Exhibit 10.2


 


ParaZero
Technologies Ltd.


Global
Share Incentive Plan (2022)


 


 1. Name And Purpose.




 


1.1 This
plan, which has been adopted by the Board of Directors of ParaZero Technologies Ltd. (the “Company”), shall be known
as the ParaZero Technologies Ltd. Global Share Incentive Plan (2022), as amended from time to time (the “Plan”).


 


1.2 The
purposes of the Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional
incentive to Service Providers of the Company and its affiliates and subsidiaries, if any, and to promote the Company’s business
by providing such individuals with opportunities to receive Awards pursuant to the Plan and to strengthen the sense of common interest
between such individuals and the Company’s shareholders.


 


1.3 Awards
granted under the Plan to Service Providers in various jurisdictions may be subject to specific terms and conditions for such grants may
be set forth in one or more separate appendix to the Plan, as may be approved by the Board of Directors of the Company from time to time.


 


2.
Definitions.


 


“Administrator”
shall mean the Board of Directors or a Committee.


 


“Appendix”
shall mean any appendix to the Plan adopted by the Board of Directors containing country-specific or other special terms relating to Awards
including additional terms with respect to grants of certain types of equity-based Awards.


 


“Award”
shall mean a grant of Options or Restricted Share Units under the Plan or allotment of Shares (including Restricted Shares) or other equity-based
awards hereunder. All Awards shall be confirmed by an Award Agreement, and subject to the terms and conditions of such Award Agreement.


 


“Award Agreement”
shall mean a written instrument setting forth the terms applicable to a particular Award.


 


“Board of Directors”
or “Board” shall mean the board of directors of the Company.


 


“Cause”
shall, with regard to each specific Participant, have the same meaning ascribed to such term or a similar term as set forth in any agreements
and/the Participant’s employment agreement or other documents to which the Company or any of its parent, subsidiaries and/or affiliates
and the Participant are a party concerning the provision of services by the Participant to the Company or any of its parent, subsidiaries
and/or affiliates, or, in the absence of such a definition: (a) the commission of a crime of moral turpitude, unless the Administrator
determines that such commission will not adversely affect the Company or any of its parent, subsidiaries and/or affiliates, or their reputation,
or the ability of the Participant’s to serve the Company or any of its parent, subsidiaries and/or affiliates; (b) any act of personal
dishonesty by the Participant in connection with the Participant’s responsibilities to the Company or any of its parent, subsidiaries
and/or affiliates, including, but not limited to, theft, embezzlement, or self-dealing; (c) any material breach (as determined by the
Company in its sole discretion) by the Participant engagement in competing activities, any disclosure of confidential information of the
Company or any of its parent, subsidiaries and/or affiliates or breach of any obligation not to violate a restrictive covenant; (d) a
material breach of the Participant’s employment agreement or the agreement governing the provision of services by a non-employee
Service Provider which are not cured (if curable) within seven (7) days after receipt of written notice thereof; or (e) if the Participant
is an employee residing in Israel, any other circumstances under which severance pay (or part of them) may be denied from the Participant
upon termination of employment by the Company, under the applicable Israeli law.


 


“Committee”
shall mean a compensation committee or other committee as may be appointed and maintained by the Board of Directors, in its discretion,
to administer the Plan, to the extent permissible under applicable law, as amended from time to time.


 






     


     


    

 


“Companies’
Law” shall mean the Israeli Companies Law, 1999, as amended from time to time.


 


“Consideration”
shall mean with respect to outstanding Awards, the right to receive, for each Share subject to the Award immediately prior to the Transaction,
the consideration (whether shares, cash, or other securities or property) received in the Transaction by holders of Shares of the Company
for each Share held on the effective date of the Transaction, or any type of consideration determined by the Administrator, at its sole
discretion.


 


“Consultant”
means any entity or individual who (either directly or, in the case of an individual, through his or her employer) is an advisor or consultant
to the Company or its subsidiary or affiliate.


 


“Corporate Charter”
shall mean the Articles of Association Company and any other corporate documents of the Company, including any subsequent amendments or
replacements thereto.


 


“Disability”
shall have the meaning ascribed to such term or a similar term in the Participant’s employment agreement (where applicable), or
in the absence of such a definition, the inability of the Participant, in the opinion of a qualified physician acceptable to the Company,
to perform the major duties of the Participant’s position with the Company because of the sickness or injury of the Participant
for a consecutive period of 180 days.


 


“Fair Market Value”
shall mean, as of any date, the value of Shares, determined as follows:


 


(i)
If the Shares are listed on any established securities exchange, the Fair Market Value of an ordinary Share of the Company shall
be (a) the closing sales price for such shares (or the closing bid, if no sales were reported) as traded on such exchange or market (or
the exchange or market with the greatest volume of trading in the Shares) on the last market trading day prior to the day of determination,
as reported in a recognized daily business newspaper or internet site or such other source as the Administrator deems reliable, or (b)
to the extent required under the rules of the securities exchange in which the Shares are traded, as determined in accordance with these
rules.


 


(ii)
In the absence of such exchanges for the Shares, the Fair Market Value shall be determined in good faith by the Administrator.


 


“Insider”
shall mean an officer of the Company, a member of the Board or other person whose transactions in Shares are subject to Section 16
of the Securities Exchange Act of 1934, as amended.


 


“IPO”
shall mean (a) as such term is defined in the Corporate Charter; or (b) in the absence of such definition in the Corporate Charter, an
initial offering of the Company’s Shares to the public in an underwritten offering under an applicable registration statement.


 


“Liquidation”
shall mean the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.


 


“Options”
shall mean options to purchase Shares awarded under the Plan.


 


“Participant”
shall mean a recipient of an Award hereunder who executes an Award Agreement.


 


“Person”
means an individual, corporation, partnership, joint venture, trust, any other corporate entity and any unincorporated association or
organization.


 


“Restricted Shares”
means an Award of Shares under this Plan that is subject to the terms and conditions of Section 7.


 


“Restricted Share
Units” means an Award entitling a Participant to receive Shares under this Plan that is subject to the terms and conditions
of Section 8.


 


“Service Provider”
shall mean an employee, director, office holder or Consultant of the Company or its subsidiary or affiliate.


 






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“Shares”
shall mean ordinary shares of the Company, nominal value NIS 0.01 per share.


 


“Spin-Off”
shall mean any transaction in which assets of the Company or Shares of the Company are transferred or sold to a company or corporate entity
in which the shareholders of the Company hold the same respective ownership stakes they are then holding in the Company.


 


“Transaction”
shall mean each of the following events: (a) as such term (or such other term with the same meaning as shall be determined by the Administrator)
is defined in the Corporate Charter; or (b) in the absence of such definition in the Corporate Charter: (i) a merger or consolidation
of the Company with or into another corporation resulting in such other corporation being the surviving entity or the direct or indirect
parent of the Company or resulting in the Company being the surviving entity and there is a change in the ownership of shares of the Company,
such that another person or entity owns fifty percent (50%) or more of the outstanding voting power of the Company’s securities
by virtue of the transaction; or (ii) an acquisition of all or substantially all of the shares of the Company by any person (including
an existing non-majority shareholder of the Company or its affiliate of shares not held by any affiliate of such shareholder); or (iii)
the sale and/or transfer (including by way of an exclusive license) of all or substantially all of the assets of the Company; or (iv)
such other transaction with a similar effect, as shall be determined by the Administrator; or (v) any other transaction that the Administrator
determines, at its sole discretion, should be deemed a Transaction for the purposes of this Plan.


 


“Transfer”
shall mean any sale, assignment, conveyance, pledge, hypothecation, mortgage, seizure, grant of collateral or any security interest or
gift, or any other encumberment, disposition or transfer.


 


3. Administration
of the Plan.


 


3.1 The
Plan will be administered by the Administrator. If the Administrator is a Committee, and unless such Committee has a charter that was
approved by the Board (the “Charter”), such Committee will consist of such number of members of the Board of Directors
of the Company (not less than two in number), as may be determined from time to time by the Board of Directors. The Board of Directors
shall appoint such members of the Committee, may from time to time remove members from, or add members to, the Committee, and shall fill
vacancies in the Committee however caused.


 


3.2 The
Committee, if appointed, and to the extent not otherwise determined in the Charter, shall select one of its members as its Chairman and
shall hold its meetings at such times and places as it shall determine; actions at a meeting of the Committee at which a majority of its
members are present or acts approved in writing by all members of the Committee shall be the valid acts of the Committee; the Committee
may appoint a secretary, who shall keep records of its meetings and shall make such rules and regulations for the conduct of its business
and the implementation of the Plan, as it shall deem advisable, subject to the directives of the Board of Directors and in accordance
with applicable law.


 


3.3 Subject
to the general terms and conditions of the Plan, applicable law, and in particular Section 3.5 below, the Administrator shall have full
authority in its discretion, from time to time and at any time, to determine (i) eligible Participants, (ii) the number of Options, Shares,
Restricted Share Units or other equity based awards to be covered by each Award, (iii) the time or times at which the Award shall be granted,
(iv) the vesting schedule and other terms and conditions applying to Awards, including acceleration, early exercise or deferment provisions,
(v) the form(s) of written agreements applying to Awards, and (vi) any other matter which is necessary or desirable for, or incidental
to, the administration of the Plan and the granting of Awards. The Board of Directors may, in its sole discretion, delegate some or all
of the powers listed above to a Committee, to the extent permitted by the Companies’ Law, the Corporate Charter or other applicable
law.


 


3.4 With
respect to participation by Insiders in the Plan, at any time that any class of equity security of the Company is registered pursuant
to Section 12 of the Securities Exchange Act of 1934, as amended, the Plan must be administered in compliance with the requirements,
if any, of Rule 16b-3 thereof.


 


3.5 No
member of the Board of Directors or of the Committee shall be liable for any action or determination made in good faith with respect to
the Plan or any Award granted hereunder. Subject to the Company’s decision and to all approvals legally required, each member of
the Board of Directors or the Committee shall be indemnified and held harmless by the Company against any cost or expense (including counsel
fees) reasonably incurred by him or 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 Plan unless arising out of such member’s own willful misconduct
or bad faith, to the fullest extent permitted by applicable law. Such indemnification shall be in addition to any rights of indemnification
the member may have as a director or otherwise under the Corporate Charter, any agreement, any vote of shareholders or disinterested directors,
insurance policy or otherwise.


 






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3.5 The
interpretation and construction by the Administrator of any provision of the Plan or of any Award hereunder shall be final and conclusive.
In the event that the Board appoints a Committee, the interpretation and construction by the Committee of any provision of the Plan or
of any Award hereunder shall be conclusive unless otherwise determined by the Board of Directors. To avoid doubt, the Board of Directors
may at any time exercise any powers of the Administrator, notwithstanding the fact that a Committee has been appointed.


 


3.6 The Administrator
shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan and perform
all acts, including the delegation of its responsibilities (to the extent permitted by applicable law and applicable stock exchange rules),
as it shall, from time to time, deem advisable; to construe and interpret the terms and provisions of the Plan and any Award issued under
the Plan (and any agreements relating thereto); and to otherwise supervise the administration of the Plan. The Administrator may correct
any defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement relating thereto in the manner and to
the extent it shall deem necessary to effectuate the purpose and intent of the Plan, as further detailed in Section 13.2 below.


 


3.7 Without limiting
the generality of the foregoing, the Administrator may adopt special appendices and/or guidelines and provisions for persons who are
residing in or employed in, or subject to, the taxes of, any domestic or foreign jurisdictions, to comply with applicable laws, regulations,
or accounting, listing or other rules with respect to such domestic or foreign jurisdictions.


 


4.
Eligible Participants.


 


4.1 No
Award may be granted pursuant to the Plan to any person serving as a member of the Committee or to any other director or officer (Nose
Misra) of the Company at the time of the grant, unless such grant is approved in the manner prescribed for the approval of compensation
of directors and officers (Nose’i Misra) under applicable law.


 


4.2 Subject to the limitation set
forth in Section 4.1 above and any restriction imposed by applicable law, Awards may be granted to any Service Provider of the
Company or its affiliates. The grant of an Award to a Participant hereunder shall neither entitle such Participant to receive an
additional Award or participate in other incentive plans of the Company, nor disqualify such Participant from receiving an
additional Award or participating in other incentive plans of the Company.


 


5.
Reserved Shares.


 


The Company shall determine the number of Shares
reserved hereunder from time to time, and such number may be increased or decreased by the Company from time to time. Any Shares under
the Plan, in respect of which the right hereunder of a Participant to purchase and/or receive the same shall for any reason terminate,
expire or otherwise cease to exist, shall again be available for grant as Awards under the Plan. Any Shares that remain unissued and are
not subject to Awards at the termination of the Plan shall cease to be reserved for purposes of the Plan. Until termination of the Plan
the Company shall at all times reserve a sufficient number of Shares to meet the requirements of the Plan.


 


6.
Award Agreement.


 


6.1
The Administrator in its discretion may award to Service Providers Awards available under the Plan. The terms of the Award
will be set forth in the Award Agreement. The date of grant of each Award shall be the date specified by the Administrator at the time
such award is made, or in the absence of such specification, the date of approval of the Award by the Administrator.


 


6.2
The Award Agreement shall state, among other things, the number of Options or Shares, Restricted Shares, Restricted Share Units,
or equity-based units covered thereby, the type of Option or Share-based or other grant awarded, the vesting schedule, and any special
terms applying to such Award (if any), including the terms of any country-specific or other applicable Appendix, as determined by the
Administrator.


 


6.3
A Participant shall not have any rights with respect to such Award, unless and until such Participant has delivered a fully
executed copy of the Award Agreement evidencing the Award to the Company and has otherwise complied with the applicable terms and conditions
of such Award.


 






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7.
Restricted Shares.


 


7.1 Eligibility.
Restricted Shares may be issued to all Participants either alone or in addition to other Awards granted under the Plan. The Administrator
shall determine the eligible Service Providers to whom, and the time or times at which, grants of Restricted Shares will be made, the
number of shares to be awarded, the purchase price (if any) to be paid by the Participant (subject to Section 7.2), the time or times
at which such Awards may be subject to forfeiture (if any) and repurchase by the Company or the Company’s shareholders (e.g., if
repurchase by the Company is not permitted under applicable law), the vesting schedule (if any) and rights to acceleration thereof, and
all other terms and conditions of the Awards. Unless otherwise determined by the Administrator, the Participant shall not be permitted
to sell or Transfer Restricted Shares awarded under this Plan during a period set by the Administrator (if any) commencing with the date
of such Award, as set forth in the applicable Award Agreement.


 


7.2 Terms.
The purchase price of Restricted Shares shall be determined by the Administrator. The repurchase price of Restricted Shares shall be equal
to the amount paid by the Participant, if any, subject to applicable law. Awards of Restricted Shares must be accepted within a period
as the Administrator may specify at grant by executing an Award Agreement and by paying whatever price (if any) the Administrator has
designated thereunder.


 


7.3 Share
Certificate. Each Participant receiving Restricted Shares shall be issued a share certificate in respect of such Restricted Shares,
unless the Administrator elects to use another system, such as book entries by the transfer agent, as evidencing ownership of Restricted
Shares. Such certificate shall be registered in the name of such Participant, and shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Award, substantially in the following form (as well as other legend required by the Administrator
pursuant to Section 19.3 below):


 


7.4 Custody.
The Administrator may require that any share certificates evidencing such shares be held in custody by the Company or any third party
determined by the Company, until the restrictions thereon shall have lapsed, and that, as a condition of any Restricted Shares Award,
the Participant shall have delivered a duly signed share transfer deed, endorsed in blank, relating to the Shares covered by such Award.


 


7.5 Rights
as Shareholder. Except as otherwise determined by the Administrator and set forth in the Award Agreement, the Participant shall have,
with respect to the Restricted Shares, all of the rights of a holder of Shares including, without limitation, the right to receive any
dividends, the right to vote such shares and, subject to and conditioned upon the full vesting of Restricted Shares, the right to tender
such shares.


 


7.6 Lapse
of Restrictions. If and when the period of restriction set by the Administrator expires without a prior forfeiture of the Restricted
Shares subject to such period of restriction, the certificates for such shares shall be delivered to the Participant. Then, all legends
shall be removed from said certificates at the time of delivery to the Participant except as otherwise required by applicable law or in
accordance with Section 21 hereof. Notwithstanding the foregoing, actual certificates shall not be issued to the extent that book entry
recordkeeping is used.


 


 8. Restricted Share Units and Other Equity-Based Awards. 




 


8.1
Eligibility. Restricted Share Units may be granted at any time and from time
to time as determined by the Administrator, either alone or in addition to other Awards granted under the Plan. The Administrator shall
determine the eligible Service Providers to whom, and the time or times at which, grants of Restricted Share Units will be made, the number
of Restricted Share Units to be awarded, the number of Shares subject to the Restricted Share Units, the vesting schedule and rights to
acceleration thereof, and all other terms and conditions of the Awards.


 


8.2
Vesting of Restricted Share Units. Shares shall be issued to or for the benefit
of Participant promptly following each vesting date determined by the Administrator, provided that Participant is still a Service Provider
on the applicable vesting date. After each such vesting date the Company shall promptly cause to be issued for the benefit of Participant
Shares with respect to Restricted Share Units that became vested on such vesting date. It is clarified that no Shares shall be issued
pursuant to the Restricted Share Units to Participant until the vesting criteria determined by the Administrator is met.


 


8.3
Terms. Prior to the actual issuance of any Shares, each Restricted Share Unit
will represent an unfunded and unsecured obligation of the Company, payable only from the general assets of the Company.


 






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8.4
Rights as Shareholder. A Participant holding Restricted Share Units shall not
be, nor have any of the rights or privileges of, a shareholder of the Company in respect of any Shares issuable upon the vesting of any
part of the Restricted Share Units unless and until such Shares shall have been issued by the Company to such Participant (as evidenced
by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). Any adjustment for a dividend
or other right for which the record date is prior to the date the Shares are issued must be made in accordance with applicable law.


 


8.5
Other Equity-Based Awards. Other equity-based awards (including, without limitation,
performance share awards) may be granted either alone or in addition to or other Awards granted under the Plan to all eligible Service
Providers pursuant to such terms and conditions as the Administrator may determine, including without limitation, in one or more appendix
adopted by the Administrator and appended to this Plan.


 


9.
Exercise of Options.


 


9.1
Options shall be exercisable pursuant to the terms under which they were awarded and subject to the terms and conditions of
the Plan and any applicable Appendix, as specified in the Award Agreement.


 


9.2
The exercise price for each Share to be issued upon exercise of an Option shall be such price as is determined by the Administrator
in its discretion, provided that the price per Share is not less than the nominal value of each Share, or to the extent required pursuant
to applicable law to qualify for favorable tax treatment (as determined by the Administrator), not less than 100% of the Fair Market Value
of a Share on the date of grant, and in no event, less than the minimum exercise price required in accordance with applicable stock exchange
requirements.


 


9.3
An Option, or any part thereof, shall be exercisable by the Participant’s signing and returning to the Company at its
principal office, a “Notice of Exercise” in such form and substance as may be prescribed by the Administrator from time to
time, together with full payment for the Shares underlying such Option, and the execution and delivery of any other document required
pursuant to the applicable Award Agreement.


 


9.4
Each payment for Shares under an Option shall be in respect of a whole number of Shares, shall be effected in cash or by check
payable to the order of the Company, or such other method of payment such a cashless method and/or net exercise method acceptable to the
Company as determined by the Administrator in its sole discretion and in accordance with applicable law, and shall be accompanied by a
notice stating the number of Shares being paid for thereby.


 


9.5
Until the Shares are issued (as evidenced by the appropriate entry in the share register of the Company or of a duly authorized
transfer agent of the Company) a Participant shall have no right to vote or right to receive dividends or any other rights as a shareholder
shall exist with respect to such Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such
Shares promptly after the Option is exercised. Any adjustment for a dividend or other right for which the record date is prior to the
date the Shares are issued must be made in accordance with applicable law. No Shares shall be issued until payment has been made or provided
for, as provided herein.


 


9.6
The Administrator may designate certain periods, at its reasonable discretion, with respect to all or certain groups of Participants
and/or with respect to certain types of Awards, during which the vesting and/or exercise of Awards and/or sale of Shares shall be restricted
or prohibited, including without limitation, in order to comply with applicable laws in any relevant jurisdiction and/or rules of any
exchange on which the Company’s shares are traded. During such blackout periods, Participants will not be able to exercise the Options
(or other Awards) and/or receive and/or sell the Shares held by or on behalf of the Participants and the Company shall not bear any liability
to Participants for any claim, loss or liability that may result from such restrictions.


 






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10.
Termination of Relationship as Service Provider.


 


10.1
Effect of Termination; Exercise after Termination. Any unvested Awards as of
the Date of Termination shall terminate effective as of the Date of Termination, and the Shares covered by the unvested portion of the
Award shall revert to the Plan. Unless otherwise determined by the Administrator, if a Participant ceases to be a Service Provider, such
Participant may exercise its outstanding Options within such period of time as is specified in the Award Agreement or the Plan to the
extent that the Options are vested on the Date of Termination (but in no event later than the expiration of the term of the Option as
set forth in the Award Agreement). If, after termination, the Participant does not exercise the vested Options within the time specified
in the Award Agreement or the Plan, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. In
the absence of a provision specifying otherwise in the relevant Award Agreement or unless otherwise resolved by the Administrator, then:


 


(a) In the event that the
Participant ceases to be a Service Provider for any reason other than termination for Cause, or as a result of Participant’s death
or Disability, then the vested Options shall remain exercisable until the earlier of: (a) a period of three (3) months from the Date of
Termination; or (b) expiration of the term of the Option as set forth in Section 14.  


 


(b) In the event that the
Participant ceases to be a Service Provider for Cause, then all Options will terminate immediately upon the Date of Termination, such
that the unvested portion of the Options will not vest, and the vested portion of the Options will no longer be exercisable. In
such event, Shares covered by any Awards shall revert to the plan and if applicable, be repurchased by the Company (or by the Company’s
shareholders if repurchase by the Company is not permitted under applicable law) with a repurchase price of the nominal value of the Shares.


 


(c) In the event that the
Participant ceases to be a Service Provider as a result of Participant’s Disability, then the vested Options shall remain exercisable
until the earlier of: (a) a period of twelve (12) months from the Date of Termination; or (b) expiration of the term of the Option as
set forth in Section 14.


 


(d) In the event that the
Participant dies while a Service Provider, the vested portion of the Option shall remain exercisable by the Participant’s estate
or by a person who acquires the right to exercise the Option by bequest or inheritance until the earlier of: (a) a period of twelve (12)
months following the Participant’s date of death; or (b) expiration of the term of the Option as set forth in Section 14.


 


(e) All Restricted Shares
still subject to restriction under the applicable Restriction Period as of the Date of Termination, as set forth in the Award Agreement,
shall be forfeited or otherwise subject to repurchase by the Company (or by the Company’s shareholders if repurchase by the Company
is not permitted under applicable law) as of the Date of Termination, notwithstanding the circumstances of such termination of engagement.


 


(f) All Restricted Share
Units shall cease vesting immediately upon the Date of Termination, and the unvested Restricted Share Units awarded to the Participant
shall be forfeited, notwithstanding the circumstances of such termination of engagement.


 


(g) For
the purposes of this Section 10.1, a Participant shall be deemed to have been terminated for Cause, regardless of the actual reason for
termination of employment or services, if within 90 days of the Date of Termination, the Company determines that the Participant has engaged
in activity, either prior to or following the Date of Termination, that would have been grounds for termination for Cause as defined herein.


 


(h) For the avoidance of
doubt, the Company may provide notice to Participant regarding expiration of an applicable exercise period for outstanding and vested
options as set forth in the Plan and/or the Award Agreement, however it is under no obligation to provide such further notice and the Participant
shall not have any claims or demands in the event that no further notice is provided.


 


10.2
Date of Termination. For purposes of the Plan and any Award or Award Agreement, and unless otherwise set forth in the relevant
Award Agreement, the “Date of Termination” (whether for Cause or otherwise) shall be the effective date of termination
of the Participant’s employment or engagement as a Service Provider.


 






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10.3
Leave of Absence. Unless the Administrator expressly provides otherwise, vesting of Awards granted hereunder shall be suspended
during any unpaid leave of absence (except, for the avoidance of doubt, periods during which the provision of equivalent benefits during
leave to those provided during active employment is legally required pursuant to applicable law).


 


10.4
Change of Status. A Participant shall not cease to be considered a Service Provider in the event of any (a) leave of absence
approved by the Company or its affiliates, provided that such leave of absence was approved by entity for which the Participant is engaged
with, or pursuant to applicable law; or (b) transfers between locations of the Company and/or its affiliates or between the Company, and
its parent, subsidiary, affiliate, or any successor thereof; or (c) changes in status (employee to director, employee to consultant, etc.),
although such change may affect the specific terms applying to the Participant’s Award.


 


11.
Adjustments.


 


Upon the occurrence of any
of the following described events, and subject to the directives, rules and regulations of the applicable stock exchange, a Participant’s
rights to purchase Shares under the Plan shall be adjusted as hereinafter provided:


 


11.1
Changes in Capitalization; Reorganization. Subject to any required action by the shareholders of the Company, the number of
Shares covered by each outstanding Award, and the number of Shares which have been authorized for issuance under the Plan but as to which
no Award have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award, as well as the price
per Share covered by each outstanding Award, shall be proportionately adjusted for any increase or decrease in the number of issued Shares
resulting from a share split, reverse share split, distribution of bonus shares, rights issue, cash or 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. For such purpose, the conversion of any convertible securities of the Company shall not be deemed to have been “effected
without receipt of consideration.” In the event of a reorganization effected for purposes of changing the domicile of the parent
company affiliated with the Company, whereby the Company becomes a wholly owned subsidiary of an affiliated entity (the “New
Parent”), outstanding Awards may be assumed or substituted with awards subject to the New Parent’s shares with equivalent
economic value to the outstanding Awards or as otherwise determined to be appropriate by the Administrator in the circumstances. The adjustments,
assumptions or substitutions provided above (as applicable) shall be made by the Administrator at its sole discretion, whose determination
in that respect shall be final, binding and conclusive. In the event of a Spin-Off, the Administrator may determine that the holders of
Awards shall be entitled to receive equity in the new company formed as a result of the Spin-Off, in accordance with equity granted to
the ordinary shareholders of the Company within the Spin-Off, taking into account the terms of the Awards, including the vesting schedule
and exercise price. The determination regarding the Participant's entitlement within the scope of a Spin-Off shall be in the sole and
absolute discretion of the Administrator. 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 Award.


 


11.2
Transactions. In the event of a Transaction, the outstanding (including the unexercised,
vested, unvested or restricted) portion of each outstanding Award shall be assumed or substituted with an equivalent Award or the right
to receive Consideration by the acquiring or successor corporation or an affiliate thereof, as shall be determined by such entity and/or
the Administrator, subject to the terms hereof.


 






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(a)
In the event that the successor corporation or any affiliate thereof does not provide for such an assumption, and/or substitution
of outstanding Awards and/or the provision of Consideration for outstanding Awards, then unless determined otherwise with respect to a
specific outstanding Award, the Administrator shall have sole and absolute discretion to determine the effect of the Transaction on the
portion of Awards outstanding immediately prior to the effective time of the Transaction, which may include any one or more of the following,
whether in a manner equitable or not among individual Participants or groups of Participants: (i) all or a portion of the outstanding
Awards shall become exercisable in full prior to the date of consummation of the Transaction, or on another date and/or dates or at an
event and/or events as the Administrator shall determine at its sole and absolute discretion, provided that unless otherwise determined
by the Administrator, the exercise and/or vesting of all Awards that otherwise would not have been exercisable and/or vested in the absence
of a Transaction, shall be contingent upon the actual consummation of the Transaction; and/or (ii) that all or a portion or certain categories
of the outstanding Awards shall be cancelled upon the actual consummation of the Transaction, and instead the holders thereof will receive
Consideration, or no consideration, in the amount and under the terms determined by the Administrator at it sole and absolute discretion;
and/or (iii) with respect to Awards of Options, make a payment, in such form as may be determined by the Administrator in respect of each
vested Share underlying the Award equal to the excess, if any, of (A) the per share amount payable to holders of Shares in connection
with the Transaction, over (B) the per share exercise price payable by such holder in connection with such exercise. For clarity,
this payment may be zero if the value of the payment to holders of Shares in the Transaction is equal to or less than the exercise price
of the Award. In addition, any escrow, holdback, earnout or similar provisions in the definitive agreement for the Transaction may apply
to such payment to the same extent and in the same manner as such provisions apply to holders of Shares of the Company and/or provide
for the cancellation of each outstanding Award at the closing of such Transaction and payment (by cash and/or securities and/or by virtue
of difference between the per share Transaction consideration and the exercise price of the Award), to the Participant for any vested
Award, as determined by the Administrator, all subject to such terms and conditions as determined by the Administrator; and / or (iv)
that an adjustment or interpretation of the terms of the Awards shall be made in order to facilitate the Transaction and/or otherwise
as required in context of the Transaction. Any escrow, holdback, indemnification, earn-out or similar provisions in the Transaction may
apply to any assumed Award or payments in respect of Award to the same extent and in the same manner as such provisions apply to holders
of Shares in the Company.


 


(b)
Notwithstanding the above, in the event of a Transaction in which all or substantially all of the Shares of the Company are to
be exchanged for securities of another company, each Participant shall be obliged to sell or exchange, as the case may be, any Shares
issued to the Participant under the Plan, in accordance with the instructions issued by the Administrator, whose determination shall be
final. Unless determined otherwise by the Administrator, any Awards not assumed or exchanged for awards and / or shares and / or other
securities and / or rights or not cashed-out, shall expire immediately prior to the consummation of the Transaction.


 


(c)
Notwithstanding the foregoing, in the event of a Transaction, the Administrator may determine, in its sole discretion, that upon
or prior to the closing of such Transaction, the terms of the Plan shall be amended and/or modified and/or the terms of any Award be otherwise
amended, modified or terminated, as the Administrator shall deem to be appropriate, including but not limited to, that the Award shall
confer the right to purchase or receive any other security or asset, or any combination thereof, or that its terms be otherwise amended,
modified or terminated, as the Administrator shall deem to be appropriate.


 


(d)
For the sake of clarity, all Awards shall be subject to any applicable bring along/drag along provisions, whether contained in
the Corporate Charter or other applicable Company corporate documents, and accordingly, the Participants shall be required to sell and/or
exchange their Awards and/or Shares (as applicable) upon a Transaction without any requirement of the Participant’s consent.


 


(e)
Neither the authorities and powers of the Administrator under this section nor the exercise or implementation thereof, shall (i)
be restricted or limited in any way by any adverse consequences (tax or otherwise) that may result to any holder of an Award, or (ii)
be deemed to constitute a change or an amendment of the rights of such holder under this Plan, nor shall any such adverse consequences
(as well as any adverse tax consequences that may result from any tax ruling or other approval or determination of any relevant tax authority)
be deemed to constitute a change or an amendment of the rights of such holder under this Plan.


 






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(f)
For avoidance of doubt, it is hereby clarified that any tax consequences arising from the above described, shall be borne solely
by the Participant.


 


(g)
Notwithstanding the above said, the Administrator may, in its sole discretion, decide other terms regarding the treatment of the
outstanding Awards, in case of Transaction and/or in case of an IPO.


 


11.3
Liquidation. In the event of Liquidation, the Administrator shall have sole and absolute discretion to determine the effect
of the Liquidation on the outstanding unexercised, unvested or restricted portion of Awards, which may include the acceleration or cancelation
of all or a portion of the unexercised, unvested or restricted portion of the outstanding Awards.


 


11.4
Cancelation of Awards. In the event that the Administrator determines in its discretion that, in the context of a Transaction
or Liquidation, certain Awards have no monetary value and thus do not entitle the holders of such Awards to any consideration under the
terms of the Transaction or Liquidation, the Administrator may determine that such Awards shall terminate effective as of the effective
date of the Transaction, or upon determination of the Administrator in the event of Liquidation. Without limiting the generality of the
foregoing, the Administrator may provide for the termination of any Award, effective as of the effective date of the Transaction or Liquidation,
that has an exercise price that is greater than the per share Fair Market Value at the time of such Transaction or Liquidation, without
any consideration to the holder thereof.


 


11.5
Administrator’s Authority. The Administrator’s authority to make determinations, adjustments and clarifications
in connection with the treatment of Awards shall be interpreted as widely as possible, to allow the Administrator maximal power and flexibility
to interpret and implement the provisions of the Plan in the event of a recapitalization, Transaction or Liquidation, provided that the
Administrator shall determine in its discretion that a Participant’s vested rights are not thereby adversely affected without the
Participant’s express written consent. Without derogating from the generality of the foregoing, the Administrator shall have the
authority, at its sole discretion, to change the vesting schedule of Awards, accelerate Awards, and determine that the treatment of Awards,
whether vested or unvested, in a Transaction or Liquidation may differ among individual Participants or groups of Participants, provided
that the overall economic impact of the different approaches determined by the Administrator shall be substantively equivalent as of the
date of the closing of the Transaction or the effective date of Liquidation.


 


12.
Non-Transferability of Awards and Shares.


 


12.1
No Option or Restricted Share Unit may be Transferred, other than by will or by the laws of descent and distribution or unless
otherwise required under applicable law; and during the Participant’s lifetime, an Option may be exercised only by such Participant.


 


12.2
The Transfer of Shares to be issued upon the exercise of Options or vesting of Restricted Share Units shall be limited as set
forth in the Plan and as may be described in the Award Agreement.


 


12.3
Restricted Shares may not be Transferred, other than by will or laws of descent and distribution, prior to the date on which
the date on which any applicable restriction, performance or deferred period lapses. Shares (including Restricted Shares) for which full
payment has not been made, if applicable, may not Transferred, other than by will or laws of descent and distribution.


 


12.4
For avoidance of doubt, the foregoing shall not be deemed to restrict the Transfer of a Participant’s rights in respect
of Awards or Shares (including Shares purchasable pursuant to the exercise of an Option or the vesting of a Restricted Share Unit), upon
the death of such Participant to such Participant’s estate or other successors by operation of law or will, whose rights therein
shall be governed by Section 10.1(d) hereof, and as may otherwise be determined by the Administrator, or as otherwise required under applicable
law.


 






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13.
Term and Amendment of the Plan.


 


13.1
The Plan shall expire on the date which is ten (10) years from the date of its adoption by the Board of Directors. To avoid
doubt, the expiration of the Plan will not affect the validity of Awards granted prior to such expiration date.


 


13.2
Notwithstanding any other provision of the Plan, the Administrator may at any time, and from time to time, amend, in whole or in
part, any or all of the provisions of the Plan (including any amendment deemed necessary to ensure that the Company may comply with any
regulatory requirement), or suspend or terminate it entirely, retroactively or otherwise, or amend the terms of any Award theretofore
granted, prospectively or retroactively; provided, however, that, except (a) to correct obvious drafting errors or as otherwise required
by law or (b) as specifically provided herein, no such amendment, suspension, or termination of the Plan, or amendment of any Award, or
other action by the Administrator, shall reduce the rights of any Participant with respect to vested Awards, without the Participant’s
consent.


 


13.3
For the avoidance of doubt, as long as the Company’s securities are traded on a stock exchange, the provisions of this
Plan shall be subject to the directives, rules and regulations of the applicable stock exchange. In the event that any of the provisions
of this Plan do not comply with such directives, rules and regulations, the Administrator shall be entitled to automatically amend the
provisions of this Plan in order to comply with the directives, rules and regulations of the applicable stock exchange.


 


14.
Term of Option.


 


Unless otherwise explicitly
provided in an Award Agreement, if any Option, or any part thereof, has not been exercised and the Shares covered thereby not paid for
within ten (10) years after the date on which the Option was granted, as set forth in the Award Agreement (or any other period set forth
in the instrument granting such Option pursuant to Section 6), such Option, or such part thereof, and the right to acquire such Shares
shall terminate, all interests and rights of the Participant in and to the same shall expire, and, in the event that in connection therewith
any Shares are held in trust as aforesaid, such trust shall expire.


 


15.
Continuance of Engagement.


 


Neither the Plan nor any
grant of Shares or Awards to a Participant shall impose any obligation on the Company or any related company thereof, to continue the
employment or engagement of any Participant as a Service Provider, and nothing in the Plan or in any Award granted pursuant thereto shall
confer upon any Participant any right to continue to serve as a Service Provider of the Company or a related company thereof or restrict
the right of the Company or a related company thereof to terminate such employment or engagement at any time.


 


16.
Application of Funds.


 


The proceeds received by
the Company from the sale of Shares pursuant to Awards granted under the Plan will be used for general corporate purposes of the Company
or any related company thereof.


 






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17.
Taxes.


 


17.1 Any tax consequences
arising from the grant, or vesting or exercise of any Award, from the payment for Shares or the acquisition of Shares issued upon the
exercise or vesting (as applicable) of the Awards, from the sale or disposition of any Shares covered by an Award, or from any other
event or act (of the Company, and/or its affiliates, or the Participant), hereunder (including without any limitation any taxes and compulsory
payments, such as social security payments), shall be borne solely by the Participant. The Company and/or its affiliates shall withhold
taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source.
Furthermore, the Participant shall agree to indemnify the Company and/or its affiliates 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 Participant. The Company or any of its affiliates may make such
provisions and take such steps as it may deem necessary or appropriate for the withholding of all taxes required by law to be withheld
with respect to Awards granted under the Plan and the exercise, sale, transfer or other disposition thereof, including, but not limited,
to (i) deducting the amount so required to be withheld from any other amount (or Shares issuable) then or thereafter to be provided to
the Participant, including by deducting any such amount from a Participant’s salary or other amounts payable to the Participant,
to the maximum extent permitted under law and/or (ii) requiring the Participant to pay to the Company or any of its affiliates the amount
so required to be withheld as a condition of the issuance, delivery, distribution or release of any Shares and/or (iii) withholding otherwise
deliverable Shares having a Fair Market Value equal to the minimum amount statutorily required to be withheld; and/or (iv) causing the
exercise and sale of any Awards or Shares held by on behalf of the Participant or selling a sufficient number of such Shares otherwise
deliverable to the Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)
equal to the amount required to be withheld either through a voluntary sale or through a mandatory sale arranged by the Company (on the
Participant’s behalf pursuant to the Participant’s authorization as expressed by acceptance of the Award under the terms
herein), to the extent permitted by applicable law. In addition, the Participant will be required to pay any amount (including penalties)
that exceeds the tax to be withheld and transferred to the tax authorities, pursuant to applicable tax laws, regulations and rules.


 


17.2
THE PARTICIPANT IS STRONGLY ADVISED TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING, EXERCISING
OR DISPOSING ANY AWARD IN LIGHT OF HIS OR HER PARTICULAR CIRCUMSTANCES. THE COMPANY DOES NOT ASSUME ANY RESPONSIBILITY TO ADVISE THE PARTICIPANT
ON SUCH MATTERS, WHICH SHALL REMAIN THE SOLE RESPONSIBILITY OF THE PARTICIPANT. FURTHERMORE, THE DESCRIPTION OF TAX CONSEQUENCES SET FORTH
IN THE PLAN OR ANY APPENDIX HERETO DOES NOT PURPORT TO BE COMPLETE, UP TO DATE OR TO TAKE INTO ACCOUNT ANY SPECIAL CIRCUMSTANCES RELATING
TO A PARTICIPANT.


 


18.
Market Stand-Off.


 


If so requested by the Company
or any representative of the underwriters (the “Managing Underwriter”) in connection with any registration of the offering
of any securities of the Company under the securities laws of any jurisdiction, the Participant shall not sell or otherwise Transfer any
Shares or other securities of the Company during a 180-day period or such other period as may be requested in writing by the Managing
Underwriter and agreed to in writing by the Company (the “Market Standoff Period”) following the effective date of
registration statement of the Company filed under such securities laws. The Company may require the Participant to execute a form of undertaking
to this effect or impose stop transfer instructions with respect to securities subject to the foregoing restrictions until the end of
such Market Standoff Period.


 


19.
Conditions Upon Issuance of Shares. 


 


19.1
Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option
or with respect to any other Award unless the exercise of such Option or grant of such Award and the issuance and delivery of such Shares
shall comply with applicable laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.
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 to 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.


 






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19.2
Investment Representations. As a condition to the exercise of an Option or receipt of an Award, the Administrator may require
the person exercising such Option or receiving such Award to represent and warrant at the time of any such exercise or the time of receipt
of the Award that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares,
and make other representations as may be required under applicable securities laws if, in the opinion of counsel for the Company, such
representations are required, all in form and content specified by the Administrator.


 


19.3
Legend. The Administrator may require each person receiving Shares pursuant to an Award granted under the Plan to represent
to and agree with the Company in writing that the Participant is acquiring the Shares without a view to distribution thereof and such
other securities law related representations as the Administrator shall request. In addition to any legend required by the Plan, the certificates
for such Shares may include any legend which the Administrator deems appropriate to reflect any applicable restrictions on Transfer. All
certificates for Shares delivered under the Plan shall be subject to such share transfer orders and other restrictions as the Administrator
may deem advisable under the rules, regulations and other requirements of any relevant securities authority, any stock exchange upon which
the Shares are then listed or any national securities association system upon whose system the Shares are then quoted, any applicable
securities law, and any applicable corporate law, and the Administrator may cause a legend or legends to be put on any such certificates
to make appropriate reference to such restrictions.


 


19.4
Broker-Assisted Sales. In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a
Participant under or with respect to the Plan or Awards, including amounts to be paid under Section 17.1: (a) any Shares to be sold through
the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter as practicable; (b) such Shares
may be sold as part of a block trade with other Participants in the Plan in which all participants receive an average price; (c) the applicable
Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant agrees
to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the
Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the applicable
Participant as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for such sale at any
particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant’s applicable obligation,
the Participant may be required to pay immediately upon demand to the Company or its designee an amount in cash sufficient to satisfy
any remaining portion of the Participant’s obligation.


 


20.
Proxy. 


 


The Company, at its sole
discretion, may require that as a condition of grant of an Award, exercise of an Option or issuance of Shares, the Participant will be
required to grant an irrevocable proxy and power of attorney (“Proxy”) to the Company’s Chief Executive Officer
(ex officio) (the “CEO”) unless the CEO is classified as a “Controlling Shareholder” (as such term is defined
in Section 32(9) of the Israeli Income Tax Ordinance (New Version) 1961 and based on Israel Tax Authority guidelines or otherwise) after
taking into account the Shares covered by Proxies under the Plan, and under such circumstances, the Administrator shall designate a person
to vote the Shares for the benefit of the Participant. Unless otherwise determined by the Administrator (and in accordance with such determination
provided in the Proxy attached to a specific Award Agreement), the Shares shall be voted under the Proxy by the Proxy holder pro-rata
to the vote of the other shareholders of the Company that are entitled to participate in the vote (such pro-rata vote shall take into
account only shareholders participating in the vote, in person, written ballot or proxy, whether voting for, against or abstaining from
voting on the issue brought before them) at all general meetings of Company, and the Proxy holder shall be appointed to sign all written
resolutions, waivers, consents etc. of the shareholders of the Company on behalf of the Participant, including the right to waive on behalf
of the Participant all minimum notice requirements for meetings of shareholders of the Company, and to otherwise exercise every right,
power and authority with respect to the Shares as shall be detailed in the Proxy. Such Proxy shall remain in effect until the consummation
of an IPO or a Transaction and shall be irrevocable as the rights of third parties, including investors in the Company, depend upon such
Proxy. The Proxy shall be personal to the Participant and shall not survive the Transfer of the Participant’s Shares to a third-party
transferee; provided, however, that upon a Transfer of the Participant’s Shares to such a transferee (subject to the terms and conditions
of the Plan concerning any such Transfer), the transferee may be required to grant an irrevocable Proxy to such appropriate person as
the Company, in giving its approval to the Transfer, so requires. The Proxy may be included in the Award Agreement of each Participant
or otherwise as the Administrator determines. If contained in the Award Agreement, no further document shall be required to implement
such Proxy, and the signature of the Participant on the Award Agreement shall indicate approval of the Proxy thereby granted. The holder
of the Proxy shall be indemnified and held harmless by the Company 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 the Proxy unless arising out of his/her own fraud, bad faith or gross negligence,
to the extent permitted by applicable law. Such indemnification shall be in addition to any rights of indemnification the holder of the
Proxy may have as a director, officer or otherwise under the Corporate Charter or any agreement, any vote of shareholders or directors,
insurance policy or otherwise.


 






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 21. Additional Restrictions on Transfer of Shares.




 


Until such time as the Shares
are registered for trade to the public, a Participant shall not be permitted to Transfer any Shares in any way (other than by will or
by the laws of descent or distribution) to one or more third parties and shall not be subject to sale under execution, attachment, levy
or similar process, except as determined by the Administrator in accordance with the relevant provisions of the Corporate Charter, as
in effect from time to time, and/or the Award Agreement and/or in accordance with applicable law. The Administrator may determine that
any sale shall be implemented solely through a Company-supported secondary sale program, on such terms and conditions as shall be
set forth in the context of such program, at such time that the Administrator determines that creation of such a program is in the best
interests of the Company and its shareholders. In addition, any Transfer of Shares shall subject to any special forfeiture conditions,
rights of repurchase, rights of first refusal and other transfer restrictions as the Administrator may determine, which shall be set forth
in the relevant provisions of the Corporate Charter, as in effect from time to time.


 


22.
Miscellaneous.


 


Whenever applicable in the
Plan, the singular and the plural, and the masculine, feminine and neuter shall be freely interchangeable, as the context requires. The
Section headings or titles shall not in any way control the construction of the language herein, such headings or titles having been inserted
solely for the purpose of simplified reference. Words such as “herein”, “hereof”, “hereto”, “hereinafter”,
“hereby”, and “hereinabove” when used in the Plan refer to the Plan as a whole, including any applicable Appendices,
unless otherwise required by context.


 


*  *  *


 


 


 


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