancellation of such Award,
a new Award having an Exercise Price lower than that provided
in the Award so surrendered and canceled and containing such
other terms and conditions as the Committee may prescribe
in accordance with the provisions of the Plan or to set a
new Exercise Price for the same Award lower than that previously
provided in the Award. |
| 3.7. | All decisions, determination and interpretations of the
Committee shall be final and binding on all Grantees of any
Awards under the Plan, unless otherwise determined by the
Board. No member of the Committee shall be liable for any
action taken or determination made in good faith with respect
to the Plan or any Award granted hereunder. |
| 4.1. | Awards may be granted to Service Providers of the Company
or any Affiliate thereof, taking into account the qualification
under each tax regime pursuant to which such Awards are granted.
A person who has been granted an Award hereunder may be granted
additional Awards, if the Committee shall so determine, subject
to the limitations herein. In determining the persons to whom
Awards shall be granted and the number of Shares to be covered
by each Award, the Committee shall take into account the duties
of the respective persons, their present and potential contributions
to the success of the Company and such other factors as the
Committee shall deem relevant in connection with accomplishing
the purpose of the Plan or which it shall be required to consider
pursuant to the provisions of Applicable Law or any provisions
of any Company policy required under mandatory provisions
of Applicable Law. |
| 4.2. | Subject to Applicable Law, 102 Awards may not be granted
to Controlling Shareholders and may only be granted to Employees,
including officers and directors, of the Company or any Affiliate
thereof, who are Israeli residents (“Eligible 102
Grantees”). Awards to Eligible 102 Grantees in Israel
shall be 102 Awards. Eligible 102 Grantees may receive only
102 Awards, which may either be grants to a Trustee or grants
under Section 102 without a trustee. Unless otherwise permitted
by the Ordinance and the Rules, no 102 Awards to a Trustee
may be granted until the expiration of thirty (30) days after
the requisite filings under the Ordinance and the Rules have
been appropriately made with the ITA. |
| 4.3. | Subject to Applicable Law, Non-Employees who are Israeli
residents and are not Eligible 102 Grantees may only be granted
3(9) Awards under the Plan. |
The initial number of Shares reserved for the grant
of Awards under the Plan shall be 9,166 Shares, subject to adjustment due to certain changes as provided under the Plan. The reserved
pool under the Plan will be automatically increased annually on each January 1 subsequent to the date of the adoption of the Plan
by a number of Shares equal to the lower of (i) 2% of our outstanding shares, (ii) 20,000 Shares, subject to adjustment due to
certain changes as provided under the Plan, or (iii) a number of Shares determined by the Board, if so determined prior to the
January 1 on which the increase will occur. All of the Shares reserved for issuance under the Plan may be issued pursuant to the
exercise of Incentive Stock Options. The class of Shares shall be designated by the Board with respect to each Award and
the notice of grant shall reflect such designation. Any Share underlying an Award granted hereunder that has expired or was cancelled
or terminated or forfeited for any reason without having been exercised shall be automatically, and without any further action
on the part of the Company or any Grantee, returned to the “pool” of reserved Shares hereunder and shall again be
available for grant for the purposes of the Plan (unless the Plan shall have been terminated) or unless the Board determines otherwise.
Notwithstanding the other provisions of this Section 5, the Board may, subject to any other approvals required under any Applicable
Law, increase or decrease the number of Shares to be reserved under the Plan. Such Shares may, in whole or in part, be authorized
but unissued Shares, or Shares that shall have been or may be reacquired by the Company (to the extent permitted pursuant to the
Companies Law) or by a trustee appointed by the Board under the relevant provisions of the Ordinance, the Companies Law or any
equivalent provision. Any Shares that are not subject to outstanding Awards at the termination of the Plan shall cease to be reserved
for the purpose of the Plan, but until termination of the Plan, the Company shall at all times reserve a sufficient number of
Shares to meet the requirements of the Plan.
| 6. | TERMS AND CONDITIONS OF OPTIONS. |
Each Option granted pursuant to the Plan shall be
evidenced by a written agreement between the Company and the Grantee or a written notice delivered by the Company and accepted
by the Grantee (the “Option Agreement”), in such form and containing such terms and conditions as the Committee
shall from time to time approve, which Option Agreement shall comply with and be subject to the following terms and conditions,
unless otherwise specifically provided in such Option Agreement or the terms referred to in Sections 9 and 10 below. For purposes
of interpreting this Section 6, a director's service as a member of the Board or the services of an officer, as the case may be,
shall be deemed to be employment with the Company or its Subsidiary or Affiliate.
| 6.1. | Number of Shares. Each Option Agreement shall state
the number of Shares covered by the Option. |
| 6.2. | Type of Option. Each Option Agreement shall specifically
state the type of Option granted thereunder and whether it
constitutes an Incentive Stock Option, Nonqualified Stock
Option, 102 Option Award and the relevant track, 3(9) Option
Award, or otherwise. |
| 6.3. | Exercise Price. Each Option Agreement shall state
the Exercise Price. In the case of an Incentive Stock Option,
the Exercise Price shall not be less than one hundred percent
(100%) of the Fair Market Value of the Shares covered by the
Option on the date of grant or such other price as may be
required pursuant to the Code. For an Incentive Stock Option
granted to any Ten-Percent Shareholder, the Exercise Price
shall be no less than 110% of the Fair Market Value of the
Shares covered by the Option on the date of grant. The Exercise
Price of a Nonqualified Stock Option shall not be less than
100% of the Fair Market Value of the Shares on the date of
grant unless the Committee specifically indicates that the
Option will have a lower Exercise Price and the Option complies
with Section 409A of the Code. In the case of any other Option,
the per share Exercise Price shall be equal to the Fair Market
Value of the Shares on the date of grant, or such other price
as shall be determined by the Committee, provided, however,
that in no event shall the Exercise Price of an Option be
less than the par value of the shares for which such Option
is exercisable. For any grant for which the Exercise Price
is determined by reference to Fair Market Value on the date
of grant, the Committee (or the Board, if it is approving
the grant) shall approve the grant prior to the applicable
period over which Fair Market Value is determined (if the
Shares are then traded on a securities exchange or quoted
in the over-the-counter market, therefore, the Committee or
Board shall approve the grant at least 30 calendar days prior
to the grant date, in order that the Fair Market Value determination
be made over the 30- calendar-day period between the Committee
or Board approval and the setting of the Exercise Price).
Subject to Section 3 and to the foregoing, the Committee may
reduce the Exercise Price of any outstanding Option. The Exercise
Price shall also be subject to adjustment as provided in Section
14 hereof. This Section 6.3 shall not apply to an Option granted
pursuant to assumption of, or substitution for, another option
in a manner that complies with Code Section 424(a), whether
or not the Option is an Incentive Stock Option. |
| 6.4. | Manner of Exercise. An Option may be exercised,
as to any or all Shares as to which the Option has become
exercisable, by written notice delivered in person or by mail
to the Secretary of the Company or to such other person as
determined by the Committee, specifying the number of Shares
with respect to which the Option is being exercised, accompanied
by payment of the Exercise Price for such Shares in the manner
specified in the following sentence. The Exercise Price shall
be paid in full with respect to each Share, at the time of
exercise, either in (i) cash, (ii) if the Company’s
shares are publicly traded, all or part of the Exercise Price
and any withholding taxes may be paid by the delivery (on
a form prescribed by the Company) of an irrevocable direction
to a securities broker approved by the Company to sell Shares
and to deliver all or part of the sales proceeds to the Company
or the Trustee, (iii) if the Company’s shares are publicly
traded, all or part of the Exercise Price and any withholding
taxes may be paid by the delivery (on a form prescribed by
the Company) of an irrevocable direction to pledge Shares
to a securities broker or lender approved by the Company,
as security for a loan, and to deliver all or part of the
loan proceeds to the Company or the Trustee, or (iv) in such
other manner as the Committee shall determine, which may include
procedures for cashless exercise. |
| 6.5. | Term and Vesting of Options. Each Option Agreement
shall provide the vesting schedule for the Option as determined
by the Committee. To the extent permitted under Applicable
Law, the Committee shall have the authority to determine the
vesting schedule and accelerate the vesting of any outstanding
Option at such time and under such circumstances as it, in
its sole discretion, deems appropriate. Unless otherwise resolved
by the Committee and stated in the Option Agreement, and subject
to Sections 6.6 and 6.7 hereof, Options shall vest and become
exercisable under the following schedule: twenty-five percent
(25%) of the Shares covered by the Option, on the first anniversary
of the date on which such Option is granted, provided that
the Grantee remains continuously employed by or in the service
of the Company or its Subsidiary or Affiliate for that one
year, and six and one-quarter percent (6.25%) of the Shares
covered by the Option at the end of each subsequent three-month
period, provided that the Grantee remains continuously employed
by or in the service of the Company or its Subsidiary or Affiliate
for that quarter, over the course of the following three (3)
years of continued employment by or service for the Company
or its Subsidiary or Affiliate. The Option Agreement may contain
performance goals and measurements, and the provisions with
respect to any Option need not be the same as the provisions
with respect to any other Option. The Exercise Period of an
Option will be 10 years from the date of grant of the Option
unless otherwise determined by the Committee, but subject
to the vesting provisions described above and the early termination
provisions set forth in Sections 6.6 and 6.7 hereof; provided,
however, that in the case of an Incentive Stock Option granted
to a Ten Percent Shareholder, such Exercise Period shall not
exceed five (5) years from the date of grant of such Option.
At the expiration of the Exercise Period, all unexercised
Options shall become null and void. |
| 6.6.1. | Except as provided in this Section 6.6 and in Section
6.7 hereof, an Option may not be exercised unless the Grantee
is then in the employ of or maintaining a director, officer,
consultant, advisor or supplier relationship with the Company
or a Subsidiary or Affiliate thereof or, in the case of an
Incentive Stock Option, a company or a parent or subsidiary
company of such company issuing or assuming the Option in
a transaction to which Section 424(a) of the Code applies,
and unless the Grantee has remained continuously so employed
or in the director, officer, supplier, consultant, or advisor
relationship since the date of grant of the Option. In the
event that the employment or director, officer or consultant,
advisor or supplier relationship of a Grantee shall terminate
(other than by reason of death, Disability or Retirement),
all Options of such Grantee that are vested and exercisable
at the time of such termination may, unless earlier terminated
in accordance with their terms, be exercised within up to
three (3) months after the date of such termination (or such
different period as the Committee shall prescribe); provided,
however, that if the Company (or the Subsidiary or Affiliate,
when applicable) shall terminate the Grantee’s employment
or service for Cause (as defined below) or if, whether or
not the Grantee’s employment is terminated by either
party, circumstances arise or are discovered with respect
to the Grantee that would have constituted Cause for termination
of his or her employment or service, all Options theretofore
granted to such Grantee (whether vested or not) shall, to
the extent not theretofore exercised, terminate on the date
of such termination (or on which such circumstances arise
or are discovered, as the case may be) unless otherwise determined
by the Committee. |
| 6.6.2. | In the case of a Grantee whose principal employer is a
Subsidiary or Affiliate, the Grantee’s employment shall
also be deemed terminated for purposes of this Section 6.6
as of the date on which such principal employer ceases to
be a Subsidiary or Affiliate. Notwithstanding anything to
the contrary, the Committee, in its absolute discretion, may,
on such terms and conditions as it may determine appropriate,
extend the periods for which the Options held by any individual
may continue to vest and be exercisable; provided, that such
Options may lose their status as Incentive Stock Options under
applicable law and be deemed Nonqualified Stock Options as
a result of the modification of the Option to extend the exercise
period and/or in the event that the Option is exercised beyond
the later of: (i) three (3) months after the date of termination
of the employment relationship ; or (ii) the applicable period
under Section 6.7 below with respect to a termination of the
employment relationship because of the death, Disability or
Retirement of Grantee. |
| 6.6.3. | For purposes of the Plan, the term “Cause”
shall mean any of the following: (a) any fraud, embezzlement
or felony or similar act by the Grantee (whether or not related
to the Grantee’s relationship with the Company); (b)
an act of moral turpitude by the Grantee, or any act that
causes significant injury to the reputation, business, assets,
operations or business relationship of the Company (or a Subsidiary
or Affiliate, when applicable); (c) any material breach by
the Grantee of an agreement between the Company or any Subsidiary
or Affiliate and the Grantee (including material breach of
confidentiality, non-competition or non-solicitation covenants)
or of any duty of the Grantee to the Company or any Subsidiary
or Affiliate thereof; or (d) any circumstances that constitute
grounds for termination for cause under the Grantee’s
employment, consulting or service agreement with the Company
or Subsidiary or Affiliate, to the extent applicable. |
| 6.7. | Death, Disability or Retirement of Grantee. If
a Grantee shall die while employed by, or performing service
for, the Company or a Subsidiary, or within the three (3)
month period after the date of termination of such Grantee's
employment or service (or within such different period as
the Committee may have provided pursuant to Section 6.6 hereof),
or if the Grantee's employment or service shall terminate
by reason of Disability, all Options theretofore granted to
such Grantee may (to the extent otherwise vested and exercisable
and unless earlier terminated in accordance with their terms),
be exercised by the Grantee or by the Grantee's estate or
by a person who acquired the right to exercise such Options
by bequest or inheritance or otherwise by result of death
or Disability of the Grantee, at any time within one (1) year
after the death or Disability of the Grantee (or such different
period as the Committee shall prescribe). In the event that
an Option granted hereunder shall be exercised by the legal
representatives of a deceased or former Grantee, written notice
of such exercise shall be accompanied by a certified copy
of letters testamentary or equivalent proof of the right of
such legal representative to exercise such Option. In the
event that the employment or service of a Grantee shall terminate
on account of such ▇▇▇▇▇▇▇'s Retirement, all Options of such
Grantee that are exercisable at the time of such Retirement
may, unless earlier terminated in accordance with their terms,
be exercised at any time within the three (3) month period
after the date of such Retirement (or such different period
as the Committee shall prescribe). |
| 6.8. | Suspension of Vesting. Unless the Board of Directors
or the Committee provides otherwise, vesting of Options granted
hereunder shall be suspended during any unpaid leave of absence,
other than in the case of any (a) leave of absence which was
pre-approved by the Company for purposes of continuing the
vesting of Options, or (b) transfers between locations of
the Company or between the Company, any Affiliate, or any
respective successor thereof. |
| 6.9. | Voting Proxy. Until immediately after the listing
for trading on a stock exchange or market or trading system
of the Company’s (or the Successor Corporation’s)
Shares, the right to vote any Shares acquired under the Plan
pursuant to an Award shall, unless otherwise determined by
the Committee, be given by the Grantee or the Trustee (if
so requested from the Trustee and agreed by the Trustee),
as the case may be, pursuant to an irrevocable proxy, to the
person or persons designated by the Board. All Awards granted
hereunder shall be conditioned upon the execution of such
irrevocable proxy. So long as any such Shares are held by
a Trustee (and unless a proxy was given by the Trustee as
aforesaid), such Shares shall be voted by the Trustee, and
unless the Trustee is directed otherwise by the Board, such
Shares shall be voted in the same proportion as the result
of the shareholder vote at the shareholders meeting or written
consent in respect of which the Shares held by the Trustee
are being voted. Any irrevocable proxy granted pursuant hereto
shall be of no force or effect immediately after the immediately
after the listing for trading on a stock exchange or market
or trading system of the Company’s (or the Successor
Corporation’s) Shares. |
| 6.10. | Other Provisions. The Option Agreement evidencing
Awards under the Plan shall contain such other terms and
conditions not inconsistent with the Plan as the Committee
may determine, at or after the date of grant, including provisions
in connection with the restrictions on transferring the Awards,
which shall be binding upon the Grantees and other terms
and conditions as the Committee shall deem appropriate. |
| 6.11. | Israeli Index Base for 102 Awards. Each 102 Award
will be subject to the Israeli index base of the Value of
Benefit, as defined in Section 102(a) of the Ordinance, as
determined by the Committee in its discretion, pursuant to
the Rules, from time to time. In the event that the Company
effects a public offering of its shares in any stock exchange
outside of Israel, the Committee may amend retroactively
the Israeli index base, pursuant to the Rules, without the
Grantee’s consent. |
| 6.12. | Securities Law Restrictions. Except as otherwise
provided in the applicable Option Agreement or other agreement
between the Service Provider and the Company, if the exercise
of an Option following the termination of the Service Provider’s
employment or service (other than for Cause) would be prohibited
at any time solely because the issuance of Shares would violate
the registration requirements under the Securities Act, then
the Option shall terminate on the earlier of (i) the
expiration of a period of three (3) months after
the termination of the Service Provider’s employment
or service during which the exercise of the Option would
not be in violation of such registration requirements, or
(ii) the expiration of the term of the Option as set
forth in the Option Agreement.
In addition, unless otherwise provided in a Participant’s
Option Agreement, if the sale of any Shares received upon
exercise of an Option following the termination of the Service
Provider’s employment or service (other than for Cause)
would violate the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy,
then the Option shall terminate on the earlier of (i) the
expiration of a period equal to the applicable post-termination
exercise period after the termination of the Service Provider’s
employment or service during which the exercise of the Option
would not be in violation of the Company’s ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ policy, or (ii) the expiration of the term of
the Option as set forth in the applicable Option Agreement. |
| 7. | NONQUALIFIED STOCK OPTIONS. |
Options granted pursuant to this Section 7 are intended
to constitute Nonqualified Stock Options and shall be subject to the general terms and conditions specified in Section 6 hereof
and other provisions of the Plan, except for any provisions of the Plan applying to Options under different tax laws or regulations.
[Nonqualified Stock Options may not be granted to Service Providers who are providing services only to a “parent”
of the Company, as such term is defined in Rule 405 of Regulation C under the Securities Act, unless the Shares underlying such
Awards are treated as “service recipient stock” under Section 409A of the Code because the Awards are granted pursuant
to a corporate transaction (such as a spin off transaction) or unless such Awards comply with the distribution requirements of
Section 409A of the Code.]
| 8. | INCENTIVE STOCK OPTIONS. |
Options granted pursuant to this Section 8 are intended
to constitute Incentive Stock Options and shall be granted subject to the following special terms and conditions, the general
terms and conditions specified in Section 6 hereof and other provisions of the Plan, except for any provisions of the Plan applying
to Options under different tax laws or regulations:
| 8.1. | Eligibility for Awards. Incentive Stock Options
may be granted only to Employees of the Company, or to Employees
of a Parent or Subsidiary corporation thereof (as such terms
are defined in Sections 424(e) and 424(f) of the Code). |
| 8.2. | Value of Shares. The aggregate Fair Market Value
(determined as of the date the Incentive Stock Option is granted)
of the Shares with respect to which all Incentive Stock Options
granted under the Plan and all other option plans of any Parent
or Subsidiary corporation become exercisable for the first
time by each Grantee during any calendar year shall not exceed
one hundred thousand United States dollars ($100,000) with
respect to such Grantee. To the extent that the aggregate
Fair Market Value of Shares with respect to which the Incentive
Stock Options are exercisable for the first time by any Grantee
during any calendar years exceeds one hundred thousand United
States dollars ($100,000), such Options shall be treated as
Nonqualified Stock Options. The foregoing shall be applied
by taking Options into account in the order in which they
were granted, with the Fair Market Value of any Share to be
determined at the time of the grant of the Option. In the
event the foregoing results in the portion of an Incentive
Stock Option exceeding the one hundred thousand United States
dollars ($100,000) limitation, only such excess shall be treated
as a Nonqualified Stock Option. |
| 8.3. | Ten Percent Shareholder. In the case of an Incentive
Stock Option granted to a Ten Percent Shareholder, (i) the
Exercise Price shall not be less than one hundred and ten
percent (110%) of the Fair Market Value of the Shares on the
date of grant of such Incentive Stock Option, and (ii) the
Exercise Period shall not exceed five (5) years from the date
of grant of such Incentive Stock Option. |
| 8.4. | Incentive Stock Option Lock-Up Period. No
disposition of Shares received pursuant to the exercise of
Incentive Stock Options (“ISO Shares”),
shall be made by the Grantee within 2 years from the date
of grant, nor within 1 year after the transfer of such ISO
Shares to him. To the extent that the Grantee violates the
aforementioned limitations, the Incentive Stock Options shall
be deemed to be Nonqualified Stock Options. |
| 8.5. | Approval. The status of any ISO Shares shall
be subject to approval of the Plan by the Company’s
shareholders, such approval to be provided 12 months before
or after the date of adoption of the Plan by the Board of
Directors. |
| 8.6. | Exercise Following Termination. Notwithstanding
anything else in the Plan to the contrary, Incentive Stock
Options that are not exercised within three (3) months following
termination of Grantee’s employment in the Company or
its Parent or Subsidiary corporations, or within one year
in case of termination of Grantee’s employment in the
Company or its Parent or Subsidiary corporations due to a
Disability (within the meaning of section 22(e)(3) of the
Code), shall be deemed to be Nonqualified Stock Options. |
| 8.7. | Adjustments to Incentive Stock Options. Any
Option Agreement providing for the grant of Incentive Stock
Options shall indicate that adjustments made pursuant to the
Plan with respect to Incentive Stock Options could constitute
a “modification” of such Incentive Stock Options
(as that term is defined in Section 424(h) of the Code) or
could cause adverse tax consequences for the holder of such
Incentive Stock Options and that the holder should consult
with his or her tax advisor regarding the consequences
of such “modification” on his or her income tax
treatment with respect to the Incentive Stock Option. |
| 8.8. | Notice to Company of Disqualifying Disposition.
Each Grantee who receives an Incentive Stock Option must agree
to notify the Company in writing immediately after the Grantee
makes a Disqualifying Disposition of any ISO Shares. A “Disqualifying
Disposition” is any disposition (including any sale)
of such ISO Shares before the later of (i) two years
after the date the Grantee was granted the Incentive Stock
Option, or (ii) one year after the date the Grantee acquired
Shares by exercising the Incentive Stock Option. If the Grantee
dies before such ISO Shares are sold, these holding period
requirements do not apply and no disposition of the ISO Shares
will be deemed a Disqualifying Disposition. |
| 9.1. | Options granted pursuant to this Section 9 are intended
to be granted pursuant to Section 102 of the Ordinance
pursuant to either (a) Section 102(b)(2) thereof as
capital gains track options (“102 Capital Gains Track
Options”), or (b) Section 102(b)(1) thereof as ordinary
income track options (“102 Ordinary Income Track
Options”, and together with 102 Capital Gains Track
Options, “102 Trustee Options”). 102 Trustee
Options shall be granted subject to the following special
terms and conditions contained in this Section 9, the general
terms and conditions specified in Section 6 hereof and other
provisions of the Plan, except for any provisions of the Plan
applying to Options under different tax laws or regulations. |
| 9.2. | The Company may grant only one type of 102 Trustee Option
at any given time to all Grantees who are to be granted 102
Trustee Options pursuant to the Plan, and shall file an election
with the ITA regarding the type of 102 Trustee Option it elects
to grant before the date of grant of any 102 Trustee Options
(the “Election”). Such Election shall also
apply to any bonus shares received by any Grantee as a result
of holding the 102 Trustee Options. The Company may change
the type of 102 Trustee Option that it elects to grant only
after the passage of at least 12 months from the end of the
year in which the first grant was made in accordance with
the previous Election, or as otherwise provided by Applicable
Law. Any Election shall not prevent the Company from granting
Options, pursuant to Section 102(c) of the Ordinance without
a Trustee (“102 Non-Trustee Options”). |
| 9.3. | Each 102 Trustee Option will be deemed granted on the
date stated in a written notice to be provided by the Company,
provided that on or before such date (i) the Company has provided
such notice to the Trustee and (ii) the Grantee has signed
all documents required pursuant to Applicable Law and under
the Plan. |
| 9.4. | Each 102 Trustee Option, each Share issued pursuant to
the exercise of any 102 Trustee Option, and any rights granted
thereunder, including bonus shares, shall be allotted and
issued to and registered in the name of the Trustee and shall
be held in trust for the benefit of the Grantee for a period
of not less than the requisite period prescribed by the Ordinance
and the Rules or such longer period as set by the Committee
(the “Required Holding Period”). In the
event that the requirements under Section 102 to qualify an
Option as a 102 Trustee Option are not met, then the Option
may be treated as a 102 Non-Trustee Option, all in accordance
with the provisions of Section 102 and the Rules. After termination
of the Required Holding Period, the Trustee may release such
102 Trustee Option and any such Shares, provided that (i)
the Trustee has received an acknowledgment from the ITA that
the Grantee has paid any applicable taxes due pursuant to
the Ordinance or (ii) the Trustee and/or the Company and/or
its Affiliate withholds any applicable taxes due pursuant
to the Ordinance arising from the 102 Trustee Options and/or
any Shares allotted or issued upon exercise of such 102 Trustee
Options. The Trustee shall not release any 102 Trustee Options
or Shares issued upon exercise thereof prior to the payment
in full of the Grantee’s tax liabilities arising from
such 102 Trustee Options and/or Shares or the withholding
referred to in (ii) above. |
| 9.5. | Each 102 Trustee Option shall be subject to the relevant
terms of the Ordinance and the Rules, which shall be deemed
an integral part of the 102 Trustee Option and shall prevail
over any term contained in the Plan or Option Agreement that
is not consistent therewith. Any provision of the Ordinance,
the Rules and any approvals by the Income Tax Commissioner
not expressly specified in the Plan or Option Agreement that,
as determined by the Committee, are necessary to receive or
maintain any tax benefit pursuant to Section 102 shall be
binding on the Grantee. The Grantee granted a 102 Trustee
Option shall comply with the Ordinance and the terms and conditions
of the Trust Agreement entered into between the Company and
the Trustee. The Grantee agrees to execute any and all documents
that the Company and/or its Affiliates and/or the Trustee
may reasonably determine to be necessary in order to comply
with the Ordinance and the Rules. |
| 9.6. | During the Required Holding Period, the Grantee shall
not release from trust or sell, assign, transfer or give as
collateral, the Shares issuable upon the exercise of a 102
Trustee Option and/or any securities issued or distributed
with respect thereto, until the expiration of the Required
Holding Period. Notwithstanding the above, if any such sale
or release occurs during the Required Holding Period it will
result in adverse tax consequences to the Grantee under Section
102 of the Ordinance and the Rules, which shall apply to and
shall be borne solely by such Grantee. Subject to the foregoing,
the Trustee may, pursuant to a written request from the Grantee,
release and transfer such Shares to a designated third party,
provided that both of the following conditions have been fulfilled
prior to such release or transfer: (i) payment has been made
to the ITA of all taxes required to be paid upon the release
and transfer of the Shares, and confirmation of such payment
has been received by the Trustee and (ii) the Trustee has
received written confirmation from the Company that all requirements
for such release and transfer have been fulfilled according
to the terms of the Company’s corporate documents, the
Plan, the Option Agreement and any Applicable Law. |
| 9.7. | If a 102 Trustee Option is exercised during the Required
Holding Period, the Shares issued upon such exercise shall
be issued in the name of the Trustee for the benefit of the
Grantee. If such 102 Trustee Option is exercised after the
expiration of the Required Holding Period, the Shares issued
upon such exercise shall, at the election of the Grantee,
either (i) be issued in the name of the Trustee, or (ii) be
issued to the Grantee, provided that the Grantee first complies
with all applicable provisions of the Plan and all taxes with
respect thereto shall have been fully paid to the ITA. |
| 9.8. | The foregoing provisions of this Section 9 relating to
102 Trustee Options shall not apply with respect to 102 Non-Trustee
Options, which shall, however, be subject to the relevant
provisions of Section 102 and the Rules. |
| 9.9. | Upon receipt of a 102 Trustee Option, the Grantee will
sign an undertaking to release the Trustee from any liability
with respect to any action or decision duly taken and executed
in good faith by the Trustee in relation to the Plan, or any
102 Trustee Option or Share granted to such Grantee thereunder. |
| 10.1. | Options granted pursuant to this Section 10 are intended
to constitute 3(9) Option Awards and shall be granted subject
to the general terms and conditions specified in Section
6 hereof and other provisions of the Plan, except for any
provisions of the Plan applying to Options under different
tax laws or regulations. |
| 10.2. | To the extent required by the Ordinance or the ITA or
otherwise deemed by the Committee prudent or advisable, the
3(9) Option Awards granted pursuant to the Plan shall be
issued to a Trustee nominated by the Committee in accordance
with the provisions of the Ordinance. In such event, the
Trustee shall hold such Options in trust, until exercised
by the Grantee, pursuant to the Company's instructions from
time to time as set forth in a trust agreement, which will
be entered into between the Company and the Trustee. If determined
by the Board of Directors or the Committee, and subject to
such trust agreement the Trustee shall be responsible for
withholding any taxes to which a Grantee may become liable
upon the exercise of Options. |
The Committee may award Restricted Shares to any eligible
Grantee, including under Section 102 of the Ordinance. Each Award of Restricted Shares under the Plan shall be evidenced by a
written agreement between the Company and the Grantee (the “Restricted Share Agreement”), in such form as the
Committee shall from time to time approve. The Restricted Share Agreement shall comply with and be subject to the following terms
and conditions, unless otherwise specifically provided in such Agreement:
| 11.1. | Number of Shares. Each Restricted Share Agreement
shall state the number of Shares covered by an Award. |
| 11.2. | Purchase Price. Each Restricted Share Agreement
may state an amount of purchase price to be paid by the Grantee,
if any, in consideration for the issuance of the Restricted
Shares and the terms of payment thereof, which may include,
payment by issuance of promissory notes or other evidence
of indebtedness on such terms and conditions as determined
by the Committee. |
| 11.3. | Vesting. Each Restricted Share Agreement shall
provide the vesting schedule for the Restricted Shares as
determined by the Committee, provided that (to the extent
permitted under Applicable Law) the Committee shall have
the authority to determine the vesting schedule and accelerate
the vesting of any outstanding Restricted Share at such time
and under such circumstances as it, in its sole discretion,
deems appropriate. Unless otherwise resolved by the Committee
and stated in the Restricted Share Agreement, Restricted
Shares shall vest in the same vesting schedule as set forth
in Section 6.5 hereof. |
| 11.4. | Restrictions. Restricted Shares may not be sold,
assigned, transferred, pledged, hypothecated or otherwise
disposed of, except by will or the laws of descent and distribution,
until such restricted shares shall have vested as provided
in Section 11.3 (the period from the date of the Award until
the date of vesting being referred to herein as the “Restricted
Period”).The Committee may also impose such additional
or alternative restrictions and conditions on the Restricted
Shares, as it deems appropriate, including the satisfaction
of performance criteria. Such performance criteria may include,
but are not limited to, sales, earnings before interest and
taxes, return on investment, earnings per share, any combination
of the foregoing or rate of growth of any of the foregoing,
as determined by the Committee or pursuant to the provisions
of any Company policy required under mandatory provisions
of Applicable Law. Certificates for shares issued pursuant
to Restricted Share Awards shall bear an appropriate legend
referring to such restrictions, and any attempt to dispose
of any such shares in contravention of such restrictions
shall be null and void and without effect. Such certificates
may, if so determined by the Committee, be held in escrow
by an escrow agent appointed by the Committee, or, if a Restricted
Share Award is made pursuant to Section 102, by the Trustee.
In determining the Restricted Period of an Award the Committee
may provide that the foregoing restrictions shall lapse with
respect to specified percentages of the awarded Restricted
Shares on successive anniversaries of the date of such Award.
To the extent required by the Ordinance or the ITA, the Restricted
Shares issued pursuant to Section 102 of the Ordinance shall
be issued to the Trustee in accordance with the provisions
of the Ordinance and the Restricted Shares shall be held
for the benefit of the Grantee for such period as may be
required by the Ordinance. |
| 11.5. | Adjustment of Performance Goals. The Committee
may adjust performance goals to take into account changes
in law and accounting and tax rules and to make such adjustments
as the Committee deems necessary or appropriate to reflect
the inclusion or the exclusion of the impact of extraordinary
or unusual items, events or circumstances. The Committee
also may adjust the performance goals by reducing the amount
to be received by any Grantee pursuant to an Award if and
to the extent that the Committee deems it appropriate. |
| 11.6. | Forfeiture. Subject to such exceptions as may
be determined by the Committee, if the Grantee's continuous
employment with the Company or any Subsidiary or Affiliate
shall terminate for any reason prior to the expiration of
the Restricted Period of an Award or prior to the payment
in full of the purchase price of any Restricted Shares with
respect to which the Restricted Period has expired, any Shares
remaining subject to vesting or with respect to which the
purchase price has not been paid in full, shall thereupon
be forfeited and shall be deemed transferred to, and reacquired
by, or cancelled by, as the case may be, the Company or a
Subsidiary at no cost to the Company or Subsidiary, subject
to all Applicable Laws. Upon forfeiture of Restricted Shares,
the Grantee shall have no further rights with respect to
such Restricted Shares. |
| 11.7. | Ownership. During the Restricted Period the Grantee
shall possess all incidents of ownership of such Restricted
Shares, subject to Section 6.9 and Section 11.4, including
the right to vote and receive dividends with respect to such
Shares. All distributions, if any, received by a Grantee
with respect to Restricted Shares as a result of any stock
split, stock dividend, combination of shares, or other similar
transaction shall be subject to the restrictions applicable
to the original Award. |
| 12. | RESTRICTED SHARE UNITS. |
| 12.1. | An RSU is an Award covering a number of Shares that is
settled by issuance of those Shares. An RSU may be awarded
to any eligible Grantee, including under Section 102 of the
Ordinance. Each grant of RSUs under the Plan shall be evidenced
by a written agreement between the Company and the Grantee
(the “Restricted Share Unit Agreement”),
in such form as the Committee shall from time to time approve.
Such RSUs shall be subject to all applicable terms of the
Plan and may be subject to any other terms that are not inconsistent
with the Plan. The provisions of the various Restricted Share
Unit Agreements entered into under the Plan need not be identical.
RSUs may be granted in consideration of a reduction in the
recipient’s other compensation. |
| 12.2. | Other than the par value of the Shares, no payment of
cash shall be required as consideration for RSUs. RSUs may
or may not be subject to vesting. Vesting shall occur, in
full or in installments, upon satisfaction of the conditions
specified in the Restricted Share Unit Agreement. |
| 12.3. | Without limitation of Section 6.9, no voting or dividend
rights as a shareholder shall exist prior to the actual issuance
of Shares in the name of the Grantee. Notwithstanding anything
else in the Plan (as may be amended from time to time) to
the contrary, unless otherwise specified by the Committee,
each RSU shall be for a term of seven (7) years. Each Restricted
Share Unit Agreement shall specify its term and any conditions
on the time or times for settlement, and provide for expiration
prior to the end of its term in the event of termination
of employment or service providing to the Company, and may
provide for earlier settlement in the event of the Grantee’s
death, Disability or other events. |
| 12.4. | Settlement of vested RSUs shall be made in the form of
Shares. Distribution to a Grantee of an amount (or amounts)
from settlement of vested RSUs can be deferred to a date
after settlement as determined by the Committee. The amount
of a deferred distribution may be increased by an interest
factor or by dividend equivalents. Until the grant of RSUs
is settled, the number of such RSUs shall be subject to adjustment
pursuant hereto. |
| 12.5. | Notwithstanding anything to the contrary set forth herein,
any RSUs granted under the Plan that are not exempt from
the requirements of Section 409A of the Code shall contain
such restrictions or other provisions so that such RSUs will
comply with the requirements of Section 409A of the
Code. Such restrictions, if any, shall be determined by the
Board and contained in the Restricted Share Unit Agreement
evidencing such RSU Award. For example, such restrictions
may include a requirement that any Shares that are to be
issued in a year following the year in which the RSU Award
vests must be issued in accordance with a fixed, pre-determined
schedule. |
| 13. | OTHER SHARE OR SHARE-BASED AWARDS. |
The Committee may grant other Awards under the Plan
pursuant to which Shares (which may, but need not, be Restricted Shares pursuant to Section 11 hereof), cash (in settlement of
Share-based Awards) or a combination thereof, are or may in the future be acquired or received, or Awards denominated in stock
units, including units valued on the basis of measures other than market value. The Committee may also grant stock appreciation
rights without the grant of an accompanying option, which rights shall permit the Grantees to receive, at the time of any exercise
of such rights, cash equal to the amount by which the Fair Market Value of all Shares in respect to which the right was granted
exceeds the exercise price thereof. The Committee may, and it is hereby deemed to be an Award under the terms of the Plan, grant
to Grantees (including Employees) the opportunity to purchase Shares of the Company in connection with any public offerings of
the Company’s securities. Such other Share-based Awards may be granted alone, in addition to, or in tandem with any Award
of any type granted under the Plan and must be consistent with the purposes of the Plan.
| 14. | EFFECT OF CERTAIN CHANGES. |
| 14.1. | General. In the event of a subdivision of the
outstanding share capital of the Company, any payment of
a stock dividend (distribution of bonus shares), a recapitalization,
a reorganization (which may include a combination or exchange
of shares), a consolidation, a stock split, a reverse stock
split, a spin-off or other corporate divestiture or division,
a reclassification or other similar occurrence, the Committee
shall make such adjustments as determined by the Committee
to be appropriate in order to adjust (i) the number of Shares
available for grants of Awards, (ii) the number of Shares
covered by outstanding Awards, and (iii) the exercise price
per share covered by any Award; provided, however, that any
fractional shares resulting from such adjustment shall be
rounded down to the nearest whole share and that the Company
shall have no obligation to make any cash or other payment
with respect to such fractional shares. |
| 14.2. | Merger and Sale of Company. In the event of (i)
a sale of all or substantially all of the assets of the Company;
or (ii) a sale (including an exchange) of all or substantially
all of the shares of the Company, or an acquisition by a
shareholder of the Company or by an Affiliate of such shareholder,
of all the shares of the Company held by other shareholders
or by other shareholders who are not Affiliated with such
acquiring party; (iii) a merger, consolidation, amalgamation
or like transaction of the Company with or into another corporation;
(iv) a scheme or arrangement for the purpose of effecting
such sale, merger or amalgamation; or (v) such other transaction
or set of circumstances that is determined by the Committee,
in its discretion, to be a transaction having a similar effect
(all such transactions being herein referred to as a “Merger/Sale”),
then, without the Grantee’s consent and action and
without any prior notice requirement: |
| 14.2.1. | unless otherwise determined by the Committee in its sole
and absolute discretion, any Award then outstanding shall
be assumed or an equivalent Award shall be substituted by
such successor corporation of the Merger/Sale or any Parent
or Affiliate thereof as determined by the Board in its discretion
(the “Successor Corporation”), under substantially
the same terms as the Award; |
For the purposes of this Section
14.2.1, the Award shall be considered assumed if, following a Merger/Sale, the Award confers on the holder thereof the right to
purchase or receive, for each Share underlying an Award immediately prior to the Merger/Sale, either (i) the consideration (whether
stock, cash, or other securities or property) distributed to or received by holders of Shares in the Merger/Sale for each Share
held on the effective date of the Merger/Sale (and if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares), which may be subject to vesting and other terms as determined
by the Committee in its discretion, or (ii) regardless of the consideration received by the holders of Shares in the Merger/Sale,
solely shares (or their equivalent) of the Successor Corporation at a value to be determined by the Committee in its discretion,
which may be subject to vesting and other terms as determined by the Committee in its discretion. The foregoing shall not limit
the Committee's authority to determine, in its sole discretion, that in lieu of such assumption or substitution of Awards for
Awards of the Successor Corporation, such Award will be substituted for any other type of asset or property, including under Section
14.2.2 hereunder.
| 14.2.2. | In the event that the Awards are not assumed or substituted
by an equivalent Award, then the Committee may (but shall
not be obligated to), in lieu of such assumption or substitution
of the Award and in its sole discretion, (i) provide for
the Grantee to have the right to exercise the Award, or otherwise
for the acceleration of vesting of such Award, as to all
or part of the Shares, including Shares covered by the Award
which would not otherwise be exercisable or vested, under
such terms and conditions as the Committee shall determine,
including the cancellation of all unexercised Awards upon
closing of the Merger/Sale; and/or (ii) provide for the cancellation
of each outstanding Award at the closing of such Merger/Sale,
and payment to the Grantee of an amount in cash as determined
by the Committee to be fair in the circumstances (with full
authority to determine the method for making such determination,
which may be the Black-Scholes model or any other method,
and which determination shall be conclusive and binding on
all parties, and which may be zero if the value of the Shares
is determined to be less than the Exercise Price), and subject
to such terms and conditions as determined by the Committee.
Payments under this provision may be delayed to the same
extent that payment of consideration to the holders of the
Company’s Shares in connection with the Merger/Sale
is delayed as a result of escrows, earn outs, holdbacks or
any other contingencies. |
| 14.2.3. | Notwithstanding the foregoing, in the event of a Merger/Sale,
the Committee may determine, in its sole discretion, that
upon completion of such Merger/Sale, the terms of any Award
be otherwise amended, modified or terminated, as the Committee
shall deem in good faith to be appropriate, and if an Option
Award, that the Option Award shall confer the right to purchase
or receive any other security or asset, or any combination
thereof, or that its terms be otherwise amended, modified
or terminated, as the Committee shall deem in good faith
to be appropriate. Neither the authorities and powers of
the Committee under this Section 14.2, nor the exercise or
implementation thereof, shall (i) be restricted or limited
in any way by any adverse consequences (tax or otherwise)
that may result to any holder of an Award, and (ii) as, inter
alia, being a feature of the Award upon its grant, be
deemed to constitute a change or an amendment of the rights
of such holder under the Plan, nor shall any such adverse
consequences (as well as any adverse tax consequences that
may result from any tax ruling or other approval or determination
of any relevant tax authority) be deemed to constitute a
change or an amendment of the rights of such holder under
the Plan. |
| 14.2.4. | The Committee need not take the same action with respect
to all Awards or with respect to all Service Providers. The
Committee may take different actions with respect to the
vested and unvested portions of an Award. |
| 14.3. | Reservation of Rights. Except as expressly provided
in this Section 14, the Grantee of an Award hereunder shall
have no rights by reason of any subdivision or consolidation
of shares of any class or the payment of any stock dividend
(bonus shares), any other increase or decrease in the number
of shares of any class or by reason of any dissolution, liquidation,
Merger/Sale, or consolidation, divestiture or spin-off of
assets or shares of another company. Any issue by the Company
of shares of any class, or securities convertible into shares
of stock of any class, shall not affect, and no adjustment
by reason thereof shall be made with respect to, the number,
type or price of shares subject to an Award. The grant of
an Award pursuant to the Plan shall not affect in any way
the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structures
or to merge or to consolidate or to dissolve, liquidate or
sell, or transfer all or part of its business or assets or
engage in any similar transactions. |
| 15. | NON-TRANSFERABILITY OF AWARDS; SURVIVING BENEFICIARY. |
| 15.1. | All Awards granted under the Plan shall not be transferable
otherwise than by will or by the laws of descent and distribution,
unless otherwise determined by the Board or under the Plan,
provided that with respect to Shares issued upon exercise
of Options, the restrictions on transfer shall be the restrictions
referred to in Section 16 (Conditions upon Issuance of Shares)
hereof. Awards may be exercised or otherwise realized, during
the lifetime of the Grantee, only by the Grantee or by his
guardian or legal representative, to the extent provided
for herein. Any transfer of an Award not permitted hereunder
(including transfers pursuant to any decree of divorce, dissolution
or separate maintenance, any property settlement, any separation
agreement or any other agreement with a spouse) and any grant
of any interest in any Award to, or creation in any way of
any interest in any Award by, any party other than the Grantee
shall be null and void and shall not confer upon any party
or person, other than the Grantee, any rights. A Grantee
may file with the Committee a written designation of a beneficiary
on such form as may be prescribed by the Committee and may,
from time to time, amend or revoke such designation. If no
designated beneficiary survives the Grantee, the executor
or administrator of the Grantee's estate shall be deemed
to be the Grantee's beneficiary. Notwithstanding the foregoing,
upon the request of the Grantee and subject to Applicable
Law the Committee, at its sole discretion, may permit the
Grantee to transfer the Award to a family trust. |
| 15.2. | As long as the Shares are held by the Trustee in favor
of the Grantee, all rights possessed by the Grantee over
the Shares are personal, and may not be transferred, assigned,
pledged or mortgaged, other than by will or laws of descent
and distribution. |
| 16. | CONDITIONS UPON ISSUANCE OF SHARES |
| 16.1. | Legal Compliance. Shares shall not be issued pursuant
to the exercise or settlement of an Award, unless the exercise
or settlement of such Award and the issuance and delivery
of such Shares shall comply with Applicable Laws as determined
by counsel to the Company. The inability of the Company to
obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company’s counsel
to be necessary to the lawful issuance and sale of any Shares
hereunder, and the inability to issue Shares hereunder due
to non-compliance with any Company policies with respect
to the sale of Shares, shall relieve the Company of any liability
in respect of the failure to issue or sell such Shares as
to which such requisite authority or compliance shall not
have been obtained or achieved. Shares issued pursuant to
an Award shall be subject to the Articles of Association
of the Company and any other governing documents of the Company,
including all policies, manuals and internal regulations
adopted by the Company from time to time, as may be amended
from time to time, including any provisions included therein
concerning restrictions or limitations on transferability
of Shares or grant of any rights with respect thereto and
any provisions concerning restrictions on the use of inside
information and other provisions deemed by the Company to
be appropriate in order to ensure compliance with Applicable
Laws, statutes and regulations. |
| 16.2. | Investment Representations. As a condition to
the exercise of an Award, the Company may require the person
exercising such Award to represent and warrant at the time
of any such exercise that the Shares are being purchased
only for investment and without any present intention to
sell or distribute such Shares, and make other representations
as may be required under applicable securities laws if, in
the opinion of counsel for the Company, such representations
are required, all in form and content specified by the Company. |
| 17.1. | In connection with any underwritten public offering by
the Company of its equity securities pursuant to an effective
registration statement filed under the Securities Act or
equivalent law in another jurisdiction, the Grantee shall
not directly or indirectly, without the prior written consent
of the Company or its underwriters, (i) lend, offer,
pledge, sell, contract to sell, sell any option or contract
to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, or otherwise transfer
or dispose of, directly or indirectly, any Shares acquired
under the Plan, or (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of the Shares
acquired under the Plan, whether any such transaction described
in clause (i) or (ii) above is to be settled by delivery
of Shares acquired under the Plan or such other securities,
in cash or otherwise. Such restriction (the “Market
Stand-Off”) shall be in effect for such period
of time following the effective
date of the registration statement relating to such
offering as may be requested by the Company or such underwriters,
provided, however, that in any event, such period shall not
exceed 180 days following the effective date for the registration
statement relating to the Company’s initial public
offering or 90 days following
the effective date of any other registration statement. |
| 17.2. | In the event of a subdivision of the outstanding share
capital of the Company, the declaration and payment of a
stock dividend (distribution of bonus shares), the declaration
and payment of an extraordinary dividend payable in a form
other than stock, a recapitalization, a reorganization (which
may include a combination or exchange of shares or a similar
transaction affecting the Company’s outstanding securities
without receipt of consideration), a consolidation, a stock
split, a spin-off or other corporate divestiture or division,
a reclassification or other similar occurrence, an adjustment
in conversion ratio, any new, substituted or additional securities
which are by reason of such transaction distributed with
respect to any Shares subject to the Market Stand-Off, or
into which such Shares thereby become convertible, shall
immediately be subject to the Market Stand-Off. |
| 17.3. | In order to enforce the Market Stand-Off, the Company
may impose stop-transfer instructions with respect to the
Shares acquired under the Plan until the end of the applicable
stand-off period. |
| 17.4. | The underwriters in connection
with a registration statement so filed are intended to
be third party beneficiaries
of this Section 17 and shall have the right, power
and authority to enforce the provisions hereof as though
they were a party hereto. |
| 18. | AGREEMENT BY GRANTEE REGARDING TAXES. |
| 18.1. | If the Committee shall so require, as a condition of
exercise of an Award, the release of Shares by the Trustee
or the expiration of the Restricted Period, a Grantee shall
agree that, no later than the date of such occurrence, he
will pay to the Company or make arrangements satisfactory
to the Committee and the Trustee (if applicable) regarding
payment of any applicable taxes of any kind required by Applicable
Law to be withheld or paid. |
| 18.2. | Each Option Agreement, Restricted Share Agreement, and
Restricted Share Unit Agreement and each other agreement
in connection with an Award under the Plan shall contain
the following agreement and acknowledgment of the Grantee: |
ALL TAX CONSEQUENCES UNDER ANY
APPLICABLE LAW WHICH MAY ARISE FROM THE GRANT OF ANY AWARDS OR THE EXERCISE THEREOF, THE SALE OR DISPOSITION OF ANY SHARES GRANTED
HEREUNDER OR ISSUED UPON EXERCISE OF ANY AWARD OR FROM ANY OTHER ACTION OF THE GRANTEE IN CONNECTION WITH THE FOREGOING SHALL
BE BORNE AND PAID SOLELY BY THE GRANTEE, AND THE GRANTEE SHALL INDEMNIFY THE COMPANY, ITS SUBSIDIARIES AND AFFILIATES AND THE
TRUSTEE, AND SHALL HOLD THEM HARMLESS AGAINST AND FROM ANY LIABILITY FOR ANY SUCH TAX OR PENALTY, INTEREST OR INDEXATION THEREON.
EACH GRANTEE AGREES TO, AND UNDERTAKES TO COMPLY WITH, ANY RULING, SETTLEMENT, CLOSING AGREEMENT OR OTHER SIMILAR AGREEMENT OR
ARRANGEMENT WITH ANY TAX AUTHORITY IN CONNECTION WITH THE FOREGOING WHICH IS APPROVED BY THE COMPANY.
THE GRANTEE IS ADVISED TO CONSULT WITH A TAX ADVISOR
WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR EXERCISING AWARDS HEREUNDER. THE COMPANY DOES NOT ASSUME ANY RESPONSIBILITY
TO ADVISE THE GRANTEE ON SUCH MATTERS, WHICH SHALL REMAIN SOLELY THE RESPONSIBILITY OF THE GRANTEE.
| 18.3. | The Company or any Subsidiary or Affiliate may take such
action as it may deem necessary or appropriate, in its discretion,
for the purpose of or in connection with withholding of any
taxes which the Company or any Subsidiary or Affiliate is
required by any Applicable Law to withhold in connection
with any Awards (collectively, “Withholding Obligations”).
Such actions may include (i) requiring a Grantees to remit
to the Company in cash an amount sufficient to satisfy such
Withholding Obligations; (ii) subject to Applicable Law,
allowing the Grantees to provide Shares to the Company, in
an amount that at such time, reflects a value that the Committee
determines to be sufficient to satisfy such Withholding Obligations;
(iii) withholding Shares otherwise issuable upon the exercise
of an Award at a value which is determined by the Committee
to be sufficient to satisfy such Withholding Obligations;
or (iv) any combination of the foregoing. The Company shall
not be obligated to allow the exercise of any Award by or
on behalf of a Grantee until all tax consequences arising
from the exercise of such Award are resolved in a manner
acceptable to the Company. |
| 18.4. | Each Grantee shall notify the Company in writing promptly
and in any event within ten (10) days after the date on which
such Grantee first obtains knowledge of any tax bureau inquiry,
audit, assertion, determination, investigation, or question
relating in any manner to the Awards granted or received
hereunder or Shares issued thereunder and shall continuously
inform the Company of any developments, proceedings, discussions
and negotiations relating to such matter, and shall allow
the Company and its representatives to participate in any
proceedings and discussions concerning such matters. Upon
request, a Grantee shall provide to the Company any information
or document relating to any matter described in the preceding
sentence, which the Company, in its discretion, requires. |
| 18.5. | With respect to 102 Non-Trustee Options, if the Grantee
ceases to be employed by the Company or any Affiliate, the
Grantee shall extend to the Company and/or its Affiliate
with whom the Grantee is employed a security or guarantee
for the payment of taxes due at the time of sale of Shares,
all in accordance with the provisions of Section 102 of the
Ordinance and the Rules. |
| 19. | RIGHTS AS A SHAREHOLDER; VOTING AND DIVIDENDS. |
| 19.1. | Subject to Section 11.7, a Grantee shall have no rights
as a shareholder of the Company with respect to any Shares
covered by an Award until the Grantee shall have exercised
the Award (in the case of an Option or similar Award), paid
the exercise price (to the extent applicable) and become
the record holder of the subject Shares. In the case of 102
Option Awards or 3(9) Option Awards (if such Share Options
are being held by a Trustee), the Trustee shall have no rights
as a shareholder of the Company with respect to the Shares
covered by such Award until the Trustee becomes the record
holder for such Shares for the Grantee’s benefit, and
the Grantee shall have no rights as a shareholder of the
Company with respect to the Shares covered by the Award until
the date of the release of such Shares from the Trustee to
the Grantee and the transfer of record ownership of such
Shares to the Grantee. No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or
other property) or distribution of other rights for which
the record date is prior to the date on which the Grantee
or Trustee (as applicable) becomes the record holder of the
Shares covered by an Award, except as provided in Section
14 hereof. |
| 19.2. | With respect to all Awards issued in the form of Shares
hereunder or upon the exercise of Awards hereunder, any and
all voting rights attached to such Shares shall be subject
to Section 6.9, and the Grantee shall be entitled to receive
dividends distributed with respect to such Shares, subject
to the provisions of the Company’s Articles of Association,
as amended from time to time, and subject to any Applicable
Law. |
| 19.3. | The Company may, but shall not be obligated to, register
or qualify the sale of Shares under any applicable securities
law or any other applicable law. |
| 20. | NO REPRESENTATION BY COMPANY. |
By granting the Awards, the Company is not, and shall
not be deemed as, making any representation or warranties to the Grantee regarding the Company, its business affairs, its prospects
or the future value of its Shares.
Nothing in the Plan or in any Award granted or agreement
entered into pursuant hereto shall confer upon any Grantee the right to continue in the employ of, or be in a consultant, advisor,
director, officer or supplier relationship with, the Company or any Subsidiary or Affiliate or to be entitled to any remuneration
or benefits not set forth in the Plan or such agreement or to interfere with or limit in any way the right of the Company or any
such Subsidiary or Affiliate to terminate such Grantee's employment or service. Awards granted under the Plan shall not be affected
by any change in duties or position of a Grantee as long as such Grantee continues to be employed by, or be in a consultant, advisor,
director, officer or supplier relationship with, the Company or any Subsidiary or Affiliate.
| 22. | PERIOD DURING WHICH AWARDS MAY BE GRANTED. |
Awards may be granted pursuant to the Plan from time
to time within a period of ten (10) years from the Effective Date. From and after the tenth (10th) anniversary of the
Effective Date no grants of Awards may be made and the Plan shall continue to be in full force and effect solely with respect
to such Awards that remain outstanding. The Plan shall terminate at such time after the tenth (10th) anniversary of
the Effective Date that no Awards remain outstanding.
Anything herein to the contrary notwithstanding, but
without derogating from the provisions of Sections 6.6, 6.7 or 8.3 hereof, if any Award, or any part thereof, has not been exercised
and the Shares covered thereby not paid for within the term of the Award as determined by the Committee, which in any event shall
not exceed ten (10) years after the date on which the Award was granted, as set forth in the Notice of ▇▇▇▇▇ in the Grantee’s
Award, such Award, or such part thereof, and the right to acquire such Shares shall terminate, and all interests and rights of
the Grantee in and to the same shall expire. In the case of Shares held by a Trustee, the Grantee shall elect whether to release
such Shares from trust or sell the Shares and upon such release or sale such trust shall expire.
| 24. | AMENDMENT AND TERMINATION OF THE PLAN. |
The Board at any time and from time to time may suspend,
terminate, modify or amend the Plan, whether retroactively or prospectively; provided, however, that, unless otherwise determined
by the Board, an amendment which requires shareholder approval in order for the Plan to continue to comply with any Applicable
Law shall not be effective unless approved by the requisite vote of shareholders, and provided further that except as provided
herein, no suspension, termination, modification or amendment of the Plan may adversely affect any Award previously granted, without
the written consent of Grantees holding a majority in interest of the Awards so affected, and in the event that such consent is
obtained, all Awards so affected and the holders thereof shall be bound by and be deemed amended as set forth in, such consent.
| 25.1. | The Plan shall take effect upon the later of the date
of its adoption by the Board and the date of approval of
the Plan by a majority of the votes cast on the proposal
at a meeting or a written consent of shareholders (the “Effective
Date”). |
| 25.2. | The 102 Awards are subject to the approval, if required,
of the ITA and receipt by the Company of all approvals thereof. |
| 26. | RULES PARTICULAR TO SPECIFIC COUNTRIES; SECTION 409A |
Notwithstanding anything herein to the contrary, the
terms and conditions of the Plan may be amended with respect to a particular country by means of an appendix to the Plan, and
to the extent that the terms and conditions set forth in any appendix conflict with any provisions of the Plan, the provisions
of the appendix shall govern. Terms and conditions set forth in the Appendix shall apply only to Awards granted to a Grantee under
the jurisdiction of the specific country that is the subject of the appendix and shall not apply to Awards issued to a Grantee
not under the jurisdiction of such country. The adoption of any such appendix shall be subject to the approval of the Board of
Directors or the Committee, and if required in connection with the application of certain tax treatment, pursuant to applicable
stock exchange rules or regulations or otherwise, then also the approval of the shareholders of the Company at the required majority.
To the extent applicable, the Plan and any agreement hereunder shall be interpreted in accordance with Section 409A of the Code.
Notwithstanding any provision of the Plan to the contrary, in the event that, following the Effective Date, the Board determines
that any Award may be subject to Section 409A of the Code, the Board may adopt such amendments to the Plan and such agreement
or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other
actions, that the Board determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve
the intended tax treatment of the benefits provided with respect to the Award or (b) comply with the requirements of Section 409A
of the Code.
| 27. | GOVERNING LAW; JURISDICTION. |
The Plan and all determinations made and actions taken
pursuant hereto shall be governed by the laws of the State of Israel, except with respect to matters
that are subject to tax laws, regulations and rules in any specific jurisdiction, which shall be governed by the respective laws,
regulations and rules of such jurisdiction. Certain definitions, which refer to laws other than the laws of such jurisdiction,
shall be construed in accordance with such other laws. The courts of competent jurisdiction located in Tel-Aviv-Jaffa, Israel
shall have exclusive jurisdiction over any dispute arising out of or in connection with the Plan and any Award granted hereunder.
By signing any agreement relating to an Award hereunder each Grantee irrevocably submits to such exclusive jurisdiction as applicable.
| 28. | NON-EXCLUSIVITY OF THE PLAN. |
Neither the adoption of the Plan by the Board nor
the submission of the Plan to shareholders of the Company for approval (to the extent required under Applicable Law) shall be
construed as creating any limitations on the power or authority of the Board to adopt such other or additional incentive or other
compensation arrangements of whatever nature as the Board may deem necessary or desirable or preclude or limit the continuation
of any other plan, practice or arrangement for the payment of compensation or fringe benefits to employees generally, or to any
class or group of employees, which the Company or any Subsidiary now has lawfully put into effect, including any retirement, pension,
savings and stock purchase plan, insurance, death and disability benefits and executive short-term or long-term incentive plans.
| 29.1. | Additional Terms. Each Award awarded under the
Plan may contain such other terms and conditions not inconsistent
with the Plan as may be determined by the Committee, in its
sole discretion. |
| 29.2. | Severability. If any provision of the Plan or
any Option Agreement, Restricted Share Agreement, Restricted
Share Unit Agreement or any other agreement entered into
in connection with an Award shall be determined to be illegal
or unenforceable by any court of law in any jurisdiction,
the remaining provisions hereof and thereof shall be severable
and enforceable in accordance with their terms, and all provisions
shall remain enforceable in any other jurisdiction. In addition,
if any particular provision contained in the Plan or any
Option Agreement, Restricted Share Agreement, Restricted
Share Unit Agreement or any other agreement entered into
in connection with an Award shall for any reason be held
to be excessively broad as to duration, geographic scope,
activity or subject, it shall be construed by limiting and
reducing such provision as to such characteristic so that
the provision is enforceable to fullest extent compatible
with Applicable Law as it shall then appear. |
| 29.3. | Captions and Titles. The use of captions and titles
in the Plan or any Option Agreement, Restricted Share Agreement,
Restricted Share Unit Agreement or any other agreement entered
into in connection with an Award is for the convenience of
reference only and shall not affect the meaning of any provision
of the Plan or such agreement. |
* * *