EXHIBIT
10.2(b)

    EMPLOYEE
SHARE PLAN 

      
        

      

    

     

    SODASTREAM
INTERNATIONAL LTD.

     

    THE
2010 EMPLOYEE SHARE OPTION PLAN

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EMPLOYEE
SHARE PLAN 

      
        

      

    

     

    PREFACE

     

    This
plan, as amended from time to time, shall be known as the “SodaStream
International Ltd. 2010 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, directors, consultants, service providers and any other entity which
the Board or the Committee (as defined below) 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 obtain shares of the Company, pursuant to the
ESOP.

     

    
      	
              2.

            	
              DEFINITIONS

            


    

     

    For
purposes of the ESOP and related documents, including the applicable Award
agreements, 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 Award”
      means an Award granted pursuant to Section 102(b) of the Ordinance and
      held in trust by a Trustee for the benefit of the Participant, to the
      extent applicable.

            


    

     

    
      	
               
      

            	
              2.3.

            	
              “Award” means an Option,
      Restricted Share, Restricted Share Unit or Share Appreciation
      Right.

            


    

     

    
      	
               
      

            	
              2.4.

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

            


    

     

    
      	
               
      

            	
              2.5.

            	
              “Capital Gain Option” or
      “CGO” as defined
      in Section 5.4 below.

            


    

     

    
      	
               
      

            	
              2.6.

            	
              “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
      Participant’s direct supervisor, which involves the business of the
      Company or its Affiliates and which was capable of being lawfully
      performed by the Participant; (iii) embezzlement or theft of funds of the
      Company or its Affiliates; (iv) any breach of the Participant’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 the Participant) that constitute a
      “cause” for termination of the relationship in any agreement setting forth
      the relationship (employment, service provider or otherwise) between the
      Company (or its Affiliates) and such Participant, or any law or judicial
      decision.

            


    

     

    
      
         


      

      
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    EMPLOYEE
SHARE PLAN 

      

    

     

    
      	
               
      

            	
              2.7.

            	
              “Chairman” means the
      chairman of the Committee.

            


    

     

    
      	
               
      

            	
              2.8.

            	
              “Committee” means the
      compensation committee appointed by the Board which shall consist only of
      members of the Board.

            


    

     

    
      	
               
      

            	
              2.9.

            	
              “Company” means
      SodaStream International Ltd., a corporation incorporated under the laws
      of the state of Israel, registration number
  513951251.

            


    

     

    
      	
            	
              2.10.

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

            


    

     

    
      	
            	
              2.11.

            	
              “Date of Grant” means,
      the date of grant of an Award, as determined by the Committee, the Board
      and/or the shareholders of the Company as required by applicable law, and
      set forth in the Participant’s Award
Agreement.

            


    

     

    
      	
            	
              2.12.

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

            


    

     

    
      	
            	
              2.13.

            	
              “ESOP” means as defined
      in the preface hereto.

            


    

     

    
      	
            	
              2.14.

            	
              “Expiration Date” means
      the date upon which an Option or Share Appreciation Right shall expire, as
      set forth in Section 8.6 of the
ESOP.

            


    

     

    
      	
            	
              2.15.

            	
              “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 NASDAQ, 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
      applicable date, 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;

            


    

     

    
      
         


      

      
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    EMPLOYEE
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              (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 applicable
      date, or;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Notwithstanding
      the foregoing, if there is no such reported price for the Shares for the
      date in question under (i) or (ii) above, then the closing sales price, or
      the mean between the high bid and low asked prices, as applicable, on the
      last preceding date for which such price exists shall be determinative of
      Fair Market Value.

            


    

     

    
      	
               
      

            	
              (iv)

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

            


    

     

    
      	
            	
              2.16.

            	
              “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.

            


    

     

    
      	
            	
              2.17.

            	
              “ITA” means the Israeli
      Tax Authorities.

            


    

     

    
      	
            	
              2.18.

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

            


    

     

    
      	
            	
              2.19.

            	
              “Ordinary Income Option”
      or “OIO” as
      defined in Section 5.5 below.

            


    

     

    
      	
            	
              2.20.

            	
              “Option” means an option
      to purchase one or more Shares of the Company granted pursuant to Sections
      4 and 8 below.

            


    

     

    
      	
            	
              2.21.

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

            


    

     

    
      	
            	
              2.22.

            	
              “3(i) Award” means an
      Award granted in accordance with and subject to Section 3(i) of the
      Ordinance to any person who is Non-
Employee.

            


    

     

    
      
        	
              	
                2.23.

              	
                “Participant Option Agreement”
      means
      a written document, the form(s) of which shall be approved from time to
      time by the Committee, reflecting the terms of Option(s) granted under the
      ESOP and including any document attached to such
  agreement.

              


      

    

     

    
      	
            	
              2.24.

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

            


    

     

    
      
         


      

      
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    EMPLOYEE
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              2.25.

            	
              “Participant” means any
      holder of one or more Awards or Shares issued pursuant to an Award under
      the ESOP.

            


    

     

    
      	
            	
              2.26.

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

            


    

     

    
      	
            	
              2.27.

            	
              “Restricted Shares”
      means Shares acquired pursuant to a right to purchase Shares granted
      pursuant to Sections 4 and 9 below.

            


    

     

    
      	
            	
              2.28.

            	
              “Restricted Share Purchase
      Agreement” means a written document, the form(s) of which shall be
      approved from time to time by the Committee, reflecting the terms of
      Restricted Shares granted under the ESOP and includes any documents
      attached to such agreement.

            


    

     

    
      	
            	
              2.29.

            	
              “Restricted Share Unit”
      means a bookkeeping entry representing one (1) Share granted pursuant to
      Sections 4 and 9 below.

            


    

     

    
      	
            	
              2.30.

            	
              “Restricted Share Unit
      Agreement” means a written document, the form(s) of which shall be
      approved from time to time by the Committee, reflecting the terms of
      Restricted Share Unit(s) granted under the ESOP and including any document
      attached to such agreement.

            


    

     

    
      	
            	
              2.31.

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

            


    

     

    
      	
            	
              2.32.

            	
              “Share” means an ordinary
      share of the Company, 0.645 NIS par value each or any other class of
      shares of the Company, as the Company may
  decide.

            


    

     

    
      	
            	
              2.33.

            	
              “Share Appreciation
      Right” or “SAR” means a Share
      appreciation right granted pursuant to Sections 4 and 8
      below.

            


    

     

    
      	
            	
              2.34.

            	
              “Share Appreciation Right
      Agreement” means a written document, the form(s) of which shall be
      approved from time to time by the Committee, reflecting the terms of Share
      Appreciation Right granted under the ESOP and including any document
      attached to such agreement.

            


    

     

    
      	
            	
              2.35.

            	
              “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.

            


    

     

    
      	
            	
              2.36.

            	
              “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
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              2.37.

            	
              “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.

            


    

     

    
      	
            	
              2.38.

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

            


    

     

    
      	
            	
              2.39.

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

            


    

     

    
      	
            	
              2.40.

            	
              “Vesting Dates” means,
      with respect to any Option or Share Appreciation Rights, the date as of
      which the Participant shall be entitled to exercise such Option or Share
      Appreciation Right, as set forth in Section 8.13 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 and its charter. 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 to the extent permitted
      under applicable law or under the Company’s incorporation documents, to:
      (i) designate Participants; (ii) determine the terms and provisions of the
      respective Award agreements (which need not be identical), including, but
      not limited to, the number of Shares or unites to be covered by each
      Award, provisions concerning the vesting of Awards, the time and the
      extent to which the Options or Share Appreciation Rights 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, (iii) cancel or suspend Awards, as necessary; (iv)
      determine the Fair Market Value of the Shares; (v) make an Election (as
      defined in Section 5.6 hereinafter) as to the type of 102 Approved Option;
      and (vi) designate the type of Options; (vii) alter any restrictions and
      conditions of any Awards or Shares subject to any Awards, (viii) interpret
      the provisions and supervise the administration of the ESOP; (ix)
      accelerate the vesting of any Award or right of a Participant to exercise
      in whole or in part, any previously granted Option or Share Appreciation
      Right; (x) determine the Purchase Price of an Option or Share Appreciation
      Right; (xi) prescribe, amend and rescind rules and regulations relating to
      the ESOP in cases specifically set forth hereunder; and (xii) make all
      other determinations deemed necessary or advisable for the administration
      of the ESOP.

              


      

    

     

    
      
         


      

      
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              3.4.

            	
              Subject
      to the Company’s incorporation documents and applicable law, 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 Award to be granted to that member, except
      as required by applicable law. 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 Award 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 shall include any Employees
      and/or Non-Employees; provided,
      however,
      that Employees subject to Israeli tax legislation may only be granted 102
      Awards and other Employees and Non Employees may be granted other
      Awards.

            


    

     

    
      
        	
                 
      

              	
                4.2.

              	
                The
      grant of an Award hereunder shall neither entitle the Participant to
      participate nor disqualify the Participant from participating in, any
      other grant of Awards pursuant to the ESOP or any other option or equity
      incentive plan of the Company or any of its
  Affiliates.

              


      

    

     

    
      
         


      

      
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              4.3.

            	
              Anything
      in the ESOP to the contrary notwithstanding, all grants of Awards 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 Awards granted to Employees pursuant to Section 102
      as Unapproved 102 Awards or Approved 102 Awards or in the case of
      employees subject to a non Israeli tax legislation, may designate Awards
      that fit criteria under such applicable tax
  legislation.

            


    

     

    
      	
               
      

            	
              5.2.

            	
              The
      grant of Approved 102 Awards shall be made under this ESOP and shall be
      conditioned upon the approval of this ESOP by the
  ITA.

            


    

     

    
      	
               
      

            	
              5.3.

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

            


    

     

    
      	
               
      

            	
              5.4.

            	
              Approved
      102 Award elected and designated by the Company to qualify under the
      capital gain tax treatment in accordance with the provisions of Section
      102(b)(3) shall be referred to herein as CGO.

            


    

     

    
      	
               
      

            	
              5.5.

            	
              Approved
      102 Award 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 Award as CGO or OIO granted
      to Employees (the “Election”), shall be
      appropriately filed with the ITA before the first Date of Grant of an
      Approved 102 Award under such Election. Such Election shall become
      effective beginning the first Date of Grant of an Approved 102 Award under
      such Election, and shall remain in effect at least until the end of the
      year following the year during which the Company first granted Approved
      102 Awards under such Election. The Election shall obligate the Company to
      grant only the
      type of Approved 102 Award it has elected, and shall apply to all
      Participants who were granted Approved 102 Awards 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 Awards
      simultaneously.

            


    

     

    
      
        	
                 
      

              	
                5.7.

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

              


      

    

     

    
      
         


      

      
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              5.8.

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

            


    

     

    
      	
              6.

            	
              TRUSTEE

            


    

     

    
      	
               
      

            	
              6.1.

            	
              Approved
      102 Awards which shall be granted under the ESOP and/or any Shares
      allocated or issued upon exercise of such Approved 102 Awards 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 Participant 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 or Committee resolution issuing such Options to purchase
      Shares to Participants, 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 Awards 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 Participant’s tax liabilities arising from Approved
      102 Options which were granted to such Participant 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 Participant shall not sell or release from trust any Share
      received upon the exercise of an Approved 102 Award 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 Participant.

            


    

     

    
      	
               
      

            	
              6.4.

            	
              Upon
      receipt of Approved 102 Award, the Participant 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 Award or Share granted to him
  thereunder.

            


    

     

    
      
         


      

      
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    EMPLOYEE
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              7.

            	
              SHARES RESERVED FOR THE ESOP;
      RESTRICTION THEREON

            


    

     

    
      	
               
      

            	
              7.1.

            	
              The
      Board shall resolve from time to time to reserve a sufficient number of
      authorized but unissued 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 equity incentive plan which have
      previously been, or may in the future be, adopted by the Company, subject
      to adjustment as set forth in Section 10
below.

            


    

     

    
      	
               
      

            	
              7.2.

            	
              Any
      Shares which remain unissued and which are not subject to the outstanding
      Awards 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. If an Award should expire or become unexercisable for any
      reason without having been exercised in full, or is surrendered pursuant
      to an exchange program, the unpurchased Shares that were subject thereto
      shall, unless the ESOP shall have been terminated, become available for
      future grant under the ESOP.  In addition, any Shares which are
      retained by the Company upon exercise of an Award in order to satisfy the
      exercise or purchase price for such Award or any withholding taxes due
      with respect to such Award shall be treated as not issued and shall
      continue to be available under the ESOP.  Shares issued under
      the ESOP and later repurchased by the Company for the original exercise or
      purchase price paid for the Shares shall become available for future grant
      under the ESOP.  Shares issued under the ESOP and later
      repurchased by the Company pursuant to any other repurchase right that the
      Company may have shall not be available for future grant under the
      ESOP.

            


    

     

    
      	
               
      

            	
              7.3.

            	
              Each
      Award granted pursuant to the ESOP, shall be evidenced by a written Award
      agreement between the Company and the Participant, in such form as the
      Board or the Committee shall from time to time
  approve.

            


    

     

    
      	
              8.

            	
              OPTIONS AND SHARE APPRECIATION
      RIGHTS

            


    

     

    
      	
               
      

            	
              8.1.

            	
              The
      Purchase Price of each Share subject to an Option or Share Appreciation
      Right shall be determined by the Board or the Committee 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
      or Share Appreciation Right Agreement will contain the Purchase Price
      determined for each Option or Share Appreciation Right covered thereby
      (but in any event, not less than the par value of the Share issuable upon
      exercise thereof).

            


    

     

    
      
         


      

      
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    EMPLOYEE
SHARE PLAN 

      

    

     

    
      	
               
      

            	
              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 designated in the currency specified in the Option Agreement. 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 determined by the
      Company and specified in the Option Agreement or Share Appreciation Right
      Agreement.

            


    

     

    
      	
               
      

            	
              8.4.

            	
              Options
      and Share Appreciation Right shall be exercised by the Participant 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.  The notice shall specify the number of Shares with respect
      to which the Option or Share Appreciation Right is being
      exercised.  The exercise of Options 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.

            


    

     

    
      	
               
      

            	
              8.5.

            	
              Upon
      exercise of a Share Appreciation Right, the Participant (or any person
      having the right to exercise the Share Appreciation Right) shall receive
      from the Company (i) Shares, (ii) cash or (iii) any combination of Shares
      and cash, as the Committee shall determine on or prior to the Date of
      Grant of the Share Appreciation Right, in its sole
      discretion.  The amount of cash and/or the Fair Market Value of
      Shares received upon exercise of Share Appreciation Rights shall, in the
      aggregate, be equal to the amount by which the Fair Market Value (on the
      date of exercise) of the Shares subject to the Share Appreciation Rights
      exceeds the Purchase Price of those
Shares.

            


    

     

    
      	
               
      

            	
              8.6.

            	
              Options
      and Share Appreciation Right, to the extent not previously exercised,
      shall terminate forthwith upon the earlier of: (i) the date set forth in
      the Option Agreement or Share Appreciation Right Agreement (unless
      otherwise determined in accordance with the provisions of this ESOP with
      respect to any Option(s) or Share Appreciation Right(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 8.9 below.

            


    

     

    
      	
               
      

            	
              8.7.

            	
              The
      Options or Share Appreciation Rights may be exercised by the Participant
      in whole at any time or in part from time to time, to the extent that the
      Options or Share Appreciation Rights become vested and exercisable, prior
      to the Expiration Date, and provided
      that, subject to the provisions of Section 8.9 below, the Participant 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
      or Share Appreciation Right and ending upon the date of
      exercise.

            


    

     

    
      
         


      

      
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    EMPLOYEE
SHARE PLAN 

      

    

     

    
      	
               
      

            	
              8.8.

            	
              Subject
      to the provisions of Section 8.9 below, in the event of termination of
      Participant’s employment or services, with the Company or any of its
      Affiliates, all Options or Share Appreciation Rights granted to such
      Participant will immediately expire. A notice of termination of employment
      or service shall be deemed to constitute termination of employment or
      service for the purposes of Option or Share Appreciation Right grants made
      under the ESOP. For the avoidance of doubt, in case of such termination of
      employment or service, the unvested portion of the Participant’s Option or
      Share Appreciation Right shall not vest and shall not become exercisable
      and any unvested portion of the Participant’s Option or Share Appreciation
      Right shall revert to the ESOP.

            


    

     

    
      	
               
      

            	
              8.9.

            	
              Notwithstanding
      anything to the contrary hereinabove and unless otherwise determined in
      the Participant’s Option Agreement or Share Appreciation Right Agreement,
      an Option or Share Appreciation Right may be exercised after the date of
      termination of a Participant'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 or
      SARs, if:

            


    

     

    
      	
               
      

            	
              (i)

            	
              termination
      is voluntary, in which event any Vested Option or SAR still in force and
      unexpired may be exercised within a period of one hundred eighty (180)
      days months after the date of such termination;
  or-

            


    

    
      	
               
      

            	
              (ii)

            	
              termination
      is by the Company, without Cause, in which event any Vested Option or SAR
      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-

            


    

    
      	
               
      

            	
              (iii)

            	
              termination
      is the result of death, Retirement or Disability (each, as hereinafter
      defined) of the Participant, in which event any Vested Option or SAR still
      in force and unexpired may be exercised within a period of twelve (12)
      months after the date of such termination; or
-

            


    

    
      	
               
      

            	
              (iv)

            	
              prior
      or subsequent to such termination, the Board or the Committee shall
      authorize an extension of the terms of all or part of the Vested Options
      or SARs beyond the date of such termination for a period not to exceed the
      period during which the Options or Share Appreciation Rights 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 or Share Appreciation Right (whether vested or non-vested),
will immediately expire and terminate, and the Participant shall not have any
right in connection to such outstanding Options or Share Appreciation Rights;
and (ii) all Shares issued upon exercise of Options or Share Appreciation Rights
shall be subject to repurchase at their nominal value by the Repurchaser(s) (as
defined in Section 11.3 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.


    
      
         


      

      
        page 12 of
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    EMPLOYEE
SHARE PLAN 

      

    

    


    As used
herein: (i) the term “Disability” means a
Participant’s inability to perform his/her duties to the Company, or to any of
its Affiliates, for a consecutive period of at least one hundred and eighty
(180) days, by reason of any medically determinable physical or mental
impairment, as determined by a physician selected by the Participant and
acceptable to the Company; and (ii) the term “Retirement” means a
Participant'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 Participant participates.

     

    
      	
            	
              8.10.

            	
              To
      avoid doubt, the Participants shall not be deemed owners of the Shares
      issuable upon the exercise of Options or Share Appreciation Rights 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 or Share Appreciation Right, until registration of the
      Participant as holder of such Shares in the Company’s register of
      shareholders  upon exercise of the Option or Share Appreciation
      Right 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.

            


    

     

    
      	
            	
              8.11.

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

            


    

     

    
      	
            	
              8.12.

            	
              With
      respect to Unapproved 102 Awards, if the Participant ceases to be employed
      by the Company or any Affiliate, the Participant shall extend to the
      Company and/or its Affiliate a security or guarantee for the payment of
      tax due at the time of Sale of Shares (if any), all in accordance with the
      provisions of Section 102 and the rules, regulations or orders promulgated
      thereunder.

            


    

     

    
      	
            	
              8.13.

            	
              Subject
      to the provisions of the ESOP, each Option or Share Appreciation Right
      shall vest and become exercisable commencing on the Vesting Date thereof,
      as determined by the Board or the Committee, for the number of Shares as
      shall be provided in the Option Agreement or Share Appreciation Right
      Agreement. However, no Option or Share Appreciation Right shall be
      exercisable after the Expiration Date. Unless determined otherwise in
      accordance with the provisions of this ESOP with respect to any, some or
      all Options or Share Appreciation Rights, each Option or Share
      Appreciation Right shall vest and become exercisable over a four (4)-year
      period from its Date of Grant, according to the following: One quarter
      (1/4) shall vest on the first anniversary of the Date of Grant, with the
      balance vesting over the sequential three (3) years, quarterly, in twelve
      (12) equal portions, with each six and one quarter percent (6.25%) of such
      Option or Share Appreciation Right becoming vested and exercisable on the
      last day of each quarter  provided,
      however,
      that the Option Agreement or Share Appreciation Right 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, Share
      Appreciation Right or any portion thereof may be exercised. The Option or
      Share Appreciation Right may contain other provisions with respect to any
      Option or Share Appreciation Right and any Option or Share Appreciation
      Right need not be the same as the provisions with respect to any other
      Option or Share Appreciation Right.

            


    

     

    
      
         


      

      
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    EMPLOYEE
SHARE PLAN 

      

    

     

    
      	
            	
              8.14.

            	
              The
      Committee shall have the discretion to determine whether and to what
      extent the vesting of Options or Share Appreciation Rights shall be tolled
      during any leave of absence; provided, however, that in the absence of
      such determination, such lapsing shall not be tolled during any unpaid
      leave (unless otherwise required by applicable laws, regulations or
      rules).

            


    

     

    
      	
            	
              8.15.

            	
              An
      Option or Share Appreciation Right 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 or
      Share Appreciation Rights may vary.

            


    

     

    
      	
            	
              8.16.

            	
              Within
      the limitations of the ESOP and subject to applicable law, the Committee
      may modify, extend or assume outstanding Options or Share Appreciation
      Rights or may accept the cancellation of outstanding Options or Share
      Appreciation Rights (whether granted by the Company or by another issuer)
      in return for the grant of new Awards for the same or a different number
      of Shares, at the same or a different Purchase Price, and with the same or
      different vesting provisions, in all cases without the approval of the
      Company's shareholders.  Notwithstanding the preceding sentence
      or anything to the contrary herein, unless a modification is necessary or
      desirable to comply with any applicable law, regulation or rule,
      such modification of an Option or Share Appreciation Right shall not,
      without the consent of the Participant, impair his or her rights or
      obligations under such Option or Share Appreciation
  Right.

            


    

     

    
      	
              9.

            	
              RESTRICTED SHARES AND
      RESTRICTED SHARE UNITS.

            


    

     

    
      	
               
      

            	
              9.1.

            	
              When
      a right to purchase Restricted Shares is granted under the ESOP or an
      Award of Restricted Share Units is made under the ESOP, the Company shall
      advise the recipient in writing of the terms, conditions and restrictions
      related to the Award, including the number of Shares that such person
      shall be entitled to purchase, the price to be paid, if any (which shall
      be as determined by the Committee, subject to all applicable laws), and
      the time within which such person must accept such offer.  The
      permissible consideration for Restricted Shares or Restricted Share Units
      shall be determined by the Committee.  The offer of Shares
      pursuant to a Restricted Share Award or Restricted Stock Unit Award shall
      be accepted by execution of a Restricted Share Purchase Agreement or
      Restricted Share Purchase Agreement in the form determined by the
      Committee.

            


    

     

    
      
         


      

      
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    EMPLOYEE
SHARE PLAN 

      

    

     

    
      	
               
      

            	
              9.2.

            	
              Unless
      the Committee determines otherwise, the Restricted Share Purchase
      Agreement shall grant the Company a repurchase option, exercisable upon
      the voluntary or involuntary termination of the Participant’s employment
      or service with the Company or any Affiliates for any reason (including
      death or Disability) at a purchase price equal to the original purchase
      price paid by the purchaser for such Shares and may be paid by
      cancellation of any indebtedness of the purchaser to the Company or any
      Affiliate.  The repurchase option shall lapse at such rate as
      the Committee may determine.

            


    

     

    
      	
               
      

            	
              9.3.

            	
              The
      Committee shall have the discretion to determine whether and to what
      extent the vesting of Restricted Shares or Restricted Share Unites and/or
      lapsing of Company repurchase rights shall be tolled during any leave of
      absence; provided, however, that in the absence of such determination,
      such lapsing shall not be tolled during any unpaid leave (unless otherwise
      required by applicable laws, regulations or
  rules).

            


    

     

    
      	
               
      

            	
              9.4.

            	
              The
      Restricted Share Purchase Agreement or Restricted Share Unit Agreement
      shall contain such other terms, provisions and conditions not inconsistent
      with the ESOP as may be determined by the Committee in its sole
      discretion.  In addition, the provisions of Restricted Share
      Purchase Agreements or Restricted Share Unit Agreements need not be the
      same with respect to each Participant.  The vesting provisions
      of individual Restricted Shares or Restricted Share Units may
      vary.

            


    

     

    
      	
               
      

            	
              9.5.

            	
              The
      holders of Restricted Share Units shall have no voting
      rights.  Prior to settlement or forfeiture, any Restricted Share
      Unit awarded under the ESOP may, at the Committee’s discretion, carry with
      it a right to dividend equivalents.  Such right entitles the
      holder to be credited with an amount equal to all cash dividends paid on
      one Share while the Restricted Share Unit is
      outstanding.  Dividend equivalents may be converted into
      additional Restricted Share Units.  Settlement of dividend
      equivalents may be made in the form of cash, in the form of Shares, or in
      a combination of both.  Prior to distribution, any dividend
      equivalents which are not paid shall be subject to the same conditions and
      restrictions as the Restricted Shares Units to which they
      attach.

            


    

     

    
      
        	
                 
      

              	
                9.6.

              	
                Settlement
      of vested Restricted Share Units may be made in the form of (a) cash,
      (b) Shares or (c) any combination of both, as determined by the
      Committee at the time of the grant of the Restricted Share Units, in its
      sole discretion.  Methods of converting Restricted Share Units
      into cash may include (without limitation) a method based on the average
      Fair Market Value of Shares over a series of trading
      days.  Vested Restricted Share Units may be settled in a lump
      sum or in installments.  The distribution may occur or commence
      when the vesting conditions applicable to the Restricted Share Units have
      been satisfied or have lapsed, or it may be deferred, in accordance with
      applicable law, to any later date.  The amount of a deferred
      distribution may be increased by an interest factor or by dividend
      equivalents.  Until an Award of Restricted Share Units is
      settled, the number of such Restricted Share shall be subject to
      adjustment pursuant to
Section 10.

              


      

    

     

    
      
         


      

      
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    EMPLOYEE
SHARE PLAN 

      

    

     

    
      	
               
      

            	
              9.7.

            	
              A
      holder of Restricted Share Units shall have no rights other than those of
      a general creditor of the Company.  Restricted Share Units
      represent an unfunded and unsecured obligation of the Company, subject to
      the terms and conditions of the applicable Restricted Share Unit
      Agreement.

            


    

     

    
      	
               
      

            	
              9.8.

            	
              Within
      the limitations of the ESOP, the Committee may modify or assume
      outstanding Restricted Shares or Restricted Share Units or may accept the
      cancellation of outstanding Restricted Shares or Restricted Share Units
      (including restricted share units granted by another issuer) in return for
      the grant of new restricted shares or restricted share units for the same
      or a different number of shares and with the same or different vesting
      provisions.  Notwithstanding the preceding sentence or anything
      to the contrary herein, the Committee may not modify an outstanding
      Restricted Share or Restricted Share Unit such that the modification
      shall, without the consent of the Participant, impair his or her rights or
      obligations under such Restricted Share or Restricted Share Unit, unless
      such modification is necessary or desirable to comply with any applicable
      law, regulation or rule.

            


    

     

    
      	
              10.

            	
              ADJUSTMENTS

            


    

     

    Upon the
occurrence of any of the following described events, Participant's rights to
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:

    


    
      	
            	
              10.1.

            	
              In
      the event of a Transaction, the unexercised Awards then outstanding under
      the ESOP shall be assumed or substituted for awards covering 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 Award, 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 Awards,
      appropriate adjustments shall be made to the Purchase Price, if
      applicable, so as to reflect such action and all other terms and
      conditions of the Award 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 Participant 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.

            


    


    
      
         


      

      
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    EMPLOYEE
SHARE PLAN 

      

    

     

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

     

    
      	
            	
              10.2.

            	
              Notwithstanding
      the above and subject to any applicable law, the Board shall have full
      power and authority to determine with respect to any Awards, that in the
      Award agreement applicable to such Awards 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 all or any portion of any Awards, the vesting such Awards shall
      be accelerated so that any such Awards are then unvested shall be
      immediately vested.

            


    

     

    Notwithstanding
the above and subject to any applicable law, unless the Committee determines
otherwise with respect to certain Award(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 Awards, all Awards shall expire as of
immediately prior to the consummation of the Transaction.

     

    
      	
            	
              10.3.

            	
              For
      the purposes of Section 10.1 above, an Award shall be considered assumed
      or substituted if, following the Transaction, the assumed or substituted
      Award confers the right to purchase or receive, for each Share underlying
      such an assumed or substituted Award 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) equal in value to the Shares subject to the Award immediately
      prior to the consummation of the Transaction less the Purchase Price, if
      any; 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 Award 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 Awards for awards of the Successor Company
      or its parent or subsidiary, such Awards will be substituted for any other
      type of asset or property.

            


    

     

    
      
        	
              	
                10.4.

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

              


      

    

     

    
      
         


      

      
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    EMPLOYEE
SHARE PLAN 

      

    

     

    
      	
            	
              10.5.

            	
              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,
      reverse 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 Awards therefore granted, and the Purchase Prices,
      if applicable, 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 Awards have not yet been exercised, shall be
      appropriately adjusted, all as will be determined by the Board whose
      determination shall be final.

            


    

     

    
      	
            	
              10.6.

            	
              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
Award.

            


    

     

    
      
        	
                11.

              	
                DELETED

              


      

    

     

    
      	
              12.

            	
              PURCHASE FOR INVESTMENT;
      REPRESENTATIONS

            


    

     

    
      	
            	
              12.1.

            	
              The
      Company’s obligation to issue or allocate Shares pursuant to 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
      Participant (or his legal representative, heir or legatee, in the event of
      the Participant’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 Participant (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 Participant 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 Participant 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 Participant.

            


    

     

    
      
         


      

      
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    EMPLOYEE
SHARE PLAN 

      

    

     

    
      	
            	
              12.2.

            	
              The
      Participant acknowledges that in the event that the Company’s shares shall
      be registered for trading in any public market, Participant’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
      Participant unconditionally agrees and accepts any such
      limitations.

            


    

     

    
      	
            	
              12.3.

            	
              Upon
      the grant of Awards to a Participant or the issuance of Shares pursuant
      thereto, the Company shall obtain from such the representations and
      undertakings as follows:

            


    

     

    
      	
               
      

            	
              (a)

            	
              That
      the Participant is familiar with the Company, its activity and its
      financial and commercial forecast, and that the Participant knows that
      there is no certainty that the Awards, the exercise of the Awards or the
      receipt of Shares or other property pursuant to the Awards will be
      financially worthwhile. The Participant 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 grant, exercise or settlement of
      the Awards, that the Participant’s investment in the Company‘s Shares was
      not worthwhile, for any reason
whatsoever.

            


    

     

    
      	
               
      

            	
              (b)

            	
              That
      the Participant knows that his rights regarding the Awards and the Shares
      are subject for all intents and purposes to the instructions of the
      Company’s documents of
incorporation.

            


    

     

    
      	
               
      

            	
              (c)

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

            


    

     

    
      	
               
      

            	
              (d)

            	
              That
      the Participant knows that neither the ESOP nor the grant of an Award or
      Shares thereunder shall impose any obligation on the Company to continue
      the engagement of the Participant, and nothing in the ESOP or in any Award
      or Shares granted pursuant thereto shall confer upon any Participant 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 PLAN 

      

    

     

    
      
        	
                13.

              	
                DIVIDENDS

              

 


    

    With
respect to all Shares (but excluding, for avoidance of any doubt, any
unexercised Options or Share Appreciation Rights) allocated or issued upon the
exercise or settlement of Awards and held by the Participant 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 any Award, the Participant 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.

     

    
      	
              14.

            	
              RESTRICTIONS ON ASSIGNABILITY
      AND SALE OF AWARDS

            


    

     

    
      	
            	
              14.1.

            	
              No
      Award, or any right with respect thereto, shall be sold, pledged,
      assigned, hypothecated, transferred or disposed of in any manner, to any
      third party whatsoever, except as specifically allowed under the ESOP or
      otherwise permitted by the Committee, other than by will or by the laws of
      descent or distribution, and during the lifetime of the Participant each
      and all of such Participant's rights to Shares hereunder shall only relate
      to the Participant.  Any such action made directly or
      indirectly, for an immediate validation or for a future one, shall be
      void.

            


    

     

    
      	
            	
              14.2.

            	
              Notwithstanding
      anything to the contrary in this ESOP, so long as Awards and/or Shares are
      held by the Trustee on behalf of the Participant, all rights of the
      Participant 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 Participant held the same, including,
      without limitation, the ESOP and the respective Award
      Agreement).

            


    

     

    
      	
              15.

            	
              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 16 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 Awards – until expiration of such Awards, 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.

     

    
      	
              16.

            	
              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
Participant, unless mutually agreed otherwise between the Participant and the
Company, which agreement must be in writing and signed by the Participant 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 Awards granted under the ESOP prior to the date of such
termination.


    
      
         


      

      
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    EMPLOYEE
SHARE PLAN 

      

    

     

    
      	
              17.

            	
              GOVERNMENT
      REGULATIONS

            


    

     

    The ESOP,
and the grant, exercise and settlement of Awards hereunder, and the obligation
of the Company to issue, sell and deliver Shares under such Awards, 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
Participant, 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.

     

    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.

     

    
      	
              18.

            	
              CONTINUANCE OF EMPLOYMENT OR
      HIRED SERVICES

            


    

     

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

     

    
      	
              19.

            	
              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.

     

    
      	
              20.

            	
              INTEGRATION OF SECTION 102 AND
      TAX COMMISSIONER’S PERMIT

            


    

     

    
      	
            	
              20.1.

            	
              With
      regard to 102 Awards, the provisions of the ESOP and/or the Award
      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 Award
      Agreement.

            


    

     

    
      
        	
              	
                20.2.

              	
                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 Award Agreement, shall
      be considered binding upon the Company and the
    Participants.

              


      

    

     

    
      
         


      

      
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    EMPLOYEE
SHARE PLAN 

      

    

     

    
      	
              21.

            	
              TAX
      CONSEQUENCES

            


    

     

    
      	
            	
              21.1.

            	
              Any
      tax consequences or other required deductions arising from the grant,
      vesting, exercise or settlement of any Award, from the payment for Shares
      covered thereby or from the sale of Shares or any other event or act (of
      the Company and/or its Affiliates, the Trustee or the Participant),
      hereunder, including but not limited to National Insurance Contribution
      payments, social insurance contributions, payment on account, personal
      income tax and any capital gains tax legally due by Participant, shall be
      borne solely by the Participant. The Company and/or its Affiliates and/or
      the Trustee shall withhold taxes or required deductions according to the
      requirements under the applicable laws, rules, and regulations, including
      withholding taxes or required deductions at source. Furthermore, the
      Participant 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, required deductions, or interest or penalty
      thereon, including without limitation, liabilities relating to the
      necessity to withhold, or to have withheld, any such tax, required
      deduction or other compulsory payment deriving from any payment made to
      the Participant.

            


    

     

    
      	
            	
              21.2.

            	
              The
      Company and/or, when applicable, the Trustee, shall not be required to
      release any Share certificate to a Participant nor permit any exercise or
      settlement of any Award until all required payments (tax or otherwise)
      have been fully made or arranged for in a manner satisfactory to the
      Company.

            


    

     

    
      	
            	
              21.3.

            	
              To
      the extent provided by the terms of an Award agreement, the Participant
      may satisfy any tax withholding obligation or other required deduction
      relating to the grant, exercise or settlement of an Award by any of the
      following means (in addition to the Company’s right to withhold from any
      compensation paid to the Participant by the Company or an Affiliate) 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 Participant as a
      result of the exercise or settlement of the Award; (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; or (iv) through a broker-assisted cashless exercise
      procedure pursuant to which Shares issued at exercise are immediately sold
      to the extent such procedures are approved by the Committee after an IPO
      event.

            


    

     

    
      
        
          	
                  22.

                	
                  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 Awards
to purchase shares of the Company otherwise than under the ESOP, and such
arrangements may be either applicable generally or only in specific
cases.
  

    
      
         


      

      
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    EMPLOYEE
SHARE PLAN 

      

    

     

    For the
avoidance of doubt, prior grant of Awards to Participants 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.

     

    
      	
              23.

            	
              MULTIPLE
      AGREEMENTS

            


    

     

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

     

    
      	
              24.

            	
              ADDENDA

            


    

     

    The Board
may at any time, but when applicable, after consultation with the Trustee,
approve such addenda to the ESOP as it may consider necessary or appropriate for
the purpose of granting Awards to Employees or Non-Employees, which Awards may
contain such terms and conditions as the Board deems necessary or appropriate to
accommodate differences in local law, tax policy or custom, which may deviate
from the terms and conditions set forth in this ESOP.  The terms of
any such addenda shall supersede the terms of the ESOP to the extent necessary
to accommodate such differences but shall not otherwise affect the terms of the
ESOP as in effect for any other purpose.

     

    
      
         


      

      
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      EMPLOYEE
SHARE PLAN 

      
        

      

       

    

    ADDENDUM
A

    


    SUB-PLAN
TO THE

    


    SODASTREAM
INTERNATIONAL LTD.

     

    THE
2010 EMPLOYEE SHARE OPTION PLAN

    (UNITED
STATES)

    


    This
Sub-Plan to the SodaStream International Ltd. 2010 Employee Share Option Plan
(United States) (the “U.S. Sub-Plan”) was created under and pursuant to the
SodaStream International Ltd. 2010 Employee Share Option Plan (the “ESOP”) and
is intended to govern Awards granted to Employees or Non-Employees who are, or
may be, subject to U.S. tax.  The Sections and subsections of the ESOP
are hereby modified as provided herein with respect to such
Awards.  To the extent the terms of the ESOP are not modified by this
U.S. Sub-Plan, such terms shall remain in full force and effect.

     

    2.  DEFINITIONS

     

    For
purposes of this U.S. Sub-Plan, the following terms shall have the meanings set
forth in this Section 2.  Unless otherwise defined in this U.S.
Sub-Plan, including this Section 2, capitalized terms used in this U.S.
Sub-Plan shall have the meaning set forth in the ESOP:

     

    “Code” means the U.S. Internal
Revenue Code of 1986, as amended.

     

    “Disability” means “disability”
within the meaning of Section 22(e)(3) of the Code.

     

    “Incentive Share Option” means
an Option intended to, and which does, in fact, qualify as an incentive share
option within the meaning of Section 422 of the Code.

     

    “Nonstatutory Share Option”
means an Option that is not intended to, or that does not, in fact, qualify as
an Incentive Share Option.

     

    “Parent” means any corporation
(other than the Company) in an unbroken chain of corporations ending with the
Company, if each of the corporations other than the Company owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.  A
corporation that attains the status of a Parent on a date after the adoption of
the ESOP shall be considered a Parent commencing as of such date.

     

    “Subsidiary” means any
corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company, if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.  A corporation that attains the
status of a Subsidiary on a date after the adoption of the ESOP shall be
considered a Subsidiary commencing as of such date.

    


    “Ten Percent Holder” means a
person who owns shares representing more than ten percent (10%) of the voting
power of all classes of shares of the Company or any Parent or Subsidiary,
measured as of an Option’s date of grant.

     

    
      
         


      

      
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A-1

        
          

        

      

      
         


      

    


    EMPLOYEE
SHARE PLAN 

      

    

    


    4.  DESIGNATION
OF PARTICIPANTS

     

    For
purposes of this U.S. Sub-Plan, Section 4.1 shall be amended and restated to
read as follows:

     

    
      	
               
      

            	
              “4.1

            	
              The
      persons eligible for participation in the ESOP shall include any Employees
      and/or Non-Employees; provided,
      however,  that
      only employees of the Company or its Parent or Subsidiaries shall be
      eligible to receive Incentive Share
Options.”

            


    

     

    For
purposes of this U.S. Sub-Plan, Sections 4.4 and 4.5 shall be added to the end
of Section 4 to read as follows:

     

    
      	
               
      

            	
              “4.4

            	
              Each
      Award shall be designated in the Award Agreement as either an Incentive
      Share Option or a Nonstatutory Share
Option.

            


    

     

    
      	
               
      

            	
              4.5

            	
              Notwithstanding
      any designation under Section 4.4, to the extent that the aggregate
      Fair Market Value of Shares with respect to which share options designated
      as incentive share options are exercisable for the first time by any
      Participant during any calendar year (under all plans of the Company or
      any Parent or Subsidiary) exceeds $100,000, such excess share options
      shall be treated as nonstatutory share options.  For purposes of
      this Section 4.5, incentive share options shall be taken into account
      in the order in which they were granted, and the Fair Market Value of the
      Shares subject to an incentive share option shall be determined as of the
      date of the grant of such share
option.”

            


    

     

    7.  SHARES
RESERVED FOR THE ESOP; RESTRICTION THEREON

     

    For
purposes of this U.S. Sub-Plan, this Section 7 shall be amended to insert
the following sentence as the second sentence thereof:

     

    “Subject
to the provisions of Section 11 of the ESOP, the maximum aggregate number
of Shares that may be issued under the ESOP pursuant to Incentive Share Options
shall not exceed 1,050,000 Shares, unless such number is increased by such
corporate approval as required under law..”

     

    8.  OPTIONS

     

    For
purposes of this U.S. Sub-Plan, this Section 8 shall be amended to insert
the following sentence as the second sentence of Section 8.1
thereof:

     

    “Notwithstanding
the foregoing, the Purchase Price of each Shares subject to any Incentive Share
Option (A) granted to an Employee who at the time of grant is a Ten Percent
Holder shall be no less than one hundred ten percent (110%) of the Fair Market
Value on the date of grant; and (B) granted to any other Employee, shall be no
less than one hundred percent (100%) of the Fair Market Value on the date of
grant, provided that Incentive Share Options granted pursuant to a merger or
other corporate transaction shall not be subject to these
restrictions.”

     

    
      
         


      

      
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    EMPLOYEE
SHARE PLAN 

      

    

    


    For
purposes of this U.S. Sub-Plan, Section 8.6 shall be amended and restated to
read as follows:

     

    “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 8.9 below, provided that, in all events, the termination of an Incentive
Share Option (A) granted to an Employee who at the time of grant is a Ten
Percent Holder shall not occur more than five (5) years from the date of grant,
and (B) granted to any other Employee, not occur more than ten (10) years from
the date of grant.”

     

    
      
         


      

      
        page
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