20-F











Exhibit 4.6  



I.I.S Intelligent
Information Systems Ltd.. 



2007 ISRAELI SHARE
OPTION PLAN 



Approved by the Board of
Directors on: November 5, 2007 



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PREFACE 



This plan, as amended from time to
time, shall be known as the “I.I.S Intelligent Information Systems Ltd. – 2007
Israeli Share Option Plan” (the “ISOP”). 



	1.  	PURPOSE
OF THE ISOP  






	 	
The
purpose of this ISOP is to foster and promote the long-term financial success of the
Company and its Affiliates and increase shareholder value by: 






	 	(a) 	motivating
superior performance by means of performance-related incentives; 






	 	(b) 	encouraging
and providing for the acquisition of an ownership interest in the                Company
by eligible Employees, directors, consultants, service providers and any
               other entity which the Board shall decide their services are considered
valuable                to the Company; and 






	 	(c) 	enabling
the Company to attract and retain the services of outstanding                management
team and other qualified and dedicated employees directors,                consultants,
service providers upon whose judgment, interest and special effort                the
successful conduct of its operations is largely dependent. 






	2.  	DEFINITIONS  






	 	
For
purposes of this ISOP and related documents, including the Grant Letter, the following
definitions shall apply: 






	 	2.1 	“Administrator” – means
the Board or the Committee as shall be administering this ISOP, in accordance with
Section 3 hereof. 






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






	 	2.3 	“Approved
102 Option” – means an Option granted pursuant to Section 102(b) of the
Ordinance and held in trust by a Trustee for the benefit of the Optionee. 






	 	2.4 	“Articles
of Association” – means the Articles of Association of the Company as same
are in effect from time to time. 






	 	2.5 	“Board”
 - means the Board of Directors of the Company. 






	 	2.6 	“Capital
Gain Option” or “CGO” - as defined in Section 5.4 below.  






	 	2.7 	“Cause” – means,
(1) with respect to an Employee (i) as such term is defined in the individual employment
agreement or other engagement agreement between the Employee and the Company or its
Affiliates, or (ii) if no such agreement is in place, then ‘Cause’ shall mean
any one of the following: (a) conviction of any felony involving moral turpitude or
affecting the Company; (b) any failure to carry out, as an employee of the Company or its
Affiliates, a reasonable directive of the chief executive officer, the Board or the
Optionee’s direct supervisor, which involves the business of the Company or its
Affiliates and which was capable of being lawfully performed by Optionee; (c)
embezzlement or theft of funds of the Company or its Affiliates; (d) any breach of the
Optionee’s fiduciary duties or duties of care of the Company; including, without
limitation, self-dealing, prohibited disclosure of confidential information of, or
relating to, the Company, or engagement in any business competitive to the business of
the Company or of its Affiliates; (e) any conduct (other than conduct in good faith)
reasonably determined by the Board to be materially detrimental to the Company, and (f)
any other circumstances under which the Company is entitled to terminate Optionee’s
employment with the Company without paying Optionee severance pay under applicable law;
and (2) with respect to a Non-Employee (i) as such term is defined in the individual
engagement agreement between the Optionee and the Company or its Subsidiaries, or (ii) if
no such agreement is in place, then ‘Cause’ shall mean any one of the
circumstances set forth in (ii) (a) through and including (e) herein, as applicable to
such Non-Employee. 






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	 	2.8 	“Chairman”
 - means the chairman of the Committee. 






	 	2.9 	“Committee”  – means
a share option compensation committee appointed by the Board, which shall consist of no
fewer than two members of the Board, and if no such compensation committee is appointed,
then the Board. 






	 	2.10 	“Company”
 - means I.I.S Intelligent Information Systems Ltd., a company incorporated under
the laws of the State of Israel, corporate registration number 520035049. 






	 	2.11 	“Companies
Law”  – means the Israeli Companies Law, 5759-1999, including any
rules and regulations promulgated thereunder and any provisions of the Companies
Ordinance [New Version], 1983 still in effect, as amended from time to time. 






	 	2.12 	“Controlling
Shareholder”  - shall have the meaning ascribed to it in Section 32(9) of the
Ordinance. 






	 	2.13 	“Date
of Grant” – means, the date of grant of an Option, as determined by the
Board and set forth in the Optionee’s Grant Letter, and in any event not earlier
than the first date on which the Company is permitted to effect Option grants under this
ISOP and the provisions of the Ordinance. 






	 	2.14 	“Employee” – means
a person who is employed by the Company or its Affiliates, including an individual who is
serving as a director or an office holder, but excluding a Controlling Shareholder. 






	 	2.15 	“Expiration
Date” – means the date upon which an Option shall expire, as set forth in
Section 9.2 of this ISOP. 






	 	2.16 	“Fair
Market Value”  - means as of any date, the value of a Share determined as follows: 






	 	2.16.1 	If
the Shares are listed on any stock exchange or other national market system, including
without limitation the Tel Aviv Stock Exchange, NASDAQ National Market system, or the
NASDAQ SmallCap Market of the NASDAQ Stock Market, the Fair Market Value shall be the
closing sales price for such Shares (or the closing bid, if no sales were reported), as
quoted on such exchange or system for the last market trading day prior to time of
determination, as reported in the Wall Street Journal, or such other source as the Board
deems reliable.  






	 	2.16.2 	Without
derogating from the above, solely for the purpose of determining the tax liability
pursuant to Section 102(b)(3) of the Ordinance, if at the Date of Grant of a 102 CGO the
Company’s shares are listed on any established stock exchange or a national market
system or if the Company’s shares will be registered for trading within ninety (90)
days following the Date of Grant, the Fair Market Value of a Share at the Date of Grant
shall be determined in accordance with the average value of the Company’s shares on
the thirty (30) trading days preceding the Date of Grant or on the thirty (30) trading
days following the date of registration for trading, as the case may be;  






	 	2.16.3 	If
the Shares are regularly quoted by a recognized securities dealer but selling prices are
not reported, the Fair Market Value shall be the mean between the high bid and low asked
prices for the Shares on the last market trading day prior to the day of determination,
or;  






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	 	2.16.4 	In
the absence of an established market for the Shares, the Fair Market Value thereof shall
be determined in good faith by the Board.  






	 	2.17 	“Grant
Letter” – means the grant letter given by the Company to the Optionee and
signed by the Company and the Optionee, and which sets out the terms and conditions of an
Option. 






	 	2.18 	“IPO” – means
the underwritten initial public offering of the Company’s shares pursuant to a
registration statement filed with and declared effective under the Israeli Securities
Law, 1968, under the U.S. Securities Act of 1933, as amended, or under any similar law of
any other jurisdiction. 






	 	2.19 	“ISOP”
 - means as defined in the preface hereto. 






	 	2.20 	“ITA”– means
the Israeli Tax Authorities.  






	 	2.21 	“NIS” –means
New Israeli Shekels.  






	 	2.22 	“Non-Employee”  – means
a consultant, adviser, service provider, and Controlling Shareholder of the Company prior
to the issuance of the relevant Option or as a result thereof, or any other person who is
not an Employee. 






	 	2.23 	“Ordinary
Income Option” or "OIO" - as defined in Section 5.5 below.  






	 	2.24 	“Option”
 - means an option to purchase one or more Shares of the Company pursuant to this
ISOP. 






	 	2.25 	“102
Option”  – means an Option that the Board intends to be a “102
Option” which shall only be granted to Employees, and shall be subject to and
construed consistently with the requirements of Section 102 of the Tax Ordinance. The
Company shall have no liability to an Optionee, or to any other party, if an Option (or
any part thereof), which is intended to be a 102 Option, does not eventually qualify as a
102 Option. 






	 	2.26 	“3(i)
Option”  – means an Option that is either specifically granted
pursuant to Section 3(i) of the Ordinance to any person who is a Non-Employee or that
does not contain terms as will cause such option to qualify under Section 102 of the Tax
Ordinance. 






	 	2.27 	“Optionee”
 - means a person who receives or holds an Option under this ISOP. 






	 	2.28 	“Ordinance” – means
the Israeli Income Tax Ordinance [New Version] 1961, including any and all rules and
regulations promulgated thereunder, as now in effect or as hereafter amended. 






	 	2.29 	“Purchase
Price”  - means the purchase price for each Share underlying an Option.  






	 	2.30 	“Section
102”  – means Section 102 of the Ordinance, including any and all
rules, regulations, orders and procedures promulgated thereunder, as now in effect or as
hereafter amended. 






	 	2.31 	“Share”
 - means the Ordinary Shares of the Company, of nominal value NIS 0.003 each. 






	 	2.32 	“Successor
Company”  – means any entity into or with which the Company is merged
or by which, the Company is acquired, pursuant to a Transaction in which the Company is
not the surviving entity. 






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	 	2.33 	“Transaction”  – means
each (i) merger, acquisition or reorganization of the Company with one or more other
entities in which the Company is not the surviving entity, or (ii) a sale of all or
substantially all of the assets or shares of the Company. 






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






	 	2.35 	“US$”
 - means United States of America dollars. 






	 	2.36 	“Vested
Option”  - means any Option that has already become vested and exercisable according
to its Vesting Dates or otherwise (e.g. acceleration upon certain events). 






	 	2.37 	“Vesting
Dates” – means with respect to any Option, the date(s) as of which the
Optionee shall be entitled to exercise all or part of such Option, as set forth in the
Optionee’s individual Grant Letter, and if no such date(s) are specified in Optionee’s
individual Grant Letter, then as set out in Section 10.2 of this ISOP. 






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






	3.  	ADMINISTRATION
OF THIS ISOP  






	 	
This
ISOP shall be administered by the Board. The Board shall have the authority in its sole
discretion, subject and not inconsistent with the express provisions of this ISOP, to
administer this ISOP and to exercise all the powers and authorities specifically granted
to it under this ISOP as necessary and advisable in the administration of this ISOP. 






	 	
Provided
that the Board is entitled by law to delegate all and any of its powers and authority
granted to it under this ISOP to a Committee, then such powers and authority may be
delegated to the Committee. The Committee shall have the responsibility of construing and
interpreting this ISOP and of establishing and amending such rules and regulations, as it
deems necessary or desirable for the proper administration of this ISOP. 






	 	3.1 	The
Committee shall select one of its members as its Chairman and shall hold its meetings at
such times and places, as the Chairman shall determine or as otherwise convened in
accordance with the Articles of Association. The Committee shall keep records of its
meetings and shall make such rules and regulations for the conduct of its business, as it
shall deem advisable. 






	 	3.2 	The
Committee shall have the power to recommend to the Board and the Board shall have the
full power and authority to: (i) designate Optionees; (ii) determine the, Date of Grant,
terms and provisions of the respective Grant Letters (which need not be identical),
including, but not limited to, the number of Options to be granted to each Optionee, the
number of Shares to be covered by each Option, provisions concerning the time and extent
to which the Options may be exercised, and the nature and duration of restrictions as to
the transferability, or restrictions constituting substantial risk of forfeiture upon
occurrence of certain events; (iii) determine the Fair Market Value of the Shares covered
by each Option; (iv) designate the type of Options; and (v) cancel or suspend Options, as
necessary. 






	 	3.3 	Subject
to the provisions of this ISOP, the applicable laws and, the specific duties delegated by
the Board to the Committee, and subject to the approval of any relevant authorities, the
Committee shall have the authority, in its discretion: 






	 	(i) 	To
construe and interpret the terms of this ISOP and any Options granted           pursuant
hereto;  






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	 	(ii) 	To
designate the Employees and Non-Employees to whom Options may from time to           time
be granted hereunder;  






	 	(iii) 	To
determine the number of Shares to be covered by each such Option granted
          hereunder;  






	 	(iv) 	To
prescribe forms of agreements and/or Grant Letters for use under this ISOP;  






	 	(v) 	To
determine the terms of any Option granted hereunder;  






	 	(vi) 	To
determine the Purchase Price of any Option granted hereunder;  






	 	(vii) 	To
determine the Fair Market Value of Shares;  






	 	(viii) 	To
prescribe, amend and rescind rules and regulations relating to this ISOP,
          provided that any such amendment or rescindment that would adversely affect the
          rights of an Optionee that has received or been granted an Option shall not be
          made without the Optionee’s written consent.  






	 	(ix) 	To
take all other action and make all other determinations necessary for the
          administration of this ISOP.  






	 	(x) 	To
determine the total number of Shares with in the pool allocated for the           purpose
of this ISOP from time to time, and or any additional awards hereafter,           subject
to this ISOP.  






	 	3.4 	Subject
to the Articles of Association, all decisions and selections made by the Board or the
Committee pursuant to the provisions of this ISOP shall be made by a majority of its
members except that no member of the Board or the Committee shall vote on, or be counted
for quorum purposes, with respect to any proposed action of the Board or the Committee
relating to any Option to be granted to that member. Any decision reduced to writing
shall be executed in accordance with the provisions of the Articles of Association, as
the same may be in effect from time to time. 






	 	3.5 	Any
decision or action taken or to be taken by the Committee, arising out of or in connection
with the construction, administration, interpretation and effect of this ISOP and of its
rules and regulations, shall, to the maximum extent permitted by applicable law, be
within its absolute discretion (except as otherwise specifically provided herein) and
shall be conclusive and binding upon all Optionees and any person claiming under or
through any Optionee. 






	 	3.6 	No
member of the Board or the Committee shall be liable for any action taken or
determination made in good faith with respect to this ISOP or any Option granted
hereunder. 






	 	3.7 	Any
member of such Committee shall be eligible to receive Options under this ISOP while
serving on the Committee, unless otherwise specified herein. No person shall be eligible
to be a member of the Committee if that person’s membership would prevent this ISOP
from complying with exemptions provided under applicable laws. 






	4.  	DESIGNATION
OF OPTIONEES  






	 	4.1 	The
persons eligible for participation in this ISOP as Optionees shall include any Employees
and/or Non-Employees of the Company or of any Affiliate thereof; provided, however, that
(i) Employees may only be granted 102 Options; and (ii) Non-Employees may only be granted
3(i) Options. 






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	 	4.2 	Each
Option granted pursuant to this ISOP shall be evidenced by a Grant Letter, in such form
as is customarily used by the Company for such purpose. Each Grant Letter shall state,
among other matters, the number of Shares to which the Option relates, the type of Option
granted thereunder (whether an CGO, OIO, Unapproved 102 Option or a 3(i) Option), the
Vesting Dates, the Purchase Price per share, the Expiration Date and such other terms and
conditions as are customarily included in such letters or option agreements, including
any such other terms that the Committee or the Board in their discretion may prescribe,
provided in all cases that they are consistent with this ISOP. The Grant Letter shall be
delivered to the Optionee and executed by the Company and the Optionee and shall
incorporate the terms of this ISOP by reference and specify the terms and conditions
thereof and any rules applicable thereto. 






	 	4.3 	The
grant of an Option hereunder shall neither entitle the Optionee to participate nor
disqualify the Optionee from participating in, any other grant of Options pursuant to
this ISOP or any other option or share plan of the Company or any of its Affiliates. 






	 	4.4 	Notwithstanding
anything in the ISOP to the contrary, all grants of Options to directors and office
holders shall be authorized and implemented in accordance with the provisions of the
Companies Law. 






	5.  	DESIGNATION
OF OPTIONS PURSUANT TO SECTION 102  






	 	5.1 	The
Company may designate Options granted to Employees pursuant to Section 102 as Unapproved
102 Options or Approved 102 Options. 






	 	5.2 	The
grant of Approved 102 Options under this ISOP shall be made in accordance with the
provisions herein, including the provisions of Section 6 below, and shall be conditioned
upon the approval of this ISOP by the ITA. 






	 	5.3 	Approved
102 Option may either be classified as Capital Gain Option (CGO) or Ordinary Income
Option (OIO). 






	 	5.4 	Approved
102 Option elected and designated by the Company to qualify under the capital gain tax
treatment in accordance with the provisions of Section 102(b)(2) shall be referred to
herein as CGO. 






	 	5.5 	Approved
102 Option elected and designated by the Company to qualify under the ordinary income tax
treatment in accordance with the provisions of Section 102(b)(1) shall be referred to
herein asOIO. 






	 	5.6 	The
Company’s election of the type of Approved 102 Options as CGO or OIO granted to
Employees (the “Election”) shall be appropriately filed with the ITA
before the first Date of Grant of an Approved 102 Option under such Election. Such
Election shall become effective beginning the first Date of Grant of an Approved 102
Option under such Election and shall remain in effect at least until the end of the year
following the year during which the Company first granted Approved 102 Options under such
Election. The Election shall obligate the Company to grant only the type of Approved 102
Option it has elected, and shall apply to all Optionees who were granted Approved 102
Options during the period indicated herein, all in accordance with the provisions of
Section 102(g) of the Ordinance. For avoidance of doubt, such Election shall not prevent
the Company from granting Unapproved 102 Options simultaneously. 






	 	5.7 	Designation
of Approved 102 Options – if an Optionee exercises and sells his Shares within the
Restricted Period (as defined in Section 6.1 below), the matter of employer’s tax
liability of the Company or an Affiliate shall be dealt with in accordance with the
provisions of Section 22 below. 






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	 	5.8 	All
 Approved  102 Options  must be held in trust by the  Trustee,  as described in Section 6
 below. 






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






	6.  	TRUSTEE  






	 	6.1 	Approved
102 Options which shall be granted under this ISOP and/or any Shares allocated or issued
upon exercise of such Approved 102 Options and/or other shares received subsequently
following any realization of rights, including, without limitation, bonus shares, shall
be allocated or issued to the Trustee (and registered in the Trustee’s name in the
Company’s shareholders register) and held by the Trustee for the benefit of the
Optionees to whom such Approved 102 Options were granted for such period of time as
required by Section 102 (the “Restricted Period”). All certificates
representing Shares issued to the Trustee under this ISOP shall be deposited with the
Trustee, and shall be held by the Trustee until such time that such Shares are released
from the aforesaid trust as herein provided. If the requirements for Approved 102 Options
are not met, the Approved 102 Options may be treated as Unapproved 102 Options, all in
accordance with the provisions of Section 102. 






	 	6.2 	Notwithstanding
anything to the contrary herein, the Trustee shall not release any Shares allocated or
issued upon exercise of Approved 102 Options prior to the full payment of the Optionee’s
tax liabilities arising from Approved 102 Options, which were granted to such Optionee
and/or any Shares allocated or issued upon exercise of such Options. 






	 	6.3 	With
respect to any Approved 102 Option, subject to the provisions of Section 102, an Optionee
shall not sell or release from trust any Share received upon the exercise of an Approved
102 Option and/or any share received subsequently following any realization of rights,
including without limitation, bonus shares, until the lapse of the Restricted Period
required under Section 102. Notwithstanding the above, if any such sale or release occurs
during the Restricted Period, the sanctions under Section 102 shall apply to and shall be
borne by such Optionee. 






	 	6.4 	Upon
receipt of Approved 102 Option, the Optionee will sign an undertaking to release the
Trustee from any liability in respect of any action or decision duly taken and bona fide
executed in relation with this ISOP, or any Approved 102 Option or Share granted to him
hereunder. Such release may be incorporated within the Grant Letter. 






	7.  	SHARES
RESERVED FOR THE ISOP; RESTRICTIONS THEREON  






	 	7.1 	The
Company shall from time to time reserve, out of its authorized but un-issued share
capital, such number of Shares as the Board deems appropriate (subject to the Articles of
Association) for the purposes of this ISOP and/or for the purposes of any other share
option plans which have previously been, or may in the future be, adopted by the Company,
subject to adjustment as set forth in Section 11 below. Any Shares which remain un-issued
and which are not subject to then outstanding Options at the termination or expiration of
this ISOP shall cease to be reserved for the purpose of this ISOP, but may continue to be
reserved for other share option plans then in effect, and in any event, until termination
of this ISOP the Company shall at all times reserve a sufficient number of Shares to meet
the requirements of any then outstanding Options. Should any Option for any reason expire
or be canceled prior to its exercise or relinquishment in full, the Shares subject to
such Option may again be subjected to a new Option under this ISOP or under the Company’s
other share option plans, provided, however, that Shares that have actually been issued
under this ISOP shall not be returned to the pool under this ISOP and shall not become
available for future distribution under this ISOP. 






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	 	7.2 	The
Company, at its sole discretion, may require that, until the consummation of an IPO any
Shares issued upon exercise of Options (and securities of the Company issued with respect
thereto) shall be voted by an irrevocable proxy (the “Proxy”), in the
form attached to each Grant Letter, pursuant to the directions of the Board, such Proxy
to be assigned to the person(s) designated by the Board (the “Proxy Holder”)
and to provide for the power of such Proxy Holder to act, instead of the Optionee and on
its behalf, with respect to any and all aspects of the Optionee’s shareholdings in
the Company. The Proxy Holder shall vote the Shares and/or execute any written
instruments relating to the Shares in the same manner as the votes of the majority of the
shareholders of the Company present and voting at the applicable meeting. The Proxy may
be contained in the individual Optionee’s Grant Letter or otherwise as the Committee
determines. If contained in the Grant Letter, no further document shall be required to
implement such Proxy, and the signature of the Optionee on the Grant Letter shall
indicate approval of the Proxy thereby granted. The Proxy Holder shall be indemnified and
held harmless by the Company and the Optionees against any cost or expense (including
counsel fees) reasonably incurred by him/her, or any liability (including any sum paid in
settlement of a claim with the approval of the Company) arising out of any act or
omission to act in connection with the voting of such Proxy unless arising out of the
Proxy Holder’s own fraud or bad faith, to the extent permitted by applicable law.
Such indemnification shall be in addition to any rights of indemnification the Proxy
Holder may have as a director or otherwise under the Articles of Association, any
agreement, any vote of shareholders or disinterested directors, insurance policy or
otherwise. Without derogating from the above, with respect to Shares issuable upon
exercise of Approved 102 Options, such Shares shall be voted in accordance with the
provisions of Section 102 and of any rules, regulations or orders promulgated thereunder. 






	8.  	PURCHASE
PRICE  






	 	8.1 	The
Purchase Price of each Share subject to an Option shall be equal to the Share’s Fair
Market Value or as otherwise determined by the Committee in its sole and absolute
discretion in accordance with applicable law, subject to any guidelines as may be
determined by the Board from time to time. Each Grant Letter will contain the Purchase
Price determined for each Option covered thereby (but in any event, not less than the
nominal value of the Share issuable upon exercise thereof). 






	 	8.2 	The
total consideration to be paid for the Shares to be issued upon exercise of an Option,
including the method of payment, shall be determined by the Administrator and may consist
entirely of (1) cash, (2) check, or (3) any combination of the foregoing
methods of payment. In making its determination as to the type of consideration to
accept, the Administrator shall consider if acceptance of such consideration may be
reasonably expected to benefit the Company. The Committee shall have the authority to
postpone the date of payment on such terms as it may determine. 






	 	8.3 	The
Purchase  Price shall be  denominated  in NIS or US$ or otherwise  as  determined  by the
Committee.






	 	8.4 	The
proceeds received by the Company from the issuance of Shares subject to the Options will
be added to the general funds of the Company and used for its corporate purposes. 






	9.  	TERM
AND EXERCISE OF OPTIONS  






	 	9.1 	Options
shall be exercised by the Optionee by giving written notice to the Company and/or to any
third party designated by the Company (the “Representative”), in such
form and method as may be determined by the Committee and when applicable, by the Trustee
in accordance with the requirements of Section 102, which exercise shall be effective
upon receipt of such notice by the Company and/or the Representative and the full payment
of the Purchase Price at the Company’s or the Representative’s principal
office, which payment may consist of any consideration and method of payment authorized
by the Administrator and permitted by the Award Agreement and the Plan. The notice shall
specify the number of Shares with respect to which the Option is being exercised. 






9










	 	9.2 	Options,
to the extent not previously exercised, shall terminate forthwith upon the earlier of:
(i) the date set forth in the Grant Letter (and unless otherwise determined in accordance
with the provisions of this ISOP with respect to any Option(s), such date shall be ten
(10) years from the respective Date of Grant); or (ii) the expiration of any extended
period in any of the events set forth in Section 9.5 below. 






	 	9.3 	The
Options may be exercised by the Optionee in whole at any time or in part from time to
time, to the extent that the Options become vested and exercisable, prior to the
Expiration Date, and provided that, subject to the provisions of Section 9.5 below, the
Optionee who is an Employee is employed by or providing services to the Company or any of
its Affiliates, at all times during the period beginning with the granting of the Option
and ending upon the date of exercise. An Optionee who is a Non-Employee may exercise the
Options in whole at any time or in part from time to time, to the extent that the Options
have become vested and exercisable, prior to the Expiration Date. 






	 	9.4 	Shares
issued upon exercise of an Option (excluding Shares underlying an Approved 102 Option,
which Shares shall be issued in the name of the Trustee) shall be issued in the name of
the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her
spouse. The Company shall issue (or cause to be issued) such Shares promptly after the
Option is exercised. No adjustment will be made for a dividend or other right for which
the record date is prior to the date the Shares are issued, except as provided in Section
11 of the Plan. 






	 	9.5 	Exercise
of an Option in any manner shall result in a decrease in the number of Shares thereafter
available, both for purposes of the Plan and for sale under the Option, by the number of
Shares as to which the Option is exercised. 






	 	9.6 	An
Option may not be exercised for fractional shares.






	 	9.7 	Subject
to the provisions of Section 9.5 below, in the event of termination of Optionee’s
employment or services, with the Company or any of its Affiliates, all Options granted to
such Optionee that are at the time of termination non-vested will immediately expire. A
notice of termination of employment or service shall be deemed to constitute the
termination of employment or service and of the vesting of any non-vested Options at the
date of such termination. For the avoidance of doubt, in case of such termination of
employment or service, the unvested portion of the Optionee’s Option shall not vest
and shall not become exercisable and any unvested portion of the Optionee’s Option
shall revert to the pool of Shares under this ISOP or that of any other one or more share
option plans of the Company then in effect. 






	 	9.8 	Anything
in this Plan to the contrary notwithstanding, but subject to the provisions of section
102 of the Ordinance and the tax regulations thereto, if an Optionee ceases to be an
Employee or a Consultants of the Company or any Subsidiary thereof, but continues to
provide services to the Company or any Subsidiary thereof, such Optionee will be deemed
to have continuously remained a Consultant of the Company during such term, and his
Options shall vest pursuant to their original terms. 






	 	9.9 	Notwithstanding
anything to the contrary herein and unless otherwise determined in the Optionee’s
Grant Letter, an Option may be exercised after the date of termination of Optionee’s
employment or service with the Company or any Affiliates during an additional period of
time beyond the date of such termination, but only with respect to the number of Vested
Options at the time of such termination according to the Vesting Dates, as follows: 






	 	(i) 	If
termination is without Cause, then any Vested Option still in force and
          un-expired may be exercised within a period of three (3) months after the date
          of such termination;  






10










	 	(ii) 	If
termination is the result of death, or Disability (defined below) of the
          Optionee, then any Vested Option still in force and un-expired may be exercised
          within a period of twelve (12) months after the date of such termination;  






	 	(iii) 	With
respect to (i) and (ii) above, prior to the expiration of the           periods
set out therein (i.e., the 3-month period in (i) above, and the 12-month           period
in (ii) above), the Committee may authorize an extension of the terms of
          exercise post-termination of all or part of the Vested Options beyond the date
          of such termination for a period not to exceed the period during which the
          Options by their terms would otherwise have been exercisable.  






	 	(iv) 	For
avoidance of any doubt, notwithstanding anything herein to the contrary, if
          termination of employment or service is for Cause: (a) any outstanding
          unexercised Option (whether vested or non-vested), will immediately expire and
          terminate, and the Optionee shall not have any right in connection to such
          outstanding Options; and (b) all Shares issued upon exercise of Options prior
to           the date of termination of employment or service for Cause shall be subject
to           repurchase, against payment by the Repurchaser(s) (as defined in Section
12.3           below) of the total Purchase Price paid by such Optionee to the Company,
provided   however that in no case shall the Company provide
          financial assistance to purchase the Shares if doing so is prohibited by law.
If           the Repurchaser(s) exercise the right of repurchase of such Shares in
accordance           with the provisions of Section 12.3 below, and the Optionee (whose
employment or           engagement with the Company was terminated for Cause), fails to
transfer his/her           Shares as aforesaid, the Company, at the decision of the
Board, shall be           entitled to forfeit such Optionee’s Shares and to
authorize any person to           execute on behalf of the Optionee any instrument or
document necessary to effect           such transfer and to make the appropriate
inscription in the Company’s           records. Each Optionee, upon executing a
Grant Letter, shall be deemed to have           authorized and granted the Company and
each of its officers an irrevocable power           of attorney to execute in his/her
behalf such instruments and documents that are           necessary to give full effect to
the repurchase provisions set forth herein. In           this respect, each of the
Company and its shareholders shall be deemed to be           third party beneficiaries of
this paragraph (iv) with rights to enforce the same           against the Optionees.  






	 	(v) 	As
used herein: the term “Disability” shall have the meaning
          ascribed thereto in the individual employment or engagement agreement between
          the Optionee and the Company or any of its Affiliates, as applicable and if no
          such definition exists, then ‘Disability’ shall mean Optionee’s
          inability to perform his/her duties towards the Company, or to any of its
          Affiliates, for a consecutive period of at least 180 days, by reason of any
          medically determinable physical or mental impairment.  






	 	(vi) 	If
an Optionee should retire, he may, subject to the approval of the
          Administrator, continue to enjoy such rights, if any, under the Plan and on
such           terms and conditions, with such limitations and subject to such
requirements as           the committee in its sole discretion may determine at the time
of such           retirement or at any time theretofore  






	 	9.10 	To
avoid doubt, the Optionees shall not be deemed owners of the Shares issuable upon the
exercise of Options and shall not have any of the rights or privileges of shareholders of
the Company in respect of any Shares purchasable upon the exercise of any Option, nor
shall they be deemed to be a class of shareholders of the Company for any purpose,
including but not limited for the purpose of the operation of Sections 350 and 351 of the
Companies Law or any successor to such section, until registration of the Optionee as
holder of such Shares in the Company’s register of shareholders upon exercise of the
Option in accordance with the provisions of this ISOP, but in case of Options and Shares
held by the Trustee, subject to the provisions of Section 6 of this ISOP. Notwithstanding
anything herein to the contrary, in no event shall the Optionees be deemed a class of
creditors of the Company for any purpose whatsoever, including but not limited to for the
purpose of the operation of Sections 350 and 351 of the Companies Law or any successor to
such section. 







11









	 	9.11 	Any
form of Grant Letter customarily used by the Company in connection with the grant of
Options, provided it is consistent with the provisions of this ISOP, may contain such
other provisions, as the Committee or the Board may, from time to time, deem advisable. 






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






	 	9.13 	With
respect to Unapproved 102 Options, if the Optionee ceases to be employed by the Company
or any Affiliate, the Optionee shall extend to the Company and/or its Affiliate a
security or guarantee for the payment of tax due at the time of sale of Shares, all in
accordance with the provisions of Section 102. In respect of any employer’s tax
liability for the purpose of employment taxes such as in the case of social taxes, see
Section 22 below. 






	 	9.14 	Shares
shall not be issued pursuant to the exercise of an Option unless the exercise of such
Option, the method of payment and the issuance and delivery of such Shares shall comply
with applicable laws and this ISOP. 






	 	9.15 	Upon
their issuance, the Shares shall carry equal voting rights on all matters where such vote
is permitted by applicable laws of the jurisdiction of incorporation of the Company,
provided however, that the Company, at its sole discretion, may require that, until the
consummation of an IPO any Shares issued upon exercise of Options (and securities of the
Company issued with respect thereto) shall be voted by an irrevocable Proxy to be given
to the Proxy Holder in the same manner as the votes of the majority of the other
shareholders of the Company present and voting at the applicable meeting, such Proxy to
be assigned to the Proxy Holder and provide for the power of the Proxy Holder to act,
instead of the Optionee and on its behalf, with respect to any and all aspects of the
Optionee’s shareholdings in the Company, as set forth in Section 7.2 above. 






	 10. 	VESTING
OF OPTIONS






	 	10.1 	Subject
to the provisions of this ISOP, each Option shall vest and become exercisable commencing
on the Vesting Date thereof, as determined by the Board or by the Committee, for the
number of Shares as shall be provided in the Grant Letter. However, no Option shall be
exercisable after the Expiration Date. 






	 	10.2 	Unless
otherwise stated in the Optionee’s Grant Letter, all Options granted pursuant to
this ISOP, shall vest annually, in four (4) equal portions, over a 4-year period from its
Date of Grant, with twenty-five percent (25%) of such Option becoming vested on the first
anniversary of the Date of Grant, and another twenty-five percent (25%) becoming vested
on each of the second, third and fourth anniversaries of such Date of Grant. 






	 	10.3 	An
Option may be subject to such other terms and conditions on the time or times when it may
be exercised, as the Committee may deem appropriate. The vesting provisions of individual
Options may vary. 






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	11.  	ADJUSTMENTS  






	 	11.1	Changes
in Capitalization. Subject to any required action by the shareholders of
the Company, the number of Shares covered by each outstanding Option, the number of
Shares which have been reserved for issuance under this ISOP and/or any other share
option plan adopted by the Company, but as to which no Options have yet been granted or
which have been returned to this ISOP or such other share option plans upon cancellation
or expiration of an Option, as well as the Purchase Price per share of Shares covered by
each such outstanding Option, shall be proportionately adjusted for any increase or
decrease resulting from a share split, bonus shares (share dividend), combination or
reclassification of the Shares, or any other increase or decrease in the number of issued
Shares effected without receipt of consideration by the Company. The adjustments
described herein shall be made by the Administrator, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no issuance
by the Company of shares of any class, or securities convertible into shares of any
class, shall affect, and no adjustment by reason thereof shall be made with respect to
the number or the price of Shares subject to an Option. If the Options or the Shares
issued upon the exercise of such Options will be deposited with a Trustee, as determined
by the Administrator, all of the Shares formed by these adjustments also will be
deposited with the Trustee on the same terms and conditions as the original Options or
Shares. 






	 	11.2	Dissolution
or Liquidation. In the event of any dissolution or liquidation of the
Company, whether voluntary or involuntary (the “Event”), the
Administrator shall notify each Optionee as soon as practicable prior to the effective
date of such Event. The Option holders shall then have fifteen (15) days to exercise any
unexercised Vested Options held by them at that time, in accordance with the exercise
procedure set forth herein. Upon the expiration of such 15-day period, all remaining
unexercised Options and any non Vested Options will terminate immediately. The
Administrator in its sole discretion may allow the exercise of any or all-outstanding
Options, whether or not such Options are Vested Options, during a longer period following
such notification and prior to the Event, all subject to the provisions of applicable
laws. To the extent it has not been previously exercised, an Option and all Optionee’s
rights thereto will terminate immediately prior to the Event. 






	 	11.3 	Merger,
Acquisition, Shares’ sale, Assets’ Sale  






	 	(a) 	In
the event of a Transaction, and to the extent possible by the terms of the
          Transaction, each outstanding Option shall be assumed for an equivalent option
          or right substituted by the Successor Company or a parent or subsidiary of the
          Successor Company, and appropriate adjustments shall be made in the number of
          options in order to reflect such an action and to keep the Optionee harmless
due           to the Transaction.  






	 	(b) 	In
the event that as part of the Transaction the Successor Company refuses to
          assume or substitute outstanding Options, the vesting periods defined in the
          Grant Letters may be fully accelerated, in whole or in part, if so
          determined by the Board. In this event, the Administrator shall notify each
          Optionee in writing or electronically if and to what extent the Board
has           approved the acceleration of an Option, and as to each Option that has been
          accelerated, the period of time during which the Vested Option may be exercised
          by the Optionee. The determination as to acceleration of any then un-Vested
          Options and the duration during which any Vested Options may be exercised in
          connection with a Transaction shall be in the sole and absolute discretion of
          the Board. Subject to the following paragraph of this Section 11.3(b) below,
any           Vested Options shall be fully exercisable for such period as determined by
the           Board, where any un-Vested or Vested but un-exercised Options shall
terminate           upon the expiration of such period. 






In any event, any Vested Option not
exercised by the date on which the definitive agreement for the Transaction has been
executed (the “Cut-Off Date”), and any un-Vested Options on such Cut-Off
Date, shall immediately terminate and no longer be exercisable by the Optionee as of the
Cut-Off Date. 



13









	 	(c) 	Without
derogating from the provisions of paragraph (b) above, if as a condition
          precedent to a Transaction, all Optionees are required to sell or exchange
their           Vested Options and/or any Shares issued upon exercise thereof as part of
the           Transaction, then each Optionee shall be obligated to sell or exchange, as
the           case may be, any Vested Options and/or Shares such Optionee holds or
purchased           under this ISOP, in accordance with the instructions of the Board, at
its sole           and absolute discretion, in connection with the Transaction, and on
the same           terms as shall be determined to all the holders of Ordinary Shares in
the           Company. For avoidance of doubt, on the Cut-Off Date of a Transaction, any
          Vested Options not sold or exchanged and any non-Vested Options shall terminate
          and expire as of the Cut-Off Date.  






	 	(d) 	For
the purposes of this paragraph, the Option shall be considered assumed if,
          following a Transaction, the Optionee receives the right to purchase or
receive,           for each Share subject to the Option immediately prior to the
Transaction, the           consideration (whether in shares, stocks, cash, or other
securities or property)           received in the Transaction by holders of Shares for
each Share held on the           effective date of the Transaction (and if holders were
offered a choice of           consideration, the type of consideration chosen by the
holders of a majority of           the outstanding Shares); provided, however, that if
such consideration received           in the Transaction is not solely shares of the
Successor Company or its parent           or subsidiary, the Administrator may, with the
consent of the Successor Company           or its parent or subsidiary, provide for each
Optionee to receive solely Shares           of the Successor Company or its parent or
subsidiary equal in Fair Market Value           to the per share consideration received
by holders of Shares in the Transaction.  









	 	11.4 	Stock
dividend, bonus shares, stock split, cash dividends.  






	 	(a) 	If
the outstanding shares of the Company shall at any time be changed or           exchanged
by declaration of a share dividend (bonus shares), share split,           combination or
exchange of shares, recapitalization, or any other like event by           or of the
Company, and as often as the same shall occur, then the number, class           and kind
of the Shares subject to this ISOP or subject to any Options therefor           granted,
and the Purchase Prices, shall be appropriately and equitably adjusted           so as to
maintain the proportionate number of Shares without changing the           aggregate
Purchase Price, provided, however, that the Purchase Price shall not           be less
than the nominal value of the Share underlying any such Options, and           provided
further, that no adjustment shall be made by reason of the distribution           of
subscription rights (rights offering) on outstanding shares. Upon the
          occurrence of any of the foregoing, the class and aggregate number of Shares
          issuable pursuant to this ISOP (as set forth in Section 7 hereof), in respect
of           which Options have not yet been exercised, shall be appropriately adjusted,
all           as will be determined by the Board whose determination shall be final.  






	 	(b) 	Except
as expressly provided herein, no issuance by the Company of shares of any
          class, or securities convertible into shares of any class, shall affect, and no
          adjustment by reason thereof shall be made with respect to, the number or price
          of Shares subject to an Option.  






	 	(c) 	With
respect to any cash dividends distributable by the Company, should the
          determination date for such cash dividends be prior to the exercise date of any
          outstanding Option, including with respect to any then un-Vested Options, then
          the Purchase Price of all then outstanding Options shall be adjusted and
reduced           so as to reflect the net amount paid by the Company as a cash dividend
on           account of its Ordinary Shares, with respect to each Share underlying an
Option.  







14









	12. 	PURCHASE
FOR INVESTMENT; LIMITATIONS UPON IPO; REPRESENTATIONS






	 	12.1 	The
Company’s obligation to issue or allocate Shares upon exercise of an Option granted
under this ISOP is expressly conditioned upon: (a) the Company’s completion of any
registration or other qualifications of such Shares under all applicable laws, rules and
regulations or (b) representations and undertakings by the Optionee (or his legal
representative, heir or legatee, in the event of the Optionee’s death) to assure
that the sale of the Shares complies with any registration exemption requirements which
the Company in its sole discretion shall deem necessary or advisable. Such required
representations and undertakings may include representations and agreements that such
Optionee (or his legal representative, heir, or legatee): (a) is purchasing such Shares
for investment and not with any present intention of selling or otherwise disposing
thereof; and (b) agrees to have placed upon the face and reverse of any certificates
evidencing such Shares a legend setting forth (i) any representations and undertakings
which such Optionee has given to the Company or a reference thereto and (ii) that, prior
to effecting any sale or other disposition of any such Shares, the Optionee must furnish
to the Company an opinion of counsel, satisfactory to the Company, that such sale or
disposition will not violate the applicable laws, rules, and regulations, whether of the
State of Israel or of any other State having jurisdiction over the Company and the
Optionee. 






	 	12.2 	The
Optionee acknowledges that in the event that the Company’s shares shall be
registered for trading in any public market, Optionee’s rights to sell the Shares
may be subject to certain limitations (including a lock-up period), as will be requested
by the Company or its underwriters, and the Optionee unconditionally agrees and accepts
any such limitations. 






	 	12.3 	If
any Shares shall be registered under the United States Securities Act of 1933, no public
offering otherwise than a national securities exchange (as defined in the United States
Securities Exchange Act of 1934, as amended) of any Shares shall be made by the Optionee
(or any other person) under such circumstances that he or she (or such other person) may
be deemed an underwriter, as defined in the United States Securities Act of 1933. 






	 	12.4 	Upon
the grant of Options to an Optionee or the issuance of Shares upon the exercise thereof,
the Company shall obtain from the Optionee the representations and undertakings along the
line of those set out below, and/or any other representations and warranties that the
Committee may deem advisable, and the giving of such representations and warranties by
the Optionee shall be a condition precedent to Optionee’s right to receive the
Option and/or be issued the Shares upon exercise thereof: 






	 	(a) 	That
the Optionee knows that there is no certainty that the exercise of the           Options
will be financially worthwhile. The Optionee thereby undertakes not to           have any
claim against the Company or any of its directors, employees,           stockholders or
advisors if it emerges, at the time of exercising the Options,           that the Optionee’s
investment in the Company’s Shares was not           worthwhile, for any reason
whatsoever.  






	 	(b) 	That
the Optionee knows and understands that his rights regarding the Options           and
the Shares are subject for all intents and purposes to the instructions of           the
Company’s documents of incorporation and to the agreements of the
          shareholders in the Company.  






	 	(c) 	That
the Optionee knows that in addition to the allocations set forth above, the
          Company has allocated and/or is entitled to allocate Options and Shares to
other           employees and other people, and the Optionee shall have no claim
regarding such           allocations, their quantity, the relationship among them and
between them and           the other shareholders in the Company, exercising of the
options or any matter           related to or stemming from them.  






15










	 	(d) 	That
the Optionee knows that neither this ISOP nor the grant of Options or           Shares
thereunder shall impose any obligation on the Company to continue the
          engagement of the Optionee, and nothing in this ISOP or in any Option or Shares
          granted pursuant thereto shall confer upon any Optionee any right to continue
          being engaged by the Company, or restrict the right of the Company to terminate
          such engagement at any time.  






	13. 	DIVIDENDS






	 	
With
respect to all Shares (but excluding, for avoidance of any doubt, any unexercised Options)
allocated or issued upon the exercise of Options purchased by the Optionee and held by the
Optionee or by the Trustee, as the case may be, the Optionee shall be entitled to receive
dividends in accordance with the quantity of such Shares, subject to the provisions of the
Articles of Association and subject to any applicable taxation on distribution of
dividends, and, when applicable, subject to the provisions of Section 102. 






	14.  	RESTRICTIONS
ON ASSIGNABILITY AND SALE OF OPTIONS  






	 	14.1 	No
Option or any right with respect thereto, purchasable hereunder, whether fully paid or
not, shall be assignable, transferable or given as collateral or any right with respect
to it given to any third party whatsoever, except as specifically allowed under this
ISOP, and during the lifetime of the Optionee each and all of such Optionee’s rights
to purchase Shares hereunder shall be exercisable only by the Optionee. 






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






	 	14.2 	So
long as Options and/or Shares are held by the Trustee on behalf of an Optionee, all
rights of the Optionee over the Shares are personal, can not be transferred, assigned,
pledged or mortgaged, other than by will or pursuant to the laws of descent and
distribution. 






	15.  	EFFECTIVE
DATE AND DURATION OF THE ISOP  






	 	
This
ISOP shall be effective as of the day it was adopted by the Board and shall terminate at
the end of Ten (10) years from such day of adoption, unless terminated earlier in
accordance with Section 16 hereof. 






	16.  	AMENDMENTS
OR TERMINATION  






	 	
The
Board may at any time, but when applicable, after consultation with the Trustee, amend,
alter, suspend or terminate this ISOP. No amendment, alteration, suspension or termination
of this ISOP shall impair the rights of any Optionee granted to Optionee prior to such
amendment, alteration, suspension or termination of this ISOP, unless mutually agreed
otherwise between the Optionee and the Company, which agreement must be in writing and
signed by the Optionee and the Company. Termination of this ISOP shall not affect the
Committee’s ability to exercise the powers granted to it hereunder with respect to
Options granted under this ISOP prior to the date of such termination. 






	17.  	GOVERNMENT
REGULATIONS  






	 	
This
ISOP, and the grant and exercise of Options hereunder, and the obligation of the Company
to sell and deliver Shares under such Options, shall be subject to all applicable laws,
rules, and regulations, whether of the State of Israel any other State having jurisdiction
over the Company and the Optionee, including, without limitation, the United States
Securities Act of 1933, the Companies Law, the Securities Law, 1968, and the Ordinance,
and to such approvals by any governmental agencies or national securities exchanges as may
be required. Nothing herein shall be deemed to require the Company to register the Shares
under the securities laws of any jurisdiction. 






16










	18.  	CONTINUANCE
OF EMPLOYMENT OR HIRED SERVICES  






	 	
Neither
this ISOP nor the Grant Letter with the Optionee shall impose any obligation on the
Company or an Affiliate thereof, to continue any Optionee in its employ or service, and
nothing in this ISOP or in any Option granted pursuant thereto shall confer upon any
Optionee any right to continue in the employ or service of the Company or an Affiliate
thereof or restrict the right of the Company or an Affiliate thereof to terminate such
employment or service at any time. 






	19.  	GOVERNING
LAW & JURISDICTION  






	 	
This
ISOP shall be governed by and construed and enforced in accordance with the laws of the
State of Israel applicable to contracts made and to be performed therein, without giving
effect to the principles of conflict of laws. The competent courts of Tel Aviv district,
Israel shall have sole and exclusive jurisdiction in any matters pertaining to this ISOP
and any Grant Letters effected hereunder. 






	20.  	INTEGRATION
OF SECTION 102 AND TAX COMMISSIONER’S PERMIT  






	 	20.1 	With
regards to Approved 102 Options, the provisions of this ISOP and the Grant Letter shall
be subject to the provisions of Section 102 and the ITA Commissioner’s permit, and
the said provisions and permit shall be deemed an integral part of this ISOP and of the
individual Grant Letters with each Optionee. 






	 	20.2 	Any
provision of Section 102 and/or the said permit which is necessary in order to receive
and/or to keep any tax benefit pursuant to Section 102, which is not expressly specified
in this ISOP or the individual Grant Letter of the Optionees, shall be considered binding
upon the Company and the Optionees. 






	21.  	TAX
CONSEQUENCES  






	 	21.1 	Any
tax consequences arising from the grant or exercise of any Option, from the payment for
Shares covered thereby or from any other event or act (of the Company and/or its
Affiliates, the Trustee or the Optionee), hereunder, shall be borne solely by the
Optionee. The Company and/or its Affiliates and/or the Trustee shall withhold taxes
according to the requirements of any applicable laws, rules, and regulations, including
withholding taxes at source. Furthermore, the Optionee shall agree to indemnify the
Company and/or its Affiliates and/or the Trustee and hold them harmless against and from
any and all liability for any such tax or interest or penalty thereon, including without
limitation, liabilities relating to the necessity to withhold, or to have withheld, any
such tax from any payment made to the Optionee. 






	 	21.2 	The
Company and/or, when applicable, the Trustee shall not be required to release any Share
and/or share certificate representing such Shares to an Optionee until all required
payments have been fully made. 






	 	21.3 	To
the extent provided by the terms of any Grant Letter, the Optionee may satisfy any tax
withholding obligation relating to the exercise or acquisition of Shares under an Option
by any of the following means (in addition to the Company’s right to withhold from
any compensation paid to the Optionee by the Company) or by a combination of such means:
(i) tendering a cash payment; (ii) subject to the Committee’s approval on or prior
to the payment date, authorizing the Company to withhold Shares from the Shares otherwise
issuable to the Optionee as a result of the exercise or acquisition of Shares under the
Option in an amount not to exceed the minimum amount of tax required to be withheld by
law; or (iii) subject to Committee approval on or prior to the payment date, delivering
to the Company owned and unencumbered Shares; provided that Shares acquired on exercise
of Options have been held for at least 6 months from the date of exercise. 






17










	 	21.4 	The
Company shall have the right to deduct from all amounts paid to an Optionee in cash
(whether under this ISOP or otherwise) any taxes required by law to be withheld in
respect of Options under this ISOP. In the case of any Option satisfied by the issuance
of Shares, no Shares shall be issued unless and until arrangements satisfactory to the
Committee shall have been made to satisfy any withholding tax obligations applicable with
respect to such Option. 






	 	21.5 	In
connection with any Options granted and/or any Shares issued pursuant to this ISOP, the
Company shall bear and be liable to pay only those any taxes arising from its liability
as an employer pursuant to applicable law, where any other taxes shall be borne solely by
the Optionee. 






	22.  	NON-EXCLUSIVITY
OF THIS ISOP  






	 	
The
adoption of this ISOP by the Board shall not be construed as amending, modifying or
rescinding any previously approved incentive arrangements or as creating any limitations
on the power of the Board to adopt such other incentive arrangements as it may deem
desirable, including, without limitation, the granting of options to purchase shares of
the Company otherwise than under this ISOP, and such arrangements may be either applicable
generally or only in specific cases. 






	 	
For
the avoidance of doubt, prior grant of options to Employees and/or Non-Employees of the
Company under their employment agreements or other engagement agreements, and not in the
framework of any previous option plan, shall not be deemed an approved incentive
arrangement for the purpose of this Section 22. 






	23.  	MULTIPLE
AGREEMENTS  






	 	
The
terms of each Option may differ from the terms of other Options granted under this ISOP at
the same time, or at any other time. The Board may also grant more than one Option to a
given Optionee during the term of this ISOP, either in addition to, or in substitution
for, one or more Options previously granted to that Optionee. 






	24.  	DISPUTES  






	 	
Any
dispute or disagreement which may arise under or as a result of or pursuant to this ISOP
or the individual Grant Letters shall be determined by the Board in its sole discretion
and any interpretation made by the Board of the terms of this ISOP or the individual Grant
Letters shall be final, binding and conclusive. 






This ISOP was adopted by the Board on
November 5, 2007 



18