Exhibit 10.2


 


G
MEDICAL INNOVATIONS HOLDINGS LTD.


 


2016
Global Equity Incentive Plan


 


		1.	Purpose



 


The purpose of the 2016
Global Equity Incentive Plan is to provide eligible employees, directors, consultants and sub-contractors of the Company and its
Affiliates the ability to share in the Company’s future success. Through this Global Equity Incentive Plan, the Company has established
a framework for offering eligible employees, directors, consultants and sub-contractors an opportunity to benefit from the success
of the Company and its Affiliates, with appropriate modification through Sub-Plans for relevant jurisdictions.


 


		2.	Definitions



 


The following capitalized
terms, as used in the 2016 Global Equity Incentive Plan, shall have the respective meanings set forth in this Section:


 


		2.1	“Affiliate”
                                         means (i) any entity that directly or indirectly controls, is controlled by or is
                                         under common control with the Company and/or (ii) to the extent provided by the Board,
                                         any person or entity in which the Company has a significant interest as determined by
                                         the Board in its discretion. The term “control” (including, with correlative
                                         meaning, the terms “controlled by” and “under common control with”),
                                         as applied to any person or entity, means the possession, directly or indirectly, of
                                         the power to direct or cause the direction of the management and policies of such person
                                         or entity, whether through the ownership of voting or other securities, by contract or
                                         otherwise.



 


		2.2	“Award”
                                         means the grant by the Company of Options, Restricted Share, Restricted Share Units,
                                         Share Appreciation Rights and any other share-based grant, pursuant to the Global Equity
                                         Incentive Plan.



 


		2.3	“Board”
                                         means the board of directors of the Company, or a committee to which the board of
                                         directors shall have delegated power to act on its behalf with respect to the Plan. If
                                         a committee is appointed it shall consist of such number of members (but not less than
                                         two (2)) as may be determined by the Board.



 


		2.4	“Company”
                                         means G Medical Innovations Holdings Ltd., an exempted company with limited liability
                                         incorporated in the Cayman Islands under the Companies Law (as revised) of the Cayman
                                         Islands



 


		2.5	“Disability”
                                         means the inability of a Participant to engage in any substantially gainful activity
                                         by reason of any medically determinable physical or mental impairment that is expected
                                         to result in death or has lasted or can be expected to last for a continuous period of
                                         twelve (12) months or more or, if different, the meaning ascribed to the term under the
                                         laws of the country in which a Participant resides. A determination that a Participant
                                         is has a Disability shall be made by the Board on the basis of such medical evidence
                                         as the Board deems warranted under the circumstances.



 


		2.6	“Exercise
                                         Date” means the date upon which a Participant exercises his or her rights under
                                         an Option or Stand-Alone SAR (as defined in section 6.1) or surrenders an unexercised
                                         Option in in order o receive a distribution under a Tandem SAR (as defined in section
                                         6.1);



 


		2.7	“Exercise
                                         Price” means the price to be paid to exercise a Share Appreciation Right, as
                                         determined pursuant to Section 6.5 of the Global Equity Incentive Plan.



 


		2.8	“Fair Market
                                         Value” means, as of any date, the value of a Share determined as follows: (i)
                                         if the Company’s shares are listed on any established stock exchange or a national market
                                         system, including without limitation the Australian Stock Exchange, Nasdaq Global Select
                                         Market, Nasdaq Global Market or the Nasdaq Capital Market of the Nasdaq Stock Market,
                                         the Fair Market Value shall be the closing sales price of such shares (or the closing
                                         bid, if no sales were reported) as quoted on such exchange or system
                                         for the last market trading day prior to the time of determination, as reported in The
                                         Wall Street Journal or such other source as the Board deems reliable; or (ii) if the
                                         Company’s shares are regularly quoted by a recognized securities dealer but selling prices
                                         are not reported, the Fair Market Value shall be the mean between the high bid and low
                                         asked prices for the Company’s shares on the last market trading day prior to the day
                                         of determination; or (iii) in the absence of an established market for the Company’s
                                         shares, the Fair Market Value shall be determined in good faith by the Board (including
                                         in accordance with an independent third party valuation of the Company which may be obtained
                                         by the Board).



 





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		2.9	“Global
                                         Equity Incentive Plan” means this G Medical Innovations Holdings Ltd., 2016
                                         Global Equity Incentive Plan.



 


		2.10	“Merger
                                         Transaction” or “Merger” means, any liquidation event, deemed
                                         liquidation event, and/or any other similar or parallel definition as determined by the
                                         Board, excluding any Re-organization or Spin-off Transaction, and including, for the
                                         avoidance of doubt (i) a sale of all or substantially all of the assets of the Company
                                         and its subsidiaries taken as a whole, or the sale or disposition (whether by merger
                                         or otherwise) of one or more subsidiaries of the Company if substantially all of the
                                         assets of the Company and its subsidiaries taken as a whole are held by such subsidiary
                                         or subsidiaries; or (ii) a sale of all or substantially all of the shares of the share
                                         capital of the Company whether by a single transaction or a series of related transactions
                                         which occur either over a period of 12 months or within the scope of the same acquisition
                                         agreement; or (iii) a merger, consolidation or like transaction of the Company with or
                                         into another corporation including a reverse triangular merger but excluding a merger
                                         which falls within the definition of Re-organization.



 


		2.11	“Misconduct”
                                         means any activity by a Participant that is determined by the Board in its sole and
                                         absolute discretion to adversely affect the business or affairs of the Company or any
                                         Affiliate in a material manner, including but not limited to the following situations:



 


		(a)	Any act of embezzlement,
                                         fraud, or dishonesty by a Participant;





		(b)	Nonpayment of
                                         any obligation owed to the Company or any Affiliate;





		(c)	Breach of a
                                         fiduciary duty to the Company or any Affiliate;





		(d)	Deliberate disregard
                                         of Company rules or the rules of any Affiliate resulting in loss, damage, or injury to
                                         the Company or any Affiliate;





		(e)	Unauthorized
                                         disclosure or use of any Company or any Affiliate trade secret, proprietary data, or
                                         confidential information;





		(f)	Engagement in
                                         any unfair competition with the Company or any Affiliate;





		(g)	The breach of
                                         a non-competition agreement;





		(h)	Inducement of
                                         any customer of the Company or Affiliate to breach a contract with the Company or any
                                         Affiliate;





		(i)	Inducement of
                                         any principal for whom the Company or any Affiliate acts as agent to terminate such agency
                                         relationship; and





		(j)	Gross Misconduct
                                         or criminal activity harmful to the Company or an Affiliate.



 


		2.12	“Option”
                                         means an Award of a right to purchase Shares at a set Option Price and subject to
                                         a Vesting Period pursuant to Section 5.2 of the Global Equity Incentive Plan.



 


		2.13	“Option
                                         Price” means the price to be paid to acquire a Share under the terms of an Option,
                                         as determined pursuant to Section 5.4 of the Global Equity Incentive Plan.



 


		2.14	“Participant”
                                         means an employee, director, consultant or sub-contractor of the Company or its Affiliates
                                         who is selected by the Board to participate in the Global Equity Incentive Plan.



 





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		2.15	“Performance
                                         Factor(s)” means the factor(s) selected by the Board upon which the performance
                                         criteria established by the Board will be based, which may include, but are not limited,
                                         to the following:



 


		(a)	Revenue;








		(b)	Earnings;





		(c)	Operating Income;





		(d)	Income before
                                         Income taxes;





		(e)	Net income;





		(f)	Earnings per
                                         share;





		(g)	Shareholder
                                         return;





		(h)	Return on capital
                                         employed;





		(i)	Return on equity;





		(j)	Return on sales;





		(k)	Cash flow;





		(1)	Shareholder’s
                                         economic added value;





		(m)	Results on individual
                                         confidential business objectives (strategic, tactical or personal); and/or





		(n)	Any other performance
                                         factors determined by the Board to contribute and/or which have contributed to the Company
                                         operation and/or performance and/or shareholder’s value creation.



 


		2.16	“Performance
                                         Period” means the period of service determined by the Board during which the
                                         Participant’s satisfaction of performance criteria is to be measured for Awards.



 


		2.17	“Purchase
                                         Price” means the price paid to acquire an RSU, as determined under Section 7.2
                                         of the Global Equity Incentive Plan.



 


		2.18	“Restricted
                                         Share Unit (RSU)” means a right to acquire a Share for a Purchase Price, which
                                         is granted pursuant to Section 7 of the Global Equity Incentive Plan.



 


		2.19	“Share
                                         Appreciation Right (SAR)” means a right to receive the difference between the
                                         Fair Market Value of a Share on the Exercise Date and the Exercise Price pursuant to
                                         Section 6 of the Global Equity Incentive Plan.



 


		2.20	“Spin-off
                                         Transaction” means, any transaction in which assets of the Company are transferred
                                         or sold to a company or corporate entity in which the Shareholders hold equal stakes,
                                         pro-rata to their ownership of the Company.



 


		2.21	“Re-organization”
                                         means, any re-domestication of the Company, share flip, creation of a holding company
                                         for the Company which will hold substantially all of the shares of the Company or any
                                         other transaction involving the Company in which the ordinary shares of the Company outstanding
                                         immediately prior to such transaction continue to represent, or are converted into or
                                         exchanged for shares that represent, immediately following such transaction, at least
                                         a majority, by voting power, of the share capital of the surviving, acquiring or resulting
                                         corporation and in which there is no material change to the interests held by the Shareholders
                                         prior to such transaction and thereafter.



 


		2.22	“Share”
                                         or “Shares” means an ordinary voting share in the capital of the
                                         Company with par value per share of US$0.001 (as may be adjusted pursuant to any consolidation,
                                         subdivision, conversion, reduction or other reorganization of the capital of the Company).



 


		2.23	“Shareholder”
                                         means a holder of Shares.



 


		2.24	“Sub-Plan”
                                         means rules or procedures adopted by the Board in order for the grant of Awards under
                                         the Global Equity Incentive Plan to comply with the laws of the relevant jurisdiction.



 


		2.25	“Termination”
                                         or “Terminated” means that a Participant has for any reason ceased
                                         to provide services as an employee, director, consultant or sub-contractor to the Company
                                         or an Affiliate. An employee is not deemed to have ceased to provide services in the
                                         case of (a) sick leave, (b) military leave, or (c) any other leave of absence approved
                                         by the Board, provided, that such leave is for a period of not more than 90 days, unless
                                         reemployment upon the expiration of such leave is guaranteed by contract or statute,
                                         or unless provided otherwise pursuant to a formal policy adopted from time to time by
                                         the Company or an Affiliate and issued and promulgated to employees in writing.



 





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In the case of an employee’s
approved leave of absence, subject to the laws of the relevant jurisdiction, the Board may make such provisions to suspend the
Vesting of an Award during the period of leave from the employ of the Company or an Affiliate as it may deem appropriate, provided
that in no event may an Award be exercised after the expiration of the term set forth in the Option Agreement. The Board shall
have sole discretion to determine whether a Participant has ceased to provide services and the effective date on which a Participant
ceased to provide services (the “Termination Date”).


 


		2.26	“Vesting”
                                         means the process of satisfying any condition required such that the Award is not
                                         subject to forfeiture. “Vested” means the point in time when a Participant’s
                                         Award is unconditional and absolute. The period of time from the grant of an Award to
                                         the date when a Participant’s Award is Vested is the “Vesting Period.”



 


		3.	Shares
                                         Subject to the Global Equity Incentive Plan



 


		3.1	Subject to Section
                                         15 of the Global Equity Incentive Plan, the total number of Shares reserved and available
                                         for grant and issuance under the Global Equity Incentive Plan shall be fourteen million
                                         seven hundred and sixty thousand (14,760,000) Shares. The Shares subject to the Global
                                         Equity Incentive Plan may consist of authorized and unissued Shares and of previously
                                         issued Shares reacquired and held by the Company as treasury shares. Shares subject to
                                         an Award that expires, terminates or is cancelled shall be available for grant or issuance
                                         under the Global Equity Incentive Plan to satisfy any Award. Upon termination of the
                                         Global Equity Incentive Plan, any Shares that remain unissued and are not subject to
                                         an outstanding Award shall cease to be available for the purposes of the Global Equity
                                         Incentive Plan.



 


		3.2	Only whole numbers
                                         of Shares may be acquired under an Award. Any fractional Shares will not be issued to
                                         a Participant.



 


		4.	Eligibility



 


The Board may
grant one or more Awards to any Participant.


 


		5.	Options



 


		5.1	Form of Option
                                         Grant. Each Option granted under the Global Equity Incentive Plan shall be evidenced
                                         by an agreement (“Option Agreement”) in such form and containing such
                                         provisions as the Board shall determine which shall comply with and be subject to the
                                         terms and conditions of the Global Equity Incentive Plan and any applicable Sub-Plan.



 


		5.2	Vesting Period.
                                         Subject to a Participant’s continued employment or service with the Company or
                                         an Affiliate, Options shall vest upon completion of: (a) a certain number of months or
                                         years of services with the Company or an Affiliate; and/or (b) performance criteria based
                                         on one or more Performance Factors as determined by the Board and as set forth in the
                                         Option Agreement.



 


		5.3	Exercise of Options.
                                         A Participant may exercise an Option, or a part thereof, only to the extent that such
                                         Option has Vested and any conditions set forth in an Option Agreement or Sub-Plan have
                                         been satisfied. An Option may be exercised only by delivery to the Company of an exercise
                                         notice in a form approved by the Board together with payment in full of the aggregate
                                         Option Price for the number of Shares as to which an Option is exercised.



 


		5.4	Option Price.
                                         The Option Price shall be determined by the Board when such Option is granted. After
                                         the grant of an Option, the Board shall not amend the Option Price or grant an Option
                                         in substitution of an outstanding Option with a different Option Price than the Option
                                         Price of such Outstanding Option, except as provided under Section 15 of the Global Equity
                                         Incentive Plan.



 


		5.5	Shareholder Rights.
                                         a Participant shall not be entitled to receive dividends, exercise voting rights, or
                                         exercise any other rights of a shareholder with respect to Options until the
                                         Participant has exercised the Option pursuant to Section 5.3 of the Global Equity Incentive
                                         Plan and the Shares have been issued or transferred to such Participant.



 





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		5.6	Option Term.
                                         The term of an Option shall be determined by the Board provided, however, that no Option
                                         shall be exercisable after the fifth (5th) anniversary of the date an Option is granted.



 


		5.7	Restriction on
                                         Transfer and Sale. The Board may determine that the Shares issued or transferred
                                         to a Participant pursuant to the exercise of an Option shall be restricted as to transferability
                                         and sale. If so restricted, such Shares shall not be sold, transferred, or disposed of
                                         in any manner contrary to the terms of such restriction, and such Shares shall not be
                                         pledged or otherwise hypothecated until the restriction expires by its terms. The terms
                                         of any such restriction, the circumstances under which any such restriction shall expire
                                         and any applicable sanction for non compliance with such restriction, shall be determined
                                         by the Board.



 


		6.	SAR



 


		6.1	Form of SAR Grant.
                                         Each SAR granted under the Global Equity Incentive Plan shall be evidenced by an agreement
                                         (“SAR Agreement”) in such form and containing such provisions as the
                                         Board shall determine which shall comply with and be subject to the terms and conditions
                                         of the Global Equity Incentive Plan and any applicable Sub-Plan.



 


		6.2	Grants. The
                                         Board may grant: (i) a SAR independent of an Option (a “Stand-Alone SAR”);
                                         or (ii) a SAR in connection with an Option, or a portion thereof (a “Tandem
                                         SAR”).



 


		a)	A Stand-Alone
                                         SAR shall. cover a specified number of underlying Shares as determined by the Board.
                                         Upon exercise of a Stand-Alone SAR, a Participant shall be entitled to receive a distribution
                                         from the Company of (i) cash in an amount equal to the number of Shares covered by the.
                                         SAR multiplied by the difference between the Fair Market Value of a Share on the Exercise
                                         Date and the Exercise Price; (ii) Shares with a value equal to the number of Shares covered
                                         by the SAR multiplied by the difference between the Fair Market Value of a Share on the
                                         Exercise Date and the Exercise Price; or (iii) a combination of Shares and cash, as the
                                         Board shall deem appropriate.



 


		b)	A Tandem SAR
                                         gives the Participant the right to elect between (i) the exercise of the underlying Option
                                         pursuant to Section 5 of the Global Equity Incentive Plan for Shares; or (ii) the surrender
                                         of such unexercised Option, to the extent that such Option is exercisable pursuant to
                                         Section 5 of the Global Equity Incentive Plan, in exchange for a distribution of Shares
                                         and/or cash from the Company in an amount equal to the number of Options surrendered
                                         multiplied by the difference between the Fair Market Value of the Shares on the date
                                         the Options are surrendered and the aggregate Option Price of the Options surrendered.
                                         No such surrender of an Option shall be effective unless approved by the Board, either
                                         at the time an Option is surrendered or at any earlier time. If the surrender is so approved,
                                         then the distribution to which the Participant shall become entitled under this Section
                                         6 may be made: (i) in Shares; (ii) in cash; or (iii) in a combination of Shares and cash,
                                         as the Board shall deem appropriate (and for these purposes, the value to be attributed
                                         to each Share that is so distributed shall be the Fair Market Value of the Shares on
                                         the date the relevant Options were surrendered). The number of Options surrendered shall
                                         be equal to the number of Tandem SARs exercised.



 





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		6.3	Vesting Period.
                                         A SAR shall vest upon completion of: (i) a certain number of months or years of service
                                         with the Company or an Affiliate; and/or (ii) performance criteria based on one or more
                                         Performance Factors as determined by the Board and as set forth in the SAR Agreement.
                                         The Board also may provide for a SAR to vest at one time, or a portion of
                                         a SAR to vest from time to time, periodically or otherwise, in such number of Shares
                                         or percentage of Shares as shall be determined by the Board. At any time after the granting
                                         of a SAR, the Board may accelerate the Vesting of such SAR.



 


		6.4	Exercise
                                         of a SAR. Except as otherwise provided in the Global Equity Incentive Plan, a Participant
                                         may exercise a SAR, or a part thereof, only to the extent that such SAR has Vested and
                                         any conditions set forth in a SAR Agreement have been satisfied. A SAR may be exercised
                                         only by delivery to the Company of an exercise notice in a form approved by the Board.



 


		6.5	Exercise
                                         Price. The Exercise Price of a SAR shall be determined by the Board when a SAR is
                                         granted at such price as the Board shall determine.



 


		7.	Restricted
                                         Share Units (“RSU”)



 


		7.1	Form of RSU Grant.
                                         Each Award of RSUs under the Global Equity Incentive Plan shall be evidenced by an agreement
                                         (“RSU Agreement”) in such form and containing such provisions as the
                                         Board shall determine which shall comply with and be subject to the terms and conditions
                                         of the Global Equity Incentive Plan and any applicable Sub-Plan.



 


		7.2	Purchase Price.
                                         The Purchase Price shall be determined by the Board on the date such Award is made. After
                                         the Award of an RSU, the Board shall not amend the Purchase Price or grant an RSU in
                                         substitution of an outstanding RSU with a different Purchase Price than the Purchase
                                         Price of such outstanding RSU, except as provided under Section 15 of the Global Equity
                                         Incentive Plan.



 


		7.3	Vesting Period.
                                         A RSU shall vest upon completion of: (a) a certain number of months or years of service
                                         with the Company or an Affiliate; and / or (b) performance criteria based on one or more
                                         Performance Factors as determined by the Board and as set forth in the RSU Agreement
                                         governing such RSU. At any time after the granting of a RSU, the Board may accelerate
                                         the Vesting of such RSU.



 


		7.4	Issuance of Shares.
                                         Upon the Vesting and exercise of a RSU, the Company shall issue or cause there to be
                                         transferred to the Participant one Share in exchange for each RSU that has Vested and
                                         been exercised.



 


		7.5	Restriction on
                                         Transfer and Sale. The Board may determine that the Shares issued or transferred
                                         to a Participant pursuant to an RSU shall be restricted as to transferability and sale.
                                         If so restricted, such Shares shall not be sold, transferred, or disposed of in any manner,
                                         and such Shares shall not be pledged or otherwise hypothecated until the restriction
                                         expires by its terms. The circumstances under which any such restriction shall expire
                                         and any applicable sanction shall be determined by the Board.



 


		7.6	Shareholder Rights.
                                         A Participant shall not be entitled to receive dividends, exercise voting rights, or
                                         exercise any other rights of a shareholder with respect to RSUs until the RSUs have Vested
                                         and been exercised, and the Shares in question have been issued or transferred by the
                                         Company.



 


		8.	Termination
                                         of Employment



 


		8.1	Options and SARs.



 


		a.	Termination.
                                         If a Participant’s employment or service with the Company or an Affiliate is Terminated
                                         for any reason except death, retirement, Disability, or Misconduct, then such Participant
                                         may exercise his or her Option or SAR for a period of ninety (90) days after the Termination
                                         Date, or such shorter or longer time period as may be determined by the Board, but only
                                         to the extent that such Option or SAR is Vested on the Termination Date.



 




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		b.	Termination
                                         Due to Death. If a Participant’s employment or service with the Company or
                                         an Affiliate is Terminated due to a Participant’s death, or if a Participant dies
                                         during the period provided for exercise of his or her Option or SAR following the relevant
                                         Termination Date in Sections 8.1(a) and 8.1(c), then such Participant’s Option
                                         or SAR may be exercised by his or her legal representative or authorized assignee for
                                         a period of six (6) months after the date of death, or such shorter or longer time period
                                         as may be determined by the Board, but only to the extent that such Option or SAR is
                                         Vested on the Termination Date.



 


		c.	Termination
                                         Due to Retirement. If a Participant’s employment with the Company or an Affiliate
                                         is Terminated due to such Participant’s retirement, within the meaning of any prevailing
                                         pension plan in which such Participant is a participant, then such Participant may exercise
                                         his or her Option or SAR after the Termination Date for the full term of the Option or
                                         SAR as set by the Board in the Option Agreement or SAR Agreement, but only to the extent
                                         that such Option or SAR is Vested on the Termination Date and subject to the provisions
                                         of an applicable Sub-Plan.



 


		d.	Termination
                                         Due to Misconduct. If a Participant’s employment or service with the Company
                                         or an Affiliate is Terminated for Misconduct or if a Participant engages in Misconduct
                                         after the Termination Date, any Option or SAR held by such Participant shall immediately
                                         expire and the Company shall dispatch notice or advice to the Participant either that
                                         the Participant has been Terminated due to Misconduct or the Participant has engaged
                                         in Misconduct after the Termination Date. Any exercise of rights under an Option or SAR
                                         following the date of Termination for Misconduct or engagement in Misconduct after the
                                         Termination Date but prior to the foregoing dispatch of notice or advice by the Company
                                         to the Participant shall not be effective and no issue or transfer of Shares or distribution
                                         of cash shall be made pursuant thereto. Subject to the laws of the relevant jurisdiction,
                                         the Board shall be the sole judge of whether the Participant’s employment or service
                                         is Terminated for Misconduct or the Participant engages in Misconduct. If an allegation
                                         of Misconduct by a Participant is made to the Board, the Board, in its sole discretion,
                                         may suspend the Vesting or the Participant’s ability to exercise his or her Option
                                         or SAR for up to two (2) months to permit the investigation of such allegation.



 


		e.	Termination
                                         Due to Disability. If a Participant’s employment or service? with the Company
                                         or an Affiliate is Terminated due to Disability, then the Participant may exercise his
                                         or her Option or SAR for a period of twelve (12) months after the Termination Date, or
                                         such shorter or longer time period as may be determined by the Board, but only to the
                                         extent that such Option or SAR is Vested on the Termination Date.



 


		f.	Notwithstanding
                                         the other provisions of this Section 8.1, in no event may an Option or SAR be exercised
                                         after the expiration of five (5) vears from the date the Award is granted.



 


		8.2	RSU.



 


		a.	If
                                         a Participant’s employment or service with the Company or an Affiliate is Terminated,
                                         then such Participant shall be entitled to payment (whether in Shares, cash, or otherwise,
                                         as determined by the Board) with respect to an RSU Award only to the extent that the
                                         RSU has Vested as of the Termination Date in accordance with the RSU Agreement, unless
                                         the Board determines otherwise.



 


		b.	Accelerated
                                         delivery upon death. Upon Termination of employment with or service to the Company
                                         or an Affiliate by reason of Participant’s death, the Company shall, upon payment
                                         of the aggregate Purchase Price therefor, issue or transfer the Shares related to Restricted
                                         Share Units which have Vested at the time of the Participant’s death to the Participant’s
                                         legal representative or authorized assignee, at their request, within six months following
                                         the Participant’s death. Any Restricted Share Units that have not Vested at the
                                         date of a Participant’s death shall lapse and no Shares related to Restricted
                                         Share Units that have not Vested at the time of the Participant’s death shall be
                                         issued or transferred to the Participant’s heirs. Shares shall only be issued or
                                         transferred to a Participant’s legal representative or authorized assignee in accordance
                                         with this section 8.2(b) to the extent that the Participant’s legal representative
                                         or authorized assignee agrees to comply with the restrictions on the sale of Shares set
                                         forth in the Participant’s RSU Agreement, this Global Equity Incentive Plan and/or
                                         the applicable Sub-Plan.



 





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		9.	Payment



 


Payment for Shares shall
be made in cash or its equivalent (e.g., check) in the currency set out in the relevant RSU Agreement, SAR Agreement or
Option Agreement or, if approved for a Participant by the Board, permitted by the laws of the relevant jurisdiction, and subject
to the obtainment of a tax ruling issued by the tax authorities in the country of residence of the Participant, if required, by:


 


		a.	Set-off by the Company
                                         of the price to be paid for the Shares against any indebtedness of the Company to the
                                         Participant;



 


		b.	With respect to purchases
                                         of Shares upon exercise of an Option only, delivery of irrevocable instructions to a
                                         broker to sell sufficient Shares to be acquired upon the exercise of an Option to fund
                                         (net of all broking and other fees, taxes and charges) the payment of the aggregate Option
                                         Price and to deliver the aggregate Option Price to the Company from the proceeds of such
                                         sale; or



 


		c.	Any combination of
                                         the foregoing.



 


		10.	Performance
                                         Criteria



 


Prior to the grant of
an Award subject to performance criteria, the Board shall: (a) determine the nature, length and starting date of any Performance
Period for such Award; and (b) select from among the Performance Factors to be used to measure performance criteria. Prior to
the payment of any Award, the Board shall determine the extent to which the performance criteria have been met. Performance Periods
may overlap and a Participant may receive multiple Awards that are subject to different Performance Periods or have different
performance criteria. Notwithstanding the foregoing, grant of an Award subject to Performance criteria to Israeli Employees (as
such term is defined in the Sub-Plan applicable to Israeli resident Participants) will be subject to the obtainment of a tax ruling
issued by the Israeli Tax Authority.


 


		11.	Transferability



 


An Award granted under
the Global Equity Incentive Plan and any interest therein shall not be transferable or assignable by any Participant, and may
not be made subject to execution, attachment or similar process, otherwise than by will or by the laws of descent and distribution
or as otherwise determined by the Board subject to any applicable law. No purported assignment or transfer of an Award, whether
voluntary or involuntary, by operation of law or otherwise shall vest in the purported assignee or transferee any interest or
right therein whatsoever. Immediately upon any such purported assignment or transfer, or any attempt to make the same, such Award
shall terminate and become of no further effect, except to the extent that such assignment or transfer is completed pursuant to
the Global Equity Incentive Plan, an applicable Sub-Plan or an Award agreement.


 





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		12.	Restrictions
                                         on Participant’s Gain Under the Awards



 





		12.1	The
                                         Company may impose a limit on the maximum gain that a Participant may realize from an
                                         Award. If imposed, the maximum gain that a Participant may realize from an Award shall
                                         be established by the Board.



 


		12.2	The procedure for
                                         imposing the limit on the maximum gain shall be determined at the discretion of the Board
                                         and shall be set forth in the applicable Option Agreement, SAR Agreement, or RSU Agreement.
                                         In effecting any such limit on the maximum gain that a Participant may realize from an
                                         Award, the Board may reduce the number of Shares exercisable under an Award such that
                                         the benefit at the time of exercise does not exceed the limit on maximum gain set by
                                         the Board.



 


		13.	Evidence
                                         of Instruments



 


All evidence of the instruments
delivered under the Global Equity Incentive Plan shall be subject to such share transfer orders, legends, and other restrictions
as the Board may deem necessary or advisable, including restrictions under any applicable law, or any rules, regulations, and
other requirements of the securities authorities or any stock exchange or automated quotation system upon which the Shares may
be listed or quoted.


 


		14.	Exchange
                                         and Buyout of Awards



 


The Board may, at any
time or from time to time, authorize the Company, with the consent of the respective Participants, to issue new Awards in exchange
for the surrender and cancellation of any or all outstanding Awards. The Board may at any time buy from a Participant an Award
previously granted with payment in cash, Shares, or other consideration, based on such terms and conditions as the Board and the
Participant may agree. Notwithstanding the foregoing, an exchange and buyout of Awards granted to Israeli Employees (as such term
is defined in the Sub-Plan applicable to Israeli resident Participants) will be subject to an obtainment of a tax ruling issued
by the Israeli Tax Authority which permits such an exchange and/or buyout.


 


		15.	Reorganizations,
                                         Spin-Off Transactions, Mergers and Recapitalizations of the Company



 


		15.1	Change in Capitalization



 


Subject to any required
action by the Shareholders, the number of Shares subject to each outstanding Award that has not yet Vested or been exercised,
and the number of Shares which have been authorized for issuance under the Global Equity Incentive Plan but as to which no Awards
have yet been granted or which have been returned to the Global Equity Plan, and the per Share Exercise Price, Option Price or
Purchase Price (as applicable) of each such Award, shall be proportionately and equitably adjusted for any increase or decrease
in the number of issued Shares resulting from a stock split, reverse stock split, combination, reclassification, the payment of
a stock dividend on the Shares or any other increase or decrease in the number of such Shares effected without receipt of consideration
by the Company without changing the aggregate exercise price, provided, however, that conversion of any convertible
securities of the Company shall not be deemed to have been effected without receipt of consideration. Such adjustment shall be
made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein,
no issue by the Company of shares in the capital of the Company of any class, or securities convertible into shares of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award.
The Board may, if it so determines in the exercise of its sole discretion, also make provision for proportionately adjusting the
number or class of securities covered by any Award, as well as the price to be paid therefor, in the event that the Company effects
one or more reorganizations, recapitalizations, rights offerings, or


 




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		15.4	Spin-Off
                                         Transaction.



 


In the event of a Spin-Off
Transaction, the Board may determine that the holders of Awards shall be entitled to receive equity or replacement awards in respect
of equity in the new company formed as a result of the Spin-Off Transaction, in accordance with equity granted to the ordinary
Shareholders within the Spin-Off Transaction, taking into account the terms of the Awards, including the vesting schedule and
exercise price. The determination regarding the Participant’s entitlement within the scope of a Spin-Off Transaction shall be
in the sole and absolute discretion of the Board.


 


		16.	Administration
                                         of the Global Equity Incentive Plan



 


		16.1	The Global Equity
                                         Incentive Plan shall be administered by the Board, which may delegate its duties and
                                         powers in whole or in part as it determines.



 


		16.2	Subject to the
                                         laws of the relevant jurisdiction, the Board is authorized to construe and interpret
                                         the Global Equity Incentive Plan, any Award agreement and any other agreement or document
                                         executed pursuant to the Global Equity Incentive Plan; prescribe, amend, and rescind
                                         rules and regulations relating to the Global Equity Incentive Plan or any Award; designate
                                         Participants to receive Awards; determine the form, timing and terms of Awards; determine
                                         the number of Shares or other consideration subject to Awards; determine whether Awards
                                         will be granted singly, in combination with, in tandem with, in replacement of, or as
                                         alternatives to, other Awards under the Global Equity Incentive Plan or any other incentive
                                         or compensation plan of the Company or any Affiliate; grant waivers of conditions under
                                         the Global Equity Incentive Plan or an Award; determine the Vesting, ability to exercise
                                         and payment of Awards; correct any defect, supply any omission or reconcile any inconsistency
                                         in the Global Equity Incentive Plan, any Award or any Award Agreement; and make all other
                                         determinations necessary, advisable or desirable for the administration of the Global
                                         Equity Incentive Plan.



 


		16.3	The Board may adopt
                                         rules or procedures relating to the operation and administration of the Global Equity
                                         Incentive Plan to accommodate the specific requirements of the law and procedures of
                                         a relevant jurisdiction. Without limiting the generality of the foregoing, the Board
                                         is specifically authorized to adopt rules and procedures regarding handling of direct
                                         payments, payroll deductions or other approved contributions, payment of interest, conversion
                                         of local currency, payroll tax, income tax withholding and reporting procedures, and
                                         handling of documents evidencing ownership of securities that vary with the laws of the
                                         relevant jurisdiction.



 


		16.4	The Board may also
                                         adopt rules, procedures, or Sub-Plans applicable to particular Affiliates of the Company.
                                         The rules of the Sub-Plans may take precedence over other provisions of this Global Equity
                                         Incentive Plan, with the exception of Section 3. Unless otherwise superseded by the terms
                                         of a Sub-Plan, the provisions of the Global Equity Incentive Plan shall govern the operation
                                         of the Sub-Plan.



 


		16.5	Any decision of
                                         the Board in the interpretation and administration of the Global Equity Incentive Plan
                                         and any applicable Sub-Plan shall be final, conclusive and binding on the Company, the
                                         Participants and any other parties that may have an interest in any Award under the Global
                                         Equity Incentive Plan and an applicable Sub-Plan.



 


		17.	Termination
                                         or Amendment of the Global Equity Incentive Plan



 


The Board may amend, alter,
or discontinue the Global Equity Incentive Plan, provided that no amendment, alteration, or discontinuation shall be made that,
without the consent of a Participant, would diminish any of the rights of that Participant under any Award previously granted
to such Participant under the Global Equity Incentive Plan. Notwithstanding the provisions of this Section 17, the Board may amend
the Global Equity Incentive Plan in such manner as it deems necessary to permit Awards to meet the
requirements of the laws of the relevant jurisdiction.


 





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		18.	No Right
                                         to Employment



 


The granting of an Award
under the Global Equity Incentive Plan shall impose no obligation on the Company or any Affiliate to continue the employment of
a Participant and shall not lessen or affect the Company’s or Affiliate’s right to terminate the employment of such Participant.


 


		19.	Successors
                                         and Assigns



 


The Global Equity
Incentive Plan shall be binding on all successors and assigns of the Company and a Participant, including without limitation,
the estate of such Participant and the executor, administrator, or trustee of such estate, or any receiver or trustee in bankruptcy
or representative of the Participant’s creditors.


 


		20.	Regulatory
                                         Compliance



 


An Award shall not be
effective unless such Award is in compliance with all applicable laws, rules, and regulations of any governmental body of any
country that may have jurisdiction over matters related to the Global Equity Incentive Plan, and the requirements of any stock
exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date of
grant of the Award and also on the date of exercise or other issuance or transfer. Notwithstanding any other provision in the
Global Equity Incentive Plan, the Company shall have no obligation to issue or transfer Shares or make any payments under the
Global Equity Incentive Plan prior to obtaining any approvals and completing any registration, filing, or notification requirements
under any law or ruling of any governmental body of any country, including the registration, qualification, or listing requirements
of any securities law, stock exchange or automated quotation system, that the Company determines are necessary or advisable. The
Company shall be under no obligation to obtain any approvals or complete any registration, filing, or notification requirement
of any governmental body of any country, including the registration, qualification or listing requirements of any securities law,
stock exchange or automated quotation system, and the Company shall have no liability for any inability or failure to do so.


 


		21.	Taxes



 


The Company shall determine
its responsibilities with respect to the withholding and reporting requirements of income tax, social insurance, Value Added Tax,
payroll tax and any other tax matter (“Tax-Related Items”) in connection with a Participant’s participation in
the Global Equity Incentive Plan and an applicable Sub-Plan, including the grant of Awards, the exercise of such Awards, the acquisition
of Shares pursuant to those Awards or the subsequent sale of Shares acquired under the Global Equity Incentive Plan. Prior to
each of the aforementioned events, each Participant shall make adequate arrangements, acceptable to the Company and/or the Affiliate
employing the Participant, to satisfy all withholding obligations of the Company and/or the Affiliate employing the Participant.
At such time, the Company and/or the Affiliate and/or a trustee designated by the Company and/or an Affiliate may withhold all
applicable Tax-Related Items and the Company and/or the Affiliate may sell or arrange for the sale of Shares purchased by the
Participant to meet the minimum withholding obligations for Tax-Related Items. The Company and/or the Affiliate employing the
Participant and/or a trustee designated by the Company and/or an Affiliate will return to the Participant any estimated withholding
that is collected but not required in satisfaction of the Tax-Related Items. To the extent that a Participant is unable to satisfy
the payment of Tax-Related Items by the foregoing methods, the Participant shall pay to the Company or the Affiliate
employing the Participant and/or the trustee designated by the Company and/or an Affiliate any amount of the Tax-Related Items
that such entity may be required to withhold as a result of his or her participation in the Global Equity Incentive Plan, in the
manner and at the time as determined by the Company.


 





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		22.	Notices



 


All notices and other
communications hereunder shall be in writing and hand delivered or mailed by registered or certified mail (return receipt requested),
or sent by any means of electronic message transmission with delivery confirmed (by voice or otherwise), to the Company at 5 Oppenheimer
St., Rehovot, Israel and to the Participant at the address appearing in the personnel records of the Company or an Affiliate for
the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other.
Any such notice shall be deemed effective upon receipt thereof by the addressee.


 


		23.	Governing
                                         Law



 


The Global Equity Incentive
Plan, all agreements there under and any related matter shall be governed by the laws of the Cayman Islands.


 


		24.	Term of
                                         the Global Equity Incentive Plan



 


The Global Equity Incentive
Plan shall be effective as of December 26, 2016.


 


The Global Equity Incentive
Plan shall terminate on December 26, 2026. No new Awards shall be made after such date, but existing Awards may continue to Vest
and be exercised after such date in accordance with the terms applicable to them under the relevant Award agreement, the Global
Equity Incentive Plan and any applicable Sub-Plan.


 




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