Exhibit 4.4


 


Nano
Dimension Ltd.


(the
“Company”)


Employee
Stock Option Plan (2015)


 


		1.	Name
                                         and Purpose of the Plan



 


		1.1.	This
                                         Plan, adopted by the board of directors of Nano Dimension Ltd. (hereinafter – the
                                         “Company”), as may be amended from time to time, shall be called the
                                         “Nano Dimension Ltd. Employee Stock Option Plan (2015)” (hereinafter –
                                         the “Plan”).



 


		1.2.	The
                                         purpose of the Plan is to compensate and provide incentive to employees, officers, consultants,
                                         and service providers of the Company and its Affiliated Companies (if any, as such term
                                         is defined hereunder), whether existing now and/or in the future, including the Controlling
                                         Shareholders of the Company, for their contribution and efforts in developing the Company’s
                                         business, and to reinforce their corporate identity.



 


		1.3.	Grants
                                         under the Plan made to service providers in various jurisdictions may be subject to special
                                         conditions, as may be set forth in separate appendixes to this Plan as approved by the
                                         Company’s Board.



 


		2.	Definitions



 


The
following definitions shall apply to terms mentioned in the Plan:


 


“Option”
– an option issued under the Plan to purchase shares, while each option is exercisable into one ordinary share of the Company
(subject to adjustments) and subject to the provisions of this Plan.


 


“3(i)
Options” – Options the exercise of which is subject to the tax regime set forth in Section 3(i) of the Income
Tax Ordinance, allocated to persons who are not Eligible Participants.


 


“Choice
of Course” – the Company’s choice between two tax courses applicable to allocation of shares to employees
through a trustee (the Capital Gains Course or the Ordinary Income Course), which shall be reported to the tax authorities, and
according to which course Options shall be allocated under the Plan.


 






     

     

    

 


“Controlling
Shareholder” – as defined in Section 32(9) of the Ordinance.


 


“Board”
– the Company’s board of directors.


 


“Stock
Exchange” – the Tel Aviv Stock Exchange Ltd.


 


“Nominee
Company” – any nominee company chosen by the Company.


 


“Rules”
– the Income Tax Rules (Tax Benefits in Shares Issuance to Employees), 5763-2003.


 


“Director”
– a director appointed under Section 229 of the Ordinance, including the deputy director.


 


“Allocation
without a Trustee” – allocation to an Eligible Participant in accordance with Section 102(c) of the Income Tax
Ordinance that is not held in trust by the Trustee.


 


“Capital
Gains Course Allocation” – allocation to an Eligible Participant through a trustee, to which the Capital Gains
Course tax arrangement applies.


 


“Ordinary
Income Course Allocation” – allocation through a trustee, to which the Ordinary Income Course tax arrangement
applies.


 


“Allocation
through a Trustee” – allocation in accordance with Section 102(b) of the Income Tax Ordinance, while the Option
or Share being allocated is held for the Participant by a trustee, including Ordinary Income Course Allocations and Capital Gains
Course Allocations.


 


“Allocation
Agreement” – an agreement or other document defining the terms of a certain Allocation under the Plan, including
clauses in the employment agreement between the Company and the Participant that includes an undertaking to allocate Options.


 


“Allocation”
– an allocation of Options or Shares under the Plan. Every allocation shall be confirmed by an Allocation Agreement setting
forth the terms thereof.


 


“Company”
– Nano Dimension Ltd., and any succeeding entity.


 






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“Affiliated
Company” – any Employer Company, as defined in Section 102(a) of the Income Tax Ordinance.


 


“Companies
Law” – the Companies Law, 5759-1999, and its amendments.


 


“Shares”
– ordinary shares of the Company, par value NIS 0.1 each (subject to adjustments and/or technical changes to the Company’s
equity).


 


“Exercise
Shares” – shares resulting from the exercise of Options under the Plan.


 


“Capital
Gains Course” – the tax arrangement set forth in Sections 102(b)(2) and 102(b)(3) of the Income Tax Ordinance.


 


“Ordinary
Income Course” – the tax arrangement set forth in Section 102(b)(1) of the Income Tax Ordinance, whereby income
generated by the sale of Shares or the transfer thereof from the Trustee to an employee shall be taxed as ordinary income.


 


“Participant”
– any person receiving Allocation under the Plan and executing an Allocation Agreement.


 


“Eligible
Participant” – an employee of the Company or of an Affiliated Company, or an individual serving as director or
officer of the Company, but not a Controlling Shareholder.


 


“Trustee”
– a person or corporation appointed by the Company’s Board to serve as trustee, and who has been approved by the tax
authorities in accordance with Section 102 of the Ordinance.


 


“Income
Tax Ordinance” or “Ordinance” – the Income Tax Ordinance [New Version], 5721-1961, and all
rules, regulations, orders and decisions by virtue thereof, and all amendments thereto, and particularly the Rules (as defined
above), as may be amended from time to time.


 


“Control”
– as such term is defined in the Securities Law, 5728-1968.


 


“Plan”
– this plan.


 






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“Restriction
Period” – the period set forth in Section 102 of the Ordinance, or any other period required by the tax authorities
in connection with Allocation through a Trustee, during which Options allocated by the Company must be held by the Trustee for
the benefit of the Eligible Participant. As of the date of adopting this Plan, the Restriction Period for Ordinary Income Course
Allocations is 12 months from the date of allocating the Options, and the Restriction Period for Capital Gains Course Allocations
is 24 months from the date of allocating the Options.


 


		3.	Plan
                                         Administration



 


		3.1.	The
                                         Company’s Board is responsible for administering the Plan and for all actions required
                                         thereunder, including determining: (A) the identity of the Participants; (B) the number
                                         of Options in each Allocation; (C) Allocation dates; (D) vesting terms, exercise price,
                                         exercise period (including timetables and conditions for exercising the right to Options,
                                         including determining defined periods (such as Blackout Periods) during which exercise
                                         notices may not be served), the manner of exercise and other conditions that apply to
                                         certain Allocations; (E) the form of the Allocation Agreement or other documents related
                                         to Allocations; (F) limitations and conditions that apply to Options or their underlying
                                         Shares; (G) any other resolution necessary or related to the Plan, whether or not mentioned
                                         in this Plan, provided the terms of the Options previously granted shall not be prejudiced
                                         without the Participant’s consent; and any other matter necessary or fitting for
                                         arranging Allocations and/or for administering, clarifying, interpreting and implementing
                                         the Plan. Subject to the provisions of law, the Board’s interpretation of any section
                                         of the Plan is absolute and final.



 


		3.2.	Board
                                         members shall bear no liability for any action or decision made in good faith in connection
                                         with the Plan or for any Allocation made in accordance with the Plan.



 


		3.3.	The
                                         Company’s Board may delegate its authorities subject to the provisions of the Company’s
                                         articles of association and applicable law, provided that in any event the Board shall
                                         be entitled to exercise its authorities under the Plan even if such authorities have
                                         been delegated.



 






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		3.4.	Allocation
                                         of Options to officers of the Company shall be made in accordance with, and subject to
                                         the Company’s officers’ compensation policy set forth and adopted by the
                                         Company from time to time (“Compensation Policy”), save for instances
                                         where the authorized organs of the Company have determined Allocation can be made not
                                         in accordance with the Compensation Policy. Resolutions requiring approval of the Audit
                                         Committee and/or the Compensation Committee under applicable law, shall be approved by
                                         the Audit Committee prior to approval by the Board, and where necessary also by the Company’s
                                         general assembly.



 


		3.5.	The
                                         provisions of this Plan shall not derogate from the authorities of the Company’s
                                         Compensation Committee under applicable law and/or the Company’s compensation plan.



 


		4.	Eligibility
                                         to Participate in the Plan



 


		4.1.	Allocations
                                         under the Plan shall not be made to Board members or officers, unless such Allocations
                                         have been approved in accordance with the provisions of the Companies Law.



 


		4.2.	Subject
                                         to the provisions of Section 4.1 above and applicable law, Options can be allocated to
                                         Eligible Participants and to service providers of the Company and/or Affiliated Companies,
                                         regardless whether they are serving as directors or officers.



 


		4.3.	Subject
                                         to the provisions of applicable law, the Company’s Board shall determine the identity
                                         of those eligible to be Participants under the Plan. Eligibility for Allocation, its
                                         conditions, and the number of Shares or Options of each Allocation shall be determined
                                         by the organs authorized under law.



 


		4.4.	Eligible
                                         Participants are only entitled to receive Allocations through a Trustee or Allocations
                                         without a Trustee. Participants who are not Eligible Participants can only be allocated
                                         3(i) Options.



 


		4.5.	Granting
                                         Options to Participants under this Plan does not confer nor does it negate from the recipient
                                         the right to participate in other Option Allocations under the Plan or under any other
                                         option or share allocation plan of the Company or of its Affiliated Companies.



 






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		5.	Shares
                                         Designated for the Plan



 


The
Board is entitled to determine from time to time the number of Options and Shares designated for Allocations in the framework
of the Plan, and such number may be reduced or increased from time to time. Until termination of the Plan the Company shall reserve
a suitable number of Shares from its registered and unissued share capital for purpose of allocating the total number of Shares
underlying the Options that have been granted, subject to adjustments resulting from changes in the equity of the Company, as
set forth in Section 11 hereunder. Any such Shares that remain registered but unissued, and that upon termination of the Plan
are not underlying Options shall no longer be reserved for the Plan, however until termination of the Plan the Company shall at
all times reserve a suitable number of Shares in accordance with the requirements of the Plan. In the event Options granted in
accordance with the Plan expire or are cancelled prior to exercise, or in the event a Participant waives the exercise of such
Options, the underlying Shares that were not purchased shall be made available for the Plan and may be used including for allocation
to other Participants.


 


		6.	Allocation
                                         Agreement



 


		6.1.	The
                                         Company’s Board is entitled to approve Allocations to Participants under the Plan
                                         at its discretion and subject to the provisions of applicable law. Allocation terms shall
                                         be in accordance with the provisions of the Allocation Agreement in the form approved
                                         by the Board.



 


		6.2.	The
                                         Allocation date shall be the date determined by the Company’s Board upon Allocation,
                                         provided it does not precede the date of Board’s resolution, and in the absence
                                         of such determination shall be the date the Allocation was approved by the Board, and
                                         in any event subject to the provision of applicable law and any regulatory limitation
                                         relevant to the date of allocating the Options.



 






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		6.3.	The
                                         Allocation Agreement shall set forth, inter alia, the number of granted Shares
                                         or Options, the class of Shares or Options, special conditions for Allocation (if any),
                                         as determined by the Board. Similarly, the Allocation Agreement shall indicate whether
                                         the Allocation is an Allocation through a Trustee, an Allocation without a Trustee, or
                                         Allocation of 3(i) Options; and in the event of Allocation through a Trustee –
                                         it shall also indicate the applicable tax regime, i.e. Capital Gains Course or Ordinary
                                         Income Course.



 


		6.4.	In
                                         addition, the Allocation Agreement shall include consents and undertakings of the Participant
                                         as follows: (A) the Participant’s consent to all provisions of the Plan, including
                                         and without derogating from the generality of the aforementioned, its consent to bear
                                         all tax liabilities and other mandatory payments deriving from offering and allocating
                                         the Options, their exercise, transfer of the Options and/or Exercise Shares and/or Shares
                                         allocated including authorization of the Company to withhold at source (including if
                                         necessary – from the number of Options and/or Exercise Shares and/or Shares allocated,
                                         as applicable) any tax that applies as well as consent to indemnify the Company should
                                         it be sued for failure to pay such taxes. In the event that, at any time in the future,
                                         it is determined by any authorized tax authority and/or judgment that the Company is
                                         required to deduct tax for the Allocation prior to the Option exercise date, than the
                                         Participant undertakes to transfer to the Company, immediately upon its initial request,
                                         the amount of such tax liability; (B) undertaking to comply with the provisions of law
                                         prohibiting use of the Company’s inside information; (C) undertaking to comply
                                         with the provisions of Section 102 of the Ordinance, the Rules and the Plan; (D) the
                                         Participant’s undertaking to comply with the procedure for exercise of the Options
                                         and sale of the Exercise Shares, as agreed between the Company and the Trustee, the principles
                                         of which are specified in Sections 8 and 9 hereunder; (E) undertaking to release the
                                         Trustee from any liability with respect to any lawful and good faith action or decision
                                         in connection with the Plan or the Options allocated to the Trustee on behalf of the
                                         Participant or the Exercise Shares granted to it by virtue thereof; (F) instructions
                                         to the Trustee with respect to the manner of exercising the voting rights attached to
                                         the Shares resulting from exercise of Options during the Restriction Period.



 






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		7.	Choice
                                         of Course under Section 102



 


		7.1.	Subject
                                         to the provisions hereunder, Allocations made in accordance with Section 102, whether
                                         in the form of granting Options, equity compensation or Shares, shall be granted subject
                                         to: (A) Section 102(B)(2) of the Income Tax Ordinance – with respect to Capital
                                         Gains Course Allocations, or: (B) Section 102(B)(1) of the Income Tax Ordinance with
                                         respect to Ordinary Income Course Allocations. The Company’s choice of tax course
                                         for allocating Shares to employees through a trustee shall be reported to the tax authorities.
                                         In accordance with the provisions of Section 102, once the Company has reported its chosen
                                         course to the tax authorities, changing the Company’s chosen tax course shall only
                                         be permitted upon the lapse of at least 12 months from the end of the calendar year during
                                         which the first Allocation was made, according to the original choice of course. For
                                         avoidance of doubt, the Company’s choice shall not prevent it from making Allocations
                                         without a Trustee to Eligible Participants at any time.



 


		7.2.	Eligible
                                         Participants are only entitled to receive Allocations through a Trustee or Allocations
                                         without a Trustee. Participants who are not Eligible Participants are only entitled to
                                         receive 3(i) Options. The Allocation Agreement or the documents evidencing the grant
                                         of Options and/or Shares under the Plan shall indicate whether the Allocation is through
                                         a Trustee, without a Trustee, or 3(i) Options. In the event of Allocation through a Trustee,
                                         it shall also indicate whether Allocation is made under the Capital Gains Course or under
                                         the Ordinary Income Course.



 


		7.3.	Allocations
                                         through a trustee under this Plan can only be made upon the lapse of 30 days from filing
                                         the necessary reports to the tax authorities, and all subject to the provisions of the
                                         Income Tax Ordinance.



 


		8.	Terms
                                         of 102 Allocations Through a Trustee



 


		8.1.	The
                                         date set forth on the allocation notice delivered to the Participant shall be deemed
                                         the allocation date for every Allocation through a Trustee (hereinafter: the “Allocation
                                         Date”), provided the two following conditions are met: (A) the Company provides
                                         notice to the Trustee indicating such date being the Allocation Date; and (B) the Participant
                                         executes the Allocation Agreement and all documents required by the Company or the Trustee.



 






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		8.2.	The
                                         Allocation shall be deemed an Allocation through a Trustee in the event the Company,
                                         immediately pursuant to making the Allocation and in any event no later than the date
                                         determined by the tax authorities as updated from time to time: (A) notifies the Trustee
                                         of the Allocation and transfers to the Trustee a copy of the allocation resolution; and
                                         (B) submits the Allocation and the Allocation Agreement, including accompanying documents,
                                         to the Trustee as required by the tax authorities, and the Eligible Participant executes
                                         a confirmation in accordance with the provisions of Section 102 in the form required
                                         by the Trustee.



 


		8.3.	Upon
                                         making an Allocation through a Trustee the Trustee shall be allocated all the Options
                                         and/or Shares to be issued as result of exercising the Options, which shall be registered
                                         to the name of the Trustee and held by the Trustee in trust for the benefit of the Participant
                                         for the duration of the Restriction Period and thereafter, and the Shares resulting from
                                         exercise shall be held by the Trustee during the Restriction Period and thereafter whereby
                                         said Shares are registered in the Company’s books to the name of a nominee company,
                                         and held by a member of the Stock Exchange in a deposit maintained to the name of the
                                         Trustee, while only the Trustee shall have signatory rights in the deposit. Upon the
                                         lapse of the Restriction Period, the Trustee shall be entitled to transfer the Options
                                         or Shares (as applicable) to the Eligible Participant (through the nominee company),
                                         and/or sell them (including same day sale, to which the conditions set forth in Section
                                         9.10 hereunder shall apply), all or part, as instructed by the Participant, only if:
                                         (A) the Trustee received confirmation from the tax authorities whereby all taxes due
                                         under the Income Tax Ordinance has been paid, or if the Trustee and/or the Company or
                                         Affiliated Company actually deducted taxes due under the Income Tax Ordinance; and (B)
                                         all actions were completed and all confirmations obtained as required by law in connection
                                         with such transfer and/or sale.



 






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		8.4.	Any
                                         Allocation through a Trustee (whether according to the Capital Gains Course or the Ordinary
                                         Income Course) shall be subject to the relevant provisions of Section 102, the Income
                                         Tax Ordinance and the confirmation of the Assessing Officer, which shall constitute an
                                         integral part of the allocation terms, which in the event of discrepancy shall take precedent
                                         over the provisions of the Plan or the Allocation Agreement. All provisions of the Income
                                         Tax Ordinance, the regulations and rules thereunder as well as any confirmation or instruction
                                         of the tax authorities in accordance with Section 102 (even if not explicitly mentioned
                                         in the Plan or the Allocation Agreement) – shall be binding upon the Eligible Participants.
                                         The Trustee and any Eligible Participant receiving Allocation through a Trustee must
                                         comply with the provisions of the Income Tax Ordinance and shall be subject to all provisions
                                         of the trust agreement between the Company and the Trustee. In addition, the Eligible
                                         Participant hereby agrees to execute any document required by the Company or the Trustee
                                         for purpose of compliance with the provisions of applicable law, including Section 102.



 


		8.5.	During
                                         the Restriction Period, the Eligible Participant shall not be entitled to require the
                                         Trustee to release, transfer or sell the Options, Shares or other shares received pursuant
                                         to exercising rights deriving from Shares or Options (including bonus shares) to such
                                         Participant or to any third party, unless it is entitled to do so under Section 102 as
                                         set forth in the paragraph hereunder, and subject to applicable law.



 


Notwithstanding
the aforementioned, the Trustee is entitled, subject to receiving a written request and further subject to the limitations of
applicable law, to release and transfer such Shares to the Participant or to any third party, so long as the following two conditions
are met prior to such release or transfer: (A) all taxes due for release and transfer of the Shares by the Participant, the Trustee
or the Company were paid or deducted; and (B) the Trustee received written notice from the Company confirming that all conditions
necessary for said release and transfer have been satisfied in accordance with the Company’s articles of association, the
Plan, the provisions of the relevant agreement and applicable law. For avoidance of doubt, any sale, transfer or release of such
securities during the Restriction Period may result in tax consequences due to breach of the Restriction Period as set forth in
Section 102. In any event, and without derogating from the provisions of Section 13 hereunder, the Eligible Participant shall
be solely liable for all tax con sequences deriving from transfer to third parties as set forth in this Section.


 






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		8.6.	Without
                                         derogating from the aforementioned in Section 8.4, during the Restriction Period or prior
                                         to payment of tax or to securing payment of applicable tax, as set forth in Section 7
                                         of the Rules, according to the later to occur, the Options (including Exercise Shares
                                         received thereunder by the Trustee) shall not be transferred, assigned, pledged, attached
                                         or otherwise willfully encumbered, and no power of attorney or transfer deeds shall be
                                         granted thereunder, whether with immediate or prospective effect, save for transfer by
                                         will or by law; in the event of transfer of Options and/or Exercise Shares received thereunder
                                         and/or Shares allocated (if shares are allocated) by virtue of will or by law as set
                                         forth above, the provisions of Section 102 of the Ordinance and the Rules shall apply
                                         to the Participant’s heirs or transferees, as the case may be.



 


		8.7.	If
                                         Shares are held by a trustee on behalf of a Participant in the framework of this Plan,
                                         and the Company declares distribution of bonus shares and/or grants additional rights
                                         for the Shares, the provisions of this Plan shall apply to such bonus shares and/or rights.
                                         In addition, the commencement date of the Restriction Period for such rights shall be
                                         deemed the commencement date of the Restriction Period of the Allocation pursuant to
                                         which the bonus shares or additional rights were distributed. In the event of distribution
                                         of cash dividends for Shares held by the Trustee on behalf of the Eligible Participant,
                                         the Trustee shall transfer the income from the dividends to the Eligible Participant
                                         after lawfully deducting tax and mandatory payments.



 


		8.8.	In
                                         the event of exercising Options allocated through a trustee during the Restriction Period,
                                         the Shares resulting from such exercise shall be allocated to the name of the Trustee
                                         (and registered to the name of the nominee company) and held by it for the benefit of
                                         the Eligible Participant. If such Option is exercised after the end of the Restriction
                                         Period, the Eligible Participant may chose whether the Shares resulting from such exercise
                                         be: (A) allocated to the name of the Trustee, or (B) transferred directly to the possession
                                         of the Eligible Participant, provided the Participant first complies with the conditions
                                         of the Plan and subject to payment of tax according to the tax course, or (C) sold by
                                         the Trustee on behalf of the Participant according to the arrangements set forth in this
                                         Plan.



 






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		8.9.	Subject
                                         to the resolutions of the Board and obtaining confirmations from the tax authorities,
                                         the Trustee shall be conferred all powers according to Section 102 of the Ordinance and
                                         all other powers agreed between the Trustee and the Company in the trust agreement executed
                                         with the Company.



 


		8.10.	The
                                         Trustee shall be entitled to take measures it deems fit for purpose of withholding tax
                                         at source, as required by applicable law, due to exercise of the Options or sale of the
                                         Exercise Shares or transfer of the Exercise Shares to the Participant.



 


		8.11.	The
                                         Company shall provide the Trustee any information that is relevant to the Plan and to
                                         Allocations thereunder it requires.



 


		9.	Exercise
                                         of Options



 


		9.1.	Options
                                         may be exercised in accordance with the conditions by which they were granted, subject
                                         to the conditions of the Plan and as set forth in the Allocation Agreement, while each
                                         Option may be exercised into one ordinary share of the Company par value NIS 0.1 each
                                         (subject to adjustments).



 


		9.2.	The
                                         exercise price for each Share shall be the price determined by the Board at its sole
                                         discretion, upon granting the Options, and provided the Share price is not lower than
                                         the minimum price for exercising options set forth in the bylaws and guidelines of the
                                         Stock Exchange, at the time the Board adopts the resolution to grant, or at the time
                                         of exercise, and all subject to the provisions of the Compensation Policy with respect
                                         to the exercise price of Options.



 


		9.3.	Participants
                                         wishing to exercise Options, or any part thereof, shall deliver to the Company (with
                                         copy to the Trustee (except for in the event of Allocation without a trustee)) an exercise
                                         notice specifying the number of Options it wishes to exercise. The exercise notice shall
                                         be delivered together with full payment of the exercise price multiplied by the number
                                         of Options the Participate wishes to exercise, in cash or any other way as determined
                                         by the Company from time to time.



 






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		9.4.	The
                                         exercise notice may be amended or revoked only with the consent of the Company.



 


		9.5.	Options
                                         not exercised by the end of the exercise period shall immediately expire and not confer
                                         to its owner any rights whatsoever.



 


		9.6.	If
                                         the last date for exercising an Option is not a trading day, the last date shall be deferred
                                         to the next trading day immediately following.



 


		9.7.	Participants
                                         wishing to exercise Options into Exercise Shares as set forth above shall immediately
                                         execute, upon the Company’s first request and as a condition precedent for exercise
                                         of such Option, any document it is required to execute in accordance with the Plan, the
                                         Company’s articles of association and/or applicable law, in order to facilitate
                                         the exercise. Should the Participant fail to fully comply with all conditions for exercise
                                         of the Options, in a manner that is irremediable, than the exercise notice shall be deemed
                                         void and the exercise letters and funds attached to the exercise notice shall be returned
                                         to the Participant within two business days of the Company determining the notice is
                                         void.



 


		9.8.	Without
                                         derogating from the generality of the aforementioned in this Section 9, Options shall
                                         not be exercised on the effective date of distributing bonus shares, rights offering,
                                         distribution of dividends, capital consolidation, capital split or capital reduction
                                         (each a “Corporate Event”). In addition, should the X-day of a Corporate
                                         Event occur prior to the effective date of a Corporate Event, no conversion shall be
                                         made on such X-day. The limitations set forth in this Section 9.8 shall be in effect
                                         only so long as securities of the Company are traded on the Stock Market.



 






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		9.9.	Notwithstanding
                                         the provisions of Sections 9.1 and 9.3 above, and according to the selection of the Eligible
                                         Participant as set forth in Subsection 9.9.1 hereunder, if not set forth otherwise by
                                         the Board in the specific Allocation Agreement with respect to any of the Participants,
                                         the exercise of Options into Shares shall be carried out subject to receiving a pre-ruling
                                         from the tax authorities based on cashless exercise, whereby the Participants are not
                                         required to actually pay the exercise price, except for the par value (as defined hereunder),
                                         and the number of Shares actually allocated to the Participant shall be calculated according
                                         to the difference between:



 


(A)
The closing price of the Company’s Shares on the Stock Exchange on the last trading day preceding the exercise date, multiplied
by the number of Shares underlying the Options and with respect to which the exercise notice was provided, and between: (B) the
exercise price, multiplied by the number of Options with respect to which the exercise notice was provided.


 


Such
difference (if positive) shall constitute the value of the benefit to the Participant at the exercise date (“Benefit
Value”).


 


Hereunder
is the formula for calculating the number of Shares a Participant is entitled to based on cashless exercise:


 





	 	X
    =	Y(A
    - B)	 
	 	A	 



 


When:


 


X
– the number of Shares the Participant is entitled to as result of exercise of the Options.


 


Y
– the number of Options that can be exercised and which the Participant has asked to exercise.


 


A
– the closing price of the Company’s Shares par value NIS 0.1 each (subject to changes in par value in the event of
capital consolidation or split) on the trading day preceding the exercise date.


 


B
– the exercise price of each Option (subject to adjustments).


 


All
assuming the par value of the Company’s Shares on the exercise date remains NIS 0.1 (if not, the denominator of the fraction
shall be adjusted accordingly).


 






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		9.9.1.	It
                                         is clarified that using the cashless exercise mechanism shall be subject to the choice
                                         of the Participant, as set forth in its written notice to the Company, whereby the Eligible
                                         Participant may choose upon exercise between cashless exercise and ordinary exercise
                                         of the Options.



 


		9.9.2.	Immediately
                                         after the first trading day following receipt of the exercise notice, the Company shall
                                         inform the Participant of the partial number of Exercise Shares (as defined hereunder)
                                         the Participant is entitled to receive and of the par value sum the Participant must
                                         pay for such Allocations. On the first trading day after such notice, and subject to
                                         payment of the par value sum by the Participant, the Company shall allocate to the Participant
                                         (or to the Trustee on its behalf, as the case may be) such number of Shares with a market
                                         value according to the closing price of the Company’s Shares on the Stock Exchange
                                         on the trading day preceding the date of the exercise notice, equal to the Benefit Value,
                                         while such number of Shares shall be supplemented by an additional number of Shares for
                                         the par value paid by the Participant on each Share allocated to it or for it in exercise
                                         of the Options according to this Section (in this Section – number of Shares received
                                         from the aforementioned shall be referred to as the “partial number of Exercise
                                         Shares” and the sum of the par value for the number of the partial Exercise
                                         Shares shall be referred to as the “Par Value Sum”). In any event
                                         the Company shall not allocate fractions of Shares and any Share fraction resulting from
                                         the aforementioned calculation or resulting from the provisions of this Section shall
                                         be rounded (up or down, as the case may be) to the nearest whole Share.



 


		9.10.	Exercise
                                         Shares shall not be allocated until delivery to the Company of the exercise price and/or
                                         the par value of the Shares, as applicable, as well as all documents, confirmations and
                                         payments required from the Participant as a condition for exercising the Options. The
                                         Company shall allocate the Exercise Shares for Options converted by the Participant to
                                         the nominee company, on behalf of the Trustee, who shall hold them for the Participant,
                                         and the Trustee shall act with respect to the Exercise Shares in accordance with the
                                         provisions of the trust deed executed with it and the provisions of Section 102 of the
                                         Ordinance.



 






    15


     

    

 


		9.11.	Notwithstanding
                                         the provisions of Section 9.10 above, an Eligible Participant wishing to exercise Options,
                                         all or part, and sell the Shares resulting from such exercise, shall approach the Trustee
                                         (in the event of Allocation through a Trustee) with a written request to do so, in such
                                         form determined by the Company and/or the Trustee, which shall include inter alia
                                         the number of Options the participant wishes to Exercise. The Trustee shall deduct
                                         from the consideration received from the sale (A) the exercise price, or alternatively
                                         the Par Value Sum in the event of cashless exercise in accordance with Section 9.8 above
                                         and shall transfer such amount to the Company; and (B) the amount of tax due under the
                                         Income Tax Ordinance and other mandatory payments (including payments that apply to the
                                         Company, if any). The balance remaining after said deductions shall be transferred to
                                         the Eligible Participant, subject to completing all necessary actions and providing all
                                         necessary confirmations under applicable law in connection with such transfer and/or
                                         sale. For avoidance of doubt it is hereby clarified that an Eligible Participant shall
                                         not be entitled to approach the Trustee with a request to exercise Options, all or part,
                                         and to sale the Shares resulting from the exercise, as set forth above, should the anticipated
                                         consideration from the sale be lower than the amounts set forth in Subsections (A) and
                                         (B) above, and in such event this Section 9.11 shall not apply.



 


		9.12.	The
                                         Company shall act to allocate Shares immediately following exercise of Options and shall
                                         also act to register them for trade on the Stock Exchange, in accordance and subject
                                         to the bylaws and guidelines of the Stock Exchange. In accordance with the guidelines
                                         of the Stock Exchange the Company shall register the Exercise Shares resulting from exercise
                                         of the Options under this Plan to the name of a nominee company.



 


		9.13.	Until
                                         lawful allocation of the Exercise Shares the Participant shall not be entitled to vote
                                         or receive dividends or any other right conferred to shareholders in respect of such
                                         Shares.



 






    16


     

    

 


		9.14.	Subject
                                         to the provisions of Section 9.15 hereunder with respect to providing power of attorney
                                         to vote for the Exercise Shares, following exercise of Options into the Exercise Shares
                                         and until the rights in the Exercise Shares are registered to the name of the Participant
                                         in the Company’s shareholders’ registry, the Participant shall not be conferred
                                         any rights that are attached to the Exercise Shares.



 


		9.15.	So
                                         long as the Exercise Shares are held by the Trustee, the Trustee shall be deemed the
                                         owner of the Exercise Shares towards the Company and towards any third parties, including
                                         and without derogating from the aforementioned for purpose of receiving notices from
                                         the Company. Notwithstanding the aforementioned, the Trustee shall not personally have
                                         the voting rights attached to the Exercise Shares however it shall be entitled, subject
                                         to receiving suitable written request from a Participant, grant such Participant power
                                         of attorney to vote the Exercise Shares it is entitled to and which are held by the Trustee
                                         at the Company’s general assembly.



 


		9.16.	Subject
                                         to the provisions of law and/or agreement, the Company shall have preemptive rights to
                                         purchase any Shares resulting from exercise of Options by Participants having been allocated
                                         Options under this Plan, and this in the event of sale of the Exercise Shares by the
                                         Participant outside of trade on the Stock Exchange. Such preemptive rights shall apply
                                         for a period of 7 business days from the date the Participant provided notice to the
                                         Company and/or to the Trustee, as the case may be, with respect to its intentions to
                                         transfer and/or sell the Exercise Shares in its possession to a third party, including
                                         the identity of the third party and the terms of the sale (in this Section 9.16: the
                                         “Participant’s Notice”). Should the Company decide to exercise
                                         its preemptive rights, such preemptive rights shall be exercised on the same terms specified
                                         in the Participant’s Notice. Should the Company fail to respond to the Participant
                                         within 7 business days as of the date of the Participant’s Notice, the Participant
                                         shall be entitled to sell the Exercise Shares to the third party on terms specified in
                                         the Participant’s Notice and subject to complying with all its obligations under
                                         this Plan and/or the Allocation Agreement.



 






    17


     

    

 


		10.	Termination
                                         of Employment / Engagement as Service Provider (Options Cancellation / Expiration)



 


		10.1.	Validity
                                         of termination; exercise following termination. Except as provided otherwise in the
                                         Allocation Agreement, in the event of termination of the Participant’s employment
                                         with the Company, or the end of the Participant’s tenure as an officer or of its
                                         engagement as service provider, the Participant shall be entitled to exercise all the
                                         unexercised Options that have vested prior to the termination date during the period
                                         set forth in this Section (but no later than the end of the exercise period of the vested
                                         Options, as set forth in the Allocation Agreement or the Plan). Unvested Options upon
                                         termination of employment or upon the end of engagement between the Participant and the
                                         Company, as applicable, shall expire and not be exercisable. Should employment relations
                                         terminate for any reason prior to the vesting date of any Shares, the right to such Shares
                                         shall not vest. If a Participant decides not to exercise the Options that have vested
                                         during the period set forth hereunder upon termination of employment, ending tenure as
                                         an officer or ending the engagement, all Options shall expire and shall not confer any
                                         rights.



 


Unless
set forth otherwise in the relevant Allocation Agreement:


 


		(A)	In
                                         the event the Participant’s employment with the Company or an Affiliated Company
                                         is terminated, or it ceases providing services for any reason (save for instances specified
                                         in Subsections (B) and (C) hereunder, to which the provisions therein shall apply), Options
                                         vested prior to the date of termination may be exercised within the earlier of six months
                                         from the date of termination or the lapse of the Options period. Options unvested upon
                                         termination of employment shall expire and be void.



 






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		(B)	In
                                         the event the Participant’s employment with the Company is terminated “for
                                         cause” – Options shall not be exercised, whether or not vested, and the Options
                                         shall expire upon termination of employment. In this Plan, termination “for
                                         cause” means any of these: (1) committing an offence (by act or omission) causing
                                         damage to the Company or a flagrant offence; (2) breach of fiduciary duty or duty of
                                         care towards the Company by a Participant who is an officer; breach of confidentiality
                                         or non-compete undertakings towards the Company, or breach of any other material undertaking
                                         towards the Company; (4) termination of work due to the Participant’s conviction
                                         for committing a crime, fraud, Mala in Se conduct, and offences of comparable
                                         severity and/or conviction for any other flagrant offence.



 


		(C)	In
                                         the event the Participant’s employment with the Company is terminated due to loss
                                         of working capacity or death, Options vested prior to termination can be exercised until
                                         the earlier of: twelve (12) months from termination or the end of the Option period.



 


For
avoidance of doubt it is clarified that vesting shall cease upon termination of employment, including during the 6 month period
set forth in Subsection (A) above or during the 12 months set forth in Subsection (C) above.


 


		10.2.	Date
                                         of employment termination. Unless set forth otherwise in the relevant Allocation
                                         Agreement, for purpose of the Plan the “date of employment termination”
                                         (for any reason) shall be the date the Participant no longer receives wages from the
                                         Company, including the advanced notice period.



 


		10.3.	Unpaid
                                         leave. Unless the Board instructs otherwise and subject to applicable law, vesting
                                         of Allocations allocated under this Plan shall be suspended during any kind of unpaid
                                         leave.



 


		10.4.	Application
                                         to non-employee service providers. The provisions of this Section 10 shall apply
                                         mutatis mutandis to non-employee service provider Participants (consultants, contractors,
                                         non-employee officers, etc) upon termination of their engagement with the Company, and
                                         in such case any reference in this Section 10 to the date of employment termination shall
                                         be deemed to refer to the earlier of date of providing notice with respect to termination
                                         of the engagement or the date the engagement is actually terminated.



 






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		10.5.	Status
                                         change. Each of the following events shall not be deemed termination of employment
                                         or termination of engagement between the Participant and the Company or an Affiliated
                                         Company: (A) absence approved by the Company; (B) transfer from employment by the Company
                                         to employment by an Affiliated Company or vice versa; transfer from employment by an
                                         Affiliated Company to employment by another Affiliated Company; (C) change of status
                                         (employee changing to director, employee changing to service provider etc), provided
                                         the change does not affect the special conditions of the Allocation related to same service
                                         provider or employee.



 


		10.6.	The
                                         provisions of this Plan and the Option agreement with any Participant shall not be construed
                                         as an undertaking and/or consent on behalf of the Company and/or Affiliated Company to
                                         continue employing the Participant or continue engaging with the Participant as service
                                         provider, and the provisions of the agreement and/or the Plan shall not be construed
                                         as to confer to the participant any right to continue being employed by the Company and/or
                                         Affiliated Companies or to continue providing services to the Company and/or Affiliated
                                         Companies, or as limiting the right of the Company and/or Affiliated Company to terminate
                                         the employment of and/or engagement with the Participant at any time.



 


		10.7.	Expiration
                                         due to delisting. In the event the Company’s Shares are delisted for any reason,
                                         within 90 days from the date of delisting the Participant shall be entitled to exercise
                                         all the Options vested until the lapse of such 90-day period. After such date all Options,
                                         whether or not vested until such date, shall expire. During said 90-day period the closing
                                         price of the Company’s Shares for purpose of calculating the cashless exercise
                                         mechanism described in Section 9.8 shall be deemed the last known price of the Company’s
                                         Shares on the Stock Exchange prior to delisting.



 






    20


     

    

 


		11.	Adjustments



 


Upon
occurrence of the events set forth hereunder during the period between the date of allocating Options to a Participant under this
Plan and between the date of exercise, adjustments shall be made to the Participant’s rights as follow:


 


		11.1.	Technical
                                         adjustments to the Company’s equity. In the event the number of Shares in the
                                         Company changes as result of a split, consolidation etc, the number of Shares resulting
                                         from exercise of any Option shall be adjusted proportionally (without change in the exercise
                                         price). The manner of adjustment in such event shall be determined by the Board, and
                                         its determination shall be final and binding. Except where explicitly set forth otherwise,
                                         allocation of any class of shares shall not cause adjustment of the exercise price or
                                         number of Shares resulting from exercise.



 


		11.2.	Dividends.
                                         In the event of distributing dividends in cash or in kind by the Company to all its
                                         shareholders (including distribution approved by court in accordance with Section 303
                                         of the Companies Law, or any other applicable clause), while the effective date for eligibility
                                         to receive dividends (hereinafter – the “Effective Date”) occurs
                                         after the allocation date but prior to the exercise date, the exercise price of every
                                         Option not yet exercised into Shares of the Company on the Effective Date shall be reduced
                                         in the amount of the gross dividends per Share distributed by the Company (or the value
                                         of the dividends in case of distribution in kind), however in any event the exercise
                                         price shall not be lower than the par value of the Company’s Shares. Save for adjustment
                                         to the exercise price as set forth in this Section, distribution of dividends by the
                                         Company (in cash and/or in kind) shall not affect the number of Exercise Shares and not
                                         require the Company to perform any adjustment in connection with the Options and/or Exercise
                                         Shares. Such adjustment shall be subject to the bylaws and guidelines of the Stock Exchange
                                         in effect from time to time.



 


		11.3.	Bonus
                                         shares. In the event bonus shares are distributed, the number of Options granted
                                         but not yet exercised shall be adjusted, whereby the number of Shares the Option holder
                                         shall be entitled to as result of exercising the Options shall increase or decrease proportionally
                                         by such number of Shares of the same class the Participant would be entitled to as bonus
                                         shares had it exercised the Options held by it. It is clarified that so long as the Company’s
                                         securities are traded on the Tel Aviv Stock Exchange this method of adjustment shall
                                         not be altered.



 






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		11.4.	Rights
                                         issue. In the event, prior to exercising Options, the Company offers securities to
                                         its ordinary shareholders by way of rights, than with respect to Options not yet exercised
                                         until the effective date for purpose of the rights issue, there shall be no adjustment
                                         to the exercise price of the Options, rather the number of Shares resulting from exercise
                                         of each Option not yet exercised on the eligibility date for participating in the rights
                                         issue – shall be adjusted to the benefit component of the rights, as expressed
                                         by the difference between the Share price on the Stock Exchange on the last day of trade
                                         before the X-day and between the base price of the Shares prior to the rights issue (the
                                         aforementioned calculation shall be made in accordance with the guidelines of the Stock
                                         Exchange, as amended from time to time). Such adjustment shall be subject to the bylaws
                                         and guidelines of the Stock Exchange as in effect from time to time.



 


		11.5.	Mergers
                                         and acquisitions. In the event of merger or consolidation of the Company with or
                                         into another company, when the other company is the surviving entity, or when the Company
                                         is the surviving entity but at least 50% of the existing voting rights in the Company
                                         changed due to the merger; or in the event all or an absolute majority of the Company’s
                                         Shares are purchased by a third party; or sale of all or an absolute majority of the
                                         Company’s assets (hereinafter: “Transaction”), all Options shall
                                         be adopted or expire and exchanged automatically by alternate Allocations of the surviving
                                         entity.



 


In
such event, the number of alternate Options as set forth above shall be in accordance with the mechanism set forth in the merger
transaction for exchanging the Company’s Shares into shares of the surviving entity. Alternately, the Company’s Board
shall be entitled to determine, at its sole discretion, a different alternate consideration for the Options, as close as possible
to the exchange mechanism that applies to the shareholders of the Company so not to materially prejudice the financial equality
of the Options held by Participants immediately prior to the merger. All other provisions of this Plan, including with respect
to vesting and exercise of Options shall apply to the alternate options, or their consideration, mutatis mutandis.


 






    22


     

    

 


In
the event the surviving entity refuses to adopt or exchange the Options, the Company’s Board shall be entitled to determine,
at its sole discretion, the treatment of unexercised and/or unvested grants, or grants still subject to limitations at the time
of the Transaction, which may include one or more of the following possibilities: (A) acceleration of the vesting dates of all
or part of the Allocations to a date that is at least two days before the date of completing the Transaction, provided the exercise
and/or vesting of Allocations that would not have been exercisable had it not been for the Transaction shall be contingent upon
the actual completion of the Transaction, unless determined otherwise by the Board; (B) all, part or a certain category of Allocations
be cancelled and expire at the date of completing the Transaction in practice, while holders of Allocations shall receive in consideration
the value of the cancelled Allocations (if any) in cash, shares, securities or other assets, or any combination thereof, on terms
determined by the Board in its sole discretion (that may be based on the share price received or that should be received by the
other shareholders of the Company in such event); and/or (C) all, part or a certain category of unexercised Allocations, not yet
vested and/or still subject to limitations, be cancelled and expire at the date of completing the Transaction in practice, without
any consideration to their holders.


 


In
the event a Transaction is completed, and the Board determines in good faith that certain Shares have no pecuniary value and therefore
do not confer upon their owners any consideration in the framework of the Transaction, the Board shall be entitled to determine
that relevant Options expire upon the Transaction date.


 


		11.6.	Authority
                                         of the Board to make adjustments. The authority of the Board to interpret, determine,
                                         decide on making adjustments, shall be construed in a manner granting the Board the broadest
                                         possible authority, in order to grant the Board flexibility in interpreting and implementing
                                         the provisions of the Plan in the event of transactions of the Company or its shareholders,
                                         even without the explicit written consent of the Participants, whereby Allocation of
                                         Options under this Plan shall in no way present an obstacle to completing a Transaction,
                                         and in such manner than allows the Company’s Board to implement Allocation and
                                         exercise of Options in the event of amendment to the bylaws of the Stock Exchange or
                                         applicable law. The Board shall act in good faith so that Participants’ rights
                                         are not unfairly prejudiced as result of such decisions.



 






    23


     

    

 


		11.7.	Cancelled.



 


		11.8.	Share
                                         fractions. For avoidance of doubt, in the event of any change as set forth above
                                         in this Section 11, Participants shall not be entitled to exercise Options into Share
                                         fractions and the number of Shares each Participant is entitled to upon exercise of Options
                                         under the Plan shall be rounded (up or down, as applicable) to the nearest whole number.



 


		12.	Vesting



 


		12.1.	Subject
                                         to provisions pertaining to the Restriction Period and all other provisions of the Plan,
                                         unless set forth otherwise by the Board with respect to a certain Participant, as determined
                                         in the relevant Allocation agreement, each Option shall be exercisable according to the
                                         vesting schedule set forth in Section 12.2 hereunder.



 


		12.2.	Rights
                                         to Options shall vest according to their vesting periods, unless the grant agreement
                                         specifies a different vesting schedule, in which case the provisions of the grant agreement
                                         shall take precedent:



 


		12.2.1.	The
                                         first portion of the Options, constituting one third (1/3) of the number of Options allocated
                                         to the Participant can be exercised from the lapse of 12 months from the actual allocation
                                         date;



 


		12.2.2.	The
                                         second portion of the Options, constituting one third (1/3) of the number of Options
                                         allocated to the Participant, shall vest on a quarterly basis upon the lapse of 12 months
                                         from the actual allocation date, in four equal parts, whereby at the end of each quarter
                                         1/12 of the Options allocated to the Participant shall vest and every such amount shall
                                         be exercisable as of it vesting date.



 






    24


     

    

 


		12.2.3.	The
                                         third portion of the Options, constituting one third (1/3) of the number of Options allocated
                                         to the Participant, shall vest on a quarterly basis upon the lapse of 24 months from
                                         the actual allocation date, in four equal parts, whereby at the end of each quarter 1/12
                                         of the Options allocated to the Participant shall vest and every such amount shall be
                                         exercisable as of it vesting date.



 


		12.3.	Acceleration
                                         of the vesting period



 


		12.3.1.	In
                                         the event the Participant’s employment with the Company is terminated, due to or
                                         incidentally to: (i) change of control in the Company, or (ii) merger of the Company
                                         resulting in a change of control in the Company, or (iii) reorganization that is defined
                                         by the Company’s Board as an event accelerating the vesting period, than the vesting
                                         period of the next portion of such participant’s Options shall accelerate and it
                                         shall be entitled to exercise it in accordance with the provisions of Section 10 above.
                                         For example, in the event of termination of a Participant’s employment with the
                                         Company for the reasons mentioned above during the second year after Allocation, vesting
                                         of the second portion of Options shall accelerate while such Participant’s third
                                         portion shall expire.



 


		12.3.2.	The
                                         Compensation Committee and the Board shall be entitled, at any time and at its sole discretion,
                                         to determine additional provisions regarding acceleration of the vesting period with
                                         respect to the grants or part of them, or with respect to removing limitations pertaining
                                         to exercise, and all subject to applicable law.



 


		12.4.	Options
                                         shall not be exercisable after the Expiration Date, as defined in Section 13.1 hereunder.



 


		13.	The
                                         Exercise Period



 


		13.1.	Unless
                                         the Board determined otherwise, Participants shall be entitled to exercise each portion
                                         of vested Options into the Company’s Shares, beginning on the vesting date of each
                                         portion and until the lapse of four (4) years from the vesting date of such portion as
                                         set forth above (hereinafter with respect to vested Options: the “Exercise Period”
                                         and the “Expiration Period”, respectively), except if the Options
                                         or part of them expired prior to the end of the Exercise Period and all in accordance
                                         with the provisions of Section 10 above. All Options granted to Participants and not
                                         exercised into the Company’s Shares by the end of the Exercise Period shall expire
                                         and cease to be exercisable under this Plan and all the rights of such Participants with
                                         respect to such Options shall be void.



 






    25


     

    

 


		13.2.	Options
                                         may be exercised by Participants at any time, in full or in part, from time to time,
                                         provided the vesting date has been reached and provided the vesting conditions set forth
                                         in the grant agreement have been fulfilled, and before the lapse of the Exercise Period,
                                         as set forth above. Unless set forth otherwise in the grant agreement of the Options,
                                         a condition for vesting each portion of Options is that the vesting date preceded termination
                                         of the employment relations (or engagement), as defined in Section 10.2 above.



 


		14.	Non-transferability



 


		14.1.	So
                                         long as the Trustee holds the Options and/or Exercise Shares for the benefit of the Eligible
                                         Participant, the rights of such Participant in the Options and/or Shares shall be personal
                                         rights that shall not be transferred, assigned, pledged, attached and/or given rights
                                         therein to any third party except by inheritance or operation of law. Any such action,
                                         direct or indirect, with immediate or prospective affect, shall be void.



 


		14.2.	Shares
                                         that are not fully paid up may not be transferred, assigned, pledged and/or attached
                                         except by inheritance or operation of law. For avoidance of doubt, the aforementioned
                                         shall not limit transfer of the Participant’s rights with respect to Options or
                                         Shares that can be purchased pursuant to exercise following the death of the Participant
                                         to its estate or its heirs by will or operation of law, which such rights shall be determined
                                         in accordance with Section 10.1 above, or as determined by the Board.



 






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		15.	Period
                                         of the Plan



 


		15.1.	This
                                         Plan shall be in effect for a period of ten (10) years from its approval by the Company’s
                                         Board, unless the Company’s Board decides on earlier terminate. For avoidance of
                                         doubt it is clarified that no Options shall be allocated under this Plan during the period
                                         later than 10 years from the date this Plan was approved by the Company’s Board,
                                         however the provisions of the Plan shall continue to apply to Options granted under the
                                         Plan (even if the 10-year period from the date of approval has lapsed) until the Expiration
                                         Date of the Options in accordance with the Allocation Agreement.



 


		15.2.	Notwithstanding
                                         the provisions of the Plan, the Board is entitled, at any time, to change, suspend or
                                         cancel, retroactively or otherwise, the entire Plan or a part thereof (including any
                                         change meant to ensure the Company is in compliance with the provisions of law), provided
                                         that save for amending copying errors, amendment deriving from the requirements of applicable
                                         law or as explicitly set forth in the Plan, the rights of Participants with respect to
                                         Allocations granted to them prior to the change, suspension or cancellation shall not
                                         be prejudiced without the consent of such Participants. The Board is entitled to change
                                         the terms of Allocations granted to Participants, in retroactively or prospectively,
                                         provided that save for amending copying errors, amendment deriving from law, applicable
                                         accounting principles or as explicitly set forth in the Plan, the rights of Participants
                                         with respect to Allocations granted to them prior to the change shall not be prejudiced
                                         without the consent of such Participants.



 


		15.3.	Notwithstanding
                                         the provisions of the Plan, the Board is entitled to perform the following actions: (A)
                                         increase the number of Shares that may be issued according to the Plan; (B) extend the
                                         validity of the Plan; (C) materially expand eligibility to participate in the Plan; (D)
                                         expand the class of Options and/or benefits provided in the framework of the Plan.



 






    27


     

    

 


		16.	Tax
                                         Consequences



 


		16.1.	The
                                         Participants shall be solely liable for any tax consequences deriving from Allocation
                                         of Options and/or Shares in the framework of this Plan, exercise of any Option, sale
                                         or transfer of Shares or from any other event or activity (of the Company and/or its
                                         Affiliated Companies and/or the Trustee and/or the Participant) related to Allocation
                                         of Options or to Shares allocated under this Plan. The Company and/or its Affiliated
                                         Companies and/or the Trustee shall deduct tax as required by the Income Tax Ordinance
                                         and any applicable laws, regulations and rules. The Participants agree to indemnify the
                                         Company and/or its Affiliated Companies and/or the Trustee, and to release them from
                                         any liability for payment of any tax, fine or interest, including, and without limiting
                                         the generality of the aforementioned, any expense or payment related to the obligation
                                         to withhold tax at source from any payment made to the Participants or for any act related
                                         to Allocation, exercise, sale or transfer of Shares and/or Options.



 


		16.2.	The
                                         Company or any Affiliated Company and the Trustee may determine conditions and take any
                                         action that according to their discretion is necessary or fit for purpose of deducting
                                         the tax that must be deducted in accordance with applicable law with respect to Allocations
                                         made under the Plan, as well as with respect to exercise, sale, transfer of any Allocation
                                         and/or Option and/or Share, including, and without derogating from the generality of
                                         the aforementioned: (A) deducting the amount necessary from any other amount that must
                                         be paid now or in the future to any Participant, including by deducting the necessary
                                         amount from the salary of the Participant or from other amounts it is entitled to, up
                                         to the maximum amount permitted by law, and/or (B) requiring Participants to pay to the
                                         Company or Affiliated Company the amount that must be deducted as a condition for allocation,
                                         delivery and/or release of the Shares, and/or (C) cause the exercise of Options and/or
                                         sell the Shares held by or on behalf of Participants in order to pay such liability.
                                         In addition, Participants shall be required to pay any amount that exceeds the tax deducted
                                         and transferred to the tax authorities, subject to applicable law.



 


		16.3.	With
                                         respect to Allocation without a Trustee, in the event any Eligible Participant ceases
                                         being an employee or officer of the Company or of any Affiliated Company, the Eligible
                                         Participant shall provide to the Company and/or such Affiliated Company collateral or
                                         surety to the satisfaction of the Company, for payment of the tax required upon sale
                                         of the Shares, all subject to the provisions of Section 102 of the Income Tax Ordinance
                                         and the Rules.



 






    28


     

    

 


		16.4.	The
                                         aforementioned does not purport to be an authorized interpretation of the provisions
                                         of law mentioned above, nor does it purport to be an exhausting description of all provisions
                                         of law pertaining to the taxes that may apply in connection with the Options offered
                                         to Participants, and does not substitute legal and professional consultation in such
                                         regard. Each Participant is urged to consult with a tax advisor with respect to the tax
                                         consequences deriving from receipt and/or exercise of any Allocation under this Plan.



 


		17.	Compliance
                                         with the Law



 


Shares
shall not be Allocated pursuant to exercise of Options or in connection with other Allocations, unless the exercise of the Options
or grant of Allocations, and Allocation of Shares were carried out in accordance with the provision of applicable law, including
securities law and the professional guidelines of the Stock Exchange.


 


		18.	General
                                         Provisions 



 


		18.1.	Adoption
                                         of the Plan by the Board shall not be construed as limiting authority of the Board to
                                         adopt other incentive arrangements as it deems fit, including granting additional Options
                                         and/or Shares and/or other securities not under the Plan, and such arrangement may apply
                                         in general or in certain instances.



 


		18.2.	The
                                         terms of each Option may be deferent than other Options simultaneously granted under
                                         the Plan. The Company’s Board is entitled to grant more than one Option to any
                                         Participant during the period of the Plan, whether in addition or substitution of one
                                         or more other Options granted to such Participant.



 


		18.3.	Any
                                         income or profit attributed (or purported to be attributed) to any Participant for Options
                                         or Shares under this Plan, shall not be deemed part of such Participant’s salary
                                         for all intents and purposes (except for purpose of deducting tax and other mandatory
                                         deductions) and shall not be taken into account while calculating the basis for the Participants
                                         entitlement towards the Company to receive any social benefits (including, severance,
                                         social allocations, pension, etc) or other rights or benefits deriving from the employment
                                         relationship.



 


		19.	Applicable
                                         Law and Jurisdiction



 


The
laws of the State of Israel shall apply to the Plan and any document issued now or in the future in connection with or in the
framework of the Plan.


 


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