Exhibit 10.1
 





 





 


Date:
November 22, 2021


To:
Ms. Rachel Vaknin


 


Dear
Rachel,


 


Whereas,
Microbot Medical Ltd. (the “Company”) wishes to employ you according to the provisions of this letter agreement (this
“Agreement”), and you desire to be so employed by the Company.


 


Now,
therefore, you and the Company hereby agree to the following terms and conditions:


 


		1.	Position
                                            and Scope of Position and Working Hours



 


	1.1	You
                                            shall be employed by the Company in the position, scope of position and days and hours of
                                            work as set forth in Annex A attached hereto and incorporated herein (“Annex
                                            A”), and your responsibilities, duties and tasks of such employment shall be
                                            determined and assigned to you, from time to time, by the supervisor set forth in Annex
                                            A (the “Supervisor”) or by any person that may be appointed by
                                            the Supervisor.
	 	 
	1.2	You
                                            shall perform your duties hereunder at the Company’s facilities in Yokneam Illit, Israel;
                                            however, it is hereby agreed that you may work from time to time remotely from your home
                                            residence or any other place approved by the Supervisor, as shall be determined by the Company
                                            according to its needs and its sole discretion. In addition, you acknowledge and agree that
                                            the performance of your duties hereunder may require domestic or international travel.



 


	2.	Term
                                            and Termination
	 	 
	2.1	The
  term of your employment shall commence on the date set forth in Annex A (the “Effective Date”) and
  shall continue for an unlimited term unless terminated either by you or by the Company, at any time and for any reason, by providing
  prior written notice as set forth in Annex A, except for in the event of a Termination for Cause.
	 	 
	2.2	In
                                            the event of any termination which is not a Termination for Cause, the Company shall be entitled
                                            to terminate your employment immediately or at any time during the prior notice period referenced
                                            above, provided however, that in such an event the Company shall pay you your applicable
                                            prior notice redemption.



  


In
the event that you shall voluntarily resign, without providing the Company the full prior notice as set forth in Annex A,
you shall be required to pay the Company the value of the prior notice not provided by you, and said value shall be deemed a debt of
you towards the Company. Notwithstanding the aforesaid, the Company shall be entitled to deduct and set-off any amounts due to it in
this respect from any amounts payable or due to you by the Company and you irrevocably instruct the Company to make such deductions and
set-offs and confirm that your consent is in accordance with the provisions of the Wage Protection Law-1958.


 



Microbot Medical
LTD. 6 HaYozma St, Yokneam, 2069204. Israel, P.B 242,


Tel: 972-4-8200710,
Fax: 972-4-8200712 www.microbotmedical.com



 




    	 



     


    

 





 





	2.3	Notwithstanding
                                            anything to the contrary in this Agreement, the Company shall be entitled to terminate your
                                            employment immediately, without prior notice or the redemption thereof, in the event that
                                            you commit any of the following: embezzlement; theft; any other criminal offence involving
                                            moral turpitude; breach of a fiduciary duty or duty or loyalty; a willful failure to perform
                                            your responsibilities or duties, a material breach of this Agreement, including without limitation
                                            a breach of any of your undertakings as set forth in Annex B attached hereto and incorporated
                                            herein (“Annex B”) and/or your representation in Section 4.9 below;
                                            and/or any other act or omission which under applicable law enable(s) entire and/or partial
                                            denial of severance payments or prior notice or redemption thereof (“Termination
                                            for Cause”).
	 	 
	2.4	You
                                            undertake that in the event you cease to work for the Company, for any reason whatsoever,
                                            you immediately upon such termination will transfer any and all assets and/or other property
                                            of the Company that may be in your possession, including without limitation all Company cars,
                                            telephones, computers, employee identification cards, keys, equipment, property, information
                                            and documents held and/or prepared by you in the framework of your employment with the Company
                                            to whomever the Company shall determine, in an organized, timely and appropriate manner.
                                            You further undertake that upon such termination, you will cease to present yourself as a
                                            Company employee in any and all media platforms, including internet websites, social networks,
                                            and/or social applications.
	 	 
	2.5	It
                                            is hereby clarified that if any asset and/or other property of the Company is placed at your
                                            disposal, you have limited rights with respect to the use of such an item during and for
                                            purposes of your employment with Company only, and you shall not have the right to any lien,
                                            security interest or encumbrance with respect thereto and you hereby waive all such rights.



 


	3.	Compensation
                                            and Benefits



 


	3.1	Salary



 


	 	(a)	You shall be entitled to a base salary in
  a gross monthly amount as set forth in Annex A (the “Base Salary”) and a monthly gross global compensation
  for the performance of overtime hours in the amount as set forth in Annex A (the “Global Compensation”)
  – which together shall be referred to herein as the “Salary”.
	 	 	 
		(b)	The
                                            Salary shall be paid to you by the 9th (ninth) day of the month following the
                                            month for which it is due.
	 	 	 
		(c)	It
                                            is hereby clarified that if you elect to have a leased car, then a total amount of NIS 3,000
                                            shall be reduced from your Salary (as further detailed in Annex A), and the
                                            amount following said reduction (the “Adjusted Salary”) will be deemed
                                            your updated Salary, for all intents and purposes (including for the calculation of any rights
                                            hereunder or for any purpose whatsoever, including without limitation, pension insurance
                                            and severance pay, education fund, sick days and vacation days) and all relevant aspect in
                                            this Agreement shall be recalculated as per the Adjusted Salary accordingly.



 


	3.2	Vacation,
                                            Recreation Pay, Sick Leave and Reserve Duty



 


		(a)	You
                                            shall be entitled to such a number of paid vacation days annually as set forth in Annex
                                            A. Procedures of the utilization and redemption of vacation days shall be as prescribed
                                            by applicable law and in coordination with the Supervisor with reasonable consideration to
                                            the needs of the Company. Notwithstanding anything to the contrary in this Agreement, you
                                            shall make all efforts to use your entire allotment of annual vacation days by the end of
                                            any calendar year, however, if you are unable to do so, you shall be entitled to accumulate
                                            the unused balance of such vacation days up to a maximum amount set forth in Annex
                                            A (“Maximum Quota”). For the avoidance of doubt, any unused vacation
                                            days in excess of the Maximum Quota shall be canceled and are not redeemable in any manner.



 


Microbot Medical
LTD. 6 HaYozma St, Yokneam, 2069204. Israel, P.B 242,


Tel: 972-4-8200710,
Fax: 972-4-8200712 www.microbotmedical.com


 




    	 



     


    

 





 





		(b)	You
                                            shall be entitled to “dmei havra’a” (“Recreation Pay”)
                                            and sick days as set forth in Annex A.
	 	 	 
		(c)	You
                                            shall be entitled to payment during reserve duty in accordance with the provisions of applicable
                                            laws.



 


	3.3	Pension
                                            and Severance Pay



 


		(a)	The
                                            Company shall pay, and shall deduct from the Salary, on a monthly basis, as premiums for
                                            a manager’s insurance policy and/or pension fund and/or a combination of the two (the
                                            “Policy”), chosen by you, amounts equal to the percentages of the Salary
                                            set forth in Annex A.
	 	 	 
	 	 	The
                                            sums contributed by you shall be deducted from your Salary at source, and you hereby irrevocably
                                            instruct and authorize the Company to make such deductions and transfers to the Policy.
	 	 	 
	 	(b)	Notwithstanding the above,
  you are entitled to instruct the Company in writing to distribute the payments and contributions described above among different and
  various policies and saving plans, at your discretion, so long as the Company’s total costs and liabilities in connection with
  said payments and contributions (and the funds and rights associated with and/or accrued therewith) will not exceed the amounts referenced
  herein; all subject to any applicable law and/or instructions and/or guidelines of the Ministry of Finance and/or all the by-laws and
  regulations of any fund and/or the provisions of the Extension Order regarding the enlargement of pension contributions, all as shall
  be in effect from time to time.
	 	 	 
	 	(c)	It is hereby expressly agreed
  that the Company’s contribution for severance pay of eight and one-thirds percent (8.33%) together with any linkage, interest
  or other profit derivative thereof shall be instead of your severance compensation, should you be entitled thereto, such that
  upon release of the Policy to you, no additional calculations shall be conducted regarding the matter of severance pay and no additional
  payments shall be made by the Company to you.
	 	 	 
	 		You and the Company hereby
  adopt the provisions of the “General Order and Confirmation Regarding Payments of Employers to Pension Funds and Insurance Funds
  instead of Severance Pay” pursuant to Section 14 of the Severance Pay Law-1963, attached hereto as Annex A-1,
  or any amended provisions of said General Order as shall be in effect from time to time.
	 	 	 
	 	(d)	The Company waives all rights
  to have its payment to the Policy refunded, unless your right to severance payment has been negated, in a decision of a competent court,
  pursuant to Section 16 or 17 of the Severance Pay Law - 1963, and to the extent so negated, or in the event in which you shall
  have withdrawn funds from the Policy other than for an ‘entitling event’ (i.e. death, invalidity, or retirement at the
  age of 60 or older).



 


Microbot Medical
LTD. 6 HaYozma St, Yokneam, 2069204. Israel, P.B 242,


Tel: 972-4-8200710,
Fax: 972-4-8200712 www.microbotmedical.com



 





    	 



     


    








 


	 	(e)	You shall bear any and all
  taxes which may apply with respect to any contribution which exceeds the recognized tax ceilings.




 


	3.4	Study
  Fund




 


		(a)	The
                                            Company shall contribute, and shall deduct from your Salary, on a monthly basis, towards
                                            a “keren hishtalmut” (“Study Fund”), chosen by you, amounts
                                            equal to the percentages of the Salary set forth in Annex A. The sums contributed
                                            by you shall be deducted from your Salary at source, and you hereby irrevocably instruct
                                            and authorize the Company to make such deductions and transfer to the Study Fund. It is hereby
                                            clarified and agreed that you shall bear any and all taxes which may apply with respect to
                                            any contributions which exceed the recognized tax ceiling.
	 	 	 
		(b)	Upon
                                            the termination of your employment with the Company for any reason whatsoever, the Company
                                            shall release to you all the amounts accumulated in the Study Fund.



 


	3.5	Commuting
                                            Expenses Reimbursement or Car



 


During
the term of your employment, you shall be entitled to reimbursement of commuting expenses for commuting to work and from work, or to
a leased car, subject to your discretion, in accordance with the terms set forth in Annex A.


 


	3.6	Annual
  Bonus




 


		(a)	You
                                            may be eligible to receive an annual bonus in the aggregate amount of up to twenty percent
                                            (20%) of the annual salary, contingent upon meeting certain targets, as shall be determined
                                            from time to time by the Company, at its sole discretion (the “Bonus”).
                                            It is hereby clarified that the Company shall have the sole discretion regarding the decision
                                            whether you have achieved the goals which were set to you.
	 	 	 
		(b)	The
                                            Bonus, to the extent due, shall be paid to you in a lump sum together with the Salary at
                                            the beginning of the following calendar year, as shall be determined by the Company, subject
                                            to you being employed by the Company at its date of payment.
	 	 	 
		(c)	It
                                            is hereby agreed, that the Bonus shall not be deemed an integral part of your Salary for
                                            any purpose whatsoever, including for the purposes of calculating your social benefits, such
                                            as severance pay, contributions to manager’s insurance/pension fund, vacation, etc.



 


	3.7	Options



 


		(a)	Subject
                                            to and contingent upon the future recommendation of the Compensation Committee of Microbot
                                            Medical Inc. (the “Parent Company”) and the approval Board of Directors
                                            of the Parent Company (together shall be referred to as the “Parent’s Board”),
                                            the Parent Company may grant you such number of options to purchase shares of Common Stock
                                            of the Parent Company (the “Options”). The number of Options, exercise
                                            price and vesting schedule shall be determined by the Parent’s Board at its sole discretion.
                                            All other terms of the Options, including, without limitation, with respect to the expiration
                                            of the Options upon the termination of employment shall be subject to the provisions of the
                                            Company’s 2020 Omnibus Performance Award Plan (the “Plan”).



 


Microbot Medical
LTD. 6 HaYozma St, Yokneam, 2069204. Israel, P.B 242,


Tel: 972-4-8200710,
Fax: 972-4-8200712 www.microbotmedical.com



 




    	 



     


    

 


 


 





		(b)	It
                                            is clarified that the Options shall only be granted to you subject to and following: (i)
                                            the specific resolution and approval of the Parent’s Board with respect to such grant;
                                            (ii) the execution by you of all documentation required for this purpose; and (iii) all other
                                            terms and conditions regarding the Options, as determined in the Plan.



 


		(c)	It
                                            is further clarified that you shall be solely responsible for and shall bear all tax and/or
                                            other mandatory payments and/or consequences arising from the grant and/or exercise of the
                                            Options and/or the transfer or sale of the shares of Common Stock issued pursuant to the
                                            exercise thereof.



 


	3.7	Meals



 


		(a)	The
                                            Company shall participate in the cost of meals in the amount of up to NIS 40 per working
                                            day, in accordance with the Company policy, as in effect from time to time.
	 	 	 
		(b)	It
                                            is hereby clarified that you shall bear any and all taxes applicable to you resulting from
                                            the value of the meals participation according to the tax regulations.



 


	4.	Obligations and Undertakings




 


		You undertake
  as follows:




 


	4.1	You
                                            have the ability and the skills to carry out the duties of your position and perform the
                                            services as set forth in this Agreement, and you will devote your entire working time, attention,
                                            energies, talents, skills, knowledge and experience to the performance of your duties and
                                            responsibilities hereunder.



 


	4.2	During
                                            the term of your employment, you will not, without the prior written consent of the Company,
                                            directly or indirectly, engage in any other professional or business activity or occupation,
                                            whether paid or unpaid; and you shall not receive, directly or indirectly, any compensation
                                            or benefit of any kind in connection with your work for the Company from any source except
                                            as set forth in this Agreement; and you shall notify the Company immediately in writing regarding
                                            any matter in which you have a personal interest and which may potentially create a conflict
                                            of interest between you and your work for the Company.



 


	4.3	You shall maintain confidentiality,
  assign intellectual property rights and you shall refrain from competing with and/or soliciting from the Company, including without
  limitation according to the undertakings attached hereto as Annex B. Without derogating from the generality of the foregoing,
  you are aware that the terms of this Agreement are personal and specific to you and that the maintenance of their confidentiality is
  of utmost importance to the Company, and you undertake to maintain the confidentiality of the terms of your employment hereunder, and
  not disclose them to any other individual or entity. You understand that your agreement to these undertakings, and specifically to
  the provisions of Annex B, are a material inducement for the Company to enter into this Agreement.
	 	 
	4.4	The execution and delivery
  of this Agreement and the performance of the terms hereof: (a) shall not constitute a default under or breach of any agreement or other
  understanding to which you are a party or by which you are bound, including without limitation any confidentiality or non-competition
  agreement; (b) is not prohibited under any law, regulation or court order; and (c) does not require the consent of any other individual
  or entity.




 



Microbot
                                            Medical LTD. 6 HaYozma St, Yokneam, 2069204. Israel, P.B 242,


Tel: 972-4-8200710,
Fax: 972-4-8200712 www.microbotmedical.com



 




    	 



     


    

 





 





	4.5	You consent, of your own
  free will and although not required to do so under law, that the information in this Agreement and any information concerning you gathered
  by the Company, will be held and managed by the Company or on its behalf, including without limitation on databases according to law,
  and that the Company shall be entitled to transfer such information to third parties, in Israel or abroad. The Company undertakes that
  the information will be used and transferred for legitimate business purposes only, while undertaking reasonable commercial efforts
  to maintain your right to privacy.




 


	4.6	You
                                            agree that the Company and any related entity may, for any business purpose (including security
                                            and protecting their legitimate interests), monitor your use of their Communications Systems
                                            and copy, transfer and disclose all electronic communications and content transmitted by
                                            or stored in such Communications Systems, regardless of the location or time of such use
                                            in accordance with the Company’s policy as shall be in effect from time to time. For
                                            the purposes of this Section, “Communications Systems” means Company’s
                                            computer, laptop, computer system, internet server, electronic database, hardware, software
                                            and e-mail account, whether under your direct control or otherwise. You may use the Company’s
                                            systems for business purposes solely, and shall not make any personal use in them (unless
                                            you clearly define and mark your personal information stored in the Communications Systems
                                            as “Personal”), all subject to Company’s policy as in effect from time
                                            to time. For personal use, you may use external e-mail services (i.e. Gmail, Yahoo mail etc.).
                                            Upon the Company’s request, you shall transfer to the Company your log-on passwords
                                            and details to the Company’s e-mail, computer and other accounts.



 


	4.7	You
                                            hereby agree that the Company has a legitimate business need to place visible cameras at
                                            Company’s offices for security, discipline and protection of the Company’s Confidential
                                            Information (as such term is defined in Annex B); all subject to Company’s policies
                                            in this respect as shall be in effect from time to time.



 


	4.8	You shall comply with all
  laws and regulations governing your employment and the Company’s policies, procedures and objectives as shall be in effect from
  time to time, including without limitation regarding the prevention of sexual harassment, and you shall cooperate with the Company
  in maintaining an authentic record of the number of working hours performed by you.




 


	4.9	You
                                            hereby represent that the information you provided the Company with about yourself, your
                                            education, experience and/or skills and qualifications, during your recruiting procedure,
                                            including without limitation in your resume, was true, complete and accurate. You hereby
                                            declare and agree that breach of this Section 4.9 shall, inter alia, be deemed a fundamental
                                            breach of this Agreement.



 


	4.10	You are aware and confirm
  that without your agreement to the undertakings of this Section 4, the Company would not enter this Agreement with you.




 


	5.	Miscellaneous



 


	5.1	The
                                            preamble to this Agreement, and the annexes hereto, constitute integral parts of this Agreement.



 


	5.2	The addresses of you or the
  Company for the purposes of this Agreement will be as set forth below, or as either you or the Company may advise the other in writing,
  and any notice which is sent via registered mail by you or the Company to the other party at such address, will be deemed received
  by the addressee 72 hours after it was sent for delivery at a post office in Israel. If notices shall be delivered by hand, they will
  be deemed received at the time at which they were delivered; and if by e-mail – 24 hours after it was sent.




 



Microbot
                                            Medical LTD. 6 HaYozma St, Yokneam, 2069204. Israel, P.B 242,


Tel: 972-4-8200710,
Fax: 972-4-8200712 www.microbotmedical.com



 




    	 



     


    

 





 





	5.3	Any modification of or addition
  to this Agreement shall be valid only if in writing and signed by both you and the Company.




 


	5.4	This
                                            Agreement is personal and special and exclusively delineates the entire relationship between
                                            the Company and yourself, and contains all compensation and/or benefits and/or other conditions
                                            of any kind to which you are entitled from the Company, as an employee thereof, and supersedes
                                            all prior agreements, understandings, negotiations, promises, consents, undertakings, representations,
                                            warranties, oral or written, exchanged or signed between the Company and yourself with respect
                                            to the subject matter hereof. No general and/or special collective agreements apply to your
                                            employment hereunder. For the removal of any doubt and without derogating from the above,
                                            in the event that with respect to any of the matters addressed herein, provisions of law,
                                            collective agreements and/or extension orders shall, notwithstanding the above, apply to
                                            you, the provisions of this Agreement shall be deemed as coming in their stead, or at least,
                                            as being on account of said applicable provisions.



 


	5.5	All
                                            taxes applicable to any and all compensation to be paid to you or benefits granted to you
                                            under this Agreement, including taxes which may apply with respect to any contributions which
                                            exceed the recognized tax ceilings - shall be borne exclusively by you. The Company
                                            shall deduct and withhold income tax, health insurance and national insurance from your gross
                                            income, and any other deductions or withholdings that may be required from time to time,
                                            pursuant to applicable law.



 


	5.6	This
                                            Agreement is in lieu of the “Notice of Terms of Employment” pursuant to the Notice
                                            To the Employee and Job Candidate Law (Employment Conditions and Candidate Screening and
                                            Selection)-2002.



 


	5.7	This
                                            Agreement shall be interpreted and construed in accordance with the laws of the State of
                                            Israel. All disputes arising from this Agreement shall be exclusively commenced in the competent
                                            courts of the State of Israel.



 


We
look forward to working with you.


 


	Sincerely,	 	 
	 	 	 
	________________________	 	 
	 	 	 
	Microbot
    Medical Ltd.	 
	 	 	 
	By:
    	/s/ Naama Moav	 
	Position:
    	HR Director	 



Company’s Registration no. 
514519412  


Company’s Address:  6 Hayozma St, Yokneam Illit.  



 


To
indicate your understanding and acceptance of the provisions, terms and obligations set forth in this Agreement including without limitation
the annexes hereto, please affix your name, ID number, address and signature in the space provided below and in the attached annexes.


 


	Signature:
    	/s/ Rachel Vaknin	 
	 	 	 
	Name:
    	Rachel Vaknin	 
	ID:
    	 	 
	Address:
    	 	 
	Date:
    	22/11/2021	 


 



Microbot
                                            Medical LTD. 6 HaYozma St, Yokneam, 2069204. Israel, P.B 242,


Tel: 972-4-8200710,
Fax: 972-4-8200712 www.microbotmedical.com



 




    	 



     


    

 





 


ANNEX
A


to
the Agreement between Rachel Vaknin and Microbot Medical Ltd. (the “Company”), dated


November___,
2021


 


	 	1.	Personal
    Details	Full
                                            Name: Rachel Vaknin

    I.D.
    Number: _______________

    Address:
    ___________________

    Telephone
    Number (cell): +972-____________

	 	2.	Position
    in the Company	VP
    Finance
	 	3.	Supervisor	Company’s
    CEO
	 	4.	Scope
    of Position 	Full
    time position.
	 	5.	Days
    and Hours of Work 	The
                                            regular working week shall be 42 hours; the regular working days shall be Sunday–Thursday,
                                            of which 4 days shall consist of 8.6 net hours per day (not including a lunch break on your
                                            account), and one day, as shall be determined by the Company, shall consist of 7.6 net hours
                                            (not including a lunch break on your account).

     

    Saturday
    shall be your rest day.

	 	6.	Base
    Salary (gross)	NIS
    32,000 per month.
	 	7.	Global
    Compensation (gross)	In
                                            addition to the regular working days and hours, you may be required to be available to work
                                            at unusual and flexible extra hours and on irregular days.

                                                                               

    Therefore,
    you shall be paid on a monthly basis, in addition to your Base Salary, a Global Compensation in the amount of NIS 8,000 per month
    for a monthly average of 35 overtime hours, which has been determined according to a reasonable estimation of the overtime
    hours that you will be required to work.

     

    You
    are not authorized to, and shall not, work more than the quota of overtime hours mentioned above in any month without the prior written
    consent of the Company.

     

    The
    Global Compensation reflects your full compensation for the performance of work during overtime hours.

     

    Furthermore,
    although the Global Compensation is and shall be a real and true supplement above and beyond your Base Salary and the Company does
    not have a legal obligation to do so, the Company shall – ex gratia – take into account the Global Compensation
    for the purpose of calculating your social benefits and rights according to this Agreement, and the Global Compensation shall be
    paid to you also in the case of your absence from work due to vacation, sickness, or reserve duty.



 



Microbot
                                            Medical LTD. 6 HaYozma St, Yokneam, 2069204. Israel, P.B 242,


Tel: 972-4-8200710,
Fax: 972-4-8200712 www.microbotmedical.com



 




    	 



     


    

 





 





	 	8.	Salary
    (gross)	NIS
                                            40,000 per month.

                                                                               

    In
    the event you shall request to receive a leased car, as of the date in which it shall be placed at your disposal, your Salary shall
    be reduced to the Adjusted Salary, in the amount of NIS 37,000 (gross) per month (i.e. Base Salary- NIS 29,600 and Global Compensation-
    NIS 7,400).

     

    It
    is clarified and agreed that your Salary was calculated to include a special consideration, which equals 10% of the Salary, for your
    non-competition undertakings as detailed in Annex B.

	 	9.	Vacation
    	During
                                            the first year of your employment - 22 business days per annum.

                                                                               

    During
    the second year of your employment – 23 business days per annum.

     

    As
    of the third year of your employment – 24 business days per annum.

     

    It
    is hereby clarified that the above shall not constitute an undertaking to a minimal term of employment.

     

    The
    Company shall be entitled to set uniform dates for its employees’ vacation, with respect to all or any part of the vacation
    days, as it shall deem fit, including during the intermediate holidays.

     

    Maximum
    Quota - equals to 24 vacation days.

     

	 	10.	Commuting
    Expenses

Reimbursement or Leased Car	You
                                            shall be entitled to reimbursement of commuting expenses in the amount of NIS 1,000 per month.

                                                                               

    Notwithstanding,
    you may be entitled to opt to receive, in lieu of the commuting expenses reimbursement, a leased car of a model according to the
    Company’s standards, for your business and personal use (the “Car”). All expenses incurred in connection
    with the use of the Car, including insurance, maintenance and repairs, shall be borne and paid by the Company, excluding fines and
    tickets.

     

    You
    shall bear the tax usage value incurred in connection with the Car, as shall be in effect from time to time.

     

    You
    will drive the Car carefully and properly qua an owner who cares for his/her property and according to the Company’s applicable
    policy as in effect from time to time.

     

    You
    confirm that excluding the right to use the Car, you shall not have any interest, lien, encumbrance or retention or other right in
    the Car and you undertake to return the Car in good condition immediately to the Company upon the termination of your employment.

     

    For
    the avoidance of doubt, it is hereby clarified that the Car shall be provided in lieu of any payment in respect of commuting expenses.

     

	 	11.	Recreation
    Pay	In
                                            accordance with the applicable law.

                                                                               

	 	12.	Sick
    Days	In
                                            accordance with the applicable law, subject to the submission of medical certificates, no
                                            later than three (3) days from your absence.

                                                                               

    Payment
    of 1.5 sick days for each month of full-time work (meaning 18 days per year); however, not accumulate more than 90 days over time.




 


Microbot Medical
LTD. 6 HaYozma St, Yokneam, 2069204. Israel, P.B 242,


Tel: 972-4-8200710,
Fax: 972-4-8200712 www.microbotmedical.com



 






    	 



     


    

 






	 	13.	Pension and Severance Pay	Company’s Contribution
    to Severance	Company’s Contribution
    to Pension and Life Insurance*	Your Contribution to Pension
    and Life Insurance
	 	 	 	8.33%

    
	6.5%	6%



 


* In the event that you shall elect to be insured in a managers insurance
policy or a provident fund which is not a pension fund - the Company's contributions towards pension and life insurance shall
include payment for disability insurance in an amount which will ensure 75% of the Salary, provided however, that in any event
the contributions of the Company towards life insurance and pension shall be equal to at least 5% of the Salary, and the total cost of
the Company for disability insurance and pension and life insurance shall not exceed 7.5% of the Salary.


 


	 	 	Name of the Policy	_____________	 	 
	 	 	Starting Date	_____________	 	 
	 	 	 	 	 	 
	 	14.	Study
                                            Fund










	Company’s
                                            Contribution
	Your
                                            Contribution
	 
	 	 	 	7.5%	2.5%	 
	 	 	Name
    of the Policy	 ____________	 	 
	 	 	 	 	 	 
	 	 	Starting
    Date	 	 	 



 





	 	15.	 Effective
    Date	December
    __, 2021
	 	 	 	 
	 	16.	Prior
    Notice Period	60
    days.  


 


	/s/
    Naama Moav	 	/s/
    Rachel Vaknin
	Microbot
    Medical Ltd.	 	Rachel
    Vaknin


 



Microbot
                                            Medical LTD. 6 HaYozma St, Yokneam, 2069204. Israel, P.B 242,


Tel: 972-4-8200710,
Fax: 972-4-8200712 www.microbotmedical.com



 




    	 



     


    

 





 





ANNEX
A-1


 


אישור
כללי בדבר תשלומי מעבידים
לקרן פנסיה ולקופת ביטוח
במקום פיצויי פיטורים[1]
לפי חוק פיצויי פיטורים,
התשכ”ג - 1963


 


בתוקף
סמכותי לפי סעיף 14 לחוק פיצויי
פיטורים, התשכ”ג - 1963[2] (להלן
- החוק), אני מאשר כי תשלומים
ששילם מעביד החל ביום פרסומו
של אישור זה, בעד עובדו לפנסיה
מקיפה בקופת גמל לקיצבה
שאינה קופת ביטוח כמשמעותה
בתקנות מס הכנסה (כללים לאישור
ולניהול קופות גמל), התשכ”ד
- 1964[3] (להלן - קרן פנסיה), או לביטוח
מנהלים הכולל אפשרות לקיצבה
או שילוב של תשלומים לתכנית
קצבה ולתכנית שאינה לקצבה
בקופת ביטוח כאמור (להלן
- קופת ביטוח), לרבות תשלומים
ששילם תוך שילוב של תשלומים
לקרן פנסיה ולקופת ביטוח,
בין אם יש בקופת הביטוח תכנית
לקצבה ובין אם לאו (להלן -
תשלומי המעביד), יבואו במקום
פיצויי הפיטורים המגיעים
לעובד האמור בגין השכר שממנו
שולמו התשלומים האמורים
ולתקופה ששולמו (להלן - השכר
המופטר), ובלבד שנתקיימו
כל אלה:


 


		1.	תשלומי
                                            המעביד -



 


		(א)	לקרן
                                            פנסיה אינם פחותים
                                            מ- 1/3 14 מן השכר המופטר
                                            או 12% מן השכר המופטר
                                            אם משלם המעביד בעד
                                            עובדו בנוסף לכך
                                            כך תשלומים להשלמת
                                            פיצויי פיטורים
                                            לקופת גמל לפיצויים
                                            או לקופת ביטוח על
                                            שם העובד בשיעור
                                            של % 1/3 2 מן השכר
                                            המופטר. לא שילם המעביד
                                            בנוסף ל12%- גם % 1/3
                                            2 כאמור, יבואו תשלומיו
                                            במקום 72% מפיצויי
                                            הפיטורים של העובד,
                                            בלבד;



 


		(ב)	לקופת
                                            ביטוח אינם פחותים
                                            מאחד מאלה:



		(1)	%
                                            1/3 13 מן השכר המופטר,
                                            אם משלם המעביד בעד
                                            עובדו בנוסף לכך
                                            גם תשלומים להבטחת
                                            הכנסה חודשית במקרה
                                            אבדן כושר עבודה,
                                            בתכנית שאישר הממונה
                                            על שוק ההון ביטוח
                                            וחסכון במשרד האוצר,
                                            בשיעור הדרוש להבטחת
                                            75% מן השכר המופטר
                                            לפחות או בשיעור
                                            של % 1⁄2 2 מן השכר המופטר,
                                            לפי הנמוך מבינהם
                                            (להלן - תשלום לביטוח
                                            אבדן כושר עבודה);



 


		(2)	11%
                                            מן השכר המופטר, אם
                                            שילם המעביד בנוסף
                                            גם תשלום לביטוח
                                            אבדן כושר עבודה,
                                            ובמקרה זה יבואו
                                            תשלומי המעביד במקום
                                            72% מפיצויי הפיטורים
                                            של העובד, בלבד; שילם
                                            המעביד בנוסף לאלה
                                            גם תשלומים להשלמת
                                            פיצויי פיטורים
                                            לקופת גמל לפיצויים
                                            או לקופת ביטוח על
                                            שם העובד בשיעור
                                            של % 1/3 2 מן השכר
                                            המופטר, יבואו תשלומי
                                            המעביד במקום 100% פיצויי
                                            הפיטורים של העובד.



 


		2.	לא
                                            יאוחר משלושה חודשים
                                            מתחילת ביצוע תשלומי
                                            המעביד נערך הסכם
                                            בכתב בין המעביד
                                            לבין העובד ובו:



 


		(א)	הסכמת
                                            העובד להסדר לפי
                                            אישור זה בנוסח המפרט
                                            את תשלומי המעביד
                                            ואת קרן הפנסיה וקופת
                                            הביטוח, לפי הענין;
                                            בהסכם האמור ייכלל
                                            גם נוסחו של אישור
                                            זה;



 


(ב)
[4]ויתור המעביד מראש על
כל זכות שיכולה להיות לו
להחזר כספים מתוך תשלומיו,
אלא אם כן נשללה זכות העובד
לפיצויי פיטורים בפסק דין
מכח סעיפים 16 או 17 לחוק ובמידה
שנשללה או שהעובד משך כספים
מקרן הפנסיה או מקופת הביטוח
שלא בשל אירוע מזכה; לענין
זה, “אירוע מזכה” - מות, נכות
או פרישה בגיל ששים או יותר;


 


		(ג)	אין
                                            באישור זה כדי לגרוע
                                            מזכותו של עובד לפיצויי
                                            פיטורים לפי החוק,
                                            הסכם קיבוצי, צו הרחבה
                                            או חוזה עבודה, בגין
                                            שכר שמעבר לשכר המופטר.



 


אליהו
ישי


שר
העבודה והרווחה


 


	/s/	 	/s/
	העובד	 	החברה




 





 



 






[1]
                                            י"פ 4659 (30.6.98), עמ' 4394; תיקונים:
                                            י"פ 4803, התש"ס (19.9.99), עמ'
                                            5; י"פ 4970, התשס"א (12.3.01), עמ'
                                            1949


[2]
ס"ח התשכ"ג, עמ' 136


[3]
ק"ת התשכ"ד, עמ' 1302


[4]
תיקון: י"פ 4803, התש"ס (23.8.99)



 



Microbot
                                            Medical LTD. 6 HaYozma St, Yokneam, 2069204. Israel, P.B 242,


Tel: 972-4-8200710,
Fax: 972-4-8200712 www.microbotmedical.com



 




    	 



     


    










 


 


 


ANNEX
B


to
the Agreement between Rachel Vaknin and Microbot Medical Ltd. (the “Company”), dated


November___,
2021


 


CONFIDENTIALITY,
NON-COMPETITION, NON-SOLICITATION, INTELLECTUAL PROPERTY ASSIGNMENT


 


This
Annex B is entered into by the Company and I, Rachel Vaknin, the undersigned, as part of my employment agreement with the Company to
which this Annex B is attached (the “Agreement”). Any capitalized term not defined in this Annex B shall have the
meaning ascribed to such term in the Agreement.


 


In
addition to my undertaking under Section 4.3 of the Agreement, I hereby acknowledge, confirm and undertake to the Company as follows:


 


		1.	Confidentiality



 


	1.1	I
                                            acknowledge that in the framework and/or as a result of my employment with the Company I
                                            may (or may have) receive(d), learn(ed), be(en) expos(ed) to, obtain(ed), or have (or had)
                                            access to non-public proprietary and other confidential information relating to the Company,
                                            its business and activities, including without limitation any commercial, financial, business,
                                            professional, technical, technological information, including information regarding the Company’s
                                            (actual or planned) products, services, inventions, discoveries, studies, techniques, research
                                            and developments, processes, specifications, data, know-how, improvements, trade secrets,
                                            computer programs, software (in source and object code), databases and any intellectual property,
                                            information regarding marketing, operations, plans, activities, policies and procedures,
                                            employees, customers, suppliers, business partners, etc., including information of third
                                            parties (with respect to which the Company may have a duty of confidentiality), all whether
                                            or not marked confidential and whether disclosed in written, oral or other format (collectively,
                                            the “Confidential Information”), which is highly confidential and of great
                                            value to the Company and which may constitute professional and/or commercial secrets. For
                                            the sake of clarity, Confidential Information shall be deemed to include all notes, summaries,
                                            analyses, studies or other documents prepared by me or any other person which contain, or
                                            are based upon, in whole or in part, any Confidential Information.



 


	1.2	I
                                            confirm and agree that, all right, title and interest in and to all Confidential Information
                                            is and shall remain the sole and exclusive property of the Company or the third party providing
                                            such Confidential Information to the Company, as the case may be.



 


	1.3	During
                                            my period of employment with the Company and thereafter (without any fixed limitation of
                                            time), I undertake to maintain all Confidential Information in strict confidence at all times
                                            and not to, directly or indirectly, whether in writing, orally or otherwise, communicate,
                                            publish, reveal, describe, divulge or otherwise disclose or make available any of the Confidential
                                            Information or allow its exposure or disclosure, in whole or in part, to any individual or
                                            entity, and not to use any of the Confidential Information for any purpose other than for
                                            the performance of my duties and obligations on behalf of the Company under the Agreement.



 


Notwithstanding
the foregoing, the Confidential Information shall not include information that I prove using documented evidence to be (a) generally
available to the public not as a result of any fault of mine or any person acting on my behalf; or (b) furnished to me prior to my association
with the Company, without any obligation of confidentiality and/or use restrictions by a third party without breaching a confidential
obligation.


 



Microbot
                                            Medical LTD. 6 HaYozma St, Yokneam, 2069204. Israel, P.B 242,


Tel: 972-4-8200710,
Fax: 972-4-8200712 www.microbotmedical.com



 




    	 



     


    

 





	1.4	In
                                            the event that I will be required to disclose pursuant to an order of a court of competent
                                            jurisdiction or by applicable law or regulation any Confidential Information, I undertake
                                            that: (i) such disclosure will be made only to the extent and solely to the recipient legally
                                            required; and (ii) the Company will be provided by me with sufficient prior written notice
                                            of such legal requirement so as to have the opportunity to oppose the disclosure or obtain
                                            a protective order.



 


	1.5	I
                                            have not and will not improperly or wrongfully use(d) or disclose(d) any non-public proprietary
                                            information, documentation, trade secrets or other confidential information of any former
                                            employer or any previously approved concurrent employer or other person and I will not bring
                                            onto the premises of the Company or otherwise use on behalf of or to the benefit of the Company
                                            any such information belonging to any such employer, person or third party unless consented
                                            to in writing by such employer, person or third party.



 


	1.6	Upon
                                            the earlier of the Company’s request or upon the termination of this Agreement, I shall
                                            return to the Company any and all documents and other tangible materials containing Confidential
                                            Information and shall erase or destroy any computer or data files containing such Confidential
                                            Information, such that no copies or samples of Confidential Information shall remain with
                                            me. I agree that the Company has the right to inspect my property to reasonably ensure that
                                            no such materials remain in my possession.



 


	2.	Intellectual
                                            Property Rights



 


	2.1	Without
                                            derogating from the Company’s rights under any law and/or agreement, I confirm and
                                            agree that any and all discoveries, ideas, developments, inventions research , formulae,
                                            improvements, works of authorship, mask works, trade secrets, modifications, concepts, techniques,
                                            specifications, computer software or programs (in source and in object code), data bases,
                                            products (actual or planned), methods, technologies, know-how, designs, trademark data, processes
                                            and proprietary information, “Service Inventions” under Section 132 of the Patent
                                            Law-1967, whether or not patentable, copyrightable or otherwise protectable, (collectively,
                                            “Inventions”), which were or shall be made, invented, developed, discovered,
                                            conceived, or created by me, in whole or in part, independently or jointly with others: (i)
                                            prior to my employment with the Company for the benefit of and/or on behalf of the Company;
                                            and/or (ii) as a result of and/or during the period of my employment with the Company; and/or
                                            (iii) with the use of any equipment, supplies, facilities, property or proprietary information
                                            belonging to the Company, or any intellectual property rights therein, related thereto or
                                            associated therewith such as (but not limited to) copyrights and copyrights applications,
                                            patents and patent applications (collectively, “IP Rights”), (such Inventions
                                            and IP Rights, shall be referred to herein as “Company IP”) are and shall
                                            be the sole and exclusive property of the Company, and I shall have no rights, claims or
                                            interest whatsoever in or with respect thereto, and for the removal of doubt, I hereby irrevocably
                                            and unconditionally assign (and agree to assign in the future upon the vesting of any such
                                            rights in me) to the Company any and all rights title and interest, in and to any and all
                                            Company IP.



 


	2.2	Without
                                            derogating from the generality of the foregoing, I hereby irrevocably confirm that, the Salary
                                            to which I am entitled under the Agreement includes and incorporates full and appropriate
                                            compensation for any and all right I may have to any Company IP which are assigned to the
                                            Company, and I shall not be entitled to any additional compensation whatsoever with respect
                                            to any Company IP or for fulfilling my duties hereunder, and I hereby irrevocably waive any
                                            claim and/or demand to any right, moral rights, compensation or reward, including any right
                                            for any royalties or other compensation in Inventions based on Section 134 of Israeli Patent
                                            Law-1967.



 


Microbot Medical
LTD. 6 HaYozma St, Yokneam, 2069204. Israel, P.B 242,


Tel: 972-4-8200710,
Fax: 972-4-8200712 www.microbotmedical.com



 




    	 



     


    

 





 





	2.3	I
                                            further agree and undertake that if and to the extent any additional action is required from
                                            me in order to perfect, enforce, or defend said Company IP, and effectuate or confirm the
                                            Company’s title and interest therein, including to effect the formal transfer thereof
                                            to the Company, I shall take all necessary measures and fully cooperate, during and after
                                            the term of my employment, and perform any such action promptly upon the Company’s
                                            request. Additionally, I undertake to promptly disclose to the Company and transfer thereto
                                            any and all information and details with respect to the Company IP, to keep accurate records
                                            relating to the conception and reduction to practice of all Company IP (which records shall
                                            be the sole and exclusive property of the Company and shall be surrendered to the possession
                                            of the Company, immediately upon their creation), and to provide the Company with all information,
                                            documentation, and assistance, including the preparation or execution, as applicable, of
                                            documents, declarations, assignments, drawings and other data. It is hereby agreed that in
                                            case I will be required to assist the Company as described above after the termination of
                                            my employment with the Company, for any reason, the Company shall reimburse me for any reasonable
                                            expenses, including reasonable loss of time expenses, in connection therewith.



 


	2.4	If
                                            the Company (or any of its assigns) is unable because of my mental or physical incapacity
                                            or for any other reason to secure my signature to or to apply for or to pursue any application
                                            for any domestic or foreign patents or copyright registrations covering any of the Company
                                            IP, or to further any of the purposes as described above, then I hereby irrevocably designate
                                            and appoint the Company and its duly authorized officers, agents and assigns as my agent
                                            and attorney in fact, to act for and in my behalf and stead to execute and file any such
                                            applications and to do all other lawfully permitted acts to further the above purposes, including
                                            without limitation the prosecution and issuance of letters patent or copyright registrations
                                            thereon, with the same legal force and effect as if executed by me.



 


		3.	Non
                                            Competition and Non-Solicitation



 


		3.1	I
                                            undertake that, without the express prior written consent of the Company (such consent to
                                            be given or withheld in the sole discretion of the Company) as long as I am employed by the
                                            Company and for a period of twelve (12) months thereafter: (a) I shall not, directly or indirectly,
                                            be involved in any activity which is competitive with the Company or any of its businesses,
                                            including without limitation in the field of medical device (b) I shall not, directly or
                                            indirectly, engage in any activity with or for the benefit of any individual or entity, which
                                            at the time of the termination of my employment with the Company, or during the period of
                                            twelve (12) months prior thereto, was in contact of the Company, including without limitation
                                            any of the Company’s customers, suppliers, consultants, advisors, service providers,
                                            employees, and the like, or any active prospect of any of the foregoing persons (each, a
                                            “Third Party”) with respect to business activity of the kind and/or in
                                            the field that the Company engages in or discussed engaging in with such Third Party and/or
                                            take any action which could interfere with the relationship of the Company with such Third
                                            Party; and (c) I shall not, directly or indirectly, employ, offer to employ or otherwise
                                            solicit for employment or engagement any person who is or was, during the 12 (twelve) month
                                            period prior to the termination of my employment with the Company, an employee or consultant,
                                            supplier or contractor of the Company.



 


For
the purpose of this Section 3 of this Annex B, “directly or indirectly” includes engaging in business as an owner, an independent
contractor, shareholder, director, partner, manager, agent, employee or advisor. However, such a reference does not include the holding
of shares of a publicly traded company which constitute no more than 5% of the issued share capital of such traded company.


 



Microbot
                                            Medical LTD. 6 HaYozma St, Yokneam, 2069204. Israel, P.B 242,


Tel: 972-4-8200710,
Fax: 972-4-8200712 www.microbotmedical.com



 




    	 



     


    

 





 





		3.2	I
                                            confirm that the compensation in the Agreement, with respect to which negotiations were conducted,
                                            includes and incorporates special non-compete compensation as set forth in Annex A,
                                            which constitutes full and appropriate compensation for my undertaking not to compete in
                                            Section 3.1 of this Annex B above.



 


		4.	General



 


		4.1	For
                                            the purpose of this Annex B, the term “Company” shall include any parent, subsidiary
                                            and/or affiliated entities of the Company.



 


		4.2	My
                                            undertakings stipulated in this Annex B shall survive the termination of the Agreement.



 


		4.3	In
                                            the event of termination of my employment with the Company, I hereby grant my consent to
                                            the Company to (a) notify my new employer about my rights and obligations hereunder, and
                                            (b) give the Company permission to send my new employer a copy of this Annex B.



 


		4.4	The
                                            provisions of this Annex B are in addition to, and not in lieu of, any statutory or other
                                            contractual or legal obligation that the Company may have relating to the subject matter
                                            addressed herein.



 


		4.5	In
                                            the event that any of my undertakings in this Annex B are adjudicated to be invalid or unenforceable,
                                            such provision will be enforced to the maximum extent allowed by law given the intent of
                                            the Company and myself as expressed in this Annex B. The unenforceability of any term (or
                                            part thereof) shall not affect the enforceability of any other part of these undertakings
                                            made by me hereunder.



 


		4.6	I
                                            am aware that the breach or threatened breach of this Annex B or any part thereof may cause
                                            the Company and/ or its customers, severe and irreversible damage, to which monetary damages
                                            would not constitute sufficient remedy. Without derogating from any other remedies to which
                                            the Company may be entitled, including without limitation, pursuant to the Israeli Commercial
                                            Wrongs Law-1999, I agree that the Company will be entitled to injunctive relief to enforce
                                            my undertakings (or any breach thereof) under this Annex B.



 


		4.7	I
                                            represent that my performance of the terms of this Annex B and my duties as an employee of
                                            the Company do not and will not breach any agreement I have with, or any other obligation
                                            I owe to, any former employer or other party.



 


I
have read all that which is stated above and I hereby undertake to comply with all that which is written, and in witness whereof, I hereby
affix my signature to this Annex B, on this ___ day of the month of November 2021.


 


Employee
Name: Rachel Vaknin


Signature:
/s/ Rachel Vaknin_________


 



Microbot
                                            Medical LTD. 6 HaYozma St, Yokneam, 2069204. Israel, P.B 242,


Tel: 972-4-8200710,
Fax: 972-4-8200712 www.microbotmedical.com