Exhibit
4.5


 


Microbot
Medical Inc.


2020
Omnibus Performance Award Plan


 


SAR
AWARD AGREEMENT


 


Microbot
Medical Inc. (the “Corporation”), pursuant to the terms of the Microbot Medical Inc. 2020 Omnibus Performance Award
Plan (the “Plan”) and the SAR Award attached to this SAR Award Agreement, hereby grants to the individual named below
stock appreciation rights as is set forth below. The terms of this SAR Award Agreement are subject to all of the provisions of
the Plan and the attached SAR Award, with such provisions being incorporated herein by reference.


 


	1.	Date
    of Grant:	 	 
	 	 	 	 
	2.	Name
    of Participant:	 	 
	 	 	 	 
	3.	Number
    of Shares:	 	 Shares
    of Common Stock
	 	 	 	 
	4.	Exercise
    Price:	 	 per
    Share of Common Stock.


 


	5.	Vesting
    of SARs:	[ADD
    APPENDIX CONTAINING PERFORMANCE VESTING PROVISIONS IF DESIRED]


 


	Vesting
    Date	 	No.
    of Shares Vested
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


	6.	Expiration
    Date:	 	 


 


The
Participant acknowledges receipt of, and understands and agrees to be bound by all of the terms of, this SAR Award Agreement,
the attached SAR Award and the Plan, and that the terms thereof supersede any and all other written or oral agreements between
the Participant and the Corporation regarding the subject matter contained herein. 


 


	Microbot
    Medical Inc.:	 	 	NAME
    OF PARTICIPANT:
	 	 	 	 	 
	By:	 	 	 	 
	Title:
    	     	 	Date:	 
	Date:	 	 	 	 


 




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SAR
AWARD


 


THIS
AGREEMENT made as of the grant date set forth in Section 1 of the SAR Award Agreement to which this Agreement is attached
(the “Date of Grant”) between Microbot Medical Inc., a Delaware corporation (hereinafter referred to as the “Corporation”),
and the individual identified in Section 2 of the SAR Award Agreement to which this Agreement is attached (hereinafter referred
to as the “Participant”).


 


W
I T N E S S E T H:


 


WHEREAS,
the Corporation desires, in connection with the employment of the Participant and in accordance with the Microbot Medical Inc.
2020 Omnibus Performance Award Plan (the “Plan”), to provide the Participant with an opportunity to acquire [cash][Common
Stock] of the Corporation on favorable terms and thereby increase his interest in the continued progress and success
of the business of the Corporation;


 


NOW,
THEREFORE, in consideration of the premises, the mutual covenants herein set forth and other good and valuable consideration,
the Corporation and the Participant hereby agree as follows:


 


1.
Confirmation of Grant of SAR. Pursuant to a determination by the Committee, the Corporation, subject to the terms of the
Plan, the SAR Award Agreement and this Agreement, hereby grants to the Participant as a matter of separate inducement and agreement,
and in addition to and not in lieu of salary or other compensation for services, the right to receive [cash][Common Stock]
(hereinafter referred to as the “SAR”) with a value equal to the excess (if any) of the Fair Market Value of one share
of Common Stock on the date the SAR is exercised over the Exercise Price (as described in Section 2 hereof) multiplied by the
number of shares of Common Stock as is set forth in Section 3 of the SAR Award Agreement to which this Agreement is attached with
respect to which the SAR is exercised, subject to adjustment as provided in the Plan (such shares, as adjusted, hereinafter being
referred to as the “Shares”). 


 


2.
Exercise Price. The Exercise Price of the SARs covered by this Agreement will be the per share amount set forth in Section
4 of the SAR Award Agreement to which this Agreement is attached, at all times being not less than 100% of the Fair Market
Value of one share of Common Stock on the Date of Grant, subject to adjustment as provided in the Plan. 


 


3.
Exercise of SAR. The SAR shall be exercisable on the terms and conditions hereinafter set forth:


 


(a)
The SAR shall become exercisable cumulatively as to the number of Shares originally subject thereto (after giving effect to any
adjustment pursuant to the Plan), and on the dates, as set forth in Section 5 of the SAR Award Agreement to which this Agreement
is attached. [INCLUDE REFERENCE TO PERFORMANCE VESTING IF APPROPRIATE]


 




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(b)
The SAR may be exercised pursuant to the provisions of this Section 3, by notice to the Corporation as provided in Sections 8
and 9 hereof.


 


4.
Term of SAR. The term of the SAR shall be the period time beginning on the Date of Grant as is set forth in Section 1 of
the SAR Award Agreement to which this Agreement is attached and shall expire on the date set forth in Section 6 of the SAR Award
Agreement to which this Agreement is attached, subject to earlier termination or cancellation as provided in this Agreement. 


 


5.
Non-transferability of SAR. The SAR shall not be assigned, transferred or otherwise disposed of, or pledged or hypothecated
in any way, and shall not be subject to execution, attachment or other process, except as may be provided in the Plan. Any assignment,
transfer, pledge, hypothecation or other disposition of the SAR attempted contrary to the provisions of the Plan, or any levy
of execution, attachment or other process attempted upon the SAR, will be null and void and without effect. Any attempt to make
any such assignment, transfer, pledge, hypothecation or other disposition of the SAR will cause the SAR to terminate immediately
upon the happening of any such event; provided, however, that any such termination of the SAR under the foregoing provisions of
this Section 5 will not prejudice any rights or remedies which the Corporation or any Affiliate may have under this Agreement
or otherwise.


 


6.
Exercise Upon Termination of Service. (a) If the Participant at any time incurs a Termination of Service (i) by reason
of his Termination of Service for Cause or (ii) due to his voluntary Termination of Service [without the written consent of
the Committee][in the absence of Good Reason], the SAR shall, at the time of such Termination of Service, terminate and the
Participant shall forfeit all rights hereunder. If, however, the Participant [for any other reason] (other than Disability
or death) incurs a Termination of Service [on or after the first date upon which he would have been entitled to exercise the
SAR under the provisions of Section 3 hereof], the SAR may be exercised by the Participant [with respect to all or any
part of the shares of Common Stock as to which the Participant had not exercised the SAR at the time of his Termination of Service
(regardless of whether the SAR was fully exercisable at such time)] [(to the same extent the Participant would have been entitled
under Section 3 hereof to exercise the SAR immediately prior to his Termination of Service)], at any time within [________days/months]
after such Termination of Service, at the end of which period the SAR, to the extent not then exercised, shall terminate and
the Participant shall forfeit all rights hereunder, even if the Participant subsequently returns to the Service of the Corporation
or any Affiliate. In no event, however, may the SAR be exercised after the expiration of the term provided in Section 4 hereof.


 


(b)
The SAR shall not be affected by any change of duties or position of the Participant so long as he continues to be in the full-time
Service of the Corporation or of any Affiliate thereof. If the Participant is granted a temporary leave of absence of 90 days
or less, such leave of absence shall be deemed a continuation of his Service with the Corporation or of any Affiliate thereof
for the purposes of this Agreement, but only if and so long as the corporation consents thereto.


 




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7.
Exercise Upon Death or Disability. (a) If the Participant dies while he is in the Service of the Corporation or of any
Affiliate, [on or after the first date upon which he would have been entitled to exercise the SAR under the provisions of Section
3 hereof], the SAR may be exercised by the estate of the Participant (or by the person or persons who acquire the right to
exercise the SAR by written designation of the Participant) [with respect to all or any part of the shares of Common Stock
as to which the deceased Participant had not exercised the SAR at the time of his death (regardless of whether the SAR was fully
exercisable at such time)] [(to the same extent the Participant would have been entitled under Section 3 hereof to exercise the
SAR immediately prior to his death)], at any time within [________ days/months/years] after the death of the Participant,
at the end of which period the SAR, to the extent not then exercised, shall terminate and the estate or other beneficiaries shall
forfeit all rights hereunder. In no event, however, may the SAR be exercised after the expiration of the term provided in Section
4 hereof.


 


(b)
In the event that the Participant incurs a Termination of Service by reason of his Disability [on or after the first date upon
which he would have been entitled to exercise the SAR under the provisions of Section 3 hereof], the SAR may be exercised
[with respect to all or any part of the shares of Common Stock as to which he had not exercised the SAR at the time of his
Disability (regardless of whether the SAR was fully exercisable at such time)] [(to the same extent the Participant would have
been entitled under Section 3 hereof to exercise the SAR immediately prior to his employment termination due to Disability)]
by the Participant within the period ending [________ days/months/years] after the date of such Termination of Service,
at the end of which period the SAR, to the extent not then exercised, shall terminate and the Participant shall forfeit all rights
hereunder even if the Participant subsequently returns to the Service of the Corporation or any Affiliate. In no event, however,
may the SAR be exercised after the expiration of the term provided in Section 4 hereof.


 


8.
Method of Exercise of SAR. (a) Subject to the terms and conditions of this Agreement, the SAR shall be exercisable by notice
in the manner set forth in Exhibit “A” hereto (the “Notice”) and provision for payment to the Corporation
in accordance with the procedure prescribed herein. Each such Notice shall:


 


(i)
state the election to exercise the SAR and the number of Shares with respect to which it is being exercised;


 


(ii)
be signed by the Participant or the person or persons entitled to exercise the SAR and, if the SAR is being exercised by any person
or persons other than the Participant, be accompanied by proof, satisfactory to counsel to the Corporation, of the right of such
other person or persons to exercise the SAR; and


 


(iii)
be received by the Corporation on or before the date of the expiration of this SAR. In the event the date of expiration of this
SAR falls on a day which is not a regular business day at the Corporation’s executive office in [CITY/STATE] then
such written Notice must be received at such office on or before the last regular business day prior to such date of expiration.


 




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(b)
The SAR shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding
provisions of this Section 8 and the provisions of Section 9 hereof shall have been complied with, in which event the SAR shall
be deemed to have been exercised on the date the Notice was received by the Corporation. Anything in this Agreement to the contrary
notwithstanding, any Notice given pursuant to the provisions of this Section 8 shall be void and of no effect if all of the preceding
provisions of this Section 8 and the provisions of Section 9 shall not have been complied with.


 


(c)
The certificate or certificates for shares of Common Stock as to which the SAR shall be exercised will be registered in the name
of the Participant (or in the name of the Participant’s estate or other beneficiary if the SAR is exercised after the Participant’s
death), or (to the extent permitted in if the SAR is exercised by the Participant and if the Participant so requests in the notice
exercising the SAR, will be registered in the name of the Participant and another person jointly, with right of survivorship and
will be delivered as soon as practical after the date the Notice is received by the Corporation (accompanied by full payment of
the exercise price), but only upon compliance with all of the provisions of this Agreement.


 


(d)
If the Participant fails to accept delivery of any of the Shares specified in such Notice, his right to exercise the SAR with
respect to such undelivered Shares may be terminated in the sole discretion of the Committee. The SAR may be exercised only with
respect to full Shares.


 


(e)
The Corporation shall not be required to issue or deliver any certificate or certificates for shares of its Common Stock purchased
upon the exercise of any part of the SAR prior to the payment to the Corporation, upon its demand, of any amount requested by
the Corporation for the purpose of satisfying its minimum statutorily required liability, if any, to withhold federal, state or
local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by
a delay in making such payment) incurred by reason of the exercise of this SAR or the transfer of shares thereupon. Such payment
shall be made by the Participant in cash or, with the written consent of the Corporation, by tendering to the Corporation shares
of Common Stock equal in value to the amount of the required withholding. In the alternative, the Corporation may, at its option,
satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Participant pursuant
to an exercise of the SAR a number of shares of Common Stock equal in value to the amount of the required withholding.


 


9.
Approval of Counsel. The exercise of the SAR and the issuance and delivery of shares of Common Stock pursuant thereto shall
be subject to approval by the Corporation’s counsel of all legal matters in connection therewith, including, but not limited
to, compliance with the requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder, and the requirements of any stock exchange or automated trading medium upon which the
Common Stock may then be listed or traded.


 




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10.
Reservation of Shares. The Corporation shall at all times during the term of the SAR reserve and keep available
such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement.


 


11.
Limitation of Action. The Participant and the Corporation each acknowledges that every right of action accruing to him
or it, as the case may be, and arising out of or in connection with this Agreement against the Corporation or an Affiliate, on
the one hand, or against the Participant, on the other hand, shall, irrespective of the place where an action may be brought,
cease and be barred by the expiration of three years from the date of the act or omission in respect of which such right of action
arises.


 


12.
Benefits of Agreement. This Agreement shall inure to the benefit of the Corporation, the Participant and their respective
heirs, executors, administrators, personal representatives, successors and permitted assignees.


 


13.
Severability. In the event that any one or more provisions of this Agreement shall be deemed to be illegal or unenforceable,
such illegality or unenforceability shall not affect the validity and enforceability of the remaining legal and enforceable provisions
hereof, which shall be construed as if such illegal or unenforceable provision or provisions had not been inserted.


 


14.
Service. Nothing contained in this Agreement shall be construed as (a) a contract of employment between the Participant
and the Corporation or any Affiliate, (b) a right of the Participant to be continued in the Service of the Corporation or of any
Affiliate, or (c) a limitation of the right of the Corporation or of any Affiliate to discharge the Participant at any time, with
or without cause (subject to any applicable employment agreement).


 


15.
Definitions. Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the same definitions
as set forth in the Plan.


 


16.
Incorporation of Terms of Plan. This Agreement shall be interpreted under, and subject to, all of the terms and provisions
of the Plan, which are incorporated herein by reference. In the event of any inconsistencies between the provisions of
this Agreement and the provisions of the Plan, the provisions of the Plan shall control.


 


17.
No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto
to express their mutual intent, and no rule of strict construction shall apply against any party.


 


18.
Injunctive Relief. The restrictions set forth in this Agreement are necessary for the protection of the business and goodwill
of the Corporation and are considered by the Participant to be reasonable for such purpose. The Participant agrees that
any breach by the Participant of any term set forth under this Agreement is likely to cause the Corporation substantial and irrevocable
damage and, therefore, any such breach shall entitle the Corporation, in addition to any other legal remedies available to it,
to apply to any court of competent jurisdiction to enjoin such breach, threatened breach, alleged breach or alleged threatened
breach. The Parties hereto understand and intend that each restriction set forth herein shall be construed as separable and divisible
from every other restriction, and that the unenforceability, in whole or in part, of any other restriction, will not affect the
enforceability of the remaining restrictions and that one or more or all of such restrictions may be enforced in whole or in part
as the circumstances warrant. The Participant hereby acknowledges that he is fully cognizant of the restrictions imposed upon
him pursuant to the terms of this Agreement.


 


BY
WAY OF THEIR EXECUTION OF THE SAR AWARD AGREEMENT TO WHICH THIS AGREEMENT IS ATTACHED, the Corporation and the Participant
(and each and every one of their heirs, successors and assigns) agree to be bound by each and every one of the terms set forth
in this Agreement.


 




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EXHIBIT
A


 


SAR
EXERCISE FORM


 


[DATE]


 


[Corporation
Name]


[Address]


[City,
State and Zip Code]


Attention:
[OFFICER]


 


Dear
Sirs:


 


Pursuant
to the provisions of the SAR Award and related SAR Award Agreement dated [ ] (collectively, the “Agreement”), whereby
you have granted to me a Stock Appreciation Right (the “SAR”) to acquire [cash][a certain number of the shares of
the Common Stock of Microbot Medical Inc. (the “Corporation”)] subject to the terms of the Agreement, I hereby notify
you that I elect to exercise my SAR with respect to [ ] of the shares of Common Stock covered by such SAR at the [$___] per share
price specified therein. [I hereby acknowledge that I am acquiring these shares for investment purposes only and not for resale
in violation of any federal or state securities laws.]


 


	 	Very
    truly yours,
	 	 
	 	[Address]
	 	(For
notices, reports, dividend checks and other communications to stockholders.)



 




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