Exhibit 10.21


 


KORNIT
DIGITAL LTD. 

2015 INCENTIVE COMPENSATION PLAN


 


Kornit Digital Ltd., an
Israeli company (the “Company”), has adopted the Kornit Digital Ltd. 2015 Incentive Compensation Plan (the “Plan”)
for the benefit of non-employee directors of the Company and officers and eligible employees and consultants of the Company and
any Affiliates (as each term is defined below), as follows:


 


ARTICLE
I.

ESTABLISHMENT; PURPOSES; AND DURATION


 


1.1.          Establishment
of the Plan. The Company hereby establishes this incentive compensation plan to be known as the “Kornit Digital
Ltd. 2015 Incentive Compensation Plan,” as set forth in this document. The Plan permits the grant of Stock Options,
Stock Appreciation Rights, Restricted Shares, Restricted Share Units, Other Share-Based Awards, Dividend Equivalents and Cash-Based
Awards. The Plan shall become effective upon the date of its adoption by the Board (the “Effective Date”), provided
that prior to the IPO Date and within twelve (12) months after the date the Plan is adopted by the Board, the Plan is approved
by the holders of a majority of the outstanding Shares which are present and voted at a meeting, or by written consent in lieu
of a meeting; provided further that no Award shall be exercisable or vested until such shareholder approval, and
if the Plan is not so approved by the Company’s shareholders on or before the last day of such twelve (12)-month period,
the Plan and any Awards previously granted shall thereupon be automatically canceled and deemed to have been null and void ab
initio. The Plan shall remain in effect as provided in Section 1.3.


 


1.2.          Purposes
of the Plan. The purposes of the Plan are to provide additional incentives to non-employee directors of the Company and to
those officers, employees and consultants of the Company and Affiliates, whose substantial contributions are essential to the continued
growth and success of the business of the Company and the Affiliates, in order to strengthen their commitment to the Company and
the Affiliates, and to attract and retain competent and dedicated individuals whose efforts will result in the long-term growth
and profitability of the Company and to further align the interests of such non-employee directors, officers, employees and consultants
with the interests of the shareholders of the Company. To accomplish such purposes, the Plan provides that the Company may grant
Share Options, Share Appreciation Rights, Restricted Shares, Restricted Share Units, Other Share-Based Awards, Dividend Equivalents
and Cash-Based Awards.


 


1.3.          Duration
of the Plan. The Plan shall commence on the Effective Date, as described in Section 1.1, and shall remain in effect, subject
to the right of the Board of Directors to amend or terminate the Plan at any time pursuant to Article XV, until all Shares
subject to it shall have been delivered, and any restrictions on such Shares have lapsed, pursuant to the Plan’s provisions.
However, in no event may an Award be granted under the Plan on or after ten (10) years from the Effective Date.


 




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ARTICLE
II.

DEFINITIONS


 


Certain terms used herein
have the definitions given to them in the first instance in which they are used. In addition, for purposes of the Plan, the following
terms are defined as set forth below:


 


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


 


2.2.          “Applicable
Exchange” means the New York Stock Exchange, NASDAQ Stock Market or such other securities exchange as may at the applicable
time be the principal market for the Shares.


 


2.3.          “Applicable
Law” means any applicable law, rule, regulation, statute, pronouncement, policy, interpretation, judgment, order or decree
of any federal, provincial, state or local governmental, regulatory or adjudicative authority or agency, of any jurisdiction, and
the rules and regulations of any stock exchange or trading system on which the Shares are then traded or listed.


 


2.4.          “Award”
means, individually or collectively, a grant under the Plan of Share Options, Share Appreciation Rights, Restricted Share
Awards, Restricted Share Units, Cash-Based Awards, Other Share-Based Awards and Dividend Equivalents.


 


2.5.          “Award
Agreement” means either: (a) a written agreement entered into by the Company and a Participant setting forth the terms
and provisions applicable to an Award granted under the Plan, or (b) a written or electronic statement issued by the Company to
a Participant describing the terms and provisions of such Award, including any amendment or modification thereof. Subject to compliance
with Applicable Law, the Committee may provide for the use of electronic, internet or other non-paper Award Agreements, and the
use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant.


 


2.6.          “Beneficial
Ownership” (including correlative terms) shall have the meaning given such term in Rule 13d-3 promulgated under the Exchange
Act.


 


2.7.          “Board”
or “Board of Directors” means the Board of Directors of the Company.


 


2.8.          “Cash-Based
Award” means an Award, whose value is determined by the Committee, granted to a Participant, as described in Article
XI.


 




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2.9.          “Cause”
means, unless otherwise provided in an Award Agreement, any of the following: (a) any fraud, embezzlement or felony or similar
act by the Participant (whether or not related to Participant’s relationship with the Company or any of its Affiliates);
(b) an act of moral turpitude by the Participant, or any act that causes significant injury to the reputation, business, assets,
operations or business relationship of the Company or an Affiliate; (c) any breach by the Participant of an agreement between the
Company or any Affiliate and the Participant, including, without limitation, breach of confidentiality, non-competition or non-solicitation
covenants, or of any duty of the Participant to the Company or any Affiliate thereof; (d) in case of an Employee, performance by
an Employee of any act that entitles the Company or an Affiliate (as applicable) to dismiss him without paying him any or partial
severance pay in connection with such dismissal under Applicable Law; or (e) any circumstances that constitute grounds for termination
for cause as defined under the Participant’s employment, consulting or service agreement with the Company or Affiliate, to
the extent applicable.


 


2.10.         “Change
of Control” means the occurrence of any of the following:


 


(a)          an
acquisition in one transaction or a series of related transactions (other than directly from the Company or pursuant to Awards
granted under the Plan or compensatory options or other similar awards granted by the Company) by any Person of any Voting Securities
of the Company, immediately after which such Person has Beneficial Ownership of fifty percent (50%) or more of the combined voting
power of the Company’s then outstanding Voting Securities; provided, however, that in determining whether a
Change of Control has occurred pursuant to this Section 2.10(a), Voting Securities of the Company which are acquired in a Non-Control
Acquisition shall not constitute an acquisition that would cause a Change of Control;


 


(b)          Any
time at which individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease
for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a
director subsequent to the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved
by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs
as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;


 


(c)          the
consummation of any merger, consolidation, recapitalization or reorganization involving the Company unless:


 


(i)          the
shareholders of the Company, immediately before such merger, consolidation, recapitalization or reorganization, own, directly or
indirectly, immediately following such merger, consolidation, recapitalization or reorganization, more than fifty percent (50%)
of the combined voting power of the outstanding Voting Securities of the ultimate parent corporation resulting from such merger
or consolidation or reorganization (the “Company Surviving Corporation”) in substantially the same proportion
as their ownership of the Voting Securities of the Company immediately before such merger, consolidation, recapitalization or reorganization;
and


 




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(ii)         the
individuals who were members of the Board immediately prior to the execution of the agreement providing for such merger, consolidation,
recapitalization or reorganization constitute at least a majority of the members of the board of directors of the Company Surviving
Corporation, or a corporation Beneficially Owning, directly or indirectly, a majority of the voting securities of the Company Surviving
Corporation; and


 


(iii)        no
Person, other than (A) the Company, (B) any Related Entity, (C) any employee benefit plan (or any trust forming a
part thereof) that, immediately prior to such merger, consolidation, recapitalization or reorganization, was maintained by the
Company, the Company Surviving Corporation, or any Related Entity or (D) any Person who, together with its Affiliates, immediately
prior to such merger, consolidation, recapitalization or reorganization had Beneficial Ownership of fifty percent (50%) or more
of the then outstanding Voting Securities of the Company, owns, together with its Affiliates, Beneficial Ownership of fifty percent
(50%) or more of the combined voting power of the Company Surviving Corporation’s then outstanding Voting Securities (a transaction
described in clauses (c)(i) through (c)(iii) above is referred to herein as a “Non-Control Transaction”); or


 


(d)          any
sale, lease, exchange, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially
all of the assets or business of the Company to any Person (other than (A) a transfer or distribution to a Related Entity, or (B)
a transfer or distribution to the Company’s shareholders of the shares of a Related Entity or any other assets).


 


Notwithstanding the foregoing, a Change of
Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership
of fifty percent (50%) or more of the combined voting power of the then outstanding Voting Securities of the Company as a result
of the acquisition of Voting Securities of the Company by the Company which, by reducing the number of Voting Securities of the
Company then outstanding, increases the proportional number of shares Beneficially Owned by the Subject Persons, provided
that if a Change of Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities
by the Company and (1) before such share acquisition by the Company the Subject Person becomes the Beneficial Owner of any new
or additional Voting Securities of the Company in a related transaction or (2) after such share acquisition by the Company the
Subject Person becomes the Beneficial Owner of any new or additional Voting Securities of the Company which in either case increases
the percentage of the then outstanding Voting Securities of the Company Beneficially Owned by the Subject Person, then a Change
of Control shall be deemed to occur.


 


Solely for purposes of this Section 2.10, (1)
“Affiliate” shall mean, with respect to any Person, any other Person that, directly or indirectly, controls,
is controlled by, or is under common control with, such Person, and (2) “control” (including with correlative
meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied
to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and
policies of that Person, whether through the ownership of voting securities or by contract or otherwise. Any Relative (for this
purpose, “Relative” means a spouse, child, parent, parent of spouse, sibling or grandchild) of an individual
shall be deemed to be an Affiliate of such individual for this purpose. None of the Company or any Person controlled by the Company
shall be deemed to be an Affiliate of any holder of Shares.


 




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2.11.         “Committee”
means the Compensation Committee of the Board of Directors or a subcommittee thereof, or such other committee designated by the
Board to administer the Plan.


 


2.12.         “Company
Surviving Corporation” has the meaning provided in Section 2.10(c)(i).


 


2.13.         “Consultant”
means a consultant, advisor or independent contractor who is a natural person and who performs services for the Company or an Affiliate
in a capacity other than as an Employee or Director (or who is a personal services company that is wholly owned by such a service
provider, or the equivalent thereof, as determined by the Committee in its discretion).


 


2.14.         “Director”
means any individual who is a member of the Board of Directors of the Company and/or any Affiliate.


 


2.15.         “Disability”
means the inability of a Participant to engage in any substantial gainful activity by reason of any medically determinable physical
or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period
of not less than twelve (12) months, as determined by a medical doctor satisfactory to the Committee.


 


2.16.         “Disaffiliation”
means an Affiliate’s ceasing to be an Affiliate for any reason (including as a result of a public offering, or a spin-off
or sale by the Company, of the stock of the Affiliate) or a sale of a division of the Company or an Affiliate.


 


2.17.         “Dividend
Equivalents” means the equivalent value (in cash or Shares) of dividends that would otherwise be paid on the Shares subject
to an Award but that have not been issued or delivered, as described in Article X.


 


2.18.         “Effective
Date” shall have the meaning ascribed to such term in Section 1.1.


 


2.19.         “Employee”
means any person designated as an employee of the Company and/or an Affiliate on the payroll records thereof. An Employee shall
not include any individual during any period he or she is classified or treated by the Company or an Affiliate as an independent
contractor, a consultant, or any employee of an employment, consulting, or temporary agency or any other entity other than the
Company and/or an Affiliate without regard to whether such individual is subsequently determined to have been, or is subsequently
retroactively reclassified as a common-law employee of the Company and/or an Affiliate during such period. For the avoidance of
doubt, a Director who would otherwise be an “Employee” within the meaning of this Section 2.19 shall be considered
an Employee for purposes of the Plan.


 


2.20.         “Exchange
Act” means the Securities Exchange Act of 1934, as it may be amended from time to time, including the rules and regulations
promulgated thereunder and successor provisions and rules and regulations thereto.


 




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2.21.         “Fair
Market Value” means, if the Shares are listed on a national securities exchange, as of any given date, the closing price
for a Share on such date on the Applicable Exchange, or if Shares were not traded on the Applicable Exchange on such measurement
date, then on the next preceding date on which Shares are traded, all as reported by such source as the Committee may select. If
the Shares are not listed on a national securities exchange, Fair Market Value shall be determined by the Committee in good faith.
The foregoing to the contrary notwithstanding, the Fair Market Value of a Share on the IPO Date shall be the price to the public
as set forth in the final prospectus filed with the SEC pursuant to Rule 424 under the Securities Act with respect to the IPO.


 


2.22.         “Fiscal
Year” means the calendar year, or such other consecutive twelve-month period as the Committee may select.


 


2.23.         “Freestanding
SAR” means an SAR that is granted independently of any Options, as described in Article VII.


 


2.24.         “Grant
Price” means the price established at the time of grant of a SAR pursuant to Article VII, used to determine whether
there is any payment due upon exercise of the SAR.


 


2.25.         “Insider”
means an individual who is, on the relevant date, an officer, director or ten percent (10%) Beneficial Owner of any class of the
Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Committee
in accordance with Section 16 of the Exchange Act.


 


2.26.         “IPO”
means a firm commitment underwritten initial public offering of the Shares under the Securities Act as a result of which the Shares
become listed on one or more national securities exchanges.


 


2.27.         “IPO
Date” means the date of the pricing of the IPO.


 


2.28.         “New
Employer” means, after a Change of Control, a Participant’s employer, or any direct or indirect parent or any direct
or indirect majority-owned subsidiary of such employer.


 


2.29.         “Non-Control
Acquisition” means an acquisition (whether by merger, stock purchase, asset purchase or otherwise) by (a) an employee
benefit plan (or a trust forming a part thereof) maintained by (i) the Company or (ii) any corporation or other Person of which
fifty percent (50%) or more of its total value or total voting power of its Voting Securities or equity interests is owned, directly
or indirectly, by the Company (a “Related Entity”); (b) the Company or any Related Entity; (c) any Person in
connection with a Non-Control Transaction; or (d) any Person that owns, together with its Affiliates, Beneficial Ownership of fifty
percent (50%) or more of the outstanding Voting Securities of the Company on the Effective Date.


 


2.30.         “Non-Control
Transaction” shall have the meaning provided in Section 2.10(c)(iii).


 


2.31.         “Non-Employee
Director” means a Director who is not an Employee.


 


2.32.         “Notice”
means notice provided by a Participant to the Company in a manner prescribed by the Committee.


 




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2.33.         “Option”
or “Share Option” means a Share Option, as described in Article VI.


 


2.34.         “Option
Price” means the price at which a Share may be purchased by a Participant pursuant to an Option.


 


2.35.         “Other
Share-Based Award” means an equity-based or equity-related Award described in Section 9.1, granted in accordance with
the terms and conditions set forth in Article IX.


 


2.36.         “Participant”
means any eligible individual as set forth in Article V who holds one or more outstanding Awards.


 


2.37.         
“Period of Restriction” means the period of time during which Restricted Shares or Restricted Share Units are
subject to a substantial risk of forfeiture, or, as applicable, the period of time within which performance is measured for purposes
of determining whether such an Award has been earned, and, in the case of Restricted Shares, the transfer of Restricted Shares
is limited in some way, in each case in accordance with Article VIII.


 


2.38.         “Person”
means “person” as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act, including any individual,
corporation, limited liability company, partnership, trust, unincorporated organization, government or any agency or political
subdivision thereof, or any other entity or any group of persons.


 


2.39.         “Restricted
Share” means an Award granted to a Participant pursuant to Article VIII.


 


2.40.         “Restricted
Share Unit” means an Award, whose value is equal to a Share, granted to a Participant pursuant to Article VIII.


 


2.41.         “Rule
16b-3” means Rule 16b-3 under the Exchange Act, or any successor rule, as the same may be amended from time to time.


 


2.42.         “SEC”
means the Securities and Exchange Commission.


 


2.43.         “Securities
Act” means the Securities Act of 1933, as it may be amended from time to time, including the rules and regulations promulgated
thereunder and successor provisions and rules and regulations thereto.


 


2.44.         “Share”
means an ordinary share, nominal value NIS 0.01 each (including any new, additional or different stock or securities resulting
from any change in corporate capitalization as listed in Section 4.3).


 


2.45.         “Share
Appreciation Right” or “SAR” means an Award, granted as a Freestanding SAR or in connection with a
related Option as a Tandem SAR, designated as an SAR, pursuant to the terms of Article VII.


 


2.46.         “Subject
Person” has the meaning provided in Section 2.10.


 




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2.47.         “Subplan”
means additional incentive compensation plans as may be established by the Board within the parameters and in accordance with the
overall terms and provisions of the Plan as may be needed to facilitate local administration of the Plan in any jurisdiction in
which the Company or an Affiliate operate in and to conform the Plan to the legal requirements of any such jurisdiction or to allow
for favorable tax treatment under any applicable provision of tax law, including, without limitation, Appendix A – Israel,
Appendix B – United States, enclosed hereto and other appendices that may be enclosed to this Plan.


 


2.48.         “Subsidiary”
means any present or future corporation which is or would be a subsidiary of the Company as determined by the Committee.


 


2.49.         “Substitute
Awards” means Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, options
or other awards previously granted, or the right or obligation to grant future options or other awards, by a company acquired by
the Company and/or an Affiliate or with which the Company and/or an Affiliate combines, or otherwise in connection with any merger,
consolidation, acquisition of property or stock, or reorganization involving the Company or an Affiliate.


 


2.50.         “Tandem
SAR” means an SAR that is granted in connection with a related Option pursuant to Article VII.


 


2.51.         “Termination”
means the termination of the applicable Participant’s employment with, or performance of services for, the Company or any
Affiliate under any circumstances, including, without limitation, termination by resignation, discharge, death, disability, and
retirement. Unless otherwise determined by the Committee, a Termination shall not be considered to have occurred in the case of:
(i) sick leave; (ii) military leave; (iii) any other bona fide leave of absence approved by the Committee; (iv) changes
in status from Director to advisory director; (v) transfers between locations of the Company or between or among the Company and/or
an Affiliate or Affiliates, including, whenever there was a termination of employment or service of Participant and simultaneous
reemployment (or commencement of service or employment) or continuing employment or service of a Participant by the Company or
any Affiliate; or (vi) if so determined by the Committee, any change in status between service as an Employee, Director or Consultant
if such individual continues to perform bona fide services for the Company or an Affiliate. A Participant employed
by, or performing services for, an Affiliate or a division of the Company or of an Affiliate shall be deemed to incur a Termination
if, as a result of a Disaffiliation, such Affiliate or division ceases to be an Affiliate or such a division, as the case may be,
and the Participant does not immediately thereafter become an employee of, or service provider for, the Company or another Affiliate.
The Committee shall have sole discretion to determine whether and to what extent the vesting of any Awards shall be tolled during
any paid or unpaid leave of absence; provided, however, that, in the absence of such determination, vesting for all
Awards shall be tolled during any such unpaid leave (but not for a paid leave).


 


2.52.         “Voting
Securities” shall mean, with respect to any Person that is a corporation, all outstanding voting securities of such Person
entitled to vote generally in the election of the board of directors of such Person.


 




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ARTICLE
III.

ADMINISTRATION


 


3.1.          General.
The Committee shall have exclusive authority to operate, manage and administer the Plan including but not limited to authorizing
and administering Subplans all in accordance with its terms and conditions. Notwithstanding the foregoing, in its absolute discretion,
the Board may at any time and from time to time exercise any and all rights, duties and responsibilities of the Committee under
the Plan, including establishing procedures to be followed by the Committee, but excluding matters which under any applicable law,
regulation or rule, including any exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3), are required to be
determined in the sole discretion of the Committee. If and to the extent that the Committee may not operate in respect of any matter
pursuant to Applicable Law, does not exist or cannot function, the Board may take any action under the Plan that would otherwise
be the responsibility of the Committee, subject to the limitations set forth in the immediately preceding sentence. Accordingly,
in any such case described in the immediately preceding sentence, any reference to the “Committee” shall also refer
to the Board.


 


3.2.          Committee.
The members of the Committee shall be appointed from time to time by, and shall serve at the discretion of, the Board of Directors.


 


3.3.          Authority
of the Committee. The Committee shall have full discretionary authority to grant or, when so restricted by applicable law,
recommend the Board to grant, pursuant to the terms of the Plan, Awards to those individuals who are eligible to receive Awards
under the Plan. Except as limited by law or by the Articles of Association of the Company, and subject to the provisions herein,
the Committee shall have full power, in accordance with the other terms and provisions of the Plan, to:


 


(a)          select
Employees, Non-Employee Directors and Consultants who may receive Awards under the Plan and become Participants;


 


(b)          determine
eligibility for participation in the Plan and decide all questions concerning eligibility for, and the amount of, Awards under
the Plan;


 


(c)          determine
the sizes and types of Awards;


 


(d)          determine
the terms and conditions of Awards, including the Option Prices of Options and the Grant Prices of SARs;


 


(e)          grant
Awards as an alternative to, or as the form of payment for grants or rights earned or payable under, other bonus or compensation
plans, arrangements or policies of the Company or an Affiliate;


 


(f)          grant
Substitute Awards on such terms and conditions as the Committee may prescribe;


 




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(g)          make
all determinations under the Plan concerning Termination of any Participant’s employment or service with the Company or an
Affiliate, including whether such Termination occurs by reason of cause, disability, retirement or in connection with a Change
of Control and whether a leave constitutes a Termination;


 


(h)          determine
whether a Change of Control shall have occurred;


 


(i)          construe
and interpret the Plan and any agreement or instrument entered into under the Plan, including any Subplan and Award Agreement;


 


(j)          establish
and administer any terms, conditions, restrictions, limitations, forfeiture, vesting or exercise schedule, and other provisions
of or relating to any Award;


 


(k)          establish
and administer any performance goals in connection with any Awards, including performance criteria and applicable performance periods,
determine the extent to which any performance goals and/or other terms and conditions of an Award are attained or are not attained;


 


(l)          construe
any ambiguous provisions, correct any defects, supply any omissions and reconcile any inconsistencies in the Plan, Subplan and/or
any Award Agreement or any other instrument relating to any Awards;


 


(m)          establish,
adopt, amend, waive and/or rescind rules, regulations, procedures, guidelines, forms and/or instruments for the Plan’s operation
or administration;


 


(n)          make
all valuation determinations relating to Awards and the payment or settlement thereof;


 


(o)          grant
waivers of terms, conditions, restrictions and limitations under the Plan or applicable to any Award, or accelerate the vesting
or exercisability of any Award;


 


(p)          subject
to the provisions of Article XV, amend or adjust the terms and conditions of any outstanding Award and/or adjust the number and/or
class of shares subject to any outstanding Award;


 


(q)          at
any time and from time to time after the granting of an Award, specify such additional terms, conditions and restrictions with
respect to such Award as may be deemed necessary or appropriate to ensure or facilitate compliance with any and all applicable
laws or rules, including terms, restrictions and conditions for compliance with applicable securities laws or listing rules, methods
of withholding or providing for the payment of required taxes and restrictions regarding a Participant’s ability to exercise
Options through a cashless (broker-assisted) exercise or to achieve favorable tax treatment for the Participant and/or the Company;


 


(r)          offer
to buy out an Award previously granted, based on such terms and conditions as the Committee shall establish with and communicate
to the Participant at the time such offer is made;


 


(s)          determine
whether, and to what extent and under what circumstances Awards may be settled in cash, Shares or other property or canceled or
suspended;


 




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(t)          establish
any “blackout” period that the Committee in its sole discretion deems necessary or advisable; and


 


(u)          exercise
all such other authorities, take all such other actions and make all such other determinations as it deems necessary or advisable
for the proper operation and/or administration of the Plan.


 


3.4.          Award
Agreements. The Committee shall, subject to applicable laws and rules, determine the date an Award is granted. Each Award shall
be evidenced by an Award Agreement; however, two or more Awards granted to a single Participant may be combined in a single
Award Agreement. Unless required by Applicable Law, an Award Agreement shall not be a precondition to the granting of an Award;
provided, however, that (a) the Committee may, but need not, require as a condition to any Award Agreement’s
effectiveness, that such Award Agreement be executed on behalf of the Company and/or by the Participant to whom the Award evidenced
thereby shall have been granted (including by electronic signature or other electronic indication of acceptance), and such executed
Award Agreement be delivered to the Company, and (b) no person shall have any rights under any Award unless and until the Participant
to whom such Award shall have been granted has complied with the applicable terms and conditions of the Award. The Committee shall
prescribe the form of all Award Agreements, and, subject to the terms and conditions of the Plan, shall determine the content of
all Award Agreements. Any Award Agreement may be supplemented or amended in writing from time to time as approved by the Committee;
provided that the terms and conditions of any such Award Agreement as supplemented or amended are not inconsistent with
the provisions of the Plan. In the event of any dispute or discrepancy concerning the terms of an Award, the records of the Committee
or its designee shall be determinative.


 


3.5.          Discretionary
Authority; Decisions Binding. The Committee shall have full discretionary authority in all matters related to the discharge
of its responsibilities and the exercise of its authority under the Plan. All determinations, decisions, actions and interpretations
by the Committee with respect to the Plan and any Award Agreement, and all related orders and resolutions of the Committee shall
be final, conclusive and binding on all Participants, the Company and its shareholders, any Affiliate and all persons having or
claiming to have any right or interest in or under the Plan and/or any Award Agreement. The Committee shall consider such factors
as it deems relevant to making or taking such decisions, determinations, actions and interpretations, including the recommendations
or advice of any Director or officer or employee of the Company, any director, officer or employee of an Affiliate and such attorneys,
consultants and accountants as the Committee may select in its sole and absolute discretion.


 


3.6.          Attorneys;
Consultants. The Committee may consult with counsel who may be counsel to the Company. The Committee may, with the approval
of the Board, employ such other attorneys and/or consultants, accountants, appraisers, brokers, agents and other persons, any of
whom may be an Employee, as the Committee deems necessary or appropriate. The Committee, the Company and its officers and Directors
shall be entitled to rely upon the advice, opinions or valuations of any such persons. The Committee shall not incur any liability
for any action taken in good faith in reliance upon the advice of such counsel or other persons.


 




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3.7.          Delegation
of Administration. Except to the extent prohibited or restricted by applicable law, including any applicable exemptive rule
under Section 16 of the Exchange Act (including Rule 16b-3), or the applicable rules of a stock exchange, the Committee may, in
its discretion, allocate all or any portion of its responsibilities and powers under this Article III to any one or more of its
members and/or delegate all or any part of its responsibilities and powers under this Article III to any person or persons selected
by it; provided, however, that the Committee may not delegate its authority to correct defects, omissions or inconsistencies
in the Plan. Any such authority delegated or allocated by the Committee under this Section 3.7 shall be exercised in accordance
with the terms and conditions of the Plan and any rules, regulations or administrative guidelines that may from time to time be
established by the Committee, and any such allocation or delegation may be revoked by the Committee at any time.


 


ARTICLE
IV.

SHARES SUBJECT TO THE PLAN


 


4.1.          Number
of Shares Available for Issuance. The shares subject to Awards granted under the Plan shall be Ordinary Shares. Such Shares
subject to the Plan may be authorized and unissued shares (which will not be subject to preemptive rights), Shares held in treasury
by the Company, Shares purchased on the open market or by private purchase or any combination of the foregoing. Subject to adjustment
as provided in Section 4.3, the total number of Shares that may be issued pursuant to Awards under the Plan shall be the sum
of (i) 661,745 Shares; plus (ii) on January 1 of each calendar year during the term of the Plan a number of Shares equal
to the lesser of: (x) 1,965,930, (y) 3% of the total number of Shares outstanding on December 31 of the immediately preceding calendar
year, and (z) an amount determined by the Board; plus (iii) the number of Shares available for issuance under the Kornit
Digital Ltd. 2012 Share Incentive Plan and the 2004 Share Option Plan (collectively, the “Prior Plans”) as of
the Effective Date; plus (iv) the number of Shares available for issuance under the Prior Plans upon forfeiture of an award under
the Prior Plans, in accordance with the their terms. From and after the Effective Date, no further grants or awards shall be made
under the Prior Plans; however, grants or awards made under the Prior Plans before the Effective Date shall continue in
effect in accordance with their terms.


 


4.2.          Rules
for Calculating Shares Issued.


 


(a)          Shares
underlying Awards (or awards under the Prior Plans that are (x) forfeited (including any Shares subject to an Award (or any such
other award) that are repurchased by the Company due to failure to meet any applicable condition), cancelled, terminated or expire
unexercised, or (y) settled in cash in lieu of issuance of Shares shall be available for issuance pursuant to future Awards, to
the extent that such Shares are forfeited, repurchased or not issued under any such Award.


 


(b)          Any
Shares tendered to pay the Option Price of an Option or other purchase price of an Award (or the option price or other purchase
price of any option or other award under the Prior Plans), or withholding tax obligations with respect to an Award (or any awards
under the Prior Plans), shall be available for issuance pursuant to future Awards.


 




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(c)          If
any Shares subject to an Award (or any award under the Prior Plans) are not delivered to a Participant because (A) such Shares
are withheld to pay the Option Price or other purchase price of such Award (or any award under the Prior Plans), or withholding
tax obligations with respect to such Award (or other such award) or (B) a payment upon exercise of a Share Appreciation Right is
made in Shares, the number of Shares subject to the exercised or purchased portion of any such Award that are not delivered to
the Participant shall be available for issuance pursuant to future Awards.


 


(d)          Any
Shares delivered under the Plan upon exercise or satisfaction of Substitute Awards shall not reduce the Shares available for issuance
under the Plan.


 


4.3.          Adjustment
Provisions. Notwithstanding any other provisions of the Plan to the contrary, in the event of (a) any dividend (excluding
any ordinary dividend) or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, combination, repurchase or exchange
of Shares or other securities of the Company, issuance of warrants or other rights to acquire Shares or other securities of the
Company to all holders of the Company’s outstanding Shares, or other similar corporate transaction or event (including a
Change of Control) that affects the Shares, or (b) any unusual or nonrecurring events (including a Change of Control) affecting
the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or changes in applicable rules, rulings,
regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting
principles or law, such that in either case an adjustment is determined by the Committee in its sole discretion to be necessary
or appropriate, then subject to Applicable Law, the Committee shall make any such adjustments in such manner as it may deem equitable,
without obtaining Participants’ consent, including any or all of the following:


 


(i)          adjusting
any or all of (A) the number of Shares or other securities of the Company (or number and kind of other securities or other
property) that may be delivered in respect of Awards or with respect to which Awards may be granted under the Plan and (B) the
terms of any outstanding Award, including (1) the number of Shares or other securities of the Company (or number and kind
of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate, (2) the Option
Price or Grant Price with respect to any Award or (3) any applicable performance measures;


 


(ii)         providing
for a substitution or assumption of Awards, accelerating the exercisability of, lapse of restrictions (including any Period of
Restriction) on, or termination of, Awards or providing for a period of time for exercise prior to the occurrence of such event;
and


 




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(iii)        cancelling
any one or more outstanding Awards and causing to be paid to the holders thereof, in cash, Shares, other securities or other property,
or any combination thereof, the value of such Awards, if any, as determined by the Committee (which, if applicable, may be based
upon the price per Share received or to be received by other stockholders of the Company in such event, as the Committee shall
resolve), including, in the case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if any, of the
Fair Market Value (as of a date specified by the Committee) of the Shares subject to such Option or SAR over the aggregate Option
Price or Grant Price of such Option or SAR, respectively (it is being understood that, in such event, any Option or SAR having
a per share Option Price or Grant Price equal to, or in excess of, the Fair Market Value of a Share may be canceled and terminated
without any payment or consideration therefor);


 


provided, however, that in the
case of any “equity restructuring” (within the meaning of Financial Accounting Standards Board Accounting Standards
Codification Topic 718, Compensation — Stock Compensation (or any successor pronouncement)), the Committee shall make an
equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring. Any adjustments under this Section 4.3
shall be made in a manner that does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act,
to the extent applicable. Any actions or determinations of the Committee under this Section 4.3 need not be uniform as to all outstanding
Awards, nor treat all Participants identically. All determinations of the Committee as to adjustments, if any, under this Section
4.3 shall be conclusive and binding for all purposes.


 


4.4.          No
Limitation on Corporate Actions. The existence of the Plan and any Awards granted hereunder shall not affect in any way the
right or power of the Company or any Affiliate to make or authorize any adjustment, recapitalization, reorganization or other change
in its capital structure or business structure, any merger or consolidation, any issuance of debt, preferred or prior preference
stock ahead of or affecting the Shares, additional shares of capital stock or other securities or subscription rights thereto,
any dissolution or liquidation, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding.


 


ARTICLE
V.

ELIGIBILITY AND PARTICIPATION


 


5.1.          Eligibility.
Employees, Non-Employee Directors and Consultants shall be eligible to become Participants and receive Awards in accordance with
the terms and conditions of the Plan.


 


5.2.          Actual
Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select Participants from all eligible
Employees, Non-Employee Directors and Consultants and shall determine the nature and amount of each Award.


 


ARTICLE
VI.

SHARE OPTIONS


 


6.1.          Grant
of Options. Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number, and upon
such terms, and at any time and from time to time as shall be determined by the Committee. The Committee may grant an Option
or provide for the grant of an Option, either from time to time in the discretion of the Committee or automatically upon the occurrence
of specified events, including the achievement of performance goals, the satisfaction of an event or condition within the control
of the recipient of the Option or within the control of others.


 




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6.2.          Award
Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the maximum duration
of the Option, the number of Shares to which the Option pertains, the conditions upon which the Option shall become exercisable
and such other provisions as the Committee shall determine, which are not inconsistent with the terms of the Plan.


 


6.3.          Option
Price. The Option Price for each Option shall be determined by the Committee and set forth in the Award Agreement provided
that Substitute Awards or Awards granted in connection with an adjustment provided for in Section 4.3, in the form of share options,
shall have an Option Price per Share that is intended to maintain the economic value of the Award that was replaced or adjusted,
as determined by the Committee.


 


6.4.          Duration
of Options. Each Option granted to a Participant shall expire at such time as the Committee shall determine at the time of
grant and set forth in the Award Agreement.


 


6.5.          Exercise
of Options. Options shall be exercisable at such times and be subject to such restrictions and conditions as the Committee
shall in each instance determine and set forth in the Award Agreement, which need not be the same for each grant or for each Option
or Participant. The Committee, in its discretion, may allow a Participant to exercise an Option that has not otherwise become exercisable
pursuant to the applicable Award Agreement, in which case the Shares then issued shall be Restricted Shares having a Period of
Restriction analogous to the exercisability provisions of the Option. In the event that any portion of an exercisable Option is
scheduled to expire or terminate pursuant to the Plan or the applicable Award Agreement (other than due to Termination of Service
for Cause) and both (x) the date on which such portion of the Option is scheduled to expire or terminate falls during a Company
blackout trading period applicable to the Participant (whether such period is imposed at the election of the Company or is required
by applicable law to be imposed) and (y) the Option Price per Share of such portion of the Option is less than the Fair Market
Value of a Share, then on the date that such portion of the Option is scheduled to expire or terminate, such portion of the Option
(to the extent not previously exercised by the Participant) shall be automatically exercised on behalf of the Participant through
a “net exercise” (as described in Section 6.6(c)) and minimum withholding taxes due (if any) upon such automatic exercise
shall be satisfied by withholding of Shares (as described in Section 16.2(a)). The period of time over which a Nonqualified
Stock Option may be exercised shall be automatically extended if on the scheduled expiration date or termination date (other than
due to Termination of Service for Cause) of such Option the Participant’s exercise of such Option would violate an applicable
law (except under circumstances described in the preceding sentence); provided, however, that during such extended
exercise period the Option may only be exercised to the extent the Option was exercisable in accordance with its terms immediately
prior to such scheduled expiration date or termination date; provided further, however, that such extended
exercise period shall end not later than thirty (30) days after the exercise of such Option first would no longer violate such
law.


 




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6.6.          Payment.
Options shall be exercised by the delivery of a written notice of exercise to the Company, in a form specified or accepted by the
Committee, or by complying with any alternative exercise procedures that may be authorized by the Committee, setting forth the
number of Shares with respect to which the Option is to be exercised, accompanied by full payment for such Shares, which shall
include applicable taxes, if any, in accordance with Article XVI. The Option Price upon exercise of any Option shall be payable
to the Company in full by certified or bank check or such other instrument as the Committee may accept. If approved by the Committee,
and subject to any such terms, conditions and limitations as the Committee may prescribe and to the extent permitted by Applicable
Law, payment of the Option Price, in full or in part, may also be made as follows:


 


(a)          Payment
may be made in the form of unrestricted and unencumbered Shares (by actual delivery of such Shares or by attestation) already owned
by the Participant exercising such Option, or by such Participant and his or her spouse jointly (based on the Fair Market Value
of the Shares on the date the Option is exercised), provided that such already owned Shares must have been either previously
acquired by the Participant on the open market or held by the Participant for at least six (6) months at the time of exercise (or
meet any such other requirements as the Committee may determine are necessary in order to avoid an accounting earnings charge on
account of the use of such Shares to pay the Option Price).


 


(b)          Payment
may be made by delivering a properly executed exercise notice to the Company, together with a copy of irrevocable instructions
to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the Option Price, and, if requested,
the amount of any federal, state, local or non-United States withholding taxes.


 


(c)          Payment
may be made by a “net exercise” pursuant to which the Participant instructs the Company to withhold a number of Shares
otherwise deliverable to the Participant pursuant to the Option having an aggregate Fair Market Value on the date of exercise equal
to the product of: (i) the Option Price multiplied by (ii) the number of Shares in respect of which the Option shall have been
exercised.


 


(d)          Payment
may be made by any other method approved or accepted by the Committee in its discretion.


 


Subject to any governing
rules or regulations, as soon as practicable after receipt of a written notification of exercise and full payment in accordance
with the preceding provisions of this Section 6.6 and satisfaction of tax obligations in accordance with Article XVI, the Company
shall deliver to the Participant exercising an Option, in the Participant’s name, evidence of book entry Shares, or, upon
the Participant’s request, Share certificates, in an appropriate amount based upon the number of Shares purchased under the
Option, subject to Section 18.9. Unless otherwise determined by the Committee, all payments under all of the methods described
above shall be paid in United States dollars.


 




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6.7.          Rights
as a Shareholder. No Participant or other person shall become the beneficial owner of any Shares subject to an Option, nor
have any rights to dividends or other rights of a shareholder with respect to any such Shares, until the Participant has actually
received such Shares following exercise of his or her Option in accordance with the provisions of the Plan and the applicable Award
Agreement.


 


6.8.          Termination
of Service. Except as otherwise provided by Section 6.5 or in the applicable Award Agreement, an Option may be exercised only
to the extent that it is then exercisable, and if at all times during the period beginning with the date of granting of such Option
and ending on the date of exercise of such Option the Participant is an Employee, Non-Employee Director or Consultant, and shall
terminate immediately upon a Termination of Service of the Participant. An Option shall cease to become exercisable upon a Termination
of Service of the holder thereof. Notwithstanding the foregoing provisions of this Section 6.8 to the contrary, the Committee may
determine in its discretion that an Option may be exercised following any such Termination of Service, whether or not exercisable
at the time of such Termination of Service; provided, however, that in no event may an Option be exercised after
the expiration date of such Option specified in the applicable Award Agreement, except as otherwise provided by Section 6.5.


 


ARTICLE
VII.

SHARE APPRECIATION RIGHTS


 


7.1.          Grant
of SARs. Subject to the terms and conditions of the Plan, SARs may be granted to Participants at any time and from time to
time as shall be determined by the Committee. The Committee may grant an SAR (a) in connection and simultaneously with the grant
of an Option (a Tandem SAR) or (b) independent of, and unrelated to, an Option (a Freestanding SAR). The Committee shall have complete
discretion in determining the number of Shares to which an SAR pertains (subject to Article IV) and, consistent with the provisions
of the Plan, in determining the terms and conditions pertaining to any SAR.


 


7.2.          Grant
Price. The Grant Price for each SAR shall be determined by the Committee and set forth in the Award Agreement. The Grant Price
of a Tandem SAR shall be equal to the Option Price of the related Option.


 


7.3.          Exercise
of Tandem SARs. Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender
of the right to exercise the equivalent portion of the related Option. A Tandem SAR shall be exercisable only when and to the extent
the related Option is exercisable and may be exercised only with respect to the Shares for which the related Option is then exercisable.
A Tandem SAR shall entitle a Participant to elect, in the manner set forth in the Plan and the applicable Award Agreement, in lieu
of exercising his or her unexercised related Option for all or a portion of the Shares for which such Option is then exercisable
pursuant to its terms, to surrender such Option to the Company with respect to any or all of such Shares and to receive from the
Company in exchange therefor a payment described in Section 7.7. An Option with respect to which a Participant has elected to exercise
a Tandem SAR shall, to the extent of the Shares covered by such exercise, be canceled automatically and surrendered to the Company.
Such Option shall thereafter remain exercisable according to its terms only with respect to the number of Shares as to which it
would otherwise be exercisable, less the number of Shares with respect to which such Tandem SAR has been so exercised.


 




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7.4.          Exercise
of Freestanding SARs. Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion,
in accordance with the Plan, determines and sets forth in the Award Agreement. An Agreement may provide that the period of time
over which a Freestanding SAR may be exercised shall automatically be extended if on the scheduled expiration date of such SAR
the Participant’s exercise of such SAR would violate an applicable law; provided, however, that during such
extended exercise period the SAR may only be exercised to the extent the SAR was exercisable in accordance with its terms immediately
prior to such scheduled expiration date; provided further, however, that such extended exercise period shall
end not later than thirty (30) days after the exercise of such SAR first would no longer violate such law.


 


7.5.          Award
Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall specify the number of Shares to which the SAR
pertains, the Grant Price, the term of the SAR, and such other terms and conditions as the Committee shall determine in accordance
with the Plan.


 


7.6.          Term
of SARs. The term of an SAR granted under the Plan shall be determined by the Committee and set forth in the Award Agreement;
provided, however, that the term of any Tandem SAR shall be the same as the related Option.


 


7.7.          Payment
of SAR Amount. An election to exercise SARs shall be deemed to have been made on the date of Notice of such election to the
Company. Upon exercise of an SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by
multiplying:


 


(a)          The
excess of the Fair Market Value of a Share on the date of exercise over the Grant Price of the SAR; by


 


(b)          The
number of Shares with respect to which the SAR is exercised.


 


Notwithstanding
the foregoing provisions of this Section 7.7 to the contrary, the Committee may establish and set forth in the applicable Award
Agreement a maximum amount per Share that will be payable upon the exercise of an SAR. At the discretion of the Committee, such
payment upon exercise of an SAR shall be in cash, in Shares of equivalent Fair Market Value, or in some combination thereof.


 


7.8.          Rights
as a Shareholder. A Participant receiving an SAR shall have the rights of a Shareholder only as to Shares, if any, actually
issued to such Participant upon satisfaction or achievement of the terms and conditions of the Award, and in accordance with the
provisions of the Plan and the applicable Award Agreement, and not with respect to Shares to which such Award relates but which
are not actually issued to such Participant.


 




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7.9.          Termination
of Service. Except as otherwise provided by Section 6.5 (in the case of Tandem SARs) or in Section 7.4 (in the case of Freestanding
SARs) or in the applicable Award Agreement, an SAR may be exercised only to the extent that it is then exercisable, and if at all
times during the period beginning with the date of granting of such SAR and ending on the date of exercise of such SAR the Participant
is an Employee, Non-Employee Director or Consultant, and shall terminate immediately upon a Termination of Service of the Participant.
A SAR shall cease to become exercisable upon a Termination of Service of the holder thereof. Notwithstanding the foregoing provisions
of this Section 7.9 to the contrary, the Committee may determine in its discretion that a SAR may be exercised following any such
Termination of Service, whether or not exercisable at the time of such Termination of Service; provided, however,
that in no event may a SAR be exercised after the expiration date of such SAR specified in the applicable Award Agreement, except
as provided in Section 6.5 (in the case of Tandem SARs) or in Section 7.4 (in the case of Freestanding SARs).


 


ARTICLE
VIII.

RESTRICTED SHARES AND RESTRICTED SHARE UNITS


 


8.1.          Awards
of Restricted Shares and Restricted Share Units. Subject to the terms and provisions of the Plan, the Committee, at any time
and from time to time, may grant Restricted Shares and/or Restricted Share Units to Participants in such amounts as the Committee
shall determine. Awards of Restricted Shares may be made with or without the requirement of a cash payment from the Participant
to whom such Award is made in exchange for, or as a condition precedent to, the completion of such Award and the issuance of Restricted
Shares, and any such required cash payment shall be set forth in the applicable Award Agreement. Subject to the terms and conditions
of this Article VIII and the Award Agreement, upon delivery of Restricted Shares to a Participant, or creation of a book entry
evidencing a Participant’s ownership of Restricted Shares, pursuant to Section 8.6, the Participant shall have all of the
rights of a shareholder with respect to such Shares, subject to the terms and restrictions set forth in this Article VIII or the
applicable Award Agreement or as determined by the Committee.


 


8.2.          Award
Agreement. Each Restricted Share and/or Restricted Share Unit Award shall be evidenced by an Award Agreement that shall specify
the Period of Restriction, the number of Restricted Shares or the number of Restricted Share Units granted, and such other provisions
as the Committee shall determine in accordance with the Plan.


 


8.3.          Nontransferability
of Restricted Shares. Except as provided in this Article VIII, Restricted Shares may not be sold, transferred, pledged, assigned,
encumbered, alienated, hypothecated or otherwise disposed of until the end of the applicable Period of Restriction established
by the Committee and specified in the Restricted Share Award Agreement.


 


8.4.          Period
of Restriction and Other Restrictions. The Period of Restriction applicable to an Award of Restricted Shares or Restricted
Share Units shall lapse based on a Participant’s continuing service or employment with the Company or an Affiliate, the achievement
of performance goals, the satisfaction of other conditions or restrictions or upon the occurrence of other events, in each case,
as determined by the Committee, at its discretion, and stated in the Award Agreement.


 




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8.5.          Delivery
of Shares and Settlement of Restricted Share Units. Upon the expiration of the Period of Restriction with respect to any Restricted
Shares, the restrictions set forth in the applicable Award Agreement shall be of no further force or effect with respect to such
Shares, except as set forth in such Award Agreement. If applicable share certificates are held by the Secretary of the Company
or an escrow holder, upon such expiration, the Company shall deliver to the Participant, his or her beneficiary or trustee (as
applicable), without charge, the share certificate evidencing the Restricted Shares that have not then been forfeited and with
respect to which the Period of Restriction has expired. Unless otherwise provided by the Committee in an Award Agreement, upon
the expiration of the Period of Restriction with respect to any outstanding Restricted Share Units, the Company shall deliver to
the Participant, or his beneficiary or trustee (as applicable), without charge, one Share for each such outstanding Restricted
Share Unit; provided, however, that the Committee may, in its discretion, elect to (i) pay cash or part cash
and part Shares in lieu of delivering only Shares in respect of such Restricted Share Units or (ii) defer the delivery of
Shares beyond the expiration of the Period of Restriction. If a cash payment is made in lieu of delivering Shares, the amount of
such payment shall be equal to the Fair Market Value of such Shares as of the date on which the Period of Restriction lapsed with
respect to such Restricted Share Units, less applicable tax withholdings in accordance with Article XVI.


 


8.6.          Forms
of Restricted Share Awards. Each Participant who receives an Award of Restricted Shares shall be issued a share certificate
or certificates evidencing the Shares covered by such Award registered in the name of such Participant or its trustee (as the case
may be), which certificate or certificates shall bear an appropriate legend, and, if the Committee determines that the Restricted
Shares shall be held by the Company or in escrow rather than delivered to the Participant or its trustee pending expiration of
the Period of Restriction, the Committee may require the Participant to additionally execute and deliver to the Company: (i) an
escrow agreement satisfactory to the Committee, if applicable, and (ii) an appropriate share transfer deed (endorsed in blank)
with respect to such Restricted Shares. The Committee may require a Participant who receives a certificate or certificates evidencing
a Restricted Share Award to immediately deposit such certificate or certificates, together with a stock power or other appropriate
instrument of transfer, endorsed in blank by the Participant, with signatures guaranteed in accordance with the Exchange Act if
required by the Committee, with the Secretary of the Company or an escrow holder as provided in the immediately following sentence.
The Secretary of the Company or such escrow holder as the Committee may appoint shall retain physical custody of each certificate
representing a Restricted Share Award until the Period of Restriction and any other restrictions imposed by the Committee or under
the Award Agreement with respect to the Shares evidenced by such certificate expire or shall have been removed. The foregoing to
the contrary notwithstanding, the Committee may, in its discretion, provide that a Participant’s ownership of Restricted
Shares prior to the lapse of the Period of Restriction or any other applicable restrictions shall, in lieu of such certificates,
be evidenced by a “book entry” (i.e., a computerized or manual entry) in the records of the Company or its designated
agent in the name of the Participant or its trustee (as the case may be) who has received such Award. Such records of the Company
or such agent shall, absent manifest error, be binding on all Participants who receive Restricted Share Awards evidenced in such
manner. The holding of Restricted Shares by the Company or such an escrow holder, or the use of book entries to evidence the ownership
of Restricted Shares, in accordance with this Section 8.6, shall not affect the rights of Participants as owners or beneficial
owners of the Restricted Shares awarded to them, nor affect the restrictions applicable to such Shares under the Award Agreement
or the Plan, including the Period of Restriction.


 




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8.7.          Rights
as a Shareholder.


 


(a)          Restricted
Shares. Participants holding Restricted Shares shall have all rights of a shareholder as to such Shares immediately upon issuance
of such Shares, subject to the terms and conditions of the Plan, the applicable Award Agreement and the Company’s Articles
of Association; provided, however, that during the Period of Restriction, the Committee may apply any restrictions
to any cash dividends otherwise payable with respect to such Shares while they are so held as the Committee deems appropriate.
Except as set forth in the Award Agreement and subject to Applicable Law, in the event of (A) any adjustment as provided in Section
4.3, or (B) any shares or securities are received as a dividend, or an extraordinary dividend is paid in cash, on Restricted Shares,
any new or additional Shares or securities or any extraordinary dividends paid in cash received by a recipient of Restricted Shares
shall be subject to the same terms and conditions, including the Period of Restriction, as it relates to the original Restricted
Shares.


 


(b) Restricted Share Units.
A Participant receiving Restricted Share Units shall have the rights of a shareholder only as to Shares, if any, actually issued
to such Participant upon expiration of the Period of Restriction and satisfaction or achievement of the terms and conditions of
the Award, and in accordance with the provisions of the Plan and the applicable Award Agreement, and not with respect to Shares
to which such Award relates but which are not actually issued to such Participant.


 


8.8           Termination
of Service. Except as otherwise provided in this Section 8.8, during the Period of Restriction, any Restricted Share Units
and/or Restricted Stock held by a Participant or its trustee (as applicable) that are subject to such Period of Restriction shall
be forfeited and revert to the Company (or, if Restricted Shares were sold to the Participant, the Participant shall be required
to resell such Shares to the Company at cost) upon the Participant’s Termination or the failure to meet or satisfy any applicable
performance goals, vesting terms or other terms, conditions and restrictions to the extent set forth in the applicable Award Agreement.
Each applicable Award Agreement shall set forth the extent to which, if any, the Participant shall have the right to retain Restricted
Share Units and/or Restricted Shares, then subject to the Period of Restriction, following such Participant’s Termination.
Such provisions shall be determined in the sole discretion of the Committee, shall be included in the applicable Award Agreement,
need not be uniform among all such Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for, or
circumstances of, such Termination.


 


ARTICLE
IX.

OTHER SHARE-BASED AWARDS


 


9.1.          Other
Share-Based Awards. The Committee may grant types of equity-based or equity-related Awards not otherwise described by the terms
of the Plan (including the grant or offer for sale of unrestricted Shares), in such amounts and subject to such terms and conditions,
as the Committee shall determine. Such Other Share-Based Awards may involve the transfer of actual Shares to Participants, or payment
in cash or otherwise of amounts based on the value of Shares. The terms and conditions of such Awards shall be consistent with
the Plan and set forth in the Award Agreement and need not be uniform among all such Awards or all Participants receiving such
Awards.


 




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9.2.          Value
of Other Share-Based Awards. Each Other Share-Based Award shall be expressed in terms of Shares or units based on Shares, as
determined by the Committee. The Committee may establish performance goals in its discretion, and any such performance goals shall
be set forth in the applicable Award Agreement. If the Committee exercises its discretion to establish performance goals, the number
and/or value of Other Share-Based Awards that will be paid out to the Participant will depend on the extent to which such performance
goals are met.


 


9.3.          Payment
of Other Share-Based Awards. Payment, if any, with respect to an Other Share-Based Award shall be made in accordance with the
terms of the Award, as set forth in the Award Agreement, in cash, Shares or a combination of cash and Shares, as the Committee
determines.


 


9.4.          Rights
as a Shareholder. A Participant receiving an Other Share-Based Award shall have the rights of a shareholder only as to Shares,
if any, actually issued to such Participant upon satisfaction or achievement of the terms and conditions of the Award, and in accordance
with the provisions of the Plan and the applicable Award Agreement, and not with respect to Shares to which such Award relates
but which are not actually issued to such Participant.


 


9.5.          Termination
of Service. The Committee shall determine the extent to which the Participant shall have the right to receive Other Share-Based
Awards following the Participant’s Termination. Such provisions shall be determined in the sole discretion of the Committee,
such provisions may be included in the applicable Award Agreement, but need not be uniform among all Other Share-Based Awards issued
pursuant to the Plan, and may reflect distinctions based on the reasons for Termination.


 


ARTICLE
X.

DIVIDEND EQUIVALENTS


 


Unless otherwise provided
by the Committee, no adjustment shall be made in the Shares issuable or taken into account under Awards on account of cash dividends
that may be paid or other rights that may be issued to the holders of Shares prior to issuance of such Shares under such Award.
The Committee may grant Dividend Equivalents based on the dividends declared on Shares that are subject to any Award, including
any Award the payment or settlement of which is deferred pursuant to Section 18.5. Any Award of Dividend Equivalents may be credited
as of the dividend payment dates, during the period between the grant date of the Award and the date the Award becomes payable
or terminates or expires, as determined by the Committee. Dividend Equivalents may be subject to any limitations and/or restrictions
determined by the Committee. Dividend Equivalents shall be converted to cash or additional Shares by such formula and at such time,
and shall be paid at such times, as may be determined by the Committee.


 




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ARTICLE
XI.

CASH-BASED AWARDS


 


11.1.          Grant
of Cash-Based Awards. Subject to the terms of the Plan, Cash-Based Awards may be granted to Participants in such amounts
and upon such terms, and at any time and from time to time, as shall be determined by the Committee, in accordance with the Plan.
A Cash-Based Award entitles the Participant who receives such Award to receive a payment in cash upon the attainment of applicable
performance goals for the applicable performance period, and/or satisfaction of other terms and conditions, in each case determined
by the Committee, and which shall be set forth in the Award Agreement. The terms and conditions of such Awards shall be consistent
with the Plan and set forth in the Award Agreement and need not be uniform among all such Awards or all Participants receiving
such Awards.


 


11.2.          Earning
and Payment of Cash-Based Awards. Cash-Based Awards shall become earned, in whole or in part, based upon the attainment of
performance goals specified by the Committee and/or the occurrence of any event or events and/or satisfaction of such terms and
conditions, including a Change of Control, as the Committee shall determine, either at or after the Grant Date. The Committee shall
determine the extent to which any applicable performance goals and/or other terms and conditions of a Cash-Based Award are attained
or not attained following conclusion of the applicable performance period. The Committee may, in its discretion, waive any such
performance goals and/or other terms and conditions relating to any such Award. Payment of earned Cash-Based Awards shall be as
determined by the Committee and set forth in the Award Agreement.


 


11.3.          Termination
of Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain a Cash-Based
Award following such Participant’s Termination. Such provisions shall be determined in the sole discretion of the Committee,
shall be included in the applicable Award Agreement, need not be uniform among all such Awards issued pursuant to the Plan, and
may reflect distinctions based on the reasons for Termination.


 




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ARTICLE
XII.

TRANSFERABILITY OF AWARDS; BENEFICIARY DESIGNATION


 


12.1.          Transferability
of Awards. Except as otherwise provided in Section 8.6 or Section 12.2 or a Participant’s Award Agreement or otherwise
determined at any time by the Committee, no Award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will or by the laws of descent and distribution; provided that the Committee may
permit further transferability, on a general or a specific basis, and may impose conditions and limitations on any permitted transferability,
subject to any applicable Period of Restriction. Further, except as otherwise provided in a Participant’s Award Agreement
or otherwise determined at any time by the Committee, or unless the Committee decides to permit further transferability, subject
to any applicable Period of Restriction, all Awards granted to a Participant under the Plan, and all rights with respect to such
Awards, shall be exercisable or available during his or her lifetime only by or to such Participant. With respect to those Awards,
if any, that are permitted to be transferred to another Person, references in the Plan to exercise or payment related to such Awards
by or to the Participant shall be deemed to include, as determined by the Committee, the Participant’s permitted transferee.
In the event any Award is exercised by or otherwise paid to the executors, administrators, heirs or distributees of the estate
of a deceased Participant, or such a Participant’s beneficiary, or the transferee of an Award, in any such case, pursuant
to the terms and conditions of the Plan and the applicable Agreement and in accordance with such terms and conditions as may be
specified from time to time by the Committee, the Company shall be under no obligation to issue Shares thereunder unless and until
the Company is satisfied, as determined in the discretion of the Committee, that the person or persons exercising such Award, or
to receive such payment, are the duly appointed legal representative of the deceased Participant’s estate or the proper legatees
or distributees thereof or the named beneficiary of such Participant, or the valid transferee of such Award, as applicable. Any
purported assignment, transfer or encumbrance of an Award that does not comply with this Section 12.1 shall be void and unenforceable
against the Company.


 


12.2.          Beneficiary
Designation. Each Participant may, from time to time, name any beneficiary or beneficiaries who shall be permitted to exercise
his or her Option or SAR or to whom any benefit under the Plan is to be paid in case of the Participant’s death before he
or she fully exercises his or her Option or SAR or receives any or all of such benefit. Each such designation shall revoke
all prior designations by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed
by the Participant in writing with the Company during the Participant’s lifetime. In the absence of any such beneficiary
designation, a Participant’s unexercised Option or SAR, or amounts due but remaining unpaid to such Participant, at the Participant’s
death, shall be exercised or paid as designated by the Participant by will or by the laws of descent and distribution.


 


ARTICLE
XIII.

RIGHTS OF PARTICIPANTS


 


13.1.          Rights
or Claims. No person shall have any rights or claims under the Plan except in accordance with the provisions of the Plan and
any applicable Award Agreement. The liability of the Company and any Affiliate under the Plan is limited to the obligations expressly
set forth in the Plan, and no term or provision of the Plan may be construed to impose any further or additional duties, obligations,
or costs on the Company or any Affiliate thereof or the Board or the Committee not expressly set forth in the Plan. The grant of
an Award under the Plan shall not confer any rights upon the Participant holding such Award other than such terms, and subject
to such conditions, as are specified in the Plan as being applicable to such type of Award, or to all Awards, or as are expressly
set forth in the Award Agreement evidencing such Award. Without limiting the generality of the foregoing, neither the existence
of the Plan nor anything contained in the Plan or in any Award Agreement shall be deemed to:


 


(a)  Give any
Employee or Non-Employee Director the right to be retained in the service of the Company and/or an Affiliate, whether in any particular
position, at any particular rate of compensation, for any particular period of time or otherwise;


 




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(b)   Restrict
in any way the right of the Company and/or an Affiliate to terminate, change or modify any Employee’s employment or any Non-Employee
Director’s service as a Director at any time with or without cause;


 


(c)   Confer
on any Consultant any right of continued relationship with the Company and/or an Affiliate, or alter any relationship between them,
including any right of the Company or an Affiliate to terminate, change or modify its relationship with a Consultant;


 


(d)   Constitute
a contract of employment or service between the Company or any Affiliate and any Employee, Non-Employee Director or Consultant,
nor shall it constitute a right to remain in the employ or service of the Company or any Affiliate;


 


(e)   Give
any Employee, Non-Employee Director or Consultant the right to receive any bonus, whether payable in cash or in Shares, or in any
combination thereof, from the Company and/or an Affiliate, nor be construed as limiting in any way the right of the Company and/or
an Affiliate to determine, in its sole discretion, whether or not it shall pay any Employee, Non-Employee Director or Consultant
bonuses, and, if so paid, the amount thereof and the manner of such payment; or


 


(f)    Give
any Participant any rights whatsoever with respect to an Award except as specifically provided in the Plan and the Award Agreement.


 


13.2.          Adoption
of the Plan. The adoption of the Plan shall not be deemed to give any Employee, Non-Employee Director or Consultant
or any other individual any right to be selected as a Participant or to be granted an Award, or, having been so selected, to be
selected to receive a future Award.


 


13.3.          Vesting.
Notwithstanding any other provision of the Plan, a Participant’s right or entitlement to exercise or otherwise vest in any
Award not exercisable or vested at the time of grant shall only result from continued services as a Non-Employee Director or Consultant
or continued employment, as the case may be, with the Company or any Affiliate, and/or satisfaction of any other performance goals
or other conditions or restrictions applicable, by its terms, to such Award, except, in each such case, as the Committee may, in
its discretion, expressly determine otherwise.


 


13.4.          No
Effects on Benefits. Except as expressly provided otherwise, payments and other compensation received by a Participant under
an Award are not part of such Participant’s normal or expected compensation or salary for any purpose, including calculating
termination, indemnity, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement
benefits or similar payments under any laws, plans, contracts, arrangements or otherwise. No claim or entitlement to compensation
or damages arises from the termination of the Plan or diminution in value of any Award or Shares purchased or otherwise received
under the Plan.


 


13.5.          One
or More Types of Awards. A particular type of Award may be granted to a Participant either alone or in addition to other Awards
under the Plan.


 




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ARTICLE
XIV.

CHANGE OF CONTROL


 


14.1.       Treatment
of Outstanding Awards.


 


(a)          In
the event of a Change of Control, each outstanding Award shall be treated as the Committee determines, including, without limitation,
(i) that each Award be honored or assumed, or equivalent rights substituted therefor, by the New Employer or (ii) that all unvested
Awards will terminate upon the Change in Control. References to the Committee in this Section 14 are to the Committee as constituted
prior to the Change of Control.


 


(b)          Notwithstanding
any other provisions of the Plan to the contrary, in the event that the New Employer does not honor, assume or substitute for the
Award in such Change of Control (as described in Section 14.1(a)(i)) and the Committee does not terminate such Award (as described
in Section 14(a)(ii)): (1)(A) the Award shall become fully exercisable (as applicable), vested and nonforfeitable; (B) any Period
of Restriction applicable to the Award shall lapse; and (C) any target performance goals applicable to the Award shall be deemed
to have been attained at target (100%) (unless actual performance exceeds the target, in which case actual performance shall be
used) and any other terms and condition applicable to the award shall be deemed met; and (2) in the case of an Option or Share
Appreciation Right, the Committee will notify the applicable Participant that the Option or Share Appreciation Right will be exercisable
for a period of time determined by the Committee in its discretion, and the Option or Stock Appreciation Right will terminate upon
the expiration of such period.


 


(c)          For
the purposes of this Section 14, an Award shall be considered honored, assumed or substituted for if, following the Change of Control,
the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change of Control,
the consideration (whether stock, cash, or other securities or property) received in the Change of Control transaction by holders
of Shares for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that
if such consideration received in such transaction is not solely common equity of the New Employer, the Committee may, with the
consent of the New Employer, if applicable, provide for the consideration to be received upon the exercise or payment of an Award,
for each Share subject to such Award, to be solely common equity of the New Employer equal in fair market value, as determined
by the Committee, to the per share consideration received by holders of Shares in such transaction. Notwithstanding anything in
this Section 14 to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals
will not be considered honor, assumed or substituted for if the Company or its successor or the New Employer modifies any of such
performance goals without the Participant’s consent; provided, however, a modification to such performance
goals only to reflect any successor corporation’s post-Change of Control corporate structure will not be deemed to invalidate
an otherwise valid honoring, assumption or substitution.


 


14.2.          No
Implied Rights; Other Limitations. No Participant shall have any right to prevent the consummation of any of the acts described
in Section 4.3 or this Section 14 affecting the number of Shares available to, or other entitlement of, such Participant under
the Plan or such Participant’s Award. Any actions or determinations of the Committee under this Section 14 need not be uniform
as to all outstanding Awards, nor treat all Participants identically.


 




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ARTICLE
XV.

AMENDMENT, MODIFICATION, AND TERMINATION


 


15.1.          Amendment
and Termination of the Plan. The Board may, at any time and with or without prior notice, amend, alter, suspend or terminate
the Plan, retroactively or otherwise, but no such amendment, alteration, suspension or termination of the Plan shall be made which
would materially impair the previously accrued rights of any Participant with respect to a previously granted Award without such
Participant’s consent, except any such amendment made to comply with applicable law, tax rules, stock exchange rules or accounting
rules. In addition, no such amendment shall be made without the approval of the Company’s shareholders to the extent such
approval is required by any applicable law, tax rules, stock exchange rules or accounting rules (including as necessary to comply
with any rules or requirements of any securities exchange or inter-dealer quotation system on which the Shares may be listed or
quoted).


 


15.2.          Amendment
of Awards. Subject to the immediately following sentence, the Committee may, in its sole discretion, unilaterally amend or
alter the terms of any Award theretofore granted, including any Award Agreement, retroactively or otherwise, but no such amendment
shall be inconsistent with the terms and conditions of the Plan or materially impair the previously accrued rights of the Participant
to whom such Award was granted with respect to such Award without his or her consent, except such an amendment made to cause the
Plan or such Award to recognize differences in local law, tax policy, customs, stock exchange rules or accounting principles.


 


ARTICLE
XVI.

TAX WITHHOLDING AND OTHER TAX MATTERS


 


16.1.          Tax
Withholding. The Company and/or any Affiliate are authorized to withhold from any Award granted or payment due under the Plan
the amount of all taxes due in respect of such Award or payment and take any such other action as may be necessary or appropriate,
as determined by the Committee, to satisfy all obligations for the payment of such taxes. No later than the date as of which an
amount first becomes includible in the gross income or wages of a Participant for tax purposes with respect to any Award, such
Participant shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any taxes or
social security (or similar) contributions of any kind required by law to be withheld with respect to such amount. The obligations
of the Company under the Plan shall be conditional on such payment or satisfactory arrangements (as determined by the Committee
in its discretion), and the Company and the Subsidiaries and Affiliates shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment otherwise due to such Participant, whether or not under the Plan.


 




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16.2.       Withholding
or Tendering Shares. Without limiting the generality of Section 16.1, subject to compliance with Applicable Law, the Committee
may in its discretion permit a Participant to satisfy or arrange to satisfy, in whole or in part, the tax obligations incident
to an Award by: (a) electing to have the Company withhold Shares or other property otherwise deliverable to such Participant pursuant
to his or her Award (provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary
to satisfy required withholding obligations using the minimum statutory withholding rates for tax purposes, including payroll taxes,
that are applicable to such taxable income) and/or (b) tendering to the Company Shares owned by such Participant (or by such Participant
and his or her spouse jointly) and purchased or held for the requisite period of time as may be required to avoid the Company’s
or the Affiliates’ incurring an adverse accounting charge, based, in each case, on the Fair Market Value of the Shares on
the payment date as determined by the Committee. All such elections shall be irrevocable, made in writing, signed by the Participant,
and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate. The Committee
may establish such procedures as it deems appropriate, including making irrevocable elections, for settlement of withholding obligations
with Shares or otherwise.


 


16.3.       Restrictions.
The satisfaction of tax obligations pursuant to this Article XVI shall be subject to such restrictions as the Committee may impose,
including any restrictions required by Applicable Law or the rules and regulations of the SEC, and shall be construed consistent
with an intent to comply with any such Applicable Laws.


 


16.4.       No
Guarantee of Favorable Tax Treatment. The Company does not warrant that any Award under the Plan will qualify for favorable
tax treatment under any provision of any applicable law. The Company shall not be liable to any Participant for any tax, interest,
or penalties the Participant might owe as a result of the grant, holding, vesting, exercise, or payment of any Award under the
Plan.


 


ARTICLE
XVII.

LIMITS OF LIABILITY; INDEMNIFICATION


 


17.1.       Limits
of Liability.


 


(a)          Any
liability of the Company or an Affiliate to any Participant with respect to any Award shall be based solely upon contractual obligations
created by the Plan and the Award Agreement.


 


(b)          None
of the Company, any Affiliate, any member of the Board or the Committee or any other person participating in any determination
of any question under the Plan, or in the interpretation, administration or application of the Plan, shall have any liability,
in the absence of bad faith, to any party for any action taken or not taken in connection with the Plan, except as may expressly
be provided by statute.


 


(c)          Each
member of the Committee, while serving as such, shall be considered to be acting in his or her capacity as a director of the Company.
Members of the Board of Directors and members of the Committee acting under the Plan shall be fully protected in relying in good
faith upon the advice of counsel and shall incur no liability except for gross negligence or willful misconduct in the performance
of their duties.


 




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(d)          The
Company shall not be liable to a Participant or any other person as to: (i) the non-issuance of Shares as to which the Company
has been unable to obtain from any regulatory body having relevant jurisdiction the authority deemed by the Committee or the Company’s
counsel to be necessary to the lawful issuance and sale of any Shares hereunder, and (ii) any tax consequence expected, but not
realized, by any Participant or other person due to the receipt, exercise or settlement of any Option or other Award.


 


17.2.       Indemnification.
Subject to the requirements of applicable law, each individual who is or shall have been a member of the Committee or of the
Board, or an officer of the Company to whom authority was delegated in accordance with Article III, shall be indemnified and held
harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred
by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or
in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and
all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction
of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an
opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his
or her own behalf, unless such loss, cost, liability, or expense is a result of the individual’s own willful misconduct or
except as provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification
to which such individual may be entitled under the Company’s Articles of Association, as a matter of law, or otherwise,
or any power that the Company may have to indemnify or hold harmless such individual.


 


ARTICLE
XVIII.

MISCELLANEOUS


 


18.1.       Drafting
Context. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural. The words “Article,” “Section,”
and “paragraph” herein shall refer to provisions of the Plan, unless expressly indicated otherwise. The words “include,”
“includes,” and “including” herein shall be deemed to be followed by “without limitation” whether
or not they are in fact followed by such words or words of similar import, unless the context otherwise requires. The headings
and captions appearing herein are inserted only as a matter of convenience. They do not define, limit, construe, or describe the
scope or intent of the provisions of the Plan.


 




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18.2.          Forfeiture
/ Clawback. The Committee may, in its discretion, specify in an Award Agreement or a policy that will be deemed incorporated
into an Award Agreement by reference (regardless of whether such policy is established before or after the date of such Award Agreement),
that a Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation,
forfeiture, rescission or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting,
restrictions or performance conditions of an Award. Such events may include, but shall not be limited to, Termination with or without
cause, breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the Participant, or restatement
of the Company’s financial statements to reflect adverse results from those previously released financial statements, as
a consequence of errors, omissions, fraud, or misconduct.


 


18.3.          Severability.
In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had
not been included.


 


18.4.          Exercise
and Payment of Awards. An Award shall be deemed exercised or claimed when the Secretary of the Company or any other Company
official or other person designated by the Committee for such purpose receives appropriate written notice from a Participant, in
form acceptable to the Committee, together with payment of the applicable Option Price, Grant Price or other purchase price, if
any, and compliance with Article XVI, in accordance with the Plan and such Participant’s Award Agreement.


 


18.5.          Deferrals.
Subject to applicable law, the Committee may from time to time establish procedures pursuant to which a Participant may defer on
an elective or mandatory basis receipt of all or a portion of the cash or Shares subject to an Award on such terms and conditions
as the Committee shall determine, including those of any deferred compensation plan of the Company or any Affiliate specified by
the Committee for such purpose.


 


18.6.          Loans.
The Company may, in the discretion of the Committee, extend one or more loans to Participants in connection with the exercise or
receipt of an Award granted to any such Participant; provided, however, that the Company shall not extend loans to
any Participant if prohibited by Applicable Law or the rules of any stock exchange or quotation system on which the Company’s
securities are listed. The terms and conditions of any such loan shall be established by the Committee.


 


18.7.          No
Effect on Other Plans. Neither the adoption of the Plan nor anything contained herein shall affect any other compensation or
incentive plans or arrangements of the Company or any Affiliate, or prevent or limit the right of the Company or any Affiliate
to establish any other forms of incentives or compensation for their directors, officers, eligible employees or consultants or
grant or assume options or other rights otherwise than under the Plan.


 


18.8.          Section
16 of Exchange Act. The provisions and operation of the Plan are intended to ensure that no transaction under the Plan is subject
to (and not exempt from) the short-swing profit recovery rules of Section 16(b) of the Exchange Act. Unless otherwise stated in
the Award Agreement, notwithstanding any other provision of the Plan, any Award granted to an Insider shall be subject to any additional
limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3) that are requirements
for the application of such exemptive rule, and the Plan and the Award Agreement shall be deemed amended to the extent necessary
to conform to such limitations.


 




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18.9.       Requirements
of Law; Limitations on Awards.


 


(a)          The
granting of Awards and the issuance of Shares under the Plan shall be subject to all Applicable Laws and to such approvals by any
governmental agencies or national securities exchanges as may be required.


 


(b)          If
at any time the Committee shall determine, in its discretion, that the listing, registration and/or qualification of Shares upon
any securities exchange or under any law, or the consent or approval of any governmental regulatory body, is necessary or desirable
as a condition of, or in connection with, the sale or purchase of Shares hereunder, the Company shall have no obligation to allow
the grant, exercise or payment of any Award, or to issue or deliver evidence of title for Shares issued under the Plan, in whole
or in part, unless and until such listing, registration, qualification, consent and/or approval shall have been effected or obtained,
or otherwise provided for, free of any conditions not acceptable to the Committee.


 


(c)          If
at any time counsel to the Company shall be of the opinion that any sale or delivery of Shares pursuant to an Award is or may be
in the circumstances unlawful or result in the imposition of excise taxes on the Company or any Affiliate under the statutes, rules
or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or delivery, or to make any
application or to effect or to maintain any qualification or registration under the Securities Act, or otherwise with respect to
Shares or Awards and the right to exercise or payment of any Option or Award shall be suspended until, in the opinion of such counsel,
such sale or delivery shall be lawful or will not result in the imposition of excise taxes on the Company or any Affiliate.


 


(d)          Upon
termination of any period of suspension under this Section 18.9, any Award affected by such suspension which shall not then have
expired or terminated shall be reinstated as to all Shares available before such suspension and as to the Shares which would otherwise
have become available during the period of such suspension, but no suspension shall extend the term of any Award.


 


(e)          The
Committee may require each person receiving Shares in connection with any Award under the Plan to represent and agree with the
Company in writing that such person is acquiring such Shares for investment without a view to the distribution thereof, and/or
provide such other representations and agreements as the Committee may prescribe. The Committee, in its absolute discretion, may
impose such restrictions on the ownership and transferability of the Shares purchasable or otherwise receivable by any person under
any Award as it deems appropriate. Any such restrictions shall be set forth in the applicable Award Agreement, and the certificates
evidencing such shares may include any legend that the Committee deems appropriate to reflect any such restrictions.


 


(f)          An
Award and any Shares received upon the exercise or payment of an Award shall be subject to such other transfer and/or ownership
restrictions and/or legending requirements under the Company’s Articles of Association and/or as the Committee may establish
in its discretion and may be referred to on the certificates evidencing such Shares, including restrictions under applicable securities
laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under
any blue sky or state securities laws applicable to such Shares.


 




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18.10.         Participants
Deemed to Accept Plan. By accepting any benefit under the Plan, each Participant and each person claiming under or through
any such Participant shall be conclusively deemed to have indicated their acceptance and ratification of, and consent to, all of
the terms and conditions of the Plan and any action taken under the Plan by the Board, the Committee or the Company, in any case
in accordance with the terms and conditions of the Plan.


 


18.11.         Governing
Law. The Plan, all determinations made and actions taken pursuant hereto and, except as provided below or in an applicable
subplan, each Award Agreement to a Participant shall be governed by the laws of the State of Israel, excluding any conflicts or
choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of
another jurisdiction. Unless otherwise provided in the Award Agreement, Participants are deemed to submit to the exclusive jurisdiction
and venue of the competent courts of Tel-Aviv-Jaffa, Israel, to resolve any and all issues that may arise out of or relate to the
Plan or any related Award Agreement.


 


18.12.         Plan
Unfunded. The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make
any other segregation of assets to assure the issuance of Shares or the payment of cash upon exercise or payment of any Award.
Proceeds from the sale of Shares pursuant to Options or other Awards granted under the Plan shall constitute general funds of the
Company.


 


18.13.         Administration
Costs. The Company shall bear all costs and expenses incurred in administering the Plan, including expenses of issuing Shares
pursuant to any Options or other Awards granted hereunder.


 


18.14.         Uncertificated
Shares. To the extent that the Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of
such Shares may nevertheless be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules
of any stock exchange.


 


18.15.         No
Fractional Shares. An Option or other Award shall not be exercisable with respect to a fractional Share or the lesser of fifty
(50) shares or the full number of Shares then subject to the Option or other Award. No fractional Shares shall be issued upon the
exercise or payment of an Option or other Award and any such fractions shall be rounded to the nearest whole number.


 


18.16.         Right
of Offset. The Company and any Affiliate shall have the right to offset against the obligations to make payment or issue any
Shares to any Participant under the Plan, any outstanding amounts (including travel and entertainment advance balances, loans,
tax withholding amounts paid by the employer or amounts repayable to the Company or any Affiliate pursuant to tax equalization,
housing, automobile or other employee programs) such Participant then owes to the Company or any Affiliate and any amounts the
Committee otherwise deems appropriate pursuant to any tax equalization policy or agreement.


 




    	32



    	 



    

 


18.17.         Participants.
Notwithstanding any provision of the Plan to the contrary, in order to comply or facilitate compliance with the laws or practices,
avoid onerous regulatory filings or other compliance requirements, avoid tax consequences or achieve favorable tax treatment for
Participants, the Company or an Affiliate, in countries in which the Company and/or any Affiliate operates or has Employees, Non-Employee
Directors or Consultants, the Committee, in its sole discretion, shall have the power and authority to:


 


		(a)	Determine which Affiliates shall be covered by the
Plan;



 


		(b)	Determine which Employees, Non-Employee Directors and/or
Consultants are eligible to participate in the Plan;



 


		(c)	Grant Awards (including substitutes for Awards), and
modify the terms and conditions of any Awards, on such terms and conditions as the Committee determines necessary or appropriate
to permit participation in the Plan by individuals otherwise eligible to so participate, or otherwise to comply with applicable
laws or conform to applicable requirements or practices of the applicable jurisdictions;



 


		(d)	Establish Subplans or supplements to or alternative
versions of the Plan, Awards, or Award Agreements, or alternative methods of exercise, forms of payment or settlement, as the
Committee deems necessary or desirable to comply with the laws of, or to accommodate the laws, regulations, tax or accounting
effectiveness, accounting principles, foreign exchange rules, or customs of, foreign jurisdictions whose citizens or residents
may be granted Awards. The Committee may impose any limitations and restrictions that it deems necessary to comply with the laws
of such foreign jurisdictions and modify the terms and conditions of any Award granted to Participants outside the United States.
Any subplans and modifications to Plan terms and procedures established under this Section 18.17 by the Committee shall be attached
to the Plan as appendices; and



 


		(e)	Take any action, before or after an Award is made,
that the Committee, in its discretion, deems advisable to obtain approval from any regulatory agency or comply with any necessary
local government regulatory exemptions or approvals.



 


*        *        *


 




    	33



    	 



    

 


APPENDIX A 


 


TO THE


 


KORNIT
DIGITAL LTD.


 


2015 INCENTIVE COMPENSATION PLAN


 


ISRAEL


 


		1.	GENERAL



 


		1.1.	This appendix (this “Appendix”) shall
apply only to Israeli Participants (as defined below). The provisions specified hereunder shall form an integral part of the Kornit
Digital Ltd. 2015 Incentive Compensation Plan (the “Plan”), which applies to the issuance of Awards to employees,
directors, consultants and service providers of Kornit Digital Ltd. (the “Company”) or its Affiliates.



 


		1.2.	This Appendix is effective with respect to Awards granted
as of 30 days from the date it was submitted with the ITA and shall comply with Section 102 (as defined below).



 


		1.3.	This Appendix is to be read as a continuation of the
Plan and only modifies Awards granted to Israeli Participants (as defined below) so that they comply with the requirements set
by the Israeli law in general, and in particular with the provisions of Section 102 (as specified herein), as may be amended or
replaced from time to time. For the avoidance of doubt, this Appendix does not add to or modify the Plan in respect of any other
category of Participants.



 


		1.4.	The Plan and this Appendix are complementary to each
other and shall be deemed as one. Subject to Section 1.3 above, in any case of contradiction, whether explicit or implied, between
any definitions and/or provisions of this Appendix and the Plan, the definitions and/or provisions set out in this Appendix shall
prevail.



 


		1.5.	Any capitalized terms not specifically defined in this
Appendix shall be construed according to the interpretation given to it in the Plan.



 


		2.	DEFINITIONS



 


		2.1.	“Affiliate” means any “employing company” within the meaning of
Section 102(a) of the Ordinance.



 


		2.2.	“Approved 102 Award” means an Award
granted pursuant to Section 102(b) of the Ordinance and held in trust by a Trustee for the benefit of the Employee.



 




    	34



    	 



    

 


		2.4.	“Capital Gain Award (CGA)” means an
Approved 102 Award elected and designated by the Company to qualify under the capital gain tax treatment in accordance with the
provisions of Section 102(b)(2) of the Ordinance.



 


		2.5.	“Controlling Shareholder” shall have
the meaning ascribed to it in Section 102 of the Ordinance.



 


		2.6.	“Employee” means an Israeli Participant
who is employed by the Company or its Affiliates, including an individual who is serving as an “office holder” as
defined in the Israeli Companies Law, 1999, as amended from time to time, but excluding any Controlling Shareholder.



 


		2.7.	“Israeli Participant” means a person
who is a resident of the state of Israel or who is deemed to be a resident of the state of Israel for Israeli tax purposes, and
receives or holds an Award under the Plan and this Appendix.



 


		2.8.	“ITA” means the Israeli Tax
Authority.



 


		2.9.	“Ordinary Income Award (OIA)” means
an Approved 102 Award elected and designated by the Company to qualify under the ordinary income tax treatment in accordance with
the provisions of Section 102(b)(1) of the Ordinance.



 


		2.10.	“102 Award” means any Award
granted to Employees pursuant to Section 102 of the Ordinance and any other rulings, procedures and clarifications promulgated
thereunder or issued by the ITA.



 


		2.11.	“3(i) Award” means an Award
granted pursuant to Section 3(i) of the Ordinance to any person who is a Non- Employee.



 


		2.12.	“Israeli Award Agreement”means,
notwithstanding Section 2.4 of the Plan, for the purpose of this Appendix, a written agreement entered into and signed by the
Company and an Israeli Participant that sets out the terms and conditions of an Award.



 


		2.13.	“Non-Employee” means an Israeli
Participant who is a consultant, adviser, service provider, Controlling Shareholder or any other person who is not an Employee.



 


		2.14.	“Ordinance” means the Israeli
Income Tax Ordinance [New Version] 1961 as now in effect or as hereafter amended.



 


		2.15.	“Section 102” means section
102 of the Ordinance, the Income Tax Rules (Tax Relief for Issuance of Shares to Employees), 2003, and any other rules, regulations,
orders or procedures promulgated thereunder as now in effect or as hereafter amended.



 


		2.16.	“Trustee” means any person
appointed by the Company to serve as a trustee and approved by the ITA, all in accordance with the provisions of Section 102(a)
of the Ordinance.



 




    	35



    	 



    

 


		2.17.	“Unapproved 102 Award” means an Award
granted pursuant to Section 102(c) of the Ordinance and not held in trust by a Trustee.



 


		3.	ISSUANCE OF AWARDS



 


		3.1.	Notwithstanding Article V of the Plan and in addition
thereto, any Israeli Participants eligible for participation in the Plan and this Appendix as Israeli Participants shall include
any Employee and/or Non-Employee of the Company or of any of the Company’s Affiliates; provided, however,
that (i) Employees may only be granted 102 Awards; and (ii) Non-Employees and/or Controlling Shareholders may only be granted
3(i) Awards.



 


		3.2.	The Company may designate Awards granted to Employees
pursuant to Section 102 as Unapproved 102 Awards or Approved 102 Awards.



 


		3.3.	The grant of Approved 102 Awards shall be made under
this Appendix, and shall be conditioned upon the approval of this Appendix by the ITA.



 


		3.4.	Approved 102 Awards may either be classified as Capital
Gain Awards (“CGAs”) or Ordinary Income Awards (“OIAs”).



 


		3.5.	No Approved 102 Awards may be granted under this Appendix
to any eligible Employee, unless and until, the Company’s election of the type of Approved 102 Awards as CGA or OIA granted
to Employees (the “Election”), is appropriately filed with the ITA. Such Election shall become effective beginning
the first date of grant of an Approved 102 Award under this Appendix and shall remain in effect until the end of the year following
the year during which the Company first granted Approved 102 Awards. The Election shall obligate the Company to grant only
the type of Approved 102 Award it has elected, and shall apply to all Israeli Participants who were granted Approved 102 Awards
during the period indicated herein, all in accordance with the provisions of Section 102(g) of the Ordinance. For the avoidance
of doubt, such Election shall not prevent the Company from granting Unapproved 102 Awards simultaneously.



 


		3.6.	All Approved 102 Awards must be held in trust by a Trustee,
as described in Section 4 below.



 


		3.7.	For the avoidance of doubt, the designation of Unapproved
102 Awards and Approved 102 Awards shall be subject to the terms and conditions set forth in Section 102.



 


		4.	TRUSTEE



 


		4.1.	The terms and conditions applicable to the trust relating
to Section 102 shall be set forth in an agreement signed by the Company and the Trustee (the “Trust Agreement”).



 




    	36



    	 



    

 


		4.2.	Approved 102 Awards which shall be granted under this
Appendix and/or any Shares allocated or issued upon exercise or vesting of such Approved 102 Awards and/or other rights granted
thereunder and/or shares received subsequently following any realization of rights, including without limitation bonus shares,
shall be allocated or issued to the Trustee and held for the benefit of the Employee for no less than such period of time as required
by Section 102 (the “Holding Period”). In case the requirements for Approved 102 Awards are not met, then the
Approved 102 Awards shall be regarded as Unapproved 102 Awards, all in accordance with the provisions of Section 102.



 


		4.3.	Notwithstanding anything to the contrary, the Trustee
shall not release any Shares allocated or issued upon exercise or vesting of Approved 102 Awards prior to the full payment of
the Employee’s tax liabilities, if any, arising from Approved 102 Awards which were granted to him/her and/or any Shares
allocated or issued upon exercise or vesting of such Awards.



 


		4.4.	With respect to any Approved 102 Award, subject to the
provisions of Section 102, an Israeli Participant shall not sell or release from trust any Share received upon the exercise or
vesting of an Approved 102 Award and/or any rights granted thereunder and/or share received subsequently following any realization
of rights, including without limitation, bonus shares, until the lapse of the Holding Period required under Section 102. Notwithstanding
the above, if any such sale or release occurs during the Holding Period, the sanctions under Section 102 shall apply to and shall
be borne solely by such Israeli Participant. Subject to the foregoing, the Trustee may, pursuant to a written or electronic request
from the Participant, release and transfer such Shares to a designated third party, provided that both of the following
conditions have been fulfilled prior to such release or transfer: (i) payment has been made to the ITA of all taxes required to
be paid upon the release and transfer of the Shares, and confirmation of such payment has been received by the Trustee and (ii)
the Trustee has confirmed with the Company that all requirements for such release and transfer have been fulfilled according to
the terms of the Company’s corporate documents, the Plan, the Israeli Award Agreement and any Applicable Law.



 


		4.5.	Upon receipt of any Approved 102 Award, if requested
to do so by the Company. Affiliate or the Trustee, the Employee 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 this Appendix, or any Approved 102 Award
or Share granted to him thereunder.



 


		4.6.	Without derogating from the provisions of Article XVI of the Plan, the provisions of Section 16.1
of the Plan shall apply also to the Trustee. Accordingly, Trustee shall also have withholding rights as further described in Section
16.1 of the Plan.



 





		4.7.	In the case of 102 Awards, the Trustee shall have no rights as a shareholder
of the Company with respect to the Shares covered by such Award until the Trustee becomes the record holder for such Shares for
the Participant’s benefit, and the Israeli Participant shall have no rights as a shareholder of the Company with respect
to the Shares covered by the Award until the date of the release of such Shares from the Trustee to the Israeli Participant and
the transfer of record ownership of such Shares to the Israeli Participant.



 




    	37



    	 



    

 


		5.	THE AWARDS



 


Notwithstanding anything
to the contrary in the Plan and in addition thereto, the terms and conditions upon which the Awards shall be issued and exercised
or vest, as applicable, shall be as specified in the Israeli Award Agreement to be executed pursuant to the Plan and to this Appendix.
Each Israeli Award Agreement shall be subject to Section 102 or Section 3(i) of the Ordinance, as applicable, and shall state,
inter alia, the number of Shares to which the Award relates, the type of Award granted thereunder (whether a CGA,
OIA, Unapproved 102 Award or a 3(i) Award), and any applicable vesting provisions and exercise price that may be payable.


 


		6.	FAIR MARKET VALUE



 


Without derogating from
Section 2.21 of the Plan and solely for the purpose of determining the tax liability pursuant to Section 102(b)(3) of the Ordinance,
if at the date of grant of any CGA, the Company’s Shares are listed on any established stock exchange or a national market
system or if the Company’s Shares will be registered for trading within ninety (90) days following the date of grant of the
CGAs, the fair market value of the Shares at the date of grant shall be
determined in accordance with the average value of the Company’s Shares on the thirty (30) trading days preceding the date
of grant or on the thirty (30) trading days following the date of registration for trading, as the case may be.


 


		7.	EXERCISE OF AWARDS THAT ARE OPTIONS TO PURCHASE
SHARES



 


Awards that represent options
to purchase Shares shall be exercised by the Israeli Participant by giving a written or electronic notice to the Company and/or
to any third party designated by the Company (the “Representative”), in such form and method as may be determined
by the Company and, when applicable, by the Trustee, in accordance with the requirements of Section 102, which exercise shall be
effective upon receipt of such notice by the Company and/or the Representative and the payment of the exercise price for the number
of Shares with respect to which the Award is being exercised, at the Company’s or the Representative’s principal office.
The notice shall specify the number of Shares with respect to which the Award is being exercised. Notwithstanding the provisions
of Section 6.5 and 6.6 of the Plan, “net exercise” will only be available to Israeli Participants if a ruling is obtained
from the ITA permitting such “net exercise.”


 


		8.	ASSIGNABILITY AND SALE OF AWARDS



 


	8.1.	Notwithstanding any other provision of the Plan, no
Award or any right with respect thereto, or purchasable hereunder, whether fully paid or not, shall be assignable, transferable
or given as collateral or any right with respect to them given to any third party whatsoever, and during the lifetime of the Israeli
Participant each and all of such Israeli Participant’s rights with respect to an Award shall belong only to the Israeli
Participant.



 


Any such action
made directly or indirectly, for an immediate validation or for a future one, shall be void.


 




    	38



    	 



    

 


		8.2.	As long as Awards or Shares purchased or issued hereunder
are held by the Trustee on behalf of the Israeli Participant, all rights of the Israeli Participant over the Awards and/or Shares
are personal, cannot be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution, provided
that the transferee thereof shall be subject to the provisions of Section 102 as would have been applicable to the deceased
Participant were he or she to have survived.



 


		9.	INTEGRATION OF SECTION 102 AND TAX ASSESSING OFFICER’S
PERMIT



 


		9.1.	With regards to Approved 102 Awards, the provisions
of the Plan and/or this Appendix and/or the Israeli Award Agreement shall be subject to the provisions of Section 102 and the
Tax Assessing Officer’s permit and/or any pre-rulings obtained from the ITA, and the said provisions, permit and/or pre-rulings
shall be deemed an integral part of the Plan and of this Appendix and of the Israeli Award Agreement.



 


		9.2.	Any provision of Section 102 and/or the said permit
and/or pre-rulings 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 this Appendix or the Israeli Award Agreement, shall be considered binding upon the Company
and the Israeli Participants.



 


		10.	DIVIDEND



 


Notwithstanding anything
to the contrary in the Plan and solely for the purpose of Awards granted under this Appendix, with respect to all Shares (but excluding,
for avoidance of any doubt, any unexercised Awards) allocated or issued upon the exercise or vesting of Awards purchased or received,
as applicable, by the Israeli Participant and held by the Israeli Participant or by the Trustee, as the case may be, the Israeli
Participant shall be entitled to receive dividends, if any, in accordance with the quantity of such Shares, subject to the provisions
of the Company’s Articles of Association (and all amendments thereto) and subject to any applicable taxation on distribution
of dividends, and when applicable subject to the provisions of Section 102.


 




    	39



    	 



    

 


		11.	VOTING RIGHTS



 


Subject to Sections 6.7, 7.8, 8.7 and 9.4 of
the Plan, so long as any Shares issued to the Trustee on behalf of an Israeli Participant, under this Appendix, to the extent Trustee
decides in its sole discretion to vote such Shares, then unless the Trustee is directed otherwise by the Board, such Shares shall
be voted in the same proportion as the result of the shareholder vote at the shareholders meeting or written consent in respect
of which the Shares held by the Trustee are being voted. However, the Trustee shall not be obligated to exercise such voting rights
or notify the Israeli Participant of any meeting of the Company’s shareholders.


 


		12.	TAX CONSEQUENCES



 


		12.1.	Notwithstanding anything to the contrary in Article
XVI of the Plan and solely for the purpose of Awards granted under this Appendix, any tax consequences arising from the grant,
exercise or vesting of any Award, from the payment for Shares covered thereby or from any other event or act (of the Company,
and/or its Affiliates, and the Trustee or the Israeli Participant), hereunder, shall be borne solely by the Israeli Participant.
The Company and/or its Affiliates, and/or the Trustee shall withhold taxes according to the requirements under Applicable Law,
including withholding taxes at source. Furthermore, the Israeli Participant hereby agrees to indemnify the Company and/or its
Affiliates and/or the Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty
or indexation thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any
such tax from any payment made to the Israeli Participant.



 


		12.2.	The Company and/or, when applicable, the Trustee shall
not be required to release any share certificate to a Israeli Participant until all required payments have been fully made.



 







		12.3.	With respect to Unapproved 102 Award, if the Israeli
Participant ceases to be employed by the Company or any Affiliate, the Israeli Participant shall extend to the Company and/or
its Affiliate a security or guarantee for the payment of tax due at the time of sale of Shares, all in accordance with the provisions
of Section 102 and the rules, regulation or orders promulgated thereunder.



 


		12.4.	Each Participant agrees to, and undertakes to comply
with, any ruling, settlement, closing agreement or other similar agreement or arrangement with any tax authority in connection
with the foregoing which is approved by the Company.



 


		13.	ISRAELI PARTICIPANT'S UNDERTAKINGS



 


By receiving Awards under
the Plan and this Appendix, the Israeli Participant (1) agrees and acknowledges that he or she has received and read the Plan,
this Appendix and the Israeli Award Agreement; (2) undertakes to comply with all the provisions set forth in: Section 102 (including
provisions regarding the applicable Tax Track that the Company has selected) or Section 3(i), as applicable, the Plan, this Appendix,
the Israeli Award Agreement and the Trust Agreement; and (3) if the Awards are granted under Section 102, the Israeli Participant
undertakes, subject to the provisions of Section 102, not to sell or release the Shares from trust before the end of the Holding
Period. The Israeli Participant agrees to execute any and all documents that the Company and/or its Affiliates and/or the
Trustee may reasonably determine to be necessary in order to comply with the Ordinance, ruling or guidelines and rules issued by
the ITA.


 




    	40



    	 



    

 


		14.	TERM OF PLAN AND APPENDIX



 


Notwithstanding anything
to the contrary in Article XV of the Plan and in addition thereto, the Company shall obtain all approvals for the adoption
of this Appendix or for any amendment to this Appendix as are necessary to comply with (i) any Applicable Law, including without
limitation U.S. securities laws and the securities laws of any other jurisdiction applicable to Awards granted to Israeli Participant
under this Appendix, (ii) any national securities exchange on which the Shares are traded, and (iii) any applicable rules and regulations
promulgated by the U.S. Securities and Exchange Commission.


 


		15.	NO PAYMENT FOR RESTRICTED STOCK UNITS



 


Other than the par value
of any Shares issuable upon settlement of a Restricted Share Unit, no payment of cash by a Participant shall be required as consideration
for Restricted Share Units.


 


		16.	NO PAYMENTS IN CASH



 


Notwithstanding Sections 4.3(iii), 8.5. 9.1,
9.3 or any other provision of the Plan, no Share-based Award will be settled in cash unless Israeli law is amended to allow such
settlement.


 


*            *            *


 




    	41



    	 



    

 


APPENDIX B 


 


TO THE 


 


KORNIT
DIGITAL LTD.


 


2015 INCENTIVE COMPENSATION PLAN


 


UNITED STATES


 


		1.	Special
Provisions for U.S. Taxpayers



 


		1.1.	This Appendix (this “Appendix”)
to the Kornit Digital Ltd. 2015 Incentive Compensation Plan (the “Plan”) was adopted by the Board pursuant
to Section 18.17 of the Plan. This Appendix shall become effective on the Effective Date.



 


		1.2.	The provisions of this Appendix apply only to Participants
who are subject to U.S. federal income tax (any such Participant, a “U.S. Taxpayer”).



 


		1.3.	This Appendix is to be read as a continuation of the
Plan and only applies with respect to Options and other Awards granted under the Plan to U.S. Taxpayers. The purpose of this Appendix
is to establish certain rules and limitations applicable to Options and other Awards that may be granted or issued under the Plan
to U.S. Taxpayers from time to time, in compliance with applicable tax, securities and other applicable laws currently in force.
For the avoidance of doubt, this Appendix does not add to or modify the Plan in respect of any other category of Israeli Participants
(as defined in Appendix A to the Plan).



 


		1.4.	The Plan and this Appendix are complementary to each
other and shall be deemed as one. Subject to Section 1.3 of this Appendix, in any case of contradiction, whether explicit or implied,
between any definitions and/or provisions of this Appendix and the Plan, the provisions set out in this Appendix shall prevail.



 


		1.5	Section references in this Appendix shall refer to
Sections of the Plan, unless expressly indicated otherwise.



 


		2.	Definitions



 


Capitalized terms not otherwise
defined herein shall have the meaning assigned to them in the Plan. The following additional definitions will apply to grants made
pursuant to this Appendix, provided, however, that to the extent that such definitions are provided for in the Plan
and this Appendix, the definitions in this Appendix shall apply to Awards granted to U.S. Taxpayers:


 




    	42



    	 



    

 


		2.1.	“Code” means the United States Internal
Revenue Code of 1986, as it may be amended from time to time, including rules and regulations promulgated thereunder and successor
provisions and rules and regulations thereto.



 


		2.2.	“Disability” means for purposes
of any ISO, a “permanent and total disability” as defined in Section 22(e)(3) of the Code.



 


		2.3.	“Fair Market Value” has the meaning
assigned to such term in the Plan; provided that the Committee shall determine Fair Market Value in a manner that satisfies
the applicable requirements of Code Sections 409A and 422.



 


		2.4.	“Incentive Stock Option” or “ISO”
means a right to purchase Shares under the Plan in accordance with the terms and conditions set forth in Article VI of the Plan
and which is designated as an Incentive Stock Option and which is intended to meet the requirements of Section 422 of the Code.



 


		2.5.	“Nonqualified Stock Option” or “NQSO”
means a right to purchase Shares under the Plan in accordance with the terms and conditions set forth in Article VI of the Plan
and which is not intended to meet the requirements of Section 422 of the Code or otherwise does not meet such requirements.



 


		2.6.	“Subsidiary” means any present or
future corporation which is or would be a “subsidiary corporation” of the Company as the term is defined in Section
424(f) of the Code.



 


		3.	Incentive
Stock Options



 


		3.1.	Any Substitute Awards granted under the Plan shall
be subject to compliance with the ISO rules under Code Section 422 and the nonqualified deferred compensation rules under Code
Section 409A, where applicable.



 


		3.2.	The provisions of Section 4.2 of the Plan shall, in
the case of ISOs, be subject to any limitations applicable thereto under the Code.



 


		3.3.	The total number of Shares that may be delivered pursuant
to Incentive Stock Options granted under the Plan shall be the number of Shares determined in accordance with Section 4.1 of the
Plan, as adjusted pursuant to Section 4.2 of the Plan, but without application of Section 4.2(d).



 


		3.4.	The Committee shall determine any adjustment, substitution
or change pursuant to Section 4.3 of the Plan after taking into account, among other things, to the extent applicable, the provisions
of the Code applicable to Incentive Stock Options and the provisions of Section 409A of the Code.



 


		3.5.	Each Award Agreement relating to an Option shall specify
whether such Option is intended to be an ISO or an NQSO. To the extent that any Option granted to a U.S. Taxpayer does not qualify
as an ISO (whether because of its provisions or the time or manner of its exercise or otherwise), such Option, or the portion
thereof which does not so qualify, shall constitute a separate NQSO.



 




    	43



    	 



    

 


		3.6.	No ISO shall be exercisable later than the tenth (10th)
anniversary of its date of grant.



 


		3.7	The last sentence of Section 6.5 shall not apply to
ISOs.



 


		3.8.	The right to make a payment of the Option Price of
an Incentive Stock Option in the form of already owned Shares, under Section 6.6(a) of the Plan, may be authorized only as of
the grant date of such Incentive Stock Option.



 


		3.9.	No ISO shall be granted to any individual otherwise
eligible to participate in the Plan who is not an Employee of the Company or a Subsidiary on the date of granting of such Option.
Any ISO granted under the Plan shall contain such terms and conditions, consistent with the Plan, as the Committee may determine
to be necessary to qualify such Option as an “incentive stock option” under Section 422 of the Code. Any ISO granted
under the Plan may be modified by the Committee to disqualify such Option from treatment as an “incentive stock option”
under Section 422 of the Code.



 


		3.10.	Notwithstanding any intent to grant ISOs, an Option
granted under the Plan will not be considered an ISO to the extent that it, together with any other “incentive stock options”
(within the meaning of Section 422 of the Code, but without regard to subsection (d) of such Section) under the Plan and any other
“incentive stock option” plans of the Company, any Subsidiary and any “parent corporation” of the Company
within the meaning of Section 424(e) of the Code, are exercisable for the first time by any Participant during any calendar year
with respect to Shares having an aggregate Fair Market Value in excess of $100,000 (or such other limit as may be required by
the Code) as of the time the Option with respect to such Shares is granted. The rule set forth in the preceding sentence shall
be applied by taking Options into account in the order in which they were granted.



 


		3.11.	No ISO shall be granted to an individual otherwise
eligible to participate in the Plan who owns (within the meaning of Section 424(d) of the Code), at the time the Option is granted,
more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or a Subsidiary or any “parent
corporation” of the Company within the meaning of Section 424(e) of the Code. This restriction does not apply if at the
time such ISO is granted the Option Price of the ISO is at least 110% of the Fair Market Value of a Share on the date such ISO
is granted, and the ISO by its terms is not exercisable after the expiration of five years from such date of grant.



 


		3.12.	Notwithstanding any other provision of the Plan to
the contrary, with respect to a Tandem SAR granted in connection with an ISO: (i) the Tandem SAR will expire no later than the
expiration of the related ISO; (ii) the value of the payment with respect to the Tandem SAR may not exceed the difference between
the Fair Market Value of the Shares subject to the related ISO at the time the Tandem SAR is exercised and the Option Price of
the related ISO; and (iii) the Tandem SAR may be exercised only when the Fair Market Value of the Shares subject to the ISO exceeds
the Option Price of the ISO.



 




    	44



    	 



    

 


		3.13.	No ISO or Tandem SAR granted in connection with an
ISO may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution or in accordance with Section 12.2 of the Plan. Further, all ISOs and Tandem SARs granted in connection
with ISOs granted to a Participant shall be exercisable during his or her lifetime only by such Participant.



 


		3.14.	The Committee may require a Participant to give prompt
written notice to the Company concerning any disposition of Shares received upon the exercise of an ISO within: (i) two (2) years
from the date of granting such ISO to such Participant or (ii) one (1) year from the transfer of such Shares to such Participant
or (iii) such other period as the Committee may from time to time determine. The Committee may direct that a Participant with
respect to an ISO undertake in the applicable Award Agreement to give such written notice described in the preceding sentence,
at such time and containing such information as the Committee may prescribe, and/or that the certificates evidencing Shares acquired
by exercise of an ISO refer to such requirement to give such notice.



 


		4.	GRANT DATE FAIR MARKET OPTION PRICE AND GRANT PRICE



 


No Option or SAR shall be granted
pursuant to this Appendix unless the Option Price of such Option or the Grant Price of such SAR, as the case may be, shall be not
less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date of such Option or SAR.


 


		5.	Deferred
Compensation



 


		5.1.	It is the intention of the Company that no Award shall
be deferred compensation subject to Code Section 409A unless and to the extent that the Committee specifically determines otherwise
as provided in Section 5.2 of this Appendix, and the Plan and the terms and conditions of all Awards shall be interpreted and
administered accordingly



 


		5.2.	The terms and conditions governing any Awards that
the Committee determines will be subject to Section 409A of the Code, including any rules for payment or elective or mandatory
deferral of the payment or delivery of Shares or cash pursuant thereto, and any rules regarding treatment of such Awards in the
event of a Change of Control, shall be set forth in the applicable Award Agreement and shall be intended to comply in all respects
with Section 409A of the Code, and the Plan and the terms and conditions of such Awards shall be interpreted and administered
accordingly.



 


		5.3.	The Committee shall not extend the period to exercise
an Option or Share Appreciation Right to the extent that such extension would cause the Option or Share Appreciation Right to
become subject to Code Section 409A.



 


		5.4.	No Dividend Equivalents shall relate to Shares underlying
an Option or SAR unless such Dividend Equivalent rights are explicitly set forth as a separate arrangement and do not cause any
such Option or SAR to be subject to Code Section 409A.



 




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		5.5.	The Company shall have complete discretion to interpret
and construe the Plan and any Award Agreement in any manner that establishes an exemption from (or compliance with) the requirements
of Code Section 409A.  If for any reason, such as imprecision in drafting, any provision of the Plan and/or any Award Agreement
does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated
by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from
(or compliance with) Code Section 409A and shall be interpreted by the Company in a manner consistent with such intent,
as determined in the discretion of the Company. If, notwithstanding the foregoing provisions of this Section 5.5, any provision
of the Plan or any Award Agreement would cause a Participant to incur any additional tax or interest under Code Section 409A,
the Company shall reform such provision in a manner intended to avoid the incurrence by such Participant of any such additional
tax or interest; provided that the Company shall maintain, to the extent reasonably practicable, the original intent and
economic benefit to the Participant of the applicable provision without violating the provisions of Code Section 409A.



 


		5.6.	Notwithstanding the provisions of Section 4.3 to the
contrary, (1) any adjustments made pursuant to Section 4.3 to Awards that are considered “deferred compensation” subject
to Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code; (2) any adjustments
made pursuant to Section 4.3 to Awards that are not considered “deferred compensation” subject to Section 409A of
the Code shall be made in such a manner as to ensure that after such adjustment, the Awards either (A) continue not to be subject
to Section 409A of the Code or (B) comply with the requirements of Section 409A of the Code; and (3) in any event, neither the
Committee nor the Board shall have any authority to make any adjustments, substitutions or changes pursuant to Section 4.3 to
the extent the existence of such authority would cause an Award that is not intended to be subject to Section 409A of the Code
at the Grant Date thereof to be subject to Section 409A of the Code.



 


		5.7.	If any Award is subject to Section 409A of the Code,
the provisions of Article XIV shall be applicable to such Award only to the extent specifically provided in the Award Agreement
and permitted pursuant to Section 5.2 of this Appendix.



 


		6.	Section
83(b) Election



 


If a Participant makes
an election under Section 83(b) of the Code to be taxed with respect to an Award as of the date of transfer of Shares rather than
as of the date or dates upon which the Participant would otherwise be taxable under Section 83(a) of the Code, such Participant
shall deliver a copy of such election to the Company prior to filing such election with the United States Internal Revenue Service.
Neither the Company nor any Affiliate shall have any liability or responsibility relating to or arising out of the filing or not
filing of any such election or any defects in its construction.


 


		7.	ADJUSTMENTS



 


The Committee shall determine any adjustment
pursuant to Section 4.3: (i) after taking into account, among other things, to the extent applicable, the provisions of the Code
applicable to Incentive Stock Options and (ii) subject to Section 5.6 of this Appendix.


 


*           *            *


 




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