Exhibit
4.9


 


COMPENSATION
POLICY


GAMIDA
CELL LTD.


 


Compensation
Policy for Executive Officers and Directors


 


(As
adopted by the Shareholders on October 24, 2018,


as
amended by the Shareholders on June 4, 2019 and on September 10, 2020)


 





	 	Page
	 	 
	A. Overview and Objectives	1
	 	 
	B. Base Salary and Benefits	3
	 	 
	C. Cash Bonuses	5
	 	 
	D. Equity Based Compensation	7
	 	 
	E. Retirement and Termination of Service Arrangements	8
	 	 
	F. Exculpation, Indemnification and Insurance	9
	 	 
	G. Arrangements upon Change of Control	10
	 	 
	H. Board of Directors Compensation	10
	 	 
	I. Miscellaneous	11





 


A. Overview
and Objectives


 


		1.	Introduction



 


This
document sets forth the Compensation Policy for Executive Officers and Directors (this “Compensation Policy”
or “Policy”) of Gamida Cell Ltd. (“Gamida” or the “Company”), in accordance
with the requirements of the Companies Law, 5759-1999 (the “Companies Law”).


 


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


 


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


 


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


 


This
Policy shall apply to compensation agreements and arrangements which will be approved after the date on which this Policy is approved
by the shareholders of Gamida and shall serve as Gamida’s Compensation Policy for the maximum period of time permitted by
any applicable law, commencing as of the closing of the initial public offering of Gamida’s shares.


 


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


 






     


     


    

 


		2.	Objectives



 


Gamida’s
objectives and goals in setting this Policy are to attract, motivate and retain highly experienced leaders who will contribute
to Gamida’s success and enhance shareholder value, while demonstrating professionalism in a highly achievement-oriented
culture that is based on merit and rewards excellent performance in the long term, and embedding Gamida’s core values as
part of a motivated behavior. To that end, this Policy is designed, among others:


 


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



 


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



 


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



 


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



 


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



 


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



 


This
Compensation Policy was prepared taking into account the Company’s nature, size and business and financial characteristics.


 


		3.	Compensation
                                         Instruments



 


Compensation
instruments under this Policy may include the following:


 


		3.1.	Base
                                         salary;



 


		3.2.	Benefits;



 


		3.3.	Cash
                                         bonuses (short-to-medium term incentive);



 


		3.4.	Equity
                                         based compensation (medium-to-long term incentive); and



 


		3.5.	Retirement
                                         and termination terms.



 


		4.	Overall
                                         Compensation - Ratio Between Fixed and Variable Compensation



 


		4.1.	This
                                         Policy aims to balance the mix of “Fixed Compensation” (comprised
                                         of base salary and benefits) and “Variable Compensation” (comprised
                                         of cash bonuses and equity based compensation, which are based on the fair value on the
                                         date of grant, calculated annually, on a linear basis, excluding adjustment period/retirement
                                         bonuses, granted in accordance with section ‎16 below) in order to, among others,
                                         appropriately incentivize Executive Officers to meet Gamida’s short and long term
                                         goals while taking into consideration the Company’s need to manage a variety of
                                         business risks.



 


		4.2.	The
                                         total Variable Compensation of each Executive Officer shall not exceed 90% of the total
                                         compensation package of such Executive Officer on an annual basis. The Board believes
                                         that such range expresses the appropriate compensation mix in the event that all performance
                                         objectives are achieved and assumes that all compensation elements are granted with respect
                                         to a given year.



 






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		4.3.	It
                                         should be clarified, that the Fixed Compensation may constitute 100% of the total compensation
                                         package for an Executive Officer in any year (under circumstances in which a variable
                                         component will not be approved for that year and/or in the event of a failure to meet
                                         the set goals, if and when determined).



 


		5.	Inter-Company
                                         Compensation Ratio



 


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



 


		5.2.	The
                                         Board believes that the current Ratio does not adversely impact the work environment
                                         in Gamida. The possible ramifications of the Ratio on the daily working environment in
                                         Gamida were examined and will continue to be examined by Gamida 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 Gamida.



 


		B.	Base
Salary Benefits



 


		6.	Base
                                         Salary



 


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



 


		6.2.	Since
                                         a competitive base salary is essential to Gamida’s ability to attract and retain
                                         highly skilled professionals, Gamida will seek to establish a base salary that is competitive
                                         with base salaries paid to Executive Officers in a peer group of companies relevant to
                                         Gamida’s field of business, while considering, among others, Gamida’s size
                                         and field of operation and the geographical location of the employed Executive Officer.
                                         To that end, Gamida shall utilize as a reference, comparative market data and practices,
                                         which may include among others a compensation survey that compares and analyses the level
                                         of the overall compensation package offered to an Executive Officer of the Company with
                                         compensation packages in similar positions to that of the relevant Executive Officer
                                         in other companies operating in business sectors that are similar in their characteristics
                                         to Gamida’s, as much as possible, while considering, among others, such companies’
                                         size and characteristics including their revenues, profitability rate, number of employees
                                         and operating arena (in Israel or globally). Such compensation survey may be conducted
                                         internally or through an external consultant.



 


		6.3.	The
                                         Compensation Committee and the Board may periodically consider and approve base salary
                                         adjustments for Executive Officers. The main considerations for salary adjustment are
                                         similar to those used in initially determining the base salary, but may also include
                                         among others, educational background, prior vocational experience, expertise and qualifications,
                                         change of role, business authorities and responsibilities, past performance and previous
                                         compensation arrangements with such Executive Officer, recognition for professional achievements,
                                         regulatory or contractual requirements, budgetary constraints or market trends. The Compensation
                                         Committee and the Board will also consider the previous and existing compensation arrangements
                                         of the Executive Officer whose base salary is being considered for adjustment. When determining
                                         the Base Salary, the Company may also decide to consider, at the sole discretion of the
                                         Compensation Committee and the Board and as required, the prevailing pay levels in the
                                         relevant market, Base Salary and the total compensation package of comparable Executive
                                         Officers in the Company, the proportion between the Executive Officer’s compensation
                                         package and the salaries of other employees in the Company and specifically the median
                                         and average salaries and the effect of such proportions on the work relations in the
                                         Company.



 






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		7.	Benefits



 


		7.1.	In
                                         addition to the Base Salary, the following benefits may be granted to the Executive Officers
                                         (subject to any applicable approval procedures), in order, among other things, to comply
                                         with legal requirements. It shall be clarified, that the list below is an open list and
                                         Gamida (subject to the applicable required approvals) may grant to its Executive Officers
                                         other similar, comparable or customary benefits, subject to the applicable law.



 


		7.1.1.	Vacation
                                         days in accordance with market practice and the applicable law up to a cap of 30 days
                                         per annum;



 


		7.1.2.	Sick
                                         days in accordance with market practice and the applicable law; However, the Company
                                         may decide to cover sick days from the first day;



 


		7.1.3.	Convalescence
                                         pay according to applicable law;



 


		7.1.4.	Medical
                                         Insurance in accordance with market practice and the applicable law;



 


		7.1.5.	With
                                         respect to Executive Officers employed in Israel, Monthly remuneration for a study fund,
                                         as allowed by applicable law and with reference to Gamida’s practice and the common
                                         market practice;



 


		7.1.6.	Gamida
                                         shall contribute on behalf of the Executive Officer to an managers’ insurance policy
                                         or a pension fund, as allowed by applicable law and with reference to Gamida’s
                                         policies and procedures and the common market practice; and



 


		7.1.7.	Gamida
                                         shall contribute on behalf of the Executive Officer towards work disability insurance,
                                         as allowed by applicable law and with reference to Gamida’s policies and procedures
                                         and to the common market practice.



 


		7.2.	Non-Israeli
                                         Executive Officers may receive other similar, comparable or customary benefits as applicable
                                         in the relevant jurisdiction in which they are employed. Such customary benefits shall
                                         be determined based on the methods described in Section ‎6.2 of this Policy (with
                                         the necessary changes).



 


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



 


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



 






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		7.5.	Gamida
                                         may reimburse its Executive Officers for reasonable work-related expenses incurred as
                                         part of their activities, including without limitations, meeting participation expenses,
                                         reimbursement of business travel, including a daily stipend when traveling and accommodation
                                         expenses.



 


		7.6.	At
                                         the discretion of the Compensation Committee and the Board (and with respect to the CEO-
                                         also the Company’s general meeting of shareholders), Gamida may grant a newly recruited
                                         Executive Officer a signing bonus. Such bonus may be granted in cash, equity or a combination
                                         of both. The signing bonus will not exceed: (1) 50% of such Executive Officer’s
                                         annual Base Salary, if the signing bonus is granted in cash; (2) 100% of such Executive
                                         Officer’s annual Base Salary, if the signing bonus is granted by equity; (3) In
                                         case the signing bonus is a combination of cash and equity, its limit shall be proportional
                                         to the cash and equity components, calculated in accordance with the ratios mentioned
                                         in sections (1) and (2) above.



 


		C.	Cash
Bonuses



 


		8.	Annual
                                         Cash Bonuses – The Objective



 


		8.1.	The
                                         Company (subject to the approvals of the Compensation Committee and the Board, and with
                                         respect to the CEO- also the Company’s general meeting of shareholders) may grant
                                         cash bonuses to its Executive Officers on a quarterly or annually basis, or on a shorter
                                         or longer period basis, in accordance with the principles detailed below.



 


		8.2.	Compensation
                                         in the form of an annual cash bonus is an important element in aligning the Executive
                                         Officers’ compensation with Gamida’s objectives and business goals. Therefore,
                                         a pay-for-performance element, as payout eligibility and levels are determined based
                                         on actual financial and operational results, as well as individual performance.



 


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



 


		8.4.	In
                                         the event the employment of an Executive Officer is terminated prior to the end of a
                                         fiscal year, the Company may pay such Executive Officer a full annual cash bonus or a
                                         prorated one. Such bonus will become due on the same scheduled date for annual cash bonus
                                         payments by the Company.



 


		9.	Annual
                                         Cash Bonuses - The Formula



 


Executive
Officers other than the CEO


 


		9.1.	The
                                         annual cash bonus of Gamida’s Executive Officers, other than the chief executive
                                         officer (the “CEO”), will be based on performance objectives and a
                                         discretionary evaluation of the Executive Officer's overall performance by the CEO and
                                         subject to minimum thresholds. The performance objectives will be recommended by Gamida’s
                                         CEO and approved by the Compensation Committee (and, if required by law, by Gamida’s
                                         Board) at the commencement of each calendar year (or upon engagement, in case of newly
                                         hired Executive Officers or in special circumstances as indicated in Section ‎8.3
                                         above) on the basis of, but not limited to, company and individual objectives. Notwithstanding
                                         the above, the Company may determine that, with respect to any Executive Officer subordinated
                                         to the CEO, which does not serve as a director, a portion or all of his or her annual
                                         cash bonus will be based on the evaluation of the CEO.



 






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		9.2.	The
                                         target annual cash bonus that an Executive Officer, other than the CEO, will be entitled
                                         to receive for any given calendar year, will not exceed 50% of such Executive Officer’s
                                         annual base salary.



 


		9.3.	The
                                         maximum annual cash bonus including for overachievement performance that an Executive
                                         Officer, other than the CEO, will be entitled to receive for any given calendar year,
                                         will not exceed 100% of such Executive Officer’s annual base salary.



 


CEO


 


		9.4.	The
                                         annual cash bonus of Gamida’s CEO will be mainly based on performance measurable
                                         objectives and subject to minimum thresholds. Such performance measurable objectives
                                         will be determined annually by Gamida’s Compensation Committee (and, if required
                                         by law, by Gamida’s Board) at the commencement of each calendar year (or upon engagement,
                                         in case of newly hired CEO or in special circumstances as indicated in Section ‎8.3
                                         above) on the basis of, but not limited to, company and personal objectives. These performance
                                         measurable objectives, which include the objectives and the weight to be assigned to
                                         each achievement in the overall evaluation, will be categorized as described below:



 


		9.4.1.	Between
                                         40%-60% will be based on overall company performance measurable objectives;



 


		9.4.2.	Between
                                         20%-50% will be based on goals set forth in the Company’s annual operating plan
                                         and long-term plan;



 


		9.4.3.	The
                                         less significant part of the annual cash bonus granted to Gamida’s CEO, and in
                                         any event not more than 25% of the annual cash bonus, may be based on a discretionary
                                         evaluation of the CEO’s overall performance by the Compensation Committee and the
                                         Board.



 


		9.5.	The
                                         target annual cash bonus that the CEO will be entitled to receive for any given calendar
                                         year, will not exceed 100% of his or her annual base salary.



 


		9.6.	The
                                         maximum annual cash bonus including for overachievement performance that the CEO will
                                         be entitled to receive for any given calendar year, will not exceed 150% of his or her
                                         annual base salary.



 


		10.	Other
                                         Bonuses



 


		10.1.	Special
                                         Bonus. Gamida may grant its Executive Officers a special bonus as an award for special
                                         achievements (such as in connection with mergers and acquisitions, offerings, achieving
                                         target budget or business plan under exceptional circumstances or special recognition
                                         in case of retirement) 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 “Special Bonus”). The Special Bonus will
                                         not exceed 30% of the Executive Officer’s total compensation package on an annual
                                         basis.



 






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		10.2.	Signing
                                         Bonus. Gamida may grant a newly recruited Executive 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 Executive Officer.



 


		10.3.	Relocation
                                         Bonus. Gamida may grant its Executive Officers a special bonus in the event of relocation
                                         of an Executive Officer to another geography (the “Relocation Bonus”).
                                         The Relocation bonus will include customary benefits associated with such relocation
                                         and its monetary value will not exceed 30% of the Executive Officer’s annual base
                                         salary.



 


		11.	Compensation
                                         Recovery (“Clawback”)



 


		11.1.	In
                                         the event of an accounting restatement, Gamida shall be entitled to recover from its
                                         Executive Officers the bonus compensation in the amount in which such bonus exceeded
                                         what would have been paid under the financial statements, as restated (“Compensation
                                         Recovery”(, provided that a claim is made by Gamida prior to the third anniversary
                                         of fiscal year end of the restated financial statements.



 


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



 


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



 


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



 


		11.2.3.	The
                                         amount to be paid under the clawback proceedings is less than 10% of the relevant bonus
                                         received by the Executive Officer.



 


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



 


		D.	Equity
                                         Based Compensation



 


		12.	The
                                         Objective



 


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



 


		12.2.	The
                                         equity-based compensation offered by Gamida is intended to be in a form of share options
                                         and/or other equity based awards, such as RSUs, in accordance with the Company’s
                                         equity incentive plan in place as may be updated from time to time.



 


		12.3.	All
                                         equity-based incentives granted to Executive Officers, other than performance-based incentives,
                                         shall be subject to vesting periods in order to promote long-term retention of the awarded
                                         Executive Officers. Unless determined otherwise in a specific award agreement approved
                                         by the Compensation Committee and the Board, grants to Executive Officers, other than
                                         directors and performance-based incentives, shall vest gradually over a period of between
                                         three (3) to five (5) years. Performance based incentives shall vest upon the Executive
                                         Officer achieving of performance measurable objectives.



 






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		12.4.	All
                                         other terms of the equity awards shall be in accordance with Gamida’s incentive
                                         plans and other related practices and policies. Accordingly, the Board may, following
                                         approval by the Compensation Committee, extend the period of time for which an award
                                         is to remain exercisable and make provisions with respect to the acceleration of the
                                         vesting period of any Executive Officer’s awards, including, without limitation,
                                         in connection with a corporate transaction involving a change of control, subject to
                                         any additional approval as may be required by the Companies Law.



 


		13.	General
                                         guidelines for the grant of awards



 


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



 


		13.2.	The
                                         fair market value of the equity-based compensation for the Executive Officers will be
                                         determined according to acceptable valuation practices at the time of grant based on
                                         a straight line approach.



 


		E.	Retirement
                                         and Termination of Service Arrangements



 


		14.	Advanced
                                         Notice Period



 


		14.1.	Gamida
                                         may provide an Executive Officer, pursuant to an Executive Officer’s employment
                                         agreement and according to the Company’s decision per each case, a prior notice
                                         of termination of up to six (6) months, except for the CEO whose prior notice may be
                                         of up to twelve (12) months (the “Advance Notice Period”), during
                                         which the Executive Officer may be entitled to all of the compensation elements, and
                                         to the continuation of vesting of his/her equity awards.



 


		14.2.	During
                                         the Advance Notice Period, an Executive Officer will be required to keep performing his/her
                                         duties pursuant to his/her agreement with the Company, unless the Company has waived
                                         the Executive Officer’s services to the Company during the Advance Notice Period
                                         and pay the amount payable in lieu of notice, plus the value of benefits.



 


		15.	Adjustment
                                         Period



 


Gamida
may provide an additional adjustment period to an Executive Officer, other than the CEO, according to his/her seniority in the
Company, his/her contribution to the Company’s goals and achievements and the circumstances of retirement and to the CEO,
during which the Executive Officer may be entitled to all of the compensation elements, and to the continuation of vesting of
his/her options (the “Additional Adjustment Period”). The maximum adjustment period/retirement bonus that may
be paid to each Executive Officer shall be up to six (6) month Base Salaries and may only be granted to Executive Officers who
have served in the Company for at least one year.


 


		16.	Additional
                                         Retirement and Termination Benefits



 


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


 






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		17.	Non-Compete
                                         Grant



 


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


 


		18.	Cap
                                         for Retirement and Termination of Service Arrangements



 


The
maximum non-statutory retirement and termination of service arrangements payment to be granted to an Executive Officer will not
exceed 200% of his or her annual base salary.


 


		F.	Exculpation,
Indemnification and Insurance



 


		19.	Exculpation



 


Subject
to the provisions of the Companies Law, the Company may releases, in advance, any director or Executive Officer from liability
towards the Company for any damage that arises from the breach of the director or Executive Officer duty of care to the Company
(within the meaning of such terms under Sections 252 and 253 of the Companies Law), other than breach of the duty of care towards
the Company in a distribution (as such term is defined in the Companies Law).


 


		20.	Insurance
                                         and Indemnification



 


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



 


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



 


		20.2.1.	Reserved;



 


		20.2.2.	The
                                         limit of liability of the insurer shall not exceed the greater of $50 million or 25%
                                         of the Company’s shareholders equity based on the most recent financial statements
                                         of the Company at the time of approval by the Compensation Committee; and



 


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



 


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



 


		20.3.1.	The
                                         limit of liability of the insurer shall not exceed the greater of $50 million or 25%
                                         of the Company’s shareholders equity based on the most recent financial statements
                                         of the Company at the time of approval by the Compensation Committee;



 






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		20.3.2.	Reserved;
                                         and



 


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



 


		20.4.	Gamida
                                         may extend the Insurance Policy in place to include cover for liability pursuant to a
                                         future public offering of securities as follows:



 


		20.4.1.	The
                                         additional premium for such extension of liability coverage shall not exceed 50% of the
                                         last paid annual premium; and



 


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



 


		G.	Arrangements
upon Change of Control



 


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



 


		21.1.	Vesting
                                         acceleration of outstanding options, restricted shares, restricted share units (RSUs)
                                         and/or other equity based awards;



 


		21.2.	Extension
                                         of the exercising period of options, restricted shares, restricted share units (RSUs)
                                         and/or other equity based awards for Gamida’s Executive Officer for a period of
                                         up to five (5) years, following the date of employment termination; and



 


		21.3.	Up
                                         to an additional six (6) months to the additional adjustment period. For avoidance of
                                         doubt, such Additional Adjustment Period shall be in addition to the Advance Notice Period
                                         and Additional Adjustment Period pursuant to Sections 14 and 15 of this Policy.



 


		21.4.	A
                                         cash bonus not to exceed 100% of the Executive Officer’s annual base salary in
                                         case of an Executive Officer other than the CEO and 150% in case of the CEO.



 


		H.	Board
                                         of Directors Compensation



 


		22.	All
                                         Gamida’s Board members shall be entitled to an equal annual and per-meeting compensation.
                                         Alternatively, Gamida’s Board members may receive only an annual payment with respect
                                         to their services on the Board and additional annual payments for serving on board committees
                                         and as chairperson of the Board or its committees, without regard to their participation
                                         in meetings of the Board or its committees.



 


		23.	The
                                         compensation of the Company’s external directors, if elected, shall be in accordance
                                         with the Companies Regulations (Rules Regarding the Compensation and Expenses of an External
                                         Director), 5760-2000, as amended by the Companies Regulations (Relief for Public Companies
                                         Traded in Stock Exchange Outside of Israel), 5760-2000, as such regulations may be amended
                                         from time to time (“Compensation of Directors Regulations”) and, in
                                         any event, the annual payment and the per-meeting payment shall not be greater than two
                                         (2) times the maximal annual payment and per-meeting payment, respectively, allowed under
                                         the Compensation of Directors Regulations, in the case of Gamida.



 






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		24.	The
                                         director’s cash fee per calendar year shall not exceed an annual cash fee in the
                                         amount of $120,000 plus VAT.



 


		25.	Notwithstanding
                                         the provisions of Sections 23 and 24 above, in special circumstances, such as in the
                                         case of a professional director, an expert director or a director who makes a unique
                                         contribution to the Company, such director’s compensation may be different than
                                         the compensation of all other directors and maybe greater than the maximal amount allowed
                                         above.



 


		26.	Each
                                         member of Gamida’s Board, other than the chairperson, may be granted an annual
                                         equity-based compensation of up to half-a-percent (0.5%) of the fully diluted share capital
                                         of the Company. The chairperson of the Board may be granted an annual equity-based compensation
                                         of up to one percent (1%) of the fully diluted share capital of the Company.



 


		27.	In
                                         addition, members of Gamida’s Board may be entitled to reimbursement of expenses
                                         when traveling abroad on behalf of Gamida.



 


		28.	It
                                         is hereby clarified that the compensation stated under Section H will not apply to directors
                                         who serve as Executive Officers.



 


		I.	Miscellaneous



 


		29.	It
                                         is hereby clarified that nothing in this Policy shall be deemed to grant any of Gamida’s
                                         Executive Officers or employees or any third party any right or privilege in connection
                                         with their employment by the Company. Such rights and privileges shall be governed by
                                         the respective personal employment agreements. The Board may determine that none
                                         or only part of the payments, benefits and perquisites detailed in this Policy shall
                                         be granted, and is authorized to cancel or suspend a compensation package or part of
                                         it.



 


		30.	This
                                         Policy is subject to applicable law and is not intended, and should not be interpreted
                                         as limiting or derogating from, provisions of applicable law to the extent not permitted,
                                         nor should it be interpreted as limiting or derogating from the Company’s Articles
                                         of Association.



 


		31.	This
                                         Policy is not intended to affect current agreements nor affect obligating customs (if
                                         applicable) between the Company and its Executive Officers as such may exist prior to
                                         the approval of this Compensation Policy, subject to any applicable law.



 


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



 


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



 


		34.	It
                                         should be clarified, that the compensation components detailed in this Policy do not
                                         relate to various components that the Company may provide to all or part of its employees
                                         and/or its Executive Officers, such as: parking spaces, entry permits for its assets,
                                         reimbursement for meals and accommodation expenses, vacations, company events, etc.



 


 ***




 


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


 


 


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