Exhibit 4.5


 





Intec
Pharma Ltd.


 


(The
“Company”)


 


Compensation
Policy 

(the “Policy” or “Compensation Policy”)


 


As
last amended on December 11, 2017


 


		1.	Definitions



 


	“Board
    of Directors” or “Board”	-	Company’s
    Board of Directors;
	“Committee”
    or “Compensation Committee”	-	The Company’s
    Compensation Committee;
	“Company”
    	-	Intec
    Pharma Ltd.;
	“The
    Companies Law” 	-	The
    Companies Law, 1999, Israel;
	“The
    Securities Law”	-	The
    Securities Law, 1968, Israel;
	“Retirement
        Bonus”

         
	-	Bonus, payment, compensation
    or any other benefit awarded to an officer with regard to conclusion of their office with the Company; 
	“Team
    Members”	-	Company’s
    (including Company’s subsidiary) employees or consultants that engaged with the Company on a permanent basis;
	“Officer”	-	Board
    member, CEO, CFO, EVP, VP, any such Officer of the Company (including Company’s subsidiary) by a different title, and
    any other executive reporting directly to the CEO;
	“Cost”
    	-

         
	Cost to the employing
    entity;
	“Plan”	-	Company’s
    2015 Equity Incentive Plan, as amended or any other incentive plan as adopted from time to time.



 

		2.	Overview



 


In
conformity with the Companies Law, the Compensation Committee and Board of Directors have adopted this Compensation Policy. The
principles of the Compensation Policy were set forth after discussions by the Compensation Committee and the Board. Policy principles
were designed to grant proper, fair and well-considered compensation to Officers, in alignment with the Company’s long-term
best interests and organizational strategy. Part of the rationale is that the policy should encourage a sense of identification
with the Company and its objectives on the part of its Officers. An increase in Officer’s satisfaction and motivation should
retain the employment of high-quality Officers in the Company’s service over the long term.


 


The
Compensation Policy considers, inter alia, the size and nature of its operations (including in jurisdictions other than
Israel) and, with regard to terms of office and employment, which include variable components, the Officer’s long-term contribution
to achieving the Company’s objectives and to maximizing its earnings, taking into account the scope and reach of the Officer’s
role (and, in relevant cases, also taking into account the geographical location of the employed Officer).


 


The
Compensation Policy was prepared with due consideration to the nature of the Company’s operations in the biomed sector,
territories where the Company operates, market size on the Tel-Aviv Stock Exchange Ltd. and on Nasdaq Stock Market, as well as
other criteria including, the Company’s cash position, capitalization and shareholders’ equity.


 






    	 



     


    

 


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In
addition, in designing the Compensation Policy, the Compensation Committee and Board considered the average and median annual
cost of the fixed component payable to all Company full-time Team Members (“Ratio”). The Company estimates
that the gaps between the Officers’ compensation, assuming implementation of the new Policy, will have no adverse effect
on the working relationships in the Company. The possible ramifications of the Ratio on the daily working environment in the Company
were examined and will continue to be examined by the Company 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 the Company.


 


The
compensation principles are a tool based on targets and benchmarks derived, inter alia, form the Company’s annual
work plan and from long-term plans as determined by the Board of Directors from time to time.


 


Compensation
Policy components will include each of the following:


 


		a.	Fixed
                                         components: salary, social benefits (such as: beneficial retirement arrangement,
                                         disability insurance, provident fund, study fund, paid leave, sick leave and vacation
                                         pay, etc.) and other benefits (such as: car, cell phone, including gross-up of the benefit
                                         value for tax purposes).



 


		b.	Variable
                                         components: bonus payments.



 


		c.	Equity-based
                                         variable components: options plan, share plan, etc.



 


		d.	Retirement
                                         Bonus: bonus, payment, compensation or any other benefit awarded to an Officer with
                                         regard to the conclusion of their office with the Company.



 


		e.	Insurance,
                                         waiver and indemnification: Board members’ and Officers’ liability insurance
                                         (for the normal course of business as well as for non-recurring events (run-off)), waiver
                                         of Officers’ liability (in advance and in retrospect) and provision of commitment
                                         to indemnify Officers in advance and in retrospect.



 


Provisions
of this Compensation Policy only apply to Company Officers (as defined above).


 


Non-Israeli
Officers may receive other similar, comparable or customary benefits as applicable in the relevant jurisdiction in which they
are employed. 


 


The
language of this Compensation Policy uses the male pronoun only as a measure of comfort. This policy applies to both male and
female Officers.


 


The
target range for the compensation mix between the annual fix components, and variable components of the Company’s Officers,
is set forth below:


 


	Position	Range
    of the fixed components out of the total compensation (%)	Range
    of variable cash compensation out of the total compensation (%)	Range
    of equity-based compensation out of the total compensation (%)
	Chairman
    and Vice Chairman of the Board of Directors	20%
    - 100%	0%
    - 40%	0%
    - 70%
	Board
    Member	20%
    - 100%	0%
    - 40%	0%
    - 40%
	Company
    CEO	20%
    - 100%	0%
    - 40%	0%
    - 60%
	Other
    Officer	20%
    - 100%	0%
    - 40%	0%
    - 50%



 






    	 



     


    

 


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		3.	Officers’
                                         areas of responsibility, education and experience



 


		3.1.	Position:
                                         Chairman / Vice Chairman of the Board of Directors



 


		3.1.1.	Responsibilities:
                                         Provide guidance and assistance in accordance with his contractual obligations to the
                                         Company.



 


		3.1.2.	Required
                                         education and experience: academic degree from a recognized academic institution
                                         in Israel or overseas. The Chairman / Vice Chairman of the Board must have practical
                                         experience as one or more of the following: (a) acting or former Officer of a company
                                         of similar size; (b) at least 5 years of experience as a senior executive in the Company’s
                                         line of business or one that is sufficiently related to the Company’s line of business
                                         including, for example, investment banking or consulting; (c) academic experience of
                                         3 years or more in one of the following disciplines or related to: business administration,
                                         economics, law, finance, medicine, science, the pharmaceutical or healthcare industries
                                         or drug development. Academic experience includes, for example, academic research, academic
                                         publications or academic teaching in recognized academic institutions in Israel or overseas.



 


Subject
to the Companies Law and any other relevant rules and regulations, the Compensation Committee and the Board may waive, in exceptional
cases, the aforementioned required education and/or experience should they deem the candidate have special business experience
or skills which, in their opinion, would make a considerable contribution to the Company if appointed Chairman of the Board.


 


		3.2.	Position:
                                         Board member



 


		3.2.1.	Responsibilities:
                                         the Board member will, as a part of the Board, set Company policy and supervise the CEO’s
                                         performance and actions. The Board is also empowered with all statutory authority.



 


		3.2.2.	Required
                                         education and experience: academic degree from a recognized academic institution
                                         in Israel or overseas. The Board member must have practical experience in one or more
                                         of the following: (a) acting or former Officer of the Company, or a company of similar
                                         size; (b) CPA / attorney / business manager with over 5 years of experience; (c) academic
                                         experience of 3 years or more in one of the following disciplines or related to: business
                                         administration, economics, law, finance, medicine, science, the pharmaceutical or healthcare
                                         industries or drug development. Academic experience includes, for example, academic research,
                                         academic publications or academic teaching in recognized academic institutions in Israel
                                         or overseas.



 


		3.2.3.	Subject
                                         to the Companies Law and any other relevant rules and regulations, the Compensation Committee
                                         and the Board of Directors may waive, in exceptional cases, the aforementioned required
                                         education and/or experience, should they deem the candidate has special business experience
                                         or skills which, in their opinion, would make a considerable contribution to the Company
                                         if appointed a Board member.



 


		3.3.	Position:
                                         Company CEO



 


		3.3.1.	Responsibilities:
                                         management of all Company business.



 


		3.3.2.	Required
                                         education and experience: academic degree from a recognized academic institution
                                         in Israel or overseas. Prior experience as CEO of a similar company for at least 5 years,
                                         or Officer of the Company with over 5 years’ tenure.



 


		3.3.3.	Subject
                                         to the Companies Law and any other relevant rules and regulations, the Compensation Committee
                                         and the Board of Directors may waive, in exceptional cases, the aforementioned required
                                         education and/or experience, should they deem the candidate CEO has special business
                                         experience or skills which, in their opinion, would make a considerable contribution
                                         to the Company.



 






    	 



     


    

 


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		3.4.	Position:
                                         other Officer 



 


		3.4.1.	Responsibilities:
                                         responsibilities range from such positions as Executive VP Research and Development
                                         and Operations who is responsible for the research and development and operations activities
                                         of the Company, VP Clinical Affairs who is responsible for the development of certain
                                         R&D programs and clinical trials activities, and Chief Financial Officer who is responsible
                                         for the Company finances, accounting, legal, administration, and human resources. Officers
                                         report directly to the Company CEO.



 


		3.4.2.	Required
                                         education and experience: academic degree relevant to each position from a recognized
                                         academic institution in Israel or overseas. Prior experience of over 3 years in a similar
                                         position with another company or with the Company.



 


		3.4.3.	The
                                         Company may engage from time to time with additional Officers who will be responsible
                                         for different areas of the business, and/or Officers whose titles may be different than
                                         those specified above. New Officers or Officers with different titles must have the skills,
                                         education and experience relevant to their responsibilities as Officers of the Company.
                                         Guidelines for engagement with additional Officers will be consistent with terms outlined
                                         in Section 4.4 hereinafter.



 


		3.4.4.	Subject
                                         to the Companies Law and any other relevant rules and regulations, the Compensation Committee
                                         and the Board of Directors may waive, in exceptional cases, the aforementioned required
                                         education and/or experience, should they deem a candidate for an Officer’s position
                                         has special business experience or a skill which, in their opinion, would make a considerable
                                         contribution to the Company if appointed to the position.



 


		4.	Fixed
                                         component



 


		4.1.	Position:
                                         Chairman of the Board of Directors (“Chairman”)



 


		4.1.1.	The
                                         annual cost of the fixed component of compensation of the Chairman of the Board, shall
                                         not exceed 6 (six) times the annual cost of the fixed component of compensation of the
                                         Company’s external Board members (consisting of a fixed annual payment and additional
                                         fixed payment per meeting (assuming 15 meetings a year)). If the Chairman of the Board
                                         is also an Officer of the Company, no additional fixed component compensation will be
                                         payable to the Chairman for his role as Chairman of the Board.



 


		4.1.2.	In
                                         addition, the Chairman of the Board of Directors will be entitled to reimbursement of
                                         reasonable expenses incurred in the course of discharging his office, including expenses
                                         with respect to attending meetings, travel and entertainment expenses, against provision
                                         of receipts. The policy for overseas travel expense reimbursement will be the same as
                                         for the Company CEO.



 


		4.2.	Position:
                                         Board member



 


		4.2.1.	Compensation
                                         of Company Board members consists of annual and per meeting compensation (including in
                                         cases of written resolution or telephone call) as well as expense reimbursement in accordance
                                         with the provisions of the Companies Regulations (Rules Concerning Compensation and Expense
                                         Reimbursement for an External Director), 2000 as adjusted 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 (collectively, the “Compensation
                                         Regulations”). Total compensation will be based on the applicable company level,
                                         which is determined by shareholders’ equity (as it may be from time to time).If
                                         a Board member is also an Officer of the Company, no additional fixed component compensation
                                         will be payable to the Board member for his role as Board member.



 


		4.2.2.	Notwithstanding
                                         the provisions of Section 4.2.1 above, in special circumstances, such as in the case
                                         of a Vice Chairman, 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 Board members and maybe up to 5 times the annual cost
                                         of the fixed component of compensation of the Company’s external Board members
                                         (consisting of a fixed annual payment and additional fixed payment per meeting (assuming
                                         15 meetings a year).



 






    	 



     


    

 


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		4.2.3.	Board
                                         members will be entitled to reimbursement of reasonable expenses incurred in the course
                                         of their duty, including expenses with respect to attending meetings, travel and entertainment
                                         expenses, against provision of receipts. Expense reimbursement for overseas travel will
                                         be in accordance with Company policies, as applicable to the Company CEO.



 


		4.3.	Position:
                                         Company CEO



 


		4.3.1.	The
                                         monthly salary of the Company CEO shall range between NIS 55,000 and NIS 85,000.



 


		4.3.2.	The
                                         CEO shall be provided with benefits mandated by applicable law and may be provided with
                                         benefits generally acceptable in the local market or generally available to other Company
                                         employees in accordance with Company policies (such as: beneficial retirement arrangement,
                                         disability insurance, provident fund, study fund, paid leave, sick leave, vacation pay,
                                         car, cell phone, etc., including gross-up of the benefit value for tax purposes).



 


		4.3.3.	In
                                         addition, the Company CEO will be entitled to reimbursement of reasonable per diem expenses
                                         incurred in the course of discharging his office, including expenses with respect to
                                         attending meetings, travel and entertainment expenses, against provision of receipts.
                                         The Company may pay the CEO’s expenses by a corporate credit card. Expense reimbursement
                                         for overseas travel will be in conformity with Company policy.



 


		4.4.	Position:
                                         other Officers (other than CEO)



 


		4.4.1.	The
                                         monthly salary of an Officer (other than CEO) shall range between NIS 30,000 and NIS
                                         80,000.



 


		4.4.2.	An
                                         Officer shall be provided benefits mandated by applicable law, and may be provided with
                                         benefits generally acceptable in the local market or generally available to other Company
                                         employees in accordance with Company policies (such as: beneficial retirement arrangement,
                                         disability insurance, provident fund, study fund, paid leave, sick leave, vacation pay,
                                         car, cell phone, etc., including gross-up of the benefit value for tax purposes).



 


		4.4.3.	In
                                         addition, any Officer shall be entitled to reimbursement of reasonable per diem expenses
                                         incurred in the course of discharging his office, including expenses with respect to
                                         attending meetings, travel and entertainment expenses, against provision of receipts.
                                         The Company may pay the Officer’s expenses by a corporate credit card. Expense
                                         reimbursement for overseas travel will be in conformity with Company policy.



 


		4.5.	In
                                         accordance with Section 1B3 to the Companies Regulations (Relief in Transactions With
                                         Related Parties), 2000, non-material changes in the terms of employment of an officer
                                         who is subject to the CEO, will not require the approval of the Compensation Committee,
                                         as stated in Section 272(C) to the Companies Law, so long as the change in the compensation
                                         terms does not exceed 5% of the annual cost of the fixed compensation component, has
                                         been approved by the CEO and are consistent with the terms of this Compensation Policy.



 






    	 



     


    

 


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		5.	Variable
                                         component (bonuses) 



 


		5.1.	Annual
                                         bonus



 


The
Company may award an annual bonus to an Officer based on the following guidelines:


 


		5.1.1.	The
                                         Company may award an annual bonus to its Officers subject to achieving pre-approved measureable
                                         targets (the “Annual Bonus”) to be set by the Company’s Compensation
                                         Committee and Board of Directors. The Company shall specify Company wide and personal
                                         targets for each Officer which shall be pre-approved by the Company’s Compensation
                                         Committee and Board of Directors in the beginning of the relevant period for which such
                                         an Annual Bonuses are applicable. These targets would be derived, inter alia,
                                         from the Company’s work plan and/or the work plan of the organizational unit managed
                                         by the relevant Officer and shall be measureable. The requirement to pre-approve measureable
                                         targets shall not apply to officers who are subordinated to the CEO. The less significant
                                         part of the annual bonus granted to the CEO, and in any event not more than 30% of the
                                         annual bonus, may be based on a discretionary evaluation of the CEO’s overall performance
                                         by the Compensation Committee and the Board.



 


		5.1.2.	For
                                         each Officer, an individual Annual Bonus would be determined as a number of monthly salaries
                                         specified in advance for each Officer (the “Target Bonus”) with a
                                         multiplier to reflect achievement of the personal targets specified for the Officer.
                                         This multiplier may be lower than 1 (if the Officer only partially achieved the personal
                                         targets) or may be higher than 1 (if the Officer’s performance exceeded the specified
                                         targets).



 


		5.1.3.	Bonus
                                         calculation upon termination of employment: should employment of the Officer by the
                                         Company be terminated in a given calendar year, the Annual Bonus amount would be calculated
                                         pursuant to this Compensation Policy to be revised and calculated pro-rata to the duration
                                         of employment of the Officer in the given year. The Compensation Committee and the Board
                                         of Directors may decide not to give an Annual Bonus in the case of termination of employment
                                         during the relevant period.



 


		5.1.4.	Maximum
                                         bonus: the combined Annual Bonus and Special Bonus (as defined below) amount shall
                                         not exceed 200% of the Officer’s annual fixed component.



 


		5.2.	In
                                         addition to the Annual Bonus, each Officer of the Company may be awarded a special bonus
                                         (the “Special Bonus”) regardless of a specified target and regardless
                                         of a pre-approved bonus plan. Such Special Bonus shall be approved by the Compensation
                                         Committee and the Board of Directors, which shall consider the CEO’s recommendation
                                         (based on recognition of special and extraordinary contribution by the Officer in the
                                         course of Company business, such as a special effort and achievements related to financing
                                         raised, merger, acquisition, sale or license of business operations, achievement of major
                                         corporate goal in R&D, business and corporate development or other significant general
                                         corporate goal, intellectual property protection of the Company’s products, etc.).
                                         Such Special Bonus, shall not exceed six (6) monthly base salaries for each Officer of
                                         the Company.



 


		5.3.	The
                                         Company may grant a newly recruited Officer a signing bonus at the CEO’s discretion
                                         (and in the CEO’s case, at the Board’s discretion), subject to any additional
                                         approval as may be required by the Companies Law (the “Signing Bonus”).
                                         The Signing Bonus will not exceed three (3) monthly entry base salaries of the Officer
                                         (other than the CEO) or five (5) monthly entry base salaries of the CEO.



 


		5.4.	The
                                         Company’s Compensation Committee and Board of Directors may reduce the bonus awarded
                                         to an Officer at their discretion, including under the following circumstances: material
                                         deterioration of the Company’s position or such material deterioration anticipated
                                         by the Board, deterioration in the state of the economy, deterioration in the performance
                                         of the Officer or inappropriate conduct by the Officer.



 


		5.5.	In
                                         a case where, should the Company’s audited consolidated financial statements for
                                         any year be revised, the bonus amount payable to the Officer for that year, had it been
                                         calculated based on the revised data, would have resulted in a different bonus amount
                                         payable to the Officer, the Company would pay to the Officer, or the Officer would reimburse
                                         the Company as the case may be, the difference between the bonus amount paid and the
                                         bonus amount payable due to said revision. Unless otherwise agreed in writing between
                                         the Company and the relevant Officer, said bonus amount shall be paid within 60 days
                                         from the date of receiving a written demand.



 






    	 



     


    

 


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		6.	Equity-based
                                         variable component



 


		6.1.	The
                                         Compensation Committee and Board of Directors shall review from time to time the overall
                                         equity-based grant for all Team Members and Officers. When doing so, the Compensation
                                         Committee and Board shall take into consideration: (1) each employee and Officer’s
                                         contribution to the Company including expected contribution; and (2) creating an effective
                                         long-term incentive to harness and motivate Team Members and Officers.



 


		6.2.	Stock
                                         options plan grant: based on the Compensation Committee and Board of Directors’
                                         review and discussion, the Company may award to Officers options to purchase Company
                                         shares.



 


		6.3.	The
                                         unexercised options held by all Team Members and Officers under the Company’s stock
                                         options plans may not exceed 15% of the Company’s share capital, on as-exercised
                                         basis.



 


		6.4.	Taxation
                                         regime: if applicable, the options would be awarded pursuant to provisions of Section
                                         102 of the Income Tax Ordinance of Israel, under the income taxation track. However,
                                         each Officer and Team Member will be responsible to his own tax regime for his own tax
                                         liability.



 


		6.5.	Exercise
                                         Price: for as long as the Company’s shares are listed on any established stock
                                         exchange or a national market system, including without limitation the Tel-Aviv Stock
                                         Exchange Ltd., and the NASDAQ Stock Market, the exercise price shall
                                         not be lower than the average closing sales price for Company’s shares (or the
                                         closing bid, if no sales were reported), as quoted on such exchange or system over the
                                         thirty (30) trading day period preceding the date of approval of the grant by the Board,
                                         as reported in the Wall Street Journal, or according to any other source the Board deems
                                         reliable, or as otherwise provided by the Plan.



 


		6.6.	Fair
                                         value: the fair value of options awarded to each Officer in a given year, as calculated
                                         at grant date, shall not exceed 200% of the annual fixed component of such Officer. The
                                         fair market value of the equity based compensation will be determined according to acceptable
                                         valuation practices at the time of grant.



 


		6.7.	Options
                                         terms: Unless determined otherwise in a specific award agreement approved by the
                                         Compensation Committee and the Board, grants to Team Members and directors shall vest
                                         gradually over a period of between three (3) to four (4) years or may vest upon achieving
                                         pre-approved target. The last date to exercise an option shall not exceed ten (10) years
                                         after the date on which the option was granted.



 


		6.8.	All
                                         other terms of the options shall be in accordance with the Plan.



 


		7.	Duration
                                         and termination of Officer’s term in office



 


		7.1.	Severance
                                         pay: in the case of termination (other than termination of an Officer for cause),
                                         the Officer will be eligible to receive severance pay in full.



 


		7.2.	Notice
                                         period: the Company may give an Officer a notice period of up to 6 months. The Company
                                         may waive the Officer’s services to the Company during the notice period and pay
                                         the amount payable in lieu of notice, plus the value of benefits, even in case of immediate
                                         termination. During the notice period, the Officer would be eligible to receive bonuses
                                         with respect to this period and would also continue to accrue vesting of options awarded.



 


		7.3.	Non-compete
                                         bonus: the Company may pay an Officer a bonus upon termination of employment in return
                                         for a commitment by the Officer not to compete with Company business. The extent of the
                                         non-compete commitment would be determined by the Company’s Compensation Committee
                                         and Board of Directors. Such bonus shall be calculated according to a key of up to two
                                         months’ salary for each 3 months of non-compete period and shall not exceed a total
                                         of 12 salaries.



 






    	 



     


    

 


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		7.4.	Retirement
                                         bonus: the Company may pay an Officer a retirement bonus upon termination of employment.
                                         The retirement bonus shall not exceed six months’ salary for Officers that engaged
                                         with the Company for over 5 years or the CEO and two months’ salary for an Officer
                                         that was engaged with the Company for less than 5 years but more than 3 years.



 


Such
retirement bonus, if applicable, shall be awarded based on the Officer’s tenure, the Company’s achievements during
the relevant period and the Officer’s contribution to such achievements, and the circumstances of such Officer’s retirement
from the Company.


 


		8.	Change
                                         of control arrangements 



 


The
following benefits may be granted to Officers in addition to the benefits applicable in the case of any retirement or termination
of service upon a “Change of Control”:


 


		8.1.	Vesting
                                         acceleration of outstanding options;



 


		8.2.	Extension
                                         of the exercising period of options for a period of up to six (6) months following the
                                         date of employment termination;



 


		8.3.	Up
                                         to a twelve (12) months of continued base salary and benefits following the date of employment
                                         termination (the “Additional Adjustment Period”). For avoidance of
                                         doubt, such additional Adjustment Period shall be in addition to the notice period pursuant
                                         to Section 7.2 of this Policy; and



 


		8.4.	A
                                         cash bonus not to exceed three (3) monthly base salaries.



 


		9.	Engagement
                                         as a contractor or through a management company



 


The
Company may engage an Officer as an independent contractor rather than as a salaried employee. In such a case, the maximum cost
of employment would be calculated based on the maximum cost for a salaried employee in a similar position, and guidelines of the
Compensation Policy would apply to such an officer mutatis mutandis.


 


		10.	Work
                                         overseas 



 


Notwithstanding
any other provision of this Policy to the contrary, the maximum salary for an Officer who resides overseas (outside of Israel)
for discharging their position may exceed the maximum salary for the Officer pursuant to this Policy, had he been employed in
Israel, by up to 100%.


 


		11.	Insurance,
                                         waiver and indemnification



 


		11.1.	Officer
                                         liability insurance (claims made): the Company may obtain a liability insurance policy
                                         for Officers, subject to the following terms and conditions: (a) the total insurance
                                         coverage under the insurance policy shall not exceed US $50 million; (b) the annual premium
                                         payable by the Company for the insurance premium shall not exceed US $400,000 annually.



 


		11.2.	Officer’s
                                         liability insurance (run-off): should the Company sell its operations (in whole or
                                         in part) and/or in case of merger, spin-off or any other significant business combination
                                         involving the Company and/or part or all of its assets, the Company may obtain Officer’s
                                         liability insurance policy (run-off) for Officers in office with regard to the relevant
                                         operations, subject to the following terms and conditions: (a) the insurance term
                                         shall not exceed 7 years; (b) the coverage amount shall not exceed US $50 million; (c)
                                         the premium payable by the Company shall not exceed US $400,000 annually.



 


		11.3.	Public
                                         Offerings: the Company may extend the insurance policy for Officers in place to include
                                         cover for liability pursuant to a future public offering of securities. The additional
                                         premium for such extension of liability coverage shall not exceed 50% of the last paid
                                         annual premium.



 


		11.4.	Approvals:
                                         any insurance policy for Officers shall be approved by the Compensation Committee (and
                                         if required by law, also by the Board of Directors) which shall determine that the sums
                                         are reasonable considering the exposures, the scope of cover and the market conditions
                                         and that the insurance policy for Officers reflects the current market conditions, and
                                         it does not materially affect the Company’s profitability, assets or liabilities.



 






    	 



     


    

 


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		11.5.	Waiver
                                         of liability: the Company may, subject to statutory provisions, waive the Officer’s
                                         liability for any damage incurred by the Company, directly or indirectly, due to any
                                         breach of the Officer’s due care duty towards the Company and/or any affiliated
                                         entity to the fullest extent permitted by applicable law.



 


		11.6.	Advance
                                         indemnification: the Company may provide a commitment to indemnify in advance any
                                         Officer of the Company in the course of his position as Officer of the Company and/or
                                         any affiliated entity thereof, all subject to the letter of indemnification, as approved
                                         by the Company’s shareholders from time to time and in accordance with the Company’s
                                         Articles of Association and applicable law.



 


		11.7.	Retroactive
                                         indemnification: the Company may provide retroactive indemnification to any Officer
                                         to the extent allowed by the Companies Law.



 


		12.	Term
                                         of the Compensation Policy



 


The
Compensation Policy will be in effect for a 3 year (or longer if the law so permits) term starting on its approval date under
the Companies Law.


 


		13.	Miscellaneous



 


		13.1.	The
                                         Company may revise the terms of employment or office of any Officer at any time, and
                                         is under no obligation to apply the same terms of employment or office to any Officer
                                         applied to them in previous years.



 


		13.2.	This
                                         document shall not confer any right on Officers to whom this Compensation Policy applies,
                                         nor on any other third party, to receive any compensation whatsoever.



 


		13.3.	Note,
                                         for the sake of clarification, that the content of this policy does not detract from
                                         provisions of the Companies Law with regard to the manner of approval of contracting
                                         between the Company and any Officer with regard to terms of employment or office, and
                                         the provisions of this Policy do not detract from any mandatory reporting with regard
                                         to Officer compensation pursuant to the Securities Law and regulations based there upon.



 


		13.4.	For
                                         the avoidance of doubt, it is clarified that in case of any amendment made to provisions
                                         of the Companies Law and any other applicable rules and regulations in a manner that
                                         will facilitate the Company with respect to its action with regard to Officer compensation,
                                         the Company may be entitled to follow these provisions even if they contradict the principles
                                         of this Compensation Policy.



 


		13.5.	Any
                                         payment made to Officers pursuant to compensation plans, in addition to the fixed compensation
                                         component, is not and shall not be deemed part of the Officer’s regular pay for
                                         all intents and purposes, and shall not form basis for calculation and/or eligibility
                                         and/or accrual of any benefits and will not, notwithstanding the foregoing, be a component
                                         included in payment of paid leave, severance pay, contributions to provident funds, etc.



 


		13.6.	As
                                         part of the approval process of each annual plan, with its various components, changes
                                         to Company objectives, market conditions, the Company’s position, etc. would be
                                         reviewed annually by the Board of Directors. Consequently, the targets, benchmarks and
                                         compensation targets for each plan would be reviewed annually, and their actual application
                                         would be subject to change based on decisions made by the Board of Directors from time
                                         to time.



 


		13.7.	The
                                         Board shall review from time to time the Compensation Policy and the need to revise it
                                         in case of any material change in circumstances prevailing upon setting said Policy,
                                         or for any other reasons.



 


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