Exhibit 4.10


 


 


 


 


 


 


Foresight Autonomous Holdings Ltd.


 


(the “Company”)


 


Remuneration Policy for Company’s Office
Holders


 


 


 


 


 




     


     


    

 


	1.	Introduction



 


		1.1	Pursuant to the provisions of the Companies Law, 1999 (hereafter – “the Companies
                                                                 Law”), on December 19, 2021, the Company’s Board of Directors approved a remuneration policy (hereafter –
                                                                 “the remuneration policy”) with respect to the terms of service and employment of Company’s office
                                                                 holders1  (hereafter – “the office holders”), after discussing and considering the
                                                                 recommendations of the Company’s Remuneration Committee regarding this matter.



 


		1.2	The provisions of the remuneration policy shall be subject to the provisions of any cogent law applicable
to the Company and its office holders in any territory.



 


		1.3	The underlying principles and purposes of the Remuneration Policy are as follows: (a) promoting the Company’s
goals, its work plan and its policy for the long-term; (b) remunerating and providing incentives to office holders, while considering
the risks that the Company’s activities involve; (c) adjusting the remuneration package to the size of the Company and the nature
and scope of its activities; (d) creating incentives that are suitable to Company’s office holders by remunerating those entitled
for remuneration under the Remuneration Policy in accordance with their positions, areas of responsibility and contribution to the development
of the Company’s business, the promotion of its targets and the maximization of profits in the short and long-term, taking into
account, among other things, the need to recruit and retain qualified, highly-skilled officers in a global and competitive market; and
(e) adjusting the remuneration of office holders to the contribution of the office holder to the achievement of the Company’s goals
and maximization of its profits.



 


		1.4	This Remuneration Policy is a multi-annual policy that will be effective for a period of three years from
the date of its approval, in accordance with Section 267A(c) of the Companies Law. This policy shall be brought forward for re-approval
by the Company’s Board of Directors and the general meeting of its shareholders (at the recommendation of the Company’s Remuneration
Committee) after three years have elapsed since the date of approval thereof and so forth, unless any changes need to be made to the remuneration
policy in accordance with the law and/or in accordance with the Company’s needs.



 


		1.5	Without derogating from the provisions set out in Section 1.4 above, the Company’s Remuneration
Committee and Board of Directors shall check, from time to time, whether the remuneration that is granted under this policy, does, indeed,
comply with the terms of this policy and the parameters set therein for each Company office holder.



 


		1.6	This remuneration policy is based, among other things, on the Company’s assessments as to the competitive
environment in which it operates and the challenge it faces in recruiting and retaining high-quality officers in such an environment;
it is also based on employment terms generally accepted in public companies operating in the Company’s area of activity and on existing
employment agreements between the Company and its office holder, which – in order to remove any doubt – this policy cannot
change.



 


	2.	The remuneration policy



 


		2.1	Components of the remuneration policy



 


In accordance with the Company’s
remuneration policy, the remuneration of the Company’s office holders shall be based on all or some of the following components:


 


		2.1.1	Basic salary component 2 – basic salary/monthly consultation fees;



 


		2.1.2	Social and related benefits - social benefits as prescribed by law (pension savings, contributions
towards severance pay, contributions towards training fund, vacation pay, sick leave, recreation pay, etc.) and related benefits, such
as company vehicle/vehicle maintenance, telephone expenses, meals at the workplace, gifts on public holidays, etc.



 





 






		1	The meaning of the term “office holder” is as defined
in the Companies Law, i.e., general manager, chief business manager, deputy general manager, vice-general manager, any person filling
any of these positions in the Company even if he holds a different title, and any other manager directly subordinate to the general manager.





 


		2	Whenever the term “basic salary” is used in this
remuneration policy, it refers to the “gross” monthly salary of that office holder, excluding any social benefits and related
benefits). Whenever the term “annual basis salary” is used, it means the basic salary for the month of December in the relevant
year times 12





 






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		2.1.3	Variable cash remuneration (bonus) – short and medium-term remuneration, which includes annual
bonuses, which are based on results and achievement of targets. The Company may also determine that a certain office holder will be paid
discretionary annual bonuses, taking into account his/her contribution to the Company and the restrictions placed under this policy.



 


		2.1.4	Variable equity-based remuneration – share-based payment or another long-term remuneration
(subject to the existence of valid long-term remuneration plans and provided that the Company decides to award such remuneration).



 


(the components in sections 2.1.3
and 2.1.4 above shall be called hereafter: “the variable components”).


 


At the time of approval of the remuneration
package of an office holder, the Remuneration Committee and Board of Directors of the Company shall assess the compliance of each of those
components and of the total cost of employment with the criteria set out in this plan.


 


		2.2	Parameters for reviewing remuneration terms



 


As a general rule, some or all of
the following parameters will be taken into account when reviewing the remuneration terms of a Company office holder.


 


		2.2.1	Education, skills, expertise, tenure (specifically in the Company and in the office holder’s field
of expertise in general), professional experience and achievements of the office holder;



 


		2.2.2	The role of the office holder, his areas of responsibility and his employment terms under previous wage
agreements entered into with this office holder;



 


		2.2.3	The office holder’s contribution to the Company’s business, the achievement of its strategic
goals and implementation of its work plans, the maximization of its profits and the enhancement of its strength and stability.



 


		2.2.4	The extent of responsibility delegated to the office holder.



 


		2.2.5	The Company’s need to recruit or retain an office holder with unique skills, knowledge or expertise.



 


		2.2.6	Whether a material change has been made to the role or function of the office holder, or to the Company’s
requirements from this office holder.



 


		2.2.7	The size of the Company and the nature of its activities.



 


		2.2.8	As to service and employment terms that include retirement grants – the term of service or employment
of the office holder, the terms of his service and employment over the course of this period, the Company’s performances in the
said period, the office holder’s contribution to the achievement of the Company’s goals, the maximization of its profits and
the circumstances of the retirement.



 


		2.2.9	(a) The market conditions of the industry in which the Company operates at any relevant time, including
the office holder’s salary compared to the salaries of other office holders working in similar positions (or in position of comparable
level) in companies whose characteristics are similar to those of the Company in terms of its activity (as described in section 2.3.1
below; (b) the availability of suitable candidates that can serve as office holders in the Company, the recruitment and retainment of
the office holders and the need to offer an attractive remuneration package in a global competitive market; and (c) changes in the Company’s
area of activity and in the scope and complexity of its activities.



 






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		2.3	Payroll review



 


		2.3.1	For the purpose of determining the payroll that can be offered to an office holder upon recruitment, the
Company will review from time to time the payroll generally accepted in the relevant markets for similar positions in companies, which
are similar to the Company in terms of its area of activity/scope of activity/complexity of activity/market value/ revenues and other
relevant parameters (if such companies exist). The Company will strive that the number of companies in such comparison will be not less
than five.



 


		2.3.2	The payroll review will be conducted by the Company itself, or by an external advisor, at the Company’s
discretion.



 


		2.4	Remuneration terms to new office holders



 


As a general rule, the remuneration
terms of new office holders shall be approved before they start working for the Company and not in retrospect, except in exceptional circumstances.


 


		2.5	The ratio between the remuneration of office holders and the remuneration of all other Company employees



 


The ratio between the cost of terms
of service and employment of Company’s office holders 3 and the cost of payroll4 of all other Company employees
(on a full-time basis):


 


	The ratio between the average cost of salary of office holders and the average cost of salary of all other Company employees shall not exceed:	 	
    Active Chairman of the Board of Directors: up to 4 times

    CEO: up to 4 times

    VPs (and other office holders who report to the CEO): up to 2.5 times

     

	The ratio between the cost of median payroll of office holders to cost of median payroll of of all other Company employees shall not exceed:	 	
    Active Chairman of the Board of Directors: up to 4 times

    CEO: up to 4 times

    VPs (and other office holders who report to the CEO): up to 2.5 times



 


In the opinion of the Company’s
Remuneration Committee and Board of Directors, the said ratio is reasonable and appropriate and does not have an adverse effect on work
relations in the Company, taking into account the nature of the Company, its size, the manpower mix employed therein, its area of activity
and the areas of responsibility of each office holder.


 


		2.6	Basic salary, benefits and other related benefits



 


		2.6.1	The basic salary of a new Company office holder shall be determined taking into accounts the parameters
described in section 2.2 above and the conclusions of the payroll review described in section 2.3 above (should such a review be conducted).



 


		2.6.2	The basic salary shall be in absolute numbers. The Company may determine that an office holder’s
salary shall be linked to a certain currency or index.



 





 






		3 	Cost of terms of service and employment of Company office holders
for the purpose of this analysis include the existing remuneration of the office holders and an amount that reflects the annual bonus
ceiling (as defined below) that is set by the remuneration policy set forth below.



 


		4	“Cost of payroll” – basic salary + benefits in terms
of cost to the employer.



 






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		2.6.3	In any case, the monthly cost of payroll4 shall not exceed the maximum amount set out below
in respect of full-time position (linked to the Consumer Price Index commencing December 2018):


 


	Position	 	Maximum monthly cost of payroll in ILS*
	 	 	 
	Active chairman of the Board of Directors	 	85,000
	Company’s CEO	 	140,000
	Vice Presidents and other office holders who report to the CEO	 	75,000


 


	*	The amounts presented above are in respect of a full-time
position; those amounts shall change in proportion to the scope of position of the office holder.



 


		2.6.4	Social benefits5, related
benefits, reimbursement of expenses



 


The remuneration package may include
benefits that are generally acceptable in the market, such as vacation pay6, contributions towards pension, life insurance,
training fund saving, health insurance, social rights and benefits, mobile phone (including grossing up of the taxable value of the phone),
internet and landline, gifts on public holidays, recreation, medical tests, medical insurance and/or undertaking such an insurance policy
and other expenses, all as approved by the Remuneration Committee and the Company’s Board of Directors, at their discretion and
in accordance with the applicable Company policy.


 


		2.6.5	Vehicle



 


Company office holders shall be entitled
to receive participation in vehicle expenses or a Company vehicle (including by way of leasing) in accordance with acceptable standards
for office holders holding similar positions in companies operating in the Company’s area of activity, or in companies, whose scope
of activities is similar to that of the Company, including grossing up the taxable value of this benefit, fuel expenses, licensing, insurance
and other related expenses.


 


		2.6.6	Insurance, indemnification and exemption



 


		2.6.6.1	Company’s office holders shall be entitled to insurance coverage to be provided by a liability insurance
policy of directors and office holders, which the Company will purchase from time to time, subject to the approvals required by law.



 


		2.6.6.2	Subject to the provisions of the law, as amended from time to time, and without detracting from the provisions
of section 2.6.6.1 above, the Company’s office holders shall be entitled to benefit from coverage provided by a liability insurance
of directors and office holders, which the Company will purchase from time to time, subject to the approval of the Remuneration Committee
alone (and the approval of the Board of Directors, if required by law), provided that the insurance policy meets the following criteria
and provided that the engagement with the insurer is entered into under market conditions and will not have a material effect on the Company’s
profitability, its assets or liabilities:



 


Directors and office
holders in the Company shall be entitled to benefit from coverage provided by a liability insurance of directors and office holders, in
a limit of $ 50 million per claim and over the insurance period covered by that policy (plus $ 3 million litigation expenses in excess
of the abovementioned limit) (the “policy”). Total annual premium that the Company will pay to an insurance company for the
policy and the deductible amount shall be in accordance with market conditions at the date of acquiring the policy, provided that such
amounts are not substantial to the Company. The policy will renew each year, in similar conditions and subject to the approvals required
by law, for additional periods of 18 months each.


 





 






		5	As to an office holder that has entered into engagement with the Company whereby no
                                                                             employer-employee relationship exists, the Company may pay the social benefits described above on top of his salary in lieu of the
                                                                             said expenses.



 


		6	An office holder shall be entitled to annual leave as prescribed by law, but the Company grant him
                                                                             further paid leave up to a ceiling of 24 working days per year. The Company may allow the office holder to accumulate vacation days
                                                                             over his term of office in accordance with Company’s procedures.



 






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In the event of a material change
in the risks applicable to the Company or if the policy is not renewed, the Company will be entitled to purchase a Run-Off coverage for
a period of up to 7 years (the “Run-Off Period”), at a premium to the Run-Off Period which is in accordance with market conditions,
provided that such amount is not substantial to the Company.


 


In addition,
the Company shall be entitled to purchase a POSI insurance policy (Public Offering of Securities Insurance) that will supplement the insurance
coverage for events that were not taken into account at the time of purchasing the insurance policy (such as a share offering, share offering
in a foreign stock exchange, financing, or publication of a prospectus, etc. in limit and the maximal coverage that shall not exceed $
15 million. The premium and the deductible amount shall be in accordance with market conditions at the date of acquiring such policy,
provided that such amounts are not substantial to the Company.


 


The Purpose
of the abovementioned insurance policies is to entitle the Company’s directors and office holders a defense against lawsuits, while
the conditions of the insurance policies are determined in negotiations between the Company and the insurance companies, taking under
account the Company’s size and fields of activities, the geographical spread of the Company’s operations, the risk management policy
of the Company, the number of office holders insured by the policies, and customary and acceptable conditions in the market in such field.


 


		2.6.6.3	The Company’s office holders may be entitled to an indemnification arrangement in accordance with
arrangements that are normally acceptable and subject to the provisions of the law and the Company’s articles of association. The
overall amount of indemnification per event to all office holders shall not exceed 25% of the effective shareholders’ equity of
the Company (the maximum indemnification amount). For that purpose, the “effective shareholders’ equity of the Company”
means the amount of the Company’s shareholders’ equity in accordance with the last consolidated audited or reviewed financial
statements of the Company (as applicable) at the time of actual payment of the indemnification. It is hereby clarified, that the indemnification
shall be paid in excess of any amount paid under the liability insurance of directors and office holders, which the Company has purchased
or will purchase from time to time.



 


		2.6.6.4	Company office holders may be entitled to an exemption arrangement in accordance with arrangements that
are normally acceptable and subject to the provisions of the law and the Company’s articles of association.



 


		2.7	Remuneration in connection with termination of employment



 


		2.7.1	Advance notice period



 


		2.7.1.1	An office holder may be entitled to advance notice period or payment in lieu of advance notice period.
The advance notice period shall be determined for each and every office holder, taking into account the parameters listed in section 2.2
above.



 


		2.7.1.2	As a general rule, the advance notice period of an office holder shall not exceed 3 months for an office
holder who was employed in the Company for less than 3 years, and shall not exceed 6 months for an office holder who was employed in the
Company more than 3 years. The Remuneration Committee and Board of Directors of the Company, and where required – the General Meeting
of the Company’s shareholders, may, at their discretion, taking into account the position of the office holder, his area of responsibility
and his other remuneration components, approve an advance notice period that is different than the one specified above.



 






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		2.7.1.3	Over the course of the advance notice period, the office holder shall continue to do his job in the Company
at the request of the Company, unless the Company decides that he will not do so, in which case the office holder may be entitled to continue
and receive over the advance notice period all employment and service terms, which were agreed upon in his employment agreement.



 


		2.7.1.4	The service and employment terms of the office holders may include a provision whereby the Company may
terminate the employment of the office holder without an advance notice period in cases which deny eligibility for severance pay according
to the law, including the following cases: (a) conviction of an offence involving moral turpitude; (b) an office holder who will conduct
himself in a disloyal and/or unreliable and/or dishonest manner in his relations with the Company and/or while carrying out actions on
its behalf and/or will harm the Company’s reputation; (c) in case the office holder will breach the confidentiality duty towards
the Company and/or his duty to protect the Company rights which were developed due to or as part of his work at the Company; (d) Any other
case in which the Company is legally entitled to refrain from payment of severance pay.



 


		2.7.2	Severance pay



 


The scope of severance pay will be
determined immediately prior to the employment of the office holder, or during his employment, to the extent such employment is not expecting
to terminate soon. Severance pay shall not be increased immediately prior to termination of employment. In general, an office holder who
are a Company employee, will be entitled to Severance pay constituting 100% of his law monthly salary. The Company will strive that new
employment agreements with office holders will include provisions in accordance with Section 14 to the Israeli Severance Pay Law, 5723-1963.
Notwithstanding the foregoing, in the event that the employment of a certain office holder will terminate under circumstances which allow
to deny eligibility for severance pay by law, in whole or in part, the Company will release to such office holder only his payment to
the manager’s insurance/pension plan and education fund.


 


		2.7.3	Retirement / Adaptation period



 


		2.7.3.1.	Subject to the approval of Remuneration Committee and Board of Directors of the Company, and where required
– the General Meeting of the Company’s shareholders and subject to the provisions of the law, as amended from time to time,
the office holder may be entitled to an adaptation period that will not exceed six months, provided he was employed in the Company for
at least two years, after the end of the advance notice period. Over the adaptation period, the office holder will receive his salary
and other related employment terms as described above. An office holder may be entitled to retirement grants provided that such grant
was determined in the engagement agreement with such office holder, provided further that he did not end his service in Company under
circumstances which, as determined by the Company’s Board of Directors, deny eligibility for severance pay, in such case will not
be entitled to any retirement grant.



 


		2.7.4.3	When determining the amount of the retirement grant, the Company will take into account, among other things,
the period of service or employment of the office holder, the terms of service and employment over the course of this period, his contribution
to the achievement of the Company’s goals and maximization of its profits and the circumstances of the retirement.



 






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		2.8	Annual bonus



 


In addition to the fixed salary component
as determined herein, the remuneration package of Company’s office holders may include eligibility to an annual bonus that is based
on measurable targets and to an annual discretionary bonus (hereafter jointly: “the annual bonus”).


 


		2.8.1	Components of the bonus



 


		●	With regard to the Company’s CEO and
an active chairman of the Board of Directors (other than CEO or active chairman of the Board of Directors who are the controlling shareholder
of the Company or his relative) – most of the annual bonus will be based on measurable targets and an immaterial portion of
the annual bonus (for that purpose “immaterial portion” – the higher of (a) a total of 3 (gross) monthly salaries
or (b) 25% of the variable components of the bonus (actual bonus and equity-based payment) shall be a discretionary bonus that is based
on qualitative criteria. Notwithstanding the above, if in a specific year the Company does not pay the CEO or the active chairman of the
Board of Directors (as applicable) an annual bonus that is based on measurable targets (i.e., if the discretionary annual bonus paid to
the CEO or the active chairman of the Board of Directors (as applicable) constitutes the total annual bonus paid on that year), then the
amount of the discretionary bonus that the Company may pay to the CEO and to the active chairman of the Board of Directors (as applicable
and separately) shall not exceed three (3) gross monthly salaries of that office holder.



 


		●	With regard to office holders who report to
the Company’s CEO – subject to the provisions of the law, office holders, who report to the CEO, may be eligible to an
annual bonus that is based on measurable targets and to a discretionary annual bonus. It should be clarified that the whole amount of
annual bonus payable to office holders, who report to the Company’s CEO may be a discretionary bonus (unlike an annual bonus that
is based on measurable targets).



 


		2.8.2	Annual bonus that is based on measurable targets



 


The amount of the annual bonus that
is based on measurable targets shall be calculated based on measurable criteria, that will be determined (if they are determined) for
each and every office holder, as possible, at the time of determining the Company’s budget for the forthcoming year, in accordance
with the role of the relevant office holder, by the competent organs of the Company (in accordance with the provisions of the law and
the positions of the Securities Authority, as amended from time to time). It is hereby clarified the in regard to office holders, who
report to the CEO, such measurable targets may be determined only by the Company’s CEO.


 


		2.8.2.1	Subject to the provisions of the law and the positions of the Securities Authority (as amended from time
to time):



 


		a.	The Remuneration Committee and Board of Directors alone will be allowed to determine the measurable targets
applicable to active directors, if one of the following is fulfilled:



 


		(1)	All of the following conditions are met: (a) the resolution is in line with the remuneration policy; (b)
the grant in question is based only on measurable targets; (c) the amount of the potential grant is immaterial (up to three salaries);
and (d) the targets were pre-determined by the Remuneration Committee and Board of Directors.



 


		(2)	All of the following conditions are met: (a) the resolution is in line with the remuneration policy; (b)
the office holder in question serves both as a director and in an operational role in the Company; (c) The Remuneration Committee and
Board of Directors approved the targets, but the directors, who receive from the Company a bonus based on measurable targets, did not
take part in the approval of those targets (whether in their capacity as directors or in their capacity as other office holders in the
Company).



 






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		b.	The Remuneration Committee and Board of Directors alone will be allowed to determine the measurable targets
applicable to an office holder, who is a controlling shareholder or a relative thereof (as these terms are defined in the Companies Law),
if one of the following is fulfilled:



 


		(1)	All of the following conditions are met: (a) the resolution is in line with the remuneration policy; (b)
the grant in question is based only on measurable targets; (c) the amount of the potential grant is immaterial (up to three salaries);
and (d) the targets were pre-determined by the Remuneration Committee and Board of Directors.



 


		(2)	Measurable targets based on financial statements data and which applies in the same manner to the controlling
shareholder and his relative and to every other office holders, provided that all of the following conditions are met: (a) the number
of the other office holders which such targets apply, is significantly higher than the number of office holder which is the controlling
shareholder or his relative; (b) the potential grant to the other office holder is significantly higher than the potential grant to the
office holder which is the controlling shareholder or his relative (in absolute numbers); (c) the cost of the grants attributed to the
controlling shareholder, taking into account his holdings in the Company, will be significantly higher than the total grant he will be
entitled to in the event of meeting the targets, so it is clear that the controlling shareholder has a slight and negligible interest
in determining the targets.



 


Set forth below are some suggested
criteria for the annual bonus that is based on measurable targets. It should be clarified that this list is not a closed and binding list.
The Remuneration Committee and the Board of Directors may consider adding or removing some of those criteria, taking into account the
role of each office holder, this areas of responsibility and the Company’s activity.


 


		1.	Bonus that is based on financial targets – a bonus that is based on meeting principal and
personal performance metrics that are quantified and set out in the Company’s work plan and attributed to the relevant office holder.
These performance metrics may include, among other things: sales and marketing targets.



 


		(a)	Engagement in products distribution contracts.
	 	 	 



		(b)	Engagement in collaboration contracts.
	 	 	 



		(c)	Achievement of product development milestones.
	 	 	 



		(d)	Completion of development of new technologies.
	 	 	 



		(e)	Production and growth metrics relating to scope of activity.
	 	 	 



		(f)	Recruitment and retainment of customers.
	 	 	 



		(g)	Reducing costs.
	 	 	 



		(h)	Implementation, promotion and completion of planned projects.
	 	 	 



		(i)	Achievement of targets/milestones relating to implementation of principal projects and processes of the
Company.
	 	 	 



		(j)	Promotion of strategic plans and targets, including targets which were set for the office holder, and
which are relevant to the relevant office holder’s area of activity.
	 	 	 



		(k)	Achievement of financial targets: raising loans, bonds, public offering of shares, etc.



 


At the end of each year, the Remuneration
Committee and Board of Directors, or the Company’s CEO, as applicable, will review the office holders’ meeting their measurable
targets in order to determine that component of the annual bonus, which is based on measurable targets. The Remuneration Committee and
Board of Directors, or the Company’s CEO, as applicable, may determine to pay only part of the component of the annual bonus, which
is based on measurable targets, if the office holder meets only some of the targets.


 






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		2.8.2.2	Neutralization of one-off events



 


As part of the calculation of the
eligibility to annual bonus that is based measurable targets on the basis of financial statements data (if such targets are set) the Board
of Directors or the Remuneration Committee will be authorized to neutralize the effect of “one-off events”, or alternatively
to decide that such events should not be neutralized in a certain year, as applicable.


 


		2.8.3	Annual discretionary bonus



 


Subject to the recommendation of the
Company’s CEO in connection with office holders who report to him, and in respect of the CEO and the active directors – subject
to the recommendation of the Board of Directors, the Company’s competent organs shall be allowed (subject to the provisions of the
law and the positions of the Securities Authority (as amended from time to time)), to award a discretionary bonus to Company’s office
holders, based, among other things, on the following qualitative criteria (hereafter – “annual discretionary bonus”).


 


		1.	The office holder’s contribution to the Company’s business, the maximization of its profits
and the enhancement of its strength and stability.



 


		2.	The Company’s need to recruit or retain an office holder with unique skills, knowledge or expertise.



 


		3.	The extent of responsibility delegated to the office holder.



 


		4.	Changes that have taken place over the last year with regards to the areas of responsibility of the office
holder.



 


		5.	Satisfaction from the performance and functioning of the office holder.



 


		6.	Appreciation to the office holder’s ability to work in collaboration and coordination with the team.



 


		7.	The office holder’s contribution to corporate governance and to proper control environment and ethics.



 


		8.	The office holder’s contribution to the promotion and development of employees and managers, insofar
as this is relevant to his role.



 


The Company’s competent organs
shall approve this component based, among other things, on data presented by the Company’s management and based on personal assessment
and recommendation issued by the Company’s CEO (with regard to office holders who report to him) and by the Company’s Board
of Directors with regard to active directors and the CEO, while listing the underlying reasons for their recommendation.


 


		2.8.4	The annual bonus ceiling of office holders as of date of payment thereof (both in respect of discretionary bonus and in respect
of bonus based on measurable targets:



 


	Role	 	Maximum
annual bonus7 as of date of payment thereof 

(in terms of cost of payroll4)
	Active chairman of the Board of Directors	 	Up to 6 salaries (subject to the provisions of section 2.8.1 above)
	CEO	 	Up to 6 salaries (subject to the provisions of section 2.8.1 above)
	VPs and other office holders who report to the CEO	 	Up to 4 salaries


 





 






	7	The	ceiling is in respect of the whole annual bonus – bonus
based on measurable targets + discretionary bonus.



 






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		2.8.5	The Remuneration Committee and Board of Directors may decide to postpone the payment of the annual bonus
or reduce the amount of the annual bonus to which the office holder is entitled, at their own discretion.



 


		2.8.6	The Company may pay an office holder, who has not completed a full year of employment, a proportionate
share of the bonus according to the period of employment of the office holder.



 


		2.8.7	The office holder shall repay to the Company that portion of the bonus he received, which was based on
measurable targets, should it be determined that this component was paid to him on the basis of erroneous data and/or data that were restated
in the Company’s financial statements, provided that the date of restatement of the financial statements does not fall later than
three years after the original approval of the relevant financial statements.



 


		2.9	Long-term remuneration



 


		2.9.1	Subject to the approval of a long-term remuneration plan by the Company in accordance with the provisions
of the law, the Company may allocate to office holders and from time to time options and/or restricted shares (“share-based payment”)
and/or another long-term remuneration, including a remuneration that is based on the performance of the Company’s share (such as
phantom options), as part of the remuneration package.



 


		2.9.2	The annual value8 of the share-based payment paid to each office holder, as of the date of
grant thereof, shall not exceed 200% of the cost of payroll4 of such office holder. Such value will be determined in accordance
with acceptable valuations methods at the date of grant thereof.



 


		2.9.3	Should the Company decide the award options:



 


		2.9.3.1	The Company will maintain securities-based remuneration plan in accordance with Section 2012 to the Income
Tax Ordinance or other tax provisions that apply to the Company and/or its employees in accordance with the territory in which they operate.
However, the Company’s Remuneration Committee and Board of Directors will be entitled to grant options in the absence of such plan.



 


		2.9.3.2	Each of the options that the Company will award will be exercisable into one ordinary Company share in
consideration for a price that will not be less than the average share price on the Tel Aviv Stock Exchange over the last 30 trading days
preceding the date on which the Board of Directors of the Company decided to award the options.



 


		2.9.3.3	The vesting period of the options to be awarded by the Company will be at least 3 years until vesting
of all options that were allocated when every quarter (or a longer period of time as determined by the Company’s Board of Directors)
a proportionate share of the amount of the allocated options will vest. Nevertheless, the Remuneration Committee and the Company’s
Board of Directors are authorized to determine that despite the above vesting provisions, the options shall be exercisable upon the achievement
of targets that they will set close before the award of the options.



 


		2.9.3.4	The vesting period may be accelerated upon the occurrence of special events, such as change of control
in the Company and/or sale of operations and/or the end of the tenure of an office holder under special circumstances (such as death of
illness).



 


		2.9.3.5	The options shall expire no later than 7 years following the vesting date of an option.



 


		2.9.3.6	The maximum aggregate dilution for all of the options awarded to the Company’s officers and employees
shall not exceed 15% of the Company’s outstanding share capital on a fully diluted basis.



 


		2.9.4	As part of the discussion on the award of share-based payment to a Company office holder, the Remuneration
Committee and the Company’s Board of Directors, and where required – the general meeting of the Company’s shareholders,
will assess whether the said award constitutes an appropriate incentive that will contribute to the maximization of the Company’s
value in the long-term.



 


		2.9.5	Share-based payment shall be awarded after the assessment of the economic value of the said award, the
exercise prices and the exercise periods.





 





 






	8	The	value of share-based compensation that vested in a period
of 12 months from the grant date.



 






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		2.10	The ratio between the fixed salary
                                            component and the variable components9



 


	Role	 	The ratio between the variable components 

and the fixed components
	 	 	 
	Active chairman of the Board of Directors	 	Up to 2.5
	CEO	 	Up to 2.5
	VPs and other office holders who report directly to the CEO	 	Up to 2


 


 


		2.11	Extending the term of existing agreements with Company office holders and making amendments to those
agreements



 


		2.11.1	Prior to extending the term of the employment agreement with a Company office holder (whether this involves
changes to the terms of employment or not), the office holder’s existing remuneration package will be assessed in relation to the
parameters set out in section 2.2 above and bearing in mind the payroll review, which was conducted by the Company as per section 2.3
above.



 


		2.11.2	Subject to the provisions of the law and the positions of the Securities Authority, as amended from time
to time, immaterial changes made to the service terms of the Company’s CEO will need to be approved by the Remuneration Committee
alone, if the latter approved that the changes are, indeed, immaterial and the change complies with the provisions of this remuneration
policy.



 


		2.11.3	Subject to the provisions of the law and the positions of the Securities Authority, as amended from time
to time, immaterial changes made to the service and employment terms of the office holders who report to the Company’s CEO shall
be approved by the Company’s CEO alone and the approval of the Remuneration Committee will not be required, provided that the service
and employment terms of that office holder comply with the provisions of this remuneration policy.



 


In sections 2.11.2 and 2.11.3 above,
“immaterial changes to the service and employment terms” are changes, the aggregate value of which does not exceed
10% of the overall annual cost of remuneration of the office holder.


 


		2.12	Remuneration of directors



 


		2.12.1	Company’s directors will be eligible to remuneration in accordance with the Companies Regulations
(Rules Regarding Remuneration and Expenses to External Director), 2000 (hereafter – “the remuneration regulations”)
and which will not exceed the maximum remuneration set in the remuneration regulations (including the maximum remuneration to an external
expert director, which is set in the remuneration regulations). This section will not apply to directors, who will serve as active directors
and who will be eligible to remuneration in accordance with other provisions of this remuneration policy.



 


		2.12.2	Notwithstanding the provisions of section 2.12.1, directors, who serve in other positions in the Company
in addition to their service as directors, shall be eligible to salary as paid in the Company for similar positions.



 


		2.12.3	The directors, who serve in the Company, may be eligible to reimbursement of reasonable expenses; they
will also be eligible to insurance, indemnification and exemption arrangements as described in section 2.6.6 above, all in accordance
with the provisions of the Company’s articles of association and the provisions of this remuneration policy.



 


	3.	The powers of the Remuneration Committee and the Company’s Board of Directors with regard
to the remuneration policy



 


		3.1	The Company’s Board of Directors is charged with the management of the remuneration policy and all
actions required for management thereof, including the power to interpret the provisions of the remuneration policy where doubts arise
as to the manner of its implementation.



 


		3.2	The Company’s Remuneration Committee and Board of Directors will assess, from time to time, the
remuneration policy and the need to adjust it, inter alia, in accordance with the considerations and principles set out in this policy,
while taking into account the changes in the Company’s goals, market conditions, Company’s profits and revenues in previous
periods in in real time and any other relevant information.



 


		3.3	In order to assess the Company’s remuneration policy, the Company’s Remuneration Committee
and its Board of Directors will monitor the implementation of the remuneration policy in the Company.





 





 






		9	 For that purpose, the “variable components”
include the annual value of the share-based payment.



 





 


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