Unassociated Document


    EXHIBIT
10.2(a)

    


    EMPLOYEE
SHARE OPTION PLAN

    
      
        

      
 


    SODA
- CLUB HOLDINGS LTD.

     

    THE
2007 EMPLOYEE SHARE OPTION PLAN

    


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

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EMPLOYEE
SHARE OPTION PLAN

    
      
        

      

    

     

    PREFACE

     

    This
plan, as amended from time to time, shall be known as the “Soda Club Holdings
Ltd. 2007 Employee Share Option Plan” (the “ESOP”).

     

    
      	
              1.

            	
              PURPOSE OF THE
      ESOP

            


    

     

    The ESOP
is intended to provide an incentive to retain, by the Company and its Affiliates
(as defined below), persons of training, experience, and ability, to attract new
employees, 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 of the Company, pursuant
to the ESOP.

     

    
      	
              2.

            	
              DEFINITIONS

            


    

     

    For
purposes of the ESOP 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” or
      “CGO” as defined
      in Section 5.4 below.

            


    

     

    
      	
               
      

            	
              2.5.

            	
              “Cause” means, (i)
      conviction of any felony involving moral turpitude or affecting the
      Company; (ii) any failure (as a result of gross negligence or willful
      misconduct) to carry out, as an employee of the Company or its Affiliates,
      a reasonable directive of the chief executive officer, the Board or the
      Optionee’s direct supervisor, which involves the business of the Company
      or its Affiliates and which was capable of being lawfully performed by
      Optionee; (iii) embezzlement or theft 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,
      self-dealing, prohibited disclosure of confidential information of, or
      relating to, the Company, or engagement in any business competitive to the
      business of the Company or of its Affiliates; and (v) any circumstances
      (other than voluntarily resignation by Optionee) that do not entitle
      Optionee to severance payments and/or notice period under any applicable
      law, judicial decision of a competent tribunal and/or an agreement setting
      forth the relationship (employment, service provider or otherwise) between
      the Company (or its Affiliates) and such Optionee, or any circumstances
      that constitutes a “cause” for such relationship termination- or that
      enable a “termination for cause” thereof - under the aforesaid
      agreement.

            


    

     

    
      
         


      

      
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    EMPLOYEE
SHARE OPTION PLAN

    
      
        

      

       

    

    
      	
               
      

            	
              2.6.

            	
              “Chairman” means the
      chairman of the Committee.

            


    

     

    
      	
               
      

            	
              2.7.

            	
              “Committee” means a
      share option compensation committee appointed by the Board, which shall
      consist of no fewer than one member of the
  Board.

            


    

     

    
      	
               
      

            	
              2.8.

            	
              “Company” means
      Soda-Club Holdings Ltd., a corporation incorporated under the laws of the
      state of Israel, registration number
513951251.

            


    

     

    
      	
               
      

            	
              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 an office holder, but excluding
      Controlling Shareholder and members of the Board of
    Directors.

            


    

     

    
      	 	
              2.12.

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

            


    

     

    
      	 	
              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. 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.

      

    

     

    
      
         


      

      
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    EMPLOYEE
SHARE OPTION PLAN

    
      
        

      

    

     

    
      	 	
              2.14.

            	
              “IPO”
      means the underwritten initial public offering of the Company’s stock
      pursuant to a registration statement filed with and declared effective
      under the Israeli Securities Law, 1968, under the U.S. Securities Act of
      1933, as amended, or under any similar law of any other
      jurisdiction.

            


    

     

    
      	 	
              2.15.

            	
              “ESOP”
      means as defined in the preface
  hereto.

            


    

     

    
      	 	
              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” or “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 ESOP.

            


    

     

    
      	 	
              2.20.

            	
              “102 Option”
      means any Option granted to Employees in accordance with and
      subject to Section 102 of the
  Ordinance.

            


    

     

    
      	 	
              2.21.

            	
              “3(i) Option”
      means an Option granted in accordance with and subject 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
      ESOP.

            


    

     

    
      
        	 	
                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 Israeli Income Tax Ordinance [New Version] 1961, as now
      in effect or as hereafter amended.

            


    

     

    
      	 	
              2.25.

            	
              “Purchase
      Price” means the purchase price for each Share underlying an
      Option.

            


    

     

    
      	 	
              2.26.

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

            


    

     

    
      	 	
              2.27.

            	
              “Share”
      means an ordinary share of the Company, 0.01 NIS par value each or any
      other class of shares of the Company, as the Company may
      decide.

            


    

     

    
      
        	  	
                2.28.

              	
                “Successor
      Company” means any entity into or with which the Company is merged
      or by which the Company is acquired, pursuant to a Transaction in which
      the Company is not the surviving
  entity.

              


      

       

      
        	  	
                2.29.

              	
                “Transaction”
      means (i) merger, acquisition or reorganization of the Company with
      one or more other entities pursuant to which the Company is not the
      surviving entity, (ii) a sale of all or substantially all of the assets or
      shares of the
Company.

              


      

    

     

    
      
         


      

      
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    EMPLOYEE
SHARE OPTION PLAN

    
      
        

      

    

     

    
      	  	
              2.30.

            	
              “Trustee”
      means any individual 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.

            


    

     

    
      	  	
              2.31.

            	
              “Unapproved 102
      Option” means an Option granted pursuant to Section 102(c) of the
      Ordinance and – unless required otherwise by the Company - not held in
      trust by a Trustee.

            


    

     

    
      	  	
              2.32.

            	
              “Vested
      Option” means any Option that has already become vested and
      exercisable according to its Vesting Date or otherwise (e.g. acceleration
      upon certain events).

            


    

     

    
      	  	
              2.33.

            	
              “Vesting
      Dates” means, with respect to any Option, the date as of which the
      Optionee shall be entitled to exercise such Option, as set forth in
      section 11 of the
ESOP.

            


    

     

    
      	
              3.

            	
              ADMINISTRATION OF THE
      ESOP

            


    

     

    
      	
               
      

            	
              3.1.

            	
              The
      Board or the Committees shall have the power to administer the ESOP, all
      as provided by applicable law and in the Company’s incorporation
      documents. Notwithstanding the above, for all intents and purposes
      hereunder, the Board shall automatically have residual authority if no
      Committee shall be constituted or if such Committee shall cease or
      otherwise be unable to operate for any reason. To the extent permitted by
      the applicable law, the Board shall have the right to delegate some or all
      of its authorities hereunder to the
Committee.

            


    

     

    
      	
               
      

            	
              3.2.

            	
              The
      Committee shall select one of its members as its Chairman and shall hold
      its meetings at such times and places, as the Chairman shall determine or
      as otherwise convened in accordance with the incorporation documents of
      the Company. The Committee shall keep records of its meetings and shall
      make such rules and regulations for the conduct of its business, as it
      shall deem advisable.

            


    

     

    
      
        	
                 
      

              	
                3.3.

              	
                The
      Committee shall have the full power and authority, subject to the approval
      of the Board and to the extent permitted under applicable law or under the
      company’s incorporation documents, to: (i) designate Optionees; (ii)
      determine the terms and provisions of the respective Option Agreements
      (which need not be identical), 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 upon occurrence of certain events, 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
      defined in Section 5.6 hereinafter) as to the type of 102 Approved Option;
      and (v) designate the type of Options; (vi) alter any restrictions and
      conditions of any Options or Shares subject to any Options (vii) interpret
      the provisions and supervise the administration of the ESOP; (viii)
      accelerate the right of an Optionee to exercise in whole or in part, any
      previously granted Option; (ix) determine the Purchase Price of the
      Option; (x) prescribe, amend and rescind rules and regulations relating to
      the ESOP in cases specifically set forth hereunder; and (xi) make all
      other determinations deemed necessary or advisable for the administration
      of the ESOP.

              


      

    

     

    
      
         


      

      
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    EMPLOYEE
SHARE OPTION PLAN

    
      
        

      

    

     

    
      	
               
      

            	
              3.4.

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

            


    

     

    
      	
               
      

            	
              3.5.

            	
              The
      interpretation and construction by the Committee of any provision of the
      ESOP or of any Option Agreement thereunder shall be final and conclusive
      unless otherwise determined by the
Board.

            


    

     

    
      	
               
      

            	
              3.6.

            	
              Subject
      to the Company’s incorporation documents, to applicable law, to the
      Company’s decision, and to all approvals legally required, each member of
      the Board or the Committee shall be indemnified and held harmless by the
      Company against any cost or expense (including counsel fees) reasonably
      incurred by such member, 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 ESOP 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 incorporation documents, 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 ESOP as Optionees shall include
      any Employees and/or Non-Employees of the Company or of any Affiliate
      thereof, excluding members of the Board of Directors; provided,
      however,
      that (i) Employee may only be granted 102 Options; and (ii) Non Employees
      may only be granted 3(i) Options.

            


    

     

    
      
        	
                 
      

              	
                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 ESOP or any other option or share plan of
      the Company or any of its
Affiliates.

              


      

       

    

    
      
         


      

      
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    EMPLOYEE
SHARE OPTION PLAN

    
      
        

      

    

     

    
      	
               
      

            	
              4.3.

            	
              Anything
      in the ESOP 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 Company’s incorporation documents or
      any applicable law, 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 ESOP adopted by the
      Board as described in Section 16 below, and shall be conditioned upon the
      approval of this ESOP by the ITA.

            


    

     

    
      	
               
      

            	
              5.3.

            	
              Approved
      102 Option may either be classified as Capital Gain Option (or as CGO) or Ordinary Income
      Option (or as 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 under such Election. Such Election shall become effective
      beginning the first Date of Grant of an Approved 102 Option under such
      Election, and shall remain in effect until the end of the year following
      the year during which the Company first granted Approved 102 Options under
      such Election. 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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    EMPLOYEE
SHARE OPTION PLAN

    
      
        

      

    

     

    
      	
              6.

            	
              TRUSTEE

            


    

     

    
      	
               
      

            	
              6.1.

            	
              Approved
      102 Options which shall be granted under the ESOP 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, shall be allocated or issued
      to the Trustee (and registered in the Trustee’s name in the register of
      members of the Company) 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”). All
      certificates representing Shares issued to the Trustee under the Plan
      shall be deposited with the Trustee along with an authorized copy of each
      relevant Board resolution issuing such Options to purchase Shares to
      Optionees, and shall be held by the Trustee until such time that such
      Shares are released from the aforesaid trust as herein provided. 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 such Optionee 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 provisions
      of 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 duly taken and bona fide executed in relation with the ESOP, or
      any Approved 102 Option or Share granted to him
  thereunder.

            


    

     

    
      
         


      

      
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    EMPLOYEE
SHARE OPTION PLAN

    
      
        

      

    

     

    
      
        	
                7.

              	
                SHARES RESERVED FOR THE ESOP;
      RESTRICTION THEREON

              


      

    

     

    
      	
               
      

            	
              7.1.

            	
              The
      Company has reserved a total of 5,838,000 authorized but unissued Ordinary
      Shares (and/or previously issued Shares (such issued shares, if any, being
      held in trust for such purpose or held as dormant shares by the Company or
      its Affiliates)), for the purposes of the ESOP and for the purposes of any
      other share option plans which have previously been, or may in the future
      be, adopted by the Company, 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 ESOP shall cease to be
      reserved for the purpose of the ESOP, but until termination of the ESOP
      the Company shall at all times reserve sufficient number of Shares to meet
      the requirements of the ESOP. 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 ESOP
      or under the Company’s other share option
plans.

            


    

     

    
      	
               
      

            	
              7.2.

            	
              Each
      Option granted pursuant to the ESOP, shall be evidenced by a written
      Option Agreement between the Company and the Optionee, in such form as the
      Board or the Committee 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 Committee or the Board in its discretion may prescribe,
      provided that they are consistent with this
  ESOP.

            


    

     

    
      	
               
      

            	
              7.3.

            	
              The
      Company, at its sole discretion, may require that, until the consummation
      of an IPO, any Shares issued upon exercise of Options (and securities of
      the Company issued with respect thereto) shall be non voting Shares, or be
      voted by an irrevocable proxy (the ”Proxy”), such Proxy to
      be assigned to the person or persons designated by the Board and to
      provide for the power of such designated person(s) to act, instead of the
      Optionee and on its behalf, with respect to any and all aspects of the
      Optionee’s shareholdings in the Company. The Proxy may be contained in the
      Option Agreement of an Optionee or otherwise as the Committee determines.
      If contained in the Option Agreement, no further document shall be
      required to implement such Proxy, and the signature of the Optionee on the
      Option Agreement shall indicate approval of the Proxy thereby granted.
      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 incorporation documents, any
      agreement, any vote of shareholders or disinterested directors, insurance
      policy or otherwise. Without derogating from the above, with respect to
      Shares issuable upon exercise of Approved 102 Options, such Shares shall
      be voted in accordance with the provisions of Section 102 and of any
      rules, regulations or orders promulgated
  thereunder.

            


    

     

    
      
         


      

      
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    EMPLOYEE
SHARE OPTION PLAN

    
      
        

      

    

     

    
      	
              8.

            	
              PURCHASE
      PRICE

            


    

     

    
      	
               
      

            	
              8.1.

            	
              The
      Purchase Price of each Share subject to an Option shall be determined by
      the Board at its sole and absolute discretion in accordance with
      applicable law, and, if such authority is delegated by the Board to the
      Committee in compliance with the then effective applicable law, it shall
      be subject to any guidelines as may be determined by the Board from time
      to time. Each Option Agreement will contain the Purchase Price determined
      for each Option covered thereby (but in any event, not less than the par
      value of the Share issuable upon exercise
  thereof).

            


    

     

    
      	
               
      

            	
              8.2.

            	
              The
      Purchase Price shall be payable upon the exercise of the Option in a form
      satisfactory to the Committee, including without limitation, by cash or
      check. The Committee 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 ESOP shall be adjusted as hereafter provided, in each
case, subject to the approval of the applicable tax authority, to the extent
required:

    


    
      	
               
      

            	
              9.1.

            	
              In
      the event of Transaction, the unexercised Options then outstanding under
      the ESOP shall be assumed or substituted for options to purchase an
      appropriate number of shares of such class of shares, or other securities
      (as determined by the Company), of the Successor Company (or a parent or
      subsidiary of the Successor Company), per each Share underlying the
      assumed or substituted Option, as were distributed to the holders of
      Shares of the Company per each Share held, in connection with and pursuant
      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 Committee or 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 and at such time in advance as notified to
      the holders of all other Shares which were issued neither upon exercise of
      Options under this ESOP nor upon exercise of options to purchase shares of
      the Company granted under any other share option plans of the
      Company.

            


    

     

    In the
event that any Options shall be substituted (as set forth above), the Options
held by Trustee along with the share certificate (to be transferred to Optionees
upon the exercise of any Option) and any other documents and certificates
pertaining to said Options, shall be substituted as set forth
above.

     

    
      
         


      

      
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    EMPLOYEE
SHARE OPTION PLAN

    
      
        

      

    

     

    
      	
               
      

            	
              9.2.

            	
              Notwithstanding
      the above and subject to any applicable law, the Board shall have full
      power and authority to determine with respect to any Options, that in the
      Option Agreement applicable to such Options there shall be a clause
      instructing that, if, in any such Transaction, the Successor Company (or
      parent or subsidiary of the Successor Company) does not agree to assume or
      substitute any unexercised Options underlying such Option Agreement, the
      Vesting Dates of such Options shall be accelerated so that any such
      unexercised Options that are then unvested shall be immediately vested as
      of the date that is ten (10) days prior to the effective date of the
      Transaction for a 10-day period thereafter (upon expiration of which
      period the Options shall expire).

            


    

     

    Notwithstanding
the above and subject to any applicable law, unless the Board determines
otherwise with respect to certain Option(s), if, in any such Transaction, the
Successor Company (or parent or subsidiary of the Successor Company) does not
agree to assume or substitute for the Options, all unexercised Options shall
expire as of immediately prior to the consummation of the
Transaction.

     

    
      	
               
      

            	
              9.3.

            	
              For
      the purposes of section 9.1 above, an Option shall be considered assumed
      or substituted if, following the Transaction, the assumed or substituted
      Option confers the right to purchase or receive, for each Share underlying
      such an assumed or substituted Option immediately prior to the
      Transaction, the consideration (whether shares, options, cash, or other
      securities or property) received in the Transaction for each Share held by
      holders of Shares of the Company 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
      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
      assumed or substituted Option to be solely 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.

            


    

     

    
      	
               
      

            	
              9.4.

            	
              If
      the Company is voluntarily liquidated or dissolved while unexercised
      Options remain outstanding under the ESOP, 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 unexercised Options will terminate
    immediately.

            


    

     

    
      
         


      

      
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    EMPLOYEE
SHARE OPTION PLAN

    
      
        

      

    

     

    
      	
               
      

            	
              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 ESOP 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
      occurrence of any of the foregoing, the class and aggregate number of
      Shares issuable pursuant to the ESOP (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.

            	
              Except
      as expressly provided herein, no issuance by the Company of shares of any
      class, or securities convertible into shares of any class, shall affect,
      and no adjustment by reason thereof shall be made with respect to, the
      number or price of Shares subject to an
Option.

            


    

     

    
      	
              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.

            


    

     

    
      	
            	
              10.2.

            	
              Options,
      to the extent not previously exercised, shall terminate forthwith upon the
      earlier of: (i) the date set forth in the Option Agreement (unless
      otherwise determined in accordance with the provisions of this ESOP with
      respect to any Option(s), such date shall be ten (10) years from the
      respective Date of Grant); 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.

            


    

     

    
      
         


      

      
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    EMPLOYEE
SHARE OPTION PLAN

    
      
        

      

    

     

    
      	
            	
              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 and any unvested portion of the Optionee’s Option shall revert
      to the ESOP.

            


    

     

    
      	
            	
              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 one hundred and eighty
(180) days after the date of such termination; or-

    

    
      (ii) 
termination is the result of death, Retirement or Disability (each, as
hereinafter defined) 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 or subsequent to 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 and notwithstanding anything herein to the contrary, if
termination of employment or service is for Cause: (i) 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; and (ii) all Shares issued upon exercise of Options shall
be subject to repurchase at their nominal value by the Repurchaser(s) (as
defined in Section 12.3 below), provided
however
that in no case shall the Company provide financial assistance to any other
party to purchase the Shares if doing so is prohibited by law.

     

    
      As used
herein: (i) the term “Disability” means an
Optionee’s inability to perform his/her duties to the Company, or to any of its
Affiliates, for a consecutive period of at least 180 days, by reason of any
medically determinable physical or mental impairment, as determined by a
physician selected by the Optionee and acceptable to the Company; and (ii) the
term “Retirement” means
an Optionee's retirement pursuant to applicable law or in accordance with the
terms of any tax-qualified retirement plan maintained by the Company or any of
its Affiliates in which the Optionee participates.

    

     

    
      
         


      

      
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    EMPLOYEE
SHARE OPTION PLAN

    
      
        

      

    

     

    
      	
            	
              10.6.

            	
              To
      avoid doubt, the Optionees shall not be deemed owners of the Shares
      issuable upon the exercise of Options and 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 part of an Option, 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 ESOP, but in case of Options and Shares held by the
      Trustee, subject to the provisions of Section 6 of the
    ESOP.

            


    

     

    
      	
            	
              10.7.

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

            


    

     

    
      	
            	
              10.8.

            	
              The
      inability of the Company to obtain authority from any regulatory body
      having jurisdiction, which authority is deemed by the Company to be
      necessary to the lawful issuance and sale of any Shares hereunder, shall
      relieve the Company of any liability in respect of the failure to issue or
      sell such Shares as to which such requisite authority shall not have been
      obtained.

            


    

     

    
      	
            	
              10.9.

            	
              With
      respect to Unapproved 102 Options, 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, regulations or orders promulgated
      thereunder.

            


    

     

    
      	
              11.

            	
              VESTING OF
      OPTIONS

            


    

     

    
      	
            	
              11.1.

            	
              Subject
      to the provisions of the ESOP, each Option shall vest and become
      exercisable commencing on the Vesting Date thereof, as determined by the
      Board, for the number of Shares as shall be provided in the Option
      Agreement. However, no Option shall be exercisable after the Expiration
      Date. Unless otherwise determined in accordance with the provisions of
      this ESOP with respect to any, some or all Options, each Option shall vest
      and become exercisable over a 4-year period from its Date of Grant,
      according to the following: One quarter of the shares shall vest on the
      first anniversary of the Date of Grant. The balance shall vest over the
      sequential three years, quarterly, in twelve equal portions, with each
      6.25% of such Option becoming vested and exercisable on the last day of
      each quarter  provided,
      however,
      that the Option Agreement may specify differently, and that the Committee,
      in its absolute discretion, may, on such terms and conditions as it may
      determine to be appropriate, accelerate or otherwise change the time at
      which such Option or any portion thereof may be exercised. The Option may
      contain other provisions with respect to any Option and any Option need
      not be the same as the provisions with respect to any other
      Option.

            


    

     

    
      
         


      

      
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    EMPLOYEE
SHARE OPTION PLAN

    
      
        

      

    

     

    
      	  	
              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 Committee may deem appropriate. The
      vesting provisions of individual Options may
  vary.

            


    

     

    
      
        	
                12.

              	
                SHARES SUBJECT
      TO RIGHT OF FIRST REFUSAL AND BRING
  ALONG

              


      

    

     

    
      	  	
              12.1.

            	
              Notwithstanding
      anything to the contrary in the incorporation documents of the Company,
      none of the Optionees shall have a right of first refusal in relation with
      any Sale (as hereinafter defined) of shares in the
  Company.

            


    

     

    
      	  	
              12.2.

            	
              Unless
      otherwise determined by the Committee, until such time as the Company
      completes an IPO or a Transaction, an Optionee shall not have the right to
      effect a Sale of Shares issued upon the exercise of an Option within six
      (6) months and one day of the date of the later of the exercise of such
      Option or the issuance of such Shares (if such an issuance is not made
      immediately upon exercise).

            


    

     

    
      	  	
              12.3.

            	
              Sale,
      transfer, assignment or other disposal (collectively, “Sale”)
      of Shares issuable upon the exercise of an Option shall be subject to the
      right of first refusal of other shareholders of the Company as set forth
      in the Certificate of Incorporation or Bylaws of the Company or in any
      agreement among the Company and all or substantially all of its
      shareholders. In the event that neither the Certificate of Incorporation
      or Bylaws of the Company nor any such agreement shall provide for
      applicable rights of first refusal, then, 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 a
      right of first refusal on the part of the Repurchaser(s), as
      follows:

            


    

     

    
      	
               
      

            	
              (a)

            	
              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 unanimous decision of the Board; or (iii) if no
      decision is reached by the Board, then the Company’s existing shareholders
      (save, for avoidance of doubt, for other Optionees who already exercised
      their Options), pro rata in accordance with their respective shareholdings
      in the Company’s issued and outstanding share capital, on an as-converted
      basis.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Optionee shall give a notice of Sale (hereinafter the “Notice”) to the Company
      in order to offer the Shares to the Repurchaser(s). The Company will
      forward the Notice to the applicable
  Repurchaser(s).

            


    


    
      
         


      

      
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    EMPLOYEE
SHARE OPTION PLAN

    
      
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              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 (if the Repurchaser(s) are
      shareholders of the Company, then such entitlement shall be on a pro rata
      basis, based on their respective holdings in the Company’s issued and
      outstanding share capital, on an as-converted
  basis).

            


    

    
      	
               
      

            	
               (d)

            	
              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
      the Shares so remained unpurchased, at any time during the ninety (90)
      days following the end of the Notice Period on terms not more favorable to
      the Proposed Transferee 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 ESOP by the
      Optionee that is not made in accordance with the ESOP or the Option
      Agreement shall be null and void.

            


    

    


    
      	
               
      

            	
              (e)

            	
              If
      the consideration to be paid for the Shares is not cash, the value of the
      consideration shall be determined in good faith by the Board, and if the
      Company cannot for any reason pay for the Shares in the form of non-cash
      consideration, the Company may pay the cash equivalent thereof, as
      determined by the Board.

            


    

     

    
      	
            	
              12.4.

            	
              Prior
      to an IPO, and in addition to the right of first refusal, any transfer of
      Shares by an Optionee shall require the Board’s approval as to the
      identity of the transferee and as required under the Company’s Certificate
      of Incorporation or Bylaws. The Board may refuse to approve the transfer
      of Shares to any competitor of the
Company.

            


    

     

    
      
         


      

      
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    EMPLOYEE
SHARE OPTION PLAN

    
      
        

      

    

     

    
      	
            	
              12.5.

            	
              Anything
      herein to the contrary notwithstanding, the Optionees shall be bound by
      the “bring along” provisions of the Company’s Certificate of Incorporation
      and/or Bylaws and/or any agreement among the Company and all or
      substantially all of its shareholders, as in effect from time to time, and
      in the event that neither the Certificate of Incorporation or Bylaws of
      the Company nor any such agreement shall provide for such "bring along"
      provision, then, unless otherwise determined by the Board, until such time
      as the Company shall complete an IPO, in the event that shareholders
      holding  60% of the Company’s share capital (“Proposing Holders”),
      elect to sell all of their equity securities in the Company to a third
      party, or agree to merge or consolidate the Company with or into another
      entity, and such sale or merger is conditioned upon the sale of all
      remaining stock of the Company to such third party, or to the agreement of
      all of the shareholders, the Optionees shall be required, if so demanded
      by the Proposing Holders, to sell or transfer all of their equity
      securities in the Company to such third party at the same price and upon
      the same terms and conditions as the Proposing
  Holders.

            


    

     

    Anything
herein to the contrary notwithstanding, if, prior to the completion of the IPO,
a Transaction is consummated pursuant to which all or substantially all of the
shares of the Company are sold, or exchanged for securities of another company,
then each Optionee shall be obliged to sell or exchange (in accordance with the
value of the Optionee’s Shares pursuant to the terms of the Transaction), as the
case may be, any Shares such Optionee purchased under the ESOP, and perform any
action and/or execute any document required in order to effectuate such
Transaction, all in accordance with the instructions issued by the Board in
connection with the Transaction, whose determination shall be
final.

     

    
      	
              13.

            	
              PURCHASE FOR INVESTMENT;
      LIMITATIONS UPON IPO;
REPRESENTATIONS

            


    

     

    
      	
            	
              13.1.

            	
              The
      Company’s obligation to issue or allocate Shares upon exercise of an
      Option granted under the ESOP is expressly conditioned upon: (a) the
      Company’s completion of any registration or other qualifications of such
      Shares under all applicable laws, rules and regulations or (b)
      representations and undertakings by the Optionee (or his legal
      representative, heir or legatee, in the event of the Optionee’s death) to
      assure that the sale of the Shares complies with any registration
      exemption requirements which the Company in its sole discretion shall deem
      necessary or advisable. Such required representations and undertakings may
      include representations and agreements that such Optionee (or his legal
      representative, heir, or legatee): (a) is purchasing such Shares for
      investment and not with any present intention of selling or otherwise
      disposing thereof; and (b) agrees to have placed upon the face and reverse
      of any certificates evidencing such Shares a legend setting forth (i) any
      representations and undertakings which such Optionee has given to the
      Company or a reference thereto and (ii) that, prior to effecting any sale
      or other disposition of any such Shares, the Optionee must furnish to the
      Company an opinion of counsel, satisfactory to the Company, that such sale
      or disposition will not violate the applicable laws, rules, and
      regulations, whether of the State of Israel or of the United States or any
      other State or country  having or that shall have jurisdiction
      over the Company and the Optionee.

            


    

     

    
      
         


      

      
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    EMPLOYEE
SHARE OPTION PLAN

    
      
        

      

    

     

    
      	
            	
              13.2.

            	
              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.

            


    

     

    
      	
            	
              13.3.

            	
              Upon
      the grant of Options to an Optionee or the issuance of Shares upon the
      exercise thereof, the Company shall obtain from such the representations
      and undertakings as follows:

            


    

     

    
      	
               
      

            	
              (a)

            	
              That
      the Optionee is familiar with the Company, its activity and its financial
      and commercial forecast, and that the Optionee knows that there is no
      certainty that the exercise of the Options will be financially worthwhile.
      The Optionee hereby undertakes not to have any claim against the Company
      or any of its directors, employees, shareholders or advisors if it
      emerges, at the time of exercising the Options, that the Optionee’s
      investment in the Company‘s Shares was not worthwhile, for any reason
      whatsoever.

            


    

     

    
      	
               
      

            	
              (b)

            	
              That
      the Optionee knows that his rights regarding the Options and the Shares
      are subject for all intents and purposes to the instructions of the
      Company’s documents of incorporation and to the agreements of the
      shareholders in the Company.

            


    

     

    
      	
               
      

            	
              (c)

            	
              That
      the Optionee knows that in addition to the allocations set forth above,
      the Company has allocated and/or is entitled to allocate Options and
      Shares to other employees and other people, and the Optionee shall have no
      claim regarding such allocations, their quantity, the relationship among
      them and between them and the other shareholders in the Company,
      exercising of the options or any matter related to or stemming from
      them.

            


    

     

    
      	
               
      

            	
              (d)

            	
              That
      the Optionee knows that neither the ESOP nor the grant of Option or Shares
      thereunder shall impose any obligation on the Company to continue the
      engagement of the Optionee, and nothing in the ESOP or in any Option or
      Shares granted pursuant thereto shall confer upon any Optionee any right
      to continue being engaged by the Company, or restrict the right of the
      Company to terminate such engagement at any
  time.

            


    

     

    
      
         


      

      
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    EMPLOYEE
SHARE OPTION PLAN

    
      
        

      

    

     

    
      	
              14.

            	
              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,
but in any event, subject to any and all rights attached to the class of Shares
issued pursuant to exercise of any Option, the Optionee shall be entitled to
receive dividends in accordance with the quantity of such Shares, subject to the
provisions of the Company’s Incorporation documents (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.

     

    
      	
              15.

            	
              RESTRICTIONS ON ASSIGNABILITY
      AND SALE OF OPTIONS

            


    

     

    
      	
            	
              15.1.

            	
              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, except as specifically allowed under the ESOP, 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.

     

    
      	
            	
              15.2.

            	
              Notwithstanding
      anything to the contrary in this ESOP, so 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 (in which case such transfer shall be conditional
      upon the transferee’s agreement in writing to be bound by the terms and
      conditions on which the Optionee held the same, including, without
      limitation, the ESOP and the respective Option
  Agreement).

            


    

     

    
      	
              16.

            	
              EFFECTIVE DATE AND DURATION OF
      THE ESOP

            


    

     

    The ESOP
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, unless terminated
earlier in accordance with Section 17 hereof. Notwithstanding the foregoing, and
unless otherwise determined, the provisions of the ESOP shall survive the
termination hereof and shall remain in full force and effect only with respect
to (i) outstanding Options – until expiration of such Options, or (ii) with
respect to Shares issued pursuant to the ESOP – until the time by which such
Shares are no longer subject to the provisions hereof.

     

    
      	
              17.

            	
              AMENDMENTS OR
      TERMINATION

            


    

     

    The Board
may at any time, but when applicable, after consultation with the Trustee,
amend, alter, suspend or terminate the ESOP. No amendment, alteration,
suspension or termination of the ESOP 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 ESOP shall not affect the Board’s or the Committee’s ability
to exercise the respective powers granted to them hereunder with respect to
Options granted under the ESOP prior to the date of such
termination.


    
      
         


      

      
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    EMPLOYEE
SHARE OPTION PLAN

    
      
        

      

    

     

    
      	
              18.

            	
              GOVERNMENT
      REGULATIONS

            


    

     

    The ESOP,
and the grant 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 of
any other State having jurisdiction over the Company and the Optionee,
including, without limitation, 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.

     

    
      	
              19.

            	
              CONTINUANCE OF EMPLOYMENT OR
      HIRED SERVICES

            


    

     

    Neither
the ESOP nor the Option Agreement with the Optionee shall impose any obligation
on the Company or an Affiliate thereof, to continue any Optionee in its
employment or service retention, and nothing in the ESOP or in any Option
granted pursuant thereto shall confer upon any Optionee any right to continue in
the employment 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.

     

    
      	
              20.

            	
              GOVERNING LAW &
      JURISDICTION

            


    

     

    The ESOP
shall be governed by and construed and enforced solely 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 ESOP.

     

    
      
        	
                21.

              	
                INTEGRATION OF SECTION 102 AND
      TAX COMMISSIONER’S
PERMIT

              


      

    

     

    
      	
            	
              21.1.

            	
              With
      regard to 102 Options, the provisions of the ESOP and/or the Option
      Agreement shall be subject to the provisions of Section 102 and the Income
      Tax Rules (Tax Relieves for Grants of Shares to Employees), 2003-5763 and
      the Income Tax Commissioner’s permit, and the said provisions and permit
      shall be deemed an integral part of the ESOP and of the Option
      Agreement.

            


    

     

    
      	
            	
              21.2.

            	
              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 ESOP or the Option Agreement,
      shall be considered binding upon the Company and the
      Optionees.

            


    

     

    
      
        	
                22.

              	
                TAX
      CONSEQUENCES

              


      

       

      
        	
              	
                22.1.

              	
                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, including but not limited to National Insurance payments and
      income tax, 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
      or other compulsory payment deriving from any payment made to the
      Optionee.

              


      

    

     

    
      
         


      

      
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    EMPLOYEE
SHARE OPTION PLAN

    
      
        

      

    

     

    
      	
            	
              22.2.

            	
              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.

            


    

     

    
      	
            	
              22.3.

            	
              To
      the extent provided by the terms of an Option Agreement, the Optionee may
      satisfy any tax withholding obligation relating to the exercise or
      acquisition of Shares under an Option by any of the following means (in
      addition to the Company’s right to withhold from any compensation paid to
      the Optionee by the Company) or by a combination of such means: (i)
      tendering a cash payment; (ii) subject to the Committee’s approval (on or
      prior to the payment date), after consultation with the Company’s
      accountants, authorizing the Company to withhold Shares from the Shares
      otherwise issuable to the Optionee as a result of the exercise or
      acquisition of Shares under the Option in an amount not to exceed the
      minimum amount of tax required to be withheld by law; or (iii) subject to
      Committee approval (on or prior to the payment date), after consultation
      with the Company’s accountants, delivering to the Company owned and
      unencumbered Shares; provided
      that Shares acquired on exercise of Options have been held for at least 6
      months from the date of exercise.

            


    

     

    
      	
              23.

            	
              NON-EXCLUSIVITY OF THE
      ESOP

            


    

     

    The
adoption of the ESOP 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
to purchase shares of the Company otherwise than under the ESOP, 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.

     

    
      	
              24.

            	
              MULTIPLE
      AGREEMENTS

            


    

     

    The terms
of each Option may differ from other Options granted under the ESOP 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 ESOP, either in addition to, or in
substitution for, one or more Options previously granted to that
Optionee.


    
      
         


      

      
        Page 21
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