Online Disruptive Technologies, Inc. : Exhibit 10.2 - Filed by newsfilecorp.com





ONLINE DISRUPTIVE TECHNOLOGIES, INC. 

SHARE OPTION GRANT
(time vesting
where continued employment) 

You have been granted the following option (the
“Option”) to purchase Ordinary Shares par value US 0.001 each (the
“Shares”) of Online Disruptive Technologies, Inc. (the “Company”),
pursuant and subject to the terms and conditions of the Company’s 2013 Stock
Incentive Plan, a copy of which is attached hereto as Exhibit A (as
amended, the “Plan”), the Israel Appendix to the Plan, where applicable,
and the additional terms and conditions contained herein.

	Name of Grantee 	  
	(the “Grantee”): 	  
	  	  
	Date of Option Grant 	  
	(“Date of Grant”): 	     
	  	  
	Type of Option Award 	____ Incentive Stock Option (U.S.) 
	( check one): 	____ Nonqualified Stock Option (U.S.) 
	  	____ 102 Capital Gains Track Option Award (with
      Trustee) (Israel) 
	  	____ 102 Ordinary Income Track Option Award
      (with Trustee) (Israel) 
	  	____ 102 Non-Trustee Option Award (Israel)  
	  	____ 3(9) Option Award (Israel) 
	  	Other      

     
	  	  
	Exercise Price Per Share 	  
	(“Exercise Price”): 	(US$)      
	  	  
	Number of Shares subject to 	  
	Option (the “Options”): 	     
	  	  
	  	  
	Vesting Commencement Date: 	     
	  	  
	
    Vesting Schedule: 
	
      One-third of the Options vest at the end of each year of  advisory service. Unvested Options may not be exercised.  

  
	  	  
	Expiration Date: 	     
		(the date determined in accordance with and
      subject to Section 6 of this Notice and the provisions of the
      Plan) 






- 2 - 

Additional Terms and Conditions. 

Capitalized terms used but not defined herein shall have
the meaning assigned to them in the Plan. By your signature below and the
signature of the Company’s authorized representative below, you and the Company
agree that the Options are granted under and governed by the terms and
conditions of the Plan, a copy of which is attached hereto as Exhibit
A and made an integral part of this Notice. While certain terms
and conditions are included in this Notice, such terms and conditions shall not
in any way derogate from the applicability of all other terms and conditions set
forth in the Plan, and therefore, you are urged to review the entire Plan and
make yourself familiar with the terms and conditions of the Plan. The Grantee,
by its signature below, hereby confirms that he/she has had an adequate
opportunity to review the terms of the Option grant, including, the Plan, this
Notice, the Trust Agreement and any other documents ancillary thereto and, if
she/he so desires, to seek advice of legal counsel. 

To the extent a 102 Option Award is designated above, you
declare and acknowledge: (i) that you fully understand that Section 102 of the
Israeli Income Tax Ordinance and the rules and regulations enacted thereunder
apply to the Options specified in this Notice and to you, and (ii) that you
understand the provisions of Section 102, the tax track chosen and the
implications thereof. With respect to Options granted under Section 102, the
terms of such Options shall also be subject to the terms of the Trust Agreement
made between the Company and the Trustee for the benefit of the Grantee, as well
as the requirements of the Israeli Income Tax Commissioner. The grant of Options
is conditioned upon the Grantee signing all documents requested by the Company
or the Trustee, in accordance with and under the Trust Agreement. A copy
of the Trust Agreement is available for the Grantee’s review, during normal
working hours, at Company’s offices. 

Notwithstanding anything to the contrary, including the
indication under “Type of Option Award” above, the Company shall be under no
duty to ensure, and no representation or commitment is made, that the Option
qualifies or will qualify under any particular tax treatment (such as Section
102, ISO or any other treatment), nor shall the Company be required to take any
action for the qualification of any Option under such tax treatment. The Company
shall have no liability of any kind or nature in the event that, for any reason
whatsoever, an Option does not qualify for any particular tax treatment. 

In the event of any inconsistency or contradiction between any
of the terms of this Notice and the provisions of the Plan, the terms and
provisions of this Notice letter shall prevail. 

1.     No Disposition of
Options. The Options and the rights and privileges conferred hereby
shall not be sold, pledged or otherwise transferred (whether by operation of law
or otherwise), except under the laws of descent, and shall not be subject to
sale under execution, attachment, levy or similar process (each of the
foregoing, a “Transfer”).

2.     Restriction on Disposition of
Shares.

(a)    
Articles of Association/Bylaws. Shares issued upon exercise of
Options shall be subject to the Articles of Association and Bylaws of the
Company, any shareholders agreement applicable to all or substantially all of
the Company's holders of Shares (regardless of whether or not the Grantee is
party to such shareholders agreement) and any other governing documents of the
Company, including all policies, manuals and internal regulations adopted by the
Company from time to time, in each case, as may be amended from time to time,
including, without limitation, any provisions included therein concerning
restrictions or limitations on transferability of Shares (such as, but not
limited to, right of first refusal and lock up/market stand-off) or grant of any
rights with respect thereto and any provisions concerning a restrictions on the
use of inside information and other provisions deemed by the Company to be
appropriate in order to ensure compliance with applicable laws, statutes and
regulations. By exercising an Award the Grantee is deemed to have undertaken to
comply with all the foregoing provisions included in such Articles of
Association, governing documents, policies, manuals and internal regulations.





- 3 - 

(b)     Waiver. As a
material precondition to the Company’s grant and issuance of Options and Shares
under the Plan, the Grantee hereby irrevocably waives any right of first
refusal, preemptive, co-sale, participation rights or other similar rights with
respect to any Transfer of any shares in the Company by other shareholder or the
issuance of securities by the Company, if such right was so provided in any
agreement between the Company and its shareholders in general or in the Articles
of Association or any other governing document of the Company. The Grantee
acknowledges and agrees that the Company and its shareholders are entitled to
rely on this irrevocable waiver. 

(c)     Additional Shares or
Substituted Securities. In the event of the declaration of a
share dividend (bonus shares), a share split, a reverse share split, a
reorganization (which may include a combination or exchange of shares), a
consolidation, a spin-off or other corporate divestiture or division, a
recapitalization, a reclassification or other similar occurrence affecting the
Company’s outstanding securities without receipt of consideration (or in
consideration for the par value), any new, substituted or additional securities
or other property (other than as an ordinary cash dividend) distributed by
reason of such occurrence with respect to any Shares which are subject to this
Section 2, or into which such Shares thereby become convertible, shall
immediately be subject to this Section2. Appropriate adjustments to reflect the
distribution of such securities or other property shall be made to the number
and/or class of Shares subject to this Section 2. The terms and conditions
contained herein and in the Plan in respect of the Options and/or the Shares
shall apply to any new, substituted or additional securities or other property
resulting from the above adjustments.

3.     Exercise Procedures.
The Grantee or the Grantee’s representative may exercise Options by giving a
signed written notice to the Company, attention: Company Secretary. The notice
shall specify the election to exercise Options, the number of Shares for which
it is being exercised and the form of payment. In the event that Options are
being exercised by the representative of the Grantee, the notice shall be
accompanied by proof (satisfactory to the Company) of the representative’s right
to exercise such Options. The Grantee or the Grantee’s representative shall
deliver to the Company, at the time of giving the notice, payment in a form
permissible hereunder for the full amount of the Exercise Price. 

After receiving a proper notice of exercise, the Company shall
cause to be issued a certificate or certificates for the Shares as to which the
Options have been exercised, registered in the name of the person exercising
such Options. All certificates evidencing Shares acquired pursuant to the grant
of an Option under the Plan shall bear such legend as determined by the Company.
In the case of 102 Options Award (with Trustee) exercised during the Required
Holding Period, the Shares issued upon exercise shall be issued to and in the
name of the Trustee on behalf of Grantee, and shall be held by the Trustee in
trust on behalf of Grantee. In the case of 102 Option Award (with Trustee)
exercised after the Required Holding Period, the Shares issued upon the exercise
shall be issued either in the name of the Trustee or the Grantee, at the
election of Grantee; provided, however, that in the event the Grantee
elects to receive the Shares directly to his/her possession, the issuance
thereof shall be subject to the payment of any and all applicable taxes by the
Grantee. The Grantee shall have no rights as a shareholder with respect to any
Shares subject to Options until the Grantee receives such Shares following the
filing of a notice of exercise and paying the Exercise Price in accordance
herewith. 

In the event that the Company or, with respect to 102 Option
Awards (with Trustee), the Trustee, determines that it is required to withhold
any tax as a result of the exercise of Options, the Grantee, as a condition to
the exercise of Options, shall make arrangements satisfactory to the Company and
the Trustee, if applicable, to enable it to satisfy all withholding
requirements. The Grantee shall also make arrangements satisfactory to the
Company and the Trustee, if applicable, to enable it to satisfy any withholding
requirements that may arise in connection with the vesting or disposition of
Shares acquired pursuant to the grant of an Option under the Plan. Furthermore,
the Grantee shall indemnify the Company and the Trustee, if applicable, 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 withholding. 




- 4 - 

4.     Payment of Exercise
Price. The Exercise Price shall be paid in cash or in such other manner
as determined by the Company in accordance with the Plan. If Shares are publicly
traded, all or part of the Exercise Price and any withholding taxes may be paid
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 or the Trustee. 

5.     Irrevocable Proxy. As
a material precondition to the Company’s issuance of Options and Shares under
the Plan, the Grantee hereby executes an irrevocable proxy in the form attached
hereto as Exhibit B, appointing as the Grantee’s proxy, the
Chairman of the Board of the Company or any other person designated by the Board
or the Committee with power of delegation, until immediately after the listing
for trading on a stock exchange or market or trading system of the Company’s (or
the Successor Corporation’s) shares. So long as any such Shares are held by a
Trustee and, unless the Trustee shall be directed otherwise by the Board or the
Committee, then subject to the terms of the Trust Agreement, such Shares shall
be voted exclusively by the Trustee, or any other person designated by the Board
or the Committee. The Trustee, may, subject to the Trust Agreement, execute an
irrevocable proxy appointing any person designated by the Board or the Committee
as its proxy with power of delegation. Any transfer of Shares from the Trustee
to the Grantee shall be conditioned upon the execution by the Grantee of an
irrevocable proxy, in the form attached hereto as Exhibit B. The
provisions of this Section shall apply to the Grantee and to any purchaser,
assignee or transferee of any Shares. 

6.     Term and Expiration.
The Options shall expire on the earlier of the expiration date set forth in this
Notice and the date which is 5 years after the Date of Grant (five years after
the Date of Grant if this option is designated as an Incentive Stock Option in
this Notice and the Grantee is a Ten Percent Shareholder as defined in the
Plan). If the Grantee’s Service terminates for any reason, then this Option
shall expire in accordance with the provisions of the Plan. 

7.     Tax Consultation.

THE GRANTEE IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH
RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR EXERCISING OPTIONS HEREUNDER.
THE COMPANY DOES NOT ASSUME ANY RESPONSIBILITY TO ADVISE THE GRANTEE ON SUCH
MATTERS, WHICH SHALL REMAIN SOLELY THE RESPONSIBILITY OF THE GRANTEE. 

In case of Incentive Stock Options, adjustments made pursuant
to the Plan with respect to Incentive Stock Options could constitute a
“modification” of such Incentive Stock Options (as that term is defined in
Section 424(h) of the Code) or could cause adverse tax consequences for the
Grantee and the Grantee should consult with his or her tax advisor regarding
the consequences of such “modification” on his or her income tax
treatment with respect to the Incentive Stock Option. 

- Signature Pages Following - 




- 5 - 

IN WITNESS WHEREOF, the parties have duly executed and delivered
this NOTICE OF SHARE OPTION GRANT as of the date last written below. 

	Grantee: 	 	Online Disruptive
      Technologies, Inc. 
	  	 	  
	  	 	 
    
	  	 	  
	Name: 	 	 	Name: 	 
	ID no.: 	 	 	Title: 	 
	Date: 	 	 	Date: 	 






- 6 - 

EXHIBIT A 

THE PLAN




- 7 - 

EXHIBIT B 

ONLINE DISRUPTIVE TECHNOLOGIES, INC. 

(the “Company”) 

IRREVOCABLE PROXY 

I, the undersigned, hereby irrevocably appoints, until
immediately after the listing for trading on a stock exchange or market or
trading system of the Company’s (or the Successor Corporation’s) shares (as such
term is defined under the 2013 Share Incentive Plan of the Company (the
“Plan”)), the Chairman of the Board of the Company or any other director
of the Company designated by the Board of the Company, with full power of
substitution, as my proxy to: (i) cause any number of shares, of any class, of
the Company owned by me or by the Trustee (as defined in the Plan) on my behalf,
at any time and from time to time, and as may be adjusted (the “Shares”),
to be counted as present at any and all general, special or class meetings of
the Company’s shareholders; (ii) represent me and to vote in my name at any and
all general, special or class meetings of the shareholders of the Company,
however called, in respect of the Shares, (iii) sign and execute on my behalf
any written resolutions of the shareholders of the Company, or any class
thereof, in respect of the Shares, (iv) exercise or fail to exercise, in the
proxyholder’s sole and absolute discretion, any rights or obligations attached
to any and all Shares, and sign on my behalf any document or instrument relating
to such rights or obligations, including, without limitation, shareholders
agreements, documents concerning rights of bring along, tag along, first
refusal, preemptive rights, co-sale rights, information rights, registration
rights and any other rights, if any, whether included in the incorporation
documents of the Company or any other document or instrument as shall be from
time to time, provided however, that such exercise does not impose on the
undersigned any monetary liability; and (iv) receive all notices and
communications with respect to the above. 

As long as this proxy is in effect, any and all voting rights I
may have with respect to the Shares shall be exercised exclusively by this
proxy. The undersigned hereby revokes any proxy(ies) heretofore given in respect
of the Shares to any person(s) and agrees not to give any other proxies in
derogation or preventing the undersigned from complying with its obligations
hereof, until such time as this proxy is no longer in full force and effect.


The undersigned acknowledge and agree that this proxy shall be
irrevocable and is a special power of attorney coupled with an interest
sufficient in law to support an irrevocable power and shall survive the
bankruptcy, death, adjudication of incompetence or the like of undersigned. This
proxy shall survive the transfer of Shares, until duly replaced by a similar
power of attorney executed by the transferee. The Company is an intended third
party beneficiary of this proxy.

IN WITNESS WHEREOF, the undersigned has executed this
IRREVOCABLE PROXY as of the date written below. 


	Signature: 	 
	Printed Name: 	 
	ID number: 	 
	Date: