Exhibit 10.1 


 


 





FOAMIX Ltd.


 


THE 2009 ISRAELI SHARE OPTION PLAN


 


(*In compliance with Amendment No. 132
of the Israeli Tax Ordinance, 2002)


 


This
plan, as amended from time to time, shall be known as Foamix Ltd. 2009 Israeli Share Option Plan (the “ISOP”).


 


		1.	PURPOSE OF THE ISOP



 


The
ISOP is intended to provide an incentive to retain, in the employ of the Company and its Affiliates (as defined below),
persons of training, experience, and ability, to attract new employees, directors, consultants, service providers and any other
entity which the Board shall decide their services are considered valuable to the Company, to encourage the sense of proprietorship
of such persons, and to stimulate the active interest of such persons in the development and financial success of the Company
by providing them with opportunities to purchase shares in the Company, pursuant to the ISOP.


 


		2.	DEFINITIONS



 


For
purposes of the ISOP and related documents, including the Option Agreement, the following definitions shall apply:


 


		2.1	“Affiliate” means any “employing
company” within the meaning of Section 102(a) of the Ordinance.



		 	 



		2.2	“Approved 102 Option” means an Option
granted pursuant to Section 102(b) of the Ordinance and held in trust by a Trustee for the benefit of the Optionee.



		 	 



		2.3	“Board” means the Board of Directors
of the Company.



		 	 



		2.4	“Capital Gain Option (CGO)” as defined
in Section 5.4 below.



		 	 


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		2.5	“Cause” means, (a) to the extent the
term “Cause” is defined in an employment or consulting agreement with the Optionee, the meaning ascribed to such term
in such agreement, or (b) (i) conviction of any felony involving moral turpitude or affecting the Company; (ii) any refusal to
carry out a reasonable directive of the chief executive officer, which involves the business of the Company or its Affiliates
and was capable of being lawfully performed; (iii) embezzlement of funds of the Company or its Affiliates; (iv) any breach of
the Optionee’s fiduciary duties or duties of care of the Company; including without limitation disclosure of confidential
information of the Company; and (v) any conduct (other than conduct in good faith) reasonably determined by the Board to be materially
detrimental to the Company.



 


		2.6	“Chairman” means the chairman of the
Board.



		 	 



		2.7	“Company” means Foamix Ltd, an Israeli
company.



		 	 



		2.8	“Companies Law” means the Israeli Companies
Law 5759-1999.



		 	 



		2.9	“Controlling Shareholder” shall have
the meaning ascribed to it in Section 32(9) of the Ordinance.



		 	 



		2.10	“Date of Grant” means, the date of
grant of an Option, as determined by the Board and set forth in the Optionee’s Option Agreement.



		 	 



		2.11	“Employee” means a person who is employed
by the Company or its Affiliates, including an individual who is serving as a director or an office holder, but excluding Controlling
Shareholder.



		 	 



		2.12	“Expiration Date” means the date upon
which an Option shall expire, as set forth in Section 10.2 of the ISOP.



		 	 



		2.13	“Fair Market Value” means as of any
date, the value of a Share determined as follows:



 


(i)
If the Shares are listed on any established stock exchange or a national market system, including without limitation the NASDAQ
National Market system, or the NASDAQ SmallCap Market of the NASDAQ Stock Market, the Fair Market Value shall be the closing sales
price for such Shares (or the closing bid, if no sales were reported), as quoted on such exchange or system for the last market
trading day prior to time of determination, as reported in the Wall Street Journal, or such other source as the Board deems reliable.


		 	 


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Without
derogating from the above, solely for the purpose of determining the tax liability pursuant to Section 102(b)(3) of the Ordinance,
if at the Date of Grant the Company’s shares are listed on any established stock exchange or a national market system or
if the Company’s shares will be registered for trading within ninety (90) days following the Date of Grant, the Fair Market
Value of a Share at the Date of Grant shall be determined in accordance with the average value of the Company’s shares on
the thirty (30) trading days preceding the Date of Grant or on the thirty (30) trading days following the date of registration
for trading, as the case may be;


		 	 



(ii)
If the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value
shall be the mean between the high bid and low asked prices for the Shares on the last market trading day prior to the day of
determination, or;


		 	 



(iii)
In the absence of an established market for the Shares, the Fair Market Value thereof shall be determined in good faith by the
Board.


 


		2.14	“IPO” means the initial public offering
of the Company’s shares.



		 	 



		2.15	“ISOP” means this 2009 Israeli Share
Option Plan.



		 	 



		2.16	“ITA” means the Israeli Tax Authorities.



		 	 



		2.17	“Non-Employee” means a consultant,
adviser, service provider, Controlling Shareholder or any other person who is not an Employee.



		 	 



		2.18	“Ordinary Income Option (OIO)” as defined
in Section 5.5 below.



		 	 



		2.19	“Option” means an option to purchase
one or more Shares of the Company pursuant to the ISOP.



		 	 



		2.20	“102 Option” means any Option granted
to Employees pursuant to Section 102 of the Ordinance.



		 	 



		2.21	“3(i) Option” means an Option granted
pursuant to Section 3(i) of the Ordinance to any person who is Non- Employee.



		 	 



		2.22	“Optionee” means a person who receives
or holds an Option under the ISOP.



 


		2.23	“Option Agreement”means the share
option agreement between the Company and an Optionee that sets out the terms and conditions of an Option.



		 	 



		2.24	“Ordinance” means the 1961 Israeli
Income Tax Ordinance [New Version] 1961 as now in effect or as hereafter amended.



		 	 


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		2.25	“Purchase Price” means the price for
each Share subject to an Option.



		 	 



		2.26	"Relative" means a spouse, sibling, parent,
parent's parent, descendent, spouse's descendent, and any spouse of the foregoing.



		 	 



		2.27	“Section 102” means section 102 of
the Ordinance as now in effect or as hereafter amended.



		 	 



		2.28	“Share” means the ordinary shares,
NIS 0.001 par value each, of the Company.



		 	 



		2.29	“Successor Company” means any entity
the Company is merged to or is acquired by, in which the Company is not the surviving entity.



		 	 



		2.30	“Transaction” means (i) merger, acquisition
or reorganization of the Company with one or more other entities in which the Company is not the surviving entity (or in case
of a reverse triangular merger – a merger in which the control in the Company is transferred to a third party who did nor
control the Company prior to such merger), (ii) a sale of all or substantially all of the assets of the Company.



		 	 



		2.31	“Trustee” means any individual or corporate
entity appointed by the Company to serve as a trustee and approved by the ITA, all in accordance with the provisions of Section
102(a) of the Ordinance and/or any rules or regulations promulgated thereunder.



		 	 



		2.32	“Unapproved 102 Option” means an Option
granted pursuant to Section 102(c) of the Ordinance and not held in trust by a Trustee.



		 	 



		2.33	“Vested Option” means any Option, which
has already been vested according to the Vesting Dates.



		 	 



		2.34	“Vesting Dates” means, as determined
by the Board, the date as of which the Optionee shall be entitled to exercise the Options or part of the Options, as set forth
in section 11 of the ISOP.



 


		3.	ADMINISTRATION OF THE ISOP



 


		3.1	The Board shall have the power to administer the ISOP,
all as provided by applicable law and in the Company’s Articles of Association.



		 	 


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		3.2	The Board shall have the full power and authority to:
(i) designate participants; (ii) determine the terms and provisions of the respective Option Agreements, including, but not limited
to, the number of Options to be granted to each Optionee, the number of Shares to be covered by each Option, provisions concerning
the time and the extent to which the Options may be exercised and the nature and duration of restrictions as to the transferability
or restrictions constituting substantial risk of forfeiture and to cancel or suspend awards, as necessary; (iii) determine the
Fair Market Value of the Shares covered by each Option; (iv) make an election as to the type of Approved 102 Option; and (v) designate
the type of Options.



		 	 



		3.3	The Board shall have the authority to grant, at its discretion,
to the holder of an outstanding Option, in exchange for the surrender and cancellation of such Option, a new Option having a purchase
price equal to, lower than or higher than the Purchase Price of the original Option so surrendered and canceled and containing
such other terms and conditions or to change the Purchase Price, all in accordance with the provisions of the ISOP.



		 	 



		3.4	Subject to the Company’s Articles of Association,
all decisions and selections made by the Board pursuant to the provisions of the ISOP shall be made by a majority of its members
except that no member of the Board shall vote on, or be counted for quorum purposes, with respect to any proposed action of the
Board relating to any Option to be granted to that member or to a Relative thereof. Any decision reduced to writing shall be executed
in accordance with the provisions of the Company’s Articles of Association, as the same may be in effect from time to time.



		 	 



		3.5	Subject to the Company’s Articles of Association
and the Company’s decision, and to all approvals legally required, including, but not limited to the provisions of the Companies
Law, each member of the Board shall be indemnified and held harmless by the Company against any cost or expense (including counsel
fees) reasonably incurred by him, 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 ISOP unless arising out of such member's own fraud or bad faith,
to the 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 Articles of Association, any agreement, any vote of shareholders or disinterested
directors, insurance policy or otherwise.



 


		4.	DESIGNATION OF PARTICIPANTS



 


		4.1	The persons eligible for participation in the ISOP as
Optionees shall include any Employees and/or Non-Employees of the Company or of any Affiliate; provided, however, that (i) Employees
may only be granted 102 Options; (ii) Non-Employees may only be granted 3(i) Options; and (iii) Controlling Shareholders may only
be granted 3(i) Options.



		 	 



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		4.2	The grant of an Option hereunder shall neither entitle
the Optionee to participate nor disqualify the Optionee from participating in, any other grant of Options pursuant to the ISOP
or any other option or share plan of the Company or any of its Affiliates.



		 	 



		4.3	Anything in the ISOP to the contrary notwithstanding,
all grants of Options to directors and office holders shall be authorized and implemented in accordance with the provisions of
the Companies Law or any successor act or regulation, as in effect from time to time.



 


		5.	DESIGNATION OF OPTIONS PURSUANT TO SECTION 102



 


		5.1	The Company may designate Options granted to Employees
pursuant to Section 102 as Unapproved 102 Options or Approved 102 Options.



		 	 



		5.2	The grant of Approved 102 Options shall be made under
this ISOP adopted by the Board as described in Section 15 below, and shall be conditioned upon the approval of this ISOP by the
ITA.



		 	 



		5.3	Approved 102 Option may either be classified as Capital
Gain Option (“CGO”) or Ordinary Income Option (“OIO”).



		 	 



		5.4	Approved 102 Option elected and designated by the Company
to qualify under the capital gain tax treatment in accordance with the provisions of Section 102(b)(2) shall be referred to herein
as CGO.



		 	 



		5.5	Approved 102 Option elected and designated by the Company
to qualify under the ordinary income tax treatment in accordance with the provisions of Section 102(b)(1) shall be referred to
herein as OIO.



		 	 



		5.6	The Company’s election of the type of Approved 102
Options as CGO or OIO granted to Employees (the “Election”), shall be appropriately filed with the ITA before
the Date of Grant of an Approved 102 Option. Such Election shall become effective beginning the first Date of Grant of an Approved
102 Option under this ISOP and shall remain in effect at least until the end of the year following the year during which the Company
first granted Approved 102 Options. The Election shall obligate the Company to grant only the type of Approved 102 Option
it has elected, and shall apply to all Optionees who were granted Approved 102 Options during the period indicated herein, all
in accordance with the provisions of Section 102(g) of the Ordinance. For the avoidance of doubt, such Election shall not prevent
the Company from granting Unapproved 102 Options simultaneously.



		 	 



		5.7	All Approved 102 Options must be held in trust by a Trustee,
as described in Section 6 below.



		 	 



		5.8	For the avoidance of doubt, the designation of Unapproved
102 Options and Approved 102 Options shall be subject to the terms and conditions set forth in Section 102 of the Ordinance and
the regulations promulgated thereunder.



		 	 


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		5.9	With regards to Approved 102 Options, the provisions of
the ISOP and/or the Option Agreement shall be subject to the provisions of Section 102 and the Tax Assessing Officer’s permit,
and the said provisions and permit shall be deemed an integral part of the ISOP and of the Option Agreement. Any provision of
Section 102 and/or the said permit which is necessary in order to receive and/or to keep any tax benefit pursuant to Section 102,
which is not expressly specified in the ISOP or the Option Agreement, shall be considered binding upon the Company and the Optionees.



 


		6.	TRUSTEE



 


		6.1	Approved
102 Options which shall be granted under the ISOP and/or any Shares allocated or issued upon exercise of such Approved 102 Options
and/or other shares received subsequently following any realization of rights, including without limitation bonus shares and/or
any other securities issued according to the provisions of Section 9.5 below, shall be allocated or issued to the Trustee and
held for the benefit of the Optionees for such period of time as required by Section 102 or any regulations, rules or orders or
procedures promulgated thereunder (the “Holding Period”). In the case the requirements for Approved 102 Options
are not met, then the Approved 102 Options may be treated as Unapproved 102 Options, all in accordance with the provisions of
Section 102 and regulations promulgated thereunder.



		 	 



		6.2	Notwithstanding anything to the contrary, the Trustee
shall not release any Shares allocated or issued upon exercise of Approved 102 Options prior to the full payment of the Optionee’s
tax liabilities arising from Approved 102 Options which were granted to him and/or any Shares allocated or issued upon exercise
of such Options.



		 	 



		6.3	With respect to any Approved 102 Option, subject to the
provisions of Section 102 and any rules or regulation or orders or procedures promulgated thereunder, an Optionee shall not sell
or release from trust any Share received upon the exercise of an Approved 102 Option and/or any share received subsequently following
any realization of rights, including without limitation, bonus shares, 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 Optionee.



		 	 



		6.4	Upon receipt of Approved 102 Option, the Optionee will
sign an undertaking to release the Trustee from any liability in respect of any action or decision taken and bona fide executed
in relation with the ISOP, or any Approved 102 Option or Share granted to him thereunder.




 


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		7.	SHARES RESERVED FOR THE ISOP; RESTRICTION THEREON



 


		7.1	The Company has reserved 20,054,483 authorized but unissued
Shares, for the purposes of the ISOP and for the purposes of any other share option plans which may be adopted by the Company
in the future, subject to adjustment as set forth in Section 9 below. Any Shares which remain unissued and which are not subject
to the outstanding Options at the termination of the ISOP shall cease to be reserved for the purpose of the ISOP, but until termination
of the ISOP the Company shall at all times reserve sufficient number of Shares to meet the requirements of the ISOP. Should any
Option for any reason expire or be canceled prior to its exercise or relinquishment in full, the Shares subject to such Option
may again be subjected to an Option under the ISOP or under the Company’s other share option plans.



		 	 



		7.2	Each Option granted pursuant to the ISOP, shall be evidenced
by a written Option Agreement between the Company and the Optionee, in such form as the Board shall from time to time approve.
Each Option Agreement shall state, among other matters, the number of Shares to which the Option relates, the type of Option granted
thereunder (whether a CGO, OIO, Unapproved 102 Option or a 3(i) Option), the Vesting Dates, the Purchase Price per share, the
Expiration Date and such other terms and conditions as the Board in its discretion may prescribe, provided that they are consistent
with this ISOP.



		 	 



		7.3	Until the consummation of an IPO, such Shares issued upon
exercise of Options under the ISOP shall be voted by an irrevocable proxy (the ”Proxy”) pursuant to the directions
of the Board, such Proxy to be assigned to the person or persons designated by the Board. Such person or persons designated by
the Board shall be indemnified and held harmless by the Company against any cost or expense (including counsel fees) reasonably
incurred by him/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 voting of such Proxy unless arising out of such member's own fraud or
bad faith, to the extent permitted by applicable law. Such indemnification shall be in addition to any rights of indemnification
the person(s) may have as a director or otherwise under the Company's Articles of Association, any agreement, any vote of shareholders
or disinterested directors, insurance policy or otherwise. Without derogating from the above, with respect to Approved 102 Options,
such shares shall be voted in accordance with the provisions of Section 102 and any rules, regulations or orders promulgated thereunder.



		 	 



		7.4	Without derogating from any other undertaking of the Optionee
pursuant to this ISOP or otherwise, so long as the Shares have not been listed for trade on a stock exchange in Israel or abroad,
the Company will be entitled at any time to require the Optionee, and the Optionee shall be obliged to furnish the Company with
any certificate, affidavit or other document which the Company deems as legally and/or commercially required, whether under local
or foreign laws, or otherwise, or any confirmation or agreement, including an undertaking from the Optionee not to sell his shares
for some period, as obliged by the requirements of an underwriter, investment bank or any other entity for the purpose of any
issue, whether private or public, and also any certificate or agreement which the Company needs to obtain, if at all, from the
Optionees as the members of a class of shareholders, or otherwise, or any certificate, affidavit or other document which the Company
deems fit or necessary to obtain in order to facilitate any Transaction and/or the merger of the Company with any other entity,
following which merger the Company shall be the surviving entity, and/or the registration of the Company in any foreign jurisdiction,
the exercise of a flip transaction, whether in Israel or abroad, and/or the Company's reorganization, all in accordance with what
the Company deems necessary and desirable, and the terms of any document which the Optionee is required to sign shall be as determined
by the Company after obtaining a legal opinion so far as necessary, provided that in the Company's opinion the raising of additional
capital, the merger or such other change as aforesaid will not materially impair the value of the Optionee's investment in the
Company. It is hereby acknowledged, without limitation, that the following events shall not be deemed to impair the value of the
Optionee's holdings in the Company or to derogate from, limit or adversely effect in any extent, the Company’s discretion
with regard to the evaluation of the effect of certain business transactions on the value of the Optionee's investment in the
Company: (i) the dilution of the Optionee's holdings in the Company deriving from the raising of additional capital or a merger
or a flip transaction or from the exercise of any existing or future options in the Company of any type whatsoever; (ii) the registration
of the Company and/or of any securities thereof in any jurisdiction and/or stock exchange, irrespective of the legal regime, tax
regime, tradability, etc. resulting from, or connected with, such registration.



 

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		8.	PURCHASE PRICE



 


		8.1	The Purchase Price of each Share subject to an Option
shall be determined by the Board in its sole and absolute discretion in accordance with applicable law.



		 	 



		8.2	The Purchase Price shall be payable upon the exercise
of the Option in a form satisfactory to the Board, including without limitation, by cash or check. The Board shall have the authority
to postpone the date of payment on such terms as it may determine.



		 	 



		8.3	The Purchase Price shall be denominated in the currency
of the primary economic environment of, either the Company or the Optionee (that is the functional currency of the Company or
the currency in which the Optionee is paid) as determined by the Company.



 


		9.	ADJUSTMENTS



 


Upon
the occurrence of any of the following described events, Optionee's rights to purchase Shares under the ISOP shall be adjusted
as hereafter provided:


 


		9.1	In the event of Transaction, and subject to the determination
of the Board, at in its sole discretion, the unexercised Options then outstanding under the ISOP may be assumed or substituted
for an appropriate number of shares of each class of shares or other securities of the Successor Company (or a parent or subsidiary
of the Successor Company) as were distributed to the shareholders of the Company in connection and with respect to the Transaction.
In the case of such assumption and/or substitution of Options, appropriate adjustments shall be made to the Purchase Price so
as to reflect such action and all other terms and conditions of the Option Agreements shall remain unchanged, including but not
limited to the vesting schedule, all subject to the determination of the Board, which determination shall be in their sole discretion
and final. The Company shall notify the Optionee of the Transaction in such form and method as it deems applicable at least ten
(10) days prior to the effective closing date of such Transaction but in no event before the signing of the transaction agreements.
Any unexercised Option which is not assumed or substituted shall terminate as of the closing date of such Transaction.



		 	 




		 	 



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		9.2	Notwithstanding
the above and subject to any applicable law, the Board shall have full power and authority to determine that in certain Option
Agreements there shall be a clause instructing that, if in any such Transaction as described in section 9.1 above, the Successor
Company (or parent or subsidiary of the Successor Company) does not agree to assume or substitute for the Options, the
Vesting Dates shall be accelerated so that any unvested Option or any portion thereof shall be immediately vested as of the date
which is ten (10) days (or such other date as the Board shall determine in its sole discretion) prior to the effective closing
date of the Transaction but in no event before the signing of the transaction agreements.



		 	 



		9.3	For the purposes of section 9.1 above, an Option shall
be considered assumed or substituted if, following the Transaction, the Option confers the right to purchase or receive, for each
Share underlying an Option immediately prior to the Transaction, the consideration (whether shares, options, cash, or other securities
or property) received in the Transaction by holders of shares held on the effective date of the Transaction (and if such holders
were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares);
provided, however, that if such consideration received in the Transaction is not solely ordinary shares (or their equivalent)
of the Successor Company or its parent or subsidiary, the Board may, with the consent of the Successor Company, provide for the
consideration to be received upon the exercise of the Option to be solely ordinary shares (or their equivalent) of the Successor
Company or its parent or subsidiary equal in Fair Market Value to the per Share consideration received by holders of a majority
of the outstanding shares in the Transaction; and provided further that the Board may determine, in its discretion, that in lieu
of such assumption or substitution of Options for options of the Successor Company or its parent or subsidiary, such Options will
be substituted for any other type of asset or property including cash which is fair under the circumstances.



		 	 



		9.4	If the Company is voluntarily liquidated or dissolved
while unexercised Options remain outstanding under the ISOP, the Company shall immediately notify all unexercised Option holders
of such liquidation, and the Option holders shall then have ten (10) days to exercise any unexercised Vested Option held by them
at that time, in accordance with the exercise procedure set forth herein. Upon the expiration of such ten-day period, all remaining
outstanding Options will terminate immediately.



		 	 


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		9.5	If
the outstanding shares of the Company shall at any time be changed or exchanged by declaration of a share dividend (bonus shares),
share split, combination or exchange of shares, recapitalization, or any other like event by or of the Company, and as often as
the same shall occur, then the number, class and kind of the Shares subject to the ISOP or subject to any Options therefore granted,
and the Purchase Prices, shall be appropriately and equitably adjusted so as to maintain the proportionate number of Shares without
changing the aggregate Purchase Price, provided, however, that no adjustment shall be made by reason of the distribution of subscription
rights (rights offering) on outstanding shares. Upon happening of any of the foregoing, the class and aggregate number of Shares
issuable pursuant to the ISOP (as set forth in Section 7 hereof), in respect of which Options have not yet been exercised, shall
be appropriately adjusted, all as will be determined by the Board whose determination shall be final.



		 	 



		9.6	Anything herein to the contrary notwithstanding, if prior
to the completion of the IPO all or substantially all of the shares of the Company are to be sold, or in case of a Transaction,
all or substantially all of the shares of the Company are to be exchanged for securities of another Company, then each Optionee
shall be obliged to sell or exchange, as the case may be, any Shares such Optionee purchased under the ISOP, in accordance with
the instructions issued by the Board in connection with the Transaction, whose determination shall be final.



		 	 



		9.7	Without derogating from the provisions of Section 7.4
above, the Optionee acknowledges that in the event that the Company’s shares shall be registered for trading in any public
market, Optionee’s rights to sell the Shares may be subject to certain limitations (including a lock-up period), as will
be requested by the Company or its underwriters, and the Optionee unconditionally agrees and accepts any such limitations.



 


			



 


		10.	TERM AND EXERCISE OF OPTIONS



 


		10.1	Options shall be exercised by the Optionee by giving written
notice to the Company and/or to any third party designated by the Company (the “Representative”), in such form
and method as may be determined by the Company and when applicable, by the Trustee in accordance with the requirements of Section
102, which exercise shall be effective upon receipt of such notice by the Company and/or the Representative and the payment of
the Purchase Price at the Company’s or the Representative’s principal office. The notice shall specify the number
of Shares with respect to which the Option is being exercised.



		 	 


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		10.2	Without derogating from any other provision of this ISOP,
Options, to the extent not previously exercised, shall terminate forthwith upon the earlier of: (i) the date set forth in the
Option Agreement; and (ii) the expiration of any extended period in any of the events set forth in section 10.5 below.



		 	 



		10.3	The Options may be exercised by the Optionee in whole
at any time or in part from time to time, to the extent that the Options become vested and exercisable, prior to the Expiration
Date, and provided that, subject to the provisions of section 10.5 below, the Optionee is employed by or providing services to
the Company or any of its Affiliates, at all times during the period beginning with the granting of the Option and ending upon
the date of exercise.



		 	 



		10.4	Subject to the provisions of section 10.5 below, in the
event of termination of Optionee’s employment or services, with the Company or any of its Affiliates, all Options granted
to such Optionee will immediately expire. A notice of termination of employment or service shall be deemed to constitute termination
of employment or service. For the avoidance of doubt, in case of such termination of employment or service, the unvested portion
of the Optionee’s Option shall not vest and shall not become exercisable.



		 	 



		10.5	Notwithstanding anything to the contrary hereinabove and
unless otherwise determined in the Optionee’s Option Agreement, an Option may be exercised after the date of termination
of Optionee's employment or service with the Company or any Affiliates during an additional period of time beyond the date of
such termination, but only with respect to the number of Vested Options at the time of such termination according to the Vesting
Dates, if:



 


		(i)	termination is without Cause, in which event any Vested
Option still in force and unexpired may be exercised within a period of ninety (90) days after the date of such termination; or-



		 	 



		(ii)	termination is the result of death or disability of the
Optionee, in which event any Vested Option still in force and unexpired may be exercised within a period of twelve (12) months
after the date of such termination; or –



		 	 



		(iii)	prior to the date of such termination, the Board shall
authorize an extension of the terms of all or part of the Vested Options beyond the date of such termination for a period not
to exceed the period during which the Options by their terms would otherwise have been exercisable.



 


For
avoidance of any doubt, if termination of employment or service is for Cause, any outstanding unexercised Option (whether vested
or non-vested), will immediately expire and terminate, and the Optionee shall not have any right in connection to such outstanding
Options.


 

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		10.6	To avoid doubt, the Optionees shall not have any of the
rights or privileges of shareholders of the Company in respect of any Shares purchasable upon the exercise of any Option, nor
shall they be deemed to be a class of shareholders or creditors of the Company for purpose of the operation of sections 350 and
351 of the Companies Law or any successor to such section, until registration of the Optionee as holder of such Shares in the
Company’s register of shareholders upon exercise of the Option in accordance with the provisions of the ISOP, but in case
of Options and Shares held by the Trustee, subject to the provisions of Section 6 of the ISOP.



		 	 



		10.7	Any form of Option Agreement authorized by the ISOP may
contain such other provisions as the Board may, from time to time, deem advisable.



		 	 



		10.8	With respect to Unapproved 102 Option, if the Optionee
ceases to be employed by the Company or any Affiliate, the Optionee 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.



 


		11.	VESTING OF OPTIONS



 


		11.1	Subject to the provisions of the ISOP, each Option shall
vest following the Vesting Dates and for the number of Shares as shall be provided in the Option Agreement. However, no Option
shall be exercisable after the Expiration Date.



		 	 



		11.2	An Option may be subject to such other terms and conditions
on the time or times when it may be exercised, as the Board may deem appropriate. The vesting provisions of individual Options
may vary.



 


		12.	SHARES SUBJECT TO RIGHT OF FIRST REFUSAL



 


		12.1	Notwithstanding anything to the contrary in the Articles
of Association of the Company, none of the Optionees shall have a right of first refusal in relation with any sale of shares in
the Company.



		 	 



		12.2	Unless otherwise determined by the Board, until such time
as the Company shall complete an IPO, an Optionee shall not have the right to sell Shares issued upon the exercise of an Option
within six (6) months and one day of the date of exercise of such Option or issuance of such Shares. Unless otherwise determined
in the Company’s Articles of Association, or unless otherwise determined by the Board, until such time as the Company shall
complete an IPO, the sale of Shares issuable upon the exercise of an Option shall be subject to the terms and conditions set forth
in the Company's Articles of Association, including, without limitation, to a right of first refusal on the part of the Repurchaser(s).



 


Repurchaser(s)
means (i) the Company, if permitted by applicable law, (ii) if the Company is not permitted by applicable law, then any affiliate
of the Company designated by the Board; or (iii) if no decision is reached by the Board, then the Eligible Shareholders (as such
are defined in the Company's Articles of Association), pro rata in accordance with their shareholding. The Optionee shall give
a notice of sale (hereinafter the “Notice”) to the Company in order to offer the Shares to the Repurchaser(s).


 

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		12.3	The Notice shall specify the name of each proposed purchaser
or other transferee (hereinafter the “Proposed Transferee”), the number of Shares offered for sale, the price
per Share and the payment terms. The Repurchaser(s) will be entitled for thirty (30) days from the day of receipt of the Notice
(hereinafter the “Notice Period”), to purchase all or part of the offered Shares on a pro rata basis based
upon their respective holdings in the Company.



		 	 



		12.4	If by the end of the Notice Period not all of the offered
Shares have been purchased by the Repurchaser(s), the Optionee shall be entitled to sell such Shares, subject to the provisions
of the Company's Articles of Association at any time during the ninety (90) days following the end of the Notice Period on terms
not more favorable than those set out in the Notice, provided that the Proposed Transferee agrees in writing that the provisions
of this section shall continue to apply to the Shares in the hands of such Proposed Transferee. Any sale of Shares issued under
the ISOP by the Optionee that is not made in accordance with the ISOP or the Option Agreement shall be null and void.



 


		13.	DIVIDENDS



 


With
respect to all Shares (but excluding, for avoidance of any doubt, any unexercised Options) allocated or issued upon the exercise
of Options purchased by the Optionee and held by the Optionee or by the Trustee, as the case may be, the Optionee shall be entitled
to receive dividends in accordance with the quantity of such Shares, subject to the provisions of the Company’s Articles
of Association (and all amendments thereto) and subject to any applicable taxation on distribution of dividends, and when applicable
subject to the provisions of Section 102 and the rules, regulations or orders promulgated thereunder.


 


		14.	RESTRICTIONS ON ASSIGNABILITY AND SALE OF OPTIONS



 


		14.1	No Option or any right with respect thereto, purchasable
hereunder, whether fully paid or not, shall be assignable, transferable or given as collateral or any right with respect to it
given to any third party whatsoever, other than by will or pursuant to the laws of descent and distribution and except as specifically
allowed under the ISOP, and during the lifetime of the Optionee each and all of such Optionee's rights to purchase Shares hereunder
shall be exercisable only by the Optionee.



 


Any
such action made directly or indirectly, for an immediate validation or for a future one, shall be void.


 

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		14.2	Without derogating from the provisions of Section 14.1
above, as long as Options and/or Shares are held by the Trustee on behalf of the Optionee, all rights of the Optionee over the
Shares are personal, can not be transferred, assigned, pledged or mortgaged, other than by will or pursuant to the laws of descent
and distribution.



 


		15.	EFFECTIVE DATE AND DURATION OF THE ISOP



 


The
ISOP shall be effective as of the day it was adopted by the Board and shall terminate at the end of ten (10) years from such day
of adoption.


 


The
Company shall obtain the approval of the Company’s shareholders for the adoption of this ISOP or for any amendment to this
ISOP, if shareholders’ approval is necessary or desirable to comply with any applicable law including, or if shareholders’
approval is required by any authority or by any governmental agencies or national securities exchanges.


 


		16.	AMENDMENTS OR TERMINATION



 


The
Board may at any time, but when applicable, after consultation with the Trustee, amend, alter, suspend or terminate the ISOP.
No amendment, alteration, suspension or termination of the ISOP shall impair the rights of any Optionee, unless mutually agreed
otherwise between the Optionee and the Company, which agreement must be in writing and signed by the Optionee and the Company.
Termination of the ISOP shall not affect the Board’s ability to exercise the powers granted to it hereunder with respect
to Options granted under the ISOP prior to the date of such termination.


 


		17.	GOVERNMENT REGULATIONS



 


The
ISOP, and the granting and exercise of Options hereunder, and the obligation of the Company to sell and deliver Shares under such
Options, shall be subject to all applicable laws, rules, and regulations, whether of the State of Israel or any other State having
jurisdiction over the Company and the Optionee and the Ordinance and to such approvals by any governmental agencies or national
securities exchanges as may be required. Nothing herein shall be deemed to require the Company to register the Shares under the
securities laws of any jurisdiction.


 


		18.	CONTINUANCE OF EMPLOYMENT OR HIRED SERVICES



 


Neither
the ISOP nor the Option Agreement with the Optionee shall impose any obligation on the Company or an Affiliate thereof, to continue
any Optionee in its employ or service, and nothing in the ISOP or in any Option granted pursuant thereto shall confer upon any
Optionee any right to continue in the employ or service of the Company or an Affiliate thereof or restrict the right of the Company
or an Affiliate thereof to terminate such employment or service at any time.


 


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		19.	GOVERNING LAW & JURISDICTION



 


The
ISOP shall be governed by and construed and enforced in accordance with the laws of the State of Israel applicable to contracts
made and to be performed therein, without giving effect to the principles of conflict of laws. The competent courts of Tel-Aviv,
Israel shall have sole jurisdiction in any matters pertaining to the ISOP.


 


		20.	TAX CONSEQUENCES



 


		20.1	Any tax consequences arising from the grant or exercise
of any Option, from the payment for Shares covered thereby or from any other event or act (of the Company and/or its Affiliates,
the Trustee or the Optionee), hereunder, shall be borne solely by the Optionee. 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 Optionee shall agree 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 Optionee.



		 	 



		20.2	The Company and/or, when applicable, the Trustee shall
not be required to release any Share certificate to an Optionee until all required payments have been fully made.



 


		21.	NON-EXCLUSIVITY OF THE ISOP



 


The
adoption of the ISOP by the Board shall not be construed as amending, modifying or rescinding any previously approved incentive
arrangements or as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem
desirable, including, without limitation, the granting of Options otherwise than under the ISOP, and such arrangements may be
either applicable generally or only in specific cases.


 


For
the avoidance of doubt, prior grant of options to Optionees of the Company under their employment agreements, and not in the framework
of any previous option plan, shall not be deemed an approved incentive arrangement for the purpose of this Section.


 


		22.	MULTIPLE AGREEMENTS



 


The
terms of each Option may differ from other Options granted under the ISOP at the same time, or at any other time. The Board may
also grant more than one Option to a given Optionee during the term of the ISOP, either in addition to, or in substitution for,
one or more Options previously granted to that Optionee.


 



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