Exhibit 4.3


 





 


 


BrainsWay Ltd.


(The "Company")


 


Compensation Policy

(the “Policy” or “Compensation Policy”)


 


As adopted by the Company's Shareholders on
December 22, 2021.


 


	1.	Definitions



	 	“Board”	-	The Company's board of directors;
	 	"Committee"	-	The Company's compensation committee;
	 	"Company" 	-	BrainsWay Ltd.;
	 	"Companies Law" 	-	The Companies Law, 1999, Israel;
	 	"Director" 	-	The members of the Board of the Company;
	 	"Securities Law"	-	The Securities Law, 1968, Israel;
	 	"Subsidiaries" 	-	As defined under Section 1 of the Securities Law.
	 	
    "Retirement Bonus"
	-	Bonus, payment, compensation or any other benefit awarded to an officer with regard to conclusion of their office with the Company; 
	 	"Officer"	-	As defined in the Companies Law, excluding the Directors;
	 	"Stock Option Plan"	-	Amended and Restated 2019 Share Incentive Plan, as it may be amended from time to time, or such other equity incentive plan, including an employee stock purchase plan, adopted by the Company from time to time; 
	 	“Base Salary”	-	A fixed amount paid by the Company to its Officers in return for work performed. Base salary does not include benefits, bonuses or any other potential compensation; 
	 	"Cost" 	-	Cost to the employing entity.


 


	2.	Overview



 


		2.1.	General



 


		2.1.1.	The Compensation Policy considers, inter alia, the Company's risk management parameters, size and
nature of its operations and, with regard to terms of office and employment which include variable components, the Officer's long-term
contribution to achieving the Company's objectives and to maximizing shareholders value, taking into account the scope and reach of the
Officer's role.



 


		2.1.2.	The Compensation Policy was prepared with due consideration to the nature of the Company’s operations
in the life-sciences sector, territories where the Company operates, market capitalization on the applicable stock exchange or trading
platforms on which the Company's ordinary shares and American Depository Shares (“ADS”) are then listed or traded, as well
as other criteria. The compensation amounts and ratios are generally based on a survey conducted by Compvision Ltd. for the Company, which
refers to the different positions, both Israeli and international comparison group and reflect a market benchmark for the Company.



 


		2.1.3.	The compensation principles, targets and benchmarks are derived, inter alia, form the Company's
annual work plan and from long-term plans as determined by the Board from time to time.



 



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		2.1.4.	For the avoidance of doubt, it is clarified that in case of any amendment
made to provisions of the Companies Law and any other relevant rules and regulations in a manner that will facilitate the Company with
respect to its action with regard to Officer compensation, the Company may be entitled to follow these provisions even if they contradict
the principles of this Policy.



 


		2.2.	Overall Compensation - Ratio Between Fixed and Variable Compensation



 


		2.2.1.	This Policy aims to balance the mix of "fixed compensation", comprised of Base Salary and benefits
(“Fixed Compensation") and "variable compensation", comprised of cash bonuses and equity-based compensation (“Variable
Compensation") in order to, among other things, appropriately incentivize Officers and Directors to meet BrainsWay's short and long
term goals while taking into consideration the Company’s need to manage a variety of business risks.



 


		2.2.2.	The total Variable Compensation of each Officer shall not exceed 85% of the total compensation package
of such an Officer on an annual basis. The Board believes that such range expresses the appropriate compensation mix in the event that
all performance objectives are achieved and assumes that all compensation elements are granted with respect to a given year.



 


		2.2.3.	It should be clarified, that the Fixed Compensation may constitute 100% of the total compensation package
for an Officer in any year (under circumstances in which a variable component will not be approved for that year and/or in the event of
a failure to meet the set goals, if and when determined).



 


		2.3.	Intra-Company Compensation Ratio
	 	 	 
	 	 	In the process of drafting this Policy,
BrainsWay’s Board has examined the ratio between employer cost, as such term is defined in the Companies Law, associated with the
engagement of the Officers (the “Officers Cost") and the average and median employer cost associated with the engagement of
the other employees of BrainsWay (the “Other Employees Cost" and the “Ratio", respectively). The Board believes
that the current Ratio does not adversely impact the work environment in BrainsWay. The following are the ratios as of the date of the
approval of this Compensation Policy:



 





 


	Position	Ratio to average Other Employees Cost	Ratio to the median Other Employees Cost
	CEO	12.13	14.62
	Other Officers	3.21	3.34
	Directors	5.73	8.77


 


		2.4.	Compensation Components
	 	 	 
	 	 	Compensation components will include
each of the following






		a.	Base Salary;



		b.	Benefits;



		c.	Cash bonuses;



		d.	Equity based compensation;



		e.	Retirement and termination; and



		f.	Exemption, Indemnification and Insurance.



 


		2.5.	Compensation Currency
	 	 	 
	 	 	While the Company's employment agreements
and/or consulting agreements may be in NIS, USD or any other currency, the Company's compensation costs (including salaries, benefits
and consulting) are reported in the Company's financial statements in USD. Thus, all compensation components are presented in this policy
in USD. Conversion from USD to the relevant currency for the purposes of complying with this Policy shall be made when determining and
approving a specific compensation component.



 



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		2.6.	Interpretation
	 	 	 
	 	 	The language of this Compensation Policy
uses the male pronoun only as a measure of comfort. This Policy applies to both male and female Officers.



 


	3.	Officers' areas of responsibility, education and experience
	 	 
	 	The compensation package to the Officers
and Directors is individually determined by the Committee and the Board (unless other approvals are required under any applicable law)
according to the educational background, prior vocational experience, qualifications, role, business responsibilities, past performance
and previous compensation arrangements of such Officer.



 


	4.	Base Salary



 


		4.1.	Position: Company CEO
	 	 	 
	 	 	The annual Base Salary for the Company CEO shall be up to USD $550,000 for a full-time position.1



 





		4.2.	Position: Officers (other than CEO)
	 	 	 
	 	 	The annual Base Salary for each Officer (other than CEO) shall not exceed
an amount of US $425,0002.



 


		4.3.	Position: Directors 



 


		4.3.1.	Chairman of the Board (the “Chairman”)
	 	 	 
	 	 	The monthly remuneration
of the chairman of the Board of Directors in the Company shall not exceed an annual cash fee retainer of US $280,000 (for full-time position).
The monthly wage shall be reduced in a linear manner in the case of a reduction in the scope of the position.



 


		4.3.2.	Other Directors 



 


		4.3.2.1.	All BrainsWay's Board members, excluding the chairman of the Board, may be entitled to an annual cash
fee retainer of up to USD $50,000, BrainsWay committee membership annual cash fee retainer of up to USD $15,000, and committee chairperson
annual cash fee retainer of up to USD $20,000 (not to be paid both as committee member and chairperson).



 


		4.3.2.2.	In addition to the above, to the extent a Director is tasked to assist the Company's management on special
and strategic projects or matters requiring specialized expertise and/or significant additional time beyond the scope expected within
a Director’s regular responsibilities, such Director shall be entitled to a monthly amount of up to US $15,000 for each full month
in which the Director assisted with said project/matter.



 


		4.3.3.	In spite of the above, the compensation of the Company’s external directors, if any, shall be in
accordance with the Companies Regulations (Rules Regarding the Compensation and Expenses of an External Director), 5760-2000, as amended
by the Companies Regulations (Relief for Public Companies Traded in Stock Exchange Outside of Israel), 5760-2000, as such regulations
may be amended from time to time.



 





 






1
This amount is not intended as a reflection of current market value for the indicated role; rather it is expressed as an
upper limit to ensure appropriate flexibility, including such as required to meet future needs of the Company.


2 This amount is not intended as a reflection of current
market value for the indicated role; rather it is expressed as an upper limit to ensure appropriate flexibility, including such as required
to meet future needs of the Company.



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		4.3.4.	It is hereby clarified that the compensation (and limitations) stated under Section 4.3.2.1 will not apply
to directors who serve as Officers or consultants of the Company, and in such case the compensation shall be on the terms agreed upon
between such director with the Company and duly approved under applicable law.



 


		4.4.	Officers Benefits



 


		4.4.1.	The following benefits may be granted to Officers in order, among other things, to comply with legal requirements:



 


		·	Vacation days in accordance with market practice
and applicable law, including redemption thereof; 



 


		·	Sick days in accordance with market practice
and applicable law;



 


		·	Convalescence pay according to applicable law;



 


		·	Monthly remuneration for a study fund, as allowed
by applicable law and with reference to the Company's practice and common market practice;



 


		·	Contribution by the Company on behalf of the
Officer to an insurance policy or a pension fund, as allowed by applicable law and with reference to the Company's policies and procedures
and common market practice; and



 


		·	Contribution by the Company on behalf of the
Officer towards work disability insurance, as allowed by applicable law and with reference to the Company's policies and procedures and
common market practice.



 


		4.4.2.	The Company may offer additional benefits to the Officers, including but not limited to: communication,
company car and travel benefits, insurances, other benefits (such as newspaper subscriptions, academic and professional studies, etc.)
including their gross up.



 


		4.5.	Expenses Reimbursement
	 	 	 
	 	 	The Company CEO and
all other Officers and Directors will be entitled to reimbursement of reasonable per diem (“אש"ל”)
expenses incurred in the course of discharging its office, including expenses with respect to attending meetings, travel and entertainment
expenses, against provision of receipts, Director declaration, and/or such other reasonable documentation as may be requested. The Company
may pay such expenses by credit card. Expense reimbursement for overseas travel will be in conformity with the Company's policy.



 





		4.6.	Non-Material Change
	 	 	 
	 	 	A change in the fixed compensation
of the CEO, which was approved by the Committee and the Board, shall be considered to be non-material according to section 272(d) so long
as it does not exceed 10% of the fixed compensation, and all within the framework of the Policy.
	 	 	 
	 	 	According to section
1B3 to the Companies Regulations (Relief in Transactions with Related Parties), 2000, non-material changes in the terms of employment
of an officer who is subject to the CEO, will not require Committee approval, as stated in section 272(d) to the Companies Law. For these
purposes, a change shall be considered to be non-material so long as the change in the compensation does not exceed 10% of the fixed compensation
and has been approved by the CEO, and all within the framework of the Policy.



 








	5.	Cash Bonuses



 


		5.1.	Company-Wide Threshold Conditions for Annual Target Bonus Payment
	 	 	 



 



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	 	 	The following cumulative
conditions (the “Company-Wide Threshold Conditions”) must be fulfilled by the Company in order for Officers to qualify for
an Annual Target Bonus in any given year:



 


		5.1.1.	Adherence to at least 80% of the parameters of the Bonus Goals (as defined below); and



 


		5.1.2.	The Company does not have negative cash flow or other circumstances which would endanger its ability to
meet its liabilities over the course of the following 18 months (after payment of the proposed bonuses.)



 


		5.2.	Annual Target Bonus 



 


		5.2.1.	Allocation Criteria. The Company may award (subject to the approvals of the Committee and the Board)
an annual bonus to its Officers due to their contribution to the Company. The annual bonus to the Company’s Officers (the “Annual
Target Bonus”) shall be determined substantially based on measurable criteria, and with respect to its less significant part may
be determined at the discretion of the Committee and the Board, in accordance with the following breakdown:



 


	Position	Company/Individual Performance Measures	Company’s Discretion
	CEO	75%-100%	0%-25%
	Other Officers	75%-100%	0%-25%


 


		5.2.2.	The measurable criteria and their relative weight shall be determined by the Committee and the Board in
respect of each calendar year. These measurable criteria will be based on, inter alia, the Company’s financial results, the scope
of the Company’s business activity, the CEO’s opinion on the contribution of the Officer to the Company, the distribution
of the annual bonus over the year, objectives relating to compliance with the Company’s work plans and with various budget objectives,
including, inter alia, compliance with objectives relating to revenues, expenses, investments, etc., meeting various financial objectives,
such as objectives relating to the annual profit (net profit, pre-tax profit, etc.) and the Company’s EBITDA, objectives relating
to the recruitment and development of professional personnel, objectives relating to raising investments, debt, etc., objectives relating
to the Company’s business operations and the Company’s operations as a company traded on NASDAQ, objectives relating to the
realization of the Company’s assets, the acquisition of new activities and/or companies and objectives relating to an increase of
the return on the Company’s assets (the “Bonus Goals”).



 


		5.2.3.	Maximum Amount. The maximum amount for the Annual Target Bonus that may be paid in any fiscal year
shall not exceed six (6) monthly Base Salaries (equivalent to 50% of the Base Salary on an annualized basis) to the CEO, and five (5)
monthly Base Salaries (equivalent to 41.66% of the Base Salary on an annualized basis) to any other Officer.



 


		5.2.4.	Minimum Personal Achievement Threshold for Annual Target Bonus. In addition to satisfaction by
the Company of the above-mentioned Company-Wide Threshold Conditions, in order for an individual Officer to qualify for any portion of
the Annual Target Bonus in any given year, the Officer must have achieved at least 50% of the bonus criteria that have been specified
for such Officer by the Company in such year.



 


		5.2.5.	Overachievement Bonus. In the event of overachievement (satisfaction of over 100%) of the bonus
criteria by an Officer or CEO that have been specified for such Officer by the Company in a given year, the Company may pay out an additional
amount of up to four (4) monthly Base Salaries (equivalent to 33.33% of the Base Salary on an annualized basis) to the CEO, and an additional
amount of up to three (3) monthly Base Salaries (equivalent to 25% of the Base Salary on an annualized basis) to any other Officer (the
“Overachievement Bonus”).



 


		5.3.	Special Bonus 



 



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		5.3.1.	In addition to the Annual Target Bonus and the Overachievement Bonus , the Company (subject to the approvals
of the Committee and the Board)) shall have the authority to grant Officers, on a per event basis, a special bonus (a “Special Bonus”)
as an award for the following: (i) special contribution (outstanding personal achievement, outstanding personal effort, and/or
outstanding Company performance, such as related to mergers and acquisitions, offerings, or special recognition in case of retirement);
(ii) relocation overseas (i.e. conditioned upon continued employment with the Company, the Company may reimburse an Officer for
his or her actual reasonable relocation expenses when relocating to another country or state, and upon return), and/or; (iii) talent
attraction purposes (e.g such as for a “hiring,” “sign-on” or “inducement” bonus), all at the
full discretion of the Committee and the Board (and with respect to the CEO, also the Company’s general meeting of shareholders,
as required).



 


		5.3.2.	Maximum Special Bonus Amount. The maximum amount for the Special Bonus that may be paid an in any
fiscal year shall not exceed six (6) monthly Base Salaries (equivalent to 50% of the Base Salary on an annualized basis) to the CEO, and
five (5) monthly Base Salaries (equivalent to 41.66% of the Base Salary on an annualized basis) to any other Officer.



 


		5.3.3.	Maximum Payout Cap. The aggregate amount of any Special Bonus, the Annual Target Bonus and the
Overachievement Bonus awarded to each Officer on an annualized basis[3],
as calculated at grant date, shall not exceed 200% of Base Salary on an annual basis of such Officer, as the case may be (the “Maximum
Aggregate Cap”).



 


		5.3.4.	Form of Consideration. Any bonuses allowed under this policy may be paid out in any form of consideration
that the Company deems appropriate.



 


		5.4.	Bonus upon Termination during a Fiscal Year
	 	 	 
	 	 	Except in the event of termination
for cause as that term as defined in the Company’s policies, procedures and/or agreements, should the Company terminate the employment
or service of an Officer prior to the end of a fiscal year, the Company may, but is not obligated to, pay the Officer the pro rata share
of that fiscal year’s annual bonus, based on the period such Officer was employed by the Company or has served in the Company, and
based on the Officer’s satisfaction of the applicable performance metrics.



 





		5.5.	Compensation Recovery (“Clawback”):



 


		5.5.1.	In the event of an accounting restatement, the Company shall be entitled to recover from its Officers
the bonus compensation in the amount in which such bonus exceeded what would have been paid under the financial statements, as restated,
provided that a claim is made by the Company prior to the third anniversary of fiscal year end of the restated financial statements.



 


		5.5.2.	Notwithstanding the aforesaid, subject to compliance with applicable law, the compensation recovery will
not be triggered in the following events:



 


		·	The financial restatement is required due to changes in the applicable financial reporting standards;
or



 


		·	The Committee has determined that Clawback proceedings in the specific case would be impossible, impractical
or not commercially or legally efficient; or



 


		·	The amount to be paid under the Clawback proceedings is less than 10% of the relevant bonus received by
the Officer.



 





 






3       Taking into consideration the vesting
period of any grant.



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		5.5.3.	Nothing in this Section limits the Company’s obligation to comply with any “Clawback”
or similar provisions regarding disgorging of profits imposed on Officers by virtue of applicable securities laws.



 


		5.6.	Committee and Board Discretion
	 	 	 
	 	 	The Company's Committee and Board may
reduce the bonus awarded to an Officer at their discretion, including under the following circumstances: material deterioration of the
Company's position or such material deterioration anticipated by the Board, deterioration in the state of the economy, deterioration in
the performance of the Officer or inappropriate conduct by the Officer.



 





	6.	Equity-Based Compensation



 


		6.1.	The Committee and the Board shall review from time to time the overall equity-based grant for all Officers.
When doing so, the Committee and the Board shall take into consideration: (1) each Officer's (including Board members) contribution to
the Company including expected contribution; and (2) creating an effective long-term incentive to harness and motivate Officers.



 


		6.2.	The equity-based compensation offered by the Company may be in the form of share options, restricted shares
and/or other equity-based awards, such as RSUs, in accordance with the then-current Stock Option Plan.



 


		6.3.	Subject to any applicable law and at the Committee and the Board’s discretion, as applicable, the
Company may determine the tax regime under which equity-based compensation may be granted, including a tax regime which will maximize
the benefit to the Officers.



 


		6.4.	The fair market value of equity-based compensation awarded to each Officer on an annual basis[4],
as calculated at grant date, shall not exceed 200% of Base Salary on an annual basis of such Officer, as the case may be. Such quantity
shall not include the annual implication of prior equity allocations made in previous years.



 


		6.5.	The fair market value of equity-based compensation awarded to each non-management director (including
the chairman) in a given year[5], as calculated at grant date,
shall not exceed 400% of the annual cash fee retainer of such director, as the case may be. Such quantity shall not include the annual
implication of prior equity allocations made in previous years.



 


		6.6.	In the case of a grant of options, the exercise price for each option shall be determined based on the
closing price of the Company’s ADSs[6] on the NASDAQ
exchange on the day prior to the approval by the Board (or if authorized, the Committee), or by the shareholders meeting (if required).



 


		6.7.	All equity-based incentives granted to Officers and Directors shall be subject to vesting periods in order
to promote long-term retention of such recipients. Generally, grants of equity under ordinary circumstances shall vest over a period of
four (4) years, starting on the Officer or director's grant date, as follows: (i) Twenty-five percent (25%) of the Options shall vest
on the first year anniversary of the Vesting Commencement Date; and (ii) The remainder portion of the Options shall vest in equal quarterly
installments at the end of each quarter over the following thirty-six (36) months, such that all the Options shall be fully vested on
the four (4) year anniversary of the Vesting Commencement Date.



 


		6.8.	In extraordinary circumstances, equity grants to Officers (excluding Directors) may be subject to vesting
period equal to shorter vesting periods of at least two (2) years. Grants to directors shall vest over a period of at least one (1) year.
Such grants may be vested on a quarterly, semi-annual or an annual basis, or based on other time periods (which may not be necessarily
equal), as determined by the Company (subject to the approvals of the Committee and the Board, and with respect to the Company's directors
and CEO- also the Company's general meeting of shareholders). The Company (subject to the abovementioned required approvals) may, but
is not required to, condition the vesting of part or all of the equity-based incentives, for some or all of its Officers, upon the achievement
of predetermined performance goals. The Company (subject to the abovementioned required approvals) may also set terms relating to vesting
in connection with an Officer leaving the Company (due to a dismissal, resignation, death, or disability). All other terms of the equity
awards shall be in accordance with the Stock Option Plan and other related practices and policies.



 


 


 






		4	Taking into consideration the vesting period of any grant.



	5	Taking into consideration the vesting period of any grant.
	6	As of the date of the
drafting of this policy, one (1) ADS is equivalent to two (2) ordinary shares of the Company. Thus, for example, assuming this ratio remains
in place, a grant of options to purchase 1,000 ordinary shares would be subject to an exercise price of half the closing ADS price on
the NASDAQ exchange on the day prior to the required approval.







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	7.	Retirement and Termination



 


		7.1.	Severance pay: in the case of termination (other than termination of an Officer for cause), the
Officer will be eligible to receive severance pay in accordance with any applicable law.



 


		7.2.	Notice period:



 


		7.2.1.	The Company may give an Officer a notice period of up to three (3) months, provided that the termination
of employment of such officer happened without cause.



 


		7.2.2.	The Company may waive the Officer's services to the Company during the notice period or any part thereto
and may pay the amount payable in lieu of notice, plus the value of benefits and bonuses, even in case of immediate termination.



 


		7.3.	Non-compete bonus: Subject to compliance with applicable laws, the Company may grant an Officer
a bonus upon termination of employment in return for a commitment by the Officer not to compete with Company business. The extent of the
non-compete commitment would be determined by the Company's Committee and Board. Such bonus shall be calculated according to a key of
up to two (2) monthly Base Salaries for each three (3) months of non-compete period and shall not exceed a total of twelve (12) monthly
Base Salaries.



 


		7.4.	Retirement bonus: the Company may grant an Officer a retirement bonus upon termination without
cause of employment. The retirement bonus shall not exceed twelve (12) monthly Base Salaries for Officers that engaged with the Company
for over twelve (12) months.
	 	 	 
	 	 	Such retirement bonus, if applicable,
shall be awarded based on the Officer's tenure, the Company's achievements during the relevant period and the Officer's contribution to
such achievements, and the circumstances of such Officer's retirement from the Company.






 


		7.5.	Change of Control: the Company may grant an Officers a bonus if its office is terminated or deemed
terminated by the Company within twelve (12) months following a "change of control" (as defined in a Stock Option Plan approved
by the Committee and the Board) upon such conditions determined by the Committee and the Board. The bonus shall not exceed twelve (12)
monthly Base Salaries for each Officer. It is clarified that a sale of the majority of the assets of the Company shall not be deemed as
a “Change of Control” if after such sale the remaining assets held by the Company are not materially different than at the
time the Officer was hired.



 


		7.6.	For the avoidance of doubt, all of the above bonuses (i.e. in this section 7) may be applied on an accumulative
and not necessarily on an independent basis, save for the non-competition, which if applies is to the exclusion of the other termination
provisions (except for the notice period).



 


	8.	Exemption, Insurance, and Indemnification 



 


		8.1.	General: In addition to its compensation in accordance with the provisions of this Policy, each
Officer shall be entitled to exemption, insurance and indemnification subject to the limitation and the approvals under of any applicable
law and the provisions of this Policy.
	 	 	 
	 	 	In this Section 8 “Officers”
shall include “Directors”.



 


		8.2.	Exemption (Waiver of liability): the Company may waive the Officer's liability for any damage incurred
by the Company, directly or indirectly, due to any breach of the Officer's due care duty towards the Company and/or any affiliated entity
by its action and pursuant to his position as an Officer.



 



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		8.3.	Officer Liability Insurance (claims made): the Company shall obtain a D&O liability insurance
policy for its and its Subsidiaries Officers, from time to time, subject to the following terms and conditions: (a) the total insurance
coverage under the insurance policy shall not exceed US $100 million; and (b) the purchase of such policy shall be approved by the Committee
which shall determine that such policy costs reflect the current market conditions, and it shall not materially affect the Company's profitability,
assets or liabilities.



 


		8.4.	Officer’s liability insurance (run-off): should the Company sell its operations (in whole
or in part) and/or in case of merger, spin-off or any other significant business combination involving the Company and/or part or all
of its assets or any other occasion which terminates its D&O insurance, the Company may obtain an Officer’s liability insurance
policy (run-off/tail) with regard to the relevant operations, subject to the following terms and conditions: (a) the insurance term shall
not exceed 7 years; (b) the coverage amount shall not exceed US $100 million; and (c) the purchase of such policy shall be approved by
the Committee which shall determine that such policy reflects the current market conditions, and it shall not materially affect the Company's
profitability, assets or liabilities



 


		8.5.	Indemnification in advance: the Company may provide a commitment to indemnify in advance any Officer
of the Company in the course of its position as Officer of the Company and its Subsidiaries thereof, all subject to the terms of the letter
of indemnification, as approved by the Company' from time to time.



 


		8.6.	Retroactive indemnification: the Company may provide retroactive indemnification to any Officer
to the extent allowed by the Companies Law.



 


		8.7.	The Officers shall be entitled to receive from the Company a note of exemption and indemnification in
accordance with the than customary and approved exemption and indemnification.



 


	9.	Engagement as a contractor or through a management company
	 	 
	 	The Company may engage an Officer
as an independent contractor rather than as a salaried employee. In such a case, the maximum cost of employment would be calculated based
on the maximum cost for a salaried employee in a similar position, and guidelines of the Compensation Policy would apply to such an officer,
mutatis mutandis.



 





	10.	Miscellaneous 



 


		10.1.	The Committee and the Board are responsible for the management of the compensation plan and its implementation
and all of the actions required therefor including the authority to interpret the provisions of the compensation policy in any event of
doubt with regard to the implementation.



 


		10.2.	It is emphasized that nothing in that stated in this compensation policy shall prejudice existing agreements
and/or binding practices (if any) between the Company and the officers prior to approval of this compensation policy.



 


		10.3.	In the event of any change in the relevant law or any other relevant rules and regulations or the in interpretation
therewith, which is more lenient than the provisions of this compensation policy, the Committee and the Board shall be entitled to adopt
the more lenient provisions to follow these provisions even if they contradict the principles of this Policy, and this without requiring
approval of the shareholders meeting of the Company in connection therewith.



 


		10.4.	The Committee and the Board will examine from time to time the compensation policy and the need for its
adjustment in the face of a material change of the circumstances which had prevailed when it was determined or for other reasons.



 


		10.5.	The Company's Chief Executive Officer and Chief Financial Officer shall be responsible for the actual
Implementation of this Policy and shall report immediately regarding to any issues relating thereto to the Committee and the Board.



 



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		10.6.	During the effectiveness period of this policy, an internal review over the Implementation of the policy
by the Company.



 


		10.7.	The US Dollar-New Israeli Shekel exchange rate, or any other exchange rate, shall be calculated as the
rate on the date of the engagement of the beneficiary with the Company or the date upon which the actual grant is made/approved (the “Exchange
Rate Date").



 


		10.8.	Changes may occur in the identity of Officers from year to year, and persons who served as Officers in
one year and whose terms of employment or office were subject to this Compensation Policy may not necessarily continue to serve as Officers
in subsequent years, and thus, their terms of employment or office would not be subject to this Compensation Policy, and vice versa. Moreover,
the Company may revise the terms of employment or office of any Officer at any time, and is under no obligation to apply the same terms
of employment or office to any Officer applied to them in previous years.



 


		10.9.	This Policy shall not confer any right on Officers to whom this Compensation Policy applies, nor on any
other third party, to receive any compensation whatsoever.



 


		10.10.	Note, for the sake of clarification, that the content of this policy does not detract from provisions
of the Companies Law with regard to the manner of approval of contracting between the Company and any Officer or Director with regard
to its terms.



 


		10.11.	Any payment made to Officers pursuant to compensation plans, in addition to the fixed compensation component,
is not and shall not be deemed part of the Officer's regular pay for all intents and purposes, and shall not form basis for calculation
and/or eligibility and/or accrual of any benefits and will not, notwithstanding the foregoing, be a component included in payment of paid
leave, severance pay, contributions to provident funds, etc.



 


		10.12.	It is hereby clarified that the amounts and benefits described in this document apply across all geographic
jurisdictions.



 


		10.13.	As part of the approval process of each annual plan, with its various components, changes to Company objectives,
market conditions, the Company's position, etc. would be reviewed annually by the Board. Consequently, the targets, benchmarks and compensation
targets for each plan would be reviewed annually, and their actual application would be subject to change based on decisions made by the
Board from time to time.



 


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