Exhibit 10.2


 


AMENDED
 & RESTATED EMPLOYMENT AGREEMENT


 


This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”)
is made effective as of June 7, 2020 (the “Effective Date”), by and between Protalix Ltd., a company organized
under the laws of the State of Israel (the “Company”) and Einat Brill Almon, Ph.D., a resident of the State
of Israel (the “Employee”) (each of the Company and Employee shall be referred to herein, as a “Party”
and collectively, the “Parties”).


 


		WHEREAS,	the Employee is the Sr. Vice President, Product Development of the Company currently an employee of the Company and of its
parent company, Protalix BioTherapeutics, Inc. (“Protalix Inc.”), and her employment is currently governed by
that certain Employment Agreement between the Company and the Employee, dated as of December 19, 2004 (the “Existing Agreement”);
and



 


		WHEREAS,	the Company and the Employee desire to amend and restate terms and conditions of the Employee’s employment by the Company
as hereinafter set forth;



 


NOW, THEREFORE, based on the representations contained
herein and in consideration of the mutual premises and covenants set forth herein, the Company and the Employee hereby agree that
the Existing Agreement is hereby amended and restated in its entirety to read as follows:


 


		1.	Employment.



 


		1.1.	Commencing as of the Effective Date, the Employee shall be promoted to Senior Vice President and
Chief Development Officer. Employee will continue to report to the Chief Executive Officer of the Company (“CEO”).



 


		1.2.	The Employee’s duties and responsibilities shall be those duties and responsibilities customarily
performed by a Chief Development Officer of a pharmaceutical company, as may be determined from time to time by the CEO. These
will include, inter alia, the following:



 


		·	The identification, absorption and development of new
proteins to be used as products in and by the Company;



 


		·	Development of the Company’s product candidates;



 


		·	Working with the U.S. Food and Drug Administration and
comparable regulators worldwide, and with clinical researchers, clinical research organizations and clinical sites;



 


		·	Responsibility for managing the Company’s intellectual
property and patents portfolio with the patent editor; and



 


		·	The carrying out of any other task or assignment required
in connection with the role of an officer in the Employee’s position, in accordance with the CEO’s decision



 


		1.3.	The Employee shall be employed on a full-time basis. The Employee shall devote her full and undivided
attention and full working time to the business and affairs of the Company and the fulfillment of her duties and responsibilities
under this Agreement. During the term of this Agreement, the Employee shall not be engaged in any other employment nor engage in
any other business activity or render any services, with or without compensation, for any other person or entity without the CEO’s
prior written consent. The Employee shall notify the Company immediately of any event or circumstance which may hinder the performance
of her obligations hereunder or result in the Employee having a conflict of interest with her position as Chief Development Officer.



 


		1.4.	The Employee acknowledges that the Company’s facilities are located in Carmiel.



 


		1.5.	It is agreed between the Parties that the position that Employee holds within the Company is a
management position, which demands a special level of loyalty and accordingly the Work Hours and Rest Law (1951) shall not
apply to Employee’s employment by the Company and this Agreement. The Employee further acknowledges and agrees that her duties
and responsibilities may entail irregular work hours and extensive traveling in Israel and abroad, for which she is adequately
rewarded by the compensation provided in this Agreement. The Parties confirm that this is a personal services contract and that
the relationship between the Parties shall not be subject to any general or special collective bargaining agreement or any custom
or practice of the Company in respect of any of its other employees or contractors.



 






    	 	 	 



     


    

 


		2.	Salary and Employee Benefits.



 


In full consideration
of Employee’s employment hereunder, commencing as of the Effective Date (unless otherwise expressly provided in this Section
2), the Employee shall be entitled to the following payments and benefits, it being understood and agreed that any Salary-based
benefits shall be calculated exclusively on the basis of the base Salary (without consideration to any other benefit):


 


		2.1.	Salary. Effective as of the Commencement Date, Employee’s gross salary shall be increased
to NIS 80,000 per month (the “Salary”). The Salary will be adjusted from time to time in accordance with the
Cost of Living Index (“Tosefet Yoker”) as may be required by law. The Salary shall be payable monthly in arrears, and
shall be paid to the Employee in accordance with the Company’s policy.



 


		2.2.	Bonus.



 


2.2.1       Employee
shall be entitled to the following cash bonuses upon the successful achievement of the milestones set forth opposite the bonus
amounts:


 


	Amount	Milestone
	 	 
	$100,000	Payable for milestones achieved during calendar year 2019.
	$100,000	Submission of a biologics license application (BLA) with the FDA for PRX-102 under the FDA’s Accelerated Approval pathway.
	$100,000	The FDA’s grant of Accelerated Approval of PRX-102, which shall be payable if and when the Company receives the
    applicable cash milestone payment for the same achievement from Chiesi Farmaceutici S.p.A. (“Chiesi”).
	$200,000	Approval of PRX-102 with a label indicating superiority in either the United States or the European Union. This bonus
    shall be payable only once and only if and when the Company receives the applicable cash milestone payment for the same
    achievement from Chiesi.


 


2.2.2.       The
Board shall be entitled to grant, at any time, and notwithstanding the foregoing, a discretionary cash or equity bonus to the Employee,
based on significant achievements.


 


2.2.3       Without
derogating the foregoing, in the event of Triggered COC (as defined below), Employee shall be entitled to receive a one-time cash
bonus in the amount of $400,000 (the “COC
Bonus”); provided, however,
that (i) the COC Bonus is inclusive of any termination notice and other applicable amounts stipulated under this agreement; and
(ii) the COC Bonus is inclusive of any milestone achieved following the consummation of such change of control.


 


For
the purpose hereof, Triggered COC shall mean: Change in ownership or control of Protalix Inc. effected through the direct acquisition
by any person or related group of persons (other than an acquisition from or by Protalix Inc. or by a Protalix Inc.-sponsored
employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under common control with,
Protalix Inc.) of beneficial ownership (within the meaning of Rule 13d-3 of the U.S. Securities Exchange Act of 1934) of securities
possessing more than fifty percent (50%) of the total combined voting power of Protalix Inc.’s outstanding securities pursuant
to an agreement which was initiated by the Board of Directors of Protalix Inc. and was led by an investment bank on its behalf.


 


It
is agreed that the definition of Triggered COC is applicable only to this Agreement and not to the Plan (as defined below).


 


		2.3.	Options. Subject to the approval of Protalix Inc.’s Board of Directors or the Compensation
Committee thereof, the Employee shall be entitled to options to purchase shares of common stock of Protalix Inc., as follows:



 


An option
under Protalix Inc.’s 2006 Amended and Restated Stock Incentive Plan, as amended (the “Plan”) to
purchase 196,995 shares of common stock, par value US$0.001 per share, of Protalix Inc. (the “Option”),
shall be granted to the Employee pursuant to the terms of an Option Agreement, subject to the following terms and
conditions:


 






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(i) vesting
over a period of four (4) years on a quarterly basis, commencing on the date of grant;


 


(ii) vesting
of the Option will be accelerated in full upon a Corporate Transaction or a Change in Control, as those terms are defined in the
Plan;


 


(iii) the shares
underlying the Option will have an exercise price equal to the closing sales price of Protalix Inc. common stock on the NYSE American
for the trading day immediately preceding the date of grant; and


 


(iv) the Option
shall be granted to Employee pursuant to Section 102 of the Tax Ordinance, capital gain route, and the rules, regulations, orders
and procedures promulgated hereunder.


 


		2.4.	Indemnification; D&O Insurance. The Employee shall continue to be entitled to the same
indemnification terms and conditions granted to all other officers and directors of the Company and Protalix Inc. Each of Protalix
Inc. and the Company shall maintain Directors’ and Officers’ insurance policy or policies, providing coverage that
is no less favorable for Employee than the coverage then being provided to any other present or former executive officer or director
of the Company or Protalix Inc. that shall apply to the other executive officers and directors of the Company.



 


		2.5.	Managers Insurance Policy (“Bituach Menahalim”) and/or Pension Fund (“Keren
Pensya”). According to the Employee’s choice, the Company shall effect a Manager’s Insurance Policy or Pension
Fund or a combination thereof, (the “Policy”) in the name of the Employee, and shall pay a sum of 8.33% of the
Salary for severance pay. The Company shall deduct 6% from the Salary to be paid as benefits (Tagmulim) on behalf of the Employee
towards such Policy. The Company’s contribution for the Policy shall be 6.5% of the Salary as employer’s share for
benefits (Tagmulim).



 


In the event
that the Employee shall elect to be insured in a Manager’s Insurance Policy or a provident fund which is not a Pension Fund
- the Company’s contributions for benefits (Tagmulim) shall include payment for disability insurance in an amount which will
ensure 75% of the Salary, provided, however, that in any event the contributions of the Company for benefits shall
be equal to at least 5% of the Salary, and the total cost of the Company for disability insurance and benefits shall not exceed
7.5% of the Salary.


 


The Parties
hereby declare and agree that the pension arrangement in accordance with this clause constitutes a “beneficial arrangement”
for the purpose of the Extension Order (Combined Version) for Mandatory Pension under the Collective Agreements Law, 5717-1957
(the “Pension Extension Order”), and the Company shall not be under any obligation to provide any pension arrangement
as provided in the Pension Extension Order other than as provided in this Section.


 


Without derogating
from the generality of the aforesaid, all payments made by the Company to the Policy shall be in lieu of severance pay due to the
Employee or her heirs from the Company, and the Company shall not have any additional or other obligations to pay the Employee
severance payments, and the Employee hereby consents to this arrangement in accordance with Section 14 of the Severance Pay Law
5723-1963 and the “General Approval Regarding Payments by Employers to a Pension Fund and Insurance Fund in Lieu of Severance
Pay” (the “General Approval”), a copy of which is attached to this Agreement as Exhibit A,
and the provisions of the General Approval shall apply to the Employee and this Agreement.


 


For avoidance
of doubt, as of the date indicated herein, the General Approval has not yet been updated to reflect the percentages of contributions/deductions
indicated above. In the event of discrepancy between the updated General Approval and the percentages stated herein, the updated
General Approval shall prevail.


 


The Company
hereby waives any entitlement and/or right for reimbursement with respect to the severance compensation and acknowledges, that
upon termination of the Employee’s employment in the Company, including inter alia, in the event of the Employee’s
resignation, the Company shall release the severance compensation and shall transfer the severance compensation to the Employee,
except in the event that: (i) the Company has terminated the Employee’s employment due to circumstances under which her entitlement
for severance payment is denied pursuant to Articles 16 or 17 of the Severance Law; or (ii) the Employee has already withdrawn
funds from the Policy and not because of “EIROA MEZAKE” according to Section 2(b) of the General Approval.


 






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		2.6.	Vocational Studies. The
Company shall keep open and continue to maintain a “Keren Hishtalmut” Fund for the benefit of the Employee (the “Fund”).
The Company shall contribute to such Fund an amount equal to 7-1/2% of the Salary and the Employee shall contribute to the Fund
an amount equal to 2-1/2% of the Salary. The Employee hereby instructs the Company to transfer to the Fund Employee’s contribution
from the Salary.



 


		2.7.	Vacation. The Employee shall be entitled to annual paid vacation of 29 working days. Subject
to applicable law, up to two (2) years’ equivalent of vacation days may be accumulated and may, at the Employee’s option
at the end of the employment period, be converted into cash payments in an amount equal to the proportionate part of the Salary
for such days.



 


Employee shall
coordinate in advance with the CEO the dates of the vacation hereunder.


 


		2.8.	Sick Leave. The Employee shall be entitled to fully paid sick leave pursuant to the Sick
Pay Law (1976).



 


		2.9.	Annual Recreation Allowance (Dme’i Havra’a). The Employee shall be entitled
to annual recreation allowance according to applicable law.



 


		2.10.	Company Car.



 


2.10.1.       The
Company shall provide the Employee with a Company car (the “Company Car”),
at Employee’s discretion, from
the category of cars provided by the Company to its officers of the same level as the Employee. The Company Car shall be placed
with the Employee for her business and personal use. Employee shall take good care of the Company Car and ensure that the provisions
of the insurance policy and the Company’s rules relating to the Company Car are
strictly, lawfully and carefully observed.


 


2.10.2.       Subject
to applicable law, the Company shall bear all fixed and ongoing expenses relating to the Company Car and to the use and maintenance
thereof, excluding expenses incurred in connection with any violations of law, which shall be paid solely by Employee. The Company
shall gross up any and all taxes applicable to the Employee in connection with said Company Car and the use thereof, in accordance
with income tax regulations applicable thereto.


 


2.10.3.       Upon
the termination of employment hereunder, the Employee shall return the Company Car (together with its keys and any other
equipment supplied and/or installed therein by the Company and any documents relating to the Company Car) to the
Company’s principal office. Employee shall have no rights of lien with
respect to the Company Car and/or any of said equipment and documents.


 


		2.11.	Telephone.
                                         The Company shall furnish, for the use of the Employee, a cellular telephone (the “Company
                                         Phone”), and shall bear all the costs and expenses associated with the use
                                         of the Company Phone. The Company will bear the tax applicable to the use of the Company
                                         Phone by the Employee, according to applicable law. All such costs, expenses and tax
                                         payments borne and payable by the Company pursuant to this Section 2.11 are in addition
                                         to the Salary. Upon the termination of employment hereunder, the Employee shall be entitled
                                         to keep her phone number. The provisions of Section 2.10.3. above shall apply to the
                                         Company Phone, mutatis mutandis.



 


		2.12.	Certain
                                         Reimbursements. The Employee shall be entitled to full reimbursement from
                                         the Company for reasonable expenses incurred during the performance of her duties hereunder
                                         up to a limit of NIS 1,500 per month, subject to submission of substantiating documents,
                                         according to the Company’s policy.



 


		2.13.	Taxes. The Employee will bear any tax applicable on the payment or grant of any of the above
Salary and/or benefits, except as stated otherwise in this Agreement, according to the then applicable law. The Company shall be
entitled to and shall deduct and withhold from any amount or benefit payable to the Employee, any and all taxes, withholdings or
other payments as required under any applicable law.



 


		3.	Confidentiality



 


		3.3.	The Employee hereby agrees that she shall not, directly or indirectly, disclose or use at any time
any trade secrets or other confidential information of any type or nature, whether patentable or not, of the Company, its subsidiaries
or affiliates now or hereafter existing, including but not limited to, any (i) processes, formulas, trade secrets, copyrights,
innovations, inventions, discoveries, improvements, research or development and test results, specifications, data, patents, patent
applications and know-how of any type or nature; (ii) marketing plans, business plans, strategies, forecasts, financial information,
budgets, projections, product plans and pricing; (iii) personnel information, salary, and qualifications of employees; (iv) agreements,
customer and supplier information, including identities and product sales forecasts; and (v) any other information of a confidential
or proprietary nature (collectively, “Confidential Information”), of which the Employee is or becomes informed
or aware during the employment, whether or not developed by the Employee, it being agreed that for purposes of this Section 3.1,
the term Confidential Information shall not include information that has entered into the public domain through no wrongful act
by Employee or that was known to or developed by the Employee prior to being disclosed to the Employee by the Company. Upon termination
of this Agreement, or at any other time upon request of the Company, the Employee shall promptly deliver to the Company all physical
and electronic copies and other embodiments of Confidential Information and all memoranda, notes, notebooks, records, reports,
manuals, drawings, blueprints and any other documents or things belonging to the Company, and all copies thereof, in all cases,
which are in the possession or under the control of the Employee.



 






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		3.4.	Employee hereby acknowledges and that all Confidential Information and any other rights in connection
therewith are and shall at all times remain the sole property of the Company.



 


		4.	Non-Competition and Non-Solicitation



 


		4.5	The Employee agrees and undertakes that she will not, for so long as this Agreement is in effect
and for a period of one (1) year thereafter (the “Non-Competition Period”), compete or to assist others to compete,
whether directly or indirectly, with the business of the Company, as conducted prior to the date the Employee ceases to be employed
by the Company.



 


		4.6	The Employee further agrees and undertakes that during the Non-Competition Period, she will not
directly or indirectly solicit any business which is similar to the Company’s business from individuals or entities that
are customers, suppliers or contractors of the Company, any of its subsidiaries or affiliates, without the prior written consent
of the CEO.



 


		4.7	The Employee further agrees and undertakes that during the Non-Competition Period, without the
prior written consent of the CEO, she will not offer to employ, in any way directly or indirectly solicit or seek to obtain or
achieve the employment by any business or entity of, employ, any person employed by either the Company, its subsidiaries, affiliates,
or any successors or assigns thereof.



 


		4.8	The Parties hereto agree that the duration and area for which the covenants set forth in this Section
4 are to be effective are necessary to protect the legitimate interests of the Company and its development efforts and accordingly
are reasonable, in terms of their geographical and temporal scope. In the event that any court determines that the time period
and/or area are unreasonable and that such covenants are to that extent unenforceable, the Parties hereto agree that such covenants
shall remain in full force and effect for the greatest period of time and in the greatest geographical area that would not render
them unenforceable. In addition, the Employee acknowledges and agrees that a breach of Sections 3, 4 or 5 hereof, may cause irreparable
harm to the Company, its subsidiaries, and/or affiliates and that the Company shall be entitled to specific performance of this
Agreement or an injunction without proof of special damages, together with the costs and reasonable attorney’s fees and disbursements
incurred by the Company in enforcing its rights under Sections 3, 4 or 5. The Employee acknowledges that the compensation and benefits
she receives hereunder are paid, inter alia, as consideration for her undertakings contained in Sections 3, 4 and 5.



 


		5.	Creations and Inventions 



 


		5.4.	The Employee acknowledges and agrees that all right, title and interest (including patent rights,
copyrights, trade secret rights, mask work rights, trademark rights and all other intellectual property rights of any type) throughout
the world relating to any and all Inventions (as defined below), shall be the sole and exclusive property of the Company and shall
be deemed “works made for hire.” The Inventions are to be promptly reported to the Company but otherwise maintained
in strict confidence by the Employee. The Employee hereby assigns to the Company all Inventions and any and all related patents
and patent rights, copyrights, trade secret rights, mask work rights, trademark rights and all other intellectual property rights
of any type and applications therefor, and appoints any officer of the Company as its duly authorized agent to execute, file, prosecute
and protect the same before any government agency, court or authority. Without limiting the foregoing, the Employee agrees to cooperate
fully with the Company and its nominees, at the Company’s expense, to obtain patents or register copyrights, trademarks or
other industrial and intellectual property rights in any and all countries for the Inventions, and to execute all papers for use
in applying for and obtaining such protection thereon as the Company may desire, together with assignments thereof to confirm the
Company’s ownership thereof.



 






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		5.5.	Without limiting the foregoing, “Inventions” any and all inventions (whether
or not patentable), data, works of authorship, mask works, works, discoveries, designations, designs, know-how, technology, ideas,
information and improvements shall include any and all intellectual property, including without limitation, ideas, inventions,
processes, formulas, source and object codes, data, information, programs, know how, improvements, discoveries, designations, designs,
techniques, trade secrets, technology, patents and patents applications, copyrights, works of authorship, mask works and any other
intellectual property rights throughout the world, generated, produced, reduced to practice, or developed by Employee in connection
with her employment by the Company, developed using equipment, supplies, facilities or Confidential Information of the Company,
or related to the field of business of the Company, or to current or anticipated research and development efforts of the Company.



 


		5.6.	The Company’s rights under this Section 5 shall be worldwide, and shall apply to any such
Invention notwithstanding that it is perfected or reduced to specific form after the Employee has ceased her services hereunder.



 


		6.	Term and Termination.



 


		6.7.	This Agreement shall be in effect commencing as of the Effective Date and shall continue in full
force and effect for an undefined period, unless and until terminated as follows: if by the Company, by one hundred eighty (180)
days prior written notice to the Employee, and if by the Employee, by ninety (90) days prior written notice to the Company. Each
of such prior notice periods shall be referred to as the “Notice Period”, as applicable.



 


		6.8.	Notwithstanding anything to the contrary herein, the Company may terminate this Agreement in the
event of the inability of the Employee to perform her duties hereunder, whether by reason of injury (mental or physical), illness
or otherwise, incapacitating the Employee for a period exceeding ninety (90) days.



 


		6.9.	Notwithstanding anything to the contrary herein, the Company may terminate this Agreement at any
time, effective immediately and without need for prior written notice, and without derogating from any other remedy to which the
Company may be entitled, for Cause.



 


For the purposes
of this Agreement, the term “Cause” shall mean: (i) a material breach by Employee of this Agreement, provided
such event is not cured within thirty (30) days after receipt by the Employee of a written notice from the Company; (ii) any breach
by Employee of her fiduciary duties or duties of care to the Company; (iii) Employee’s dishonesty or fraud or felonious conviction;
(iv) Employee’s embezzlement of funds of the Company; (v) any conduct by Employee, alone or together with others, which is
intent to cause materially injurious to the Company, monetary or otherwise; (vi) Employee’s gross negligence or willful misconduct
in performance of her duties and/or responsibilities hereunder; (vii) Employee’s disregard or insubordination of any lawful
resolution and/or instruction of the CEO with respect to Employee’s duties and/or responsibilities towards the Company, provided
such event is not cured within thirty (30) days after receipt by the Employee of a written notice from the Company; (viii) the
occurrence of an event or circumstance which result in the Employee having a conflict of interest with her position with the Company,
without Employee having notified the Company thereof, as provided herein; (ix) any breach by Employee of her confidentiality undertakings
to the Company; or (x) any consequences which would entitle the Company to terminate Employee’s employment without severance
payments under the Severance Pay Law.


 


		6.10.	The Employee shall cooperate with the Company and assist the integration into the Company’s
organization of the person or persons who will assume the Employee’s responsibilities, pursuant to Company’s instructions.
At the option of the Company, the Employee shall, during any Notice Period, either continue with her duties or remain absent from
the premises of the Company, subject to applicable law; provided, that Employee shall be entitled to all payments and other
benefits due to her hereunder. At any time during the Notice Period, the Company may elect to terminate this Agreement and the
relationship with the Employee immediately; provided, that Employee shall be entitled to all payments and other benefits
due to her hereunder as she would have been entitled to receive for the remaining period of the Notice Period. For purposes of
clarification, and notwithstanding anything to the contrary herein, in the Plan or in any Option Agreement, the Employee shall
be deemed to be in Continuous Service (as such term is defined in the Plan) to the Company under the Plan as if she was actually
employed until the end of any applicable Notice Period regardless of whether the Company decides to terminate this Agreement prior
to the end of such period.



 






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		6.11.	Upon termination of Employee’s employment with the Company hereunder, for any reason whatsoever,
the Company shall have no further obligation or liability towards the Employee in connection with her employment as aforesaid.
The Company may set-off any outstanding amounts due to it by Employee against any payment due by the Company to the Employee, subject
to applicable law. Without limiting the generality of the foregoing, in the event that Employee fails to comply with her prior
notice or other obligations hereunder or under applicable law, the Company shall be entitled to set-off any amount to which Employee
would have been entitled during the Notice Period, from any payment due by the Company to the Employee, all without prejudice to
any other remedy to which the Company may be entitled pursuant to this Agreement or applicable law.



 


		6.12.	The provisions of Sections 2.10.3, last sentence of Sections 2.11 and 2.13, 3, 4, 5, 6.4 (as applicable),
6.5, 6.6, 7 and the applicable provisions of Section 8 shall survive the termination or expiration of this Agreement for any reason
whatsoever.



 


		7.	Notices. 



 


		7.3	Any and all notices and communications in connection with this
Agreement shall be in writing, addressed to the parties as follows:



 


	If to the Company:
	 
	
        Protalix Ltd.

        2 Snunit Street, P.O. Box 455, Carmiel
        2161401, Israel

        Attn: CEO

	 
	It to the Employee, in accordance with the Employee’s contact information provided in Employee’s employment file.



 

		7.4	All notices shall be given by registered mail (postage prepaid),
by facsimile or email or otherwise delivered by hand or by messenger to the Parties’ respective addresses as above or such
other address as may be designated by notice. Any notice sent in accordance with this Section 7 shall be deemed received upon the
earlier of: (i) if sent by facsimile or email, upon transmission and electronic confirmation of transmission or (if transmitted
and received on a non-business day) on the first business day following transmission and electronic confirmation of transmission;
(ii) if sent by registered mail, upon three (3) days of mailing; (iii) if sent by messenger, upon delivery; and (iv) the actual
receipt thereof.



 


		8.	Miscellaneous.



 


		8.8	Headings; Interpretation. Section and Subsection headings contained herein are for reference
and convenience purposes only and shall not in any way be used for the interpretation of this Agreement.



 


		8.9	Entire Agreement. This Agreement constitutes the entire agreement between the Parties with
respect to the subject matters hereof and cancels and supersedes all prior agreements, understandings and arrangements, oral or
written, between the Parties with respect to such subject matters.



 


		8.10	Amendment; Waiver. No provision of this Agreement may be modified or amended unless such
modification or amendment is agreed to in writing and signed by the Employee and the Company. The observance of any term hereof
may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent
of the Party against which/whom such waiver is sought. No waiver by either Party at any time to act with respect to any breach
or default by the other Party of, or compliance with, any condition or provision of this Agreement to be performed by such other
Party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.



 


		8.11	Governing Law; Dispute Resolution. This Agreement shall be governed by and construed in
accordance with the laws of the State of Israel. Any dispute arising out of or relating to this Agreement shall be resolved by
a single arbitrator to be appointed by the Parties, or in the event the Parties fail to agree on the identity of the arbitrator
within ten (10) days of a Party’s request to appoint same, the arbitrator shall be appointed by the Chairman of the Israeli
Bar Association.



 






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Arbitration
proceedings shall be conducted for no longer than forty-five (45) days. The proceedings shall be conducted in Hebrew and according
to the rules of substantive law. The arbitrator will not be bound by rules of evidence or procedure and will give a reasoned decision,
in writing. The arbitrator’s decision shall be final and binding in any court. Unless otherwise determined by the arbitrator,
each party to the proceedings shall bear its own expenses and the arbitrator’s fees and expenses shall be borne in equal
parts by the parties to the proceedings.


 


This Section
shall constitute an arbitration agreement between the Parties.


 


		8.12	Severability. The provisions of this Agreement shall be deemed severable and the invalidity
or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any part
of this Agreement is determined to be invalid, illegal or unenforceable, such determination shall not affect the validity, legality
or enforceability of any other part of this Agreement; and the remaining parts shall be enforced as if such invalid, illegal, or
unenforceable part were not contained herein; provided, however, that in such event this Agreement shall be interpreted
so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the
excluded provision as determined by such court of competent jurisdiction.



 


		8.13	Assignment. Neither this Agreement nor any of the Employee’s rights, privileges, or
obligations set forth in, arising under, or created by this Agreement may be assigned or transferred by the Employee without the
prior consent in writing of the Company. The Company shall be entitled to assign its rights and obligations hereunder to any entity
acquiring a material part of its assets or to a subsidiary or affiliate thereof (as such terms are defined in the Israeli Securities
Law-1968).



 






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[Signature Page to Protalix Ltd. Employment
Agreement]


 


IN WITNESS WHEREOF, the Parties hereto have executed this Employment
Agreement as of the date first above-mentioned.


 


 





	/s/ Dror Bashan	 	/s/ Einat Brill Almon
	PROTALIX LTD.	 	Einat BRILL ALMON, PH.D.
	 	 	 
	By:	 Dror Bashan	 	 
	 	President and Chief Executive
        Officer	 	 
	 	 	 
	 	 	 


 






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Exhibit A


 


GENERAL APPROVAL REGARDING PAYMENTS
BY EMPLOYERS TO A PENSION FUND AND INSURANCE FUND IN LIEU OF SEVERANCE PAY


 


By virtue of my power under Section 14 of the Severance Pay
Law, 5723-1963 (hereinafter, the “Law”), I certify that payments made by an employer beginning on the date this
authorization is publicized, for its employee, towards a comprehensive pension in a provident fund for benefit payments, which
is not an insurance fund as implied in the Income Tax Regulations (Rules for Approving and Managing Provident Funds) 5724-1964
(hereinafter, a “Pension Fund”), or towards Managers’ Insurance that includes an option for benefit payments
(hereinafter, an “Insurance Fund), or a combination of payments towards a Pension Fund and an Insurance Fund (hereinafter,
 “Employer Payments), shall be in lieu of the severance pay to which the said employee is entitled for the wages of
which the said payments were made and for the period for which they were paid (hereinafter, the “Exempted Salary”),
provided the following conditions shall be met:


 


		(1)	Employer Payments -



 


(a)       To a
Pension Fund are not less than 14.33% of the Exempted Salary or 12% of the Exempted Salary if the employer pays for his employee,
in addition to this, supplementary severance payments towards a Severance Pay Fund or an Insurance Fund in the name of the employee,
at a rate of 2.33% of the Exempted Salary. If the employer does not pay the said 2.33% in addition to the 12%, its payments shall
be only in lieu of 72% of the employee’s severance pay;


 


(b)       To an
Insurance Fund are not less than one of the following:


 


(1)       131/3%
of the Exempted Salary, if the employer pays for its employee payments for additional monthly salary support in case of employee’s
inability to work, through a plan approved by the Supervisor for Capital Markets, Insurance and Savings in the Ministry of Finance,
at a rate necessary to guarantee at least 75% of the Exempted Salary, or at a rate of 21/2% of the Exempted
Salary, whichever is lower (hereinafter, “Disability Insurance”);


 


(2)       11% of
the Exempted salary, if the employer paid an additional payment for the Disability Insurance, and in such case the employer’s
payments shall be only in lieu of 72% of the employee’s severance pay. If, in addition to such payments, the employer has
also paid payments for the supplement of severance pay to a Severance Pay Fund or an Insurance Fund under the name of the employee
at a rate of 21/3% of the Exempted Salary, the employer’s payments shall be in lieu of 100% of the
employee’s severance pay.


 


(2)           Not later than three months from the commencement of the employer’s payments a written agreement shall be prepared between
the employer and the employee, which shall include:


 


(a)       The
employee’s agreement to an arrangement in accordance with this authorization, in wording that specifies the employer’s
payments and the Pension Fund and the Insurance Fund, as relevant. The said agreement shall also include the wording of this approval;


 


(b)       The
employer’s prior waiver of any right it may have to a financial reimbursement for all or part of its payments, unless the
employee’s right to severance pay has been rescinded by a Judicial decree by virtue of Sections 16 or 17 of the Law, or
that the employee withdrew funds from the Pension Fund or from the Insurance Fund not for a qualifying incident. In this regard,
a “qualifying incident” means death, disability or retirement at the age of 60 or older.


 


(3)          
This authorization shall not derogate from the employee’s right to severance pay under the Law, collective agreement, expansion
order or employment contract, for wages exceeding the Exempted salary.


 


 


	Eliyahu Yishai
	Minister of Labor and Welfare