ORAMED
      PHARMACEUTICALS INC. 

     

    2008
      STOCK INCENTIVE PLAN 

     

    1. Purposes
      of the Plan.
      The
      purposes of this Plan are to attract and retain the best available personnel,
      to
      provide additional incentives to Employees, Directors and Consultants and to
      promote the success of the Company’s business. 

     

    2. Definitions.
      The
      following definitions shall apply as used herein and in the individual Award
      Agreements except as defined otherwise in an individual Award Agreement. In
      the
      event a term is separately defined in an individual Award Agreement, such
      definition shall supersede the definition contained in this Section 2.


     

    (a) “3(i)
      Option”
means
      an Award (other than Restricted Stock) granted under Section 3(i). 

     

    (b) “102
      Option”
means
      an Award (other than a SAR, a RSU, or any other Award settled in cash) granted
      under Section 102. 

     

    (c) “Administrator”
means
      the Board or any of the Committees appointed to administer the Plan.


     

    (d) “Affiliate”
and
      “Associate”
shall
      have the respective meanings ascribed to such terms in Rule 1 2b-2 promulgated
      under the Exchange Act. 

     

    (e) “Applicable
      Laws”
means
      the legal requirements relating to the Plan and the Awards under applicable
      provisions of U.S. federal securities laws, state corporate and securities
      laws,
      the Code, U.S. state and local tax laws, the rules of any applicable stock
      exchange or national market system, applicable laws of Israel, and the rules
      of
      any non-U.S. jurisdiction applicable to Awards granted to residents therein.
      

     

    (f) “Award”
means
      the grant of an Option, SAR, Restricted Stock, Restricted Stock Unit or other
      right or benefit under the Plan. 

     

    (g) “Award
      Agreement”
means
      the written agreement evidencing the grant of an Award executed by the Company
      and the Grantee, including any amendments thereto. 

     

    (h) “Board”
means
      the Board of Directors of the Company. 

     

    (i) “Cause”
means,
      with respect to the termination by the Company or a Related Entity of the
      Grantee’s Continuous Service, that such termination is for “Cause” as such term
      (or word of like import) is expressly defined in a then-effective written
      agreement between the Grantee and the Company or such Related Entity, or, in
      the
      absence of such then- effective written agreement and definition, in the
      determination of the Administrator, the Grantee’s:
      (i)
      conviction of any felony involving moral turpitude or affecting the Corporation;
      (ii) any refusal to carry out a reasonable directive of the chief executive
      officer, the Board or the Grantee’s direct supervisor, which involves the
      business of the Company or a Related Entity and was capable of being lawfully
      performed; (iii) embezzlement of funds of the Company or a Related Entity;
      (iv)
      any breach of the Grantee’s fiduciary duties or duties of care of the Company;
      including without limitation disclosure of confidential information of the
      Company; and (v) any conduct (other than conduct in good faith) reasonably
      determined by the Board to be materially detrimental to the Company.


     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (j) “Change
      in Control”
      means
      the sale or disposition, in one or a series of related transactions, of all
      or
      substantially all of the assets, or stock, or over 50% of the voting stock
      to
      any “person” or “group” (as such terms are defined in Sections 13(d)(3) and
      14(d)(2) of the Exchange Act), or any person or group is or becomes the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Act), directly
      or indirectly, of more than 50% of the total voting power of the voting stock
      of
      the Company, including by way of merger, consolidation or otherwise

     

    (k)
       “Code”
means
      the Internal Revenue Code of 1986, as amended. 

     

    (l) “Committee”
means
      any committee composed of members of the Board appointed by the Board to
      administer the Plan.

     

    (m) “Common
      Stock”
means
      the common stock of the Company.

     

    (n) “Company”
means
      Oramed Pharmaceuticals Inc., a Nevada corporation, or any successor entity
      that
      adopts the Plan in connection with a merger, consolidation or similar
      transaction.

     

    (o) “Consultant”
means
      any person (other than an Employee or a Director, solely with respect to
      rendering services in such person’s capacity as a Director) who is engaged by
      the Company or any Related Entity to render consulting or advisory services
      to
      the Company or such Related Entity. 

     

    (p) “Continuing
      Directors”
means
      members of the Board who either (i) have been Board members continuously for
      a
      period of at least twelve (12) months or (ii) have been Board members for less
      than twelve (12) months and were elected or nominated for election as Board
      members by at least a majority of the Board members described in clause (i)
      who
      were still in office at the time such election or nomination was approved by
      the
      Board. 

     

    (q) “Continuous
      Service”
means
      that the provision of services to the Company or a Related Entity in any
      capacity of Employee, Director or Consultant is not interrupted or terminated.
      In jurisdictions requiring notice in advance of an effective termination as
      an
      Employee, Director or Consultant, Continuous Service shall be deemed terminated
      upon the actual cessation of providing services to the Company or a Related
      Entity notwithstanding any required notice period that must be fulfilled before
      a termination as an Employee, Director or Consultant can be effective under
      Applicable Laws, unless otherwise affirmatively required under Applicable Laws.
      A Grantee’s Continuous Service shall be deemed to have terminated either upon an
      actual termination of Continuous Service or upon the entity for which the
      Grantee provides services ceasing to be a Related Entity. Continuous Service
      shall not be considered interrupted in the case of (i) any approved leave of
      absence, (ii) transfers among the Company, any Related Entity, or any successor,
      in any capacity of Employee, Director or Consultant, or (iii) any change in
      status as long as the individual remains in the service of the Company or a
      Related Entity in any capacity of Employee, Director or Consultant (except
      as
      otherwise provided in the Award Agreement). An approved leave of absence shall
      include sick leave, military leave, or any other authorized personal leave.
      For
      purposes of each Incentive Stock Option granted under the Plan, if such leave
      exceeds three (3) months, and reemployment upon expiration of such leave is
      not
      guaranteed by statute or contract, then the Incentive Stock Option shall be
      treated as a Non-Qualified Stock Option on the day three (3) months and one
      (1)
      day following the expiration of such three (3) month period. 

     

    
      
         

      

      
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    (r) “Covered
      Employee”
means
      an Employee who is a “covered employee” under Section 162(m)(3) of the Code.


     

    (s) “Director”
means
      a
      member of the Board or the board of directors of any Related Entity.


     

    (t) “Disability”
means
      as defined under the long-term disability policy of the Company or the Related
      Entity to which the Grantee provides services regardless of whether the Grantee
      is covered by such policy. If the Company or the Related Entity to which the
      Grantee provides service does not have a long-term disability plan in place,
      “Disability”
means
      that a Grantee is unable to carry out the responsibilities and functions of
      the
      position held by the Grantee by reason of any medically determinable physical
      or
      mental impairment for a period of not less than ninety (90)
      consecutive
      days. A
      Grantee will not be considered to have incurred a Disability unless he or she
      furnishes proof of such impairment sufficient to satisfy the Administrator
      in
      its discretion. 

     

    (u) “Employee”
means
      any person, including an Officer or Director, who is in the employ of the
      Company or any Related Entity, subject to the control and direction of the
      Company or any Related Entity as to both the work to be performed and the manner
      and method of performance. The payment of a director’s fee by the Company or a
      Related Entity shall not be sufficient to constitute “employment” by the
      Company. 

     

    (v) “Exchange
      Act”
means
      the U.S. Securities Exchange Act of 1934, as amended. 

     

    (w) “Fair
      Market Value”
means,
      as of any date, the value of Common Stock determined as follows: 

     

    (i) If
      the
      Common Stock is listed on one or more established stock exchanges or a national
      market system, including without limitation the American Stock Exchange and
      Nasdaq, the Fair Market Value shall be the closing sales price for such stock
      (or the closing bid, if no sales were reported) as quoted on the principal
      exchange or system on which the Common Stock is listed (as determined by the
      Administrator) on the date of determination (or, if no closing sales price
      or
      closing bid was reported on that date, as applicable, on the last trading date
      such closing sales price or closing bid was reported), as reported in The Wall
      Street Journal or such other source as the Administrator deems reliable;


     

    (ii) If
      the
      Common Stock is regularly quoted on an automated quotation system (including
      the
      OTC Bulletin Board) or by a recognized securities dealer, its Fair Market Value
      shall be the closing sales price for such stock as quoted on such system or
      by
      such securities dealer on the date of determination, but if selling prices
      are
      not reported, the Fair Market Value of a share of Common Stock shall be the
      mean
      between the high bid and low asked prices for the Common Stock on the date
      of
      determination (or, if no such prices were reported on that date, on the last
      date such prices were reported), as reported in The Wall Street Journal or
      such
      other source as the Administrator deems reliable; or 

     

    
      
         

      

      
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    (iii) In
      the
      absence of an established market for the Common Stock of the type described
      in
      (i) and (ii), above, the Fair Market Value thereof shall be determined by the
      Administrator in good faith. 

     

    (x) “Grantee”
means
      an Employee, Director or Consultant who receives an Award under the Plan.


     

    (y) “Incentive
      Stock Option”
means
      an Option intended to qualify as an incentive stock option within the meaning
      of
      Section 422 of the Code. 

     

    (z) “Israeli
      Employee”
means
      Employees, office holders of the Company or a Related Company (“Nosei Misra” —
as such term is defined in the Israeli Companies Law 1999) and Directors
      (excluding those who are considered a “Controlling Shareholder” pursuant to
      Section 32(9) of the Tax Ordinance or otherwise excluded by the Tax Ordinance).
      

     

    (aa) “Israeli
      Grantee”
means
      Grantees who are residents of the State of Israel or those who are deemed to
      be
      residents of the State of Israel for the payment of tax (whether such grantee
      is
      entitled to the tax benefits under Section 102 or not). 

     

    (bb) “ITA”
means
      Israeli Tax Authorities. 

     

    (cc) “Non-Employee”
means
      Consultants or any other person who is not an Israeli Employee. 

     

    (dd) “Non-qualified
      Stock Option”
means
      an Option not intended to qualify as an Incentive Stock Option. 

     

    (ee) “Non-Trustee
      102 Option”
shall
      mean a 102 Option granted pursuant to Section 102(c) of the Tax Ordinance and
      not held in trust by the Trustee. 

     

    (ff) “Officer”
means
      a
      person who is an officer of the Company or a Related Entity within the meaning
      of Section 16 of the Exchange Act and the rules and regulations promulgated
      thereunder. 

     

    (gg) “Option”
means
      an option to purchase Shares pursuant to an Award Agreement granted under the
      Plan. 

     

    (hh) “Parent”
means
      a
“parent
      corporation,”
      whether now or hereafter existing, as defined in Section 424(e) of the Code.
      

     

    
      
         

      

      
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    (ii) “Performance-Based
      Compensation”
means
      compensation qualifying as “performance-based compensation” under Section 162(m)
      of the Code. 

     

    (jj) “Plan”
means
      this 2008 Stock Incentive Plan. 

     

    (kk) “Related
      Entity”
means
      any Parent or Subsidiary of the Company. With respect to Israeli Grantees of
      102
      Options, the definition shall further include any entity permitted under Section
      102 (a) of the Tax Ordinance. 

     

    (ll) “Restricted
      Stock”
means
      Shares issued under the Plan to the Grantee for such consideration, if any,
      and
      subject to such restrictions on transfer, rights of first refusal, repurchase
      provisions, forfeiture provisions, and other terms and conditions as established
      by the Administrator. 

     

    (mm) “Restricted
      Stock Units”
means
      an Award which may be earned in whole or in part upon the passage of time or
      the
      attainment of performance criteria established by the Administrator and which
      may be settled for cash, Shares or other securities or a combination of cash,
      Shares or other securities as established by the Administrator.

     

    (nn) “Rule
      16b-3”
means
      Rule 16b-3 promulgated under the Exchange Act or any successor thereto.


     

    (oo) “SAR”
means
      a
      stock appreciation right entitling the Grantee to Shares or cash compensation,
      as established by the Administrator, measured by appreciation in the value
      of
      Common Stock.

     

    (pp) “Section
      3(i)”
means
      section 3(i) of the Tax Ordinance as may be amended from time to time.


     

    (qq) “Section
      102”
means
      Section 102 of the Tax Ordinance as may be amended from time to
      time.

     

    (rr) “Share”
means
      a
      share of the Common Stock. 

     

    (ss) “Subsidiary”
means
      a
“subsidiary corporation”, whether now or hereafter existing, as defined in
      Section 424(f) of the Code. 

     

    (tt) “Tax
      Ordinance”
means
      the Israeli Income Tax Ordinance [New Version], 1961 (including as amended
      pursuant to Amendment 132 thereto) and to the extent not specifically indicated
      hereunder also the rules, regulations and orders or procedures promulgated
      thereunder from time to time, as amended or replaced from time to time.


     

    (uu) “Trustee”
means
      any individual appointed by the Company to serve as trustee and approved by
      the
      ITA, in accordance with the provisions of Section 102(a) of the Tax Ordinance
      and the regulations promulgated thereunder. 

     

    (vv) “Trustee
      102 Option”
means
      a
      102 Option granted pursuant to Section 102(b) of the Tax Ordinance and held
      in
      trust by the Trustee for the benefit of an Israeli Grantee. 

     

    
      
         

      

      
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    3. Stock
      Subject to the Plan. 

     

    (a) Subject
      to the provisions of Section 10, below, the maximum aggregate number of Shares
      which may be issued pursuant to all Awards (including Incentive Stock Options)
      under the Plan is 8,000,000 Shares. The Shares to be issued pursuant to Awards
      may be authorized, but unissued, or reacquired Common Stock. 

     

    (b) Any
      Shares covered by an Award (or portion of an Award) which is forfeited, canceled
      or expires (whether voluntarily or involuntarily) shall be deemed not to have
      been issued for purposes of determining the maximum aggregate number of Shares
      which may be issued under the Plan. Shares that actually have been issued under
      the Plan pursuant to an Award shall not be returned to the Plan and shall not
      become available for future issuance under the Plan, except that if unvested
      Shares are forfeited, or repurchased by the Company at the lower of their
      original purchase price or their Fair Market Value at the time of repurchase,
      such Shares shall become available for future grant under the Plan. To the
      extent not prohibited by the listing requirements of the principal established
      stock exchange or national market system on which the Common Stock is traded
      and
      Applicable Law, any Shares covered by an Award which are surrendered (i) in
      payment of the Award exercise or purchase price (including pursuant to the
“net
      exercise” of an option pursuant to Section 7(b)(v)) or (ii) in satisfaction of
      tax withholding obligations incident to the exercise of an Award shall be deemed
      not to have been issued for purposes of determining the maximum number of Shares
      which may be issued pursuant to all Awards under the Plan, unless otherwise
      determined by the Administrator. 

     

    4. Administration
      of the Plan. 

     

    (a) Plan
      Administrator.
      

     

    (i) General.
      With
      respect to grants of Awards to Directors, Employees or Consultants, the Plan
      shall be administered by (A) the Board or (B) a Committee designated by the
      Board, which Committee shall be constituted in such a manner as to satisfy
      the
      Applicable Laws. With respect to grants to Directors or Officers, any such
      Committee shall also be constituted to permit such grants and related
      transactions to be exempt from Section 16(b) of the Exchange Act in accordance
      with Rule 16-3. Once appointed, such Committee shall continue to serve in its
      designated capacity until otherwise directed by the Board. Further, with respect
      to Consultants and Employees (who are neither Directors or Officers of the
      Company), the Board may authorize one or more Officers to grant Awards to such
      persons and may limit such authority as the Board determines from time


     

    (ii) Administration
      With Respect to Directors who are not Employees.
      Notwithstanding the above, with respect to grants of Awards to Directors who
      are
      not Employees, the Board shall have the exclusive power to select such Directors
      to participate in the Plan and to determine the number of Non-qualified Stock
      Options, SARs or shares of Restricted Stock or Restricted Stock Units or other
      benefits under the Plan to be so awarded. If the Board appoints a Committee
      to
      administer the Plan, it may delegate to the Committee administration of all
      other aspects of the Awards made to such Directors who are not Employees.


     

    
      
         

      

      
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    (iii) Administration
      With Respect to Covered Employees.
      Notwithstanding the foregoing, grants of Awards to any Covered Employee intended
      to qualify as Performance- Based Compensation shall be made only by a Committee
      (or subcommittee of a Committee) which is comprised solely of two or more
      Directors eligible to serve on a committee making Awards qualifying as
      Performance-Based Compensation. In the case of such Awards granted to Covered
      Employees, references to the “Administrator” or to a “Committee” shall be deemed
      to be references to such Committee or subcommittee. 

     

    (iv) Administration
      With Respect to Israeli Grantees.
      With
      respect to grants of Awards to Israeli Grantees, the Plan shall be administered
      by (A) the Board or (B) a Committee or one or more Officers designated by the
      Board, which Committee or Officers shall be constituted or appointed in such
      a
      manner as to satisfy the ITA and the Applicable Laws applicable to Awards for
      Israeli Grantees. Once appointed, such Committee or Officer shall continue
      to
      serve in its/his/her designated capacity until otherwise directed by the Board.
      

     

    (v) Administration
      Errors.
      In the
      event an Award is granted in a manner inconsistent with the provisions of this
      subsection (a), such Award shall be presumptively valid as of its grant date
      to
      the extent permitted by the Applicable Laws. 

     

    (b) Powers
      of the Administrator.
      Subject
      to Applicable Laws and the provisions of the Plan (including any other powers
      given to the Administrator hereunder), and except as otherwise provided by
      the
      Board, the Administrator shall have the authority, in its discretion:


     

    (i) to
      select
      the Employees, Directors and Consultants to whom Awards may be granted from
      time
      to time hereunder; 

     

    (ii) to
      determine whether and to what extent Awards are granted hereunder; 

     

    (iii) to
      determine the number of Shares or the amount of other consideration to be
      covered by each Award granted hereunder, the exercise price or purchase price
      of
      each Option or other Award, the duration of each Award and the times at which
      each Award shall become exercisable; 

     

    (iv) to
      approve forms of Award Agreements for use under the Plan; 

     

    (v) to
      determine the terms and conditions of any Award granted hereunder, including
      but
      not limited to: the exercise price, the time or times when Options may be
      exercised or other Awards vest (which may be based on performance criteria),
      any
      vesting acceleration or waiver of forfeiture restrictions, and any restriction
      or limitation regarding any Award or Shares related thereto, based in each
      case
      on such factors as the Administrator, in its sole discretion, shall determine;
      

     

    (vi) to
      amend
      the terms of any outstanding Award granted under the Plan, provided that any
      amendment that would adversely affect the Grantee’s rights under an outstanding
      Award shall not be made without the Grantee’s written consent, provided,
      however, that an amendment or modification that may cause an Incentive Stock
      Option to become a Non-Qualified Stock Option shall not be treated as adversely
      affecting the rights of the Grantee. The reduction of the exercise price of
      any
      Option awarded under the Plan and the base appreciation amount of any SAR
      awarded under the Plan shall not be subject to stockholder approval and
      canceling an Option or SAR at a time when its exercise price or base
      appreciation amount (as applicable) exceeds the Fair Market Value of the
      underlying Shares, in exchange for another Option, SAR, Restricted Stock, or
      other Award shall not be subject to stockholder approval and shall be at the
      discretion of the Administrator; 

     

    
      
         

      

      
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    (vii) to
      construe and interpret the terms of the Plan and Awards, including without
      limitation, any notice of award or Award Agreement, granted pursuant to the
      Plan; 

     

    (viii) to
      grant
      Awards to Employees, Directors and Consultants employed outside the United
      States on such terms and conditions different from those specified in the Plan
      as may, in the judgment of the Administrator, be necessary or desirable to
      further the purpose of the Plan; 

     

    (ix) to
      designate Awards as Incentive Stock Options or Non-Qualified Stock Options,
      or
      as 102 Options (whether through a trustee or not) or 3(i) Options subject to
      the
      limitations under the ITA or any other Applicable Law and to determine the
      type
      and route of the Trustee 102 Options. 

     

    (x) to
      determine the Fair Market Value of the Shares in accordance with the provisions
      of the Plan; and 

     

    (xi) to
      take
      all such other action and make all such other determinations and
      interpretations, not inconsistent with the terms of the Plan, as the
      Administrator deems appropriate. 

     

    (c) Extent
      and Effect of Administrator’s Determinations.
      The
      express grant in the Plan of any specific power to the Administrator shall
      not
      be construed as limiting any power or authority of the Administrator; provided
      that the Administrator may not exercise any right or power reserved to the
      Board. Any decision made, or action taken, by the Administrator or in connection
      with the administration of this Plan shall be final, conclusive and binding
      on
      all persons having an interest in the Plan. 

     

    (d) Indemnification.
      In
      addition to such other rights of indemnification as they may have as members
      of
      the Board or as Officers or Employees of the Company or a Related Entity, the
      Administrator shall be defended and indemnified by the Company to the extent
      permitted by law against all reasonable expenses, including attorneys’ fees,
      actually and necessarily incurred in connection with the defense of any claim,
      investigation, action, suit or proceeding, or in connection with any appeal
      therein, to which they or any of them may be a party by reason of any action
      taken or failure to act under or in connection with the Plan, or any Award
      granted hereunder, and against all amounts paid by them in settlement thereof
      (provided such settlement is approved by the Company) or paid by them in
      satisfaction of a judgment in any such claim, investigation, action, suit or
      proceeding, except in relation to matters as to which it shall be adjudged
      in
      such claim, investigation, action, suit or proceeding that such person is liable
      for gross negligence, bad faith or intentional misconduct; provided, however,
      that within fifteen (15) days after the institution of such claim,
      investigation, action, suit or proceeding, such person shall offer to the
      Company, in writing, the opportunity at the Company’s expense to defend the
      same. 

     

    
      
         

      

      
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    5. Eligibility.
      Awards
      other than Incentive Stock Options may be granted to Employees, Directors and
      Consultants. Incentive Stock Options may be granted only to Employees of the
      Company or a Parent or a Subsidiary of the Company. An Employee, Director or
      Consultant who has been granted an Award may, if otherwise eligible, be granted
      additional Awards. Awards may be granted to such Employees, Directors or
      Consultants who are residing in non-U.S. jurisdictions as the Administrator
      may
      determine from time to time, provided however that Awards to Israeli Grantees
      under Section 102 or Section 3(i) of the Tax Ordinance shall be subject to
      Section 20 below. 

     

    6. Types,
      Terms and Conditions and Limitations of Awards.

     

    (a) Types
      of Awards.
      The
      Administrator is authorized under the Plan to award any type of arrangement
      to
      an Employee, Director or Consultant that is not inconsistent with the provisions
      of the Plan and that by its terms involves or might involve the issuance of
      (i)
      Shares, (ii) cash or (iii) an Option, a SAR, or similar right with a fixed
      or
      variable price related to the Fair Market Value of the Shares and with an
      exercise or conversion privilege related to the passage of time, the occurrence
      of one or more events, or the satisfaction of performance criteria or other
      conditions. Such awards include, without limitation, Options, SARs, sales or
      bonuses of Restricted Stock, or Restricted Stock Units, and an Award may consist
      of one such security or benefit, or two (2) or more of them in any combination
      or alternative. 

     

    (b) Designation
      of Award.
      Each
      Award shall be designated in the Award Agreement. In the case of an Option,
      the
      Option shall be designated as either an Incentive Stock Option or a
      Non-Qualified Stock Option and with respect to Israeli Grantees may be further
      designated as 102 Options or 3(i) Options under the Tax Ordinance subject to
      the
      qualifications described in Section 20 below. However, notwithstanding such
      designation, an Option will qualify as an Incentive Stock Option under the
      Code
      only to the extent the $100,000 dollar limitation of Section 422(d) of the
      Code
      is not exceeded. The $100,000 limitation of Section 422(d) of the Code is
      calculated based on the aggregate Fair Market Value of the Shares subject to
      Options designated as Incentive Stock Options which become exercisable for
      the
      first time by a Grantee during any calendar year (under all plans of the Company
      or any Parent or Subsidiary of the Company). For purposes of this calculation,
      Incentive Stock Options shall be taken into account in the order in which they
      were granted, and the Fair Market Value of the Shares shall be determined as
      of
      the grant date of the relevant Option. 

     

    (c) Conditions
      of Award.
      Subject
      to the terms of the Plan, the Administrator shall determine the provisions,
      terms, and conditions of each Award including, but not limited to, the Award
      vesting schedule, repurchase provisions, rights of first refusal, forfeiture
      provisions, form of payment (cash, Shares, or other consideration) upon
      settlement of the Award, payment contingencies, and satisfaction of any
      performance criteria. The performance criteria established by the Administrator
      may be based on any one of, or combination of, the following: (i) increase
      in
      share price, (ii) earnings per share, (iii) total stockholder return, (iv)
      operating margin, (v) gross margin, (vi) return on equity, (vii) return on
      assets, (viii) return on investment, (ix) operating income, (x) net operating
      income, (xi) pre-tax profit, (xii) cash flow, (xiii) revenue, (xiv) expenses,
      (xv) earnings before interest, taxes and depreciation, (xvi) economic value
      added, (xvii) market share, (xviii) satisfactory completion of clinical trials
      or scientific benchmarks, and (xix) receipt of regulatory approvals. The
      performance criteria may be applicable to the Company, Related Entities and/or
      any individual business units of the Company or any Related Entity. Partial
      achievement of the specified criteria may result in a payment or vesting
      corresponding to the degree of achievement as specified in the Award Agreement.
      

     

    
      
         

      

      
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    (d) Date
      of Grant.
      The
      date of grant of an Award shall be, for all purposes, the date on which the
      Administrator makes the determination granting such Award, or such other later
      date as is determined by the Administrator. Notice of the determination shall
      be
      provided to each Grantee within a reasonable time after the date of such grant.
      Notwithstanding anything in the Plan to the contrary, if any Award under this
      Plan is made to a person subject to taxation in the United States, the date
      of
      grant of such Award shall be the date when the Company completes the corporate
      action necessary to create the legally binding right constituting the Award.
      

     

    (e) Individual
      Limitations on Awards. 

     

    (i) Individual
      Limit for Options and SARs.
      The
      maximum number of Shares with respect to which Options and SARs may be granted
      to any Grantee in any calendar year shall be 4,000,000 Shares. The foregoing
      limitations shall be adjusted proportionately in connection with any change
      in
      the Company’s capitalization pursuant to Section 10, below. To the extent
      required by Section 162(m) of the Code or the regulations thereunder, in
      applying the foregoing limitations with respect to a Grantee, if any Option
      or
      SAR is canceled, the canceled Option or SAR shall continue to count against
      the
      maximum number of Shares with respect to which Options and SARs may be granted
      to the Grantee. For this purpose, the repricing of an Option (or in the case
      of
      a SAR, the base amount on which the stock appreciation is calculated is reduced
      to reflect a reduction in the Fair Market Value of the Common Stock) shall
      be
      treated as the cancellation of the existing Option or SAR and the grant of
      a new
      Option or SAR. 

     

    (ii) Individual
      Limit for Restricted Stock and Restricted Stock Units.
      For
      awards of Restricted Stock and Restricted Stock Units that are intended to
      be
      Performance- Based Compensation, the maximum number of Shares with respect
      to
      which such Awards may be granted to any Grantee in any calendar year shall
      be
      4,000,000 Shares. The foregoing limitation shall be adjusted proportionately
      in
      connection with any change in the Company’s capitalization pursuant to Section
      10, below. 

     

    (iii) Deferral.
      If the
      vesting or receipt of Shares under an Award is deferred to a later date, any
      amount (whether denominated in Shares or cash) paid in addition to the original
      number of Shares subject to such Award will not be treated as an increase in
      the
      number of Shares subject to the Award if the additional amount is based either
      on a reasonable rate of interest or on one or more predetermined actual
      investments such that the amount payable by the Company at the later date will
      be based on the actual rate of return of a specific investment (including any
      decrease as well as any increase in the value of an investment). 

     

    (f) Early
      Exercise.
      The
      Award Agreement may, but need not, include a provision whereby the Grantee
      may
      elect at any time while an Employee, Director or Consultant to exercise any
      part
      or all of the Award prior to full vesting of the Award. Any unvested Shares
      received pursuant to such exercise may be subject to a repurchase right in
      favor
      of the Company or a Related Entity or to any other restriction the Administrator
      determines to be appropriate. 

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

       

    

    (g) Term
      of Award.
      The
      term of each Award shall be the term stated in the Award Agreement, provided,
      however, that the term of an Incentive Stock Option shall be no more than ten
      (10) years from the date of grant thereof. However, in the case of an Incentive
      Stock Option granted to a Grantee who, at the time the Option is granted, owns
      stock representing more than ten percent (10%) of the voting power of all
      classes of stock of the Company or any Parent or Subsidiary of the Company,
      the
      term of the Incentive Stock Option shall be five (5) years from the date of
      grant thereof or such shorter term as may be provided in the Award Agreement.
      

     

    (h) Transferability
      of Awards.
      Incentive Stock Options or Options to Israeli Grantees may not be sold, pledged,
      assigned, hypothecated, transferred, or disposed of in any manner other than
      by
      will or by the laws of descent or distribution and may be exercised, during
      the
      lifetime of the Grantee, only by the Grantee. Other Awards shall be transferable
      (i) by will and by the laws of descent and distribution and (ii) during the
      lifetime of the Grantee, to the extent and in the manner authorized by the
      Administrator. Notwithstanding the foregoing, the Grantee (other than an Israeli
      Grantee) may designate one or more beneficiaries of the Grantee’s Award in the
      event of the Grantee’s death on a beneficiary designation form provided by the
      Administrator. 

     

    7. Award
      Exercise or Purchase Price, Consideration and Taxes. 

     

    (a) Exercise
      or Purchase Price.
      The
      exercise or purchase price, if any, for an Award shall be as follows:


     

    (i) In
      the
      case of an Incentive Stock Option: 

     

    (1) granted
      to an Employee who, at the time of the grant of such Incentive Stock Option
      owns
      stock representing more than ten percent (10%) of the voting power of all
      classes of stock of the Company or any Parent or Subsidiary of the Company,
      the
      per Share exercise price shall be not less than one hundred ten percent (110%)
      of the Fair Market Value per Share on the date of grant; or 

     

    (2) granted
      to any Employee other than an Employee described in the preceding paragraph,
      the
      per Share exercise price shall be not less than one hundred percent (100%)
      of
      the Fair Market Value per Share on the date of grant. 

     

    (ii) In
      the
      case of Awards intended to qualify as Performance-Based Compensation, the
      exercise or purchase price, if any, shall be not less than one hundred percent
      (100%) of the Fair Market Value per Share on the date of grant. 

     

    (iii) In
      the
      case of other Awards, such price as is determined by the Administrator.


     

    (b) Consideration.
      Subject
      to Applicable Laws, the consideration to be paid for the Shares to be issued
      upon exercise or purchase of an Award including the method of payment, shall
      be
      determined by the Administrator. In addition to any other types of consideration
      the Administrator may determine, the Administrator is authorized to accept
      as
      consideration for Shares issued under the Plan the following: 

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

       

    

    (i) cash;
      

     

    (ii) check;
      

     

    (iii) surrender
      of Shares or delivery of a properly executed form of attestation of ownership
      of
      Shares as the Administrator may require which have a Fair Market Value on the
      date of surrender or attestation equal to the aggregate exercise price of the
      Shares as to which said Award shall be exercised; 

     

    (iv) with
      respect to Options, payment through a broker-dealer sale and remittance
      procedure pursuant to which the Grantee (A) shall provide written instructions
      to a Company designated brokerage firm to effect the immediate sale of some
      or
      all of the purchased Shares and remit to the Company sufficient funds to cover
      the aggregate exercise price payable for the purchased Shares and (B) shall
      provide written directives to the Company to deliver the certificates for the
      purchased Shares directly to such brokerage firm in order to complete the sale
      transaction; or 

     

    (v) with
      respect to Options, payment through a “net exercise” such that, without the
      payment of any funds, the Grantee may exercise the Option and receive the net

      number of Shares equal to (i) the number of Shares as to which the Option is
      being exercised, multiplied by (ii) a fraction, the numerator of which is the
      Fair Market Value per Share (on such date as is determined by the Administrator)
      less the Exercise Price per Share, and the denominator of which is such Fair
      Market Value per Share (the number of net Shares to be received shall be rounded
      down to the nearest whole number of Shares); 

     

    (vi) any
      combination of the foregoing methods of payment. 

     

    The
      Administrator may at any time or from time to time, by adoption of or by
      amendment to the standard forms of Award Agreement described in Section 4(b),
      or
      by other means, grant Awards which do not permit all of the foregoing forms
      of
      consideration to be used in payment for the Shares or which otherwise restrict
      one or more forms of consideration. 

    


    (c) Taxes.
      No
      Shares shall be delivered under the Plan to any Grantee or other person until
      such Grantee or other person has made arrangements acceptable to the
      Administrator for the satisfaction of any non-U.S., federal, state, or local
      income and employment tax withholding obligations, including, without
      limitation, obligations incident to the receipt of Shares. Upon exercise or
      vesting of an Award the Company shall withhold or collect from the Grantee
      an
      amount sufficient to satisfy such tax obligations, including, but not limited
      to, by surrender of the whole number of Shares covered by the Award sufficient
      to satisfy the minimum applicable tax withholding obligations incident to the
      exercise or vesting of an Award. 

     

    8. Exercise
      of Award.
      

     

    (a) Procedure
      for Exercise; Rights as a Stockholder. 

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

       

    

    (i) Any
      Award
      granted hereunder shall be exercisable at such times and under such conditions
      as determined by the Administrator under the terms of the Plan and specified
      in
      the Award Agreement, provided however that the standard vesting schedule for
      Israeli Grantees shall be as set forth in Section 20. 

     

    (ii) An
      Award
      shall be deemed to be exercised when written notice of such exercise has been
      given to the Company in accordance with the terms of the Award by the person
      entitled to exercise the Award and full payment for the Shares with respect
      to
      which the Award is exercised has been made, including, to the extent selected,
      use of the broker-dealer sale and remittance procedure to pay the purchase
      price
      as provided in Section 7(b). 

     

    (b) No
      Rights as Shareholder.
      The
      holder of an Option shall have none of the rights of a stockholder with respect
      to the Shares subject to the Option until such shares are transferred to the
      holder (or the Trustee, if applicable) upon the exercise of the Option.


     

    (c) Conditions
      Upon Issuance of Shares. 

     

    (i) Legal
      Compliance.
      Shares
      shall not be issued pursuant to the exercise of an Award unless the exercise
      of
      the Award or the issuance and delivery of such Shares or consideration in lieu
      of Shares shall comply with Applicable Laws and shall be further subject to
      the
      approval of counsel for the Company with respect to such compliance. If at
      any
      time the Administrator determines that the delivery of Shares pursuant to the
      exercise, vesting or any other provision of an Award is or may be unlawful
      under
      Applicable Laws, the vesting or right to exercise an Award or to otherwise
      receive Shares pursuant to the terms of an Award shall be suspended until the
      Administrator determines that such delivery is lawful and shall be further
      subject to the approval of counsel for the Company with respect to such
      compliance. The Company shall have no obligation to effect any registration
      or
      qualification of the Shares under federal or state laws or other Applicable
      Laws. 

     

    (ii) Investment
      Representations.
      As a
      condition to the exercise of an Award, the Company may require the person
      exercising such Award make such representations and warranties which, in the
      opinion of the Company, are required to ensure that such exercise, or a
      subsequent sale or disposition of any Shares obtained upon such exercise, does
      not contravene any Applicable Law, including inter alia, representations and
      warranties at the time of any such exercise that the Shares are being purchased
      only for investment and without any present intention to sell or distribute
      such
      Shares if, in the opinion of counsel for the Company, such a representation
      is
      required by any Applicable Laws. 

     

    (iii) Restrictions.
      Unless
      otherwise set forth in an Award Agreement, Shares issued to a Grantee or the
      Trustee, as applicable, shall be subject to such restrictions as required by
      the
      appropriate securities law and in the event that the Company’s shares shall be
      registered for trading in any public market, Grantee’s rights to sell the Shares
      may be subject to certain limitations (including a lock-up period), as will
      be
      requested by the Company or its underwriters, and the Grantee by executing
      an
      Award Agreement unconditionally agrees and accepts any such limitations and
      undertakes to further execute any agreement as may be requested by the Company
      or its underwriters from time to time. 

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

       

    

    (d) No
      Fractional Shares.
      Only
      whole Shares may be issued pursuant to the exercise of an Option or other Award,
      and to the extent that an Option or other Award covers less than one (1) Share,
      it is non exercisable. 

     

    9. Termination,
      Death, Disability of Grantee. 

     

    (a) Exercise
      of Award Following Termination of Continuous Service.
      In the
      event of termination of a Grantee’s Continuous Service for any reason other than
      Cause, Disability or death, such Grantee may, but only within three (3) months
      from the date of such termination (or such longer or shorter period as specified
      in the Award Agreement but in no event later than the expiration date of the
      term of such Award as set forth in the Award Agreement), exercise the portion
      of
      the Grantee’s Award that was vested at the date of such termination or such
      other portion of the Grantee’s Award as may be determined by the Administrator.
      To the extent that the Grantee’s Award was unvested at the date of termination,
      or if Grantee does not exercise the vested portion of the Grantee’s Award within
      the time specified herein, the Award shall terminate. 

     

    (b) Termination
      of Continuous Service for Cause.
      In the
      event of termination of a Grantee’s Continuous Service for Cause, the unvested
      portion of the Grantee’s Award and, to the extent not previously exercised, the
      vested portion of the Grantee’s Award, shall terminate. 

     

    (c) Disability
      of Grantee.
      In the
      event of termination of a Grantee’s Continuous Service as a result of his or her
      Disability, such Grantee may, but only within twelve (12) months from the date
      of such termination (or such longer or shorter period as specified in the Award
      Agreement but in no event later than the expiration date of the term of such
      Award as set forth in the Award Agreement), exercise the portion of the
      Grantee’s Award that was vested at the date of such termination or such other
      portion of the Grantee’s Award as may be determined by the Administrator. To the
      extent that the Grantee’s Award was unvested at the date of termination, or if
      Grantee does not exercise the vested portion of the Grantee’s Award within the
      time specified herein, the Award shall terminate. 

     

    (d) Death
      of Grantee.
      In the
      event of a termination of the Grantee’s Continuous Service as a result of his or
      her death, or in the event of the death of the Grantee during the post-
      termination exercise periods following the Grantee’s termination of Continuous
      Service specified in this Section 8, above, the Grantee’s estate or a person who
      acquired the right to exercise the Award by bequest or inheritance may exercise
      the portion of the Grantee’s Award that was vested as of the date of termination
      or such other portion of the Grantee’s Award as may be determined by the
      Administrator, within twelve (12) months from the date of death (or such longer
      or shorter period as specified in the Award Agreement but in no event later
      than
      the expiration of the term of such Award as set forth in the Award Agreement).
      To the extent that, at the time of death, the Grantee’s Award was unvested, or
      if the Grantee’s estate or a person who acquired the right to exercise the Award
      by bequest or inheritance does not exercise the vested portion of the Grantee’s
      Award within the time specified herein, the Award shall terminate. 

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

       

    

    10. Adjustments
      Upon Changes in Capitalization.
      Subject
      to any required action by the stockholders of the Company, the number of Shares
      covered by each outstanding Award, and the number of Shares which have been
      authorized for issuance under the Plan but as to which no Awards have yet been
      granted or which have been returned to the Plan, the exercise or purchase price
      of each such outstanding Award, the maximum number of Shares with respect to
      which Options and SARs may be granted to any Grantee in any calendar year,
      as
      well as any other terms that the Administrator determines require adjustment
      shall be proportionately adjusted for any increase or decrease in the number
      of
      issued Shares resulting from a stock split, reverse stock split, stock dividend,
      combination or reclassification of the Shares, or similar transaction affecting
      the Shares, or any other increase or decrease in the number of issued Shares
      effected without receipt of consideration by the Company; provided, however
      that
      conversion of any convertible securities of the Company shall not be deemed
      to
      have been “effected without receipt of consideration.” In connection with the
      foregoing adjustments, the Administrator may, in its discretion, prohibit the
      exercise of Awards during certain periods of time. Except as the Administrator
      determines, no issuance by the Company of shares of any class, or securities
      convertible into shares of any class, shall affect, and no adjustment by reason
      hereof shall be made with respect to, the number or price of Shares subject
      to
      an Award. Adjustments shall be made by the Administrator, whose determination
      in
      that respect shall be final, conclusive and binding. 

     

    11. Adjustments
      Upon Change in Control.
      

     

    (a) Unless
      otherwise set forth in the Award Agreement, in the event of a Change in Control
      after the effective date of the Plan, the Committee or the Board may, in its
      sole discretion, provide for the (i) termination of an Award upon the
      consummation of the Change in Control, but only if such Award has vested and
      been paid out or the Grantee has been permitted to exercise the Option in full
      for a period of not less than 30 days prior to the Change in Control, (ii)
      acceleration of all or any portion of an Award, (iii) payment of an amount
      (in
      cash or, in the discretion of the Committee or the Board, in the form of
      consideration paid to shareholders of the Company in connection with such Change
      in Control) in exchange for the cancellation of an Award, which, in the case
      of
      Options and SARs, shall equal the excess, if any, of the Fair Market Value
      of
      the Shares subject to such Options or SARs over the aggregate exercise price
      or
      grant price of such Option or SAR, and/or (iv) issuance of substitute Awards
      that will substantially preserve the otherwise applicable terms of any affected
      Awards previously granted hereunder in a manner complying with Treasury
      Regulation Section 1.409A-1(b)(5)(v)(D) or any applicable successor provision.
      

     

    (b) In
      the
      event of any adjustment in the number of Shares covered by any Option, any
      fractional shares resulting from such adjustment shall be disregarded and each
      such Option shall cover only the number of full shares resulting from such
      adjustment.

     

    (c) All
      adjustments pursuant to Section 11 shall be made by the Administrator, and
      its
      determination as to what adjustments shall be made, and the extent thereof,
      shall be final, binding and conclusive.

     

    12. Effective
      Date and Term of Plan.
      The
      Plan shall become effective upon the earlier to occur of its adoption by the
      Board or its approval by the stockholders of the Company. It shall continue
      in
      effect for a term of ten (10) years unless sooner terminated. Subject to Section
      17, below, and Applicable Laws, Awards may be granted under the Plan upon its
      becoming effective. In the case of Israeli Grantees, 102 Options will be granted
      only after the lapse of at least 30 days following the date in which the Plan
      and the relevant forms will be submitted to the tax authorities. 

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

       

    

    13. Amendment,
      Suspension or Termination of the Plan.
      

     

    (a) The
      Board
      may at any time amend, suspend or terminate the Plan; provided, however, that
      no
      such amendment shall be made without the approval of the Company’s stockholders
      to the extent such approval is required by Applicable Laws, or if such amendment
      would lessen the stockholder approval requirements of Section 4(b) or this
      Section 13(a). 

     

    (b) No
      Award
      may be granted during any suspension of the Plan or after termination of the
      Plan. 

     

    (c) No
      amendment, alteration, suspension or termination of the Plan (except as provided
      herein) shall adversely affect any rights under Awards already granted to a
      Grantee, unless mutually agreed otherwise between the Grantee and the
      Administrator, which agreement must be in writing or electronic format and
      signed by the Grantee and the Company. 

     

    (d)
       The
      Board
      or the Committee may from time to time amend, suspend or terminate in while
      or
      in part, and if suspended or terminated, may reinstate, any or all of the
      provision of the Plan. Notwithstanding the foregoing, no amendment shall be
      effective without Board and/or shareholder approval if such approval is
      necessary to comply with the applicable provisions of Section 162(m). To the
      extent applicable, it is intended that the Plan and all Awards hereunder comply
      with the requirements of Section 409A of the Code, and the Plan and all Award
      Agreements shall be interpreted and applied by the Committee in a manner
      consistent with this intent in order to avoid the imposition of any additional
      tax under Section 409A of the Code. In the event that any provision of the
      Plan
      or an Award Agreement is determined by the Committee to not comply with the
      applicable requirements of Section 409A of the Code, the Committee shall have
      the authority to take such actions and to make such changes to the Plan or
      an
      Award Agreement as the Committee deems necessary to comply with such
      requirements, provided that no such action shall adversely affect any
      outstanding Award without the consent of the affected Grantee. Notwithstanding
      the foregoing or anything elsewhere in the Plan or an Award Agreement to the
      contrary, if a Grantee is a “specified employee” as defined in Section 409A of
      the Code at the time of termination of Continuous Service with respect to an
      Award, then solely to the extent necessary to avoid the imposition of any
      additional tax under Section 409A of the Code in respect of Awards that are
      deferred compensation for purposes of such Section 409A, the commencement of
      any
      payments or benefits under the Award shall be deferred until the date that
      is
      six months following the Grantee’s separation from service (or such other period
      as required to comply with Section 409A).

     

    14. Reservation
      of Shares.
      The
      Company, during the term of the Plan, will at all times reserve and keep
      available such number of Shares as shall be sufficient to satisfy the
      requirements of the Plan. 

     

    15. Liability
      of the Company.
      

     

    (a) Inability
      to Obtain Authority.
      The
      inability of the Company to obtain authority from any regulatory body having
      jurisdiction, which authority is deemed by the Company’s counsel to be necessary
      to the lawful issuance and sale of any Shares hereunder, shall relieve the
      Company of any liability in respect of the failure to issue or sell such Shares
      as to which such requisite authority shall not have been obtained. 

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

       

    

    (b) Grants
      Exceeding Allotted Shares.
      If the
      Shares covered by an Award exceeds, as of the date of grant, the number of
      Shares which may be issued under the Plan without additional shareholder
      approval, such Award shall be void with respect to such excess awarded Shares,
      unless shareholder approval of an amendment sufficiently increasing the number
      of Shares subject to the Plan is timely obtained in accordance with the Plan.
      

     

    16. No
      Effect
      on Terms of Employment/Consulting Relationship or Retirement Plans.


     

    (a) No
      Effect on Terms of Employment/Consulting Relationship.
      The
      Plan shall not confer upon any Grantee any right with respect to the Grantee’s
      Continuous Service, nor shall it interfere in any way with his or her right
      or
      the right of the Company or any Related Entity to terminate the Grantee’s
      Continuous Service at any time, with or without Cause, and with or without
      notice. The ability of the Company or any Related Entity to terminate the
      employment of a Grantee who is employed at will is in no way affected by its
      determination that the Grantee’s Continuous Service has been terminated for
      Cause for the purposes of this Plan. 

     

    (b) No
      Effect on Retirement and Other Benefit Plans.
      Except
      as specifically provided in a retirement or other benefit plan of the Company
      or
      a Related Entity, Awards shall not be deemed compensation for purposes of
      computing benefits or contributions under any retirement plan of the Company
      or
      a Related Entity, and shall not affect any benefits under any other benefit
      plan
      of any kind or any benefit plan subsequently instituted under which the
      availability or amount of benefits is related to level of compensation. The
      Plan
      is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement
      Income Security Act of 1974, as amended. 

     

    17. Stockholder
      Approval.
      The
      grant of Incentive Stock Options under the Plan shall be subject to approval
      by
      the stockholders of the Company within twelve (12) months before or after the
      date the Plan is adopted excluding Incentive Stock Options issued in
      substitution for outstanding Incentive Stock Options pursuant to Section 424(a)
      of the Code. Such stockholder approval shall be obtained in the degree and
      manner required under Applicable Laws. The Administrator may grant Incentive
      Stock Options under the Plan prior to approval by the stockholders, but until
      such approval is obtained, no such Incentive Stock Option shall be exercisable.
      In the event that stockholder approval is not obtained within the twelve (12)
      month period provided above, all Incentive Stock Options previously granted
      under the Plan shall be exercisable as Non-Qualified Stock Options.


     

    18. Unfunded
      Obligation.
      Grantees shall have the status of general unsecured creditors of the Company.
      Any amounts payable to Grantees pursuant to the Plan shall be unfunded and
      unsecured obligations for all purposes, including, without limitation, Title
      I
      of the Employee Retirement Income Security Act of 1974, as amended. Neither
      the
      Company nor any Related Entity shall be required to segregate any monies from
      its general funds, or to create any trusts, or establish any special accounts
      with respect to such obligations. The Company shall retain at all times
      beneficial ownership of any investments, including trust investments, which
      the
      Company may make to fulfill its payment obligations hereunder. Any investments
      or the creation or maintenance of any trust or any Grantee account shall not
      create or constitute a trust or fiduciary relationship between the
      Administrator, the Company or any Related Entity and a Grantee, or otherwise
      create any vested or beneficial interest in any Grantee or the Grantee’s
      creditors in any assets of the Company or a Related Entity. The Grantees shall
      have no claim against the Company or any Related Entity for any changes in
      the
      value of any assets that may be invested or reinvested by the Company with
      respect to the Plan. 

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

       

    

    19. Construction.
      Captions and titles contained herein are for convenience only and shall not
      affect the meaning or interpretation of any provision of the Plan. Except when
      otherwise indicated by the context, the singular shall include the plural and
      the plural shall include the singular. Use of the term “or” is not intended to
      be exclusive, unless the context clearly requires otherwise. 

     

    20. Israeli
      Grantees.
      This
      Section shall apply only to Israeli Grantees and is intended to enable the
      Company to grant Awards under the Plan pursuant and subject to Section 102
      and
      Section 3(i) of the Tax Ordinance. Accordingly, the Plan is designated to comply
      with the Tax Ordinance and the rules, regulations and orders or procedures
      promulgated thereunder from time to time, as amended or replaced from time
      to
      time and shall be submitted to the ITA as required thereunder. 

     

    In
      any
      case of contradiction, whether explicit or implied, between the provisions
      of
      this Section and the Plan, the provisions set out in this Section shall prevail
      unless the Administrator decides otherwise to ensure compliance with the Tax
      Ordinance and other Applicable Laws. 

    


    (a) Eligibility.
      102
      Options may be granted only to Israeli Employees. Non-Employees may only be
      granted 3(i) Options. The grant of an Award hereunder shall neither entitle
      the
      Grantee to participate nor disqualify the Israeli Grantee from participating
      in,
      any other grant of Awards pursuant to the Plan or any other option or stock
      plan
      of the Company or any Related Company. 

     

    (b) Grant
      of
      Awards in Trust. 

     

    (i) Grants
      Made Under Section 102. 

     

    (1) The
      Company may designate 102 Options as Trustee 102 Options or Non-Trustee 102
      Options. The designation of Non-Trustee 102 Options and Trustee 102 Options
      shall be subject to the terms and conditions set forth in Section 102 of the
      Tax
      Ordinance and the regulations promulgated thereunder, 

     

    (ii) Grant
      of
      Trustee 102 Options. 

     

    (1) The
      grant
      of the Trustee 102 Options shall be made under the Plan and shall be conditional
      upon the approval of the Plan by the ITA. Trustee 102 Options may be granted
      at
      any time after the passage of thirty (30) days following the delivery by the
      Company to the ITA of a notice pertaining to the appointment of the Trustee
      and
      the adoption of the Plan, unless otherwise determined by the ITA. Options which
      shall be granted pursuant to Section 102 and/or any Shares issued upon exercise
      of such Options and/or other shares received subsequently following any
      realization of rights, shall be issued to the Trustee. Each Israeli Grantee
      in
      respect of whom a Trustee 102 Option is granted and held in trust by the Trustee
      shall be referred to as a “beneficial optionee” hereunder. 

     

    
      
         

      

      
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    (2) Trustee
      102 Option(s) may either be classified as Capital Gain Option(s) or Ordinary
      Income Option(s): 

     

    a. Trustee
      102 Option(s) elected and designated by the Company to qualify under the capital
      gain tax treatment in accordance with the provisions of Section 102(b)(2) shall
      be referred to herein as “Capital Gain Option(s)” or “CGO”. 

     

    b. Trustee
      102 Option(s) elected and designated by the Company to qualify under the
      ordinary income tax treatment in accordance with the provisions of Section
      102(b)(l) shall be referred to herein as “Ordinary Income Option(s)” or “OIO”.


     

    (3) The
      Company’s election of the type of Trustee 102 Options as CGO or OIO granted to
      Employees (the “Election”) shall be appropriately filed with the ITA 30 days
      before the date of grant of a Trustee 102 Option, unless otherwise determined
      by
      the ITA. Such Election shall become effective beginning the first date of grant
      of a Trustee 102 Option under this Plan and shall remain in effect until the
      end
      of the year following the year during which the Company first granted Trustee
      102 Options. The Election shall obligate the Company to grant only the type
      of
      Trustee 102 Option it has elected, and shall apply to all Israeli Grantees
      who
      were granted Trustee 102 Options during the period indicated herein or therein,
      all in accordance with the provisions of Section 102(g) of the Tax Ordinance.
      Notwithstanding, such Election shall not prevent the Company from granting
      Non-Trustee 102 Options simultaneously. 

     

    (4) All
      Trustee 102 Options must be held in trust by and issued on the name of the
      Trustee, as described below. 

     

    (5) With
      respect to Trustee 102 Options, the provisions of the Plan and/or an Award
      Agreement shall be subject to the provisions of Section 102 and the ITA’s
      permit, and the said provisions and permit shall be deemed an integral part
      of
      this Section and of the Award Agreement for the respective Grantees thereof
      Any
      provision of Section 102 and/or the said permit which is necessary in order
      to
      receive and/or to keep any tax benefit pursuant to Section 102, which is not
      expressly specified in the Plan or the Award Agreement, shall be considered
      binding upon the Company and the Israeli Grantee. 

     

    (iii) Issuance
      to Trustee.
      

     

    (1) All
      Trustee 102 Options granted under the Plan and/or any Shares allocated or issued
      upon exercise of such Trustee 102 Options and/or other and all rights deriving
      from or in connection therewith, including, without limitation, in accordance
      with Section 10 above or any bonus shares or stock dividends issued in
      connection therewith shall be granted by the Company to the Trustee, and the
      Trustee shall hold each such Trustee 102 Option and the Shares issued upon
      exercise thereof in trust for such period of time as required by Section 102
      or
      any regulations, rules or orders or procedures promulgated thereunder (the
      “Holding Period”), for the benefit of the Grantees in respect of whom such
      Trustee 102 Option was granted. All certificates representing Shares issued
      to
      the Trustee under the Plan shall be deposited with the Trustee, and shall be
      held by the Trustee until such time that such Shares are released from the
      Trust
      as herein provided. 

     

    
      
         

      

      
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    (2) In
      event
      the requirements for Trustee 102 Options are not met for any reason whatsoever,
      then the Trustee 102 Options may be treated as Non-Trustee 102 Options, all
      in
      accordance with the provisions of Section 102 and regulations promulgated
      thereunder. 

     

    (3) With
      respect to any Trustee 102 Option, subject to the provisions of Section 102
      and
      any rules or regulations or orders or procedures promulgated thereunder, an
      Israeli Grantee shall not be entitled to sell or release from Trust the Trustee
      102 Option, the Shares received upon the exercise of such Option and/or any
      right deriving from or in connection therewith, including, without limitation,
      in accordance with Section 10 above or any bonus shares or stock dividends
      issued in connection therewith, until the later of: (i) the lapse of the Holding
      Period required under Section 102, and (ii) the vesting of such Options set
      forth in the respective Award Agreement (such later date being hereinafter
      referred to as the “Release Date”). Notwithstanding the foregoing, if such sale
      or release occurs during the Holding period, the provisions of Section 102
      and
      the rules or regulations promulgated thereunder shall apply and any expenses
      and/or tax consequences therefrom shall be borne by the Israeli Grantee.


     

    (4) Subject
      to the terms hereof, at any time after the Release Date with respect to any
      Trustee 102 Options or Shares the following shall apply: 

     

    a. Trustee
      102 Options granted, and/or Shares or rights issued to the Trustee shall
      continue to be held by the Trustee, on behalf of the beneficial optionee. From
      and after the Release Date, upon the written request of any beneficial optionee,
      the Trustee shall release from the Trust the Trustee 102 Options granted, and/or
      the Shares or rights issued, on behalf of such beneficial optionee, by executing
      and delivering to the Company such instrument(s) as the Company may require,
      giving due notice of such release to such beneficial optionee, provided,
      however, that the Trustee shall not so release any such Trustee 102 Options
      and/or Shares and/or rights to such beneficial optionee unless the latter,
      prior
      to, or concurrently with, such release, provides the Trustee with evidence,
      satisfactory in form and substance to the Trustee, that all taxes, if any,
      required to be paid upon such release have, in fact, been paid. 

     

    b. Alternatively,
      from and after the Release Date, upon the written instructions of the beneficial
      optionee to sell any Shares and rights issued upon exercise of Trustee 102
      Options, the Trustee or the Company, as the case may be, shall use its best
      efforts to effect such sale and shall transfer such Shares to the purchaser
      thereof concurrently with the receipt, or after having made suitable
      arrangements to secure the payment, of the purchase price in such transactions.
      The Trustee or the Company, as the case may be, shall withhold from such
      proceeds any and all taxes required to be paid in respect of such sale, shall
      remit the amount so withheld to the appropriate tax authorities and shall pay
      the balance thereof directly to the beneficial optionee, reporting to such
      beneficial optionee and to the Company the amount so withheld and paid to said
      authorities. 

     

    
      
         

      

      
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    c. Notwithstanding
      the foregoing, in the event the underwriters of securities of the Company impose
      restrictions on the transferability of the Shares during a lock-up period,
      the
      beneficial optionee shall not be entitled to release from Trust the Trustee
      102
      Options granted and/or the Shares issued and/or to instruct the Trustee to
      effect a sale of same, for as long as the restrictions are in effect. In the
      event the Trustee 102 Options granted and/or the Shares issued have been
      released from trust the restrictions imposed on the transferability of same
      shall nevertheless apply to said optionee’s Trustee 102 Options held by the
      Grantee and/or Shares in the same manner. Consequently, the Israeli Grantee
      shall sign any documents required in order to effect the restrictions, for
      as
      long as the restrictions are in effect. 

     

    d. Upon
      receipt of the Award, the Israeli Grantee will sign an undertaking to release
      the Trustee from any liability in respect of any action or decision duly taken
      and bona fide executed in relation with the Plan, or any Option or Share or
      rights granted to same thereunder. The Trustee may establish additional terms
      and conditions in connection with Awards held in trust by the Trustee.


     

    (iv) Grant
      of
      Non-Trustee 102 Options. 

     

    (1) Awards
      granted pursuant to this subsection are intended to constitute Non-Trustee
      102
      Options and shall be subject to the general terms and conditions of the Plan
      and
      Section 20, except for provisions of the Plan applying to Trustee 102 Awards
      or
      Options under a different tax law or regulation. 

     

    (2) With
      respect to Non-Trustee 102 Options, if the Grantee ceases to be employed by
      or
      of service to the Company or a Related Company, the Grantee shall be required
      to
      extend to the Company a security or guarantee for the payment of tax due at
      the
      time of sale of Shares or other rights, all in accordance with the provisions
      of
      Section 102 and the rules, regulation or orders promulgated thereunder.


     

    (v) Grants
      Made Under Section 3(i).
      Awards
      granted pursuant to this subsection are intended to constitute 3(i) Options
      and
      shall be subject to the general terms and conditions of the Plan and Section
      20
      thereof, except for said provisions of the Plan applying to Awards under a
      different tax law or regulation. The Administrator may choose to deposit the
      3(i) Options granted pursuant to Section 3(i) of the Tax Ordinance with a
      trustee. In such event, said trustee shall hold such 3(i) Options in trust,
      until exercised by the Grantee, pursuant to the Company’s instructions from time
      to time. If determined by the Administrator, the trustee shall be responsible
      for withholding any taxes to which a Grantee become liable upon the exercise
      of
      such 3(i) Options. 

     

    (c) Award
      Agreement.
      Without
      derogating from the powers of the Administrator under the Plan, the
      Administrator shall adopt the form of Award Agreement for Israeli Grantees
      in
      form acceptable by the ITA and in compliance with the Tax Ordinance. The Award
      Agreement shall further indicate the type of Options (102, 3(i), Trustee,
      Non-Trustee etc.) granted thereunder. 

     

    (d) Vesting.
      Without
      derogating from the terms of any Award Agreement or the discretionary authority
      of the Administrator, the standard vesting for Options to Israeli Grantees
      shall
      be as follows: 

     

    
      
         

      

      
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    (i) Twenty
      five percent (25%) of the Options granted under each Award Agreement shall
      vest
      on the end of the first year of Continuous Service following the vesting
      commencement date determined by the Administrator and if not specified the
      date
      of the grant of an Option (the “First Anniversary”); and 

     

    (ii) The
      remaining 75% of the Options shall vest on a quarterly basis over a period
      of
      three years commencing as of the First Anniversary in twelve (12) equal portions
      subject to Continuous Service of the Grantee. 

     

    (e) With
      respect to all Shares (in contrast to unexercised Options) allocated or issued
      upon the exercise of Options by the Israeli Grantee, the Grantee, or the
      Trustee, as the case may be, shall be entitled to receive dividends in
      accordance with the quantity of such Shares, subject however to any applicable
      taxation on distribution of dividends. 

     

    (f) Without
      derogating from anything in the Plan, to the extent permitted by Applicable
      Laws, any tax consequences, attributable to the Israeli Grantee, arising from
      the grant or exercise of any Option, from the payment for Shares covered thereby
      or from any other event or act (of the Company, a Related Company, the Trustee
      or the Grantee), hereunder, shall be borne solely by the Grantee. The Company
      and/or or a Related Company and/or the Trustee shall withhold taxes according
      to
      the requirements under the Applicable Laws, rules, and regulations, including
      withholding taxes at source. Furthermore, to the extent permitted by Applicable
      Law, the Grantee shall agree to indemnify the Company and/or a Related Company
      and/or the Trustee and hold them harmless against and from any and all liability
      for any such tax or interest or penalty thereon, including without limitation,
      liabilities relating to the necessity to withhold, or to have withheld, any
      such
      tax from any payment made to the Grantee. The Administrator and/or the Trustee
      shall not be required to release any Share certificate to a Grantee until all
      required payments have been fully made. 

     

    (g) The
      Plan,
      to the extent applicable to Israeli Grantees, shall be governed by and construed
      and enforced in accordance with the laws of the State of Israel applicable
      to
      contracts made and to be performed therein, without giving effect to the
      principles of conflict of laws. The competent courts of Tel-Aviv, Israel shall
      have sole jurisdiction in any matters pertaining to Israeli
      Grantees.

     

    
      
         

      

      
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