As
filed with the Securities and Exchange Commission on July 12, 2024
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Foresight
Autonomous Holdings Ltd.
(Exact
name of registrant as specified in its charter)
State
of Israel |
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Not
applicable |
(State
or other jurisdiction of
incorporation
or organization) |
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(I.R.S.
Employer
Identification No.) |
7
Golda Meir, Ness Ziona, 7414001 Israel
(Address
of Principal Executive Offices)
Foresight
Autonomous Holdings Ltd. 2024 Share Incentive Plan
(Full
title of the plan)
Sullivan
& Worcester LLP
1251
Avenue of the Americas, New York, NY 10020
212-660-5000
(Name,
address and telephone number of agent for service)
COPIES
TO:
Oded
Har-Even, Esq.
Ron
Ben-Bassat, Esq.
Sullivan
& Worcester LLP
1251
Avenue of the Americas
New
York, NY 10020
(212)-660-3000 |
Gregory
Irgo, Adv.
Ido
Zaborof, Adv.
Lipa
Meir & Co
2
Weitzman St
Tel
Aviv 6423902, Israel
(972)
3-607-0690 |
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
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Accelerated filer ☐ |
Non-accelerated filer ☒ |
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Smaller reporting company ☐ |
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Emerging growth company ☒ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
This
Registration Statement relates to 2,200,000 American Depositary Shares, each representing 30 ordinary shares, no par value per share,
evidenced by American Depositary Receipts issuable upon deposit of ordinary shares, to be issued in the future upon the exercise of options,
incentive stock options, non-qualified stock options, stock appreciation rights, restricted shares, restricted share units and other
share-based awards that may be granted under the Foresight Autonomous Holdings Ltd. 2024 Share Incentive Plan.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information required in Part I of this registration statement have been or will be sent or given to participating
employees as specified in Rule 428(b)(1) under the Securities Act of 1933, as amended, or the Securities Act, in accordance with the
rules and regulations of the United States Securities and Exchange Commission, or the Commission. Such documents are not being filed
with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of
the Securities Act. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities
Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following additional documents, which have been filed by the registrant with the Commission are incorporated by reference in and made
a part of this Registration Statement, as of their respective dates:
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(a) |
The registrant’s Annual Report on Form 20-F filed
with the Commission on March 27, 2024; |
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(b) |
The registrant’s Reports on Form 6-K furnished
to the Commission on March 27, 2024, April 3, 2024 (with respect to the first two paragraphs and the section titled “Forward-Looking
Statements” in the press release attached as Exhibit 99.1 to the Form 6-K), April 17, 2024, May 8, 2024, May 16, 2024, May 28, 2024 (with respect to the third paragraph, the sections titled “Key Highlights,” “First quarter Corporate Highlights,”,
“First Quarter 2024 Financial Results,”, “Balance Sheet Highlights,” “Use of Non-GAAP Financial Results,”,
“About Foresight,” and “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the
Form 6-K), May 29, 2024 (with respect to the first, second, and fourth paragraphs and the section titled “Forward-Looking Statements”
in the press release attached as Exhibit 99.1 to the Form 6-K), June 14, 2024, July 8, 2024 (with respect to the first two paragraphs
and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K), July 10, 2024 and July 12, 2024; and |
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(c) |
The description of the registrant’s Ordinary
Shares, no par value per share, and the American Depository Shares representing the Ordinary Shares, contained in the Registration
Statement on Form 20-F, filed on March 30, 2021, including any amendment or report filed for the purpose of updating such description. |
In
addition to the foregoing, all documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act of 1934, as amended, or the Exchange Act, and all reports on Form 6-K subsequently filed by the registrant which state that
they are incorporated by reference herein, prior to the filing of a post-effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of filing of such documents and reports.
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement herein, or in any subsequently filed document which also is
or is deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item
4. Description of Securities.
Not
Applicable.
Item
5. Interests of Named Experts and Counsel.
Not
Applicable.
Item
6. Indemnification of Directors and Officers.
Indemnification
The
Israeli Companies Law (5759-1999), or the Companies Law, provides that a company may indemnify an office holder against the following
liabilities and expenses incurred for acts performed by him or her as an office holder, either pursuant to an undertaking made in advance
of an event or following an event, provided its articles of association include a provision authorizing such indemnification:
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a financial liability imposed on him or her in favor
of another person by any judgment concerning an act performed in his or her capacity as an office holder, including a settlement
or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability
is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be
foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria
determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned
foreseen events and amount or criteria; |
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reasonable litigation expenses, including attorneys’
fees, expended by the office holder (a) as a result of an investigation or proceeding instituted against him or her by an authority
authorized to conduct such investigation or proceeding, provided that (1) no indictment (as defined in the Companies Law) was filed
against such office holder as a result of such investigation or proceeding; and (2) no financial liability as a substitute for the
criminal proceeding (as defined in the Companies Law) was imposed upon him or her as a result of such investigation or proceeding,
or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent;
and (b) in connection with a monetary sanction; |
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reasonable litigation expenses, including attorneys’
fees, expended by the office holder or imposed on him or her by a court: (1) in proceedings that the company institutes, or that
another person institutes on the company’s behalf, against him or her; (2) in a criminal proceedings of which he or she was
acquitted; or (3) as a result of a conviction for a crime that does not require proof of criminal intent; and |
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expenses incurred by an office holder in connection
with an Administrative Procedure under the Israel Securities Law, 1968, or the Securities Law, including reasonable litigation expenses
and reasonable attorneys’ fees. An “Administrative Procedure” is defined as a procedure pursuant to chapters H3
(Monetary Sanction by the Israeli Securities Authority), H4 (Administrative Enforcement Procedures of the Administrative Enforcement
Committee) or I1 (Arrangement to prevent Procedures or Interruption of procedures subject to conditions) to the Securities Law. |
Exculpation
Under
the Companies Law, an Israeli company may not exculpate an office holder from liability for a breach of his or her duty of loyalty, but
may exculpate in advance an office holder from his or her liability to the company, in whole or in part, for damages caused to the company
as a result of a breach of his or her duty of care (other than in relation to distributions), but only if a provision authorizing such
exculpation is included in its articles of association.
Limitations
The
Companies Law provides that the Company may not exculpate or indemnify an office holder nor enter into an insurance contract that would
provide coverage for any liability incurred as a result of any of the following: (1) a breach by the office holder of his or her duty
of loyalty unless (in the case of indemnity or insurance only, but not exculpation) the office holder acted in good faith and had a reasonable
basis to believe that the act would not prejudice us; (2) a breach by the office holder of his or her duty of care if the breach was
carried out intentionally or recklessly (as opposed to merely negligently); (3) any act or omission committed with the intent to derive
an illegal personal benefit; or (4) any fine, monetary sanction, penalty or forfeit levied against the office holder.
Under
the Companies Law, exculpation, indemnification and insurance of office holders in a public company must be approved by the compensation
committee and the board of directors and, with respect to certain office holders or under certain circumstances, also by the shareholders.
The
registrant’s amended and restated articles of association allow it to indemnify its office holders up to a certain amount and also
provide that it may exculpate any office holder from liability to it to the fullest extent permitted by law, but prohibit an exculpation
from liability arising from a registrant’s transaction and/or decision in which a controlling shareholder or officer has a personal
interest. The registrant has entered into indemnification and exculpation agreements with all of its directors and with certain members
of its senior management. Each such agreement provides the office holder with indemnification permitted under applicable law and up to
a certain amount, and to the extent that these liabilities are not covered by directors and officers insurance, and exculpate and release
registrant’s office holders from any and all liability to it related to any breach by them of their duty of care to it to the fullest
extent permitted by law, subject to the aforesaid limitations.
Item
7. Exemption from Registration Claimed.
Not
Applicable.
Item
8. Exhibits.
Item
9. Undertakings.
(a) |
The undersigned registrant hereby undertakes: |
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(1) |
To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement: |
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(i) |
To include any prospectus required by Section 10(a)(3)
of the Securities Act; |
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(ii) |
To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective Registration Statement; and |
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(iii) |
To include any material information with respect to
the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this
Registration Statement; |
provided,
however, that subparagraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in the periodic reports filed with or furnished to the Commission by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
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(2) |
That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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(3) |
To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering. |
(b) |
The undersigned registrant hereby further undertakes
that, for the purposes of determining any liability under the Securities Act, each filing of the company’s annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual
report pursuant to Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed
to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. |
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(c) |
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person
of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Ness Ziona, State of Israel, on July 12, 2024.
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FORESIGHT AUTONOMOUS HOLDINGS LTD. |
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By: |
/s/
Haim Siboni |
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Name: |
Haim Siboni |
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Title: |
Chief Executive Officer |
POWER
OF ATTORNEY AND SIGNATURES
We,
the undersigned officers and directors of Foresight Autonomous Holdings Ltd., hereby severally constitute and appoint Haim Siboni and
Eli Yoresh, and each of them individually, our true and lawful attorney to sign for us and in our names in the capacities indicated below
any and all amendments or supplements, including any post-effective amendments, to this Registration Statement on Form S-8 and to file
the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto
said attorney full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about
the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming our signatures
to said amendments to this Registration Statement signed by our said attorney and all else that said attorney may lawfully do and cause
to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this Registration Statement on Form S-8 has been signed below by the following persons in
the capacities and on the dates indicated.
Signature |
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Title |
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Date |
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/s/
Haim Siboni |
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Chief Executive Officer and Director |
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July 12, 2024 |
Haim Siboni |
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(principal executive officer) |
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/s/
Eli Yoresh |
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Chief Financial Officer |
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July 12, 2024 |
Eli Yoresh |
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(principal financial officer
and principal accounting officer) |
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/s/
Moshe Scherf |
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Director |
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July 12, 2024 |
Moshe Scherf |
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/s/
Ehud Aharoni |
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Director |
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July 12, 2024 |
Ehud Aharoni |
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/s/
Daniel Avidan |
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Director |
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July 12, 2024 |
Daniel Avidan |
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/s/
Zeev Levenberg |
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Director |
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July 12, 2024 |
Zeev Levenberg |
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/s/
Vered Raz-Avayo |
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Director and Interim Chairwoman of the Board of Directors |
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July 12, 2024 |
Vered Raz-Avayo |
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SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant
to the Securities Act of 1933, as amended, the undersigned, Puglisi and Associates, the duly authorized representative in the United
States of Foresight Autonomous Holdings Ltd., has signed this Registration Statement on Form S-8 on July 12, 2024.
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/s/
Puglisi and Associates |
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Puglisi and Associates |
Exhibit
5.1
July
12, 2024
Foresight
Autonomous Holdings Ltd.
7
Golda Meir St.
Ness
Ziona 7403650
Israel
Re:
Registration Statement on Form S-8
Ladies
and Gentlemen,
We
refer to the Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on behalf of Foresight Autonomous Holdings
Ltd. (the “Company”), relating to 66,000,000 of the Company’s Ordinary Shares, no par value per share (the “Shares”),
under the Foresight Autonomous Holdings Ltd. 2024 Share Incentive Plan (the “Plan”).
We
are members of the Israel Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws
of Israel.
In
connection with this opinion, we have examined such corporate records, other documents, and such questions of Israeli law as we have
considered necessary or appropriate. In such examination, we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of documents submitted to us as certified or photostatic
copies, the authenticity of the originals of such copies and the due constitution of the Board of Directors of the Company.
Based
on the foregoing and subject to the qualifications stated herein, we advise you that in our opinion, the Shares issuable under the Plan
have been duly authorized and, when issued and paid for in accordance with the terms of the Plan, will be validly issued, fully paid
and non-assessable.
We
hereby consent to the filing of this opinion as part of the Registration Statement. This consent is not to be construed as an admission
that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Act.
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Very truly yours, |
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/s/ Lipa Meir & Co |
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Lipa Meir & Co |
Exhibit
23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the 2024 Share
Incentive Plan of our report dated March 27, 2024, relating to the consolidated financial statements of Foresight Autonomous
Holdings Ltd. appearing in the Annual Report on Form 20-F of Foresight Autonomous Holdings Ltd. for the year ended December 31,
2023.
/s/
Brightman Almagor Zohar & Co.
Brightman Almagor Zohar & Co.
Certified Public Accountants
A
Firm in the Deloitte Global Network
Tel
Aviv, Israel
July
12, 2024
Exhibit
99.1
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FORESIGHT
AUTONOMOUS HOLDINGS LTD. |
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2024
Share Incentive Plan |
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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 2024 Share Incentive Plan (as amended, this “Plan”) is to afford an incentive
to Service Providers of Foresight Autonomous Holdings Ltd., an Israeli company (together with any successor corporation thereto, the
“Company”), or any Affiliate of the Company, which now exists or hereafter is organized or acquired by the Company
or its Affiliates, to continue as Service Providers, to increase their efforts on behalf of the Company or its Affiliates 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 Shares or restricted Shares (“Restricted Shares”) of the Company, Options, Restricted
Shares Units (“RSUs”) and other Share-based Awards pursuant to Sections 11 through 13 of this Plan.
1.2.
Types of Awards. This Plan is intended to enable the Company to issue Awards under various tax regimes, including, without limitation:
(i)
pursuant and subject to the provisions of Section 102 of the Ordinance (or the corresponding provision of any subsequently enacted statute,
as amended from time to time), and all regulations and interpretations adopted by any competent authority, including the Israel Tax Authority
(the “ITA”), including the Income Tax Rules (Tax Benefits in Stock Issuance to Employees) 5763- 2003 or such other
rules so adopted from time to time (the “Rules”) (such Awards that are intended to be (as set forth in the Award Agreement)
and which qualify as such under Section 102 of the Ordinance and the Rules, “102 Awards”);
(ii)
pursuant to Section 3(i) of the Ordinance or the corresponding provision of any subsequently enacted statute, as amended from time to
time (such Awards, “3(i) 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 Employees who are deemed to be residents of the United States,
for purposes of taxation, or are otherwise subject to U.S. Federal income tax (such Awards that are intended to be (as set forth in the
Award Agreement) and which qualify as an incentive stock option within the meaning of Section 422(b) of the Code, “Incentive
Stock Options”);
(iv)
Options awarded to Service Providers who are deemed to be residents of the United States, for purposes of taxation, or are otherwise
subject to U.S. Federal income tax, and not intended to be (as set forth in the Award Agreement) or which do not qualify as an Incentive
Stock Option (“Nonqualified Stock Options”);
(v)
Stock appreciation rights; and
(vi)
Restricted Shares, RSUs and other forms of Share-based Awards.
In
addition to the issuance of Awards under the relevant tax regimes in the United States of America and the State of Israel, and without
derogating from the generality of Section 24, this Plan contemplates issuances to Grantees in other jurisdictions or under other tax
regimes with respect to which the Committee is empowered, but is not required, to make the requisite adjustments in this Plan and set
forth the relevant conditions in an appendix to this Plan or in the Company’s agreement with the Grantee in order to comply with
the requirements of such other tax regimes.
1.3.
Construction. To the extent any provision herein conflicts with the conditions of any relevant tax law, rule or regulation which
are relied upon for tax relief in respect of a particular Award to a Grantee, the Committee is empowered, but is not required, hereunder
to determine that the provisions of such law, rule or regulation shall prevail over those of this Plan and to interpret and enforce such
prevailing provisions. With respect to 102 Awards, if and to the extent any action or the exercise or application of any provision hereof
or authority granted hereby is conditioned or subject to obtaining a ruling or tax determination from the ITA, to the extent required
by Applicable Law, then the taking of any such action or the exercise or application of such section or authority with respect to 102
Awards shall be conditioned upon obtaining such ruling or tax determination, and, if obtained, shall be subject to any condition set
forth therein; it being clarified that there is no obligation to apply for any such ruling or tax determination (which shall be in the
sole discretion of the Committee) and no assurance is made that if applied any such ruling or tax determination will be obtained (or
the conditions thereof).
2.1.
Terms Generally. Except when otherwise indicated by the context, (i) the singular shall include the plural and the plural shall
include the singular; (ii) any pronoun shall include the corresponding masculine, feminine and neuter forms; (iii) 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), (iv) 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, (v) reference to a “company” or “entity” shall include a, partnership, corporation, limited liability
company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof, and reference to
a “person” shall mean any of the foregoing or an individual, (vi) the words “herein”, “hereof” and
“hereunder”, and words of similar import, shall be construed to refer to this Plan in its entirety, and not to any particular
provision hereof, (vii) all references herein to Sections shall be construed to refer to Sections to this Plan; (viii) the words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”; and
(ix) use of the term “or” is not intended to be exclusive.
2.2.
Defined Terms. The following terms shall have the meanings ascribed to them in this Section 2:
2.3.
“Affiliate” shall mean, (i) with respect to any person, any other person that, directly or indirectly through one
or more intermediaries, controls, is controlled by, or is under common control with, such person (with the term “control”
or “controlled by” within the meaning of section 32(9) of the Ordinance), including, without limitation, any Parent or Subsidiary,
or (ii) Employer.
2.5.
“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, over-the-counter market or trading system on which the Company’s
shares are then traded or listed.
2.6.
“Award” shall mean any issuance of Shares or Restricted Shares, Options, RSUs, stock appreciation rights and other
Share-based Awards granted under this Plan.
2.7.
“Board” shall mean the Board of Directors of the Company.
2.8.
“Change in Board Event” shall mean any time at which individuals who, as of the Effective Date, constitute the Board
(the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however,
that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered
as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption
of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.
2.9.
“Code” shall mean the United States Internal Revenue Code of 1986, and any applicable rules or regulations promulgated
thereunder, all as amended.
2.10.
“Committee” shall mean a committee established or appointed by the Board, to the extent so established or appointed,
to administer this Plan, subject to Section 3.1.
2.11.
“Companies Law” shall mean the Israel Companies Law, 5759-1999, and the regulations promulgated thereunder, all as
amended from time to time.
2.12.
“Controlling Shareholder” shall have the meaning set forth in Section 32(9) of the Ordinance.
2.13.
“Disability” shall mean (i) the inability of a Grantee to engage in any substantial gainful activity or to perform
the major duties of the Grantee’s position with the Company or its Affiliates by reason of any medically determinable physical
or mental impairment which has lasted or can be expected to last for a continuous period of not less than 12 months (or such other period
as determined by the Committee), as determined by a qualified doctor acceptable to the Company, (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, or (iii) as defined in a policy of the Company that the Committee deems applicable to this Plan, or that makes reference to
this Plan, for purposes of this definition.
2.14.
“Employee” shall mean any person treated as an employee (including an officer or a director who is also treated as
an employee) in the records of the Company or any of its Affiliates (and in the case of 102 Awards, subject to Section 9.3 or in the
case of Incentive Stock Options, who is an employee for purposes of Section 422 of the Code); provided, however, that neither
service as a director nor payment of a director’s fee shall be sufficient to constitute employment for purposes of this Plan. The
Company shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be an Employee
and the effective date of such individual’s employment or termination of employment, as the case may be. For purposes of a person’s
rights, if any, under this Plan as of the time of the Company’s determination, all such determinations by the Company shall be
final, binding and conclusive, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary
determination.
2.15.
“Employer” means, for purpose of a 102 Trustee Award, the Company or an Affiliate, Subsidiary or Parent thereof, which
is an “employing company” within the meaning and subject to the conditions of Section 102(a) of the Ordinance.
2.16.
“employment”, “employed” and words of similar import shall be deemed to refer to the employment
of Employees or to the services of any other Service Provider, as the case may be.
2.17.
“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, and all regulations, guidance and
other interpretative authority issued thereunder.
2.18.
“exercise,” “exercised” and words of similar import, when referring to an Award that does not require
exercise or that is settled upon vesting (such as may be the case with RSUs or Restricted Shares, if so determined in their terms), shall
be deemed to refer to the vesting of such an Award (regardless of whether or not the wording included reference to vesting of such an
Awards explicitly).
2.19.
“Exercise Period” shall mean the period, commencing on the date of grant of an Award, during which an Award shall
be exercisable, subject to any vesting provisions thereof (including any acceleration thereof, if any) and subject to the termination
provisions hereof.
2.20.
“Exercise Price” shall mean the exercise price for each Share covered by an Option or the purchase price for each
Share covered by any other Award.
2.21.
“Fair Market Value” shall mean, as of any date, the value of a Share or other securities, property or rights as determined
by the Board, in its discretion, subject to the following: (i) if, on such date, the Shares are listed on any securities exchange, the
closing sales price per Share on which the Shares are principally traded on such date, or if no sale occurred on such date, the last
day preceding such date on which a sale occurred, as reported in The Wall Street Journal or such other source as the Company deems reliable;
(ii) if, on such date, 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 market on such date, or if there are no bid and asked prices on such date, the last day preceding such date on which
there are bid and asked prices, as reported in The Wall Street Journal or such other source as the Company deems reliable; or (iii) if,
on such date, the Shares are not then listed on a securities exchange or quoted in an over-the-counter market, or in case of any other
securities, property or rights, 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, if applicable, the Fair Market Value of the Shares shall be determined in a manner that is intended to satisfy the applicable requirements
of and subject to Section 409A of the Code, and with respect to Incentive Stock Options, in a manner that is intended to satisfy the
applicable requirements of and subject to Section 422 of the Code, subject to Section 422(c)(7) of the Code. 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.
2.22.
“Grantee” shall mean a person who has been granted an Award(s) under this Plan.
2.23.
“Option” shall mean a grant of options to purchase Shares, including, for the avoidance of doubt, Incentive Stock
Options and Nonqualified Stock Options.
2.24.
“Ordinance” shall mean the Israeli Income Tax Ordinance (New Version) 5271-1961, and the regulations and rules (including
the Rules) promulgated thereunder, all as amended from time to time.
2.25.
“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 and for purposes of Incentive Stock Options, that is a “parent corporation” of the Company,
as defined in Section 424(e) of the Code.
2.26.
“Retirement” shall mean a Grantee’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 or is subject
to.
2.27.
“Securities Act” shall mean the U.S. Securities Act of 1933, and the rules and regulations promulgated thereunder,
all as amended from time to time.
2.28.
“Service Provider” shall mean an Employee, director, officer, consultant, advisor and any other person or entity who
provides services to the Company or any Parent, Subsidiary or other Affiliate thereof. Service Providers shall include prospective Service
Providers to whom Awards are granted in connection with written offers of an employment or other service relationship with the Company
or any Parent, Subsidiary or any other Affiliates thereof, provided, however, that such employment or service shall have
actually commenced. Notwithstanding the foregoing, unless otherwise determined by the Committee, each Service Provider shall be an “employee”
as defined in the General Instructions to Form S-8 Registration Statement under the Securities Act (or any successor form thereto) at
the time the Award is granted to the Service Provider.
2.29.
“Share(s)” shall mean Ordinary Share(s), of no par value, of the Company (including Ordinary Shares resulting or issued
as a result of a stock split, reverse stock split, bonus shares, combination or other recapitalization events), or shares of such other
class of shares of the Company as shall be designated by the Board in respect of the relevant Award(s). “Shares” include
any securities or property issued or distributed with respect thereto.
2.30.
“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 and for purposes of Incentive Stock Options,
that is a “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.
2.31.
“tax(es)” shall mean (a) all federal, state, local or foreign taxes, charges, fees, imposts, levies or other assessments,
including all income, capital gains, alternative or add-on minimum, transfer, value added tax, real and personal property, withholding,
payroll, employment, escheat, social security, disability, national security, health tax, wealth surtax, stamp, registration and estimated
taxes, customs duties, fees, assessments and charges of any similar kind whatsoever (including under Section 280G of the Code) or other
tax of any kind whatsoever, (b) all interest, indexation differentials, penalties, fines, additions to tax or additional amounts imposed
by any taxing authority in connection with any item described in clause (a), (c) any transferee or successor liability in respect of
any items described in clauses (a) or (b) payable by reason of contract, assumption, transferee liability, successor liability, operation
of Applicable Law, or as a result of any express or implied obligation to assume Taxes or to indemnify any other person, and (d) any
liability for the payment of any amounts of the type described in clause (a) or (b) payable as a result of being a member of an affiliated,
consolidated, combined, unitary or aggregate or other group for any taxable period, including under U.S. Treasury Regulations Section
1.1502-6(a) (or any predecessor or successor thereof of any analogous or similar provision under Applicable Law) or otherwise.
2.32.
“Ten Percent Shareholder” shall mean a Grantee who, at the time an Award is granted to the Grantee, 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, within
the meaning of Section 422(b)(6) of the Code.
2.33.
“Trustee” shall mean the trustee appointed by the Committee to hold the Awards (and, in relation with 102 Trustee
Awards, approved by the ITA), if so appointed.
2.34.
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
Awards |
|
9.1 |
102 Non-Trustee Awards |
|
9.2 |
102 Ordinary Income Track
Awards |
|
9.1 |
102 Trustee Awards |
|
9.1 |
3(i) Awards |
|
1.2(ii) |
Award Agreement |
|
6 |
Cause |
|
6.6.4.4 |
Company |
|
1.1 |
Effective Date |
|
24.1 |
Election |
|
9.2 |
Eligible 102 Grantees |
|
9.3.1 |
Incentive Stock Options |
|
1.2(iii) |
Information |
|
16.4 |
ITA |
|
1.1(i) |
Merger/Sale |
|
14.2 |
Nonqualified Stock Options |
|
1.2(iv) |
Plan |
|
1.1 |
Prior Plan |
|
5.2 |
Pool |
|
5.1 |
Recapitalization |
|
14.1 |
Required Holding Period |
|
9.5 |
Restricted Period |
|
11.2 |
Restricted Share Agreement |
|
11 |
Restricted Share Unit Agreement |
|
12 |
Restricted Share |
|
1.1 |
RSUs |
|
1.1 |
Rules |
|
1.1(i) |
Securities |
|
17.1 |
Successor Corporation |
|
14.2.1 |
Withholding Obligations |
|
18.5 |
3.1.
To the extent permitted under Applicable Law, the Company’s Amended and Restated Articles of Association (as may be amended and
supplemented from time to time, the “Articles of Association”) and any other governing document of the Company, this
Plan shall be administered by the Committee. In the event that the Board does not appoint or establish a committee to administer this
Plan, this Plan shall be administered by the Board and, accordingly, any and all references herein to the Committee shall be construed
as references to the Board. In the event that an action necessary for the administration of this Plan is required under Applicable Law
to be taken by the Board without the right of delegation, or if such action or power was explicitly reserved by the Board in appointing,
establishing and empowering the Committee, 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. Even if such a Committee was appointed or established, the Board may
take any actions that are stated to be vested in the Committee, and shall not be restricted or limited from exercising all rights, powers
and authorities under this Plan or Applicable Law. 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 Articles of Association and
any other governing document of the Company. 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 mandatory requirements of Applicable
Law.
3.3.
Subject to the terms and conditions of this 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 this 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:
(i)
eligible Grantees,
(ii)
grants of Awards and setting the terms and provisions of Award Agreements (which need not be identical) and any other agreements or instruments
under which Awards are made, including, the number of Shares underlying each Award and the class of Shares underlying each Award (if
more than one class was designated by the Board),
(iii)
the time or times at which Awards shall be granted,
(iv)
the terms, conditions and restrictions applicable to each Award (which need not be identical) and any Shares acquired upon the exercise
or (if applicable) vesting thereof, including, (1) designating Awards under Section 1.2; (2) the vesting schedule, the acceleration thereof
and terms and conditions upon which Awards may be exercised or become vested, (3) the Exercise Price, (4) the method of payment for Shares
purchased upon the exercise or (if applicable) vesting of the Awards,
(5)
the method for satisfaction of any tax withholding obligation arising in connection with the Awards or such Shares, including by the
withholding or delivery of Shares, (6) the time of the expiration of the Awards, (7) the effect of the Grantee’s termination of
employment with the Company or any of its Affiliates, and (8) all other terms, conditions and restrictions applicable to the Award or
the Shares not inconsistent with the terms of this Plan,
(v)
to accelerate, continue, extend or defer the exercisability of any Award or the vesting thereof, including with respect to the period
following a Grantee’s termination of employment or other service,
(vi)
the interpretation of this Plan and any Award Agreement and the meaning, interpretation and applicability of terms referred to in Applicable
Law,
(vii)
policies, guidelines, rules and regulations relating to and for carrying out this Plan, and any amendment, supplement or rescission thereof,
as it may deem appropriate,
(viii)
to adopt supplements to, or alternative versions of, this Plan, including, without limitation, as it deems necessary or desirable to
comply with the laws of, or to accommodate the tax regime or custom of, foreign jurisdictions whose citizens or residents may be granted
Awards,
(ix)
the Fair Market Value of the Shares or other securities property or rights,
(x)
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,
(xi)
the authorization and approval of conversion, substitution, cancellation or suspension under and in accordance with this Plan of any
or all Awards or Shares,
(xii)
unless otherwise provided under the terms of this Plan, the amendment, modification, waiver or supplement of the terms of any outstanding
Award (including reducing the Exercise Price of an Award), provided, however, that if such amendments increase the Exercise Price of
an Award or reduce the number of Shares underlying an Award, then such amendments shall require the consent of the applicable Grantee,
unless such amendment is made pursuant to the exercise of rights or authorities in accordance with Sections 14 or 24,
(xiii)
without limiting the generality of the foregoing, and subject to the provisions of Applicable Law, to grant to a Grantee, who is the
holder of an outstanding Award, in exchange for the cancellation of such Award, a new Award having an Exercise Price lower than that
provided in the Award so canceled and containing such other terms and conditions as the Committee may prescribe in accordance with the
provisions of this Plan or to set a new Exercise Price for the same Award lower than that previously provided in the Award,
(xiv)
to correct any defect, supply any omission or reconcile any inconsistency in this Plan or any Award Agreement and all other determinations
and take such other actions with respect to this Plan or any Award as it may deem advisable to the extent not inconsistent with the provisions
of this Plan or Applicable Law, and
(xv)
any other matter which is necessary or desirable for, or incidental to, the administration of this Plan and any Award thereunder.
3.4.
The authority granted hereunder includes the authority to modify Awards to eligible individuals who are foreign nationals or are individuals
who are employed outside the State of Israel or the United States of America, to recognize differences in local law, tax policy or custom,
in order to effectuate the purposes of this Plan but without amending this Plan.
3.5.
The Board and the Committee shall be free at all times to make such determinations and take such actions as they deem fit. The Board
and the Committee need not take the same action or determination with respect to all Awards, with respect to certain types of Awards,
with respect to all Service Providers or any certain type of Service Providers and actions and determinations may differ as among the
Grantees, and as between the Grantees and any other holders of securities of the Company.
3.6.
All decisions, determinations, and interpretations of the Committee, the Board and the Company under this Plan shall be final and binding
on all Grantees (whether before or after the issuance of Shares pursuant to Awards), unless otherwise determined by the Committee, the
Board or the Company, respectively. The Committee shall have the authority (but not the obligation) to determine the interpretation and
applicability of Applicable Law to any Grantee or any Awards. No member of the Committee or the Board shall be liable to any Grantee
for any action taken or determination made in good faith with respect to this Plan or any Award granted hereunder.
3.7.
Any officer or authorized signatory of the Company shall have the authority to act on behalf of the Company with respect to any matter,
right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided such
person has apparent authority with respect to such matter, right, obligation, determination or election. Such person or authorized signatory
shall not be liable to any Grantee for any action taken or determination made in good faith with respect to this Plan or any Award granted
hereunder.
Awards
may be granted to Service Providers of the Company or any Affiliate thereof, taking into account, at the Committee’s discretion
and without an obligation to do so, the qualification under each tax regime pursuant to which such Awards are granted, subject to the
limitation on the granting of Incentive Stock Options set forth in Section 8.1. 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. However, eligibility in accordance
with this Section 4 shall not entitle any person to be granted an Award, or, having been granted an Award, to be granted an additional
Award.
Awards
may differ in number of Shares covered thereby, the terms and conditions applying to them or on the Grantees or in any other respect
(including, that there should not be any expectation (and it is hereby disclaimed) that a certain treatment, interpretation or position
granted to one shall be applied to the other, regardless of whether or not the facts or circumstances are the same or similar).
5.1.
The maximum aggregate number of Shares that may be issued pursuant to Awards under this Plan and any modification thereof, shall be determined
from time to time by the Board (subject to any approval required under Applicable Law) (the “Pool”). Such number of
Shares shall be subject to adjustment as provided in Section 14.1. The Board may, at its discretion, reduce the number of Shares that
may be issued pursuant to Awards under this Plan, at any time (provided that such reduction does not derogate from any issuance of Shares
in respect of Awards then outstanding).
5.2.
Any Shares (a) underlying an Award granted hereunder or an award granted under the Company’s 2016 Share Incentive Plan, as amended
(a “Prior Plan”) that has expired, or was cancelled, terminated, forfeited, or settled in cash in lieu of issuance
of Shares, for any reason, without having been exercised; (b) if permitted by the Company, tendered to pay the Exercise Price of an Award
(or the exercise price or other purchase price of any option or other award under any Prior Plan), or withholding tax obligations with
respect to an Award (or any awards under any Prior Plan; or (c) if permitted by the Company, subject to an Award (or any award under
any Prior Plan) that are not delivered to a Grantee because such Shares are withheld to pay the Exercise Price of such Award (or any
award under any Prior Plan), or withholding tax obligations with respect to such Award (or such award); shall automatically, and without
any further action on the part of the Company or any Grantee, again be available for grant of Awards and for issuance upon exercise or
(if applicable) vesting thereof for the purposes of this Plan (unless this Plan shall have been terminated), unless the Board determines
otherwise. Such Shares may be, in whole or in part, authorized but unissued Shares, (and, subject to obtaining a ruling as it applies
to 102 Awards) treasury shares (dormant shares) or otherwise Shares that shall have been or may be repurchased by the Company (to the
extent permitted pursuant to the Companies Law).
5.3.
Any Shares under the Pool that are not subject to outstanding or exercised Awards at the termination of this Plan shall cease to be reserved
for the purpose of this Plan.
5.4.
From and after the Effective Date, no further grants or awards shall be made under any Prior Plan; however, Awards made under a Prior
Plan before the Effective Date shall continue in effect in accordance with their terms.
6. |
TERMS
AND CONDITIONS OF AWARDS. |
Each
Award granted pursuant to this Plan shall be evidenced by a written or electronic agreement between the Company and the Grantee or a
written or electronic notice delivered by the Company (the “Award Agreement”), in substantially such form or forms
and containing such terms and conditions, as the Committee shall from time to time approve. The Award Agreement shall comply with and
be subject to the following general terms and conditions and the provisions of this Plan (except for any provisions applying to Awards
under different tax regimes), unless otherwise specifically provided in such Award Agreement, or the terms referred to in other Sections
of this Plan applying to Awards under such applicable tax regimes, or terms prescribed by Applicable Law. Award Agreements need not be
in the same form and may differ in the terms and conditions included therein.
|
6.1. |
Number
of Shares. Each Award Agreement shall state the number of Shares covered by the Award. |
|
|
|
|
6.2. |
Type
of Award. Each Award Agreement may state the type of Award granted thereunder provided that the tax treatment of any Award, whether
or not stated in the Award Agreement, shall be as determined in accordance with Applicable Law |
|
|
|
|
6.3. |
Exercise
Price. Each Award Agreement shall state the Exercise Price, if applicable, to be determined by the Committee at its sole discretion,
but subject to the provisions of the Company’s compensation policy. Unless otherwise set forth in this Plan, an Exercise Price
of an Award of less than the par value of the Shares (if shares bear a par value) shall comply with Section 304 of the Companies
Law. Subject to Sections 3, 7.2 and 8.2 and to the foregoing, the Committee may reduce the Exercise Price of any outstanding Award,
on terms and subject to such conditions as it deems advisable. The Exercise Price shall be subject to adjustment as provided in Section
14 hereof. The Exercise Price of any Award granted to a Grantee who is subject to U.S. federal income tax shall be determined in
accordance with Section 409A of the Code. |
6.4.
Manner of Exercise.
6.4.1
An Award may be exercised, as to any or all Shares as to which the Award has become exercisable, (a) by written notice delivered in person
or by mail (or such other methods of delivery prescribed by the Company) to the equity plan administrator of the Company or to such other
person as determined by the Committee, (b) by way of an exercise order submitted via the online service operated and maintained by the
Company or any of its service providers, or (c) or in any other manner as the Committee shall prescribe from time to time, specifying
the number of Shares with respect to which the Award is being exercised (which may be equal to or lower than the aggregate number of
Shares that have become exercisable at such time, subject to the last sentence of this Section), accompanied by payment of the aggregate
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 (i) in cash, (ii) if the Company’s shares are listed for trading on any securities
exchange or over-the-counter market, and if the Committee so determines, 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 listed for trading on any securities exchange or over-the-counter market, and if the Committee so determines, 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, (iv) by applying the Cashless Exercise Mechanism set forth in Section 6.4.3 below, or (v)
in such other manner as the Committee shall determine, which may include procedures for cashless exercise.
6.4.2
The application of Cashless Exercise Mechanism with respect to any 102 Awards shall be subject to obtaining a ruling from the ITA, to
the extent required by Applicable Law.
6.4.3
Unless otherwise determined by the Committee, any and all Options (other than Incentive Stock Options) may be exercised using a cashless
exercise mechanism, in which case the number of the Shares to be issued by the Company upon such exercise shall be calculated pursuant
to the following formula (the “Cashless Exercise Mechanism”):
|
Where: |
X = |
the number
of Shares to be issued to the Grantee. |
|
|
|
|
|
|
Y
= |
the
number of Shares, as adjusted to the date of such calculation, underlying the number of Options being exercised. |
|
|
|
|
|
|
A = |
the Fair
Market Value of one Share at the exercise date. |
|
|
|
|
|
|
B = |
the Exercise
Price of the Options being exercised. |
Upon
the completion of the calculation, if X is a negative number, then X shall be deemed to equal 0 (zero).
6.5.
Term and Vesting of Awards.
6.5.1
Each Award Agreement shall provide the vesting schedule for the Award as determined by the Committee. The Committee shall have the authority
to determine the vesting schedule and accelerate the vesting of any outstanding Award at such time and under such circumstances as it,
in its sole discretion, deems appropriate.
6.5.2
The Award Agreement may contain performance goals and measurements (including vesting of Awards that shall be subject upon performance
goals and measurements) (which, in case of 102 Trustee Awards, may, if then required, be subject to obtaining a specific tax ruling or
determination from the ITA), and the provisions with respect to any Award need not be the same as the provisions with respect to any
other Award. Such performance goals 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. The Committee
may adjust performance goals pursuant to Awards previously granted 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.
6.5.3
The Exercise Period of an Award will be no later than ten (10) years from the vesting date of the respective installment of the Award,
unless otherwise determined by the Committee and stated in the Award Agreement, but subject to the vesting provisions described above
and the early termination provisions set forth in Sections 6.6 and 6.7 hereof. At the expiration of the Exercise Period, any Award, or
any part thereof, that has not been exercised within the term of the Award and the Shares covered thereby not paid for in accordance
with this Plan and the Award Agreement shall terminate and become null and void, and all interests and rights of the Grantee in and to
the same shall expire.
6.6.
Termination.
6.6.1
Unless otherwise determined by the Committee, and subject to this Section 6.6 and Section 6.7 hereof, an Award may not be exercised unless
the Grantee is then a Service Provider, and unless the Grantee has remained continuously so employed since the date of grant of the Award
and throughout the vesting dates.
6.6.2
In the event that the employment or service of a Grantee shall terminate (other than by reason of death, Disability or Retirement), such
that Grantee is no longer a Service Provider, all Awards of such Grantee that are unvested at the time of such termination shall terminate
on the date of such termination, and all Awards of such Grantee that are vested and exercisable at the time of such termination may be
exercised within up to six (6) months after the date of such termination (or such different period as the Committee shall prescribe),
but in any event no later than the date of expiration of the Award’s term as set forth in the Award Agreement or pursuant to this
Plan; provided, however, that if the Company (or its Subsidiary or other Affiliate thereof, as applicable) shall have terminated
the Grantee’s employment or service for Cause (as defined below) (whether the facts or circumstances that constitute such Cause
occur prior to or after termination of employment or service), or if facts or circumstances arise or are discovered with respect to the
Grantee that would have constituted Cause, then all Awards theretofore granted to such Grantee (whether vested or not) shall terminate
and be subject to recoupment by the Company on the date of such termination (or on such subsequent date on which such facts or circumstances
arise or are discovered, as the case may be) unless otherwise determined by the Committee, and any Shares issued upon exercise or (if
applicable) vesting of Awards (including other Shares or securities issued or distributed with respect thereto, and including the gross
amount of any proceeds, gains or other economic benefit the Grantee actually or constructively receives upon receipt or exercise of any
Award or the receipt or resale of any Shares underlying the Award), whether held by the Grantee or by the Trustee for the Grantee’s
benefit, shall be deemed to be irrevocably offered for sale to the Company, any of its Affiliates or any person designated by the Company
to purchase, at the Company’s election and subject to Applicable Law, either for no consideration, for the par value of such Shares
(if such Shares bear a par value) or against payment of the Exercise Price previously received by the Company for such Shares upon their
issuance, as the Committee deems fit, upon written notice to the Grantee at any time prior to, at or after the Grantee’s termination
of employment or service. Such Shares or other securities shall be sold and transferred within 30 days from the date of the Company’s
notice of its election to exercise its right. If the Grantee fails to transfer such Shares or other securities to the Company, the Company,
at the decision of the Committee, shall be entitled to forfeit or repurchase such Shares and to authorize any person to execute on behalf
of the Grantee any document necessary to effect such transfer, whether or not the share certificates are surrendered. The Company shall
have the right and authority to effect the above either by: (i) repurchasing all of such Shares or other securities held by the Grantee
or by the Trustee for the benefit of the Grantee, or designate the purchaser of all or any part of such Shares or other securities, for
the Exercise Price paid for such Shares, the par value of such Shares (if such Shares bear a par value) or for no payment or consideration
whatsoever, as the Committee deems fit; (ii) forfeiting all or any part of such Shares or other securities; (iii) redeeming all or any
part of such Shares or other securities, for the Exercise Price paid for such Shares, the par value of such Shares (if such Shares bear
a par value) or for no payment or consideration whatsoever, as the Committee deems fit; (iv) taking action in order to have all or any
part of such Shares or other securities converted into deferred shares entitling their holder only to their par value (if such Shares
bear a par value) upon liquidation of the Company; or (v) taking any other action which may be required in order to achieve similar results;
all as shall be determined by the Committee, at its sole and absolute discretion, and the Grantee is deemed to irrevocably empower the
Company or any person which may be designated by it to take any action by, in the name of or on behalf of the Grantee to comply with
and give effect to such actions (including, voting such shares, filling in, signing and delivering share transfer deeds, etc.).
6.6.3
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 Awards held by any Grantee may continue to vest and be exercisable; it being clarified that
such Awards may lose their entitlement to certain tax benefits under Applicable Law (including, without limitation, qualification of
an Award as an Incentive Stock Option) as a result of the modification of such Awards and/or in the event that the Award is exercised
beyond the later of: (i) three (3) months after the date of termination of the employment or service relationship; or (ii) the applicable
period under Section 6.7 below with respect to a termination of the employment or service relationship because of the death, Disability
or Retirement of Grantee.
6.6.4
For purposes of this Plan:
6.6.4.1.
A termination of employment or service of a Grantee shall not be deemed to occur (except to the extent required by the Code with
respect to the Incentive Stock Option status of an Option) in case of (i) a transition or transfer of a Grantee among the Company
and its Affiliates, (ii) a change in the capacity in which the Grantee is employed or renders service to the Company or any
of its Affiliates or a change in the identity of the employing or engagement entity among the Company and its Affiliates, provided,
in case of the foregoing clauses (i) and (ii) above, that the Grantee has remained continuously employed by and/or in the service of
the Company and its Affiliates since the date of grant of the Award and throughout the vesting period; or (iii) if the Grantee takes
any unpaid leave as set forth in Section 6.8 below.
6.6.4.2.
An entity or an Affiliate thereof assuming an Award or issuing in substitution thereof in a transaction to which Section 424(a) of the
Code applies or in a Merger/Sale in accordance with Section 14 shall be deemed as an Affiliate of the Company for purposes of this Section
6.6, unless the Committee determines otherwise.
6.6.4.3.
In the case of a Grantee whose principal employer or service recipient is a Subsidiary or other Affiliate thereof, 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 or service
recipient ceases to be a Subsidiary or other Affiliate thereof.
6.6.4.4.
The term “Cause” shall mean (irrespective of, and in addition to, any definition included in any other agreement or
instrument applicable to the Grantee, and unless otherwise determined by the Committee) any of the following: (i) any theft, fraud, embezzlement,
dishonesty, willful misconduct, breach of fiduciary duty for personal profit, falsification of any documents or records of the Company
or any of its Affiliates, felony or similar act by the Grantee (whether or not related to the Grantee’s relationship with the Company);
(ii) an act of moral turpitude by the Grantee, or any act that causes significant injury to, or is otherwise adversely affecting, the
reputation, business, assets, operations or business relationship of the Company (or a Subsidiary or other Affiliate thereof, when applicable);
(iii) any breach by the Grantee of any material agreement with or of any material duty of the Grantee to the Company or any Subsidiary
or other Affiliate thereof (including breach of confidentiality, non-disclosure, non-use non-competition or non-solicitation covenants
towards the Company or any of its Affiliates) or failure to abide by code of conduct or other policies (including, without limitation,
policies relating to confidentiality and reasonable workplace conduct); (iv) any act which constitutes a breach of a Grantee’s
fiduciary duty towards the Company or a Subsidiary or other Affiliate thereof, including disclosure of confidential or proprietary information
thereof or acceptance or solicitation to receive unauthorized or undisclosed benefits, irrespective of their nature, or funds, or promises
to receive either, from individuals, consultants or corporate entities with whom the Company or a Subsidiary or other Affiliate thereof
conducts business; (v) the Grantee’s unauthorized use, misappropriation, destruction, or diversion of any tangible or intangible
asset or corporate opportunity of the Company or any of its Affiliates (including, without limitation, the improper use or disclosure
of confidential or proprietary information); or (vi) any circumstances that constitute grounds for termination for cause under the Grantee’s
employment or service agreement with the Company or Affiliate, to the extent applicable. For the avoidance of doubt, the determination
as to whether a termination is for Cause for purposes of this Plan, shall be made in good faith by the Committee and shall be final and
binding on the Grantee.
6.7.
Death, Disability or Retirement of Grantee.
6.7.1
If a Grantee shall die while employed by, or performing service for, the Company or any of its Affiliates, or within the three (3) month
period (or such longer period of time as determined by the Board, in its discretion) 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 with the Company or any of its Affiliates shall terminate by reason of Disability, all Awards 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 legal right to exercise such Awards by bequest
or inheritance, or by a person who acquired the legal right to exercise such Awards in accordance with applicable law in the case of
Disability of the Grantee, as the case may be, at any time within one (1) year (or such longer period of time as determined by the Committee,
in its discretion) after the death or Disability of the Grantee (or such different period as the Committee shall prescribe), but in any
event no later than the date of expiration of the Award’s term as set forth in the Award Agreement or pursuant to this Plan. In
the event that an Award granted hereunder shall be exercised as set forth above by any person other than the Grantee, written notice
of such exercise shall be accompanied by a certified copy of letters testamentary or proof satisfactory to the Committee of the right
of such person to exercise such Award.
6.7.2
In the event that the employment or service of a Grantee shall terminate on account of such Grantee’s Retirement, all Awards 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 six (6) month period after the date of such Retirement (or such different period as the Committee shall prescribe).
6.8.
Suspension of Vesting. Unless the Committee provides otherwise, vesting of Awards granted hereunder shall be suspended during
any unpaid leave of absence, other than in the case of any (i) leave of absence which was pre-approved by the Company explicitly for
purposes of continuing the vesting of Awards, or (ii) transfers between locations of the Company or any of its Affiliates, or between
the Company and any of its Affiliates, or any respective successor thereof. For clarity, for purposes of this Plan, military leave, statutory
maternity or paternity leave or sick leave are not deemed unpaid leave of absence, unless otherwise determined by the Committee.
6.9.
Securities Law Restrictions. Except as otherwise provided in the applicable Award Agreement or other agreement between the Service
Provider and the Company, if the exercise of an Award 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 or equivalent requirements under equivalent laws of other applicable jurisdictions, then the Award shall remain
exercisable and terminate on the earlier of (i) the expiration of a period of three (3) months (or such longer period of time as determined
by the Board, in its discretion) after the termination of the Service Provider’s employment or service during which the exercise
of the Award would not be in such violation, or (ii) the expiration of the term of the Award as set forth in the Award Agreement or pursuant
to this Plan. In addition, unless otherwise provided in a Grantee’s Award Agreement, if the sale of any Shares received upon exercise
or (if applicable) vesting of an Award following the termination of the Grantee’s employment or service (other than for Cause)
would violate the Company’s insider trading policy, then the Award 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 Grantee’s employment or service during which
the exercise of the Award would not be in violation of the Company’s insider trading policy, or (ii) the expiration of the term
of the Award as set forth in the applicable Award Agreement or pursuant to this Plan.
6.10.
Other Provisions. The Award Agreement evidencing Awards under this Plan shall contain such other terms and conditions not inconsistent
with this Plan as the Committee may determine, at or after the date of grant, including provisions in connection with the restrictions
on transferring the Awards or Shares covered by such Awards, which shall be binding upon the Grantees and any purchaser, assignee or
transferee of any Awards, and other terms and conditions as the Committee shall deem appropriate.
7. |
NONQUALIFIED
STOCK OPTIONS. |
Awards
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 this Plan, except for any provisions of this Plan applying to Awards
under different tax laws or regulations. In the event of any inconsistency or contradictions between the provisions of this Section 7
and the other terms of this Plan, this Section 7 shall prevail. However, if for any reason the Awards granted pursuant to this Section
7 (or portion thereof) does not qualify as an Incentive Stock Option, then, to the extent of such non-qualification, such Option (or
portion thereof) shall be regarded as a Nonqualified Stock Option granted under this Plan. In no event will the Board, the Company or
any Parent or Subsidiary or any of their respective employees or directors have any liability to a Grantee (or any other person) due
to the failure of the Option to qualify for any reason as an Incentive Stock Option.
7.1.
Certain Limitations on Eligibility for Nonqualified Stock Options. Nonqualified Stock Options may not be granted to a Service
Provider who is deemed to be a resident of the United States for purposes of taxation or who is otherwise subject to United States federal
income tax unless the Shares underlying such Options constitute “service recipient stock” under Section 409A of the Code
or unless such Options comply with the payment requirements of Section 409A of the Code.
7.2.
Exercise Price. The Exercise Price of a Nonqualified Stock Option shall not be less than 100% of the Fair Market Value of a Share
on the date of grant of such Option unless the Committee specifically indicates that the Awards will have a lower Exercise Price and
the Award complies with Section 409A of the Code. Notwithstanding the foregoing, a Nonqualified Stock Option may be granted with an exercise
price lower than the minimum exercise price set forth above if such Award is granted pursuant to an assumption or substitution for another
option in a manner qualifying under the provisions of that complies with Section 424(a) of the Code or 1.409A-1(b)(5)(v)(D) of the U.S.
Treasury Regulations or any successor guidance.
8. |
INCENTIVE
STOCK OPTIONS. |
Awards
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 this Plan, except for any
provisions of this Plan applying to Awards under different tax laws or regulations. In the event of any inconsistency or contradictions
between the provisions of this Section 8 and the other terms of this Plan, this Section 8 shall prevail. For the avoidance of doubt,
Awards granted pursuant to this Section 8 are intended for Employees who are deemed to be residents of the United States, for purposes
of taxation, or are otherwise subject to U.S. Federal income tax.
8.1.
Eligibility for Incentive Stock Options. Incentive Stock Options may be granted only to Employees of the Company, or to Employees
of a Parent or Subsidiary, determined as of the date of grant of such Options. An Incentive Stock Option granted to a prospective Employee
upon the condition that such person become an Employee shall be deemed granted effective on the date such person commences employment,
with an exercise price determined as of such date in accordance with Section 8.2.
8.2.
Exercise Price. The Exercise Price of an Incentive Stock Option shall not be less than one hundred percent (100%) of the Fair
Market Value of the Shares covered by the Awards on the date of grant of such Option or such other price as may be determined pursuant
to the Code. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an exercise price lower than the minimum exercise
price set forth above if such Award is granted pursuant to an assumption or substitution for another option in a manner that complies
with the provisions of Section 424(a) of the Code.
8.3.
Date of Grant. Notwithstanding any other provision of this Plan to the contrary, no Incentive Stock Option may be granted under
this Plan after 10 years from the date this Plan is adopted, or the date this Plan is approved by the shareholders, whichever is earlier.
8.4.
Exercise Period. No Incentive Stock Option shall be exercisable after the expiration of ten (10) years after the effective date
of grant of such Award, subject to Section 8.6. No Incentive Stock Option granted to a prospective Employee may become exercisable prior
to the date on which such person commences employment.
8.5.
$100,000 Per Year Limitation. 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 this Plan and all other “incentive stock option”
plans of the Company, or of any Parent or Subsidiary, 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 such Incentive Stock Options and any other such incentive stock options are exercisable
for the first time by any Grantee during any calendar year 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. If the Code is amended to provide for a different limitation from that set forth in this Section 8.5, such different limitation
shall be deemed incorporated herein effective as of the date and with respect to such Awards as required or permitted by such amendment
to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonqualified Stock Option in part by reason of the
limitation set forth in this Section 8.5, the Grantee may designate which portion of such Option the Grantee is exercising. In the absence
of such designation, the Grantee shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Separate certificates
representing each such portion may be issued upon the exercise of the Option.
8.6.
Ten Percent Shareholder. In the case of an Incentive Stock Option granted to a Ten Percent Shareholder, notwithstanding the foregoing
provisions of this Section 8, (i) the Exercise Price shall not be less than one hundred and ten percent (110%) of the Fair Market Value
of a Share on the date of grant of such Incentive Stock Option, and (ii) the Exercise Period shall not exceed five (5) years from the
effective date of grant of such Incentive Stock Option.
8.7.
Payment of Exercise Price. Each Award Agreement evidencing an Incentive Stock Option shall state each alternative method by which
the Exercise Price thereof may be paid.
8.8.
Leave of Absence. Notwithstanding Section 6.8, a Grantee’s employment shall not be deemed to have terminated if the Grantee
takes any leave as set forth in Section 6.8(i); provided, however, that if any such leave exceeds three (3) months, on
the day that is three (3) months following the commencement of such leave any Incentive Stock Option held by the Grantee shall cease
to be treated as an Incentive Stock Option and instead shall be treated thereafter as a Nonqualified Stock Option, unless the Grantee’s
right to return to employment is guaranteed by statute or contract.
8.9.
Exercise Following Termination. Notwithstanding anything else in this Plan to the contrary, Incentive Stock Options that are not
exercised within three (3) months following termination of the Grantee’s employment with the Company or its Parent or Subsidiary
or with a corporation (or a parent or subsidiary of such corporation) issuing or assuming an Option of such Grantee in a transaction
to which Section 424(a) of the Code applies, or within one year in case of termination of the Grantee’s employment with the Company
or its Parent or Subsidiary due to a Disability (within the meaning of Section 22(e)(3) of the Code), shall be deemed to be Nonqualified
Stock Options.
8.10.
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 Shares received pursuant to the exercise of Incentive
Stock Options. A “Disqualifying Disposition” is any disposition (including any sale) of such 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 Shares are sold, these holding period requirements do
not apply and no disposition of the Shares will be deemed a Disqualifying Disposition.
Awards
granted pursuant to this Section 9 are intended to constitute 102 Awards 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 this Plan, except for any provisions
of this Plan applying to Awards under different tax laws or regulations. In the event of any inconsistency or contradictions between
the provisions of this Section 9 and the other terms of this Plan, this Section 9 shall prevail. For the avoidance of doubt, the provisions
of Section 8 shall not apply to Awards granted pursuant to this Section 9.
9.1.
Tracks. Awards granted pursuant to this Section 9 are intended to be granted pursuant to Section 102 of the Ordinance pursuant
to either (i) Section 102(b)(2) or (3) thereof (as applicable), under the capital gain track (“102 Capital Gain Track Awards”),
or (ii) Section 102(b)(1) thereof under the ordinary income track (“102 Ordinary Income Track Awards”, and together
with 102 Capital Gain Track Awards, “102 Trustee Awards”). 102 Trustee Awards shall be granted subject to the special
terms and conditions contained in this Section 9, the general terms and conditions specified in Section 6 hereof and other provisions
of this Plan, except for any provisions of this Plan applying to Options under different tax laws or regulations.
9.2.
Election of Track. Subject to Applicable Law, the Company may grant only one type of 102 Trustee Awards at any given time to all
Grantees who are to be granted 102 Trustee Awards pursuant to this Plan, and shall file an election with the ITA regarding the type of
102 Trustee Awards it elects to grant before the date of grant of any 102 Trustee Awards (the “Election”). Such Election
shall also apply to any other securities, including bonus shares, received by any Grantee as a result of holding the 102 Trustee Awards.
The Company may change the type of 102 Trustee Awards that it elects to grant only after the expiration 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 Awards, pursuant to Section 102(c) of the Ordinance without a Trustee (“102
Non-Trustee Awards”).
9.3.
Eligibility for Awards.
9.3.1
Subject to Applicable Law, 102 Awards may only be granted to an “employee” within the meaning of Section 102(a) of the
Ordinance (which as of the date of the adoption of this Plan means (i) individuals employed by an Israeli company being the Company
or any of its Affiliates, and (ii) individuals who are serving and are engaged personally (and not through an entity) as
“office holders” by such an Israeli company, but may not be granted to a Controlling Shareholder (“Eligible 102
Grantees”). Eligible 102 Grantees may receive only 102 Awards, which may either be granted to a Trustee or granted under
Section 102 of the Ordinance without a Trustee.
9.4.
102 Award Grant Date.
9.4.1
Each 102 Award will be deemed granted on the date determined by the Committee, subject to Section 9.4.2, provided that (i) the
Grantee has signed all documents required by the Company or pursuant to Applicable Law, and (ii) with respect to 102 Trustee Award, the
Company has provided all applicable documents to the Trustee in accordance with the guidelines published by the ITA, and if an agreement
is not signed and delivered by the Grantee within 90 days from the date determined by the Committee (subject to Section 9.4.2), then
such 102 Trustee Award shall be deemed granted on such later date as such agreement is signed and delivered and on which the Company
has provided all applicable documents to the Trustee in accordance with the guidelines published by the ITA. In the case of any contradiction,
this provision and the date of grant determined pursuant hereto shall supersede and be deemed to amend any date of grant indicated in
any corporate resolution or Award Agreement.
9.4.2
Unless otherwise permitted by the Ordinance, any grants of 102 Trustee Awards that are made on or after the date of the adoption of this
Plan or an amendment to this Plan, as the case may be, that may become effective only at the expiration of thirty (30) days after the
filing of this Plan or any amendment thereof (as the case may be) with the ITA in accordance with the Ordinance shall be conditional
upon the expiration of such 30-day period, such condition shall be read and is incorporated by reference into any corporate resolutions
approving such grants and into any Award Agreement evidencing such grants (whether or not explicitly referring to such condition), and
the date of grant shall be at the expiration of such 30-day period, whether or not the date of grant indicated therein corresponds with
this Section. In the case of any contradiction, this provision and the date of grant determined pursuant hereto shall supersede and be
deemed to amend any date of grant indicated in any corporate resolution or Award Agreement.
9.5.
102 Trustee Awards.
9.5.1
Each 102 Trustee Award, each Share issued pursuant to the exercise of any 102 Trustee Award, and any rights granted thereunder, including
bonus shares, shall be issued to and registered in the name of the Trustee and shall be held in trust for the benefit of the Grantee
for the requisite period prescribed by the Ordinance (the “Required Holding Period”). In the event that the requirements
under Section 102 of the Ordinance to qualify an Award as a 102 Trustee Award are not met, then the Award may be treated as a 102 Non-Trustee
Award or 3(i) Award, all in accordance with the provisions of the Ordinance. After expiration of the Required Holding Period, the Trustee
may release such 102 Trustee Awards 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 the Employer
withholds all applicable taxes and compulsory payments due pursuant to the Ordinance arising from the 102 Trustee Awards and/or any Shares
issued upon exercise or (if applicable) vesting of such 102 Trustee Awards. The Trustee shall not release any 102 Trustee Awards or Shares
issued upon exercise or (if applicable) vesting thereof prior to the payment in full of the Grantee’s tax and compulsory payments
arising from such 102 Trustee Awards and/or Shares or the withholding referred to in (ii) above.
9.5.2
Each 102 Trustee Award shall be subject to the relevant terms of the Ordinance, the Rules and any determinations, rulings or approvals
issued by the ITA, which shall be deemed an integral part of the 102 Trustee Awards and shall prevail over any term contained in this
Plan or Award Agreement that is not consistent therewith. Any provision of the Ordinance, the Rules and any determinations, rulings or
approvals by the ITA not expressly specified in this Plan or Award Agreement that are necessary to receive or maintain any tax benefit
pursuant to Section 102 of the Ordinance shall be binding on the Grantee. Any Grantee granted a 102 Trustee Awards shall comply with
the Ordinance and the terms and conditions of the trust agreement entered into between the Company and the Trustee. The Grantee shall
execute any and all documents that the Company and/or its Affiliates and/or the Trustee determine from time to time to be necessary in
order to comply with the Ordinance and the Rules.
9.5.3
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 or (if applicable) vesting of a 102 Trustee Awards 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, release or other action occurs
during the Required Holding Period it may 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, but subject to the terms of this Plan, 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 and compulsory payments required to be paid upon the release and transfer of the Shares, and confirmation of such payment
has been received by the Trustee and the Company, 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, any agreement governing
the Shares, this Plan, the Award Agreement and any Applicable Law.
9.5.4
If a 102 Trustee Award is exercised or (if applicable) vested, the Shares issued upon such exercise or (if applicable) vesting shall
be issued in the name of the Trustee for the benefit of the Grantee.
9.5.5
Upon or after receipt of a 102 Trustee Award, if required, the Grantee may be required to 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 this Plan,
or any 102 Trustee Awards or Share granted to such Grantee thereunder.
9.6.
102 Non-Trustee Awards. The foregoing provisions of this Section 9 relating to 102 Trustee Awards shall not apply with respect
to 102 Non-Trustee Awards, which shall, however, be subject to the relevant provisions of Section 102 of the Ordinance and the applicable
Rules. The Committee may determine that 102 Non-Trustee Awards, the Shares issuable upon the exercise or (if applicable) vesting of a
102 Non-Trustee Awards and/or any securities issued or distributed with respect thereto, shall be allocated or issued to the Trustee,
who shall hold such 102 Non-Trustee Awards and all accrued rights thereon (if any), in trust for the benefit of the Grantee and/or the
Company, as the case may be, until the full payment of tax arising from the 102 Non-Trustee Awards, the Shares issuable upon the exercise
or (if applicable) vesting of a 102 Non- Trustee Awards and/or any securities issued or distributed with respect thereto. The Company
may choose, alternatively, to force the Grantee to provide it with a guarantee or other security, to the satisfaction of each of the
Trustee and the Company, until the full payment of the applicable taxes.
9.7.
Written Grantee Undertaking. To the extent and with respect to any 102 Trustee Award, and as required by Section 102 of the Ordinance
and the Rules, by virtue of the receipt of such Award, the Grantee is deemed to have provided, undertaken and confirmed the following
written undertaking (and such undertaking is deemed incorporated into any documents signed by the Grantee in connection with the employment
or service of the Grantee and/or the grant of such Award), which undertaking shall be deemed to apply and relate to all 102 Trustee Awards
granted to the Grantee, whether under this Plan or other plans maintained by the Company, and whether prior to or after the date hereof.
9.7.1
The Grantee shall comply with all terms and conditions set forth in Section 102 of the Ordinance with regard to the “Capital Gain
Track” or the “Ordinary Income Track”, as applicable, and the applicable rules and regulations promulgated thereunder,
as amended from time to time;
9.7.2
The Grantee is familiar with, and understands the provisions of, Section 102 of the Ordinance in general, and the tax arrangement under
the “Capital Gain Track” or the “Ordinary Income Track” in particular, and its tax consequences; the Grantee
agrees that the 102 Trustee Awards and Shares that may be issued upon exercise or (if applicable) vesting of the 102 Trustee Awards (or
otherwise in relation to the 102 Trustee Awards), will be held by the Trustee appointed pursuant to Section 102 of the Ordinance for
at least the duration of the “Holding Period” (as such term is defined in Section 102) under the “Capital Gain Track”
or the “Ordinary Income Track”, as applicable. The Grantee understands that any release of such 102 Trustee Awards or Shares
from trust, or any sale of the Share prior to the termination of the Holding Period, as defined above, will result in taxation at marginal
tax rate, in addition to deductions of appropriate social security, health tax contributions or other compulsory payments; and
9.7.3
The Grantee agrees to the trust agreement signed between the Company, the Employer and the Trustee appointed pursuant to Section 102
of the Ordinance.
Awards
granted pursuant to this Section 10 are intended to constitute 3(i) Awards and shall be granted subject to the general terms and conditions
specified in Section 6 hereof and other provisions of this Plan, except for any provisions of this Plan applying to Awards under different
tax laws or regulations. In the event of any inconsistency or contradictions between the provisions of this Section 10 and the other
terms of this Plan, this Section 10 shall prevail.
10.1.
To the extent required by the Ordinance or the ITA or otherwise deemed by the Committee to be advisable, the 3(i) Awards and/or any shares
or other securities issued or distributed with respect thereto granted pursuant to this Plan shall be issued to a Trustee nominated by
the Committee in accordance with the provisions of the Ordinance or the terms of a trust agreement, as applicable. In such event, the
Trustee shall hold such Awards and or other securities issued or distributed with respect thereto in trust, until exercised or (if applicable)
vested by the Grantee and the full payment of tax arising therefrom, pursuant to the Company’s instructions from time to time as
set forth in a trust agreement, which will have been entered into between the Company and the Trustee. If determined by the Board 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 issuance of Shares, whether due to the exercise or (if applicable) vesting of Awards.
10.2.
Shares pursuant to a 3(i) Award shall not be issued, unless the Grantee delivers to the Company payment in cash or by bank check or such
other form acceptable to the Committee of all withholding taxes due, if any, on account of the Grantee acquired Shares under the Award
or gives other assurance satisfactory to the Committee of the payment of those withholding taxes.
The
Committee may award Restricted Shares to any eligible Grantee, including under Section 102 of the Ordinance. Each Award of Restricted
Shares under this 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 Shares shall be subject to all applicable
terms of this Plan, which in the case of Restricted Shares granted under Section 102 of the Ordinance shall include Section 9 hereof,
and may be subject to any other terms that are not inconsistent with this Plan. The provisions of the various Restricted Shares Agreements
entered into under this Plan need not be identical. The Restricted Share Agreement shall comply with and be subject to Section 6 and
the following terms and conditions, unless otherwise specifically provided in such Agreement and not inconsistent with this Plan or Applicable
Law:
11.1.
Purchase Price. Section 6.4 shall not apply. Each Restricted Share Agreement shall state an amount of Exercise 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 in cash or, subject to the Committee’s approval, by issuance of promissory notes or other evidence of indebtedness on such
terms and conditions as determined by the Committee.
11.2.
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 (in which case they shall be transferred subject to all restrictions then or thereafter
applicable thereto), until such Restricted Shares shall have vested (the period from the date on which the Award is granted until the
date of vesting of the Restricted Shares thereunder 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 (which, in case of 102 Trustee Awards, may be subject to obtaining a specific tax ruling or
determination from the ITA). 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, if issued, 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 of the Ordinance, 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 at least the Required Holding Period.
11.3.
Forfeiture; Repurchase. Subject to such exceptions as may be determined by the Committee, if the Grantee’s continuous employment
with or service to the Company or any Affiliate thereof shall terminate (such that Grantee is no longer a Service Provider of either
the Company or any Affiliate thereof) for any reason prior to the expiration of the Restricted Period of an Award or prior to the timely
payment in full of the Exercise Price (if applicable) of any Restricted Shares, any Restricted Shares remaining subject to vesting or
with respect to which the purchase price has not been paid in full, shall thereupon be forfeited, transferred to, and redeemed, repurchased
or cancelled by, as the case may be, in any manner as set forth in Section 6.6.2(i) through (v), subject to Applicable Law and the Grantee
shall have no further rights with respect to such Restricted Shares.
11.4.
Ownership. During the Restricted Period the Grantee shall possess all incidents of ownership of such Restricted Shares, subject
to Section 6.10 and Section 11.2, including the right to vote and receive dividends with respect to such Shares. All securities, 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. |
An
RSU is an Award covering a number of Shares that is settled, if vested and (if applicable) exercised, by issuance of those Shares. An
RSU may be awarded to any eligible Grantee, including under Section 102 of the Ordinance. The Award Agreement relating to the grant of
RSUs under this Plan (the “Restricted Share Unit Agreement”), shall be in such form as the Committee shall from time
to time approve. The RSUs shall be subject to all applicable terms of this Plan, which in the case of RSUs granted under Section 102
of the Ordinance shall include Section 9 hereof, and may be subject to any other terms that are not inconsistent with this Plan. The
provisions of the various Restricted Share Unit Agreements entered into under this Plan need not be identical. RSUs may be granted in
consideration of a reduction in the recipient’s other compensation.
12.1.
Exercise Price. No payment of Exercise Price shall be required as consideration for RSUs, unless included in the Award Agreement
or as required by Applicable Law (including, Section 304 of the Companies Law), and Section 6.4 shall apply, if applicable.
12.2.
Shareholders’ Rights. The Grantee shall not possess or own any ownership rights in the Shares underlying the RSUs and no
rights as a shareholder shall exist prior to the actual issuance of Shares in the name of the Grantee.
12.3.
Settlements of Awards. 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 vesting 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 Shares
underlying such RSUs shall be subject to adjustment pursuant hereto.
13. |
OTHER
SHARE OR SHARE-BASED AWARDS. |
13.1.
The Committee may grant other Awards under this 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.
13.2.
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 the Shares in respect
to which the right was granted is so exercised exceeds the exercise price thereof. The exercise price of any such stock appreciation
right granted to a Grantee who is subject to U.S. federal income tax shall be determined in compliance with Section 7.2.
13.3.
Such other Share-based Awards as set forth above may be granted alone, in addition to, or in tandem with any Award of any type granted
under this Plan (without any obligation or assurance that that such Share-based Awards will be entitled to tax benefits under Applicable
Law or to the same tax treatment as other Awards under this Plan).
14. |
EFFECT
OF CERTAIN CHANGES. |
14.1.
General. In the event of a division or subdivision of the outstanding share capital of the Company, any distribution of bonus
shares (stock split), consolidation or combination of share capital of the Company (reverse stock split), reclassification with respect
to the Shares or any similar recapitalization events (each, a “Recapitalization”), a merger (including, a reverse
merger and a reverse triangular merger), or like transaction of the Company with or into another corporation, a reorganization (which
may include a combination or exchange of shares, spin-off or other corporate divestiture or division, or other similar occurrences, the
Committee shall have the authority to make, without the need for a consent of any holder of an Award, such adjustments as determined
by the Committee to be appropriate, in its discretion, in order to adjust (i) the number and class of shares reserved and available for
grants of Awards, (ii) the number and class of shares covered by outstanding Awards, (iii) the Exercise Price per share covered by any
Award, (iv) the terms and conditions concerning vesting and exercisability and the term and duration of the outstanding Awards, (v) the
type or class of security, asset or right underlying the Award (which need not be only that of the Company, and may be that of the surviving
corporation or any affiliate thereof or such other entity party to any of the above transactions), and (vi) any other terms of the Award
that in the opinion of the Committee should be adjusted. Any fractional shares resulting from such adjustment shall be treated as determined
by the Committee, and in the absence of such determination shall be rounded to the nearest whole share, and the Company shall have no
obligation to make any cash or other payment with respect to such fractional shares. No adjustment shall be made by reason of the distribution
of subscription rights or rights offering to outstanding shares or other issuance of shares by the Company, unless the Committee determines
otherwise. The adjustments determined pursuant to this Section 14.1 (including a determination that no adjustment is to be made) shall
be final, binding and conclusive.
Notwithstanding
anything to the contrary included herein, in the event of a distribution of cash dividend by the Company to all holders of Shares, the
Committee shall have the authority to determine, without the need for a consent of any holder of an Award, that the Exercise Price of
any Award, which is outstanding and unexercised on the record date of such distribution, shall be reduced by an amount equal to the per
Share gross dividend amount distributed by the Company, and the Committee may determine that the Exercise Price following such reduction
shall be not less than the par value of a Share (if such Shares bear a par value). The application of this Section with respect to any
102 Awards shall be subject to obtaining a ruling from the ITA, to the extent required by applicable law and subject to the terms and
conditions of any such ruling.t
14.2.
Merger/Sale of Company. In the event of (i) a sale of all or substantially all of the assets of the Company, or a sale (including
an exchange) of all or substantially all of the shares of the Company, to any person, or a purchase by a shareholder of the Company or
by an Affiliate of such shareholder, of all the shares of the Company held by all or substantially all other shareholders or by other
shareholders who are not Affiliated with such acquiring party; (ii) a merger (including, a reverse merger and a reverse triangular merger),
consolidation, amalgamation or like transaction of the Company with or into another corporation, (iii) a scheme of arrangement for the
purpose of effecting such sale, merger, consolidation, amalgamation or other transaction; (iv) approval by the shareholders of the Company
of a complete liquidation or dissolution of the Company, ((v)) Change in Board Event, or (vi) such other transaction or set of circumstances
that is determined by the Board, in its discretion, to be a transaction subject to the provisions of this Section 14.2 excluding any
of the foregoing transactions in clauses (i) through (v) if the Board determines that such transaction should be excluded from the definition
hereof and the applicability of this Section 14.2 (each of the foregoing transactions, a “Merger/Sale”), then, without
derogating from the general authority and power of the Board or the Committee under this Plan, without the Grantee’s consent and
action and without any prior notice requirement, the Committee may make, in its sole and absolute discretion, any determination as to
the treatment of Awards, as provided herein:
14.2.1
Unless otherwise determined by the Committee, any Award then outstanding shall be assumed or be substituted by the Company, or by the
successor corporation in such Merger/Sale or by any parent or Affiliate thereof, as determined by the Committee in its discretion (the
“Successor Corporation”), under terms as determined by the Committee or the terms of this Plan applied by the Successor
Corporation to such assumed or substituted Awards.
For
the purposes of this Section 14.2.1, the Award shall be considered assumed or substituted 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 shares or other securities, cash or other property, or rights, or any combination thereof) 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 or several types of consideration, the type of consideration as determined by the Committee, which need not be the same
type for all Grantees), or (ii) regardless of the consideration received by the holders of Shares in the Merger/Sale, solely shares or
any type of Awards (or their equivalent) of the Successor Corporation at a value to be determined by the Committee in its discretion,
or a certain type of consideration (whether shares or other securities, cash or other property, or rights, or any combination thereof)
as determined by the Committee. Any of the consideration referred to in the foregoing clauses (i) and (ii) shall be subject to the same
vesting and expiration terms of the Awards applying immediately prior to the Merger/Sale, unless determined by the Committee in its discretion
that the consideration shall be subject to different vesting and expiration terms, or other terms, and the Committee may determine that
it be subject to other or additional terms. The foregoing shall not limit the Committee’s authority to determine, that in lieu
of such assumption or substitution of Awards for Awards of the Successor Corporation, such Award will be substituted for shares or other
securities, cash or other property, or rights, or any combination thereof, including as set forth in Section 14.2.2 hereof.
14.2.2
Regardless of whether or not Awards are assumed or substituted, the Committee may (but shall not be obligated to):
14.2.2.1.
provide for the Grantee to have the right to exercise the Award in respect of Shares covered by the Award which would otherwise be exercisable
or vested, under such terms and conditions as the Committee shall determine, and the cancellation of all unexercised Awards (whether
vested or unvested) upon or immediately prior to the closing of the Merger/Sale, unless the Committee provides 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 covered
by the Award which would not otherwise be exercisable or vested, under such terms and conditions as the Committee shall determine;
14.2.2.2.
provide for the cancellation of each outstanding Award at or immediately prior to the closing of such Merger/Sale, and if and to what
extent payment shall be made to the Grantee of an amount in, shares or other securities of the Company, the acquirer or of a corporation
or other business entity which is a party to the Merger/Sale, in cash or other property, in rights, or in any combination thereof, as
determined by the Committee to be fair in the circumstances, and subject to such terms and conditions as determined by the Committee.
The Committee shall have full authority to select the method for determining the payment (being the intrinsic (“spread”)
value of the option, Black-Scholes model or any other method). Inter alia, and without limitation of the following determination
being made in other circumstances, the Committee’s determination may provide that payment shall be set to zero if the value of
the Shares is determined to be less than the Exercise Price, or in respect of Shares covered by the Award which would not otherwise be
exercisable or vested, or that payment may be made only in excess of the Exercise Price; and/or
14.2.2.3.
provide that the terms of any Award shall be otherwise amended, modified or terminated, as determined by the Committee to be fair in
the circumstances.
14.2.3
The Committee may, determine: (i) that any payments made in respect of Awards shall be made or delayed to the same extent that payment
of consideration to the holders of the Shares in connection with the Merger/Sale is made or delayed as a result of escrows, indemnification,
earn outs, holdbacks or any other contingencies or conditions; (ii) the terms and conditions applying to the payment made or payable
to the Grantees, including participation in escrow, indemnification, releases, earn-outs, holdbacks or any other contingencies; and (iii)
that any terms and conditions applying under the applicable definitive transaction agreements shall apply to the Grantees (including,
appointment and engagement of a shareholders or sellers representative, payment of fees or other costs and expenses associated with such
services, indemnifying such representative, and authorization to such representative within the scope of such representative’s
authority in the applicable definitive transaction agreements).
14.2.4
The Committee may, determine to suspend the Grantee’s rights to exercise any vested portion of an Award for a period of time prior
to the signing or consummation of a Merger/Sale transaction.
14.2.5
Without limiting the generality of this Section 14, if the consideration in exchange for Awards in a Merger/Sale includes any securities
and due receipt thereof by any Grantee (or by the Trustee for the benefit of such Grantee) may require under applicable law (i) the registration
or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (ii) the provision
to any Grantee of any information under the Securities Act or any other securities laws, then the Committee may determine that the Grantee
shall be paid in lieu thereof, against surrender of the Shares or cancellation of any other Awards, an amount in cash or other property,
or rights, or any combination thereof, as determined by the Committee to be fair in the circumstances, and subject to such terms and
conditions as determined by the Committee. Nothing herein shall entitle any Grantee to receive any form of consideration that such Grantee
would be ineligible to receive as a result of such Grantee’s failure to satisfy (in the Committee’s sole determination) any
condition, requirement or limitation that is generally applicable to the Company’s shareholders, or that is otherwise applicable
under the terms of the Merger/Sale, and in such case, the Committee shall determine the type of consideration and the terms applying
to such Grantees.
14.2.6
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 this 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 this Plan, and may be effected without consent of any Grantee and without any liability to the Company or its Affiliates
or to its or their respective officers, directors, employees and representatives and the respective successors and assigns of any of
the foregoing. 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. The Committee may determine an amount or type
of consideration to be received or distributed in a Merger/Sale which may differ as among the Grantees, and as between the Grantees and
any other holders of shares of the Company.
14.2.7
The Committee may determine that upon a Merger/Sale any Shares held by Grantees (or for Grantee’s benefit) are sold in accordance
with instructions issued by the Committee in connection with such Merger/Sale, which shall be final, conclusive and binding on all Grantees.
14.2.8
All of the Committee’s determinations pursuant to this Section 14 shall be at its sole and absolute discretion, and shall be final,
conclusive and binding on all Grantees (including, for clarity, as it relates to Shares issued upon exercise or vesting of any Awards
or that are Awards, unless otherwise determined by the Committee) and without any liability to the Company or its Affiliates, or to their
respective officers, directors, employees, shareholders and representatives, and the respective successors and assigns of any of the
foregoing, in connection with the method of treatment, chosen course of action or determinations made hereunder.
14.2.9
With respect to any Grantees who are subject to United States Federal income tax, if and only to the extent required to comply with Section
409A of the Code, any actions set forth in this Section 14.2 may only be taken to the extent there has been a “change in the ownership
or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company (in each case
as defined in U.S. Treasury Regulation 1.409A-3(i)(5)).
14.2.10
If determined by the Committee, the Grantees shall be subject to the definitive agreement(s) in connection with the Merger/Sale as applying
to holders of Shares including, such terms, conditions, representations, undertakings, liabilities, limitations, releases, indemnities,
appointing and indemnifying shareholders/sellers representative, participating in transaction expenses, shareholders/sellers representative
expense fund and escrow arrangement, in each case as determined by the Committee. Each Grantee shall execute (and authorizes any person
designated by the Company to so execute, as well as (if applicable) the Trustee holding any Shares for the Grantee’s behalf) such
separate agreement(s) or instruments as may be requested by the Company, the Successor Corporation or the acquirer in connection with
such in such Merger/Sale or otherwise under or for the purpose of implementing this Section 14.2, and in the form required by them. The
execution of such separate agreement(s) may be a condition to the receipt of assumed or substituted Awards, payment in lieu of the Award,
the exercise of any Award or otherwise to be entitled to benefit from shares or other securities, cash or other property, or rights,
or any combination thereof, pursuant to this Section 14.2 (and the Company (and, if applicable, the Trustee) may exercise its authorization
above and sign such agreement on behalf of the Grantee or subject the Grantee to the provisions of such agreements).
14.3.
Reservation of Rights. Except as expressly provided in this Section 14 (if any), the Grantee of an Award hereunder shall have
no rights by reason of any transaction or event referred to in this Section 14 (including, Recapitalization of shares of any class, any
increase or decrease in the number of shares of any class, or any dissolution, liquidation, reorganization, business combination, exchange
of shares, spin-off or other corporate divestiture or division, or other similar occurrences, or Merger/Sale). 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 this 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 this Plan by their terms shall not be transferable other than by will or by the laws of descent and distribution,
unless otherwise determined by the Committee or under this Plan, provided that with respect to Shares issued upon exercise of Awards,
Shares issued upon the vesting of Awards or Awards that are Shares, the restrictions on transfer shall be the restrictions referred to
in Section 16 (Conditions upon Issuance of Shares) hereof. Subject to the above provisions, the terms of such Award, this Plan and any
applicable Award Agreement shall be binding upon the beneficiaries, executors, administrators, heirs and successors of such Grantee.
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 direct or indirect 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, who shall be permitted to exercise such Grantee’s Award or to whom any
benefit under this Plan is to be paid, in each case, in the event of the Grantee’s death before he or she fully exercises his or
her Award or receives any or all of such benefit, 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 trust whose beneficiaries are
the Grantee and/or the Grantee’s immediate family members (all or several of them).
15.2.
Notwithstanding any other provisions of the Plan to the contrary, no Incentive Stock Option may be sold, transferred, pledged, assigned
or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or in accordance with a beneficiary
designation pursuant to Section 15.1. Further, all Incentive Stock Options granted to a Grantee shall be exercisable during his or her
lifetime only by such Grantee.
15.3.
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.
15.4.
If and to the extent a Grantee is entitled to transfer an Award and/or Shares underlying an Award in accordance with the terms of the
Plan and any other applicable agreements, such transfer shall be subject (in addition, to any other conditions or terms applying thereto)
to receipt by the Company from such proposed transferee of a written instrument, on a form reasonably acceptable to the Company, pursuant
to which such proposed transferee agrees to be bound by all provisions of the Plan and any other applicable agreements, including without
limitation, any restrictions on transfer of the Award and/or Shares set forth herein (however, failure to so deliver such instrument
to the Company as set forth above shall not derogate from all such provisions applying on any transferee).
15.5.
The provisions of this Section 15 shall apply to the Grantee and to any purchaser, assignee or transferee of any Shares.
16. |
CONDITIONS
UPON ISSUANCE OF SHARES; GOVERNING PROVISIONS. |
16.1.
Legal Compliance. The grant of Awards and the issuance of Shares upon exercise or settlement of Awards shall be subject to compliance
with all Applicable Law as determined by the Company, including, applicable requirements of federal, state and foreign law with respect
to such securities. The Company shall have no obligations to issue Shares pursuant to the exercise or settlement of an Award and Awards
may not be exercised or settled, if the issuance of Shares upon exercise or settlement would constitute a violation of any Applicable
Law as determined by the Company, including, applicable federal, state or foreign securities laws or other law or regulations or the
requirements of any stock exchange or market system upon which the Shares may then be listed. In addition, no Award may be exercised
unless (i) a registration statement under the Securities Act or equivalent law in another jurisdiction shall at the time of exercise
or settlement of the Award be in effect with respect to the shares issuable upon exercise of the Award, or (ii) in the opinion of legal
counsel to the Company, the shares issuable upon exercise of the Award may be issued in accordance with the terms of an applicable exemption
from the registration requirements of the Securities Act or equivalent law in another jurisdiction. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, if any, deemed by the Company 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. As a condition to the exercise of an Award, the Company may
require the person exercising such Award to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with
any Applicable Law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company,
including 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, all in form and content specified by the Company.
16.2.
Provisions Governing Shares. Shares issued pursuant to an Award shall be subject to this Plan and shall be subject to the Articles
of Association of the Company, and any other governing documents of the Company and all policies, manuals and internal regulations of
the Company, as in effect from time to time.
16.3.
Share Purchase Transactions; Forced Sale. In the event that the Board approves a Merger/Sale effected by way of a forced or compulsory
sale (whether pursuant to the Company’s Articles of Association or pursuant to Section 341 of the Companies Law or any Shareholders
Agreement or otherwise) or in the event of a transaction for the sale of all shares of the Company, then, without derogating from such
provisions and in addition thereto, the Grantee shall be obligated, and shall be deemed to have agreed to the offer to effect the Merger/Sale
(and the Shares held by or for the benefit of the Grantee shall be included in the shares of the Company approving the terms of such
Merger/Sale for the purpose of satisfying the required majority), and shall sell all of the Shares held by or for the benefit of the
Grantee on the terms and conditions applying to the holders of Shares, in accordance with the instructions then issued by the Board,
whose determination shall be final. No Grantee shall contest, bring any claims or demands, or exercise any appraisal or dissenters’
rights related to any of the foregoing. Each Grantee shall execute (and authorizes any person designated by the Company to so execute,
as well as (if applicable) the Trustee holding any Shares for the Grantee’s behalf) such documents and agreements, as may be requested
by the Company relating to matters set forth in or otherwise for the purpose of implementing this Section 16.3. The execution of such
separate agreement(s) may be a condition by the Company to the exercise of any Award and the Company (and, if applicable, the Trustee)
may exercise its authorization above and sign such agreement on behalf of the Grantee or subject the Grantee to the provisions of such
agreements.
16.4.
Data Privacy; Data Transfer. Personal information related to Grantees and Awards hereunder, as shall be received from Grantee
or others, and/or held by, the Company or its Affiliates from time to time, and which information may include sensitive and personal
information related to Grantees (“Information”), will be used by the Company or its Affiliates (or third parties appointed
by any of them, including the Trustee) to comply with any applicable legal requirement, or for administration of the Plan as they deems
necessary or advisable, or for the respective business purposes of the Company or its Affiliates (including in connection with transactions
related to any of them), including, without limitation: (i) administering and maintaining Grantee records; (ii) providing the services
described in the Plan; (iii) providing information to future purchasers or merger partners of the Company or any Affiliate, or the Business
in which such Grantee works or (iv) responding to public authorities, court orders and legal investigations, as applicable. Examples
of such personal data may include, without limitation, the Grantee’s name, account information, social security number, tax number
and contact information.
The
Company and its Affiliates shall be entitled to transfer the Information among the Company or its Affiliates, and to third parties for
the purposes set forth above, which may include persons located abroad (including, any person administering the Plan or providing services
in respect of the Plan or in order to comply with legal requirements, or the Trustee, their respective officers, directors, employees
and representatives, and the respective successors and assigns of any of the foregoing), and any person so receiving Information shall
be entitled to transfer it for the purposes set forth above. The Company shall use commercially reasonable efforts to ensure that the
transfer of such Information shall be limited to the reasonable and necessary scope. Any transfer of the Grantee’s personal data
to recipients in a third country will be made subject to appropriate safeguards or applicable derogations provided for under Applicable
Law. By receiving an Award hereunder, Grantee acknowledges and agrees that the Information is provided at Grantee’s free will and
Grantee consents to the storage and transfer of the Information as set forth above.
The
Company will keep personal data collected in connection with the Plan for as long as necessary to operate the Plan or as necessary to
comply with any legal or regulatory requirements.
A
Grantee has a right to (i) request access to and rectification or erasure of the personal data provided, (ii) request the restriction
of the processing of his or her personal data, (iii) object to the processing of his or her personal data, (iv) receive the personal
data provided to the Company and transmit such data to another party, and (v) to lodge a complaint with a supervisory authority.
16.5.
Prohibition on Executive Officer Loans. Notwithstanding any other provision of the Plan to the contrary, no Grantee who is a member
of the Board or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted
to make payment with respect to any Awards granted under the Plan, or continue any extension of credit with respect to such payment,
with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.
16.6.
Clawback Provisions. All Awards (including the gross amount of any proceeds, gains or other economic benefit the Grantee actually
or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be
subject to recoupment by the Company to the extent required to comply with Applicable Law or any policy of the Company (subject to Applicable
Law) providing for the reimbursement of incentive compensation, whether or not such policy was in place at the time of grant of an Award.
17. |
AGREEMENT
REGARDING TAXES; DISCLAIMER. |
17.1.
If the Company shall so require, as a condition of exercise or (if applicable) vesting of an Award, the release of Shares by the Trustee
or the vesting or settlement of an Award, a Grantee shall agree that, no later than the date of such occurrence, the Grantee will pay
to the Company (or the Trustee, as applicable) or make arrangements satisfactory to the Company and the Trustee (if applicable) regarding
payment of any applicable taxes and compulsory payments of any kind required by Applicable Law to be withheld or paid.
17.2.
TAX LIABILITY. ALL TAX CONSEQUENCES UNDER ANY APPLICABLE LAW WHICH MAY ARISE FROM THE GRANT OF ANY AWARDS OR THE EXERCISE OR (IF
APPLICABLE) VESTING THEREOF, THE SALE OR DISPOSITION OF ANY SHARES GRANTED HEREUNDER OR ISSUED UPON EXERCISE OR (IF APPLICABLE) THE VESTING
OF ANY AWARD, THE ASSUMPTION, SUBSTITUTION, CANCELLATION OR PAYMENT IN LIEU OF AWARDS OR FROM ANY OTHER ACTION IN CONNECTION WITH THE
FOREGOING (INCLUDING WITHOUT LIMITATION ANY TAXES AND COMPULSORY PAYMENTS, SUCH AS SOCIAL SECURITY OR HEALTH TAX PAYABLE BY THE GRANTEE
OR THE COMPANY IN CONNECTION THEREWITH) 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 PAYMENT
OR ANY 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.
17.3.
NO TAX ADVICE. THE GRANTEE IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING, EXERCISING
OR DISPOSING OF 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.
17.4.
TAX TREATMENT. THE COMPANY AND ITS AFFILIATES (INCLUDING THE EMPLOYER) DO NOT UNDERTAKE OR ASSUME ANY LIABILITY OR RESPONSIBILITY
TO THE EFFECT THAT ANY AWARD SHALL QUALIFY WITH ANY PARTICULAR TAX REGIME OR RULES APPLYING TO PARTICULAR TAX TREATMENT, OR BENEFIT FROM
ANY PARTICULAR TAX TREATMENT OR TAX ADVANTAGE OF ANY TYPE AND THE COMPANY AND ITS AFFILIATES (INCLUDING THE EMPLOYER) SHALL BEAR NO LIABILITY
IN CONNECTION WITH THE MANNER IN WHICH ANY AWARD IS TREATED FOR TAX PURPOSES, REGARDLESS OF WHETHER THE AWARD WAS GRANTED OR WAS INTENDED
TO QUALIFY UNDER ANY PARTICULAR TAX REGIME OR TREATMENT. THIS PROVISION SHALL SUPERSEDE ANY TYPE OF AWARDS OR TAX QUALIFICATION INDICATED
IN ANY CORPORATE RESOLUTION OR AWARD AGREEMENT, WHICH SHALL AT ALL TIMES BE SUBJECT TO THE REQUIREMENTS OF APPLICABLE LAW. THE COMPANY
AND ITS AFFILIATES (INCLUDING THE EMPLOYER) DO NOT UNDERTAKE AND SHALL NOT BE REQUIRED TO TAKE ANY ACTION IN ORDER TO QUALIFY ANY AWARD
WITH THE REQUIREMENT OF ANY PARTICULAR TAX TREATMENT AND NO INDICATION IN ANY DOCUMENT TO THE EFFECT THAT ANY AWARD IS INTENDED TO QUALIFY
FOR ANY TAX TREATMENT SHALL IMPLY SUCH AN UNDERTAKING. THE COMPANY AND ITS AFFILIATES (INCLUDING THE EMPLOYER) DO NOT UNDERTAKE TO REPORT
FOR TAX PURPOSES ANY AWARD IN ANY PARTICULAR MANNER, INCLUDING IN ANY MANNER CONSISTENT WITH ANY PARTICULAR TAX TREATMENT. NO ASSURANCE
IS MADE BY THE COMPANY OR ANY OF ITS AFFILIATES (INCLUDING THE EMPLOYER) THAT ANY PARTICULAR TAX TREATMENT ON THE DATE OF GRANT WILL
CONTINUE TO EXIST OR THAT THE AWARD WOULD QUALIFY AT THE TIME OF EXERCISE, VESTING OR DISPOSITION THEREOF WITH ANY PARTICULAR TAX TREATMENT.
THE COMPANY AND ITS AFFILIATES (INCLUDING THE EMPLOYER) SHALL NOT HAVE ANY LIABILITY OR OBLIGATION OF ANY NATURE IN THE EVENT THAT AN
AWARD DOES NOT QUALIFY FOR ANY PARTICULAR TAX TREATMENT, REGARDLESS WHETHER THE COMPANY COULD HAVE OR SHOULD HAVE TAKEN ANY ACTION TO
CAUSE SUCH QUALIFICATION TO BE MET AND SUCH QUALIFICATION REMAINS AT ALL TIMES AND UNDER ALL CIRCUMSTANCES AT THE RISK OF THE GRANTEE.
THE COMPANY DOES NOT UNDERTAKE OR ASSUME ANY LIABILITY TO CONTEST A DETERMINATION OR INTERPRETATION (WHETHER WRITTEN OR UNWRITTEN) OF
ANY TAX AUTHORITIES, INCLUDING IN RESPECT OF THE QUALIFICATION UNDER ANY PARTICULAR TAX REGIME OR RULES APPLYING TO PARTICULAR TAX TREATMENT.
IF THE AWARDS DO NOT QUALIFY UNDER ANY PARTICULAR TAX TREATMENT IT COULD RESULT IN ADVERSE TAX CONSEQUENCES TO THE GRANTEE.
17.5.
The Company or any Subsidiary or other Affiliate thereof (including the Employer) 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 and compulsory payments which the
Trustee, the Company or any Subsidiary or other Affiliate thereof (including the Employer) (or any applicable agent thereof) is
required by any Applicable Law to withhold in connection with any Awards, including, without limitations, any income tax, social
benefits, social insurance, health tax, pension, payroll tax, fringe benefits, excise tax, payment on account or other tax-related
items related to the Grantee’s participation in the Plan and applicable by law to the Grantee (collectively,
“Withholding Obligations”). Such actions may include (i) requiring a Grantees to remit to the Company or the
Employer in cash an amount sufficient to satisfy such Withholding Obligations and any other taxes and compulsory payments, payable
by the Company or the Employer in connection with the Award or the exercise or (if applicable) the vesting thereof; (ii) subject to
Applicable Law, allowing the Grantees to surrender 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 Company to be sufficient to satisfy such Withholding Obligations; (iv)
allowing Grantees to satisfy all or part of the Withholding Obligations 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; or (v) any combination of the foregoing. The Company shall not be obligated to allow the
exercise or vesting of any Award by or on behalf of a Grantee until all tax consequences arising therefrom are resolved in a manner
acceptable to the Company.
17.6.
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 authority 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.
17.7.
With respect to 102 Non-Trustee Options, if the Grantee ceases to be employed by the Company, Parent, Subsidiary or any Affiliate (including
the Employer), the Grantee shall extend to the Company and/or the Employer 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.
17.8.
If a Grantee makes an election under Section 83(b) of the Code to be taxed with respect to an Award as of the date of transfer of Shares
rather than as of the date or dates upon which the Grantee would otherwise be taxable under Section 83(a) of the Code, such Grantee shall
deliver a copy of such election to the Company upon or prior to the filing such election with the U.S. Internal Revenue Service. Neither
the Company nor any Affiliate (including the Employer) shall have any liability or responsibility relating to or arising out of the filing
or not filing of any such election or any defects in its construction.
18. |
RIGHTS
AS A SHAREHOLDER; VOTING AND DIVIDENDS. |
18.1.
Subject to Section 11.4, 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 or (as applicable) vests in the Award, paid any Exercise Price therefor and becomes the record
holder of the subject Shares. In the case of 102 Awards, 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 not be deemed to be a shareholder and 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 (provided, however, that the Grantee shall be entitled to receive from the Trustee any cash
dividend or distribution made on account of the Shares held by the Trustee for such Grantee’s benefit, subject to any tax withholding
and compulsory payment). No adjustment shall be made for dividends (ordinary or extraordinary, whether in shares or other securities,
cash or other property, or rights, or any combination thereof) 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.
18.2.
With respect to all Awards issued in the form of Shares hereunder or upon the exercise or (if applicable) the vesting of Awards hereunder,
any and all voting rights attached to such Shares shall be subject to Section 19, 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.
18.3.
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.
19. |
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 and such representations and warranties are hereby
disclaimed. The Company shall not be required to provide to any Grantee any information, documents or material in connection with the
Grantee’s considering an exercise of an Award. To the extent that any information, documents or materials are provided, the Company
shall have no liability with respect thereto. Any decision by a Grantee to exercise an Award shall solely be at the risk of the Grantee.
Nothing
in this Plan, any Award Agreement 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 the service of the Company or any Subsidiary or other Affiliate thereof as a Service Provider
or to be entitled to any remuneration or benefits not set forth in this Plan or such agreement, or to interfere with or limit in any
way the right of the Company or any such Subsidiary or other Affiliate thereof to terminate such Grantee’s employment or service
(including, any right of the Company or any of its Affiliates to immediately cease the Grantee’s employment or service or to shorten
all or part of the notice period, regardless of whether notice of termination was given by the Company or its Affiliates or by the Grantee).
Awards granted under this Plan shall not be affected by any change in duties or position of a Grantee, subject to Sections 6.6 through
6.8. No Grantee shall be entitled to claim and the Grantee hereby waives any claim against the Company or any Subsidiary or other Affiliate
thereof that he or she was prevented from continuing to vest Awards as of the date of termination of his or her employment with, or services
to, the Company or any Subsidiary or other Affiliate thereof. No Grantee shall be entitled to any compensation in respect of the Awards
which would have vested had such Grantee’s employment or engagement with the Company (or any Subsidiary or other Affiliate thereof)
not been terminated.
21. |
PERIOD
DURING WHICH AWARDS MAY BE GRANTED. |
Awards
may be granted pursuant to this Plan from time to time within a period of ten (10) years from the Effective Date, which period may be
extended from time to time by the Board. From and after such date (as extended) no grants of Awards may be made and this Plan shall continue
to be in full force and effect with respect to Awards or Shares issued thereunder that remain outstanding.
22. |
AMENDMENT
OF THIS PLAN AND AWARDS. |
22.1.
The Board at any time and from time to time may suspend, terminate, modify or amend this Plan, whether retroactively or prospectively.
Any amendment effected in accordance with this Section shall be binding upon all Grantees and all Awards, whether granted prior to or
after the date of such amendment, and without the need to obtain the consent of any Grantee. No termination or amendment of this Plan
shall adversely affect any then outstanding Award unless expressly provided by the Board.
22.2.
Subject to changes in Applicable Law that would permit otherwise, without the approval of the Company’s shareholders, there shall
be (i) no increase in the maximum aggregate number of Shares that may be issued under this Plan as Incentive Stock Options (except by
operation of the provisions of Section 14.1), (ii) no change in the class of persons eligible to receive Incentive Stock Options, and
(iii) no other amendment of this Plan that would require approval of the Company’s shareholders under any Applicable Law or the
rules of the applicable stock market or exchange, if any, on which the Shares are principally quoted or traded. Unless not permitted
by Applicable Law, if the grant of an Award is subject to approval by shareholders, the date of grant of the Award shall be determined
as if the Award had not been subject to such approval. Unless not permitted by Applicable Law, failure to obtain approval by the shareholders
shall not in any way derogate from the valid and binding effect of any grant of an Award that is not an Incentive Stock Option.
22.3.
The Board or the Committee at any time and from time to time may modify or amend any Award theretofore granted, including any Award Agreement,
whether retroactively or prospectively.
23.1.
This Plan shall take effect upon its adoption by the Board (the “Effective Date”).
23.2.
Solely with respect to grants of Incentive Stock Options, this Plan shall also be subject to shareholders’ approval, within one
year of the Effective Date, by a majority of the votes cast on the proposal at a meeting or a written consent of shareholders (however,
if the grant of an Award is subject to approval by shareholders, the date of grant of the Award shall be determined as if the Award had
not been subject to such approval). Failure to obtain such approval by the shareholders within such period shall not in any way derogate
from the valid and binding effect of any grant of an Award, except that any Options previously granted under this Plan may not qualify
as Incentive Stock Options but, rather, shall constitute Nonqualified Stock Options. Upon approval of this Plan by the shareholders of
the Company as set forth above, all Incentive Stock Options granted under this Plan on or after the Effective Date shall be fully effective
as if the shareholders of the Company had approved this Plan on the Effective Date.
23.3.
102 Awards are conditional upon the filing with or approval by the ITA, if required, as set forth in Section 9.4. Failure to so file
or obtain such approval shall not in any way derogate from the valid and binding effect of any grant of an Award, which is not a 102
Award.
24. |
RULES
PARTICULAR TO SPECIFIC COUNTRIES; SECTION 409A. |
24.1.
Notwithstanding anything herein to the contrary, the terms and conditions of this Plan may be supplemented or amended with respect to
a particular country or tax regime by means of an appendix to this Plan, and to the extent that the terms and conditions set forth in
any appendix conflict with any provisions of this Plan, the provisions of such appendix shall govern. Terms and conditions set forth
in such appendix shall apply only to Awards granted to Grantees under the jurisdiction of the specific country or such other tax regime
that is the subject of such appendix and shall not apply to Awards issued to a Grantee not under the jurisdiction of such country or
such other tax regime. The adoption of any such appendix shall be subject to the approval of the Board or the Committee, and if determined
by the Committee to be 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.
24.2.
This Section 24.2 shall only apply to Awards granted to Grantees who are subject to United States Federal income tax. With respect to
Awards subject to Section 409A of the Code, the Plan is intended to comply with the requirements of Section 409A of the Code, and the
provisions of the Plan and any Award Agreement shall be interpreted in a manner that satisfies the requirements of Section 409A of the
Code, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise
frustrate or conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this
conflict. Notwithstanding anything in the Plan to the contrary, if the Board considers a Grantee to be a “specified employee”
under Section 409A of the Code at the time of such Grantee’s “separation from service” (as defined in Section 409A
of the Code), and any amount hereunder is “deferred compensation” subject to Section 409A of the Code, any distribution of
such amount that otherwise would be made to such Grantee with respect to an Award as a result of such “separation from service”
shall not be made until the date that is six months after such “separation from service,” except to the extent that earlier
distribution would not result in such Grantee incurring interest or additional tax under Section 409A of the Code. If an Award includes
a “series of installment payments” (within the meaning of Section 1.409A- 2(b)(2)(iii) of the U.S. Treasury Regulations),
a Grantee’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as
a right to a single payment, and if an Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of
the U.S. Treasury Regulations), a Grantee’s right to such dividend equivalents shall be treated separately from the right to other
amounts under the Award. Notwithstanding the foregoing, the tax treatment of the benefits provided under the Plan or any Award Agreement
is not warranted or guaranteed, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest
or other expenses that may be incurred by a Grantee on account of non- compliance with Section 409A of the Code.
25. |
GOVERNING
LAW; JURISDICTION. |
This
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 of 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 competent courts located in Tel-Aviv-Jaffa, Israel shall have exclusive jurisdiction
over any dispute arising out of or in connection with this Plan and any Award granted hereunder. By signing any Award Agreement or any
other agreement relating to an Award, each Grantee irrevocably submits to such exclusive jurisdiction.
26. |
NON-EXCLUSIVITY
OF THIS PLAN. |
The
adoption of this Plan shall not be construed as creating any limitations on the power or authority of the Company to adopt such other
or additional incentive or other compensation arrangements of whatever nature as the Company 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 Affiliate 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.
27.1.
Survival. The Grantee shall be bound by and the Shares issued upon exercise or (if applicable) the vesting of any Awards granted
hereunder shall remain subject to this Plan after the exercise or (if applicable) the vesting of Awards, in accordance with the terms
of this Plan, whether or not the Grantee is then or at any time thereafter employed or engaged by the Company or any of its Affiliates.
27.2.
Additional Terms. Each Award awarded under this Plan may contain such other terms and conditions not inconsistent with this Plan
as may be determined by the Committee, in its sole discretion.
27.3.
Fractional Shares. No fractional Share shall be issuable upon exercise or vesting of any Award. Unless a different rounding rule
is applied by the Company, the number of Shares to be issued shall be rounded down to the nearest whole Share, with in any Share remaining
at the last vesting date due to such rounding to be issued upon exercise at such last vesting date.
27.4.
Severability. If any provision of this Plan, any Award 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 this Plan, any Award 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.
27.5.
Captions and Titles. The use of captions and titles in this Plan or any Award 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 or interpretation of any provision
of this Plan or such agreement.
* * *
Exhibit
107
Calculation
of Filing Fee Tables
Form
S-8
(Form
Type)
Foresight
Autonomous Holdings Ltd.
(Exact
Name of Registrant as Specified in its Charter)
Table
1: Newly Registered Securities
| |
Security Type | |
Security Class Title | |
Fee Calculation | |
Amount Registered(1)(2) | | |
Proposed Maximum Offering Price Per Share(4) | | |
Proposed Maximum Aggregate Offering Price | | |
Fee Rate | | |
Amount of Registration Fee | |
Newly Registered Securities | |
Fees to Be Paid | |
Equity | |
Ordinary shares, no par value (3) | |
Rule 457(c) and 457(h) | |
| 66,000,000 | | |
$ | 0.033 | | |
$ | 2,178,000 | | |
$ | 0.0001476 | | |
$ | 321.48 | |
| |
Total Offering Amounts | |
| | | |
| | | |
$ | 2,178,000 | | |
| | | |
$ | 321.48 | |
| |
Total Fees Previously Paid | |
| | | |
| | | |
| | | |
| | | |
$ | 0 | |
| |
Total Fee Offsets | |
| | | |
| | | |
| | | |
| | | |
$ | 0 | |
| |
Net Fee Due | |
| | | |
| | | |
| | | |
| | | |
$ | 321.48 | |
(1) |
Pursuant to Rule 416(a)
under the Securities Act of 1933, as amended, or the Securities Act, this Registration Statement also covers an indeterminate number
of additional securities which may be offered and issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations
or similar transactions. |
|
|
(2) |
Represents Ordinary Shares
reserved for issuance upon the exercise of options that may be granted under the plan to which this Registration Statement relates. |
|
|
(3) |
American Depository Shares,
or ADSs, evidenced by American Depository Receipts, or ADRs, issuable upon deposit of Ordinary Shares, no par value, of Foresight
Autonomous Holdings Ltd., are registered on a separate Registration Statement on Form F-6 (File No. 333-217881). Each ADS represents
thirty (30) Ordinary Shares. |
|
|
(4) |
Estimated in accordance
with paragraphs (c) and (h) of Rule 457 under the Securities Act solely for the purpose of calculating the registration fee based
upon the average of the high and low sales price of an ADS as reported on the Nasdaq Capital Market on July 10, 2024. |
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