Exhibit
10.18


 


Pluristem
Therapeutics Inc.


 


RESTRICTED
STOCK UNITS AGREEMENT


 


Made
as of _______________


 


	BETWEEN: 	Pluristem Therapeutics
    Inc.


 


	 	A company incorporated
    in Nevada, USA 


 


	 	(hereinafter the
    “Company”) 


 


	AND: 	Name : 


 


	 	I.D. No.: 


 


	 	Address: 


 


	 	(hereinafter the
    “Participant”) 


 


WHEREAS,
on March 28, 2019, the Company duly adopted and the Compensation Committee approved the 2019 Equity Compensation Plan and on June 13,
2019, the Company’s stockholders approved the adoption of the 2019 Equity Compensation Plan, a copy of which has been made available
to the Optionee, forming an integral part hereof (the “Plan”); and –


 


WHEREAS,
pursuant to the Plan, the Company has decided to grant Restricted stock Units of the Company to the Optionee, as detailed within Exhibit
A, and the Optionee has agreed to such grant, subject to all the terms and conditions as set forth in the Plan and as provided herein;


 


NOW,
THEREFORE, it is agreed as follows:


 


	1. 	Preamble and
    Definitions


 


	 	1.1 	The preamble to
    this Agreement constitutes an integral part of this Agreement, as do the terms of the Plan.


 


	 	1.2 	Unless otherwise defined herein,
    capitalized terms used herein shall have the meaning ascribed to them in the Plan. 


 


	2. 	Grant of Restricted Stock Units


 


	 	2.1 	The
    Company hereby grants to the Participant the number of Restricted Stock Units as set forth in Exhibit A hereto, subject to the terms
    and the conditions as set forth in the Plan and as provided herein.

     

	 	2.2 	The Participant is aware that the Company intends in
    the future to issue additional shares and to grant additional options to various entities and individuals, as the Company in its
    sole discretion shall determine. 


 







	3. 	Restricted Period Per Section
    102


 


	 	The following provisions shall apply
    for the purpose of the tax benefits under Section 102 of the Israeli Income Tax Ordinance 1961 (the “Ordinance”): 


 


	 	(a) 	Restricted Period Per Section 102
    of the Ordinance (“Section 102”). In accordance with the requirements of Section 102(b)(2) as now in place and as
    may be amended in the future, the Restricted Stock Units shall be granted to the Participant and held in trust by the Trustee for
    the benefit of Participant for a period of no less than twenty four (24) months from the date of grant in which the Restricted Stock
    Units were granted and placed with a Trustee (during the Restricted Period Per Section 102 the Participant will not be allowed to
    order the Trustee to sell the Restricted Stock Units held by him/her on behalf of the Participant or transfer the Restricted Stock
    Units from Trustee’s hands). 


 


	 	 	In order to apply the tax benefits
    of Section 102, the Restricted Stock Units may not be sold or transferred (other than through a transfer by will or by operation
    of law), and no power of attorney or transfer deed shall be given in respect thereof (other than a power of attorney for the purpose
    of participation in general meetings of shareholders, when applicable). 


 


	 	(b) 	End of Restricted Period Per Section
    102. Upon the completion of the Restricted Period Per Section 102 as now in place and as may be amended in the future, Participant
    shall be entitled to receive from the Trustee the Restricted Stock Units, which have vested, subject to the provisions of the Plan
    concerning the continued employment of Participant at the Company or any Affiliate of the Company, and subject to any other provisions
    set forth herein or in the Plan, and Participant shall be entitled to sell the vested Restricted Stock Units subject to the other
    terms and conditions of this Restricted Stock Units Agreement and the Plan, including the provisions relating to the payment of tax
    set forth below. 


 






    


    


    

 







	4. 	Adjustments


 


	 	Notwithstanding
    anything to the contrary in Section 8.1 (g) of the Plan and in addition thereto, the vesting of the Restricted Stock Units shall
    accelerate in the following circumstances: (i) in case of the termination by the Company of the Recipient’s employment or consulting
    arrangement with the Company or any subsidiary, for reasons other than Justifiable Cause, 100% of any unvested Restricted Stock Units;
    (ii) in case of the termination by the Recipient of the Recipient’s employment or consulting arrangement by with Company or
    any subsidiary, 50% of any unvested Restricted Stock Units at the discretion of the Board of the Parent Company; and (iii) in the
    event of a Change of Control (as hereinafter defined) of the Company, and provided the Employee is still employed or providing services
    to the Company or a subsidiary, 100% of any unvested Restricted Stock Units, provided that such acceleration shall take place as
    of the date which is ten (10) days prior to the effective date of the Change of Control and the Committee shall notify the Participant
    that the unvested Restricted Stock Units are fully vested for a period of ten (10) days from the date of such notice.

     

    For
    purposes of this Agreement, “Change of Control” shall mean the occurrence of any of the following: (i) any one person,
    or more than one person acting as a group or in concert, acquires beneficial ownership of stock of the Company that, together with
    stock held by such person or group, constitutes more than thirty percent (30%) of the total voting power of the stock of the Company;
    (ii) any consolidation or merger of the Company into another corporation or entity where the stockholders of the Company, immediately
    prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly,
    securities representing in the aggregate more than fifty percent (50%) of the combined voting power of all the outstanding securities
    of the surviving corporation (or of its ultimate parent corporation, if any); (iii) the sale, lease or other transfer of all or substantially
    all of the Company’s assets to an independent, unaffiliated third party in a single transaction or a series of related transactions;
    or (iv) the date that fifty percent (50%) or more  of the members of the Company’s Board of Directors is replaced during
    any twelve (12) month period by directors whose appointment or election is not endorsed by fifty percent (50%) or more of the members
    of the Company’s Board of Directors prior to the date of the appointment or election.



 







	5. 	Vesting; Period


 


	 	Subject
    to the provisions of the Plan, Restricted Stock Units shall vest according to the Vesting Dates set forth in Exhibit A hereto, provided
    that the Participant is an Employee of or providing services to the Company and/or its Affiliates on the applicable Vesting Date.
    Where there is a discrepancy between the terms of Exhibit A and the terms of the Plan, Exhibit A shall govern.

     

	6. 	Restrictions on Transfer
    of Restricted Stock Units


 


	 	6.1	The transfer of
    Restricted Stock Units shall be subject to the limitations set forth in the Plan and in the Company’s Articles of Association
    and any shareholders’ agreement to which the holders of ordinary shares of the Company are bound. 


 


	 	6.2	With respect to any Approved 102
    Awards, subject to the provisions of Section 102 and any rules or regulation or orders or procedures promulgated thereunder, a Participant
    shall not sell or release from trust any Restricted Stock Units, until the lapse of the Holding Period required under Section 102
    of the Ordinance. Notwithstanding the above, if any such sale or release occurs during the Holding Period, the sanctions under Section
    102 of the Ordinance and under any rules or regulation or orders or procedures promulgated thereunder shall apply to and shall be
    borne by such Participant. 


 


	 	6.3	With respect to Unapproved 102 Awards,
    if the Participant ceases to be employed by the Company or any Affiliate, the Participant shall extend to the Company and/or its
    Affiliate a security or guarantee for the payment of tax due at the time of sale of Shares, all in accordance with the provisions
    of Section 102 and the rules, regulation or orders promulgated thereunder. 


 


	 	6.4	The Participant shall not dispose
    of any Shares in transactions which violate, in the opinion of the Company, any applicable laws, rules and regulations. 


 


	 	6.5	The Participant agrees that the
    Company shall have the authority to endorse upon the certificate or certificates representing the Shares such legends referring to
    the foregoing restrictions, and any other applicable restrictions as it may deem appropriate (which do not violate the Participant’s
    rights according to this Restricted Stock Units Agreement). 


 






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	7. 	Taxes; Indemnification


 


	 	7.1	Any tax consequences arising from
    this grant, from the payment for Restricted Stock Units or from any other event or act (of the Company and/or its Affiliates, the
    Trustee or the Participant), hereunder, shall be borne solely by the Participant. The Company and/or its Affiliates and/or the Trustee
    shall withhold taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes
    at source. Furthermore, the Participant hereby agrees to indemnify the Company and/or its Affiliates and/or the Trustee and hold
    them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation,
    liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Participant. 


 


	 	7.2	The
    Participant will not be entitled to receive from the Company and/or the Trustee any Restricted Stock Units prior to the full payments
    of the Participant’s tax liabilities arising from Restricted Stock Units which were granted to him/her. For the avoidance of
    doubt, neither the Company nor the Trustee shall be required to release any share certificate to the Participant until all payments
    required to be made by the Participant have been fully satisfied.

     

	 	7.3	The receipt of the Restricted Stock Units may result
    in tax consequences. THE PARTICIPANT IS ADVISED TO CONSULT A TAX ADVISER WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING THIS AWARD
    OR DISPOSING OF THE SHARES. 


 


	 	7.4	With respect to Approved 102 Restricted
    Stock Units, the Participant hereby acknowledges that he/she is familiar with the provisions of Section 102 and the regulations and
    rules promulgated thereunder, including without limitations the type of the Award granted hereunder and the tax implications applicable
    to such grant. The Participant accepts the provisions of the trust agreement signed between the Company and the Trustee, attached
    as Exhibit C hereto, and agrees to be bound by its terms. 


 










	8. 	Participant’s Representations


 


	 	8.1 	The Participant hereby agrees that
    the terms of section 102 of the Ordinance  shall apply regarding to the Restricted Stock Units granted. 


 


	 	8.2 	The Participant is obliged not to
    sell or remove from the Trustee the Restricted Stock Units granted to him/her prior to the end of restricted period as defined by
    Section 102. 


 


	 	8.3 	The Participant is aware of the
    directives set forth in Section 102, and of the tax route that was chosen under Section 102 and its implications. 


 


	 	8.4 	The Participant hereby accepts the
    terms of the Trust Agreement signed between the Company and the Trustee.


 


	 	8.5 	Notwithstanding anything to the
    contrary, in case that a Participant is entitled to receive dividend in cash, the proceeds of such dividend may be wired to the Participant,
    after deduction of all applicable taxes. 


 


	 	8.6 	Prior to the issuance of the Restricted
    Stock Units by the Company to the Participant, the Participant hereby agrees to sign any and all documents required by any applicable
    law and/or by the Company’s Articles of Association or bylaws. 


 


	9. 	Miscellaneous


 


	 	9.1 	Confidentiality. The Participant
    shall regard the information in this Restricted Stock Units Agreement and its exhibits attached hereto as confidential information
    and the Participant shall not reveal its contents to anyone except when required by law or for the purpose of obtaining legal or
    tax advice. 


 


	 	9.2 	Continuation of Employment or
    Service. Neither the Plan nor this Restricted Stock Units Agreement shall impose any obligation on the Company or an Affiliate
    to continue the Participant’s employment or service and nothing in the Plan or in this Restricted Stock Units Agreement shall
    confer upon the Participant any right to continue in the employ or service of the Company and/or an Affiliate or restrict the right
    of the Company or an Affiliate to terminate such employment or service at any time. 


 


	 	9.4 	Entire Agreement. Subject
    to the provisions of the Plan, to which this Restricted Stock Units Agreement is subject, this Restricted Stock Units Agreement,
    together with the exhibits hereto, constitute the entire agreement between the Participant and the Company with respect to Restricted
    Stock Units granted hereunder, and supersedes all prior agreements, understandings and arrangements, oral or written, between the
    Participant and the Company with respect to the subject matter hereof. 


 






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	 	9.5 	Failure to Enforce – Not
    a Waiver. The failure of any party to enforce at any time any provisions of this Restricted Stock Units Agreement or the Plan
    shall in no way be construed to be a waiver of such provision or of any other provision hereof. 


 


	 	9.6 	Provisions of the Plan. The
    Restricted Stock Units provided for herein are granted pursuant to the Plan and said Restricted Stock Units and this Restricted Stock
    Units Agreement are in all respects governed by the Plan and subject to all of the terms and provisions of the Plan. 


 


	 	Any interpretation of this Restricted
    Stock Units Agreement will be made in accordance with the Plan but in the event there is any contradiction between the provisions
    of this Restricted Stock Units Agreement and the Plan, the provisions of the Restricted Stock Units Agreement will prevail. 


 


	 	9.7 	Binding Effect. The Plan
    and this Restricted Stock Units Agreement shall be binding upon the heirs, executors, administrators and successors of the parties
    hereof. 


 


	 	9.8 	Notices. All notices or other
    communications given or made hereunder shall be in writing and shall be delivered or mailed by registered mail or delivered by email
    or facsimile with written confirmation of receipt to the Participant and/or to the Company at the addresses shown on the letterhead
    above, or at such other place as the Company may designate by written notice to the Participant. The Participant is responsible for
    notifying the Company in writing of any change in the Participant’s address, and the Company shall be deemed to have complied
    with any obligation to provide the Participant with notice by sending such notice to the address indicated herein. 


 


	Pluristem Therapeutics Inc.:

                                                                      

                                                                     Name: ____________________

                                                                      

                                                                     Position: ____________________

                                                                      

                                                                     Signature:____________________
	 	 


 


I,
the undersigned, hereby acknowledge receipt of a copy of the Plan and accept the Restricted Stock Units subject to all of the terms and
provisions thereof. I have reviewed the Plan and this Restricted Stock Units Agreement in its entirety, have had an opportunity to obtain
the advice of counsel prior to executing this Restricted Stock Units Agreement, and fully understand all provisions of this Restricted
Stock Units Agreement. I agree to notify the Company upon any change in the residence address indicated herein.


 


		——————————————

                                                                     Date
	 	——————————————

                                                                     Participant’s Signature



 


Attachments:


 


Exhibit
A and Exhibit B: Terms of the Restricted Stock Units


 


Exhibit
C: 2019 Equity Compensation Plan


 


Exhibit
D: Trust Agreement


 




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EXHIBIT
A


 


TERMS
OF THE RESTRICTED STOCK UNITS AWARD 


 


	Name
    of the Participant: 	 
	Date
    of Grant: 	 
	Designation:
    	 
	1.
    Number of Restricted Stock Units granted: 	 
	2.
    Purchase Price: 	 
	3.
    Vesting Dates: 	 
	4.
    Restriction Period: