Exhibit 10.19


 


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 Participant, 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 Participant, as detailed within Exhibit A, and the Participant 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 Ordinance:


 


		(a)	Restricted
Period Per 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 and any shares of common stock underlying each Restricted Stock Unit
held by him/her on behalf of the Participant or transfer the Restricted Stock Units and any shares of common stock underlying each Restricted
Stock Unit from Trustee’s hands).



 






     


     


    

 


In order to apply the tax benefits
of Section 102, the Restricted Stock Units and any shares of common stock underlying each Restricted Stock Unit 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 or one share of Common Stock for each Restricted Stock Unit, subject to the vesting schedule,
and 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, Any unvested equity compensation award issued to the Director shall accelerate
in the following circumstances: (1) if the Director is not re-nominated to serve on the Board or the Director is not re-elected by stockholders
at a special or annual meeting, this will result in the acceleration of 100% of any unvested award and (2) the voluntary resignation of
the Director will result in the acceleration of up to 50% of any unvested award subject to approval of the Board of Directors. In addition,
a Change in Control will result in the acceleration of 100% of any unvested award of our directors.


 


For purposes of this Agreement, “Change
in 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 Parent 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 Board 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 Company’s Board prior to the date of the appointment or election.


 






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		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 and any shares of common stock underlying each Restricted Stock Unit, 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).



 


		7.	Taxes; Indemnification



 


		7.1	Any tax consequences arising from this grant, from the payment
for Restricted Stock Units and any shares of common stock underlying each Restricted Stock Unit, 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.



 






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		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 and any shares
of common stock underlying each Restricted Stock Unit 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 Tax Ordinance (“Section 102”) 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 and any shares of common stock underlying each Restricted Stock Unit 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 track 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 and only after the elapse of the Restriction Period (sec I2ii
of the plan), 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 gaining legal or tax advice.



 






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		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.



 


		9.3	Method of Payment. Payment of the aggregate Purchase
Price shall be made, at the sole discretion of the Board, by any of the following (a) cash, (b) check (c) a combination thereof, at the
election of the Participant. The Payment shall be made in U.S. Dollars if permissible by law, the payment may also be made in New Israeli
Shekel (“NIS”) at the representative rate of exchange for the U.S. Dollar published by the Bank of Israel on the day of date
of grant.



 


		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.



 


		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.



 




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	Pluristem Therapeutics Inc.: 	 
	 	 
	per:
    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, 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: Terms of the Restricted
Stock Units


 


Exhibit B: 2019 Equity Incentive Plan



 


Exhibit C: 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:	 


 





	 	 	 	 	 
	 	Participant	 	Company