Exhibit 10.12


 


COMPENSATION POLICY


 


HUB CYBER SECURITY (ISRAEL) LTD.


 


Compensation Policy for Executive Officers and
Directors


 


(As Adopted on November 2022)


 






     


     


    

 


A. Overview and Objectives


 


		1.	Introduction



 


This
document sets forth the Compensation Policy for Executive Officers and Directors (this “Compensation Policy”
or “Policy”) of Hub Cyber Security (Israel) Ltd. (“Hub Security” or the “Company”),
in accordance with the requirements of the Companies Law, 5759-1999 and the regulations promulgated thereunder (the “Companies
Law”).


 


Compensation
is a key component of Hub Security’s overall human capital strategy to attract, retain, reward, and motivate highly skilled
individuals that will enhance Hub Security’s value and otherwise assist Hub Security to reach its business and financial long-term
goals. Accordingly, the structure of this Policy is established to tie the compensation of each officer to Hub Security’s goals
and performance.


 


For
purposes of this Policy, “Executive Officers” shall mean “Office Holders” as such term is defined in Section 1
of the Companies Law, excluding, unless otherwise expressly indicated herein, Hub Security’s directors.


 


This Policy is subject to applicable
law and is not intended, and should not be interpreted as limiting or derogating from, provisions of applicable law to the extent not
permitted.


 


This
Policy shall apply to compensation agreements and arrangements which will be approved after the date on which this Policy is adopted and
shall serve as Hub Security’s Compensation Policy for three (3) years, commencing as of its adoption, unless amended
earlier.


 


The
Compensation Committee and the Board of Directors of Hub Security (the “Compensation Committee” and the “Board”,
respectively) shall review and reassess the adequacy of this Policy from time to time, as required by the Companies Law.


 


		2.	Objectives



 


Hub
Security’s objectives and goals in setting this Policy are to attract, motivate and retain experienced and talented leaders
who will contribute to Hub Security’s success and enhance shareholder value, while demonstrating professionalism in an achievement-oriented
and merit-based culture that rewards long-term excellence, and embedding and modeling Hub Security’s core values as part of a motivated
behavior. To that end, this Policy is designed, among other things:


 


		2.1.	To closely align the interests of the Executive Officers with those of Hub Security’s shareholders
in order to enhance shareholder value;



 


		2.2.	To align a significant portion of the Executive Officers’ compensation with Hub Security’s
short and long-term goals and performance;



 


		2.3.	To provide the Executive Officers with a structured compensation package, including competitive salaries,
performance-motivating cash and equity incentive programs and benefits, and to be able to present to each Executive Officer an opportunity
to advance in a growing organization;



 


		2.4.	To strengthen the retention and the motivation of Executive Officers in the long-term;



 


		2.5.	To provide appropriate awards in order to incentivize superior individual excellence and corporate performance;
and



 


		2.6.	To maintain consistency in the way Executive Officers are compensated.



 






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		3.	Compensation Instruments



 


Compensation instruments
under this Policy may include the following:


 


		3.1.	Base salary;



 


		3.2.	Benefits;



 


		3.3.	Cash bonuses;



 


		3.4.	Equity based compensation;



 


		3.5.	Change of control provisions; and



 


		3.6.	Retirement and termination terms.



 


		4.	Overall Compensation - Ratio Between Fixed and Variable Compensation



 


		4.1.	This Policy aims to balance the mix of “Fixed Compensation” (comprised of base salary and
benefits) and “Variable Compensation” (comprised of cash bonuses and equity-based compensation) in order to, among other things,
appropriately incentivize Executive Officers to meet Hub Security’s short and long-term goals while taking into consideration the
Company’s need to manage a variety of business risks.



 


		4.2.	The total annual target bonus and equity-based compensation per vesting annum (based on the fair market
value at the time of grant calculated on a linear basis) of each Executive Officer shall not exceed 95% of such Executive Officer’s
total compensation package for such year.



 


		5.	Inter-Company Compensation Ratio



 


		5.1.	In the process of drafting this Policy, the Board and Compensation Committee have examined the ratio between
employer cost associated with the engagement of the Executive Officers, including directors, and the average and median employer cost
associated with the engagement of Hub Security’s other employees (including contractor employees as defined in the Companies Law)
(the “Ratio”).



 


		5.2.	The possible ramifications of the Ratio on the daily working environment in Hub Security were examined
and will continue to be examined by Hub Security from time to time in order to ensure that levels of executive compensation, as compared
to the overall workforce will not have a negative impact on work relations in Hub Security.



 


B.
Base Salary and Benefits


 


		6.	Base Salary



 


		6.1.	A base salary provides stable compensation to Executive Officers and allows Hub Security to attract and
retain competent executive talent and maintain a stable management team. The base salary varies among Executive Officers, and is individually
determined according to the educational background, prior vocational experience, qualifications, corporate role, business responsibilities
and past performance of each Executive Officer.



 


		6.2.	Since a competitive base salary is essential to Hub Security’s ability to attract and retain highly
skilled professionals, Hub Security will seek to establish a base salary that is competitive with base salaries paid to Executive Officers
in a peer group of other companies operating in sectors that are as much as possible similar in their characteristics to Hub Security
the list of which shall be reviewed and approved by the Compensation Committee annually. To that end, Hub Security shall utilize comparative
market data and practices as a reference, including a survey comparing and analyzing the level of the overall compensation package offered
to an Executive Officer with compensation packages for persons serving in similar positions (to that of the relevant officer) in the peer
group. Such compensation survey may be conducted internally or through an external independent consultant.



 






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		6.3.	The Compensation Committee and the Board may periodically consider and approve base salary adjustments
for Executive Officers. The main considerations for salary adjustment will be similar to those used in initially determining the base
salary, but may also include change of role or responsibilities, recognition for professional achievements, regulatory or contractual
requirements, budgetary constraints or market trends. The Compensation Committee and the Board will also consider the previous and existing
compensation arrangements of the Executive Officer whose base salary is being considered for adjustment. Any limitation herein based on
the annual base salary shall be calculated based on the monthly base salary applicable at the time of consideration of the respective
grant or benefit.



 


		7.	Benefits



 


		7.1.	The following benefits may be granted to the Executive Officers in order, among other things, to comply
with legal requirements:



 


		7.1.1.	Vacation days in accordance with market practice;



 


		7.1.2.	Sick days in accordance with market practice;



 


		7.1.3.	Convalescence pay according to applicable law;



 


		7.1.4.	Monthly remuneration for a study fund, as allowed by applicable law and with reference to Hub Security’s
practice and the practice in peer group companies (including contributions on bonus payments);



 


		7.1.5.	Hub Security shall contribute on behalf of the Executive Officer to an insurance policy or a pension fund,
as allowed by applicable law and with reference to Hub Security’s policies and procedures and the practice in peer group companies
(including contributions on bonus payments); and



 


		7.1.6.	Hub Security shall contribute on behalf of the Executive Officer towards work disability insurance, as
allowed by applicable law and with reference to Hub Security’s policies and procedures and to the practice in peer group companies.



 


		7.2.	Non-Israeli Executive Officers may receive other similar, comparable or customary benefits as applicable
in the relevant jurisdiction in which they are employed. Such customary benefits shall be determined based on the principles otherwise
set forth in this Policy (with the necessary changes and adjustments).



 


		7.3.	In the events of relocation and/or repatriation of an Executive Officer to another geography, such Executive
Officer may receive other similar, comparable or customary benefits as applicable in the relevant jurisdiction in which he or she is employed
or additional payments to reflect adjustments in the cost of living. Such benefits may include reimbursement for out-of-pocket one-time
payments and other ongoing expenses, such as a housing allowance, a car allowance, home leave visit, etc.



 


		7.4.	Hub Security may offer additional benefits to its Executive Officers, which will be comparable to customary
market practices, such as, but not limited to: cellular and land line phone benefits, company car and travel benefits, reimbursement of
business travel including a daily stipend when traveling and other business related expenses, insurances, other benefits (such as newspaper
subscriptions, academic and professional studies), etc., provided, however, that such additional benefits shall be determined in
accordance with Hub Security’s policies and procedures.



 






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C. Cash Bonuses


 


		8.	Annual Cash Bonuses - The Objective



 


		8.1.	Compensation in the form of an annual cash bonus is an important element in aligning the Executive Officers’
compensation with Hub Security’s objectives and business goals. Therefore, annual cash bonuses will reflect a pay-for-performance
element, with payout eligibility and levels determined based on actual financial and operational results, in addition to other factors
the Compensation Committee may determine, including individual performance.



 


		8.2.	An annual cash bonus may be awarded to Executive Officers upon the attainment of pre-set periodical objectives
and individual targets determined by the Compensation Committee (and, if required by law, by the Board) for each fiscal year, or in connection
with such officer’s engagement, in case of newly hired Executive Officers, taking into account Hub Security’s short and long-term
goals, as well as its compliance and risk management policies. The Compensation Committee and the Board shall also determine applicable
minimum thresholds that must be met for entitlement to the annual cash bonus (all or any portion thereof) and the formula for calculating
any annual cash bonus payout, with respect to each fiscal year, for each Executive Officer. In special circumstances, as determined by
the Compensation Committee and the Board (e.g., regulatory changes, significant changes in Hub Security’s business environment,
a significant organizational change, significant merger and acquisition events, etc.), the Compensation Committee and the Board may
modify the objectives and/or their relative weight during the fiscal year, or may modify payouts following the conclusion of the year.



 


		8.3.	In the event that the employment of an Executive Officer is terminated prior to the end of a fiscal year,
the Company may (but shall not be obligated to) pay such Executive Officer an annual cash bonus (which may or may not be pro-rated) assuming
the Executive Officer is otherwise entitled to an annual cash bonus.



 


		8.4.	The actual annual cash bonus to be paid to Executive Officers shall be approved by the Compensation Committee
and the Board.



 


		9.	Annual Cash Bonuses - The Formula



 


Executive Officers other
than the CEO


 


		9.1.	The performance objectives for
the annual cash bonus of Executive Officers, other than Hub Security’s chief executive officer (the “CEO”), may
be approved by the CEO (in lieu of the Compensation Committee) and may be based on company, division/ departmental/business unit
and individual objectives. Measurable performance objectives, which include the objectives and the weight to be assigned to each achievement
in the overall evaluation, which will be based on actual financial and operational results, such as (by way of example and not by way
of limitation) revenues, operating income and cash flows and may further include, divisional or personal objectives which may include
operational objectives, such as (by way of example and not by way of limitation) market share, initiation of new markets and operational
efficiency, customer focused objectives, project milestones objectives and investment in human capital objectives, such as (by way of
example and not by way of limitation) employee satisfaction, employee retention and employee training and leadership programs. The Company
may also grant annual cash bonuses to the Executive Officers, other than the CEO, on a discretionary basis.



 


		9.2.	The target annual cash bonus (not including any commissions in the case of Commission Based Executive
Officers (as defined below)) that an Executive Officer, other than the CEO, will be entitled to receive for any given fiscal year, will
not exceed 163 % of such Executive Officer’s annual base salary.



 


		9.3.	The maximum annual cash bonus (not including any commissions in the case of Commission Based Executive
Officers), including for overachievement performance, that an Executive Officer, other than the CEO, will be entitled to receive for any
given fiscal year, will not exceed 258% of such Executive Officer’s annual base salary.



 


		9.4.	The annual commissions that any Executive Officer in a role with the Company which the Compensation Committee
and the Board determine should be compensated in the form of commissions (collectively, the “Commission Based Executive Officers”)
will not exceed 3% of the Company’s revenue for such given fiscal year.



 






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CEO


 


		9.5.	The annual cash bonus of the CEO will be mainly based on measurable performance objectives and subject
to minimum thresholds as provided in Section 8.2 above. Such measurable performance objectives will be determined annually by the
Compensation Committee (and, if required by law, by the Board) and will be based on company and personal objectives. These measurable
performance objectives, which include the objectives and the weight to be assigned to each achievement in the overall evaluation, will
be based on overall company performance measures, which are based on actual financial and operational results, such as (by way of example
and not by way of limitation) revenues, sales, operating income, EBITDA, cash flow or the Company’s annual operating plan and long-term
plan.



 


		9.6.	The less significant part of the annual cash bonus granted to the CEO, and in any event not more than
30 % of the annual cash bonus, may be based on a discretionary evaluation of the CEO’s overall performance by the Compensation Committee
and the Board based on quantitative and qualitative criteria.



 


		9.7.	The target annual cash bonus that the CEO will be entitled to receive for any given fiscal year, will
not exceed 200 % of the CEO’s annual base salary.



 


		9.8.	The maximum annual cash bonus including for overachievement performance that the CEO will be entitled
to receive for any given fiscal year, will not exceed 300 % of the CEO’s annual base salary.



 


		10.	Other Bonuses



 


		10.1.	Special Bonus. Hub Security may grant its Executive Officers a special bonus as an award for special
achievements (such as in connection with mergers and acquisitions, offerings, achieving target budget or business plan objectives under
exceptional circumstances, or special recognition in case of retirement) or as a retention award at the CEO’s discretion for Executive
Officers other than the CEO (and in the CEO’s case, at the Compensation Committee’s and the Board’s discretion), subject
to any additional approval as may be required by the Companies Law (the “Special Bonus”). Any such Special Bonus will
not exceed 200 % of the Executive Officer’s annual base salary. A Special Bonus can be paid, in
whole or in part, in equity in lieu of cash and the value of any such equity component of a Special Bonus shall be determined in accordance
with Section ‎13.3 below.



 


		10.2.	Signing Bonus. Hub Security may grant a newly recruited Executive Officer a signing bonus. Any
such signing bonus shall be granted and determined at the CEO’s discretion for Executive Officers other than the CEO (and in the
CEO’s case, at the Compensation Committee’s and the Board’s discretion), subject to any additional approval as may be
required by the Companies Law (the “Signing Bonus”). Any such Signing Bonus will not exceed 100 % of the Executive
Officer’s annual base salary.



 


		10.3.	Relocation/ Repatriation Bonus. Hub Security may grant its Executive Officers a special bonus in
the event of relocation or repatriation of an Executive Officer to another geography (the “Relocation Bonus”). Any
such Relocation Bonus will include customary benefits associated with such relocation and its monetary value will not exceed 100 % of
the Executive Officer’s annual base salary.



 


		11.	Compensation Recovery (“Clawback”)



 


		11.1.	In the event of an accounting restatement, Hub Security shall be entitled to recover from its Executive
Officers the bonus compensation or performance-based equity compensation in the amount in which such compensation exceeded what would
have been paid based on the financial statements, as restated, provided that a claim is made by Hub Security prior to the second anniversary
following the filing of such restated financial statements.



 



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		11.2.	Notwithstanding the aforesaid, the compensation recovery will not be triggered in the following events:



 


		11.2.1.	The financial restatement is required due to changes in the applicable financial reporting standards;
or



 


		11.2.2.	The Compensation Committee has determined that Clawback proceedings in the specific case would be impossible,
impractical, or not commercially or legally efficient.



 


		11.3.	Nothing in this Section ‎11 derogates from any other “Clawback” or similar provisions
regarding disgorging of profits imposed on Executive Officers by virtue of applicable securities laws or a separate contractual obligation.



 


D. Equity
Based Compensation


 


		12.	The Objective



 


		12.1.	The equity-based compensation for the Executive Officers will be designed in a manner consistent with
the underlying objectives of the Company in determining the base salary and the annual cash bonus, with its main objectives being to enhance
the alignment between the Executive Officers’ interests with the long-term interests of Hub Security and its shareholders, and to
strengthen the retention and the motivation of Executive Officers in the long term. In addition, since equity-based awards are structured
to vest over multiple years, their incentive value to recipients is aligned with longer-term strategic plans.



 


		12.2.	The equity-based compensation offered by Hub Security is intended to be in the form of share options and/or
other equity-based awards, such as restricted shares, restricted stock units or performance stock units, in accordance with the Company’s
equity incentive plan in place as may be updated from time to time.



 


		12.3.	All equity-based incentives granted to Executive Officers (other than bonuses paid in equity in lieu of
cash) shall normally be subject to vesting periods in order to promote long-term retention of the awarded Executive Officers. Unless determined
otherwise in a specific award agreement or in a specific compensation plan approved by the Compensation Committee and the Board, grants
to Executive Officers other than non-employee directors shall vest based on time, gradually over a period of at least two (2) to
four (4) years, or based on performance. The exercise price of options shall be determined in accordance with Hub Security’s
policies, the main terms of which shall be disclosed in the annual report of Hub Security.



 


		12.4.	All other terms of the equity awards shall be in accordance with Hub Security’s incentive plans
and other related practices and policies. Accordingly, the Board may, following approval by the Compensation Committee, make modifications
to such awards consistent with the terms of such incentive plans, subject to any additional approval as may be required by the Companies
Law.



 


		13.	General Guidelines for the Grant of Awards



 


		13.1.	The equity-based compensation shall be granted from time to time and be individually determined and awarded
according to the performance, educational background, prior business experience, qualifications, corporate role and the personal responsibilities
of the Executive Officer.



 






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		13.2.	In determining the equity-based compensation granted to each Executive Officer, the Compensation Committee
and the Board shall consider the factors specified in Section 13.1 above, and in any event, the
total fair market value of an annual equity-based compensation award at the time of
grant (not including bonuses paid in equity in lieu of cash) shall not exceed: (i) with respect to the CEO - the higher of (w) seven
times of the CEO’s annual base salary or (x) 0.5% of the Company’s fair market value at the time of approval of the grant
by the Board; and (ii) with respect to each of the other Executive Officers - the higher of (y) seven times of the Executive
Officer’s annual base salary or (z) 0.35% of the Company’s fair market value at the time of approval of the grant by
the Board.



 










		13.3.	The fair market value of the equity-based compensation for the Executive Officers will be determined by
multiplying the number of shares underlying the grant by the market price of Hub Security’s ordinary shares on or around the time
of the grant or according to other acceptable valuation practices at the time of grant, in each case, as determined by the Compensation
Committee and the Board.



 


E. Retirement and Termination of Service
Arrangements


 


		14.	Advanced Notice Period



 


Hub
Security may provide an Executive Officer, on the basis of the Executive Officer’s seniority in the Company, the Executive
Officer’s contribution to the Company’s goals and achievements and the circumstances of the Executive Officer’s retirement
prior notice of termination of up to twelve (12) months in the case of the CEO and six (6) months in the case of other Executive
Officers, during which the Executive Officer may be entitled to all of the compensation elements, and to the continuation of vesting of
the Executive Officer’s equity-based compensation. Such advance notice may or may not be provided in addition to severance, provided,
however, that the Compensation Committee shall take into consideration the Executive Officer’s entitlement to advance notice in
establishing any entitlement to severance and vice versa.


 


		15.	Adjustment Period



 


Hub
Security may provide an additional adjustment period of up to six (6) months to the CEO or to any other Executive Officer
according to the Executive Officer’s seniority in the Company, his/her contribution to the Company’s goals and achievements
and the circumstances of retirement, during which the Executive Officer may be entitled to all of the compensation elements, and to the
continuation of vesting of the Executive Officer’s equity-based compensation.


 


		16.	Additional Retirement and Termination Benefits



 


Hub
Security may provide additional retirement and terminations benefits and payments as may be required by applicable law (e.g., mandatory
severance pay under Israeli labor laws), or which will be comparable to customary market practices.


 


		17.	Non-Compete Grant



 


Upon
termination of employment and subject to applicable law, Hub Security may grant to its Executive Officers a non-compete grant as
an incentive to refrain from competing with Hub Security for a defined period of time. The terms and conditions of the non-compete grant
shall be decided by the Board and shall not exceed such Executive Officer’s monthly base salary multiplied by twelve (12). The Board
shall consider the existing entitlements of the Executive Officer in connection with the consideration of any non-compete grant.


 


		18.	Limitation Retirement and Termination of Service Arrangements



 


The
total non-statutory payments under Section 14-17 above for a given Executive Officer shall not exceed the Executive Officer’s
monthly base salary multiplied by twenty-four (24). The limitation under this Section 18 does not apply to benefits and payments
provided under other chapters of this Policy.


 






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F. Exculpation, Indemnification and
Insurance


 


		19.	Exculpation



 


Each
and every director and Executive Officer may be exempted in advance for all or any of his/her liability for damage in consequence
of a breach of the duty of care, to the fullest extent permitted by applicable law.


 


		20.	Insurance and Indemnification



 


		20.1.	Hub Security may indemnify its directors and Executive Officers to the fullest extent permitted by applicable
law, for any liability and expense that may be imposed on the director or the Executive Officer, as provided in the indemnity agreement
between such individuals and Hub Security all subject to applicable law and the Company’s articles of association.



 


		20.2.	Hub Security will provide directors’ and officers’ liability insurance (the “Insurance
Policy”) for its directors and Executive Officers as follows:



 


		20.2.1.	The limit of liability of the insurer shall not exceed the greater of $700 million or 50% of the Company’s
shareholders equity based on the most recent financial statements of the Company at the time of approval of the Insurance Policy by the
Compensation Committee; and



 


		20.2.2.	The Insurance Policy, as well as the limit of liability and the premium for each extension or renewal
shall be approved by the Compensation Committee (and, if required by law, by the Board) which shall determine that the sums are reasonable
considering Hub Security’s exposures, the scope of coverage and the market conditions and that the Insurance Policy reflects the
current market conditions and that it shall not materially affect the Company’s profitability, assets or liabilities.



 


		20.3.	Upon circumstances to be approved by the Compensation Committee (and, if required by law, by the Board),
Hub Security shall be entitled to enter into a “run off” Insurance Policy (the “Run-Off Policy”) of up
to seven (7) years, with the same insurer or any other insurance, as follows:



 


		20.3.1.	The limit of liability of the insurer shall not exceed the greater of $700 million or 50% of the Company’s
shareholders equity based on the most recent financial statements of the Company at the time of approval by the Compensation Committee;
and



 


		20.3.2.	The Run-Off Policy, as well as the limit of liability and the premium for each extension or renewal shall
be approved by the Compensation Committee (and, if required by law, by the Board) which shall determine that the sums are reasonable considering
the Company’s exposures covered under such policy, the scope of coverage and the market conditions and that the Run-Off Policy reflects
the current market conditions and that it shall not materially affect the Company’s profitability, assets or liabilities.



 


		20.4.	Hub Security may extend an Insurance Policy in effect to include coverage for liability pursuant to a
future public offering of securities as follows:



 


		20.4.1.	The Insurance Policy, as well as the additional premium shall be approved by the Compensation Committee
(and if required by law, by the Board) which shall determine that the sums are reasonable considering the exposures pursuant to such public
offering of securities, the scope of coverage and the market conditions and that the Insurance Policy reflects the current market conditions,
and that it does not materially affect the Company’s profitability, assets or liabilities.



 


G. Arrangements upon Change of Control


 


		21.	The following benefits may be granted to the Executive Officers (in addition to, or in lieu
of, the benefits applicable in the case of any retirement or termination of service) upon or in connection with a “Change
of Control” or, where applicable, in the event of a Change of Control following which the employment of the Executive
Officer is terminated or adversely adjusted in a material way:



 



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		21.1.	Acceleration of vesting of outstanding options or other equity-based awards;



 


		21.2.	Extension of the exercise period of equity-based grants for the Executive Officers for a period of up
to one (1) year, following the date of termination of employment; and



 


		21.3.	Up to an additional six (6) months of continued base salary and benefits following the date of termination
of employment (the “Additional Adjustment Period”). For avoidance of doubt, such additional Adjustment Period may be
in addition to the advance notice and adjustment periods pursuant to Sections 14 and ‎15 of this Policy, but subject to the limitation
set forth in Section 18 of this Policy.



 


		21.4.	A cash bonus not to exceed 200% of the Executive Officer’s annual base salary in case of an Executive
Officer other than the CEO and 250% in case of the CEO.



 


H. Board of Directors Compensation


 


		22.	All Hub Security’s non-employee Board members may be entitled to an annual cash fee retainer of
up to $35,000 (and up to $180,000 for the chairperson of the Board), an annual committee membership fee retainer of up to $10,000, and
an annual committee chairperson cash fee retainer of up to $20,000 (it is being clarified that the payment for the chairpersons would
be in lieu of (and not in addition) to the payments referenced above for committee membership).



 


		23.	The compensation of the Company’s external directors, if any are required and elected, shall be
in accordance with the Companies Regulations (Rules Regarding the Compensation and Expenses of an External Director), 5760-2000,
as amended by the Companies Regulations (Relief for Public Companies Traded in Stock Exchange Outside of Israel), 5760-2000, as such regulations
may be amended from time to time.



 


		24.	Notwithstanding the provisions of Section 22 above, in special circumstances, such as in the case
of a professional director, an expert director or a director who makes a unique contribution to the Company, such director’s compensation
may be different than the compensation of all other directors and may be greater than the maximum amount allowed under Section 22.



 


		25.	Each non-employee director and the chairperson of the Board may be granted equity-based compensation.
The total fair market value of a "welcome" or an annual equity-based compensation at the time of grant shall not exceed the
higher of (i) $250,000 or (x) 0.5% of the Company’s fair market value at the time of approval of the grant by the Board.



 


		26.	All other terms of the equity awards shall be in accordance with Hub Security’s incentive plans
and other related practices and policies. Accordingly, the Board may, following approval by the Compensation Committee, make modifications
to such awards consistent with the terms of such incentive plans, subject to any additional approval as may be required by the Companies
Law.



 


		27.	In addition, members of the Board may be entitled to reimbursement of expenses in connection with the
performance of their duties.



 


		28.	The compensation (and limitations) stated under Section H will not apply to directors who serve as
Executive Officers.



 


I.
Miscellaneous


 


		29.	Nothing in this Policy shall be deemed to grant to any of the Executive Officers, employees, directors,
or any third party any right or privilege in connection with their employment by or service to the Company, nor deemed to require Hub
Security to provide any compensation or benefits to any person. Such rights and privileges shall be governed by applicable personal employment
agreements or other separate compensation arrangements entered into between Hub Security and the recipient of such compensation or benefits.
The Board may determine that none or only part of the payments, benefits and perquisites detailed in this Policy shall be granted, and
is authorized to cancel or suspend a compensation package or any part of it.



 



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		30.	An Immaterial Change in the Terms of Employment of an Executive Officer other than the CEO may be approved
by the CEO, provided that the amended terms of employment are in accordance with this Policy. An “Immaterial Change in the Terms
of Employment” means a change in the terms of employment of an Executive Officer with an annual total cost to the Company not exceeding
an amount equal to two (2) monthly base salaries of such employee.



 


		31.	In the event that new regulations or law amendment in connection with Executive Officers’ and directors’
compensation will be enacted following the adoption of this Policy, Hub Security may follow such new regulations or law amendments, even
if such new regulations are in contradiction to the compensation terms set forth herein.



 


		32.	For the purposes of this Policy, any and all limitations relating to the payment to any Executive Officer
(including the CEO), will apply only to the payments made to such Executive Officer and not with respect to any payment to a relative
thereof as a result of any engagement or employment relations between the Company and such relative.



 


*********************


 


This
Policy is designed solely for the benefit of Hub Security and none of the provisions thereof are intended to provide any rights
or remedies to any person other than Hub Security.


 



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