Exhibit 10.20


 


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, and the Compensation Committee, duly adopted and 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
                                            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:


 


		3.1	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).


 






     


     


    

 


		3.2	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 (o) of the Plan and in addition thereto, if in any such Transaction as described in Section 8.1 (o) of the Plan, the Successor
Company (or parent or subsidiary of the Successor Company) does not agree to assume or substitute for the Restricted Stock Units, the
Vesting Dates, unless reasonably determined otherwise by the Board, shall be accelerated so that any unvested Restricted Stock Units shall
be immediately vested in full as of the date which is ten (10) days prior to the effective date of the Transaction, 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, If the successor Company (or parent or subsidiary of the Successor Company) agrees to assume or substitute for the Restricted
Stock Units and Participant’s employment with the Successor Company is terminated by the Successor Company without “Cause”
within one year of the closing of such Transaction, the Vesting Dates shall be accelerated so that any unvested portion of the substituted
Restricted Stock Units shall be immediately vested in full as of the date of such termination without Cause.


 


		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 common shares of the Company
are bound.



 






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		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.



 


		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.



 






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		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 B 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 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 (as defined
in 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.



 


		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.



 






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		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: Trust Agreement


 


Exhibit C: 2019 Equity Incentive
Plan


 






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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	 
	 	 	 	 



 


 


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