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Exhibit 4.10  




TOWER SEMICONDUCTOR
LTD.  

INDEPENDENT DIRECTORS
SHARE OPTION PLAN 2007  



A PLAN UNDER SECTION
102 OF THE INCOME TAX ORDINANCE AND 
THE UNITED STATES INTERNAL REVENUE CODE OF 1986 




	1.  	Name
and Purpose: 






	 	1.1 	This
plan, as amended from time to time, shall be known as the Tower Semiconductor Ltd.
Independent Directors Share Option Plan 2007 (the “Plan”). 






	 	1.2 	The
purpose and intent of the Plan is to provide incentives to directors of Tower
Semiconductor Ltd. (the “Company”) , who are not affiliated with its
major shareholders, who are not a major shareholder and are not employees of the Company
(each an “Independent Director”), by providing such Independent
Directors with options (“Options”) to purchase ordinary shares (“Ordinary
Shares”) of the Company, and was approved by the Company’s Board of
Directors (the “Board”). Options under this Plan may be granted either
(i) pursuant to the provisions of Section 102 (“Section 102”) of the
Israeli Income Tax Ordinance (New Version), 1961 as amended from time to time, the Law
Amending the Income Tax Ordinance (Number 132) 2002 (as amended, the “Ordinance”)
and the rules promulgated thereunder (the “Rules”); or (ii) pursuant to
the United States Internal Revenue Code of 1986, as amended (the “Code”). 






	 	1.3 	The
Plan shall become effective upon its approval by the Company’s shareholders (the “Effective
Date”). 






	2.  	Scope: 






	 	
The
total number of Options that may be granted under this Plan is 900,000. Each Option shall
be exercisable into one Ordinary Share of the Company (nominal value NIS 1.00 per share)
(the “Underlying Share”). 






	3.  	Options
granted under Section 102: 






	 	
Options
granted pursuant to Section 102(b) shall be either (a) capital gains track options under
Section 102(b)(2), in which income resulting from the sale of Underlying Shares is taxed
as capital gain (“102 Capital Gains Track Options”), or (b) ordinary
income track options under Section 102(b)(1), in which income resulting from the sale of
Underlying Shares is taxed as ordinary income (“102  Ordinary Income Track
Options”; together with 102 Capital Gains Track Options, “102 Trustee
Options”). Pursuant to the Company’s election filed with the Israeli Income
Tax Authorities to issue 102 Capital Gains Track Options under the Company’s Employee
Share Option Plan 2003/1, the Company may currently grant only 102 Capital Gains Track
Options. The Company may change such election, following the approval of the Board, all in
accordance with the provisions of Section 102(g) of the Ordinance. 






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	4.  	Options
granted under the Code: 






	 	
Options
granted to US residents shall be Non-qualified Stock Options.  






	5.  	Eligible
Grantees: 






	 	5.1. 	On
the Effective Date (also the “Initial Grant Date”), each
               Independent Director, shall be granted such number of Options that shall
equal                one hundred and fifty thousand (150,000) less the number of options
to purchase                Ordinary Shares held by such Independent Director as of the
Initial Grant Date                and which, as of the Initial Grant Date, have not
vested. 






	 	5.2. 	In
the event that, after the Initial Grant Date, a new Independent Director is
               appointed in any manner prescribed by the Company’s Articles of
Association                (the date of such appointment, the “Subsequent Grant
Date”),                each such Independent Director shall, in the absence of a
decision by the Board                to the contrary, be granted one hundred and fifty
thousand (150,000) Options to                purchase Ordinary Shares (“Subsequent
Options”). 






	 	5.3. 	Upon
each 36 month anniversary of a previous grant of options to an Independent
               Director under this Plan (each a “Tenure Grant Date”),
each                such Independent Director shall, in the absence of a decision by the
Board to                the contrary, be granted an additional one hundred and fifty
thousand (150,000)                Options (“Tenure Options”). 






	 	5.4. 	Other
than as set forth above, the grant of an Option to an Independent Director
               (each referred to as a “Grantee”) hereunder shall neither
               entitle such Grantee to participate, nor disqualify him/her from
participating,                in any other grant of Options pursuant to this Plan or any
other share incentive                or share option plan of the Company. 






	6.  	Options: 






	 	6.1. 	102
Trustee Options may be granted from the later of (i) the Effective Date; or
               (ii) 30 (thirty) days from the filing of this Plan with the Israeli Income
Tax                Authorities in accordance with applicable law. 






	 	6.2. 	Options
granted under the Code may be granted from the Effective Date. 






	 	6.3. 	Options
may be granted until 10 (ten) years from the Effective Date. 






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	 	6.4. 	Options
shall be granted by issuance of an Option letter to a Grantee stating,
               inter alia, the number of Underlying Shares, the dates when the Options
may be                exercised, the Option exercise price and such other terms and
conditions at the                discretion of the Board, provided that they are
consistent with this Plan and                with applicable law (the “Option
Letter”). The Option Letter                shall also list the date of grant of
the respective Options (the “Date                of Grant”). 






	 	6.5. 	The
Options will not be listed in any stock exchange and are not transferable
               (except to a Grantee’s legal heirs or estate). 






	 	6.6. 	Grantees
shall have no right to vote or receive dividends (subject to Section                12.1)
or any other rights of a shareholder prior to his/her exercise of the
               Options and until the issuance of the share certificate evidencing the
               Underlying Shares. 






	7.  	Vesting
and Exercise of Options: 






	 	7.1. 	Options
shall vest and become exercisable as set forth in the Option Letter. 






	 	7.2. 	The
consideration to be paid for the Underlying Shares, including the method of
               payment, shall be determined by the Company and may consist entirely of
               (1) cash, (2) check (provided payment has cleared), or
               (3) cashless in the case of same day sale. The procedure for exercise
of                the Options shall be provided to each Grantee together with the Option
Letter.                The Company may change the procedures for exercise of the Options
at its                discretion, by giving notice thereof to the Grantees. 






	 	7.3. 	Unless
earlier terminated in accordance with Section 11 below, if any Option has
               not been exercised within ten (10) years after the date on which the
Initial                Options, Subsequent Options and Tenure Options, as applicable,
first vested,                such Option shall immediately terminate and all of such
Grantee’s interests                in and rights to such Option shall immediately
expire. 






	8.  	Options’ Exercise
Price:






The purchase price in $US of each
share will be the closing sales price of the Company’s shares as reported by NASDAQ
or the principal national securities exchange upon which the Company’s shares are
listed or traded on the last market trading day prior to the Initial Grant Date,
Subsequent Grant Date or Tenure Grant Date, as applicable (but no less than the nominal
value of the Underlying Shares), unless otherwise determined by the Board and set forth in
the Option Letter. 



To avoid doubt, Options designated as
102 Capital Gains Track Options whose exercise price is less than the “102 Fair
Market Value” (as defined below), shall be subject to Section 102(b)(3) of the
Ordinance. 



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“102 Fair Market
Value” shall mean with respect to 102 Capital Gains Track Options only, and for
the sole purpose of determining tax liability pursuant to Section 102(b)(3) of the
Ordinance, the average value of the Company’s shares on the thirty (30) trading days
preceding the Date of Grant. 



	9.  	Trustee;
Required Holding Periods: 






	 	9.1. 	All
102 Trustee Options and the Ordinary Shares underlying such Options will be
               held in trust by David H. Schapiro Legal Services (the
               “Trustee”) in accordance with Section 102 and the
regulations,                rules, orders and procedures promulgated thereunder with
respect to Israeli                residents; in addition, the Board may choose to deposit
non-102 Trustee Options                and/or the Ordinary Shares underlying such Options
with the Trustee. 






	 	9.2. 	The
102 Trustee Options and the Underlying Shares shall be held by the Trustee
               for the requisite period prescribed by the Ordinance and the Rules, or
such                other period as may be required (the “Required Holding Period”)
               and the Grantees shall not be entitled to sell or otherwise dispose of the
               Underlying Shares purchasable upon the exercise of such 102 Trustee
Options                during the Required Holding Period, unless permissible and in
accordance with                the Ordinance and the Rules. 






	 	9.3. 	The
Trustee and each Grantee shall comply with the applicable laws and the terms
               and conditions of the Trust Agreement entered into between the Company and
the                Trustee. 






	 	9.4. 	In
the event that the Company issues securities as bonus shares                (maniyot hatava)
or performs a                share split or a similar dissolution, such bonus shares or
other similar rights                on shares which derive from 102 Trustee Options shall
be subject to the                provisions of this Section 9 and the Required Holding
Period for such bonus                shares or other similar rights shall be measured
from the commencement of the                Required Holding Period for the 102 Trustee
Options. All such bonus shares                and/or other similar rights shall be held
by the Trustee in accordance with                Section 102 and the regulations, rules,
orders and procedures promulgated                thereunder with respect to Israeli
residents. 






	 	9.5. 	The
Trustee shall not exercise the voting rights vested in the Underlying
               Shares, unless the Trustee believes, after consulting with the Company’s
               Compensation and Options Committee (or another committee given such
authority by                the Board, or in the absence of a committee, the Board) and
the Grantees who                hold a majority of the issued Options, that said rights
should be exercised for                the protection of the Grantees as a minority among
the Company’s                shareholders. 






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	 	9.6. 	The
Company shall be entitled to replace the Trustee with another appointee from
               time to time and shall notify the Grantees of such replacement. 






	10.  	Reserved
Shares:






	 	10.1. 	The
Company has reserved 900,000 authorized but unissued Ordinary Shares
               (nominal value NIS 1.00 per share) for purposes of the Plan, subject to
               adjustments as provided in Section 12 below. If any Options granted under
the                Plan terminate, expire or otherwise cease to exist, they shall be
available for                re-grant under this Plan. 






	 	10.2. 	The
Company will maintain a sufficient quantity of Ordinary Shares, NIS 1.00
               nominal value, in its registered capital and shall increase said quantity
as                appropriate to allow for the exercise of the Options under the Plan.







	11.  	Termination
of Service: 






	 	
Unless
set forth otherwise in the Option Letter:  






	 	11.1. 	Upon
resignation or removal (other than for Cause (as defined below)) of a
               Grantee from the Board or failure of a Grantee to be reelected by the
               shareholders of the Company as a director of the Company: (i) any vested
Initial                Option, Subsequent Option and/or Tenure Option will expire two (2)
years from                such date; and (ii) any unvested Initial Options, Subsequent
Options and Tenure                Options shall immediately expire. 






	 	11.2. 	Upon
removal of a Grantee from the Board for Cause, all vested and unvested
               Initial Options, Subsequent Options and Tenure Options shall immediately
expire. 






	 	
“Cause”
shall exist if a Grantee: (i) engages in willful misconduct or acts in bad faith
including, without limitation, a breach of fiduciary duties or duties of care to the
Company; (ii) commits or is convicted of a felony or any other criminal act involving
moral turpitude; or (iii) commits any act or omission that constitutes “cause”
under the laws of the primary jurisdiction in which the Company conducts its business at
the time of such act or omission. 






	12.  	Adjustments: 






	 	12.1. 	In
the event that the Company shall issue any of its Ordinary Shares or other
               securities as bonus shares (maniyot hatava),
each Grantee who has been granted Options as of                such date shall, upon
exercising his/her Options, be entitled to receive, for                the purchase price
payable upon such exercise, bonus shares at no additional                cost, in an
amount and of such class, as the Grantees would have received had                they
been the holders of the Underlying Shares at the time the Company issued
               such bonus shares. No fractional shares will be issued under this Section.
The                Company may aggregate and sell all fractional shares and will be
entitled to the                proceeds of the sale thereof. 






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	 	12.2. 	If
securities of any kind are offered to the Company’s shareholders by
               means of a rights offering, the exercise price of the Options will not be
               adjusted, however, the number of Underlying Shares will be increased to
take                into account the element of economic benefit of the rights issue
               (“markiv hahatava”),
as is represented by the ratio                between the price per share of the Company’s
Ordinary Shares on the                effective date of the future rights offering and
the base price per share of the                Company’s Ordinary Shares that is
established by the Tel-Aviv Stock                Exchange (the “TASE”)
on the following trading day. If the TASE                does not establish a base price
per share of the Company’s Ordinary Shares,                no adjustment in the
number of Underlying Shares issuable upon exercise of the                Options will be
made with respect to such future rights offering. 






	 	12.3. 	If
the Company consolidates its Ordinary Shares, NIS 1.00 nominal value, into
               shares with a higher nominal value, or if it splits them into a larger
number of                shares having a lower nominal value, the number of Underlying
Shares issued upon                exercise of the Options will be adjusted as
appropriate. 






	 	12.4. 	In
the event that the Company is a party to any agreement or arrangement in
               which the holders of the Company’s ordinary shares are offered the
               opportunity to exchange their shares for the securities of any other
               corporation, such as a merger or reorganization (the “Exchange
               Transaction”), the Company will endeavor to cause such other
               corporation to issue such securities as those offered to the Company’s
               ordinary shareholders to any Grantee who exercises his/her Options, as if
said                Grantee was the holder of the Underlying Shares on the determining
date in                connection with the Exchange Transaction. 






	 	12.5. 	Voluntary
Liquidation: In the event of a decision to voluntarily                liquidate the
Company, each Grantee will be (i) deemed to have exercised his/her                vested
and exercisable Options immediately prior to such decision; and (ii)
               entitled to payment equal to the amount that he/she would receive in
liquidation                if he/she were a holder of the Underlying Shares immediately
prior to the                decision to voluntarily liquidate less the exercise price. 






	 	12.6. 	The
Board, or a committee thereof, is authorized to implement all adjustments
               and execute the required calculations, pursuant to the principles in this
               Section 12. 






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	13.  	Continuation
of Service:






	 	
Neither
the Plan nor the Option Letter shall impose any obligation on the Company to continue
receiving services from a Grantee or to appoint or nominate the Grantee as a director of
the Company. 






	14.  	Application
of Funds: 






	 	
The
proceeds received by the Company from the sale of Underlying Shares will be used for
general corporate purposes of the Company or any subsidiary thereof. 






	15.  	Tax
Consequences: 






	 	15.1. 	Any
tax consequences arising from (i) the grant or exercise of any Option, (ii)
               the issuance of Underlying Shares and payment therefor, (iii) the sale,
transfer                or exchange of Underlying Shares, or (iv) any other event or act
of the Company                or Grantees hereunder, and any commissions and other
expenses related thereto,                shall be borne solely by the Grantees. The
Company, any of its Subsidiaries                and/or the Trustee may withhold any
taxes, expenses and commissions as required.                The Grantees agree to
indemnify the Company, any of its subsidiaries and/or the                Trustee and hold
them harmless from and against any and all liability for any                such tax
consequences, commissions, expenses or interest or penalty thereon,
               including without limitation, liabilities relating to the necessity to
withhold,                or to have withheld, any such tax from any payment made to the
Grantees. 






	 	15.2. 	The
Grantees will confirm in writing that they (1) understand that the Options
               are granted pursuant to the Plan under Section 102 and the Code, as
applicable,                (2) are aware of the taxation track that applies thereto, and
(3) undertake not                to exercise the Options prior to the end of the Required
Holding Period, unless                otherwise permitted. 






	16.  	Administration: 






	 	16.1. 	The
Plan will be administered by the Board, or, at the Board’s discretion,
               a committee thereof. 






	 	16.2. 	No
member of the Board, or a committee thereof, shall be liable for any action
               or determination made in good faith with respect to the Plan or any Option
               granted hereunder. 






	17.  	Amendment
and Termination of the Plan: 






	 	
Subject
to applicable law, the Board may, at any time, terminate or amend the Plan in any respect. 






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	18.  	Governing
Law: 






	 	18.1. 	The
Plan and all instruments issued hereunder in connection with Options granted
               pursuant to Section 102 shall be governed by, and interpreted in
accordance                with, the laws of the State of Israel. 






	 	18.2. 	The
Plan and all instruments issued hereunder in connection with Options granted
               pursuant to the Code shall be governed by, and interpreted in accordance
with,                the laws of the State of California. 






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