ex1026.htm


    Exhibit 10.26


    


    PIMI
AGRO CLEANTECH INC.

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    _________________________________________________

    


    2009
SHARE INCENTIVE PLAN

    _________________________________________________

    


    


    


    


    


    


     

    


     

    


     

    


     

    


    


    


    


     

    


     

    
      __________________________________

      


      Adopted:
Arpil __, 2009

      


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      __________________________________

       

      PIMI AGRO CLEANTECH
INC.


      
        2009
SHARE INCENTIVE PLAN

      

      


      __________________________________

       

    

     

     

    Unless
otherwise defined, terms used herein shall have the meaning ascribed to them in
Section ‎2
hereof.

     

    1. PURPOSE;
TYPES OF AWARDS; CONSTRUCTION.

     

    1.1. Purpose.  The
purposes of this 2009 Share Incentive Plan (as amended, the “Plan”) is to replace the 2008 Pimi Agro Cleantech
Ltd. ("Pimi Israel") 2008 Share Option Plan pursuant to which directors,
executives and selected employees and consultants of Pimi Israel were granted
561,161 options under the
Pimi Israel 2008 Share Option Plan ("Pimi Israel Option
Plan") and also to
afford an incentive to employees, directors, officers, consultants, advisors,
suppliers and any other person or entity whose services are considered valuable
(collectively, the “Service
Providers”) to Pimi Agro Cleantech, Inc.  (the “Company”), or any Affiliate of
the Company, which now exists or hereafter is organized or acquired by the
Company, to continue as Service Providers, to increase their efforts on behalf
of the Company or Affiliate and to promote the success of the Company's
business, by providing such Service Providers with opportunities to acquire a
proprietary interest in the Company by the issuance of Ordinary Shares of the
Company, and the grant of options to purchase Shares, restricted Shares awards
(“Restricted Shares”)
and other Share-based Awards pursuant to the Plan.

     

    1.2. Types of Awards. The
Plan is intended to enable the Company to issue Awards under varying tax
regimes, including, without limitation:

     

     

    
      	
              (i)  

            	
              pursuant
      and subject to the provisions of Section 102 of the Ordinance, including
      without limitation the Income Tax Rules (Tax Benefits in Stock Issuance to
      Employees) 5763-2003 (the “Rules”) or such other
      rules published by the Israeli Income Tax Authorities (the “ITA”) (such Awards,
      “102 Awards”). 102
      Awards may either be granted to a Trustee or without a
      trustee;

            


    

     

    
      	
              (ii)  

            	
              pursuant
      to Section 3(9) of the Ordinance (such Awards, “3(9)
      Awards”);

            


    

     

    
      	
              (iii)  

            	
              Incentive
      Stock Options within the meaning of Section 422 of the Code, or the
      corresponding provision of any subsequently enacted United States federal
      tax statute, as amended from time to time, to be granted to Service
      Providers who are deemed to be residents of the U.S. for purposes of
      taxation;

            


    

     

    
      	
              (iv)  

            	
              Nonqualified
      Stock Options to be granted to Service Providers who are deemed to be
      residents of the U.S. for purposes of taxation;
  and

            


    

     

    
      	
              (v)  

            	
              Other
      stock-based Awards pursuant to Section ‎12
      hereof.

            


    

     

     

    
      
        
        

      

      
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    In
addition to the issuance of Awards under the relevant tax regimes in the United
States of America and the State of Israel, the Plan contemplates issuances to
Grantees in other jurisdictions with respect to which the Committee is empowered
to make the requisite adjustments in the Plan and set forth the relevant
conditions in the Company’s agreement with the Grantee in order to comply with
the requirements of the tax regimes in any such jurisdictions.

     

    The Plan
contemplates the issuance of Awards by the Company, both as a private company
and as a publicly traded company.

     

    1.3. Construction. To the
extent any provision herein conflicts with the conditions of any relevant tax
law or regulation which are relied upon for tax relief in respect of a
particular Award to a Grantee, the provisions of such law or regulation shall
prevail over those of the Plan and the Committee is empowered hereunder to
interpret and enforce the said prevailing provisions.

     

    2. DEFINITIONS.

     

    2.1. Terms
Generally.  The definitions of terms herein shall apply equally
to the singular and plural forms of the terms defined.  Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms.  The words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without
limitation”.  Unless the context requires otherwise (i) any
definition of or reference to any agreement, instrument or other document herein
shall be construed as referring to such agreement, instrument or other document
as from time to time amended, restated, supplemented or otherwise modified
(subject to any restrictions on such amendments, restatements, supplements or
modifications set forth therein or herein), (ii) references to any law,
constitution, statute, treaty, regulation, rule or ordinance, including any
section or other part thereof shall refer to that it as amended from time to
time and shall include any successor law, (iii) reference to a person shall
means an individual, partnership, corporation, limited liability company,
association, trust, unincorporated organization, or a government or agency or
political subdivision thereof, (iv) the words “herein”, “hereof” and
“hereunder”, and words of similar import, shall be construed to refer to this
Plan in its entirety and not to any particular provision hereof and (v) all
references herein to Sections shall be construed to refer to Sections to this
Plan.

     

    2.2. Defined Terms. The
following terms shall have the meanings ascribed to them in this Section ‎2:

    2.2.1. “Affiliate” shall mean an
affiliate of, or person affiliated with, a specified person or company or other
trade or business that directly, or indirectly through one or more
intermediaries, controls, is controlled by or is under common control with such
person within the meaning of Rule 405 of Regulation C under the Securities Act,
including, without limitation, any Subsidiary. For the purpose of Options
granted pursuant to Section 102 shall mean also an “employing company” within
the meaning of Section 102(a) of the Ordinance.

     

    2.2.2. “Applicable Law” shall mean any
applicable law, rule, regulation, statute, pronouncement, policy,
interpretation, judgment, order or decree of any federal, provincial, state or
local governmental, regulatory or adjudicative authority or agency, of any
jurisdiction, and the rules and regulations of any stock exchange or trading
system on which the Shares are then traded or listed.

     

    2.2.3. “Award” shall mean any
Restricted Share, Option or any other Share-based award, granted to a Grantee
under the Plan and any share issued pursuant to the exercise
thereof.

     

     

     

    
      
        
        

      

      
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    2.2.4. “Board” shall mean the Board of
Directors of the Company.

     

    2.2.5. “Code” shall mean the United
States Internal Revenue Code of 1986, as amended.

     

    2.2.6. “Committee” shall mean a
committee established by the Board to administer the Plan, subject to Section ‎3.1.

     

    2.2.7. “Companies Law” shall mean the
Israel Companies Law-1999 and the regulations promulgated there under, all as
amended from time to time.

     

    2.2.8. “Controlling Shareholder” shall
have the meaning set forth in Section 32(9) of the Ordinance.

     

    2.2.9. “Disability” shall mean (i) the
inability of a Grantee to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a
continuous period of not less than 12 months, as determined by a medical doctor
satisfactory to the Committee or, if applicable, (ii) as “permanent and total
disability” as defined in Section 22(e)(3) of the Code, as amended from time to
time.

     

    2.2.10. “Employee” shall mean a person
who is employed by the Company or any of its Affiliates, including, for the
purpose of Section 102, an individual who is serving as an “office holder” as
defined under the Companies Law, but excluding any Controlling
Shareholder.

     

    2.2.11. “Exercise Period” shall mean
the period, commencing on the date of grant of an Option, during which an Option
shall be exercisable, subject to any vesting provisions thereof and the
termination provisions hereof.

     

    2.2.12. “Exercise Price” shall mean the
exercise price for each Share covered by an Option.

     

    2.2.13. “Fair Market Value” per share
as of a particular date shall mean (i) the closing sales price per Share on the
securities exchange on which the Shares are principally traded for the last
preceding date on which there was a sale of such Shares on such exchange; or
(ii) if the Shares are listed on Nasdaq, the last reported price per Share on
Nasdaq on the last preceding date on which there was a sale of such Share on
Nasdaq; or (iii) if the Shares are then traded in an over-the-counter market,
the average of the closing bid and asked prices for the Shares in such
over-the-counter market for the last preceding date on which there was a sale of
such Shares in such market; (iv) if the Shares are not then listed on a
securities exchange or market or traded in an over-the-counter market, such
value as the Committee, in its sole discretion, shall determine which
determination shall be conclusive and binding on all parties, and shall be made
after such consultations with outside legal, accounting and other experts as the
Committee may deem advisable. The Committee may maintain a written record of its
method of determining such value. If the Shares are listed or quoted on more
than one established stock exchange or national market system, the Committee
shall determine the appropriate exchange or system for the purpose of
determination of Fair Market Value.

     

    2.2.14. “Grantee” shall mean a person
who receives a grant of Award under the Plan, and who at the time of grant is a
Service Provider of the Company or any Affiliate thereof.

     

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

     

    2.2.16. “Nonqualified Stock Option”
shall mean any Option granted to Service Provider who is deemed to be residents
of the U.S. for purposes of taxation, which Option is not designated as, or does
not meet the conditions for, an Incentive Stock Option.

     

     

     

    
      
        
        

      

      
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    2.2.17. “Options” shall mean all
options to purchase Shares granted as 102 Awards, 3(9) Awards, Incentive Stock
Options and Non-Qualified Stock Options, as well as options to purchase Shares
issued under other tax regimes.

     

    2.2.18. “Ordinance” shall mean the
Israeli Income Tax Ordinance (New Version) 1961, and the regulations promulgated
thereunder, all as amended from time to time.

     

    2.2.19. “Parent” shall mean any company
(other than the Company), which now exists or is hereafter organized, (i) in an
unbroken chain of companies ending with the Company if, at the time of granting
an Award, each of the companies (other than the Company) owns stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of
stock in one of the other companies in such chain, or, if applicable, (ii) as
defined in Section 424(e) of the Code.

     

    2.2.20. “Retirement” shall mean a
Grantee's retirement pursuant to applicable law or in accordance with the terms
of any tax-qualified retirement plan maintained by the Company or any of its
affiliates in which the Grantee participates.

     

    2.2.21. “Securities Act” shall mean
Securities Act of 1933, as amended.

     

    2.2.22. “Shares” shall mean Shares of
Common Stock, par value  $ 0.01 each of the Company.

     

    2.2.23. “Subsidiary” shall mean any
company (other than the Company), which now exists or is hereafter organized or
acquired by the Company, (i) in an unbroken chain of companies beginning with
the Company if, at the time of granting an Award, each of the companies other
than the last company in the unbroken chain owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in one
of the other companies in such chain, or, if applicable, (ii) as defined in
Section 424(f) of the Code.

     

    2.2.24. “Ten Percent Shareholder” shall
mean a Grantee who, at the time an Incentive Stock Option is granted, owns
shares possessing more than ten percent (10%) of the total combined voting power
of all classes of shares of the Company or any Parent or
Subsidiary.

     

    2.2.25. “Trustee” shall mean S.G.S
Trusts LTD from 4 Berkovich Street Tel-Aviv, or any other  trustee
appointed instead by the Committee or the Board, as the case may be, to hold the
respective Options and/or Shares (and, in relation with 102 Awards, approved by
the Israeli tax authorities), if so appointed.

     

    2.3. Other Defined Terms.
The following terms shall have the meanings ascribed to them in the Sections set
forth below:

     

    
      	
              Term

            	
              Section

            
	
              102
      Awards

            	
              ‎1.2‎(i)

            
	
              102
      Capital Gains Track Options

            	
              ‎9.1

            
	
              102
      Non-Trustee Options

            	
              ‎9.2

            
	
              102
      Ordinary Income Track Options

            	
              ‎9.1

            
	
              102
      Trustee Options

            	
              ‎9.1

            
	
              3(9)
      Awards

            	
              ‎1.2‎(ii)

            
	
              Cause

            	
              ‎6.6.3

            
	
              Company

            	
              ‎1.1

            
	
              Effective
      Date

            	
              ‎24.1

            
	
              Election

            	
              ‎9.2

            
	
              Eligible
      102 Grantees

            	
              ‎4.2

            


       

       

      
        
          
          

        

        
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              ISO
      Shares

            	
              ‎8.3

            
	
              ITA

            	
              ‎1.2‎(i)

            
	
              Market
      Stand-Off

            	
              ‎16

            
	
              Merger/Sale

            	
              ‎13.2

            
	
              Option
      Agreement

            	
              ‎6

            
	
              Plan

            	
              ‎1.1

            
	
              Required
      Holding Period

            	
              ‎9.4

            
	
              Restricted
      Period

            	
              ‎11.4

            
	
              Restricted
      Share Agreement

            	
              ‎11

            
	
              Restricted
      Share Unit Agreement

            	
              ‎12

            
	
              Restricted
      Shares

            	
              ‎1.1

            
	
              RSU

            	
              ‎12

            
	
              Rules

            	
              ‎1.2‎(i)

            
	
              Service
      Provider(s)

            	
              ‎1.1

            
	
              Successor
      Corporation

            	
              ‎13.2.1

            
	
              Withholding
      Obligations

            	
              ‎17.3

            


    

     

    3. ADMINISTRATION.

     

     

    3.1. To the
extent permitted under Applicable Law and the Memorandum of Association,
Articles of Association and any other governing document of the Company, the
Plan shall be administered by the Committee.  In the event that the
Board does not create a committee to administer the Plan, the Plan shall be
administered by the Board in its entirety. In the event that an action necessary
for the administration of the Plan is required under law to be taken by the
Board, then such action shall be so taken by the Board. In any such event, all
references herein to the Committee shall be construed as references to the
Board.

     

    3.2. The
Committee shall consist of two or more directors of the Company, as determined
by the Board. The Board shall appoint the members of the Committee, may from
time to time remove members from, or add members to, the Committee, and shall
fill vacancies in the Committee however caused, provided that the composition of
the Committee shall at all times be in compliance with any mandatory
requirements of Applicable Law. The Committee may select one of its members as
its Chairman and shall hold its meetings at such times and places as it shall
determine.  The Committee may appoint a Secretary, who shall keep
records of its meetings and shall make such rules and regulations for the
conduct of its business, as it shall deem advisable and subject to requirements
of Applicable Law.

     

    3.3. Subject
to the terms and conditions of this Plan and any mandatory provisions of
Applicable Law, and in addition to the Committee's powers contained elsewhere in
this Plan, the Committee shall have full authority in its discretion, from time
to time and at any time, to determine any of the following, or to recommend to
the Board any of the following if it is not authorized to take such action
according to Applicable Law:

     

     

     

    
      
        
        

      

      
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              (i)  

            	
              eligible
      Grantees,

            


    

     

    
      	
              (ii)  

            	
              grants
      of Awards and setting the terms and provisions of option agreements (which
      need not be identical) and any other agreements or instruments under which
      Awards are made, including, but not limited to, the number of Shares
      underlying each Award,

            


    

     

    
      	
              (iii)  

            	
              the
      time or times at which Awards shall be
granted,

            


    

     

    
      	
              (iv)  

            	
              the
      schedule and conditions on which Awards may be
  exercised,

            


    

     

    
      	
              (v)  

            	
              the
      Exercise Price,

            


    

     

    
      	
              (vi)  

            	
              to
      interpret the Plan,

            


    

     

    
      	
              (vii)  

            	
              prescribe,
      amend and rescind rules and regulations relating to and for carrying out
      the Plan, as it may deem
appropriate,

            


    

     

    
      	
              (viii)  

            	
              the
      Fair Market Value of the Shares,

            


    

     

    
      	
              (ix)  

            	
              the
      tax track (capital gains, ordinary income track or any other track
      available under the Section 102 of the Ordinance) for the purpose of 102
      Awards, and

            


    

     

    
      	
              (x)  

            	
              any
      other matter which is necessary or desirable for, or incidental to, the
      administration of the Plan and any Award
  thereunder.

            


    

     

     

    3.4. Grants of
Awards shall be made pursuant to written notice to Grantees setting forth the
terms of the Award. Such notice shall designate the type of Award as one of the
following: (i) a 102 Award granted to a Trustee (either as a 102 Award (capital
gain track) with Trustee or a 102 Award (ordinary income track) with Trustee),
(ii) a 102 Award without a 102 Trustee, (iii) a 3(9) Award, (iv) Incentive Stock Option,
(v) Nonqualified Stock Option, or (vi) any other type of Award.

     

     

    3.5. Subject
to the mandatory provisions of Applicable Law, the grant of any Award, whether
by the Committee or the Board, shall be deemed to include an authorization of
the issuance of Shares upon the due exercise thereof.

     

     

    3.6. The
authority granted hereunder includes the authority to modify Awards to eligible
individuals who are foreign nationals or are individuals who are employed
outside Israel to recognize differences in local law, tax policy or custom, in
order to effectuate the purposes of the Plan but without amending the
Plan.  The Committee shall have the authority to grant, in its
discretion, to the holder of an outstanding Award, in exchange for the surrender
and cancellation of such Award, a new Award having an exercise price lower than
provided in the Award so surrendered and canceled and containing such other
terms and conditions as the Committee may prescribe in accordance with the
provisions of the Plan or to set a new exercise price for the same Award lower
than that previously provided in the Award.

     

     

    3.7. All
decisions, determination and interpretations of the Committee shall be final and
binding on all Grantees of any Awards under this Plan, unless otherwise
determined by the Board. No member of the Committee shall be liable for any
action taken or determination made in good faith with respect to the Plan or any
Award granted hereunder.

     

     

    
      
        
        

      

      
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    4. ELIGIBILITY.

     

    4.1. Awards
may be granted to Service Providers of the Company and any Affiliate thereof,
taking into account the qualification under each tax regime pursuant to which
such Awards are granted. A person who has been granted an Award hereunder may be
granted additional Awards, if the Committee shall so determine, subject to the
limitations herein. In determining the persons to whom Awards shall be granted
and the number of Shares to be covered by each Award, the Committee shall take
into account the duties of the respective persons, their present and potential
contributions to the success of the Company and such other factors as the
Committee shall deem relevant in connection with accomplishing the purpose of
the Plan.

     

    4.2. Subject
to Applicable Law, 102 Awards may not be granted to Controlling Shareholders and
may only be granted to Employees, including officers and directors, of the
Company or any Affiliate thereof, who are Israeli residents (“Eligible 102 Grantees”).
Awards to Eligible 102 Grantees in Israel shall be 102
Awards.  Eligible 102 Grantees may receive only 102 Awards, which may
either be grants to a Trustee or grants under Section 102 without a trustee.
Unless otherwise permitted by the Ordinance and the Rules, no 102 Awards to a
Trustee may be granted until the expiration of thirty (30) days after the
requisite filings under the Ordinance and the Rules have been appropriately made
with the ITA.

     

    4.3. Subject
to Applicable Law, Non-Employees who are Israeli residents and are not Eligible
102 Grantees may only be granted 3(9) Awards under this Plan.

    5. SHARES.

     

    The
initial number of Shares reserved for the grant of Awards under the Plan shall
be Three Million (3,000,000) Shares of Common Stock. Any share underlying an
Award granted hereunder which has expired, or was cancelled or terminated or
forfeited for any reason without having been exercised, shall be automatically,
and without any further action on the part of the Company or any Grantee,
returned to the “pool” of reserved Shares hereunder and shall again be available
for grant for the purposes of this Plan (unless this Plan shall have been
terminated) or unless the Board determines otherwise. The Board may, subject to
any other approvals required under any Applicable Law, increase or decrease the
number of Shares to be reserved under the Plan. Such Shares may, in whole or in
part, be authorized but unissued Shares, or Shares that shall have been or may
be reacquired by the Company (to the extent permitted pursuant to the Companies
Law) or by a trustee appointed by the Board under the relevant provisions of the
Ordinance, the Companies Law or any equivalent provision. Any Shares which are
not subject to outstanding options at the termination of the Plan shall cease to
be reserved for the purpose of the Plan, but until termination of the Plan, the
Company shall at all times reserve a sufficient number of Shares to meet the
requirements of the Plan.

     

     

    6. TERMS AND
CONDITIONS OF OPTIONS.

     

    Each
Option granted pursuant to the Plan shall be evidenced by a written agreement
between the Company and the Grantee or a written notice delivered by the Company
and accepted by the Grantee (the “Option Agreement”), in such
form and containing such terms and conditions as the Committee shall from time
to time approve, which Option Agreement shall comply with and be subject to the
following terms and conditions, unless otherwise specifically provided in such
Option Agreement or the terms referred to in Sections ‎9 and ‎10 below. For
purposes of interpreting this Section ‎6, a
director's service as a member of the Board or the services of an officer, as
the case may be, shall be deemed to be employment with the Company or its
Subsidiary or Affiliate.

     

     

     

    
      
        
        

      

      
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    6.1. Number of Shares.
Each Option Agreement shall state the number of Shares covered by the
Option.

     

    6.2. Type of Option. Each
Option Agreement shall specifically state the type of Option granted thereunder
and whether it constitutes an Incentive Stock Option, Nonqualified Stock Option,
102 Option Award and the relevant track, 3(9) Option Award, or
otherwise.

     

    6.3. Exercise Price. Each
Option Agreement shall state the Exercise Price, which, in the case of an
Incentive Stock Option, shall not be less than one hundred percent (100%) of the
Fair Market Value of the Shares covered by the Option on the date of grant or
such other amount as may be required pursuant to the Code. In the case of any
other Option, the per share Exercise Price shall be equal to the amount
determined by the Committee. In the case of an Incentive Stock Option granted to
any Ten-Percent Shareholder, the Exercise Price shall be no less than 110% of
the Fair Market Value of the Shares covered by the Option on the date of grant.
In no event shall the Exercise Price of an Option be less than the par value of
the shares for which such Option is exercisable. Subject to Section ‎3 and to the
foregoing, the Committee may reduce the Exercise Price of any outstanding
Option. The Exercise Price shall also be subject to adjustment as provided in
Section ‎13
hereof.

     

    6.4. Manner of Exercise.
An Option may be exercised, as to any or all Shares as to which the Option has
become exercisable, by written notice delivered in person or by mail to the
Secretary of the Company or to such other person as determined by the Committee,
specifying the number of Shares with respect to which the Option is being
exercised, accompanied by payment of the Exercise Price for such Shares in the
manner specified in the following sentence. The Exercise Price shall be paid in
full with respect to each Share, at the time of exercise, either in (i) cash,
(ii) if the Company’s shares are publicly traded, all or part of the Exercise
Price and any withholding taxes may be paid by the delivery (on a form
prescribed by the Company) of an irrevocable direction to a securities broker
approved by the Company to sell Shares and to deliver all or part of the sales
proceeds to the Company or the Trustee, (iii) if the Company’s shares are
publicly traded, all or part of the Exercise Price and any withholding taxes may
be paid by the delivery (on a form prescribed by the Company) of an irrevocable
direction to pledge Shares to a securities broker or lender approved by the
Company, as security for a loan, and to deliver all or part of the loan proceeds
to the Company or the Trustee, or (iv) in such other manner as the Committee
shall determine, which may include procedures for cashless
exercise.

     

    6.5. Term and Vesting of
Options. Each Option Agreement shall provide the vesting schedule for the
Option as determined by the Committee. To the extent permitted under Applicable
Law, the Committee shall have the authority to determine the vesting schedule
and accelerate the vesting of any outstanding Option at such time and under such
circumstances as it, in its sole discretion, deems appropriate. Unless otherwise
resolved by the Committee and stated in the Option Agreement, and subject to
Sections ‎6.6 and ‎6.7 hereof,
Options shall vest and become exercisable under the following schedule: twenty
five percent (25%) of the Shares covered by the Option, on the first anniversary
of the date on which such Option is granted, provided that the Grantee remains
continuously employed by or in the service of the Company or its Subsidiary or
Affiliate for that  year, and one forty- eighth (1/48th) of the Shares
covered by the Option at the end of each subsequent month, provided that the
Grantee remains continuously employed by or in the service of the Company or its
Subsidiary or Affiliate for that month. The Option Agreement may contain
performance goals and measurements, and the provisions with respect to any
Option need not be the same as the provisions with respect to any other
Option.  The Exercise Period of an Option will be seven (7) years from
the date of grant of the Option unless otherwise determined by the Committee,
but subject to the vesting provisions described above and the early termination
provisions set forth in Sections ‎6.6 and ‎6.7 hereof;
provided, however, that in the case of an Incentive Stock Option granted to a
Ten Percent Shareholder, such Exercise Period shall not exceed five (5) years
from the date of grant of such Option. At the expiration of the Exercise Period,
all unexercised Options shall become null and void.

     

    
      
        
        

      

      
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    6.6. Termination.

     

     

        6.6.1. Except as
provided in this Section ‎6.6 and in
Section ‎6.7 hereof, an
Option may not be exercised unless the Grantee is then in the employ of or
maintaining a director, officer, consultant, advisor or supplier relationship
with the Company or a Subsidiary or Affiliate thereof or, in the case of an
Incentive Stock Option, a company or a parent or subsidiary company of such
company issuing or assuming the Option in a transaction to which Section 424(a)
of the Code applies, and unless the Grantee has remained continuously so
employed or in the director, officer, supplier, consultant, or advisor
relationship since the date of grant of the Option. In the event that the
employment or director, officer or consultant, advisor or supplier relationship
of a Grantee shall terminate (other than by reason of death, Disability or
Retirement), all Options of such Grantee that are vested and exercisable at the
time of such termination may, unless earlier terminated in accordance with their
terms, be exercised within up to ninety (90) days after the date of such
termination (or such different period as the Committee shall prescribe);
provided, however, that if the Company (or the Subsidiary or Affiliate, when
applicable) shall terminate the Grantee’s employment or service for Cause (as
defined below) or if following the Grantee’s termination of employment,
circumstances arise or are discovered with respect to the Grantee that would
have constituted Cause for termination of his or her employment or service, all
Options theretofore granted to such Grantee (whether vested or not) shall, to
the extent not theretofore exercised, terminate on the date of such termination
(or on which such circumstance arise or are discovered, as the case may be)
unless otherwise determined by the Committee.

     

        6.6.2. In the
case of a Grantee whose principal employer is a Subsidiary or Affiliate, the
Grantee’s employment shall also be deemed terminated for purposes of this
Section ‎6.6 as of the
date on which such principal employer ceases to be a Subsidiary or Affiliate.
Notwithstanding anything to the contrary, the Committee, in its absolute
discretion may, on such terms and conditions as it may determine appropriate,
extend the periods for which the Options held by any individual may continue to
vest and be exercisable; provided, that such Options may lose their status as
Incentive Stock Options under applicable law and be deemed Nonqualified Stock
Options in the event that the period of vesting and/or exercisability of any
option is extended beyond the later of: (i) one hundred and eighty (180) days
after the date of cessation of employment or performance of services; or (ii)
the applicable period under Section ‎6.7 below.


     

        6.6.3. For
purposes of this Plan, the term “Cause” shall mean any of the
following: (a) fraud, embezzlement or felony or similar act by the Grantee; (b)
an act of moral turpitude by the Grantee, or any similar act, to the extent that
such act causes significant injury to the reputation, business or business
relationship of the Company (or a Subsidiary or Affiliate, when applicable); (c)
any material breach by the Grantee of an agreement between the Company or any
Subsidiary or Affiliate and the Grantee (including material breach of
confidentiality, non-competition or non-solicitation covenants); or (d) any
circumstances that constitute grounds for termination for cause under the
Grantee’s employment, consulting or service agreement with the Company or
Subsidiary or Affiliate, to the extent applicable.

     

    6.7. Death, Disability or
Retirement of Grantee. If a Grantee shall die while employed by, or
performing service for, the Company or a Subsidiary, or within the three (3)
month period after the date of termination of such Grantee's employment or
service (or within such different period as the Committee may have provided
pursuant to Section ‎6.6 hereof), or if
the Grantee's employment or service shall terminate by reason of Disability, (i)
with respect to any Grantee who is a member of the Board of Directors, 25% of
the Shares covered by the then unvested Options theretofore granted to such
Grantee shall automatically become vested, and (ii) with respect to any Grantee,
all Options theretofore granted to such Grantee may (to the extent otherwise
vested and exercisable (including Options automatically vested pursuant to (i)
above and unless earlier terminated in accordance with their terms), be
exercised by the Grantee or by the Grantee's estate or by a person who acquired
the right to exercise such Options by bequest or inheritance or otherwise by
result of death or Disability of the Grantee, at any time within one (1) year
after the death or Disability of the Grantee (or such different period as the
Committee shall prescribe). In the event that an Option granted hereunder shall
be exercised by the legal representatives of a deceased or former Grantee,
written notice of such exercise shall be accompanied by a certified copy of
letters testamentary or equivalent proof of the right of such legal
representative to exercise such Option. In the event that the employment or
service of a Grantee shall terminate on account of such Grantee's Retirement,
all Options of such Grantee that are exercisable at the time of such Retirement
may, unless earlier terminated in accordance with their terms, be exercised at
any time within the three (3) month period after the date of such Retirement (or
such different period as the Committee shall prescribe).

     

     

     

    
      
        
        

      

      
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    6.8. Suspension of
Vesting. Unless the Board of Directors or the Committee provides
otherwise, vesting of Options granted hereunder shall be suspended during any
unpaid leave of absence, other than in the case of any (a) leave of absence
which was pre-approved by the Company, or (b) transfers between locations of the
Company or between the Company, any Affiliate, or any respective successor
thereof.

     

    6.9. Voting
Proxy.  Until immediately after the listing for trading on a
stock exchange or market or trading system of the Company’s (or the Successor
Corporation’s) shares, the right to vote any Shares acquired under this Plan
pursuant to an Award shall, unless otherwise determined by the Committee, be
given by the Grantee, pursuant to an irrevocable proxy, to the person or persons
designated by the Board. All Awards granted hereunder shall be conditioned upon
the execution of such irrevocable proxy. So long as any such Shares are held by
a Trustee, such Shares shall be voted by the Trustee, and unless the Trustee is
directed otherwise by the Board, such Shares shall be voted in the same
proportion as the result of the shareholder vote at the shareholders meeting or
written consent in respect of which the Shares held by the Trustee are being
voted. Any irrevocable proxy granted pursuant hereto shall be of no force or
effect immediately after the immediately after the listing for trading on a
stock exchange or market or trading system of the Company’s (or the Successor
Corporation’s) shares. 

     

    6.10. Other Provisions. The
Option Agreement evidencing Awards under the Plan shall contain such other terms
and conditions not inconsistent with the Plan as the Committee may determine, at
or after the date of grant, including without limitation, provisions in
connection with the restrictions on transferring the Awards, which shall be
binding upon the Grantees and other terms and conditions as the Committee shall
deem appropriate.

     

    7. NONQUALIFIED
STOCK OPTIONS.

     

    Options
granted pursuant to this Section ‎7 are intended
to constitute Nonqualified Stock Options and shall be subject to the general
terms and conditions specified in Section ‎6 hereof and
other provisions of the Plan, except for any provisions of the Plan applying to
Options under different tax laws or regulations.

     

     

    
      
        
        

      

      
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    8. INCENTIVE
STOCK OPTIONS.

     

    Options
granted pursuant to this Section ‎8 are intended
to constitute Incentive Stock Options and shall be granted subject to the
following special terms and conditions, the general terms and conditions
specified in Section ‎6 hereof and
other provisions of the Plan, except for any provisions of the Plan applying to
Options under different tax laws or regulations:

     

    8.1. Value of Shares. The
aggregate Fair Market Value (determined as of the date the Incentive Stock
Option is granted) of the Shares with respect to which all Incentive Stock
Options granted under this Plan and all other option plans of any Subsidiary or
Affiliate become exercisable for the first time by each Grantee during any
calendar year shall not exceed one hundred thousand United States dollars
($100,000) with respect to such Grantee. To the extent that the aggregate Fair
Market Value of Shares with respect to which the Incentive Stock Options are
exercisable for the first time by any Grantee during any calendar years exceeds
one hundred thousand United States dollars ($100,000), such Options shall be
treated as Nonqualified Stock Options.  The foregoing shall be applied
by taking options into account in the order in which they were granted, with the
Fair Market Value of any Share to be determined at the time of the grant of the
Option.  In the event the foregoing results in the portion of an
Incentive Stock Option exceeding the one hundred thousand United States dollars
($100,000) limitation, only such excess shall be treated as a Nonqualified Stock
Option.

     

    8.2. Ten Percent
Shareholder. In the case of an Incentive Stock Option granted to a Ten
Percent Shareholder, (i) the Exercise Price shall not be less than one hundred
and ten percent (110%) of the Fair Market Value of the Shares on the date of
grant of such Incentive Stock Option, and (ii) the Exercise Period shall not
exceed five (5) years from the date of grant of such Incentive Stock
Option.

     

    8.3. Incentive Stock Option
Lock-Up Period. No disposition of Shares
received pursuant to the exercise of Incentive Stock Options (“ISO Shares”), shall be made by
the Grantee within 2 years from the date of grant, nor within 1 year after the
transfer of such ISO Shares to him. To the extent that the Grantee violates the
aforementioned limitations, the Incentive Stock Options shall be deemed to be
Nonqualified Stock Options.

     

    8.4. Approval. The status of any ISO
Shares shall be subject to approval of the Plan by the Company’s shareholders,
such approval to be provided 12 months before or after the date of adoption of
the Plan by the Board of Directors.

     

    8.5. Exercise Following
Termination. Notwithstanding anything
else in this Plan to the contrary, Incentive Stock Options that are not
exercised within ninety (90) days following termination of Grantee’s employment
in the Company or its Affiliates and Subsidiaries, or within one year in case of
termination of Grantee’s employment in the Company or its Affiliates and
Subsidiaries due to a disability (within the meaning of section 22(e)(3) of the
Code), shall be deemed to be Nonqualified Stock Options.

     

     

     

    
      
        
        

      

      
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    8.6. Adjustments to Incentive
Stock Options. Any Option Agreement
providing for the grant of Incentive Stock Options shall indicate that
adjustments made pursuant to the Plan with respect to Incentive Stock Options
could constitute a “modification” of such Incentive Stock Options (as that term
is defined in Section 424(h) of the Code) or could cause adverse tax
consequences for the holder of such Incentive Stock Options and that the holder
should consult with his or her tax advisor regarding the consequences of such
“modification” on his or her income tax treatment with respect to the Incentive
Stock Option.

     

    8.7. Notice to Company of
Disqualifying Disposition. Each Grantee who
receives an Incentive Stock Option must agree to notify the Company in writing
immediately after the Grantee makes a Disqualifying Disposition of any ISO
Shares. A “Disqualifying Disposition” is any disposition (including any sale) of
such ISO Shares before the later of (i) two years after the date the
Grantee was granted the Incentive Stock Option, or (ii) one year after the
date the Grantee acquired Shares by exercising the Incentive Stock Option. If
the Grantee dies before such ISO Shares are sold, these holding period
requirements do not apply and no disposition of the ISO Shares will be deemed a
Disqualifying Disposition.

     

    9. 102
OPTION AWARDS.

     

    9.1. Options
granted pursuant to this Section ‎9 are intended
to be granted pursuant to Section 102 of the Ordinance pursuant
to either (a) Section 102(b)(2) thereof as capital gains track options (“102 Capital Gains Track
Options”), or (b) Section 102(b)(1) thereof as ordinary income track
options (“102 Ordinary Income
Track Options”; together with 102 Capital Gains Track Options, “102 Trustee
Options”).  102 Trustee Options shall be granted subject to the
following special terms and conditions contained in this Section ‎9, the general
terms and conditions specified in Section ‎6 hereof and
other provisions of the Plan, except for any provisions of the Plan applying to
Options under different tax laws or regulations.

     

    9.2. The
Company may grant only one type of 102 Trustee Option at any given time to all
Grantees who are to be granted 102 Trustee Options pursuant to this Plan, and
shall file an election with the ITA regarding the type of 102 Trustee Option it
elects to grant before the date of grant of any 102 Trustee Options (the “Election”). Such Election
shall also apply to any bonus shares received by any Grantee as a result of
holding the 102 Trustee Options. The Company may change the type of 102 Trustee
Option that it elects to grant only after the passage of at least 12 months from
the end of the year in which the first grant was made in accordance with the
previous Election, or as otherwise provided by Applicable Law. Any Election
shall not prevent the Company from granting Options, pursuant to Section 102(c)
of the Ordinance without a Trustee (“102 Non-Trustee
Options”).

     

    9.3. Each 102
Trustee Option will be deemed granted on the date stated in a written notice to
be provided by the Company, provided that on or before such date (i) the Company
has provided such notice to the Trustee and (ii) the Grantee has signed all
documents required pursuant to Applicable Law and under the Plan.

     

    9.4. Each 102
Trustee Option, each Share issued pursuant to the exercise of any 102 Trustee
Option, and any rights granted thereunder, including, without limitation, bonus
shares, shall be allotted and issued to and registered in the name of the
Trustee and shall be held in trust for the benefit of the Grantee for a period
of not less than the requisite period prescribed by the Ordinance and the Rules
or such longer period as set by the Committee (the “Required Holding Period”). In
the event that the requirements under Section 102 to qualify an Option as a 102
Trustee Option are not met, then the Option may be treated as a 102 Non-Trustee
Option, all in accordance with the provisions of Section 102 and the
Rules.  After termination of the Required Holding Period, the Trustee
may release such 102 Trustee Option and any such Shares, provided that (i) the
Trustee has received an acknowledgment from the ITA that the Grantee has paid
any applicable taxes due pursuant to the Ordinance or (ii) the Trustee and/or
the Company and/or its Affiliate withholds any applicable taxes due pursuant to
the Ordinance arising from the 102 Trustee Options and/or any Shares allotted or
issued upon exercise of such 102 Trustee Options. The Trustee shall not release
any 102 Trustee Options or Shares issued upon exercise thereof prior to the
payment in full of the Grantee’s tax liabilities arising from such 102 Trustee
Options and/or Shares or the withholding referred to in (ii) above.

     

     

     

    
      
        
        

      

      
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    9.5. Each 102
Trustee Option shall be subject to the relevant terms of the Ordinance and the
Rules, which shall be deemed an integral part of the 102 Trustee Option and
shall prevail over any term contained in the Plan or Option Agreement which is
not consistent therewith. Any provision of the Ordinance, the Rules and any
approvals by the Income Tax Commissioner not expressly specified in this Plan or
Option Agreement which, as determined by the Committee, are necessary to receive
or maintain any tax benefit pursuant to Section 102 shall be binding on the
Grantee. The Grantee granted a 102 Trustee Option shall comply with the
Ordinance and the terms and conditions of the Trust Agreement entered into
between the Company and the Trustee. The Grantee agrees to execute any and all
documents, which the Company and/or its Affiliates and/or the Trustee may
reasonably determine to be necessary in order to comply with the Ordinance and
the Rules.

     

    9.6. During
the Required Holding Period, the Grantee shall not release from trust or sell,
assign, transfer or give as collateral, the Shares issuable upon the exercise of
a 102 Trustee Option and/or any securities issued or distributed with respect
thereto, until the expiration of the Required Holding Period. Notwithstanding
the above, if any such sale or release occurs during the Required Holding Period
it will result in adverse tax consequences to the Grantee under Section 102 of
the Ordinance and the Rules, which shall apply to and shall be borne solely by
such Grantee. Subject to the foregoing, the Trustee may, pursuant to a written
request from the Grantee, release and transfer such Shares to a designated third
party, provided that both of the following conditions have been fulfilled prior
to such release or transfer: (i) payment has been made to the ITA of all taxes
required to be paid upon the release and transfer of the Shares, and
confirmation of such payment has been received by the Trustee and (ii) the
Trustee has received written confirmation from the Company that all requirements
for such release and transfer have been fulfilled according to the terms of the
Company’s corporate documents, the Plan, the Option Agreement and any Applicable
Law.

     

    9.7. If a 102
Trustee Option is exercised during the Required Holding Period, the Shares
issued upon such exercise shall be issued in the name of the Trustee for the
benefit of the Grantee. If such 102 Trustee Option is exercised after the
expiration of the Required Holding Period, the Shares issued upon such exercise
shall, at the election of the Grantee, either (i) be issued in the name of the
Trustee, or (ii) be issued to the Grantee, provided that the Grantee first
complies with all applicable provisions of the Plan and all taxes with respect
thereto shall have been fully paid to the ITA.

     

    9.8. The
foregoing provisions of this Section ‎9 relating to
102 Trustee Options shall not apply with respect to 102 Non-Trustee Options,
which shall, however, be subject to the relevant provisions of Section 102 and
the Rules.

     

    9.9. Upon
receipt of a 102 Trustee Option, the Grantee will sign an undertaking to release
the Trustee from any liability with respect to any action or decision duly taken
and executed in good faith by the Trustee in relation to the Plan, or any 102
Trustee Option or Share granted to such Grantee thereunder.

     

    10. 3(9)
OPTION AWARD.

     

    10.1. Options
granted pursuant to this Section ‎10 are
intended to constitute a 3(9) Option Award and shall be granted subject to the
general terms and conditions specified in Section ‎6 hereof and
other provisions of the Plan, except for any provisions of the Plan applying to
Options under different tax laws or regulations.

     

     

    
      
        
        

      

      
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    10.2. To the
extent required by the Ordinance or the ITA or otherwise deemed by the Committee
prudent or advisable, the 3(9) Option Awards granted pursuant to the Plan shall
be issued to a Trustee nominated by the Committee in accordance with the
provisions of the Ordinance.  In such event, the Trustee shall hold
such Options in trust, until exercised by the Grantee, pursuant to the Company's
instructions from time to time as set forth in a trust agreement, which will be
entered into between the Company and the Trustee.  If determined by
the Board of Directors or the Committee, and subject to such trust agreement the
Trustee shall be responsible for withholding any taxes to which a Grantee may
become liable upon the exercise of Options.

     

    11. RESTRICTED
SHARES.

     

    The
Committee may award Restricted Shares to any eligible Grantee, including under
Section 102 of the Ordinance. Each Award of Restricted Shares under the Plan
shall be evidenced by a written agreement between the Company and the Grantee
(the “Restricted Share
Agreement”), in such form as the Committee shall from time to time
approve. The Restricted Share Agreement shall comply with and be subject to the
following terms and conditions, unless otherwise specifically provided in such
Agreement:

     

    11.1. Number of Shares.
Each Restricted Share Agreement shall state the number of Shares covered by an
Award.

     

    11.2. Purchase Price. Each
Restricted Share Agreement may state an amount of purchase price to be paid by
the Grantee in consideration for the issuance of the Restricted Shares and the
terms of payment thereof, which may include, payment by issuance of promissory
notes or other evidence of indebtedness on such terms and conditions as
determined by the Committee.

     

    11.3. Vesting. Each
Restricted Share Agreement shall provide the vesting schedule for the Restricted
Shares as determined by the Committee, provided that (to the extent permitted
under Applicable Law) the Committee shall have the authority to determine the
vesting schedule and accelerate the vesting of any outstanding Restricted Share
at such time and under such circumstances as it, in its sole discretion, deems
appropriate. Unless otherwise resolved by the Committee and stated in the
Restricted Share Agreement, Restricted Shares shall vest in the same vesting
schedule as set forth in Section ‎6.5
hereof.

     

    11.4. Restrictions.
Restricted Shares may not be sold, assigned, transferred, pledged, hypothecated
or otherwise disposed of, except by will or the laws of descent and
distribution, for such period as the Committee shall determine from the date on
which the Award is granted (the “Restricted
Period”).  The Committee may also impose such additional or
alternative restrictions and conditions on the Restricted Shares, as it deems
appropriate, including the satisfaction of performance criteria. Such
performance criteria may include, but are not limited to, sales, earnings before
interest and taxes, return on investment, earnings per share, any combination of
the foregoing or rate of growth of any of the foregoing, as determined by the
Committee. Certificates for shares issued pursuant to Restricted Share Awards
shall bear an appropriate legend referring to such restrictions, and any attempt
to dispose of any such shares in contravention of such restrictions shall be
null and void and without effect.  Such certificates may, if so
determined by the Committee, be held in escrow by an escrow agent appointed by
the Committee, or, if a Restricted Share Award is made pursuant to Section 102,
by the Trustee. In determining the Restricted Period of an Award the Committee
may provide that the foregoing restrictions shall lapse with respect to
specified percentages of the awarded Restricted Shares on successive
anniversaries of the date of such Award. To the extent required by the Ordinance
or the ITA, the Restricted Shares issued pursuant to Section 102 of the
Ordinance shall be issued to the Trustee in accordance with the provisions of
the Ordinance and the Restricted Shares shall be held for the benefit of the
Grantee for such period as may be required by the Ordinance.

     

     

     

    
      
        
        

      

      
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    11.5. Adjustment of Performance
Goals. The Committee may adjust performance goals to take into account
changes in law and accounting and tax rules and to make such adjustments as the
Committee deems necessary or appropriate to reflect the inclusion or the
exclusion of the impact of extraordinary or unusual items, events or
circumstances.  The Committee also may adjust the performance goals by
reducing the amount to be received by any Grantee pursuant to an Award if and to
the extent that the Committee deems it appropriate.

     

    11.6. Forfeiture. Subject
to such exceptions as may be determined by the Committee, if the Grantee's
continuous employment with the Company or any Subsidiary or Affiliate shall
terminate for any reason prior to the expiration of the vesting date or
Restricted Period of an Award or prior to the payment in full of the purchase
price of any Restricted Shares with respect to which the vesting date or the
Restricted Period has expired, any shares remaining subject to vesting or
restrictions or with respect to which the purchase price has not been paid in
full, shall thereupon be forfeited and shall be deemed transferred to, and
reacquired by, or cancelled by, as the case may be, the Company or a Subsidiary
at no cost to the Company or Subsidiary, subject to all Applicable Laws. Upon
forfeiture of Restricted Shares, the Grantee shall have no further rights with
respect to such Restricted Shares.

     

    11.7. Ownership. During the
Restricted Period the Grantee shall possess all incidents of ownership of such
Restricted Shares, subject to Section ‎6.9 and
Section ‎11.4,
including the right to receive dividends with respect to such
shares.  All distributions, if any, received by a Grantee with respect
to Restricted Shares as a result of any stock split, stock dividend, combination
of shares, or other similar transaction shall be subject to the restrictions
applicable to the original Award.

     

    
      	
              12.  

            	
              RESTRICTED SHARE
      UNITS.

            


    

     

    12.1. A
Restricted Share Unit (an “RSU”) is an Award covering a
number of Shares that is settled by issuance of those Shares. An RSU may be
awarded to any eligible Grantee, including under Section 102 of the
Ordinance.  Each grant of RSUs under the Plan shall be evidenced by a
written agreement between the Company and the Grantee (the “Restricted Share Unit
Agreement”), in such form as the Committee shall from time to time
approve. Such RSUs shall be subject to all applicable terms of the Plan and may
be subject to any other terms that are not inconsistent with the Plan. The
provisions of the various Restricted Share Unit Agreements entered into under
the Plan need not be identical. RSUs may be granted in consideration of a
reduction in the recipient’s other compensation.

     

    12.2. Other
than the par value of the Shares, no payment of cash shall be required as
consideration for RSUs. RSUs may or may not be subject to vesting. Vesting shall
occur, in full or in installments, upon satisfaction of the conditions specified
in the Restricted Share Unit Agreement.

     

    12.3. Without
limitation of Section ‎6.9, no voting
or dividend rights as a shareholder shall exist prior to the actual issuance of
Shares in the name of the Grantee.  Notwithstanding anything else in
this Plan (as may be amended from time to time) to the contrary, unless
otherwise specified by the Committee, each RSU shall be for a term of seven (7)
years. Each Restricted Share Unit Agreement shall specify its term and any
conditions on the time or times for settlement, and provide for expiration prior
to the end of its term in the event of termination of employment or service
providing to the Company, and may provide for earlier settlement in the event of
the Grantee’s death, Disability or other events.

     

    12.4. Settlement
of vested RSUs shall be made in the form of Shares. Distribution to a Grantee of
an amount (or amounts) from settlement of vested RSUs can be deferred to a date
after settlement as determined by the Committee. The amount of a deferred
distribution may be increased by an interest factor or by dividend equivalents.
Until the grant of RSUs is settled, the number of such RSUs shall be subject to
adjustment pursuant hereto.

     

    13. OTHER
SHARE OR SHARE-BASED AWARDS.

     

     

    The
Committee may grant other Awards under the Plan pursuant to which Shares (which
may, but need not, be Restricted Shares pursuant to Section ‎11 hereof),
cash or a combination thereof, are or may in the future be acquired or received,
or Awards denominated in stock units, including units valued on the basis of
measures other than market value. The Committee may also grant stock
appreciation rights without the grant of an accompanying option, which rights
shall permit the Grantees to receive, at the time of any exercise of such
rights, cash equal to the amount by which the Fair Market Value of all Shares in
respect to which the right was granted exceeds the exercise price thereof. The
Committee may, and it is hereby deemed to be an Award under the terms of the
Plan, grant to Grantees (including employees) the opportunity to purchase Shares
of the Company in connection with any public offerings of the Company’s
securities. Such other Share based Awards may be granted alone, in addition to,
or in tandem with any Award of any type granted under the plan and must be
consistent with the purposes of the Plan.

     

    14. EFFECT OF
CERTAIN CHANGES.

     

    14.1. General. In the event
of a subdivision of the outstanding share capital of the Company, any payment of
a stock dividend (distribution of bonus shares), a recapitalization, a
reorganization (which may include a combination or exchange of shares), a
consolidation, a stock split, a reverse stock split, a spin-off or other
corporate divestiture or division, a reclassification or other similar
occurrence, the Committee shall make such adjustments as determined by the
Committee to be appropriate in order to adjust (i) the number of Shares
available for grants of Awards, (ii) the number of Shares covered by outstanding
Awards, and (iii) the exercise price per share covered by any Award; provided,
however, that any fractional shares resulting from such adjustment shall be
rounded down to the nearest whole share and that the Company shall have no
obligation to make any cash or other payment with respect to such fractional
shares.

     

    14.2. Merger and Sale of
Company.  In the event of (i) a sale of all or substantially
all of the assets of the Company; or (ii) a sale (including an exchange) of all
or substantially all of the shares of the Company; (iii) a merger,
consolidation, amalgamation or like transaction of the Company with or into
another corporation; (iv) a scheme of arrangement for the purpose of effecting
such sale, merger or amalgamation; or (v) such other transaction that is
determined by the Committee to be a transaction having a similar effect (all
such transactions being herein referred to as a “Merger/Sale”), then, without
the Grantee’s consent and action:

     

    14.2.1. The
Committee in its sole and absolute discretion may cause that any Award then
outstanding shall be assumed or an equivalent Award shall be substituted by such
successor corporation of the Merger/Sale or any parent or Affiliate thereof as
determined by the Board in its discretion (the “Successor Corporation”), under
substantially the same terms as the Award; 

     

     

    
      
        
        

      

      
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    For the
purposes of this Section ‎13.2.1, the
Award shall be considered assumed if, following a Merger/Sale, the Award confers
on the holder thereof the right to purchase or receive, for each Share
underlying an Award immediately prior to the Merger/Sale, either (i) the
consideration (whether stock, cash, or other securities or property) distributed
to or received by holders of Shares in the Merger/Sale for each Share held on
the effective date of the Merger/Sale (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares), which may be subject to vesting  and other
terms as determined by the Committee in its discretion, or (ii) regardless of
the consideration received by the holders of Shares in the Merger/Sale, solely
shares (or their equivalent) of the Successor Corporation at a value to be
determined by the Committee in its discretion, which may be subject to
vesting  and other terms as determined by the Committee in its
discretion. The foregoing shall not limit the Committee authority to determine,
in its sole discretion, that in lieu of such assumption or substitution of
Awards for Awards of the Successor Corporation, such Award will be substituted
for any other type of asset or property, including under Section ‎13.2.2
hereunder.

     

    14.2.2. In the
event that the Awards are not assumed or substituted with an equivalent Award,
then the Committee may (but shall not be obligated to), in lieu of such
assumption or substitution of the Award and in its sole discretion, (i) provide
for the Grantee to have the right to exercise the Award, or otherwise for the
acceleration of vesting of such Award, as to all or part of the Shares,
including Shares covered by the Award which would not otherwise be exercisable
or vested, under such terms and conditions as the Committee shall determine,
including the cancellation of all unexercised Awards upon closing of the
Merger/Sale; and/or (ii) provide for the cancellation of each outstanding Award
at the closing of such Merger/Sale, and payment to the Grantee of an amount in
cash as determined by the Committee to be fair in the circumstances, subject to
such terms and conditions as determined by the Committee.

     

    14.2.3. Notwithstanding
the foregoing, in the event of a Merger/Sale, the Committee may determine, in
its sole discretion, that upon completion of such Merger/Sale, the terms of any
Award be otherwise amended, modified or terminated, as the Committee shall deem
in good faith to be appropriate, and if an Option Award, that the Option Award
shall confer the right to purchase or receive any other security or asset, or
any combination thereof, or that its terms be otherwise amended, modified or
terminated, as the Committee shall deem in good faith to be appropriate. Neither
the authorities and powers of the Committee under this Section ‎13.2.2, nor
the exercise or implementation thereof, shall (i) be restricted or limited in
any way by any adverse consequences (tax or otherwise) that may result to any
holder of an Award, and (ii) as, inter alia, being a feature
of the Award upon its grant, be deemed to constitute a change or an amendment of
the rights of such holder under this Plan, nor shall any such adverse
consequences (as well as any adverse tax consequences that may result from any
tax ruling or other approval or determination of any relevant tax authority) be
deemed to constitute a change or an amendment of the rights of such holder under
this Plan.

     

    14.3. Reservation of
Rights. Except as expressly provided in this Section ‎13, the
Grantee of an Award hereunder shall have no rights by reason of any subdivision
or consolidation of shares of any class or the payment of any stock dividend
(bonus shares), any other increase or decrease in the number of shares of any
class or by reason of any dissolution, liquidation, Merger/Sale, or
consolidation, divestiture or spin-off of assets or shares of another company.
Any issue by the Company of shares of any class, or securities convertible into
shares of stock of any class, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number, type or price of shares
subject to an Award.  The grant of an Award pursuant to the Plan shall
not affect in any way the right of power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structures or to merge or to consolidate or to dissolve, liquidate or sell, or
transfer all or part of its business or assets or engage in any similar
transactions.

     

    15. NON-TRANSFERABILITY
OF AWARDS; SURVIVING BENEFICIARY.

     

    15.1. All
Awards granted under the Plan shall not be transferable otherwise than by will
or by the laws of descent and distribution.  Awards may be exercised
or otherwise realized, during the lifetime of the Grantee, only by the Grantee
or by his guardian or legal representative, to the extent provided for herein.
Any transfer of an Award not permitted hereunder (including transfers pursuant
to any decree of divorce, dissolution or separate maintenance, any property
settlement, any separation agreement or any other agreement with a spouse) and
any grant of any interest in any Award to, or creation in any way of any
interest in any Award by, any party other than the Grantee shall be null and
void and shall not confer upon any party or person, other than the Grantee, any
rights. A Grantee may file with the Committee a written designation of a
beneficiary on such form as may be prescribed by the Committee and may, from
time to time, amend or revoke such designation. If no designated beneficiary
survives the Grantee, the executor or administrator of the Grantee's estate
shall be deemed to be the Grantee's beneficiary. Notwithstanding the foregoing,
upon the request of the Grantee and subject to Applicable Law the Committee, at
its sole discretion, may permit to transfer the Award to a family
trust.

     

     

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

     

    15.2. As long
as the Shares are held by the Trustee in favor of the Grantee, all rights
possessed by the Grantee over the Shares are personal, and may not be
transferred, assigned, pledged or mortgaged, other than by will or laws of
descent and distribution.

     

    16. CONDITIONS UPON ISSUANCE OF
SHARES

     

    16.1. Legal
Compliance.  Shares shall not be issued pursuant to the
exercise of an Award, unless the exercise of such Award and the issuance and
delivery of such Shares shall comply with Applicable Laws as determined by
counsel to the Company. The inability of the Company to obtain authority from
any regulatory body having jurisdiction, which authority is deemed by the
Company’s counsel to be necessary to the lawful issuance and sale of any Shares
hereunder, shall relieve the Company of any liability in respect of the failure
to issue or sell such Shares as to which such requisite authority shall not have
been obtained.

     

    16.2. Investment
Representations.  As a condition to the exercise of an Award,
the Company may require the person exercising such Award to represent and
warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares, and make other representations as may be required under applicable
securities laws if, in the opinion of counsel for the Company, such
representations are required, all in form and content specified by the
Company.

     

    17. MARKET
STAND-OFF

     

    17.1. In
connection with any underwritten public offering by the Company of its equity
securities pursuant to an effective registration statement filed under the
United States Securities Act of 1933, as amended or equivalent law in another
jurisdiction, the Grantee shall not directly or indirectly, without the prior
written consent of the Company or its underwriters, (i) lend, offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, or otherwise transfer or dispose of, directly or indirectly, any
Shares acquired under this Plan or any securities of the Company (whether or not
such Shares acquired under this Plan), or (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Shares acquired under this Plan, whether any
such transaction described in clause (i) or (ii) above is to be settled by
delivery of Shares acquired under this Plan or such other securities, in cash or
otherwise. Such restriction (the “Market Stand-Off”) shall be in
effect for such period of time following the effective date of the registration
statement relating to such offering, as may be requested by the Company or such
underwriters, however in any event, such period shall not exceed 180 days (in
the case of the Company’s first underwritten offering of its Shares) following
the effective date of such registration statement; or 90 days (in the case of a
registration statement thereafter).

     

    17.2. In the
event of a subdivision of the outstanding share capital of the Company, the
declaration and payment of a stock dividend (distribution of bonus shares), the
declaration and payment of an extraordinary dividend payable in a form other
than stock, a recapitalization, a reorganization (which may include a
combination or exchange of shares or a similar transaction affecting the
Company’s outstanding securities without receipt of consideration), a
consolidation, a stock split, a spin-off or other corporate divestiture or
division, a reclassification or other similar occurrence, an adjustment in
conversion ratio, any new, substituted or additional securities which are by
reason of such transaction distributed with respect to any Shares subject to the
Market Stand-Off, or into which such Shares thereby become convertible, shall
immediately be subject to the Market Stand-Off.

     

    17.3. In order
to enforce the Market Stand-Off, the Company may impose stop-transfer
instructions with respect to the Shares acquired under this Plan until the end
of the applicable stand-off period.

     

    17.4. The
underwriters in connection with a registration statement so filed are intended
to be third party beneficiaries
of this Section ‎‎16 and shall
have the right, power and authority to enforce the provisions hereof as though
they were a party hereto.

     

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

     

    18. AGREEMENT
BY GRANTEE REGARDING TAXES.

     

    18.1. If the
Committee shall so require, as a condition of exercise of an Award, the release
of Shares by the Trustee or the expiration of the Restricted Period, a Grantee
shall agree that, no later than the date of such occurrence, he will pay to the
Company or make arrangements satisfactory to the Committee and the Trustee (if
applicable) regarding payment of any applicable taxes of any kind required by
Applicable Law to be withheld or paid.

     

    18.2. ALL TAX
CONSEQUENCES UNDER ANY APPLICABLE LAW WHICH MAY ARISE FROM THE GRANT OF ANY
AWARDS OR THE EXERCISE THEREOF, THE SALE OR DISPOSITION OF ANY SHARES GRANTED
HEREUNDER OR ISSUED UPON EXERCISE OF ANY AWARD OR FROM ANY OTHER ACTION OF THE
GRANTEE IN CONNECTION WITH THE FOREGOING SHALL BE BORNE AND PAID SOLELY BY THE
GRANTEE, AND THE GRANTEE SHALL INDEMNIFY THE COMPANY, ITS SUBSIDIARIES AND
AFFILIATES AND THE TRUSTEE, AND SHALL HOLD THEM HARMLESS AGAINST AND FROM ANY
LIABILITY FOR ANY SUCH TAX OR PENALTY, INTEREST OR INDEXATION THEREON. EACH
GRANTEE AGREES TO, AND UNDERTAKES TO COMPLY WITH, ANY RULING, SETTLEMENT,
CLOSING AGREEMENT OR OTHER SIMILAR AGREEMENT OR ARRANGEMENT WITH ANY TAX
AUTHORITY IN CONNECTION WITH THE FOREGOING WHICH IS APPROVED BY THE
COMPANY.

     

    THE
GRANTEE IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX
CONSEQUENCES OF RECEIVING OR EXERCISING AWARDS HEREUNDER. THE COMPANY DOES NOT
ASSUME ANY RESPONSIBILITY TO ADVISE THE GRANTEE ON SUCH MATTERS, WHICH SHALL
REMAIN SOLELY THE RESPONSIBILITY OF THE GRANTEE.

     

    18.3. The
Company or any Subsidiary or Affiliate may take such action as it may deem
necessary or appropriate, in its discretion, for the purpose of or in connection
with withholding of any taxes which the Company or any Subsidiary or Affiliate
is required by any Applicable Law to withhold in connection with any Awards
(collectively, “Withholding
Obligations”). Such actions may include, without limitation, (i)
requiring a Grantees to remit to the Company in cash an amount sufficient to
satisfy such Withholding Obligations; (ii) subject to Applicable Law, allowing
the Grantees to provide Shares to the Company, in an amount that at such time,
reflects a value that the Committee determines to be sufficient to satisfy such
Withholding Obligations; (iii) withholding Shares otherwise issuable upon the
exercise of an Award at a value which is determined by the Committee to be
sufficient to satisfy such Withholding Obligations; or (iv) any combination of
the foregoing. The Company shall not be obligated to allow the exercise of any
Award by or on behalf of a Grantee until all tax consequences arising from the
exercise of such Award are resolved in a manner acceptable to the
Company.

     

    18.4. Each
Grantee shall notify the Company in writing promptly and in any event within ten
(10) days after the date on which such Grantee first obtains knowledge of any
tax bureau inquiry, audit, assertion, determination, investigation, or question
relating in any manner to the Awards granted or received hereunder or Shares
issued thereunder and shall continuously inform the Company of any developments,
proceedings, discussions and negotiations relating to such matter, and shall
allow the Company and its representatives to participate in any proceedings and
discussions concerning such matters.  Upon request, a Grantee shall
provide to the Company any information or document relating to any matter
described in the preceding sentence, which the Company, in its discretion,
requires.

     

    18.5. With
respect to 102 Non-Trustee Options, if the Grantee ceases to be employed by the
Company or any Affiliate, the Grantee shall extend to the Company and/or its
Affiliate with whom the Grantee is employed a security or guarantee for the
payment of taxes due at the time of sale of Shares, all in accordance with the
provisions of Section 102 of the Ordinance and the Rules.

     

    19. RIGHTS AS
A STOCKHOLDER; VOTING AND DIVIDENDS.

     

    19.1. Subject
to Section ‎11.7, a
Grantee shall have no rights as a shareholder of the Company with respect to any
Shares covered by the Award until the date of the issuance of a share
certificate to the Grantee for such Shares.  In the case of 102 Option
Awards or 3(9) Option Awards (if such Share Options are being held by a
Trustee), a the Trustee shall have no rights as a shareholder of the Company
with respect to any Shares covered by such Award until the date of the issuance
of a share certificate to the Grantee for such Shares for the Grantee’s benefit,
and the Grantee shall have no rights as a shareholder of the Company with
respect to any Shares covered by the Award until the date of the release of such
Shares from the Trustee to the Grantee and the issuance of a share certificate
to the Grantee for such Shares. No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property) or
distribution of other rights for which the record date is prior to the date such
share certificate is issued, except as provided in Section ‎13
hereof.

     

    19.2. With
respect to all Shares issued in the form of Awards hereunder or upon the
exercise of Awards hereunder, any and all voting rights attached to such Shares
shall be subject to Section ‎6.9, and the
Grantee shall be entitled to receive dividends distributed with respect to such
Shares, subject to the provisions of the Company’s Articles of Association, as
amended from time to time, and subject to any Applicable Law.

     

    19.3. The
Company may, but shall not be obligated to, register or qualify the sale of
Shares under any applicable securities law or any other applicable
law.

     

     

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

     

    20. NO
REPRESENTATION BY COMPANY.

     

    By
granting the Awards, the Company is not, and shall not be deemed as, granting
any representation or warranties to the Grantee regarding the Company, its
business affairs, its prospects or the future value of its Shares.

     

    21. NO
RETENTION RIGHTS.

     

    Nothing
in the Plan or in any Award granted or agreement entered into pursuant hereto
shall confer upon any Grantee the right to continue in the employ of, or be in a
consultant, advisor, director, officer or supplier relationship with, the
Company or any Subsidiary or Affiliate or to be entitled to any remuneration or
benefits not set forth in the Plan or such agreement or to interfere with or
limit in any way the right of the Company or any such Subsidiary or Affiliate to
terminate such Grantee's employment or service. Awards granted under the Plan
shall not be affected by any change in duties or position of a Grantee as long
as such Grantee continues to be employed by, or be in a consultant, advisor,
director, officer or supplier relationship with, the Company or any Subsidiary
or Affiliate.

     

    22. PERIOD
DURING WHICH AWARDS MAY BE GRANTED.

     

    Awards
may be granted pursuant to the Plan from time to time within a period of ten
(10) years from the Effective Date. From the tenth (10th)
anniversary of the Effective Date no grants of Awards may be made and the Plan
shall continue to be in full force and effect solely with respect to such Awards
that remain outstanding. The Plan shall terminate at such time at such time
after the tenth (10th)
anniversary of the Effective Date that no Awards remain
outstanding.

     

    23. TERM OF AWARD

     

    Anything
herein to the contrary notwithstanding, but without derogating from the
provisions of Sections ‎6.6, ‎6.7 or ‎8.2 hereof, if
any Award, or any part thereof, has not been exercised and the Shares covered
thereby not paid for within the term of the Award as determined by the
Committee, which in any event shall not exceed ten (10) years after the date on
which the Award was granted, as set forth in the Notice of Grant in the
Grantee’s Award, such Award, or such part thereof, and the right to acquire such
Shares shall terminate, and all interests and rights of the Grantee in and to
the same shall expire. In the case of Shares held by a Trustee, the Grantee
shall elect whether to release such Shares from trust or sell the Shares and
upon such release or sale such trust shall expire.

     

    24. AMENDMENT
AND TERMINATION OF THE PLAN.

     

    The Board
at any time and from time to time may suspend, terminate, modify or amend the
Plan, whether retroactively or prospectively; provided, however, that, unless
otherwise determined by the Board, an amendment which requires shareholder
approval in order for the Plan to continue to comply with any Applicable Law
shall not be effective unless approved by the requisite vote of shareholders,
and provided further that except as provided herein, no suspension, termination,
modification or amendment of the Plan may adversely affect any Award previously
granted, unless the written consent of the respective Grantee is
obtained.

     

    25. APPROVAL.

     

    25.1. The Plan
shall take effect upon its adoption by the Board (the “Effective
Date”).  

     

    25.2. The 102
Awards are subject to the approval, if required, of the ITA and receipt by the
Company of all approvals thereof.

     

     

     

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    26. RULES PARTICULAR TO SPECIFIC
COUNTRIES

     

     

    Notwithstanding
anything herein to the contrary, the terms and conditions of the Plan may be
amended with respect to a particular country by means of an appendix to the
Plan, and to the extent that the terms and conditions set forth in any appendix
conflict with any provisions of the Plan, the provisions of the appendix shall
govern. Terms and conditions set forth in the Appendix shall apply only to Award
granted to a Grantee under the jurisdiction of the specific country that is the
subject of the appendix and shall not apply to Awards issued to a Grantee not
under the jurisdiction of such country. The adoption of any such appendix shall
be subject to the approval of the Board of Directors or Committee, and if
required in connection with the application of certain tax treatment, pursuant
to applicable stock exchange rules or regulations or otherwise, then also the
approval of the shareholders of the Company at the required
majority.

     

    
      	
              27.  

            	
              GOVERNING
      LAW; JURISDICTION.

            


    

     

    
      	
              28.  

            	
              The
      Plan and all determinations made and actions taken pursuant hereto shall
      be governed by the laws of the United States and by the laws of the State
      of Delaware except with respect to matters that are subject to tax laws,
      regulations and rules in any specific jurisdiction, which shall be
      governed by the respective laws, regulations and rules of such
      jurisdiction. Certain definitions, which refer to laws other than the laws
      of such jurisdiction, shall be construed in accordance with such other
      laws.

            


    

     

    
      	
              29.  

            	
              NON-EXCLUSIVITY
      OF THE PLAN.

            


    

     

    Neither
the adoption of the Plan by the Board nor the submission of the Plan to
shareholders of the Company for approval (to the extent required under
Applicable Law), shall be construed as creating any limitations on the power or
authority of the Board to adopt such other or additional incentive or other
compensation arrangements of whatever nature as the Board may deem necessary or
desirable or preclude or limit the continuation of any other plan, practice or
arrangement for the payment of compensation or fringe benefits to employees
generally, or to any class or group of employees, which the Company or any
Subsidiary now has lawfully put into effect, including, without limitation, any
retirement, pension, savings and stock purchase plan, insurance, death and
disability benefits and executive short-term or long-term incentive
plans.

     

    30. MISCELLANEOUS.

     

    30.1. Additional Terms.
Each Award awarded under the Plan may contain such other terms and conditions
not inconsistent with the Plan as may be determined by the Committee, in its
sole discretion.

     

    30.2. Severability. If any
provision of the Plan or any Award Agreement shall be determined to be illegal
or unenforceable by any court of law in any jurisdiction, the remaining
provisions hereof and thereof shall be severable and enforceable in accordance
with their terms, and all provisions shall remain enforceable in any other
jurisdiction.  In addition, if any particular provision contained in
this Agreement shall for any reason be held to be excessively broad as to
duration, geographic scope, activity or subject, it shall be construed by
limiting and reducing such provision as to such characteristic so that the
provision is enforceable to fullest extent compatible with the applicable law as
it shall then appear.

     

    30.3. Captions and Titles.
The use of captions and titles in this Plan or any Option Agreement, Restricted
Share Agreement or other Award related agreement is for the convenience of
reference only and shall not affect the meaning of any provision of the Plan or
such agreement.

     

     

    


     

    *           *           *

     

     

    21