EXHIBIT
4.1


 


Pointer
Telocation Ltd. 


 


Global
Share Incentive Plan (2013)


 


 1. Name And Purpose.




 


1.1 This
plan, which has been adopted by the Board of Directors of the Company, Pointer Telocation Ltd. shall be known as the Pointer Telocation
Ltd. Global Share Incentive Plan (2013), 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 Restricted Shares and other equity-based Awards.


 


“Award”
shall mean a grant of Options under the Plan or allotment of Shares (including Restricted Shares) or other equity-based award
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” shall mean the board of directors of the Company.


 


“Cash
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 (and if holders were
offered a choice of consideration, the type of consideration determined by the Administrator, at its sole discretion); provided,
however, that if the consideration received in the Transaction is not solely common Shares or ordinary Shares (or the equivalent),
the Administrator may provide for the per share consideration to be received for an outstanding Award to be solely common Shares
or ordinary Shares (or the equivalent) of the successor corporation or its direct or indirect parent equal in fair market value
to the per share consideration received by holders of Shares in the Transaction, all as determined by the Administrator.


 






     

     


    

 


“Cause”
shall have the meaning ascribed to such term or a similar term as set forth in the Participant’s employment agreement or
the agreement governing the provision of services by a non-employee Service Provider, or, in the absence of such a definition:
(a) conviction of a crime of moral turpitude; (b) any material breach by a Participant of his/her fiduciary duties towards the
Company, including theft, embezzlement, or self-dealing, (c) engagement in competing activities, any disclosure of confidential
information of the Company 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; (e) repeated and unreasonable refusal to carry out
a reasonable directive of the Company or of the Participant's supervisor which involves the business of the Company or its affiliates
and was capable of being lawfully performed; or (f) if the Participant 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 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.


 


“Company”
shall mean Pointer Telocation Ltd., an Israeli Company, and its successors and assigns.


 


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


 


“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 of the Company and 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 date of grant or equal to the average closing price within a specific time frame prior to the date of grant as determined by the Administrator, as reported in The Wall Street Journal, http://www.nasdaq.com/symbol/pntr, YAHOO Finance, or such other source as the Board of Directors 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.




 






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


 


“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.


 


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


 


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


 


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


 


“Transaction”
shall mean each of the following events: (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
owning fifty percent (50%) or more of the outstanding voting power of the Company’s securities by virtue of the transaction,
(ii) an acquisition of all or substantially all of the shares of the Company, or (iii) the sale of all or substantially all of
the assets of the Company.


 


 3. Administration of the Plan.




 


3.1 The
Plan will be administered by the Administrator. If the Administrator is a Committee, 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, 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 shall 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.


 






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3.3 Subject
to the general terms and conditions of the Plan, 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 or Shares
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, (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 the Committee, to the extent permitted by the
Companies' Law, its Corporate Charter or other applicable law.


 


3.4 In
the event that the Board of Directors appoints a Committee, the Committee shall not be entitled to grant Options to the Participants
(unless permitted to do so by the Companies Law). However, in the event that the Committee is authorized to do so by the Board
of Directors, it may issue Shares underlying Options which have been granted by the Board of Directors and duly exercised pursuant
to the provisions hereof, in accordance with Section 112(a)(5) of the Companies Law.


 


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 Company’s
Corporate Charter, any agreement, any vote of shareholders or disinterested directors, insurance policy or otherwise.


 


3.6 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 of Directors 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.


 


3.7 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 12.2 below.


 






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3.8 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.


 


3.9
It is expressly intended that the Plan shall be administered in accordance with, and subject to the Company’s Executive
Compensation Policy for executive officers and directors, as shall be in effect from time to time. The Committee shall ensure
that actions taken under the Plan, including without limitation, the grant of awards and administration and interpretation of
the Plan, shall be made in accordance with such Executive Compensation Policy, as in effect from time to time


 


 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 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
under the Companies' Law.


 


4.2Subject
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
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
Board of Directors in its discretion may award to Participants 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 Board of Directors at the
time such award is made, or in the absence of such specification, the date of approval of the award by the Board of Directors.


 


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


 






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 7. Restricted Shares and Other Equity-Based Awards.




 


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 Participants 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), the vesting schedule (if any) and rights to acceleration
thereof, and all other terms and conditions of the Awards. The Administrator may condition the grant or vesting of Restricted
Shares upon the attainment of specified performance targets or such other factors as the Administrator may determine, in its sole
discretion. 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) (the “Restriction Period”)
commencing with the date of such Award, as set forth in the applicable Award Agreement.


 


7.2 Terms.
A Participant selected to receive Restricted Shares 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. The purchase price of Restricted Shares shall be determined by the Administrator,
but shall not be less than as permitted under applicable law. Awards of Restricted Shares must be accepted within a period of
21 days (or such shorter period as the Administrator may specify at grant) after the grant date, by executing an Award Agreement
and by paying whatever price (if any) the Administrator has designated thereunder.


 


7.3 Legend.
 Each Participant receiving Restricted Shares shall be issued a shares 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):


 


“The
anticipation, alienation, attachment, sale, transfer, assignment, pledge, encumbrance or charge of the shares represented hereby
are subject to the terms and conditions (including forfeiture) of the Pointer Telocation Ltd. Global Incentive Plan (2013), and
an Award Agreement entered into between the registered owner and the Company dated ____________. Copies of such Plan and Award
Agreement are on file at Pointer Telocation Ltd.”


 


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 provided in this Section and Sections 7.3 and 7.4 above and 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. Notwithstanding the foregoing,
the payment of dividends shall be deferred until, and conditioned upon, the expiration of the applicable Restriction Period, unless
the Administrator, in its sole discretion, determines otherwise.


 






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7.6 Lapse
of Restrictions. If and when the Restriction Period expires without a prior forfeiture of the Restricted Shares subject to
such Restriction Period, the certificates for such shares shall be delivered to the Participant. All legends shall be removed
from said certificates at the time of delivery to the Participant except as otherwise required by applicable law. Notwithstanding
the foregoing, actual certificates shall not be issued to the extent that book entry recordkeeping is used.


 


7.7
Other Equity-Based Awards. Other equity-based awards (including, without limitation, restricted shares units and performance
share awards) may be granted either alone or in addition to or other Awards granted under the Plan to all eligible Participants
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.


 


 8. Exercise of Options.




 


8.1 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.


 


8.2 The
exercise price for each share to be issued upon exercise of an Option shall be such price as is determined by the Board of Directors
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 or 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.


 


8.3 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 Board of Directors from time
to time or in the form provided by trustee under the Plan, 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.


 


8.4 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 acceptable to the Company as determined by the Administrator, and
shall be accompanied by a notice stating the number of Shares being paid for thereby.


 


8.5 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. No adjustment will be made for a dividend or other right the record date for
which is prior to the date the Shares are issued, except as provided in Section 10 of the Plan.


 






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8.6 To
the extent permitted by law, if the Share is traded on an established securities exchange or otherwise publicly traded or quoted,
payment for the Shares underlying an Option may be made all or in part by the delivery (on a form prescribed by the Company) of
an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales
proceeds to the Company in payment of the exercise price (or the relevant portion thereof, as applicable) and any withholding
taxes, or on such other terms and conditions as may be acceptable to the Administrator. No Shares shall be issued until payment
has been made or provided for, as provided herein.


 


8.7 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 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 sale 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.  


 


8.8 Subject
to applicable legal and tax requirements, the Company reserves the right to treat all exercises performed by means of a “same
day sale”, i.e. where instructions are provided to exercise options and sell the underlying shares on the same date, as
a “cashless” exercise, whereby the actual number of shares issued and sold will correspond to the net gain to which
the Participant is entitled, after deduction of the applicable exercise price, taxes and fees.


 


 9. Termination of Relationship as Service Provider.




 


9.1 Effect
of Termination; Exercise after Termination. Unless otherwise determined by the Administrator, if a Participant ceases to be
a Service Provider, such Participant may exercise any 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, on the date of termination, any Options are unvested, such
unvested Options shall terminate, and the Shares covered by the unvested portion of the Option shall revert to the Plan. 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 (i) the vested Options shall remain exercisable until the earlier of: (a) a period
of six (6) months from the Date of Termination; or (b) expiration of the term of the Option as set forth in Section 13; and (ii)
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 as of the Date of Termination.   


 






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(b)
in the event that the Participant ceases to be a Service Provider for Cause, then (i) all Options will terminate immediately upon
the date of such termination for Cause, such that the unvested portion of the Options will not vest, and the vested portion of
the Options will no longer be exercisable; and (ii) 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 as of the Date of Termination.



 


(c)
in the event that the Participant ceases to be a Service Provider as a result of Participant’s Disability, then (i) 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 13; and (ii) 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
as of the Date of Termination.


 


(d)
 in the event that the Participant dies while a Service Provider: (i) 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 13; and (ii) 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 as of the Date of Termination.   


 


9.2
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.


 


9.3 Leave
of Absence. Unless the Administrator provides otherwise, vesting of Awards granted hereunder shall be suspended during any
unpaid leave of absence (except, for the avoidance of doubt, periods of legally protected leave of absence pursuant to applicable
law).


 


9.4 Change
of Status. A Service Provider shall not cease to be considered as such in the case 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 Service Provider 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.) provided that such change may affect the specific terms applying to the Service Provider’s Award.


 


 10. Adjustments.




 


Upon
the occurrence of any of the following described events, a Participant’s rights to purchase Shares under the Plan shall
be adjusted as hereinafter provided:


 


10.1 Changes
in Capitalization. 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 such 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, 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.” Such adjustment shall be made by the Board of Directors, 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 price of Shares subject to an Award.


 






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10.2
Transactions. In the event of a Transaction, the unexercised, unvested or restricted portion of each outstanding Award
shall be assumed, substituted with an equivalent Award or right to receive Cash Consideration by the acquiring or successor
corporation or an affiliate thereof, as shall be determined by such entity, subject to the terms hereof.  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 payment of Cash 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 unexercised, unvested or restricted 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 on a date no later than two (2) days 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 unexercised Awards shall be cancelled
upon the actual consummation of the Transaction, and instead the holders thereof will receive Cash Consideration, other
consideration, or no consideration, in the amount and under the terms determined by the Administrator at it sole and absolute
discretion; and/or (iii) that an adjustment or interpretation of the terms of the Awards shall be made in order to facilitate
the Transaction and/or otherwise in context of the Transaction.


 


10.3
 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.


 


10.4 Cancelation
of Awards. In the event that the Board of Directors determines in good faith 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 Board of Directors may determine that such Awards shall terminate effective as of the effective
date of the Transaction or upon determination of the Board of Directors in the event of Liquidation. Without limiting the generality
of the foregoing, the Board of Directors may provide for the termination of any Option, 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.


 






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10.5 Administrator’s
Authority. It is the intention that 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 good faith that a Participant’s 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 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.


 


10.6 Dividends.
In the event of distribution of cash dividend or in kind dividend to the Company’s shareholders (including by way of
court approved distribution pursuant to Section 303 of the Companies Law, or other applicable statute), the Board may determine
that the exercise price of the Options outstanding as of the record date of such distribution of a dividend in cash or in kind
(the “Record Date”), shall be adjusted, such that the exercise price of the Outstanding Options shall be decreased
by the gross dividend amount per Share (or its monetary value in the event of a dividend in kind). Except as expressly provided
herein, no distribution in of divided in cash or in kind shall affect, and no adjustment thereof shall be made, with respect to
the number of Shares subject to an Option.


 


For
the purpose of this Section 10.6, the term “Outstanding Options” shall mean Options granted prior to the Record
Date, which have not been exercised into Shares prior to or on the Record Date.


 


 11. Non-Transferability of Options and Shares.




 


11.1 No
Option 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.


 


11.2
Restricted Shares may not be assigned, transferred, pledged or mortgaged, 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 for which
full payment has not been made, may not be assigned, transferred, pledged or mortgaged, other than by will or laws of descent
and distribution.


 


11.3 For
avoidance of doubt, the foregoing shall not be deemed to restrict the transfer of a Participant’s rights in respect of Options
or Shares (including Restricted Shares) purchasable pursuant to the exercise thereof 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
9.1(d) hereof, and as may otherwise be determined by the Administrator.


 






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 12. Term and Amendment of the Plan.




 


12.1 The
Plan shall expire on the date which is seven (7) years from the date of its adoption by the Board of Directors (except as to Awards
outstanding on that date).


 


12.2
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; provided, however, that,
except (a) to correct obvious drafting errors or as otherwise required by law or (b) as specifically provided herein, the rights
of a Participant with respect to Awards granted prior to such amendment, suspension or termination, may not be reduced without
the consent of such Participant. The Administrator may amend the terms of any Award theretofore granted, prospectively or retroactively,
but except (a) to correct obvious drafting errors or as otherwise required by law or applicable accounting rules, or (b) as specifically
provided herein, no such amendment or other action by the Committee shall reduce the rights of any Participant with respect to
Awards without the Participant’s consent.


 


 13. 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 seven (7) 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.


 


 14. Continuance of Engagement. 




 


Neither
the Plan nor any offer of Shares or Options 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.


 


 15. Governing Law.




 


The
Plan and all instruments issued thereunder or in connection therewith, shall be governed by, and interpreted in accordance with,
the laws of the State of Israel.


 


 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 covered thereby, or
from any other event or act (of the Company, and/or its affiliates, or the Participant), hereunder, 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 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) by causing the exercise and sale of any Awards or Shares held by on behalf
of the Participant to cover such liability, up to the amount required to satisfy minimum statutory withholding requirements. In
addition, the Participant will be required to pay any amount due in excess of the tax withheld and transferred to the tax authorities,
pursuant to applicable tax laws, regulations and rules.


 


17.2 The
receipt of an Award and/or the acquisition of Shares issued upon the exercise of the Awards may result in tax consequences. 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.


 


17.3 THE
PARTICIPANT IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR EXERCISING ANY AWARD
IN LIGHT OF HIS OR HER PARTICULAR CIRCUMSTANCES.


 


 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 90-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.


 






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 19. Conditions Upon Issuance of Shares. 




 


19.1Legal
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.


 


19.2
Investment Representations. As a condition to the exercise of an Option or receipt of an Award, the Board of Directors 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 Board of Directors.


 


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 shares transfer orders and other restrictions
as the Administrator may deem advisable under the rules, regulations and other requirements of any relevant securities authority,
any shares 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.


 


 20. 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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