F-4/A











Exhibit 4.8  



NEGEVTECH LTD. 


EQUITY REMUNERATION PLAN FOR EMPLOYEES, DIRECTORS AND

CONSULTANTS OF NEGEVTECH LTD. AND ITS SUBSIDIARIES (2008) 




Table of Contents  



	1. 	Preamble 






	2. 	Administration 






	3. 	Shares
Subject to the 2008 Plan 






	4. 	Eligibility;
Written Agreement 






	5. 	Grant
of the Awards and Issuance of the Ordinary Shares to the Trustee 






	6. 	Terms
of Grant of Restricted Shares, Restricted Share Units and Payment 






	7. 	Purchase
Price 






	8. 	Exercise
of Options 






	9. 	Term
of Options 






	10. 	Vesting
of Awards; Issuance of Ordinary Shares Represented by Restricted Share           Units;
Forfeiture 






	11. 	Nontransferability
of Options, Restricted Shares and Restricted Share           Units; Disqualifying
Dispositions 






	12. 	Termination
of Employment or Services 






	13. 	Cancellation
of Options 






	14. 	Rights
as Shareholders 






	15. 	Dividends
and Voting Rights; Dividend Equivalents 






	16. 	Rights
and/or Benefits Arising out of the Employee/Employer or other           Relationship and
the Absence of an Obligation to Employ or Retain 






	17. 	Adjustments
upon Changes in Capitalization; Significant Event 






	18. 	Term,
Termination and Amendment 






	19. 	Effectiveness
of the 2008 Plan 






	20. 	Taxation 






	21. 	Governing
Law 








	22. 	Miscellaneous 






1









	1. 	Preamble






	(a) 	This
Equity Remuneration Plan for Employees, Directors and Consultants of           Negevtech
Ltd. and its Subsidiaries (2008) is referred to herein as the           “2008 Plan”.
Negevtech Ltd. is an Israeli company and is           referred to herein as the “Company”.
The 2008 Plan provides for           the granting of stock options to purchase Ordinary
Shares (as defined below)           (“Options”) the granting of awards
of shares subject to certain           restrictions, as provided below (“Restricted
Shares”) and the granting of awards representing a right to receive
Ordinary Shares           in the future, as provided below (“Restricted Share
Units”) to           employees, officers, directors and/or consultants of: (i)
the Company; and/or           (ii) the Company’s subsidiary entities and their
respective subsidiary           entities, whether in Israel or outside Israel (each a “Subsidiary”). 






	(b) 	The
Company also maintains the Negevtech Ltd. Share Ownership and Option Plan
          (2001, as amended 2003 & 2004 & 2005 & 2006 & 2007) (the
          “2001 Plan”) and the Negevtech Ltd. Employee Share Option Plan
          (2002, as amended 2003 & 2004 & 2005 & 2006 & 2007) (the
          “2002 Plan”). The Company hereby transfers and reallocates to
          the 2008 Plan all Ordinary Shares that were available for purposes of the 2001
          Plan and the 2002 Plan and that were not subject to outstanding Options
          immediately prior to the Effective Time (as defined pursuant to Section 19
          hereunder) of the 2008 Plan as well as any Ordinary Shares which may thereafter
          become available for purposes of the 2001 Plan or the 2002 Plan as a result of
          the expiration, termination, forfeiture or cancellation of any Options that
were           outstanding under such plans immediately prior to the Effective Time (the
          “Available 2001 Plan Shares” and the “Available 2002
          Plan Shares”) so that they will be available for purposes of the 2008
          Plan and be deemed part of the Ordinary Shares subject to the 2008 Plan with
          respect to which Awards (as defined herein) may be granted under the 2008 Plan.
          As of the Effective Date of the 2008 Plan, no further Awards will be made under
          the 2001 Plan or the 2002 Plan. 






	(c) 	The
general purpose and intent of the 2008 Plan is to provide incentives to
          employees, officers, directors and/or consultants of the Company and
          Subsidiaries by providing them with the opportunity to purchase or receive
          shares of the Company. 






	(d) 	The
2008 Plan is intended to enable the Company to grant Options and issue           shares
under various and different tax regimes including, without limitation:           (i)
pursuant and subject to Section 102 of the Israeli Income Tax Ordinance (New
          Version) 1961 (the “Tax Ordinance”) or any provision which may
          amend or replace it and any regulations, rules, orders or procedures
promulgated           thereunder (collectively “Section 102”) and to
designate them           as either grants made through a trustee or not through a
trustee; (ii) pursuant           and subject to Section 3(i) of the Tax Ordinance; (iii)
as “incentive stock           options” (“Incentive Stock Options”)
within the meaning of           Section 422(b) of the U.S. Internal Revenue Code of 1986,
as amended from time           to time (the “Code”); (iv) as Options to
U.S. taxpayers which           would not qualify as Incentive Stock Options (“Nonqualified
Stock           Options”); (v) to grantees in jurisdictions other than Israel
and the           United States; (vi) as Restricted Shares, and (vii) as Restricted Share
Units           (collectively, “Awards”). 






2







	 	
The
Company does not warrant that the 2008 Plan will be recognized by the income tax
authorities in any jurisdiction or that future changes will not be made to the provisions
of applicable laws or rules or regulations which are promulgated from time to time
thereunder, or that any exemption or benefit currently available, whether pursuant to
Section 102 or otherwise, will not be abolished.  






	 	
Should
any provision of Section 102 which applies to employees be amended, such amendment shall
be deemed to be included in the 2008 Plan with respect to Awards issued in the context of
Section 102. Where a conflict arises between any provision of the 2008 Plan or any
Agreement (as defined below) hereunder or their application and the provisions of any
relevant tax law, rule or regulation, whether relied upon for tax relief or otherwise,
the Board of Directors of the Company (the “Board”), in its sole
discretion, shall determine any necessary changes to be made to the 2008 Plan and its
determination regarding this matter shall be final and binding.  






	2. 	Administration






	(a) 	Subject
to the provisions of any applicable law, the 2008 Plan shall be           administered by
the Board and/or by any committee of the Board so designated by           the Board. Any
reference herein to the Board shall also mean any such committee           and, unless
the powers of the committee have been specifically limited by the           Board, in the
2008 Plan or by any applicable law, such committee shall have all           powers of the
Board granted herein. 






	(b) 	Without
derogating from the generality of the foregoing, the Board shall have           the
authority to designate grants made pursuant to Section 102 as either grants
          made through a trustee or not through a trustee and to determine (and from time
          to time, change, subject to Section 102) the tax route applicable to Awards
          granted through a trustee pursuant to Section 102 (e.g., the capital gains
route           or the employment income route) and to make any other elections with
respect to           the Plan pursuant to applicable law. Subject to Sections 7 and 18,
the Board           shall have plenary authority to determine the terms and conditions of
all Awards           (which need not be identical) within the terms of the 2008 Plan,
including,           without limitation, the purchase price of the shares covered by any
Option, the           individuals to whom, and the time or times at which, Awards shall
be granted,           the types of Awards to be granted, the number of shares to be
subject to each           Award, the purchase price (if any) of Restricted Shares and of
Ordinary Shares           issuable pursuant to Restricted Share Units, whether grants
shall be made           through a trustee or not through a trustee, whether an Award
shall be granted           pursuant to Section 102 or otherwise, whether an Option shall
be an Incentive           Stock Option or a Nonqualified Stock Option, when an Option
shall vest and can           be exercised (and whether in whole or in installments),
whether, to what extent           and under what circumstances Restricted Shares and
Restricted Share Units should           be subject to transfer restrictions, forfeiture
provisions and/or other terms           and conditions, and when any Restricted Shares
and Restricted Share Units shall           vest and any transfer restrictions, forfeiture
provisions and/or other terms and           conditions with respect thereto should lapse
and/or expire. 






3







	(c) 	Subject
to Section 18, the Board shall have plenary authority to construe and           interpret
the 2008 Plan, to prescribe, amend and rescind the rules and           regulations
relating to it and to make all other determinations deemed necessary           or
advisable for the administration of the 2008 Plan. All determinations of the
          Board pursuant to the provisions of the 2008 Plan and all related orders and
          resolutions of the Board shall be final, conclusive and binding on all persons,
          including the Company, its shareholders, grantees and their estates and
          beneficiaries. 






	(d) 	No
director or officer of the Company shall be personally liable or obligated to
          any grantee or other person as a result of any decision or omission made and/or
          action taken with respect to the 2008 Plan or its execution. 






	(e) 	Subject
to Section 18, the Board shall have plenary authority to amend the terms           of any
outstanding Options, Restricted Shares or Restricted Shares granted to any grantee
under the 2008 Plan, provided that any           amendment that would adversely affect
such grantee’s rights under such           outstanding Option, Restricted Share or
Restricted Share Unit shall not be made           without the grantee’s consent,
provided, however, that an amendment or           modification that may cause an
Incentive Stock Option to become a Nonqualified           Stock Option shall not be
treated as adversely affecting the rights of the           grantee. 






     	3.	
          Shares Subject to the 2008 Plan 


          



     	(a)	
          Subject Shares. The shares subject to the 2008 Plan shall be Ordinary
          Shares of the Company of NIS 1.00 nominal (par) value each (“Ordinary
          Shares”). Such Ordinary Shares may be in whole or in part, as the Board
          shall from time to time determine and subject to applicable law, authorized and
          unissued Ordinary Shares or issued and fully paid Ordinary Shares which have
          resulted from Restricted Shares which have been forfeited and returned to the
          Company or Ordinary Shares which shall have otherwise been purchased by the
          Company, by the Trustee (as hereinafter defined) or by any custodian hereunder
          with funds provided by the Company. 


          



4








     	(b)	
          Number of Shares; “Evergreen” Provision. The aggregate number
          of Ordinary Shares that may be issued and delivered pursuant to Awards granted
          under the 2008 Plan as of the Effective Time (the “Maximum 2008 Plan
          Shares”) is _____, (i.e., the sum of (i) _____, the
          number of Ordinary Shares reallocated from the 2001 Plan that were not subject
          to outstanding Options immediately prior to the Effective Time; (ii)
          ______, the number of Ordinary Shares reallocated from the 2002 Plan that
          were not subject to outstanding Options immediately prior to the Effective Time;
          (iii) _____ the number of Ordinary Shares subject to outstanding Options
          under the 2001 Plan prior to the Effective Time; (iv) ______, the number
          of Ordinary Shares subject to outstanding Options under the 2002 Plan
          immediately prior to the Effective Time; and (v) ______). The Maximum
          2008 Plan Shares shall be increased annually, automatically, without the need of
          any approval by the Board and/or by the shareholders of the Company, on the
          first day of each calendar year during the term of the 2008 Plan, beginning on
          January 1, 2009, by an amount of Ordinary Shares equal to 3% of the
          Company’s issued and outstanding share capital (including outstanding but
          unexercised options) as of such date or by any lesser number of Ordinary Shares
          determined by the Board. The number of Maximum 2008 Plan Shares shall be
          adjusted in accordance with the terms set forth herein in connection with events
          described in Section 17. No Award may be issued under the 2008 Plan unless, at
          the time of the grant of such Award, such Award would not cause the Maximum 2008
          Plan Shares limitation at such time to be exceeded. 


          



	 	
Any
increase in the Maximum 2008 Plan Shares, other than as provided in this Section 3(b),
shall be subject to the provisions of Section 18. 






     	(c)	
          Expired, Terminated, Forfeited or Cancelled Awards. If: (i) any Option
          granted under the 2001 Plan or the 2002 Plan prior to the Effective Time, or any
          Option granted under the 2008 Plan, shall expire, terminate or be forfeited or
          cancelled for any reason without having been exercised in full, the shares under
          such Option which were not theretofore exercised shall again be available for
          the purposes of the 2008 Plan; and (ii) any Restricted Share Award or Restricted
          Share Unit Award granted under the 2008 Plan shall expire, terminate, be
          forfeited or cancelled prior to vesting in full and lapse of the forfeiture
          provisions with respect thereto, the shares under or represented by such
          Restricted Share Award or Restricted Share Unit that did not theretofore
          vest and with respect to which the forfeiture restrictions thereon did not
          theretofore lapse shall again be available for the purposes of the 2008 Plan. 


          



     	(d)	
          Restricted Share and Restricted Share Unit Award Limitation. An
          Award of Restricted Shares or Restricted Share Units shall not be granted under
          the 2008 Plan to the extent the number of Ordinary Shares covered by such Award,
          when added to the aggregate number of Restricted Shares and Restricted Share
          Units issued under the 2008 Plan (including any Restricted Shares or Restricted
          Share Units issued under the 2008 Plan that (A) have vested and on which
          forfeiture provisions have lapsed or (B) that have not yet vested and remain
          subject to forfeiture provisions, but excluding any Restricted Shares or
          Restricted Share Units that were forfeited prior to their vesting and lapsing of
          forfeiture provisions thereon), would exceed 25% (twenty-five percent) of the
          Maximum 2008 Plan Shares at such time (the “Restricted Share and
          Restricted Share Unit Limitation”). In calculating the numbers
          described in the preceding sentence, adjustments shall be made in accordance
          with the terms set forth herein, including adjustments to the Restricted Share
          and Restricted Share Unit Limitation. 


          



5







     	(e)	
          Incentive Stock Option Limitation. The aggregate number of Ordinary
          Shares that may be issued and delivered under the 2008 Plan pursuant to Awards
          in the form of Incentive Stock Options shall be ______________ Ordinary
          Shares (and such number shall not be increased as set forth above in Section
          3(b) but will be subject to adjustment in accordance with the terms set forth
          herein in connection with events described in Section 17). Upon termination,
          cancellation, expiration or forfeiture for any reason of any Incentive Stock
          Option granted under the 2002 Plan or the 2008 Plan without such Incentive Stock
          Option having been exercised in full, the shares under such Incentive Stock
          Option that were not exercised prior to such termination, cancellation,
          expiration or forfeiture shall not be considered as having been issued or
          delivered for purposes of the limitations under the preceding sentence. 


          



	 	
The
aggregate fair market value (determined with respect to each Incentive Stock Option at the
time such Option is granted) of the Ordinary Shares with respect to which Incentive Stock
Options are exercisable for the first time by a grantee during any calendar year (under
all stock option plans of the Subsidiaries or any parent (within the meaning of Section
424(e) of the Code) or subsidiary (within the meaning of Section 424(f) of the Code) of
the Subsidiaries) shall not exceed $100,000 (as such figure may be adjusted under Section
422(d) the Code). If the aggregate fair market value (determined at the time of grant) of
the Ordinary Shares subject to an Incentive Stock Option which first becomes exercisable
in any calendar year exceeds the limitation of this Section 3(e), that portion of the
Incentive Stock Option that does not exceed the applicable dollar limit shall be an
Incentive Stock Option and the remainder shall be a Nonqualified Stock Option; but in all
other respects the original Agreement shall remain in full force and effect. If the
limitation of this Section 3(e) is exceeded, the determination of which Options shall be
Incentive Stock Options and which Options shall be Nonqualified Stock Options shall be
made taking Options into account in the order in which they were granted. 






     	4.	
          Eligibility; Written Agreement 


          



     	(a)	
          Awards hereunder may be made to any employee, officer, director and/or
          consultant of the Company or a Subsidiary, provided however, that: (i) Awards
          under Section 102 may only be made to persons who are, at the time of the Award,
          employees (as such term is defined for purposes of Section 102 and which
          currently includes officers and directors) of the Company or any Israeli
          Subsidiary; and (ii) Incentive Stock Options may only be granted to salaried
          employees (which term shall be deemed to include officers) of the Company or any
          Subsidiary that is a “subsidiary corporation” of the Company (as
          defined in Section 424(f) of the Code). The grant of an Award hereunder shall
          not, in and of itself, either entitle such grantee to participate, nor
          disqualify such grantee from participating, in any other grant of Awards
          pursuant to the 2008 Plan or any other equity remuneration plan of the Company. 


          



6







     	(b)	
          Each grant of an Award shall be evidenced by a written agreement or other
          document evidencing the Award (the “Agreement”). Each Agreement
          with respect to an Award shall, inter alia, designate: (i) whether the Award
          granted thereunder is pursuant to Section 102 and, if so, under which tax route,
          or otherwise; and/or (ii) whether the Award shall be granted through the Trustee
          or not through the Trustee; and (iii) with respect to an Award of Options,
          whether the Option granted thereunder is an Incentive Stock Option or a
          Nonqualified Stock Option. In each case the Agreement shall be in such form, and
          contain such terms and provisions not inconsistent with the provisions of the
          2008 Plan, as the Board from time to time shall approve. The effective date of
          the granting of an Award shall be the date specified as such by the Board
          (provided such date is not earlier than the date of the Board resolution in this
          regard) and in the absence of any such specification, the date on which the
          Board approves such grant. Each grantee of an Award shall be notified thereof
          and a written Agreement shall be executed and delivered by the Company and the
          grantee. Any such Agreement may contain such provisions as the Board deems
          appropriate to ensure that the penalty provisions of Sections 280G and 4999 of
          the Code will not apply to any Ordinary Share received by the grantee from the
          Company. 


          



     	5.	
          Grant of the Awards and Issuance of the Ordinary Shares to the Trustee 


          



     	(a)	
          The Board shall appoint (and may, from time to time, replace) a trustee for the
          purposes of the 2008 Plan (the “Trustee”), and may, from time
          to time, appoint, remove or replace a custodian for the purposes of the 2008
          Plan. 


          



     	(b)	
          Unless otherwise determined by the Board, all Awards to employees, officers,
          directors and/or consultants of the Company or any Israeli Subsidiary shall be
          issued by the Company in the name of the Trustee and the share certificates
          representing any Restricted Shares, Ordinary Shares issued pursuant to
          Restricted Share Units or Ordinary Shares issued pursuant to Option exercises by
          such grantees hereunder and any and all other or additional rights or shares
          deriving from or issued in connection therewith, such as, but not limited to,
          bonus shares (stock dividends) (“Additional Rights”) shall be
          issued by the Company in the name of the Trustee in trust for the designated
          grantee and shall be deposited with and held by the Trustee, and registered in
          the Trustee’s name in the register of members of the Company, for such
          period as determined by the Board but, in the case of grants of Awards through a
          trustee pursuant to Section 102, not less than the period required, or approved
          with respect thereto pursuant to Section 102 or any other applicable laws and
          regulations as shall be in effect from time to time (the “Lock-Up
          Period”). 


          



	 	
Furthermore,
and without derogating from the aforesaid or any other provision hereof, Awards granted or
shares issued which were designated as made through a trustee pursuant to Section 102: (i)
may not be sold until the end of the Lock-Up Period, unless otherwise allowed or
determined by the Israeli tax authorities; and (ii) all Additional Rights with respect
thereto will be subject to the same tax route applicable to the original Award. 






     	(c)	
          Nothing in the foregoing provisions shall derogate from the power of the Board
          to grant Awards to the Trustee otherwise than under the provisions of Section
          102 or to grant Awards to grantees directly otherwise than through the Trustee
          or on terms which differ from those specified above or to approve the transfer
          of Options, Restricted Share Units and/or of Ordinary Shares from the Trustee to
          the name of any grantee(s) upon such conditions as shall be determined by the
          Board. 


          



7







	6.  	Terms
of Grant of Restricted Shares, Restricted Share Units and Payment  






Subject to the provisions of the 2008 Plan
and any applicable law, the Board shall have the discretion to determine the number of
Restricted Shares or Restricted Share Units to be granted to each grantee, the
duration of the period during which, and the conditions, if any, under which, the
Restricted Shares or Restricted Share Units may be forfeited to the Company, the purchase
price, if any, of the Restricted Shares and of the Ordinary Shares issuable pursuant to
the Restricted Share Units and the other terms and conditions of such Awards. Payment of
any amount for Restricted Shares by the grantee shall be made to the Company no later than
the day the Agreement with respect thereto is signed in such manner as the Company may
prescribe. There is no purchase price for an Award of Restricted Share Units.
However, the Board may determine that consideration be payable for the Ordinary
Shares issuable pursuant to any Restricted Share Unit, and any amount so determined shall
be paid by the grantee to the Company as and when the Restricted Share Unit vests. 



Unless otherwise determined by the
Board, Restricted Shares shall be subject to the restrictions on sale and transferability
as set forth in Section 11(b); shall vest as provided for in Section 10(c); shall be
forfeited as provided for in Sections 10(d) and 12(b); and shall confer upon the holders
thereof the rights pursuant to Section 14(b). 



Unless otherwise determined by the
Board, Restricted Share Units shall be subject to the restrictions on sale and
transferability as set forth in Section 11(c); shall vest as provided for in Section
10(c); shall be forfeited as provided for in Sections 10(d), 10(e) and 12(b); and shall
confer upon the holders thereof the rights pursuant to Section 14(c). 



8








     	7.	
          Purchase Price 


          




     	(a)	
          Option Exercise Price. The consideration to be paid by the grantee for
          each share purchased by exercising an Option (the “Option Exercise
          Price”) shall be determined by the Board, but shall not be less than
          100% of the Market Price (as defined below) of the Ordinary Shares on the date
          of the grant (provided that the Option Exercise Price may be lower than the
          nominal (par) value of the Ordinary Shares only if the appropriate provisions of
          the Israeli Companies Law, 5759-1999 are complied with) or, if there was no
          public trading of the Company’s Ordinary Shares on the day of grant, on the
          last day immediately preceding the date of grant upon which public trading of
          the Company’s Ordinary Shares took place. For purposes hereof, the
          “Market Price” of the Ordinary Shares shall mean, as of any
          given date, if the Ordinary Shares are listed on one or more established stock
          exchanges or national market systems, including without limitation The NASDAQ
          Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market of
          The NASDAQ Stock Market LLC, the closing sales price for such shares (or the
          closing bid, if no sales were reported) as quoted on the principal exchange or
          system on which the Ordinary Shares are listed (as determined by the Board) on
          the date of determination (or, if no closing sales price or closing bid was
          reported on that date, as applicable, on the last trading date such closing
          sales price or closing bid was reported), as reported in The Wall Street Journal
          or such other source as the Board deems reliable. If the Ordinary Shares are
          regularly quoted on an automated quotation system (including the OTC Bulletin
          Board) or by a recognized securities dealer, the Market Price shall be the
          closing sales price for such stock as quoted on such system or by such
          securities dealer on the date of determination, but if selling prices are not
          reported, the Market Price shall be the mean between the high bid and low asked
          prices for the Ordinary Shares on the date of determination (or, if no such
          prices were reported on that date, on the last date such prices were reported),
          as reported in The Wall Street Journal or such other source as the Board deems
          reliable. In the absence of an established market for the Ordinary Shares as
          described herein, the Market Price thereof shall be determined by the Board in
          good faith. Notwithstanding the foregoing, Options issued in assumption of, or
          in substitution for, outstanding Awards previously granted by a company (other
          than the Company) acquired by the Company or a Subsidiary or with which the
          Company or a Subsidiary merges or consolidates may have an Option Exercise Price
          below Market Price. No Incentive Stock Option shall be granted to an employee
          who at the time of grant owns (or is considered as owning within the meaning of
          Section 424(d) of the Code) shares possessing more than 10% of the total
          combined voting power of all classes of shares of the Company or the relevant
          Subsidiary (or any parent (within the meaning of Section 424(e) of the Code) or
          subsidiary (within the meaning of Section 424(f) of the Code) of the relevant
          Subsidiary), unless at the time of grant the Option Exercise Price is at least
          110% of the Market Price of the Ordinary Shares subject to the Incentive Stock
          Option. 


          



     	(b)	
          No Re-pricing. An Option may not be amended to lower its Option Exercise
          Price, nor shall any other action be taken with respect to an Option that is
          treated as a re-pricing under generally accepted accounting principles or any
          applicable stock exchange rules, without the prior approval of such amendment or
          action by the Company’s shareholders, provided however, that the Option
          Exercise Price or purchase price of an Award under the 2008 Plan may be adjusted
          in accordance with the terms of Section 17. 


          



     	(c)	
          Restricted Share Purchase Price; Payment for Ordinary Shares Issuable
          Pursuant to a  Restricted Share Unit. The consideration to be paid by
          the grantee for each Restricted Share and for each Ordinary Share issuable
          pursuant to a Restricted Share Unit shall be determined by the Board. It is
          anticipated that Restricted Shares and Ordinary Shares issuable pursuant to
          Restricted Share Units will be issued at substantially below Market Price and
          for nominal consideration only, if any, provided that less than the nominal
          (par) value of such shares may be paid only if the appropriate provisions of the
          Israeli Companies Law, 5759-1999 are complied with. 


          



9








     	8.	
          Exercise of Options 


          



     	(a)	
          Exercise Notice/Payment. A grantee who desires to exercise an Option
          granted pursuant to the 2008 Plan shall notify the Company in writing, or,
          through the Trustee, shall cause the Company to be notified in writing, to such
          effect, and any such notice shall state the number of Ordinary Shares in respect
          of which it is being exercised and shall be accompanied by, or specify the
          arrangements for, payment of the full Option Exercise Price of such Ordinary
          Shares. An exercise notice may be in any other manner that the Board may
          determine from time to time. 


          



     	(b)	
          Exercise through the Trustee. A grantee who desires that the Trustee
          exercise an Option granted to the Trustee on his or her behalf shall so instruct
          the Trustee in writing in such form as shall be prescribed by the Board from
          time to time. Upon receipt of all the requisite documents, approvals and
          payments from the grantee, including sufficient proof of proper provision for
          the payment of any applicable taxes, in form satisfactory to the Company and the
          Trustee, the Trustee shall deliver a notice to the Company in such form as shall
          be prescribed by the Board from time to time, whereupon the Company shall allot
          the Ordinary Shares in the name of the Trustee. 


          



     	(c)	
          Exercise other than through the Trustee. A grantee who desires to
          exercise an Option granted directly to him or her (and not through the Trustee)
          shall so notify the Company in writing in such form as shall be prescribed by
          the Board from time to time. If Section 102 does not apply to the Option or the
          Ordinary Shares which relate thereto, then, as a condition for the exercise of
          the Option, the grantee shall be required to pay the tax applicable to him or
          her (including all tax payable by the Company or any Subsidiary arising out of
          its obligation to deduct tax at source) pursuant to applicable law and the
          provisions of the 2008 Plan. Upon receipt of all the requisite documents,
          approvals and payments from the grantee, including sufficient proof of payment
          by the grantee of all applicable taxes as aforesaid, in form satisfactory to the
          Company, the Company shall allot the Ordinary Shares in the name of the grantee. 


          



     	(d)	
          No Reloads. Options may not contain any “reload” features; that
          is, upon exercise of the original underlying Option, the grantee shall not be
          awarded any automatic grant of additional Options in connection with such
          exercise. 


          



     	9.	
          Term of Options 


          



The term of each Option shall be for
such period as the Board shall determine, but not more than seven years from the date of
grant thereof or such shorter period as may apply pursuant to the provisions of Sections
10 and 12. Furthermore, no Incentive Stock Option shall be granted to an employee who at
the time of grant owns (or is considered as owning within the meaning of Section 424(d) of
the Code) shares possessing more than 10% of the total combined voting power of all
classes of shares of the Company or the relevant Subsidiary (or any parent (within the
meaning of Section 424(e) of the Code) or subsidiary (within the meaning of Section 424(f)
of the Code) of the relevant Subsidiary) unless the Incentive Stock Option by its terms is
not exercisable after the expiration of five years from the date of grant. 



10







     	10.	
          Vesting of Awards; Issuance of Ordinary Shares Represented by Restricted
          Share Units;  Forfeiture 


          



     	(a)	
          Vesting of Options. The Board may in its discretion prescribe the
          installments, if any, in which an Option granted under the 2008 Plan shall
          become exercisable (“Vesting Periods”) or the time and/or
          conditions upon which the Vesting Periods of Options may be accelerated. Except
          as otherwise specified by the Board, vesting of Options shall be contingent upon
          the grantee’s continued employment or service (which, for purposes of the
          2008 Plan, shall include service as a director) with the Company or a Subsidiary
          through the applicable vesting date, and shall be in installments, over a period
          of four years from the granting of the Option, in such manner that at the end of
          1 (one) year from the date of grant the grantee (or the Trustee on his or her
          behalf) shall be entitled to exercise the Option in respect of up to 25% of the
          Ordinary Shares originally subject thereto and at the end of each successive
          quarter (3 month period) thereafter during the following 3 (three) years, in
          respect of up to another 6.25% of such Ordinary Shares. 


          



     	(b)	
          Exercise of Vested Options. At the conclusion of each Vesting Period, the
          Option may, from time to time, be exercised in relation to part or all of the
          Ordinary Shares allocated for that period and, during each of the Vesting
          Periods, the Option may be exercised in relation to all or part of the Ordinary
          Shares allocated for any previously concluded Vesting Period with respect to
          which the Option was not fully exercised. After the end of the Vesting Periods
          and during the balance of the term of the Option pursuant to Section 9, the
          Option may be exercised, from time to time, in relation to all or part of the
          Ordinary Shares which have vested and have not at that time been exercised and
          which remain subject to the Option. Notwithstanding the aforesaid, an Option may
          be exercised only if, subject to the provisions of Section 12, at the time of
          any exercise of the Option the grantee has continued to be employed by or
          provide services to the Company or a Subsidiary from the date of the grant
          thereof until the date of exercise. 


          



     	(c)	
          Vesting of Restricted Shares and Restricted Share Units. The Board may in
          its discretion prescribe the time and/or conditions upon which any Award of
          Restricted Shares or Restricted Share Units shall vest and upon which any
          transfer restrictions, forfeiture provisions or other terms and conditions of
          Restricted Shares or Restricted Share Units shall lapse or expire, including any
          acceleration thereof. Unless otherwise determined by the Board, vesting of
          Restricted Shares and Restricted Share Units shall be contingent upon the
          grantee’s continued employment with or provision of services to the Company
          or a Subsidiary through the applicable vesting date, and shall be in
          installments, over a period of four years from the date of grant of the
          Restricted Shares or Restricted Share Units, in such manner that at the end of
          1(one) year from the date of grant of the Restricted Shares or Restricted Share
          Units (to the Trustee or to the grantee, as applicable) 25% of the Restricted
          Shares or Restricted Share Units shall vest (and the forfeiture provisions
          thereof shall lapse) and at the end of each successive quarter (3 month period)
          thereafter during the following 3 (three) years, 6.25% of the Restricted Shares
          or Restricted Share Units shall vest (and the forfeiture provisions thereof
          shall lapse). 


          



11







     	(d)	
          Expiration, Termination and Forfeiture of Unvested Awards. Except as
          otherwise specified by the Board and subject to the provisions of Section 12,
          upon the earlier of termination or notice of termination, irrespective of the
          effective date of such termination (unless any applicable Agreement provides
          otherwise), of the grantee’s employment or service with the Company, any
          portion of the Option that was not exercised as of such time shall immediately
          expire and terminate and any portion of the Restricted Shares or Restricted
          Share Units not yet vested as of such time shall immediately be forfeited and
          returned to the Company; provided, however, that a grantee’s employment and
          service shall not be deemed to have been terminated for purposes of this
          sentence if such grantee continues to be employed with, or provide services to,
          the Company or any Subsidiary. 


          



     	(e)	
          Issuance of Ordinary Shares Represented by Restricted Share Units; Forfeiture
          of Restricted  Share Units. Ordinary Shares represented by Restricted
          Share Units will be issued as and when the Restricted Share Units vest,
          provided, however, that without derogating from any other provision hereof, in
          the event the Board has determined that consideration is payable for the
          Ordinary Shares issuable pursuant to any Restricted Share Units, such amounts
          shall be payable by the grantee as and when such Restricted Share Units vest,
          and the forfeiture provisions with respect to such Restricted Share Units shall
          lapse, and the Ordinary Shares issuable pursuant to such Restricted Share Units
          shall be issued, only upon payment; to the extent such amount is not paid by the
          grantee within fifteen (15) days of vesting, the Restricted Share Units which
          have so vested but with respect to which payment was not made shall immediately
          be forfeited and returned to the Company. 


          



     	11.	
          Nontransferability of Options, Restricted Shares and Restricted Share
          Units; Disqualifying  Dispositions 


          



     	(a)	
          Options. Other than with respect to Incentive Stock Options (which are
          covered by the following paragraph), unless otherwise determined by the Board,
          Options and/or the right to Options and/or the Ordinary Shares subject thereto
          (until such time as any restrictions applicable thereto hereunder, including, in
          the case of Ordinary Shares resulting from the exercise of Options granted
          through a trustee pursuant to Section 102, the Lock-Up Period, lapse) are
          personal, and except insofar as is specified in the 2008 Plan, and, where
          applicable, subject to Section 102, may not be sold, transferred, assigned,
          pledged, withdrawn, attached or otherwise alienated or encumbered, either
          voluntarily or pursuant to any law, except by way of transfer, (i) by will, (ii)
          by the laws of descent and distribution, or (iii) if the Board in its sole
          discretion shall so decide, as permitted by Rule 701 of the Securities Act of
          1933, as amended, or the rules governing Form S-8, and no power of
          attorney or deed of transfer, whether the same has immediate effect or shall
          take effect on a future date, shall be given with respect thereto. During the
          lifetime of the grantee the Option may only be exercised by the designated
          grantee, or if granted to the Trustee, by the Trustee on behalf of the
          designated grantee. 


          




12







	 	
Incentive
Stock Options and/or the right thereto are personal and may not be sold, transferred,
assigned, pledged, withdrawn, attached or otherwise alienated or encumbered, either
voluntarily or pursuant to any law, except by way of transfer, (i) by will, (ii) by the
laws of descent and distribution, or (iii) if the Board in its sole discretion shall so
decide, as permitted by Rule 701 of the Securities Act of 1933, as amended, or the rules
governing Form S-8, and no power of attorney or deed of transfer, whether the same has
immediate effect or shall take effect on a future date, shall be given with respect
thereto. During the lifetime of the grantee the Incentive Stock Option may only be
exercised by the designated grantee. 






	 	
If
a grantee of an Incentive Stock Option makes any disposition of shares delivered pursuant
to the exercise of an Incentive Stock Option under the circumstances described in Section
421(b) of the Code (relating to certain disqualifying dispositions) or any successor
provision of the Code, such individual shall notify the Company of such disposition within
ten days thereof. 






	 	
A
note as to some or all of the provisions of this Section 11(a) or a legend may appear on
any document which grants the Option or any Agreement hereunder. 






     	(b)	
          Restricted Shares. Unless otherwise determined by the Board, Restricted
          Shares and/or the rights to Restricted Shares are personal, and, except insofar
          as is specified in the 2008 Plan, and, where applicable, subject to Section 102,
          may not, until such time as the restrictions applicable to such Restricted
          Shares, including, in the case of grants of Restricted Shares through a trustee
          pursuant to Section 102, the Lock-Up Period, lapse, be sold, transferred,
          assigned, pledged, withdrawn, attached or otherwise alienated or encumbered,
          either voluntarily or pursuant to any law, except by way of transfer, (i) by
          will, (ii) by the laws of descent and distribution, or (iii) if the Board in its
          sole discretion shall so decide, as permitted by Rule 701 of the Securities Act
          of 1933, as amended, or the rules governing Form S-8 (but only to the extent
          that such Restricted Shares had vested on the date of death of the grantee), and
          no power of attorney or deed of transfer, whether the same has immediate effect
          or shall take effect on a future date, shall be given with respect thereto.
          Unless the Board provides otherwise, certificates issued in respect of
          Restricted Shares and, where applicable, any Additional Rights with respect
          thereto, shall be registered in the name of the Trustee or the grantee, as the
          case may be, and deposited, together with a share transfer deed signed and
          endorsed by the grantee in blank (the “Share Transfer Deed”),
          with the Company, the Trustee (in all cases where the Award is through the
          Trustee) or such custodian as may be designated by the Board, and shall be held
          by the Company, the Trustee or the custodian until such time as the restrictions
          applicable to such Restricted Shares, including, in the case of grants of
          Restricted Shares through a trustee pursuant to Section 102, the Lock-Up Period,
          lapse. 


          



13







	 	
In
the event that, for any reason whatsoever, including pursuant to Section 12(b), any
Restricted Shares which have not vested and on which the forfeiture provisions have not
theretofore lapsed shall be cancelled, terminated or forfeited, the Company, the Trustee
or the custodian, as the case may be, shall, unless instructed otherwise by the Board,
exercise the Share Transfer Deed (and each is authorized to complete any missing details
therein) in order to return such Restricted Shares to the Company and make them available
again for purposes of the 2008 Plan or for other corporate purposes. 






     	(c)	
          Restricted Share Units. Unless otherwise determined by the Board,
          Restricted Share Units and/or the right to Restricted Share Units and/or the
          Ordinary Shares subject thereto are personal and except insofar as is specified
          in the 2008 Plan and, where applicable, subject to Section 102, may not, until
          such time as the restrictions applicable to such Restricted Share Units,
          including, in the case of grants of Restricted Share Units through a trustee
          pursuant to Section 102, the Lock-Up Period, lapse, be sold, transferred,
          assigned, pledged, withdrawn, attached or otherwise alienated or encumbered,
          either voluntarily or pursuant to any law, except by way of transfer, (i) by
          will, (ii) by the laws of descent and distribution, or (iii) if the Board in its
          sole discretion shall so decide, as permitted by Rule 701 of the Securities Act
          of 1933, as amended, or the rules governing Form S-8 (but only to the extent
          that such Restricted Share Units had vested on the date of death of the
          grantee), and no power of attorney or deed of transfer, whether the same has
          immediate effect or shall take effect on a future date, shall be given with
          respect thereto. 


          



	 	
In
the event that, for any reason whatsoever, including pursuant to Sections 10(e) or 12(c),
any Restricted Share Units which have not vested and/or on which the forfeiture provisions
have not theretofore lapsed shall be cancelled, terminated or forfeited, such Restricted
Share Units shall be deemed re-conveyed to the Company and made available again for
purposes of the 2008 Plan or for other corporate purposes. 






	12.  	Termination
of Employment or Services  






     	(a)	
          If the employment or services of an Option holder with or to the Company or a
          Subsidiary is or are terminated prior to the complete exercise of an Option: (i)
          by reason of death, disability (in the case of Incentive Stock Options or
          Nonqualified Stock Options, as defined in Section 422(c)(6) of the Code, and in
          all other cases as determined by the Board in its absolute discretion) or
          retirement after age 60 with the approval of the Board, the Option shall remain
          exercisable by the grantee or his or her estate (to the extent that it has
          acquired the rights of the deceased grantee by will or by operation of law), as
          the case may be, for a period of one year following such termination (but only
          to the extent exercisable at the time of such termination and not beyond the
          scheduled expiration date); (ii) due to resignation by the grantee, all Options
          held by such holder shall immediately expire upon the earlier of such
          termination or notice of termination irrespective of the effective date of such
          termination (unless the Board determines or the Agreement provides otherwise);
          and (iii) for any other reason, all Options held by such holder shall remain
          exercisable by the grantee until, and shall expire upon, the effective date of
          such termination of employment or services (but only to the extent that they had
          vested and were exercisable at the earlier of the time of such termination or
          notice of termination and not beyond the scheduled expiration date) unless the
          notice of termination provides (or the Company and the grantee agree) otherwise. 


          



14







	 	
Notwithstanding
(iii) above, in the event of termination of employment or services by the Company or a
Subsidiary within twelve months after a Significant Event (as defined in Section 17), the
Option shall remain exercisable (but only to the extent exercisable at the time of such
termination and not beyond the scheduled expiration date) for a period of not less than
one month following the earlier of such termination or notice of termination (unless the
Agreement provides otherwise). 






     	(b)	
          If the employment or services of a grantee of Restricted Shares or Restricted
          Share Units with or to the Company or a Subsidiary is or are terminated prior to
          the full vesting of, and lapsing of forfeiture provisions on, such Restricted
          Shares or Restricted Share Units for any reason, the Restricted Shares or
          Restricted Share Units held by such grantee that have not theretofore vested and
          on which the forfeiture provisions have not theretofore lapsed shall immediately
          be forfeited and returned to the Company upon the earlier of such termination or
          notice of termination irrespective of the effective date of such termination
          (unless the Board determines or the Agreement provides otherwise). 


          



     	(c)	
          The Board may determine whether any given leave of absence or other circumstance
          constitutes a termination of employment or services. Awards granted under the
          2008 Plan shall not be affected by any change of employment or other designation
          so long as the grantee continues to be an employee of, or to provide services
          to, the Company or a Subsidiary. 


          



     	(d)	
          Notwithstanding the foregoing, the Board may, in its absolute discretion, extend
          the period of exercise of the Option by a grantee or grantees for such time as
          it shall determine either with or without conditions; provided however, that the
          period of exercise shall not be extended beyond the term of the Option pursuant
          to Section 9, and provided further, that the extension of the exercise period
          for an Incentive Stock Option or any other Option held by a grantee who is
          subject to U.S. taxation will not be made without the consent of the grantee. 


          



     	13.	
          Cancellation of Options 


          



Without limiting the foregoing and
the provisions of Section 17, the Board may, with the consent of the grantee (provided
such consent is given within 60 days of the Company’s proposal to do so), from time
to time cancel all or any portion of any Option then subject to exercise, and the
Company’s obligation in respect of such cancelled Option may be discharged by: (i)
payment to the grantee or to the Trustee of an amount in cash equal to the excess, if any,
of the Market Price of the Ordinary Shares at the date of such cancellation subject to the
portion of the Option so cancelled over the aggregate Option Exercise Price of such
Ordinary Shares; (ii) the issuance or transfer to the grantee of Ordinary Shares with a
Market Price at the date of such transfer equal to any such excess; or (iii) a combination
of cash and Ordinary Shares with a combined value equal to any such excess, all as
determined by the Board in its sole discretion. If any Options are cancelled as aforesaid,
they shall, for purposes of the Maximum 2008 Plan Shares and the Incentive Stock Option
limitation set forth in Section 3(e), be deemed as if exercised and as if the underlying
Ordinary Shares were issued. 




15







     	14.	
          Rights as Shareholders 


          



     	(a)	
          Options. The holder of an Option shall have none of the rights of a
          shareholder with respect to the Ordinary Shares subject to the Option until such
          shares are transferred to the holder upon the exercise of the Option. 


          



     	(b)	
          Restricted Shares. Upon the issuance of Restricted Shares, the Restricted
          Shares shall confer upon the holders thereof the rights of a shareholder of the
          Company with respect to the Restricted Shares, subject to the provisions of the
          2008 Plan (including the provisions with respect to the vesting and forfeiture
          provisions on Restricted Shares, the provisions with respect to voting rights,
          by or through the Trustee or a custodian pursuant to Section 15(b), the
          provisions with respect to dividends set forth in Section 15(a)(iv), and the
          provisions with respect to transferability set forth in Section 11(b)) and any
          restrictions and conditions as the Board may include in the applicable
          Agreement. 


          



     	(c)	
          Restricted Share Units. The holder of a Restricted Share Unit shall have
          none of the rights of a shareholder with respect to the Ordinary Shares
          represented by the Restricted Share Unit until such Ordinary Shares are issued
          to the holder thereof. 


          



     	15.	
          Dividends and Voting Rights; Dividend Equivalents 


          



     	(a)	
          Ordinary Shares, once issued upon the exercise of Options or following the
          vesting of Restricted Share Units and, if required, payment for the Ordinary
          Shares issuable pursuant thereto, and Restricted Shares, shall participate
          equally with the Company’s other Ordinary Shares in every cash dividend
          which shall be declared and distributed, subject to the following provisions: 


          



          	 	(i) 	
               A cash dividend shall be distributed only to persons registered in the register
               of members as shareholders on the record date fixed for the distribution of the
               dividend. 


               



          	 	(ii) 	
               A dividend with regard to Ordinary Shares which are registered in the name of
               the Trustee or a custodian shall be paid to the Trustee or the custodian, as the
               case may be, subject to any lawful deduction of tax, whether such rate is at the
               usual rate applicable to a dividend or at a higher rate. The Trustee or
               custodian shall transfer the dividend to the grantees in accordance with
               instructions that he or she shall receive from the Company. Alternatively, the
               Company shall be entitled to pay the dividend directly to the grantee subject to
               the deduction of the applicable tax. 


               



16








          	 	(iii) 	
               Without derogating from the provisions of Section 15(a)(ii), the Company, the
               Trustee or any custodian shall be entitled to set off and deduct at source from
               any dividend any sum that the grantee owes to the Company (including any
               Subsidiary), the Trustee or the custodian, whether under the 2008 Plan or
               otherwise, and/or any sum that the grantee owes to the tax authorities. 


               



          	 	(iv) 	
               Dividends on any Restricted Shares that have not yet vested and the forfeiture
               provisions with respect to which have not yet lapsed, may: (A) be paid as
               aforesaid; (B) be withheld by the Company subject to vesting of the Restricted
               Shares; or (C) be reinvested into additional Ordinary Shares of the Company
               which will be treated as the underlying Restricted Shares and will be subject to
               the same vesting schedule as the underlying Restricted Shares with respect to
               which such dividend was paid, all as determined by the Board in its sole
               discretion prior to the distribution of any dividend. 


               



          	 	(v) 	
               The Board may provide that an Award may include the right to receive
               compensation measured by the value of dividends paid on Ordinary Shares
               (“Dividend  Equivalents”). Dividend Equivalents shall comply
               with the provisions of Code Section 409A, and any Ordinary Shares issued in
               satisfaction of Dividend Equivalents shall reduce the number of Oridnary Shares
               available under Section 3(b) of the 2008 Plan. 


               



     	(b)	
          Holders of Restricted Shares, holders of Ordinary Shares issued following
          exercise of any Option, and holders of Ordinary Shares issued pursuant to any
          Restricted Share Unit shall have voting rights with respect to such shares;
          provided however, that for as long as any Restricted Shares or any Ordinary
          Shares deriving from any Award are registered in the name of the Trustee or
          deposited with a custodian, the Trustee or custodian alone shall be entitled to
          receive every notice to which a shareholder is entitled, and only the Trustee or
          custodian, or whomever the Trustee or custodian shall designate, shall be
          entitled to exercise rights as a shareholder vis-à-vis the Company,
          including the right to participate in all shareholders’ meetings and to
          vote such Restricted Shares or Ordinary Shares thereat. The Trustee or
          custodian, as the case may be, shall vote such shares in accordance with the
          instructions of the grantees on whose behalf they are held and, in the absence
          of such instructions, as recommended by the Board, and in the absence of such
          recommendation, at the discretion of the Trustee or custodian in the best
          interests of the Company. 


          



     	16.	
          Rights and/or Benefits Arising out of the Employee/Employer or other
          Relationship and the  Absence of an Obligation to Employ or
          Retain 


          



     	(a)	
          No income or gain which shall be credited to or which purports to be credited to
          a grantee as a result of the 2008 Plan shall in any manner be taken into account
          in the calculation of the basis of the grantee’s entitlements from the
          Company or any Subsidiary or in the calculation of any social welfare right or
          other rights or benefits arising out of the employee/employer or any other
          relationship. If, pursuant to any law, the Company or any Subsidiary shall be
          obliged for the purposes of calculation of the said items to take into account
          income or gain actually or theoretically credited to the grantee, the grantee
          shall indemnify the Company or any Subsidiary against any expense caused to it
          in this regard. 


          




17







     	(b)	
          Nothing in the 2008 Plan or any Award granted pursuant thereto shall be
          interpreted as obligating the Company or any Subsidiary to employ or retain the
          services of the grantee, or as conferring upon any grantee any right to continue
          in the employment of or service with the Company or any Subsidiary or as
          restricting the right of the Company or any Subsidiary to terminate such
          employment or services at any time. The grantee shall have no claim pursuant to
          the 2008 Plan whatsoever against the Company or any Subsidiary as a result of
          the termination of his or her employment or services, including, without
          limitation, any claim that such termination causes any Options to expire and/or
          any Restricted Shares or Restricted Share Units to be forfeited and/or prevents
          the grantee from exercising any Options, and/or from receiving or retaining any
          Ordinary Shares otherwise issuable pursuant to any Award granted by, or
          Agreement with, the Company or any Subsidiary or results in any loss due to an
          imposition, or earlier than anticipated imposition, of tax liability pursuant to
          applicable law. 


          



     	17.	
          Adjustments upon Changes in Capitalization; Significant Event 


          



Notwithstanding any other provisions
of the 2008 Plan, the number and class of shares subject to each unexercised or unvested
Award and the purchase prices of each such Award (i) shall automatically be adjusted
appropriately in the event of changes in the outstanding share capital of the Company by
reason of any stock dividend (bonus shares), stock split, or share combination; and (ii)
shall be adjusted as deemed appropriate by the Board in the event of any exchange of
shares, merger, consolidation, liquidation, split-up, split-off, spin-off or other similar
change in capitalization, or a distribution to ordinary shareholders, including a rights
offering, other than cash dividends or any like change, including making provision for a
cash payment to the holder of an outstanding Award in consideration for the cancellation
of such Award, including, in the case of an outstanding Option, a cash payment to the
holder of such Option in consideration for the cancellation of such Option in an amount
equal to the excess, if any, of the Market Price (as determined as of a date specified by
the Board) of the shares subject to such Option over the aggregate Option Exercise Price
of such Option (it being understood that, in such event, any Option having an Option
Exercise Price equal to, or in excess of, the Market Price of a share subject to such
Option may be cancelled and terminated without any payment or consideration therefore). If
any of the events specified above shall occur, the aggregate number and class of shares
available under the 2008 Plan and the other maximum figures/limitations set forth under
the 2008 Plan shall be adjusted as follows: (x) automatically, and as appropriate, in any
of the events specified in item (i) above; and (y) as determined by the Board, in its
discretion, in any of the events specified in item (ii) above; including, without
limitation, adjustments to the Maximum 2008 Plan Shares set forth in Section 3(b), the
Restricted Share and Restricted Share Unit Limitation set forth in Section 3(d), the
maximum number of Incentive Stock Options issuable under the 2008 Plan set forth in
Section 3(e) and the other components of any of the foregoing that relate to the number
and class of shares issuable under the 2008 Plan, and the Board’s determinations in
this regard shall be conclusive. 



18







Each of the following shall be a
“Significant Event”: (i) Board or (if approval of the shareholders of the
Company is required) shareholder approval of: (a) any consolidation or merger of the
Company in which the Company is not the continuing or surviving corporation or pursuant to
which Ordinary Shares would be converted into cash, securities or other property, other
than a merger of the Company in which the holders of Ordinary Shares immediately prior to
the merger have the same proportionate ownership of Ordinary Shares of the surviving
corporation immediately after the merger; (b) any sale, lease, exchange or other transfer
(in one transaction or a series of related transactions) of all or substantially all the
assets or shares of the Company; or (c) the adoption of any plan or proposal for the
liquidation or dissolution of the Company; (ii) any person or group (within the meaning of
Section 13(d)(3) of the U.S. Securities Exchange Act of 1934) other than the Company
making a tender offer or exchange offer to acquire any Ordinary Shares (or securities
convertible into Ordinary Shares) for cash, securities or any other consideration,
provided that: (a) at least a portion of such securities sought pursuant to the offer in
question is acquired; and (b) after consummation of such offer, the person in question is
the “beneficial owner” (as such term is defined in Rule 13d-3 under the U.S.
Securities Exchange Act of 1934), directly or indirectly, of 20% or more of the
outstanding Ordinary Shares (calculated as provided in paragraph (d) of such Rule 13d-3 in
the case of rights to acquire Ordinary Shares); or (iii) during any period of two
consecutive years, individuals who at the beginning of such period constituted the entire
Board cease for any reason to constitute a majority thereof unless the election, or the
nomination for election by the Company’s shareholders, of each new director was
approved by a vote of at least two-thirds of the directors then still in office who were
directors at the beginning of the period. 



In the event of a Significant Event
as provided in item (i)(a) of the definition of Significant Event, outstanding Options,
Restricted Shares and Restricted Share Units will be assumed or an equivalent option,
restricted share or restricted share unit right substituted by the successor corporation
(or its parent or subsidiary). In the event that the successor corporation refuses to
assume or substitute for the Options, Restricted Shares and Restricted Share Units, the
grantee will fully vest in and have the right to exercise the Option as to all of the
optioned stock, including shares as to which it would not otherwise be vested or
exercisable and the restrictions subject to the Restricted Shares and Restricted Share
Units shall immediately lapse, including shares as to which it would not otherwise be
vested. In such case, the Board will notify the grantee in writing or electronically that
the Options, Restricted Shares and Restricted Share Units will be fully vested and with
respect to Options, exercisable for a period of fifteen (15) days from the date of such
notice, and the Options will terminate upon the expiration of such period. 



19







Options, Restricted Shares and
Restricted Share Units will be considered assumed if, following the Significant Event, the
Option, Restricted Share or Restricted Share Unit confers the right to purchase or
receive, for each Ordinary Share, immediately prior to the Significant Event, the
consideration (whether stock, cash, or other securities or property) received in the
Significant Event by holders of Ordinary Shares for each share held on the effective date
of the Significant Event (and if holders were offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding shares); provided,
however, that if such consideration received in the Significant Event is not solely common
or ordinary shares of the successor corporation or its parent, the Board may, with the
consent of the successor corporation, provide for the consideration to be received upon
the exercise of the Option or the vesting of Restricted Shares and Restricted Share Units,
for each Ordinary Share to be solely common or ordinary shares of the successor
corporation or its parent equal in Market Price to the per share consideration received by
holders of Ordinary Shares in the Significant Event. 



	18.  	Term,
Termination and Amendment  






Unless the 2008 Plan shall
theretofore have been terminated as hereinafter provided, it shall terminate on, and no
Award shall be granted after,  May 31, 2018. The 2008 Plan may be terminated,
modified, amended or extended by the shareholders of the Company. The Board may at any
time terminate, modify or amend the 2008 Plan in such respects as it shall deem advisable;
provided, however, that the Board may not, without approval by the holders of a majority
of the outstanding shares of voting stock of the Company present and voting at a duly held
meeting at which a quorum is present, (a) except for increases pursuant to Section 3(b) or
adjustments in connection with events described in Section 17, (i) increase the maximum
number of Ordinary Shares as to which Awards may be granted under the 2008 Plan, (ii)
increase the maximum number of Incentive Stock Options issuable under the 2008 Plan, or
(iii) increase, for purposes of the 2008 Plan, the Restricted Share and Restricted Share
Unit Limitation, (b) change the class of persons eligible to receive Awards, (c) expand
the types of Awards issuable under the 2008 Plan, (d) amend an Option to lower its
purchase price, or take any other action with respect to an Option that would be treated
as a re-pricing under generally accepted accounting principles or any applicable stock
exchange rules, (e) extend the term of the 2008 Plan, or (f) adopt any other amendments to
the 2008 Plan that are considered material (including permitting “reload”
features with respect to Options or granting Options with a purchase price below Market
Price as provided for herein (other than as permitted under Section 7 for Options issued
in assumption of, or in substitution for, outstanding awards previously granted by a
company acquired by the Company or a Subsidiary or with which the Company or a Subsidiary
merges or consolidates)) or that are required to be approved by shareholders pursuant to
the rules of any stock exchange on which the Ordinary Shares are listed or by applicable
law. Except as provided in the following two (2) paragraphs or in Section 1(d), no
termination, modification or amendment of the 2008 Plan may, without the consent of the
grantee to whom any Award shall theretofore have been granted, adversely affect the rights
of such grantee under such Award provided, however, that an amendment or modification that
may cause an Incentive Stock Option to become a Nonqualified Stock Option shall not be
deemed as adversely affecting the rights of the grantee. 



20







Notwithstanding the foregoing, the
Board shall have the right at any time and from time to time and without prior notice to
modify outstanding Awards to comply with or satisfy local laws and regulations, to avoid
costly governmental filings or to implement administrative changes to the 2008 Plan that
are deemed necessary or advisable by the Board for compliance with laws. By means of
illustration but not limitation, the Board may modify or restrict the method of exercise
of an Award, or delay, suspend or prohibit the exercise of Options or the sale of shares,
to avoid securities laws or exchange control filings, laws or regulations or to comply
therewith, or for any other administrative purposes deemed appropriate by the Board. 



In addition, the Board, in the
exercise of its sole discretion and without the consent of any grantee, may amend or
modify the 2008 Plan or the terms of any Award in any manner, and delay the issuance of
any Ordinary Shares issuable pursuant to the 2008 Plan, to the extent necessary or
desirable to comply with the requirements of Section 409A of the Code as amplified by any
United States Treasury regulations or guidance from the United States Internal Revenue
Service. The Company makes no representation that the Awards will comply with Section 409A
of the Code and makes no undertaking to prevent Section 409A of the Code from applying to
the Awards or to mitigate its effects on any deferrals or payments made in respect of an
Award. Grantees under the 2008 Plan are encouraged to consult a tax adviser regarding the
potential impact of Section 409A of the Code. 



	19.  	Effectiveness
of the 2008 Plan  






The 2008 Plan and the transfer and
reallocation of the Available 2001 Plan Shares and the Available 2002 Plan Shares to the
2008 Plan shall be effective as of the date of approval thereof by the Board, which
occurred on  June 1, 2008  (the “Effective Time”), subject to
shareholder approval of the 2008 Plan within 12 months of the Effective Time. No Award
will be granted under the 2008 Plan following the 2008 Effective Time until shareholder
approval thereof is obtained. Awards approved or granted under the 2001 Plan or the 2002
Plan prior to the Effective Time and outstanding as of immediately prior to the Effective
Time shall continue to be governed by the terms of the 2001 Plan or the 2002 Plan (as the
case may be). Awards granted under the 2008 Plan prior to termination of the 2008 Plan
may, subject to the terms of the 2008 Plan and any applicable Agreement with a grantee, be
exercised thereafter. 



     	20.	
          Taxation 


          



     	(a)	
          General. The grantee shall be liable for all taxes, duties, fines and
          other payments which may be imposed by any tax authorities and for every
          obligatory payment of whatever source and upon whomsoever levied (including, but
          not limited to, social security, health tax, etc., as may be applicable) in
          respect of the Awards, the shares issued under the 2008 Plan or dividends
          (including, without limitation, upon the grant, vesting or exercise of the
          Options, the grant or vesting of any Restricted Shares or Restricted Share
          Units, the issuance or sale of any Ordinary Shares deriving from any Award or
          the registration of any Ordinary Shares in the grantee’s name) or any other
          benefit in respect thereof and/or for all charges which shall accrue to the
          grantee, the Company, any Subsidiary, the Trustee and/or any custodian in
          connection with the 2008 Plan, the Awards, or any act or omission by the grantee
          or the Company, any Subsidiary, the Trustee or any custodian in connection
          therewith or pursuant to any determination by the applicable tax or other
          authorities, including, without limitation, any such payments required to be
          made by the Company or any Subsidiary as the result of any sale by the grantee
          of shares which were designated as made through a trustee pursuant to Section
          102 prior to the end of the Lock-Up Period. Notwithstanding the foregoing, if
          the Company elects the “employment income” route for Awards granted
          through a trustee pursuant to Section 102, the Company or any Subsidiary, as
          applicable, shall pay, at its expense, any social security payments payable by
          the employer with respect to Awards so granted to the extent required as a
          result of such election. 


          



21







     	(b)	
          Withholding. The Company, any Subsidiary, the Trustee and/or any
          custodian shall have the right to require the grantee to pay an amount in cash
          or to retain or sell without notice Ordinary Shares in value sufficient to cover
          any tax required by any governmental entity to be withheld or otherwise deducted
          and paid with respect to the Awards or the Ordinary Shares subject thereto
          (including, without limitation, upon their grant, vesting, exercise, issuance or
          sale or the registration of the Ordinary Shares in the grantee’s name) or
          with respect to dividends or any other benefits in respect thereof
          (“Withholding Tax”), and to make payment (or to reimburse
          itself or himself or herself for payment made) to the appropriate tax authority
          of an amount in cash equal to the amount of such Withholding Tax, remitting any
          balance to the grantee. Notwithstanding the foregoing, the grantee shall be
          entitled to satisfy the obligation to pay any Withholding Tax, in whole or in
          part, by providing the Company, a Subsidiary, the Trustee and/or any custodian
          with funds sufficient to enable the Company, the Subsidiary, the Trustee and/or
          any custodian to pay such Withholding Tax. 


          



     	(c)	
          Certificate of Authorization of Assessing Officer. The Company (including
          any Subsidiary), the Trustee or the custodian shall at any time be entitled to
          apply to the Assessing Officer, and in the case of a grantee outside the State
          of Israel, to any non-Israeli tax authority, for receipt of their certificate of
          authorization as to the amount of tax which the Company, any Subsidiary, the
          Trustee, the custodian or the grantee is to pay to the tax authorities resulting
          from the grant of any Options, the exercise thereof, the issuance of any
          Ordinary Shares, receipt of any Awards of Restricted Shares, the granting or
          vesting of Restricted Share Units, the sale of any Ordinary Shares deriving from
          the Award, or regarding any other question with respect to the application of
          the 2008 Plan. 


          



     	(d)	
          Security for Payment of Taxes. Without derogating from the above, the
          Company (including any Subsidiary) and/or the Trustee or the custodian shall
          have the right to require that any grantee provide guarantees or other security
          to the Company’s satisfaction to guarantee the payment of any taxes or
          other obligatory payments which may be payable as a result of or in connection
          with the grant of an Option, the exercise thereof, the registration of any
          Options or shares in the grantee’s name, the receipt of any Awards of
          Restricted Shares, the granting or vesting of any Awards of Restricted Share
          Units and the issuance, sale or transfer of any Ordinary Shares deriving from
          any Award (including any sum payable arising out of or in connection with the
          Company’s, the Subsidiary’s, the Trustee’s or the
          custodian’s obligations to deduct tax and other obligatory payments at
          source). With respect to Awards granted pursuant to Section 102 which were not
          designated as made through a trustee, if the grantee’s employment with the
          Company or a Subsidiary is terminated for any reason, the grantee will be
          obligated to provide the Company with a guarantee or other security to its
          satisfaction and at its discretion, to cover any tax obligations which may arise
          thereafter in connection with the disposition of the Ordinary Shares. 


          



22







     	(e)	
          Election under Section 83(b). If an Award grantee, in connection with the
          acquisition of shares under the 2008 Plan, makes an effective election under
          Section 83(b) of the Code (to include in gross income in the year of transfer of
          the amounts specified in Section 83(b) of the Code), the grantee shall notify
          the Company of such election within ten days of filing notice of the election
          with the Internal Revenue Service or other governmental authority, in addition
          to any filing and notification required pursuant to regulations issued under
          Section 83(b) of the Code or other applicable provision. 


          



     	21.	
          Governing Law 


          



The 2008 Plan and all instruments
issued hereunder shall be governed by and interpreted in accordance with the laws of the
State of Israel, subject to the provisions of the Code with respect to Incentive Stock
Options, and in the event of any ambiguity or conflict, the provisions hereof shall be so
construed and applied as to give effect to the intention that any Incentive Stock Option
granted to employees will qualify as an “Incentive Stock Option” under Section
422 of the Code. 



	22.  	Miscellaneous  






The Board may direct that any
certificate evidencing shares delivered pursuant to the 2008 Plan shall bear a legend
setting forth such restrictions on transferability as the Board may determine to be
necessary or desirable, and may advise the transfer agent to place a stop order against
any legended shares. 



23







California Addendum to the

Negevtech Ltd.

Equity Remuneration Plan for Employees, Directors and Consultants of 
Negevtech Ltd. and its
Subsidiaries (2008) 





1.     General 



        This
Addendum (the “Addendum”) to the Equity Remuneration Plan for Employees,
Directors and Consultants of Negevtech Ltd. and its Subsidiaries (2008) (the “2008
Plan”) sets forth the terms of the Plan for Awards to grantees resident in the
State of California with respect to which the Company is relying on a “permit”
or similar exemption with substantive requirements under the California securities laws.
The Addendum shall not apply to the extent the Company is relying on Section 25102(f) with
respect to the Award. 



        All
capitalized and undefined terms used herein shall have the meaning ascribed to them in the
2008 Plan. 



2.     Definitions 



    (a)        “Applicable
Laws” means the legal requirements relating to this           Addendum and the
Awards made hereunder under applicable provisions of federal           and state
securities laws, the corporate laws of California and, to the extent           other than
California, the corporate law of the state of the Company’s           incorporation,
the Code, the rules of any applicable stock exchange or national           market system,
and the rules of any non-U.S. jurisdiction applicable to Awards           granted to
residents therein.  



    (b)        “Cause” means,
with respect to the termination by the Company           or a Subsidiary of the grantee’s
service, that such termination is for           “Cause” as such term (or word
of like import) is expressly defined in           a then-effective written agreement
between the grantee and the Company or such           Subsidiary, or in the absence of
such then-effective written agreement and           definition, is based on, in the
determination of the Board, the grantee’s:           (i) performance of any act
or failure to perform any act in bad faith and           to the detriment of the Company
or a Subsidiary; (ii) dishonesty,           intentional misconduct or material
breach of any agreement with the Company or a           Subsidiary; or (iii) commission
of a crime involving dishonesty, breach of           trust, or physical or emotional harm
to any person.  



    (c)        “Disability” means
as defined under the long-term disability           policy of the Company or the
Subsidiary to which the grantee provides services           regardless of whether the
grantee is covered by such policy. If the Company or           the Subsidiary to which
the grantee provides service does not have a long-term           disability plan in
place, “Disability” means that a grantee is unable           to carry out the
responsibilities and functions of the position held by the           grantee by reason of
any medically determinable physical or mental impairment           for a period of not
less than ninety (90) consecutive days. A grantee will not           be considered to
have incurred a Disability unless he or she furnishes proof of           such impairment
sufficient to satisfy the Board in its discretion.  



    (d)        “Immediate
Family” means any child, stepchild, grandchild,           parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew,           mother-in-law,
father-in-law, son-in law, daughter-in-law, brother-in-law, or           sister-in-law,
including adoptive relationships, any person sharing the           grantee’s
household (other than a tenant or employee), a trust in which           these persons (or
the grantee) have more than fifty percent (50%) of the           beneficial interest, a
foundation in which these persons (or the grantee)           control the management of
assets, and any other entity in which these persons           (or the grantee) own more
than fifty percent (50%) of the voting interests.  











    (e)        “Post-Termination
Exercise Period” means the period specified           in the Agreement, but not
less than thirty (30) days commencing on the date of           termination (other than
termination by the Company or any Subsidiary for Cause)           of the grantee’s
service, or such longer period as may be applicable upon           death or Disability.  



3.     Maximum
Number of Shares. The aggregate number of Ordinary           Shares that
may be issued and delivered pursuant to Awards granted under the           2008 Plan to
grantees resident in the State of California shall be ______           Ordinary Shares.
The aggregate number of Ordinary Shares that may be granted           pursuant to this
Addendum shall be subject to the adjustment provisions of           Section 17 of the
Plan, but shall not be subject to the automatic increases as           set forth in
Section 3(b) of the Plan.  



4.     Eligible
Persons. Awards hereunder may be made to any           employee, officer,
director and/or consultant of the Company or a Subsidiary.  



5.     Term
of Awards. The term of each Option shall be for such           period as
the Board shall determine, but not more than seven (7) years from the           date of
grant thereof or such shorter period as may apply pursuant to the           provisions of
Sections 10 and 12 of the 2008 Plan.  



6.     Transferability
of Awards. Incentive Stock Options may not           be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any           manner other than by
will or by the laws of descent or distribution and may be           exercised, during the
lifetime of the grantee, only by the grantee. To the           extent determined by the
Board, other Awards shall be transferable (i) by           will and by the laws of
descent and distribution and (ii) during the           lifetime of the grantee, to
the extent and in the manner authorized by the Board           by gift or pursuant to a
domestic relations order to members of the           grantee’s Immediate Family.
Notwithstanding the foregoing, the grantee may           designate one or more
beneficiaries of the grantee’s Award in the event of           the grantee’s
death on a beneficiary designation form provided by the           Board.  



7.     Post-Termination
Exercise Period.  



    (a)        In
the event of termination of a grantee’s service for any reason other           than
Disability or death, such grantee may, but only during the Post-Termination
          Exercise Period (but in no event later than the expiration date of the term of
          such Award as set forth in the Agreement), exercise the portion of the
          grantee’s Award that was vested at the date of such termination or such
          other portion of the grantee’s Award as may be determined by the Board.
The           grantee’s Agreement may provide that upon the termination of the
          grantee’s service for Cause, the grantee’s right to exercise the
Award           shall terminate concurrently with the termination of grantee’s
service.  



    (b)        In
the event of termination of a grantee’s service as a result of his or           her
Disability, such grantee may, but only within six (6) monthsfrom the
          date of such termination (or such longer period as specified in the Agreement
          but in no event later than the expiration date of the term of such Award as set
          forth in the Agreement), exercise the portion of the grantee’s Award that
          was vested at the date of such termination. To the extent that the
          grantee’s Award was unvested at the date of termination, or if grantee
does           not exercise the vested portion of the grantee’s Award within the
time           specified herein, the Award shall terminate.  



2







    (c)        In
the event of a termination of the grantee’s service as a result of his           or
her death, the grantee’s estate or a person who acquired the right to
          exercise the Award by bequest or inheritance may exercise the portion of the
          grantee’s Award that was vested as of the date of termination, within six
          (6) months from the date of death (or such longer period as specified in the
          Agreement but in no event later than the expiration of the term of such Award
as           set forth in the Agreement). To the extent that, at the time of death, the
          grantee’s Award was unvested, or if the grantee’s estate or a person
          who acquired the right to exercise the Award by bequest or inheritance does not
          exercise the vested portion of the grantee’s Award within the time
          specified herein, the Award shall terminate.  



8.     Term
of Addendum. This Addendum shall become effective upon           the
earlier to occur of its adoption by the Board or its approval by the
          shareholders of the Company. It shall continue in effect for a term of ten (10)
          years unless sooner terminated. Subject to Section 9 below, and Applicable
          Laws, Awards may be granted under this Addendum upon its becoming effective.  



9.     Shareholder
Approval. Continuance of this Addendum shall be           subject to
approval by the shareholders of the Company within twelve (12) months           before or
after the date this Addendum is adopted. Such shareholder approval           shall be
obtained in the degree and manner required under Applicable Laws. Any           Award
exercised before shareholder approval is obtained shall be rescinded if
          shareholder approval is not obtained within the time prescribed, and Ordinary
          Shares issued on the exercise of any such Award shall not be counted in
          determining whether shareholder approval is obtained.  



10.     Information
to Grantees. To the extent required by           Applicable Law, the
Company shall provide to each grantee, during the period for           which such grantee
has one or more Awards outstanding, copies of financial           statements at least
annually. The Company shall not be required to provide such           information to
persons whose duties in connection with the Company assure them           access to
equivalent information.  



3