EXHIBIT
10.1

    
       

      
        

      

    

     

    MEDGENICS
INC.

     

    THE
2001 ISRAELI STOCK OPTION PLAN

     

    (Amended
as of July 7, 2003 in compliance with Amendment No. 132 of the

    Israeli
Tax Ordinance, 2002)

     

     

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ISRAELI
STOCK OPTION PLAN

     

    
      
        

      

    

     

    TABLE
OF CONTENTS

     

    
      
        
          	
                  1.

                	
                  PURPOSE
      OF THE ISOP

                	 
      	
                  1

                
	
                  2.

                	
                  DEFINITIONS

                	 
      	
                  1

                
	
                  3.

                	
                  ADMINISTRATION
      OF THE ISOP

                	 
      	
                  5

                
	
                  4.

                	
                  DESIGNATION
      OF PARTICIPANTS

                	 
      	
                  7

                
	
                  5.

                	
                  DESIGNATION
      OF OPTIONS PURSUANT TO SECTION 102

                	 
      	
                  7

                
	
                  6.

                	
                  TRUSTEE

                	 
      	
                  7

                
	
                  7.

                	
                  SHARES
      RESERVED FOR THE ISOP; RESTRICTION THEREON

                	 
      	
                  8

                
	
                  8.

                	
                  PURCHASE
      PRICE

                	 
      	
                  9

                
	
                  9.

                	
                  ADJUSTMENTS;
      CORPORATE TRANSACTIONS

                	 
      	
                  9

                
	
                  10.

                	
                  TERM
      AND EXERCISE OF OPTIONS

                	 
      	
                  11

                
	
                  11.

                	
                  VESTING
      OF OPTIONS

                	 
      	
                  13

                
	
                  12.

                	
                  PURCHASE
      FOR INVESTMENT

                	 
      	
                  14

                
	
                  13.

                	
                  SHARES
      SUBJECT TO RIGHT OF FIRST REFUSAL

                	 
      	
                  14

                
	
                  14.

                	
                  DIVIDENDS

                	 
      	
                  15

                
	
                  15.

                	
                  RESTRICTIONS
      ON ASSIGNABILITY AND SALE OF OPTIONS

                	 
      	
                  15

                
	
                  16.

                	
                  EFFECTIVE
      DATE AND DURATION OF THE ISOP

                	 
      	
                  15

                
	
                  17.

                	
                  AMENDMENTS
      OR TERMINATION

                	 
      	
                  16

                
	
                  18.

                	
                  GOVERNMENT
      REGULATIONS

                	 
      	
                  16

                
	
                  19.

                	
                  CONTINUANCE
      OF EMPLOYMENT OR HIRED SERVICES

                	 
      	
                  16

                
	
                  20.

                	
                  GOVERNING
      LAW & JURISDICTION

                	 
      	
                  16

                
	
                  21.

                	
                  TAX
      CONSEQUENCES

                	 
      	
                  16

                
	
                  22.

                	
                  NON-EXCLUSIVITY
      OF THE ISOP

                	 
      	
                  17

                
	
                  23.

                	
                  MULTIPLE
      AGREEMENTS

                	 
      	
                  17

                
	
                  24.

                	
                  INFORMATION
      TO OPTIONEES AND PURCHASERS

                	 
      	
                  17

                


        

      

    

     

     

    
      
         


      

      
        i

        
          

        

      

      
         


      

    


    This
stock option plan, as amended from time to time, shall be known as the Medgenics
Inc. 2001 Israeli Stock Option Plan Amended as of March, 6, 2003
(hereafter the “ISOP”).

     

    
      
        	
                1.

              	
                PURPOSE
      OF THE ISOP

              


      

    

     

    The ISOP
is intended to provide an incentive to retain, in the employ of the Company and
its Subsidiaries, persons of training, experience, and ability; to attract new
employees, and other service providers whose services the committee shall decide
are valuable to the Company; to encourage the sense of proprietorship of such
persons, and to stimulate the active interest of such persons in the development
and financial success of the Company, by providing them with opportunities to
purchase shares in the Company, pursuant to the ISOP approved by the
Board.  Options granted under the ISOP may be 3(i) Options or 102
Options, as provided herein.

     

    
      
        	
                2.

              	
                DEFINITIONS

              


      

    

     

    For
purposes of interpreting the ISOP and related documents (including the Option
Agreement and its appendixes), the following definitions shall
apply:

     

    
      	
               
      

            	
              2.1

            	
              “Administrator” means the
      Board or a Committee appointed pursuant to Section 3
      below.

            


    

     

    
      	
               
      

            	
              2.2

            	
              “Affiliate” means any
      “employing company” within the meaning of Section 102(a) of the
      Ordinance.

            


    

     

    
      	
               
      

            	
              2.3

            	
              “Approved 102 Option”
      means an Option granted pursuant to Section 102(b) of the Ordinance and
      held in trust by a Trustee for the benefit of the
  Optionee.

            


    

     

    
      	
               
      

            	
              2.4

            	
              “Applicable Laws” means
      the legal requirements relating to the administration of stock option and
      restricted stock purchase plans under applicable U.S. state corporate
      laws, U.S. federal and applicable state securities laws, the Code, any
      stock exchange rules or regulations and the applicable laws of any other
      country or jurisdiction where Options or Stock Purchase Rights are granted
      under the ISOP as such laws, rules, regulations and requirements shall be
      in place from time to time.

            


    

     

    
      	
               
      

            	
              2.5

            	
              “Board” means the Board
      of Directors of the Company.

            


    

     

    
      	
               
      

            	
              2.6

            	
              “Capital Gain Option
      (CGO)” means an Approved 102 Option elected and designated by the
      Company to qualify under the capital gain tax treatment in accordance with
      the provisions of Section 102(b)(2) of the
  Ordinance.

            


    

     

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ISRAELI
STOCK OPTION PLAN 

      

    
      

    

    
    

    
      	
               
      

            	
              2.7

            	
              “Cause” For termination
      of an Employee’s or Non Employee’s Continuous Service Status will exist if
      the participant is terminated by the Company for any of the following
      reasons:  (i) conviction of any felony; (ii) commission of any
      act of fraud, embezzlement or dishonesty against or involving the Company,
      or breach of Fiduciary duties or duties of care as regards the Company;
      (iii) any other willful misconduct against the Company that violates
      either a law or a Company policy and has caused or is reasonably expected
      to result in material injury to the Company; (iv) unauthorized use or
      disclosure by participant of any proprietary information or trade secrets
      of the Company or any other party to whom the participant owes an
      obligation of nondisclosure as a result of his or her relationship with
      the Company; or (v) willful breach of any of participant’s obligations
      under any written agreement or covenant with the Company.  The
      determination as to whether a participant is being terminated for Cause
      shall be made in good faith by the Company and shall be final and binding
      on the participant.

            


    

     

    
      	
               
      

            	
              2.8

            	
              “Chairman” means the
      Chairman of the corporate body constituting the
    Administrator.

            


    

     

    
      	
               
      

            	
              2.9

            	
              “Change of Control” means
      a sale of all or substantially all of the Company’s assets, or any merger,
      consolidation or other transaction of the Company with or into another
      corporation, entity or person, other than a transaction in which the
      holders of at least a majority of the shares of capital stock of the
      Company outstanding immediately prior to such transaction continue to hold
      (either by the voting securities remaining outstanding or by their being
      converted into voting securities of the surviving entity) a majority of
      the total voting power represented by the voting securities of the
      Company, or such surviving entity, outstanding immediately after such
      transaction.

            


    

     

    
      	
               
      

            	
              2.10

            	
              “Code” means the Internal
      Revenue Code of 1986, as now in effect or as hereafter
      amended.

            


    

     

    
      	
               
      

            	
              2.11

            	
              “Committee” means one or
      more committees or subcommittees of the Board appointed by the Board to
      administer the ISOP in accordance with Section 3
  below.

            


    

     

    
      	
               
      

            	
              2.12

            	
              “Company” means Medgenics
      Inc., a Delaware corporation.

            


    

     

    
      	
               
      

            	
              2.13

            	
              “Continuous Service
      Status” means the absence of any interruption or termination of
      service as an Employee or Non-Employee.  Continuous Service
      Status as an Employee or Non-Employee shall not be considered interrupted
      in the case of:  (i) sick leave; (ii) military leave; (iii) any
      other leave of absence approved by the Administrator, provided that such
      leave is for a period of not more than ninety (90) days, unless
      reemployment upon the expiration of such leave is guaranteed by contract
      or statute, or unless provided otherwise pursuant to Company policy
      adopted from time to time; or (iv) in the case of transfers between
      locations of the Company or between the Company, its Parents or
      Affiliates, or their respective successors.  In addition, the
      Company’s providing a participant with notice of termination of employment
      or services shall be deemed to constitute termination of Continuous
      Service Status, effective as of the date set forth in such
      notice.  A change in status from an Employee to a Non-Employee,
      or from a Non-Employee to an Employee, will not constitute an interruption
      of Continuous Service Status.

            


    

     

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    ISRAELI
STOCK OPTION PLAN

     

    
      
        

      

       

    

    
      	
               
      

            	
              2.14

            	
              “Controlling Shareholder”
      shall have the meaning ascribed to it in Section 32(9) of the
      Ordinance.

            


    

     

    
      	
               
      

            	
              2.15

            	
              “Date of Grant” means, as
      determined by the Board or authorized Committee, (i) the date as of
      which the Board or such Committee approves a grant or (ii) such other
      later date that may be specified by the Board or such Committee, as set
      forth in Exhibit B of the Option
Agreement.

            


    

     

    
      	
               
      

            	
              2.16

            	
              “Disability” means an
      Optionee’s inability to perform his or her duties with the Company, or any
      of its affiliates, for a consecutive period of at least 180 days, by
      reason of any medically determinable, physical or mental impairment, as
      determined by a physician selected by the Optionee and acceptable to the
      Company, including a disability under Code Section
    22(e)(3).

            


    

     

    
      	
               
      

            	
              2.17

            	
              “Employee” means a person
      who is employed by the Company or a Parent or an Affiliate with the status
      of employment determined based upon such factors as are deemed appropriate
      by the Administrator in its discretion, subject to the requirements of the
      Applicable Laws, including an individual who is serving as a director or
      an office holder, but excluding a Controlling
  Shareholder.

            


    

     

    
      	
               
      

            	
              2.18

            	
              “Expiration date” means
      the date upon which an Option shall expire, as set forth in Section 10.3
      of the ISOP.

            


    

     

    
      	
               
      

            	
              2.19

            	
              “Exchange Act” means the
      Securities Exchange Act of 1934, as now in effect or as hereafter
      amended.

            


    

     

    
      	
               
      

            	
              2.20

            	
              “Fair Market Value” means
      as of any date, the value of a Share determined as follows:  (i)
      Prior to the IPO (as defined below) or otherwise in the absence of an
      established market for the Shares, the value of the Shares shall be
      determined in the good faith judgment of the Board (or the Committee, if
      the Board shall have delegated such authority to the Committee) based on
      all relevant factors, in a manner consistent with Section 260.140.50, of
      Title 10 of the California Code of Regulations.  Without
      derogating from the above, solely for the purpose of
      Section 102(b)(3) of the Ordinance, if at the Date of Grant the
      Company’s shares are listed on any established stock exchange or a
      national market system or if the Company’s shares, will be registered for
      trading within ninety (90) days following the Date of Grant, the Fair
      Market Value of a Share at the Date of Grant shall be determined in
      accordance with the average value of the Company’s shares on the thirty
      (30) trading days preceding the Date of Grant or on the thirty (30)
      trading days following the date of registration for trading, as the case
      may be; (ii) If the Shares are listed on any established stock exchange or
      a national market system, including without limitation the Nasdaq National
      Market system, or the Nasdaq Small Cap Market of the Nasdaq Stock Market,
      the Fair Market Value shall be the closing sales price for such Shares (or
      the closing bid, if no sales were reported), as quoted on such exchange or
      system as of the applicable date, as reported in the Wall Street
      Journal or such other source as the Committee deems reliable; or
      (iii) If the Share are regularly quoted by a recognized securities
      dealer, but selling prices are not reported, the Fair Market Value shall
      be the mean the midpoint between the high bid and low asked prices for the
      Shares on the last market trading day prior to the day of
      determination.  The determination of Fair Market Value of the
      Shares shall be applied consistently with respect to different ISOP
      participants.

            


    

     

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    ISRAELI
STOCK OPTION PLAN

     

    
      
        

      

       

    

    
      	
               
      

            	
              2.21

            	
              “IPO” means the initial
      Public Offering of the Company’s
shares.

            


    

     

    
      	
               
      

            	
              2.22

            	
              “ISOP” means the
      Company’s 2001 Israeli Share Option Plan amended as of March, 6,
      2003.

            


    

     

    
      	
               
      

            	
              2.23

            	
              “Non-Employee” means a
      consultant, adviser, service provider, Controlling Shareholder or any
      other person who is not an
Employee.

            


    

     

    
      	
               
      

            	
              2.24

            	
              “Ordinary Income Option
      (OIO)” means an Approved 102 Option elected and designated by the
      Company to qualify under the ordinary income tax treatment in accordance
      with the provisions o1 Section 102(b)(1) of the
  Ordinance.

            


    

     

    
      	
               
      

            	
              2.25

            	
              “Option” means an option
      to purchase one or more shares of stock pursuant to the
    ISOP.

            


    

     

    
      	
               
      

            	
              2.26

            	
              “102 Options” means
      Options containing such terms that will qualify them for the special tax
      treatment under Section 102.

            


    

     

    
      	
               
      

            	
              2.27

            	
              “3(i) Options” means
      Options that do nut contain such terms that will qualify them for the
      special tax treatment under Section
102.

            


    

     

    
      	
               
      

            	
              2.28

            	
              “Optionee” means a person
      who receives or holds an Option under the
ISOP.

            


    

     

    
      	
               
      

            	
              2.29

            	
              “Option Agreement” means
      the stock option agreement between the Company and an Optionee that
      evidences and sets out the terms and conditions of an
    Option.

            


    

     

    
      	
               
      

            	
              2.30

            	
              “Parent” means a “parent
      corporation,” whether now or hereafter existing, as defined in Section
      424(e) of the Code, or any successor
provision.

            


    

     

    
      	
               
      

            	
              2.31

            	
              “Purchase Price” means
      the price for each Share of stock subject to an
  Option.

            


    

     

    
      	
               
      

            	
              2.32

            	
              “Restricted Period” means
      a period of time from the Date of Grant, during which the Trustee shall
      hold the Options and/or Shares as required under Section 102 of the
      Ordinance, as now in effect or as hereafter
  amended.

            


    

     

    
      	
               
      

            	
              2.33

            	
              “Securities Act” means
      the United States Securities Act of 1933, as now in effect or as hereafter
      amended.

            


    

     

    
      	
               
      

            	
              2.34

            	
              “Section 102” means
      Section 102 of the Ordinance, as now in effect or as hereafter
      amended.

            


    

     

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    ISRAELI
STOCK OPTION PLAN

     

    
      
        

      

       

    

    
      	
               
      

            	
              2.35

            	
              “Share” means the common
      stock, $0.01 par value per share, of the
  Company.

            


    

     

    
      	
               
      

            	
              2.36

            	
              “The Ordinance” means the
      1961 Israeli Tax Ordinance [New Version], as now in effect or as hereafter
      amended.

            


    

     

    
      	
               
      

            	
              2.37

            	
              “Transaction” means a
      sale of all or substantially all of the Company’s assets, or a merger,
      consolidation or other capital reorganization or transaction of the
      Company with or into another corporation, entity or person, and includes a
      Change of Control.

            


    

     

    
      	
               
      

            	
              2.38

            	
              “Trustee” means a trustee
      nominated by the Committee and approved by the Tax authorities under
      Section 102(a) of the Ordinance.

            


    

     

    
      	
               
      

            	
              2.39

            	
              “Unapproved 102 Option”
      means an Option granted pursuant to Section 102(c) or the Ordinance and
      not held in trust by a Trustee.

            


    

     

    
      	
               
      

            	
              2.40

            	
              “USSOP” means the
      Company’s 2001 US Stock Option
Plan.

            


    

     

    
      	
               
      

            	
              2.41

            	
              “Vesting Dates” means, as
      determined by the Board or authorized Committee, the date as of which the
      Optionee shall be entitled to exercise the options or part of the Options,
      as set forth in Section 10 if the
ISOP.

            


    

     

    
      
        	
                3.

              	
                ADMINISTRATION
      OF THE ISOP

              


      

    

     

    
      	
               
      

            	
              3.1

            	
              The
      Board or a Committee appointed and maintained by the Board for such
      purpose (in either case, referred to as the “Administrator”), shall
      have the power to administer the ISOP.  Notwithstanding the
      above, the Board shall automatically have residual authority if no
      Committee shall be constituted or if such Committee shall cease to operate
      for any reason whatsoever.  In addition, the ISOP may be
      administrated by different administrative bodies with respect to different
      classes of Optionees and, if permitted by the Applicable Laws, the Board
      may authorize one or more officers who are not members of the Board to
      grant Options under the ISOP.

            


    

     

    
      	
               
      

            	
              3.2

            	
              The
      Committee shall consist of such number of members as may be determined by
      the Board.  The Committee shall select one of its members as its
      Chairman and shall hold its meetings at such times and places as the
      Chairman shall determine.  The Committee shall keep records of
      its meetings and shall make such rules and regulations for the conduct of
      its business as it shall deem
advisable.

            


    

     

    
      	
               
      

            	
              3.3

            	
              Any
      member of such Committee shall be eligible to receive Options under the
      ISOP while serving on the Committee, unless otherwise specified herein or
      prohibited by the Applicable Laws.

            


    

     

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    ISRAELI
STOCK OPTION PLAN

     


      
        

      

       

    

    
      	
               
      

            	
              3.4

            	
              Subject
      to the provisions of the ISOP and the Applicable Laws, and in the case of
      a Committee, the specific authority delegated by the Board to such
      Committee, the Administrator shall have full power and authority
      to:  (i) designate Optionees and to issue Options; (ii)
      determine the terms and provisions of respective Option Agreements (which,
      need not be identical from one Optionee to another) including, but not
      limited to, the number of Shares to be covered by each Option, the
      Purchase Price applicable to Options, the provisions concerning the time
      or times when and the extent to which the Options shall vest and become
      exercisable, and the nature and duration of restrictions as to
      transferability or restrictions constituting substantial risk of
      forfeiture or other restrictions or forfeiture provision, and to cancel or
      suspend awards, as necessary; (iii) to accelerate the vesting rights or
      rights of an Optionee to exercise in whole or in part, any previously
      granted Option; (iv) to interpret the provisions and supervise the
      administration of the ISOP which determination shall be final and binding
      on all parties; (v) to determine the Fair Market Value of the Shares in
      accordance with Section 2.20 above; (vi) to adjust the Vesting Dates of an
      Option; (vii) to designate Options as CGOS, OIOs, Unapproved 102 Options,
      3(i) Options or any other type of option which shall be taxable by the
      Ordinance; (viii) to make an election as to the type of 102 Approved
      Option; and (ix) to determine any other matter which is necessary or
      desirable for, or incidental to administration of the
  ISOP.

            


    

     

    
      	
               
      

            	
              3.5

            	
              The
      Committee shall have the authority to grant, in its discretion, to the
      holder of an outstanding Option, in exchange for the surrender and
      cancellation of such Option, a new Option having a Purchase Price equal
      to, lower than or higher than the Purchase Price provided in the Option so
      surrendered and canceled, and containing such other terms and conditions
      as the Committee may prescribe, in accordance with the provisions of the
      ISOP.

            


    

     

    
      	
               
      

            	
              3.6

            	
              The
      interpretation and construction by the Committee of any provision of the
      ISOP, or of any Option Agreement thereunder, shall be final and conclusive
      unless otherwise determined by the
Board.

            


    

     

    
      	
               
      

            	
              3.7

            	
              At
      the Company’s discretion, each member of the Board or the Committee may be
      indemnified and held harmless by the Company against any cost or expense
      (including counsel fees) reasonably incurred by him, or any liability
      (including any sum paid in settlement of a claim with the approval of the
      Company) arising out of any act or omission to act in connection with the
      ISOP, unless arising out of such member’s own fraud or bad faith, to the
      extent permitted by the Applicable Laws.  Such indemnification
      shall be in addition to any rights of indemnification the member may have
      as a director or otherwise under the Company’s incorporation documents,
      any agreement, any vote of shareholders or disinterested directors,
      insurance policy or otherwise, but shall be subject to the terms and
      provisions of any written indemnification agreements between the Company
      and such individual.

            


    

     

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    ISRAELI
STOCK OPTION PLAN

     

    
      
        

      

    

     

    
      
        	
                4.

              	
                DESIGNATION
      OF PARTICIPANTS

              


      

    

     

    
      	
               
      

            	
              4.1

            	
              The
      persons eligible for participation in the ISOP shall include any Employees
      and/or Non-Employees of the Company or of any Parent or Affiliate of the
      Company, provided that 102 Options may be granted only to Employees and
      that 3(i) Options may only be granted to Non-Employees and/or Controlling
      Shareholders.  The grant of an Option hereunder shall neither
      entitle the Optionee to participate nor disqualify him from participating
      in any other grant of Options, pursuant to the ISOP or any other option,
      stock or similar plan of the Company or any of its
      subsidiaries.

            


    

     

    
      	
               
      

            	
              4.2

            	
              Anything
      in the ISOP to the contrary notwithstanding, all grants of Options to
      members of the Board and office holders shall be authorized and
      implemented in accordance with the provisions of the Applicable Laws, as
      in effect from time to time.

            


    

     

    
      
        	
                5.

              	
                DESIGNATION
      OF OPTIONS PURSUANT TO SECTION
102

              


      

    

     

    
      	
               
      

            	
              5.1

            	
              The
      Company may designate Options granted to Employees pursuant to
      Section 102 as Approved 102 Options or as Unapproved 102
      Options.

            


    

     

    
      	
               
      

            	
              5.2

            	
              The
      grant of Approved 102 Options shall be made under this ISOP adopted by the
      Board, and shall be conditioned upon the approval of this ISOP by the
      ITA.

            


    

     

    
      	
               
      

            	
              5.3

            	
              Approved
      102 Options may either be classified as Capital Gain Options (“CGOs”) or Ordinary
      Income Options (“OIOs”).

            


    

     

    
      	
               
      

            	
              5.4

            	
              No
      Approved 102 Option may be granted under the ISOP to any eligible
      Employee, unless and until, the Company’s election or the type of Approved
      102 Option as CGO or as OIO that will be granted to Employees (the “Election”), is
      appropriately filed with the ITA.  Such Election shall become
      effective beginning the first Date of Grant of an Approved 102 Option
      under this ISOP and shall remain in effect until the end of the year
      following the year in which the Company first granted Approved 102
      Options.  The Election shall obligate the Company to grant only
      the type of Approved 102 Option it has elected, and shall apply to all
      Optionees who were granted Approved 102 Options during the period
      indicated herein, all in accordance with the provisions of Section 102(g)
      of the Ordinance.  For the avoidance of doubt, such Election
      shall not prevent the Company from granting Unapproved 102 Options
      simultaneously.

            


    

     

    
      	
               
      

            	
              5.5

            	
              For
      the avoidance doubt, the designation of Approved 102 Options and
      Unapproved 102 Options shall be subject to the terms and conditions of
      Section 102 of the Ordinance and the regulations promulgated
      thereunder.

            


    

     

    
      
        	
                6.

              	
                TRUSTEE

              


      

    

     

    
      	
               
      

            	
              6.1

            	
              Approved
      102 Options which shall be granted under the ISOP, and/or any Shares
      allocated or issued upon exercise of such Options, and/or other shares
      received subsequently following any realization of rights (including bonus
      stock), shall be allocated or issued to a Trustee nominated by the
      Committee, and approved in accordance with the provisions of Section 102
      and held for the benefit of the Optionees.  Approved 102 Options
      and any Shares received subsequently following exercise of Approved 102
      Options, shall be held by the Trustee in accordance with the rules of
      Section 102.  In the case the requirements for Approved 102
      Options are not met, then the Approved 102 Options shall be treated as
      Unapproved 102 Options, all in accordance with the provisions of Section
      102 and regulations promulgated
thereunder.

            


    

     

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    ISRAELI
STOCK OPTION PLAN

     

      
        

      

    

     

    
      	
               
      

            	
              6.2

            	
              The
      Trustee shall not release any Shares allocated or issued upon exercise of
      Options prior to the full payment of the Optionee’s tax liabilities
      arising from Options which were granted to
him.

            


    

     

    
      	
               
      

            	
              6.3

            	
              Upon
      receipt of the Option, the Optionee shall sign an undertaking to release
      the Trustee from any liability in respect to any action or decision duly
      taken and executed in a bona fide manner in relation to the ISOP, or any
      Option or Share granted to him
thereunder.

            


    

     

    
      	
               
      

            	
              6.4

            	
              With
      respect to any Approved 102 Option, subject to the provisions of
      Section 102 and any rules or regulation or orders or procedures
      promulgated thereunder, an Optionee shall not be entitled to sell or
      release from trust any Share received upon the exercise of an Approved 102
      Option and/or any share received subsequently following any realization of
      rights, including without limitation, bonus shares, until the lapse of the
      holding period required under Section 102 of the
  Ordinance.

            


    

     

    
      
        	
                7.

              	
                SHARES
      RESERVED FOR THE ISOP; RESTRICTION
THEREON

              


      

    

     

    
      	
               
      

            	
              7.1

            	
              Subject
      to the provisions of Section 9 below, the maximum aggregate number of
      Shares that may be sold under the ISOP and the USSOP shall equal a total
      of 910,117 (nine hundred ten thousand one hundred seventeen)
      Shares.  The Shares may be authorized but unissued or reacquired
      Shares.  Any Shares which remain unissued and which are not
      subject to outstanding Options at the termination of the ISOP shall cease
      to be reserved for the purpose of the ISOP, but until termination of the
      ISOP, the Company shall at all times reserve sufficient number of Shares
      to meet the requirements of the ISOP and the USSOP.  Should any
      Option for any reason expire or be canceled prior to its exercise or
      relinquishment in full, the Shares subject to such Option may again be
      subjected to an Option under the ISOP or any other Stock Option
      Plan.  In addition, any Shares which are retained by the Company
      upon exercise of an Option in order to satisfy any withholding taxes due
      with respect to such exercise or purchase shall be treated as not issued
      and shall continue to be available under the ISOP.  Shares
      issued under the ISOP and later repurchased by the Company pursuant to any
      repurchase right which the Company may have shall not be available for
      future grant under the ISOP.

            


    

     

    
      	
               
      

            	
              7.2

            	
              For
      the removal of doubt, the Optionee shall not have any legal, financial or
      other claims against the Company with regards to any additional issuance
      of shares or grant of options.

            


    

     

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    ISRAELI
STOCK OPTION PLAN

     

      
        

      

    

     

    
      
        	
                8.

              	
                PURCHASE
      PRICE

              


      

    

     

    
      	
               
      

            	
              8.1

            	
              The
      Purchase Price of each Share underlying an Option shall be determined by
      the Board or the Committee, if the Board has delegated such authority to
      the Committee, in the Board’s or the Committee’s sole and absolute
      discretion, in accordance with the Applicable Laws, subject to any
      guidelines as may be determined or adopted by the Board from time to
      time.  Each written agreement governing an Option will contain
      the Purchase Price applicable with respect to such
  Option.

            


    

     

    
      	
               
      

            	
              8.2

            	
              The
      Purchase Price shall generally be payable upon the exercise of an Option
      in a form satisfactory to the Committee, including without limitation, by
      cash or check.  In addition and if permitted by the Applicable
      Laws, the Administrator may in its discretion authorize the following
      additional types of consideration (to be reflected in individual Option
      agreements if applicable):  (1) delivery of the Optionee’s
      promissory note bearing a commercial rate of interest at the time of
      exercise and having such recourse, security and redemption provisions as
      the Administrator determines to be appropriate (subject to the provisions
      of Section 153 of the Delaware General Corporation Law); (2)
      cancellation of indebtedness; (3) other Shares that have a Fair Market
      Value on the date of surrender equal to the aggregate exercise price of
      the Shares as to which the Option is exercised, provided that in the case
      of Shares acquired, directly or indirectly, from the Company, such Shares
      must have been owned by the participant for more than six months on the
      date of surrender (or such other period as may be required to avoid the
      Company’s incurring an adverse accounting charge); (4) delivery of a
      properly executed exercise notice together with such other documentation
      as the Administrator and a securities broker approved by the Company shall
      require to effect exercise of the Option and prompt delivery to the
      Company of the sale or loan proceeds required to pay the Purchase Price
      and any applicable withholding taxes; or (5) any combination of the
      foregoing methods of payment.  In making its determination as to
      the type of consideration to accept, the Administrator shall consider if
      acceptance of such consideration may be reasonably expected to benefit the
      Company and the Administrator may, in its sole discretion, refuse to
      accept a particular form of consideration at the time of any Option
      exercise.  The Committee shall have the authority to postpone
      the date of payment on such terms as it may
  determine.

            


    

     

    
      
        	
                9.

              	
                ADJUSTMENTS;
      CORPORATE TRANSACTIONS

              


      

    

     

    Upon the
occurrence of any of the following described events, Optionee’s rights to
purchase Shares under an Option granted under the ISOP shall be adjusted as
hereafter provided:

     

    
    

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    ISRAELI
STOCK OPTION PLAN

     

      
        

      

    

     

    
      	
               
      

            	
              9.1

            	
              In
      the event of a Transaction, each outstanding Option shall be assumed, or
      an equivalent option or right shall be substituted by the successor
      corporation or a parent or a subsidiary of such successor corporation (the
      “Successor
      Corporation”), unless the Successor Corporation does not agree to
      assume the Option or to substitute an equivalent option or right, in which
      case the vesting and exercisability of such outstanding Options shall
      accelerate in full, effective as of immediately prior to the consummation
      of the Transaction, and the Options shall terminate upon the consummation
      of the Transaction.  In the event of an Option assumption or
      substitution, the Administrator shall make appropriate adjustments to the
      Purchase Price to reflect such action, and all other terms and conditions
      of the written Option Agreements shall remain in
  force.

            


    

     

    For
purposes of this Section 9.1, an Option shall be considered assumed, without
limitation, it at the time of issuance of the stock or other consideration upon
a Transaction, each holder of an Option would be entitled to receive upon
exercise of the Option the same number and kind of shares of stock or the same
amount of property, cash or securities as such holder would have been entitled
to receive upon the occurrence of the Transaction if the holder had been,
immediately prior to such transaction, the holder of the number of Shares of
Common Stock covered by the Option at such time (after giving effect to any
adjustments in the number of Shares covered by the Option as provided for in
this Section 9); provided that if such consideration received in the transaction
is not solely common stock of the Successor Corporation, the Administrator may,
with the consent of the Successor Corporation, provide for the consideration to
be received upon exercise of the Option to be solely common stock of the
Successor Corporation equal to the Fair Market Value of the per Share
consideration received by holders of Common Stock in the transaction, and
provided further that the Administrator may determine, in its discretion, that
in lieu of such assumption or substitution of Options for options of the
Successor Company or its parent or subsidiary, such Options will be substituted
for any other type of asset or property including cash which is fair under the
circumstances.

     

    
      	
               
      

            	
              9.2

            	
              Nothing
      in Section 9.1 shall limit the Administrator’s ability to provide for,
      either in the initial Option Agreement or later through amendment of an
      Option, for acceleration of vesting or exercisability provisions
      applicable to an Option, as a result of a Change of Control or
      otherwise.

            


    

     

    
      	
               
      

            	
              9.3

            	
              If
      the Company liquidates or dissolved while unexercised Options remain
      outstanding under the ISOP, then all such outstanding Options will
      terminate immediately as of the effective date of any such liquidation or
      dissolution of the Company.

            


    

     

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    ISRAELI
STOCK OPTION PLAN

     

      
        

      

    

     

    
      	
               
      

            	
              9.4

            	
              Subject
      to any action required under the Applicable Laws by the stockholders of
      the Company, the number of Shares of Common Stock covered by each
      outstanding Option, and the number of Shares of Common Stock that have
      been authorized for issuance under the ISOP but as to which no Options
      have yet been granted or that have been returned to the ISOP upon
      cancellation or expiration of an Option, as well as the price per Share of
      Common Stock covered by each such outstanding Option, shall be
      proportionately adjusted for any increase or decrease in the number of
      issued Shares resulting from a stock split, reverse stock split, stock
      dividend, combination, recapitalization or reclassification of the Common
      Stock, or any other increase or decrease in the number of issued Shares
      effected without receipt of consideration by the Company; provided,
      however, that conversion of any convertible securities of the Company
      shall not be deemed to have been “effected without receipt of
      consideration.”  Such adjustment shall be made by the
      Administrator, whose determination in that respect shall be final, binding
      and conclusive.  Except as expressly provided herein, no
      issuance by the Company of shares of stock of any class, or securities
      convertible into shares of stock of any class, shall affect, and no
      adjustment by reason thereof shall be made with respect to, the number or
      price of Shares of Common Stock subject to an
  Option.

            


    

     

    
      	
               
      

            	
              9.5

            	
              Anything
      herein to the contrary notwithstanding, if prior to the completion of the
      IPO, all or substantially all of the shares of the Company are to be sold,
      or in case of a Transaction, all or substantially all of the shares of the
      Company are to be exchanged for securities of another Company, then each
      Optionee shall be obliged to sell or exchange, as the case may be, any
      Shares such Optionee purchased under the ISOP, in accordance with the
      instructions issued by the Board in connection with the Transaction, whose
      determination shall be final.

            


    

     

    
      
        	
                10.

              	
                TERM
      AND EXERCISE OF OPTIONS

              


      

    

     

    
      	
               
      

            	
              10.1

            	
              Each
      Option granted pursuant to the ISOP, shall be evidenced by a written
      Option Agreement between the Company and the Optionee, in such form as the
      Board or the Committee shall from time to time approve.  Each
      Option Agreement shall state, inter alia, the number of Shares to which
      the Option relates and the type of Option granted thereunder (whether a
      CGO, a OIO, an Unapproved 102 Option or a 3(i)
  Option).

            


    

     

    
      	
               
      

            	
              10.2

            	
              Options
      shall be exercised by the Optionee by delivering both a written notice of
      the intent to exercise and payment of the Purchase Price to the Company,
      in such form and method as may be determined by the Company and the
      Trustee, and when applicable, in accordance with the requirements of
      Section 102, which exercise shall be effective upon receipt of notice and
      payment by the Company at its principal office.  The notice
      shall specify the number of Shares with respect to which the Option is
      being exercised.  Options may not be exercised for a fraction of
      a Share.  The Administrator may require that an Option be
      exercised as to a minimum number of Shares, provided that such requirement
      shall not prevent an Optionee from exercising the full number of Shares as
      to which the Option is then exercisable.  Exercise of an Option
      in any manner shall result in a decrease in the number of Shares that
      thereafter may be available, both for purposes of the ISOP and for sale
      under the Option, by the number of Shares as to which the Option is
      exercised.

            


    

     

    
      	
               
      

            	
              10.3

            	
              Options,
      to the extent not previously exercised, shall terminate forthwith upon the
      Expiration Date, which shall be the earlier of:  (i) the
      expiration of ten (10) years from the Date of Grant (or such shorter
      period as may be specified in the Option Agreement); (ii) the expiration
      of any extended or shortened period in any of the events set forth in
      Section 10.8 below; or (iii) as a result of a Transaction governed by
      Section 9.

            


    

     

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    ISRAELI
STOCK OPTION PLAN

     

      
        

      

    

     

    
      	
               
      

            	
              10.4

            	
              Transferability
      of Options shall be governed by Section 15
  below.

            


    

     

    
      	
               
      

            	
              10.5

            	
              Each
      Option shall be exercisable following the Vesting Dates set forth in the
      Option Agreement and subject to the provisions of the ISOP for the number
      of Shares as shall be provided in Exhibit B of the Option
      Agreement.  However no Option shall be exercisable after the
      Expiration Date.

            


    

     

    
      	
               
      

            	
              10.6

            	
              The
      Options may be exercised by the Optionee in whole at any time or in part
      from time to time, to the extent that the Options are either vested and/or
      exercisable pursuant to their terms, prior to the Expiration Date, and
      provided that, subject to the provisions of Section 10.8 below, the
      Optionee is an Employee or a Service Provider of the Company or any of its
      Affiliates, at all times during the period beginning with the Date of
      Grant of the Option and ending upon the date of
  exercise.

            


    

     

    
      	
               
      

            	
              10.7

            	
              Subject
      to the provisions of Section 10.8 below, in the event of termination of
      Optionee’s Continuous Service Status with the Company or any of its
      Parents or Affiliates, all unexercised Options granted to such Optionee
      will immediately expire.

            


    

     

    
      	
               
      

            	
              10.8

            	
              Notwithstanding
      anything to the contrary in Section 9 and provided that the Administrator
      may provide for longer periods (not to exceed the term of the Option under
      Section 10.2 above) with respect to any individual Option (to be reflected
      in the applicable Option Agreement), an Option may be exercised after the
      date of termination of Optionee’s Continuous Service Status during an
      additional period of time beyond such date, but only with respect to the
      number of Options in which the Optionee was vested as of the date of
      termination of the Optionee’s Continuous Service
  Status:

            


    

     

    
      	
               
      

            	
              (i)

            	
              in
      the event of termination without Cause, within a period of thirty (30)
      days (or such longer period provided in the Option Agreement) following
      the date of such termination; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              in
      the event termination as the result of death or Disability of the
      Optionee, within a period of twelve (12) months following the date of such
      termination; or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              in
      the event of termination of employment for Cause, any outstanding
      unexercised Option (including Option Shares that are otherwise vested and
      exercisable) will immediately expire and terminate, as of the earlier of
      the last day of Continuous Service Status or the date on which the Company
      first notifies the Optionee that his or her relationship will be
      terminated.

            


    

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    ISRAELI
STOCK OPTION PLAN

     

      
        

      

    

     

    With
respect to Unapproved 102 Option, if the Optionee ceases to be employed by the
Company or any Affiliate, the Optionee shall extend to the Company and/or its
Affiliate a security or guarantee for the payment of tax due at the time of sale
of Shares, all in accordance with the provisions of Section 102 and the rules,
regulation or orders promulgated thereunder.

     

    
      	
               
      

            	
              10.9

            	
              To
      avoid doubt, the holders of Options shall not be deemed owners of the
      Shares issuable upon the exercise of Options, and shall not have any of
      the rights or privileges of stockholders of the Company in respect to any
      shares purchasable upon the exercise of any part of an Option, until
      registration of the Optionee as holder of such Shares in the Company’s
      register of members, upon exercise of the Option in accordance with the
      provisions of Section 10.2 above.

            


    

     

    
      	
            	
              10.10

            	
              Any
      form of Option Agreement authorized by the ISOP may contain such other
      provisions as the Administrator may, from time to time, deem
      advisable.  Without limiting the foregoing, the Administrator
      may, with the consent of the Optionee, from time to time cancel all or any
      portion of any Option then subject to exercise, and the Company’s
      obligation in respect of such Option may be discharged by (i) payment
      to the Optionee of an amount in cash equal to the excess, if any, of the
      Fair Market Value of the Shares at the date of such cancellation subject
      to the portion of the Option so canceled over the aggregate Purchase Price
      or such Shares, (ii) the issuance or transfer to the Optionee of Shares of
      the Company with a Fair Market Value at the date of such transfer equal to
      any such excess, or (iii) a combination of cash and shares with a combined
      value equal to any such excess, all as determined by the Administrator in
      its sole discretion.

            


    

     

    
      
        	
                11.

              	
                VESTING
      OF OPTIONS

              


      

    

     

    
      	
               
      

            	
              11.1

            	
              Subject
      to Section 11.2 below, any Option granted hereunder shall vest and become
      exercisable at such times and under such conditions as determined by the
      Administrator, consistent with the terms of the ISOP and reflected in the
      Option Agreement, including vesting requirements and/or performance
      criteria with respect to the Company and/or the Optionee.  No
      Option shall be exercisable after the Expiration Date.  The
      vesting provisions of individual Options, as reflected in individual
      Option Agreements, may vary.

            


    

     

    
      	
               
      

            	
              11.2

            	
              The
      Administrator shall have the discretion to determine whether and to what
      extent the vesting of Options shall be tolled during any unpaid leave of
      absence; provided, however, that in the absence of such determination,
      vesting of Options shall be tolled during any such unpaid leave (unless
      otherwise required by the Applicable Laws).  In the event of
      military leave, vesting shall toll during any unpaid portion of such
      leave, provided that, upon a Optionee’s returning from military leave
      (under conditions that would entitle him or her to protection upon such
      return under the Applicable Laws), he or she shall be given vesting credit
      with respect to Options to the same extent as would have applied had the
      Optionee continued to provide services to the Company throughout the leave
      on the same terms as he or she was providing services immediately prior to
      such leave.

            


    

     

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    ISRAELI
STOCK OPTION PLAN

     

      
        

      

    

     

    
      
        	
                12.

              	
                PURCHASE
      FOR INVESTMENT

              


      

    

     

    Notwithstanding
any other provision of the ISOP or any agreement entered into by the Company
pursuant to the ISOP, the Company shall not be obligated, and shall have no
liability for failure, to issue or deliver any Shares under the ISOP unless such
issuance or delivery would comply with the Applicable Laws, with such compliance
determined by the Company in consultation with its legal counsel.  The
Company’s obligation to issue or allocate Shares upon exercise of an Option
granted under the ISOP is expressly conditioned upon:  (a) the
Company’s completion of any registration or other qualifications of such Shares
under any state and/or federal law, rulings or regulations or (b)
representations and undertakings by the Optionee (or his legal representative,
heir or legatee, in the event of the Optionee’s death) to assure that the sale
of the Shares complies with any registration exemption requirements which the
Company in its sole discretion shall deem necessary or
advisable.  Such required representations and undertakings may include
representations and agreements that such Optionee (or his legal representative,
heir, or legatee):  (a) is purchasing such Shares for investment and
not with any present intention of selling or otherwise disposing thereof, and
(b) agrees to have placed upon the face and reverse of any certificates,
evidencing such Shares a legend setting forth (i) any representations and
undertakings which such Optionee has given to the Company or a reference thereto
and (ii) that, prior to effecting any sale or other disposition of any such
Shares, the Optionee must furnish to the Company an opinion of counsel,
satisfactory to the Company, that such sale or disposition will not violate the
applicable requirements of State and federal laws and regulatory
agencies.

     

    
      
        	
                13.

              	
                SHARES
      SUBJECT TO RIGHT OF FIRST
REFUSAL

              


      

    

     

    
      	
               
      

            	
              13.1

            	
              Notwithstanding
      anything to the contrary in the Company’s Bylaws or Certificate of
      Incorporation, as amended from time to time, none of the Optionees shall
      have a right of first refusal in relation to any sale of Company’s shares
      by the Company or any other party.

            


    

     

    
      	
               
      

            	
              13.2

            	
              Unless
      otherwise determined by the Administrator, until such time as the Company
      shall complete an IPO, the sale of Shares issuable upon the exercise of an
      Option shall be subject to a right of first refusal on the part of the
      Repurchaser(s), as set forth in the Exercise Notice provided as a part of
      the Option Agreement, or if not so provided as set forth
      below:  Repurchaser(s) means (i) the Company, if permitted by
      applicable law, (ii) if the Company is not permitted by applicable law,
      then any Affiliate of the Company designated by the Board or (iii) if no
      decision is reached by the Board then the Company’s existing stockholders
      (save, for avoidance of doubt, for other Optionees who already exercised
      their Options), pro rata in accordance with their
      shareholding.  The Optionee or the Trustee on his behalf shall
      give a notice of sale (hereinafter the “Notice”) to the Company
      in order to offer the Shares to the
  Repurchaser(s).

            


    

     

    
      	
               
      

            	
              13.3

            	
              The
      Notice shall specify the name of each proposed purchaser or other
      Transferee (hereinafter the “Proposed Transferee”),
      the Number of Shares offered for sale, the price per Share and the payment
      terms.  The Repurchaser(s) will be entitled for 30 days from the
      day of receipt of the Notice (hereinafter the “Notice Period”), to
      purchase all or part of the offered Shares on a pro rata basis based upon
      their respective holdings in the
Company.

            


    

     

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    ISRAELI
STOCK OPTION PLAN

     

      
        

      

    

     

    
      	
               
      

            	
              13.4

            	
              If
      by the end of the Notice Period, not all of the offered Shares have been
      purchased by the Repurchaser(s), the Optionee or the Trustee on his
      behalf, shall be entitled to sell such Shares at any time during the 90
      days following the end of the Notice Period on terms not more favorable
      than those set out in the Notice, provided that the Proposed Transferee
      agrees in writing that the provisions of this section shall continue to
      apply to the Shares in the hands of such Proposed
    Transferee.

            


    

     

    
      
        	
                14.

              	
                DIVIDENDS

              


      

    

     

    With
respect to all Shares (but excluding, for avoidance of any doubt any exercised
Options) issued upon the exercise of Options by the Optionee and held by the
Trustee, and subject to the Company’s By Laws and Certificates of Incorporation
as amended from time to lime, as well as to Section 10.8 above, the Option shall
be entitled to receive, dividends and other distributions in accordance with the
quantity of such Shares, and subject to any applicable taxation on distribution
of dividends and when applicable according to the provisions of Section
102.

     

    
      
        	
                15.

              	
                RESTRICTIONS
      ON ASSIGNABILITY AND SALE OF
OPTIONS

              


      

    

     

    Except as
set forth in this Section 15, Options may not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner other than by will or by
the laws of descent or distribution.  The designation of a beneficiary
by an Optionee will not constitute a transfer.  An Option may be
exercised, during the lifetime of the holder of an Option, only by such holder
or a transferee permitted by this Section 15.

     

    Notwithstanding
the above, the Administrator may in its discretion grant 3(i) Options that may
be transferred by instrument to an inter vivos or testamentary trust in which
the Options are to be passed to beneficiaries upon the death of the trustor
(settlor) or by gift to family member, on such terms and conditions as the
Administrator deems appropriate; provided however that the provisions in the
case of termination of Continuous Service State under Section 10.8 above shall
continue to be applied with respect to the original Optionee, following which
the Option shall be exercisable by the transferee only to the extent and for the
periods specified in Section 10.7.

     

    
      
        	
                16.

              	
                EFFECTIVE
      DATE AND DURATION OF THE ISOP

              


      

    

     

    The ISOP
shall be effective as of the date it was adopted by the Board and shall
terminate at the end of ten (10) years from such date of adoption by the
Board.

     

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    ISRAELI
STOCK OPTION PLAN

     

      
        

      

    

     

    
      
        	
                17.

              	
                AMENDMENTS
      OR TERMINATION

              


      

    

     

    The Board
may at any time, but after consultation with the Trustee, amend, alter, suspend
or terminate the ISOP.  No amendment, alteration, suspension or
termination of the ISOP shall impair the rights of any Optionee, unless mutually
agreed otherwise between the Optionee and the Administrator, which agreement
must be in writing and signed by the Optionee and the
Company.  Termination of the ISOP shall not affect the Committee’s
ability to exercise the powers granted to it hereunder with respect to Options
granted under the ISOP prior to the date of such termination.

     

    No
Options may be granted under the ISOP while the ISOP is suspended or after it is
terminated.

     

    
      
        	
                18.

              	
                GOVERNMENT
      REGULATIONS

              


      

    

     

    The ISOP,
and the granting and exercise of Options hereunder, and the obligation of the
Company to sell and deliver Shares under such Options, shall be subject to the
Applicable Laws.  Nothing herein shall be deemed to require the
Company to register the Shares under the securities laws of any
jurisdiction.

     

    
      
        	
                19.

              	
                CONTINUANCE
      OF EMPLOYMENT OR HIRED
SERVICES

              


      

    

     

    Neither
the ISOP, nor the Option Agreement with the Optionee, shall impose any
obligation on the Company or a Parent or Affiliate to continue any Optionee in
its employ or service; and nothing in the ISOP or in any Option granted pursuant
thereto shall confer upon any Optionee any right to continue in the employ or
service of the Company or a Parent or Affiliate thereof.

     

    
      
        	
                20.

              	
                GOVERNING
      LAW & JURISDICTION

              


      

    

     

    The ISOP
shall be governed by and construed and enforced in accordance with the laws of
the State of Delaware as applicable to contracts made and to be performed
therein, without giving effect to the principles of conflict of laws; provided
however that to the extent required under law, the Optionees and any tax matters
concerning the Optionees and the grant of Options hereunder, shall be subject to
the tax laws of the State of Israel, including, without limitation, the
Ordinance, as may be amended from time to time.  The competent courts
of Tel Aviv-Jaffa shall have sole jurisdiction in any matters pertaining to the
ISOP.

     

    
      
        	
                21.

              	
                TAX
      CONSEQUENCES

              


      

    

     

    
      	
               
      

            	
              21.1

            	
              Any
      tax consequences arising from the grant or exercise of any Option, from
      the payment for Shares covered thereby or from any other event or act (of
      the Company and/or its Affiliates, the Trustee or the Optionee),
      hereunder, shall be borne solely by the Optionee.  The Company
      and/or its Parent or Affiliates and/or the Trustee shall withhold taxes
      according to the requirements under the applicable laws, rules, and
      regulations, including withholding taxes at
      source.  Furthermore, the Optionee shall agree to indemnify the
      Company and/or its Parent or Affiliates and/or the Trustee and hold them
      harmless against and from any and all liability for any such tax 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 Optionee, the Administrator allows the
      withholding or surrender of Shares to satisfy an Optionee’s tax
      withholding obligations under this Section 21, the Administrator shall not
      allow Shares to be withheld in an amount that exceeds the minimum
      statutory withholding rates for tax purposes, including payroll
      taxes.

            


    

     

     

    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    ISRAELI
STOCK OPTION PLAN

    
       

      
        

      

    

     

    
      	
               
      

            	
              21.2

            	
              The
      Company and/or the Trustee shall not be required to release any Share
      certificate to an Optionee until all required payments have been fully
      made.

            


    

     

    
      	
               
      

            	
              21.3

            	
              To
      the extent provided by the terms of an Option Agreement, the Optionee may
      satisfy any tax withholding obligation relating to the exercise or
      acquisition of Shares under an Option by any of the following means (in
      addition to the Company’s right to withhold from any compensation paid to
      the Option by the Company) or by a combination of such
      means:  (i) tendering a cash payment; (ii) subject to the
      Administrator’s approval on the payment date, authorizing the Company to
      withhold Shares from the Shares otherwise issuable to the Optionee as a
      result of the exercise or acquisition of Shares under the Option in an
      amount not to exceed the minimum amount of tax required to be withheld by
      law; or (iii) subject to Administrator approval on the payment date,
      delivering to the Company owned and unencumbered Shares, provided that
      Shares acquired upon exercise of Options have been held by the Optionee
      for at least 6 months from the date of
exercise.

            


    

     

    
      
        	
                22.

              	
                NON-EXCLUSIVITY
      OF THE ISOP

              


      

    

     

    The
adoption of the ISOP by the Board shall not be construed as amending, modifying
or rescinding any previously approved incentive arrangements or as creating any
limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including, without limitation, the granting of Options
otherwise than under the ISOP, and such arrangements may be either applicable
generally or only in specific cases.

     

    For the
avoidance of doubt, prior grant of options to Optionees of the Company under
their employment agreements, and not in the framework of any previous option
plan, shall not be deemed an approved incentive arrangement for the purpose of
this Section.

     

    
      
        	
                23.

              	
                MULTIPLE
      AGREEMENTS

              


      

    

     

    The terms
of each Option may differ from other Options granted under the ISOP at the same
time, or at any other time.  The Board may also grant more than one
Option to a given Optionee during the term of the ISOP, either in addition to,
or in substitution for, one or more Options previously granted to that
Optionee.

     

    
      
        	
                24.

              	
                INFORMATION
      TO OPTIONEES AND PURCHASERS

              


      

    

     

    The
Company shall provide to each Optionee who acquires Shares pursuant to the ISOP,
not less frequently than annually during the period such participant has one or
more Options outstanding, and, in the case of an individual who acquires Shares
pursuant to the ISOP, during the period such individual owns such Shares, copies
of annual financial statements for the Company.  The Company shall not
be required to provide such statements to key employees whose duties in
connection with the Company assure their access to equivalent
information.

    


    
      
         


      

      
        17