Exhibit
4.41




AUDIOCODES
LTD.




2008
EQUITY INCENTIVE PLAN




1.        Purposes
of the Plan. The purposes of this 2008 Equity Incentive Plan
are:


●
                to
      attract and retain the best available personnel for positions of
      substantial responsibility,●
                to
      provide additional incentive to Service Providers, and●
                to
      promote Participants’ interest in the success of the Company’s
      business.




Awards
granted under the Plan may be Options, Restricted Shares and Restricted Share
Units, as determined by the Administrator at the time of grant.




Furthermore,
the Plan is designed to benefit from, and is made pursuant to, the provisions of
Section 102 of the Ordinance, with respect to Awards granted to Employees
pursuant to the Plan.




2.        Definitions.
As used herein, the following definitions shall apply:




(a)        “Administrator”
means the Board or any of its Committees as shall be administering the Plan, in
accordance with Section 4 of the Plan.




(b)        “Affiliate”
means an “employing company” as such term is defined in Section 102(a) of the
Ordinance, other than the Company itself.




(c)        “Applicable
Laws” means the requirements relating to the administration of, or
otherwise affecting, equity compensation plans under the Companies Law, the
Securities Law, other applicable laws of Israel, U.S. federal and state
securities laws, any stock exchange or quotation system on which the Shares are
listed or quoted, U.S. state corporate laws, and the laws of any other country
or jurisdiction where Awards are granted under the Plan or a sub-plan or
addendum hereto.




(d)        “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.




(e)        
“Award”
means, individually or collectively, a grant under the Plan of Options,
Restricted Shares or Restricted Share Units.




(f)         “Award
Agreement” means the written or electronic agreement setting forth the
terms and provisions applicable to each Award granted under the Plan. The Award
Agreement is subject to the terms and conditions of the Plan.




(g)        “Awarded
Shares” means the Shares subject to an Award.




(h)        “Board”
means the Board of Directors of the Company.







(i)       
 “Capital
Gains Award (CGA)” means an Approved 102 Award elected and designated by
the Company to qualify for capital gains tax treatment in accordance with
Section 102(b)(2) of the Ordinance.




(j)        
“Change
of Control” means the occurrence of any of the following events, in one
or a series of related transactions:




(i)        any
individual or entity, other than the Company, a subsidiary of the Company or a
Company employee benefit plan, including any trustee of such plan acting as
trustee, is or becomes the “beneficial owner”, directly or indirectly, of
securities of the Company representing fifty percent (50%) or more of the
combined voting power of the Company’s then outstanding securities entitled to
vote generally in the election of directors; or




(ii)        a
merger or consolidation of the Company or any direct or indirect subsidiary of
the Company with any other corporation, other than a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) at least fifty percent (50%) of the total voting power represented by
the voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation; or




(iii)        the sale or
disposition by the Company of all or substantially all the Company’s
assets.




(k)        “Committee”
means a Committee appointed by the Board in accordance with Section 4 of the
Plan.




(l)       
 “Companies
Law” means the Israeli Companies Law, 5759-1999.




(m)        “Company”
means AudioCodes Ltd.




(n)        “Consultant”
means any person, other than an Employee, engaged by the Company or any
Affiliate to render services.




(o) 
       Intentionally omitted.




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




(q)        “Director”
means a member of the Board.




(r)      
  “Disability”
means total and permanent disability as determined by the Administrator;
provided, however, that, with respect to an Award granted to a Participant who
is a United States taxpayer and covered by Section 409A of the U.S. Internal
Revenue Code (the “Code”), the term “Disability” shall have the meaning ascribed
to the term “disabled” by Section 409A(2)(C) of the Code.







(s)        “Election”
means the Company’s election of the type of Approved 102 Awards as set forth in
Section 14(b)(iii).




(t)        “Employee”
means any person employed by the Company or any Affiliate of the Company, and
includes Officers and Directors. A Service Provider shall not cease to be an
Employee in the case of (i) any leave of absence approved by the Company or (ii)
transfers between locations of the Company or between the Company, any
Subsidiary, or any successor.




(u)        “Fair
Market Value” means, as of any date, the value of Shares determined as
follows:




(i)        If
the Shares are listed on any established stock exchange or a national market
system, including without limitation the NASDAQ Global Select Market of the
National Association of Securities Dealers, Inc. Automated Quotation (“Nasdaq”)
System, the Fair Market Value of a Share shall be the closing sales price for
such shares (or the closing bid, if no sales were reported) as quoted on such
system or exchange (or the exchange with the greatest volume of trading in
Shares) on the day of determination, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable; provided, however, that
if there is no closing sales price (or closing bid if no sales were reported)
for the Shares on the date of determination, then the Fair Market Value shall be
the closing sales price (or closing bid if no sales were reported) on the last
preceding date for which such quotation exists;




(ii)        If
the Shares are quoted on the Nasdaq System (but not on the NASDAQ Global Select
Market thereof) or are regularly quoted by a recognized securities dealer but
selling prices are not reported, the Fair Market Value of a Share shall be the
mean between the high bid and low asked prices for the Shares on the day of
determination, as reported in The Wall Street Journal or such other source as
the Administrator deems reliable; provided, however, that if there is no bid and
asked prices for the Shares on the date of determination, then the Fair Market
Value shall be the mean between the high bid and low asked prices for the Shares
on the last preceding date for which such bid and asked prices exists;
and




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




(v)        “ITA”
means the Israeli Tax Authorities.




(w)        “Non-approved
102 Award” means an Award granted pursuant to Section 102(c) of the
Ordinance and not held in trust by a Trustee.




(x)        “Officer”
means, with respect to the Company and Affiliates that are Israeli companies, a
person who is a “nosei misra” within the meaning of the Companies Law but is not
a Director, and with respect to Affiliates that are not Israeli companies means
a person who is an officer within the meaning of the applicable corporate law of
the jurisdiction of incorporation of such Affiliate.




(y)        “Option”
means an option to purchase Shares granted pursuant to the Plan.









(z)        “Ordinance”
means the Israeli Income Tax Ordinance (New Version), 1961 as now in effect and
as hereafter amended.




(aa)      “Ordinary
Income Award (OIA)” means an Approved 102 Award elected and designated by
the Company to qualify for ordinary income tax treatment in accordance with
Section 102(b)(1) of the Ordinance.




(bb)      “Ordinary
Shares” shall mean the Ordinary Shares of the Company.




(cc)      “Participant”
means the holder of an outstanding Award granted under the Plan.




(dd)      “Plan”
means this AudioCodes Ltd. 2008 Equity Incentive Plan.




(ee)      “Restricted
Shares” means Shares granted pursuant to Section 9 of the
Plan.




(ff)     
  “Restricted
Share Unit” means an Award granted pursuant to Section 10 of the
Plan.




(gg)      “Section
3(i) Award” means an Award granted to a Consultant or a Controlling
Shareholder in accordance with Section 3(i) of the Ordinance.




(hh)      “Section
102” means Section 102 of the Ordinance and any regulations, rules, and
orders of procedures promulgated thereunder as now in effect or as hereafter
amended.




(ii)        “Section
102 Shares” means Shares issued under a Section 102 Award pursuant to
Section 14(c)(i) below.




(jj)        “Section
102 Period” shall have the meaning ascribed to such term in Section
14(c)(i) below.




(kk)      “Securities
Law” means the Israeli Securities Law, 5728–1968.




(ll)        “Service
Provider” means an Employee or Consultant.




(mm)    “Share”
means one Ordinary Share, as adjusted in accordance with Section 16 of the
Plan.




(nn)      “Trustee”
means a trustee designated by the Board and approved by the ITA, pursuant to the
requirements of Section 102 and a trust agreement to be entered into and between
the Company and such Trustee and approved by the ITA.




3.        Shares
Subject to the Plan.




(a)     Subject
to the provisions of Section 16 of the Plan, the maximum aggregate number of
Shares which may be issued under the Plan is 2,009,122 Shares.




(b)     The
Shares may be authorized but unissued, or reacquired, Shares.







(c)     Any
Shares subject to an Award shall be counted against the numerical limits of this
Section 3 as one Share for every Share subject thereto.




(d)     If
an Award expires or becomes unexercisable without having been exercised in full,
or, with respect to Restricted Shares or Restricted Share Units, is forfeited to
or repurchased by the Company at its original purchase price due to such Award
failing to vest, the unpurchased Shares (or for Awards other than Options, the
forfeited or repurchased shares) which were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan has
terminated). Shares used to pay the exercise price of an Option shall not become
available for future grant or sale under the Plan. Shares used to satisfy tax
withholding obligations shall not become available for future grant or sale
under the Plan.




4.        Administration
of the Plan.




(a)      Procedure.
The Plan shall be administered by (A) the Board or (B) a Committee, which
committee shall be constituted to satisfy Applicable Laws. The Plan may be
administered by different Committees with respect to different groups of Service
Providers.




(b)      Powers
of the Administrator. Subject to the provisions of the Plan, and in the
case of a Committee, subject to the specific duties delegated by the Board to
such Committee, the Administrator shall have the authority, in its
discretion:




(i)        
to determine the Fair Market Value of the Shares, in accordance with Section
2(u) of the Plan;




(ii)       to
select the Service Providers to whom Awards may be granted
hereunder;




(iii)      to
determine whether and to what extent Awards or any combination thereof, are
granted hereunder;




(iv)      
to determine the number of Shares or equivalent units to be covered by each
Award granted hereunder;




(v)       to
approve forms of agreement for use under the Plan;




(vi)      to
determine the terms and conditions, not inconsistent with the terms of the Plan,
of any award granted hereunder. Such terms and conditions include, but are not
limited to, the exercise price, the time or times when Options may be exercised
or other Awards vest (which may be based on performance criteria), any vesting
acceleration or waiver of forfeiture restrictions, and any restriction or
limitation regarding any Award or Shares relating thereto, based in each case on
such factors as the Administrator, in its sole discretion, shall
determine;




(vii)     to
construe and interpret the terms of the Plan and Awards;




(viii)    to
prescribe, amend and rescind rules and regulations relating to the Plan,
including rules and regulations relating to sub-plans or Plan addendums,
established for the purpose of qualifying for preferred tax treatment (e.g.,
Section 102);







(ix)       to
modify or amend each Award (subject to Section 18(b) of the Plan), including the
discretionary authority to extend the post-termination exercisability period of
Options longer than is otherwise provided for in the Plan, provided, however,
that no extension of the exercisability of an Option will be made with respect
to an Option granted to a U.S. taxpayer if such extension would cause the Option
to be covered by Section 409A of the Code;




(x)        to
authorize any person to execute on behalf of the Company any instrument required
to evidence the grant of an Award previously granted by the
Administrator;




(xi)       to
allow Participants to satisfy withholding tax obligations by electing to have
the Company and/or its Affiliates and/or the Trustee withhold taxes in
accordance with the Applicable Laws. The Fair Market Value of any Shares to be
withheld shall be determined on the date that the amount of tax to be withheld
is to be determined. All elections by a Participant to have Shares or cash
withheld for this purpose shall be made in such form and under such conditions
as the Administrator may deem necessary or advisable;




(xii)      to
determine the terms and restrictions applicable to Awards;




(xiii)     to
determine the price per each Share to be issued under the Awards. Shares to be
issued under grants of Restricted Shares and Restricted Share Units may be
issued upon payment of their nominal value;




(ix)       to
make an election as to the type of 102 Approved Award; and




(xiv)    to
make all other determinations deemed necessary or advisable for administering
the Plan.




(c)      Effect
of Administrator’s Decision. The Administrator’s decisions,
determinations and interpretations shall be final and binding on all
Participants and any other holders of Awards.




5.        Eligibility.
Awards may be granted to Service Providers, provided that Section 102 Awards may
be granted only to Employees.




6.        No
Employment Rights. Neither the Plan nor any Award shall confer upon a
Participant any right with respect to continuing the Participant’s employment or
other service with the Company or its Affiliates, nor shall they interfere in
any way with the Participant’s right or the Company’s or Affiliate’s right, as
the case may be, to terminate such employment or other service at any time, with
or without cause or notice.




7.        Term
of Plan. The Plan shall continue in effect until such date as the Board
shall suspend or terminate the Plan in accordance with Section
18(a).




8.        Options.




(a)        Term.
The term of each Option shall be stated in the Award Agreement; provided,
however, that the term shall be no more than seven (7) years from the date of
grant or such shorter term as may be provided in the Award
Agreement.







(b)        Option
Exercise Price. The per share exercise price for the Shares to be issued
pursuant to exercise of an Option shall be determined by the Administrator and
set forth in the Award Agreement.




(c)        Waiting
Period and Exercise Dates. At the time an Option is granted, the
Administrator shall fix the period within which the Option may be exercised and
shall determine any conditions which must be satisfied before the Option may be
exercised. In so doing, the Administrator may specify that an Option may not be
exercised until the completion of a service period and/or until performance
milestones are satisfied.




(d)        Form
of Consideration. The Administrator shall determine the acceptable form
of consideration for exercising an Option, including the method of payment. In
the case of a Section 102 Award, the Administrator shall determine the
acceptable form of consideration at the time of grant. Subject to Applicable
Laws, such consideration may consist entirely of:




(i)        cash;




(ii)       check;




(iii)      at the
Company’s election, other Shares which (A) in the case of Shares acquired upon
exercise of an option, have been owned by the Participant for more than six
months on the date of surrender, and (B) have a Fair Market Value on the date of
exercise equal to the aggregate exercise price of the Shares as to which said
Option shall be exercised;




(iv)      at the
Company’s election, delivery of a properly executed exercise notice together
with such other documentation as the Administrator and the broker, if
applicable, shall require to effect an exercise of the Option and delivery to
the Company or Affiliate of the sale proceeds required to pay the exercise
price, in accordance with a broker-assisted cashless exercise (subject to
applicable law);




(v)        any
combination of the foregoing methods of payment; or




(vi)       such
other consideration and method of payment for the issuance of Shares to the
extent permitted by Applicable Laws.




(e)      
 Exercise
of Option; Rights as a Shareholder. Any Option granted hereunder shall be
exercisable according to the terms of the Plan and at such times and under such
conditions as determined by the Administrator and set forth in the Award
Agreement.




An
Option may not be exercised for a fraction of a Share.




An
Option shall be deemed exercised when the Company receives: (i) written or
electronic notice of exercise (in accordance with the Award Agreement) from the
person entitled to exercise the Option, (ii) full payment for the Shares with
respect to which the Option is exercised. and (iii) as applicable, full payment
or other satisfaction of any related tax withholding obligations. Full payment
may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Award Agreement and the Plan. Shares issued
upon exercise of an Option shall be issued in the name of the Participant,
provided, however, that Shares issued following the exercise of Options granted
under Section 102(b) to the Ordinance shall be issued under the name of the
Trustee for the benefit of the Participant and shall be held in trust by the
Trustee. Until the stock certificate evidencing such Shares is issued (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company), no right to vote or receive dividends
or any other rights as a shareholder shall exist with respect to the optioned
stock, notwithstanding the exercise of the Option. The Company shall issue (or
cause to be issued) such stock certificate promptly after the Option is
exercised. No adjustment will be made for a dividend or other right for which
the record date is prior to the date the stock certificate is issued, except as
provided in Section 16 of the Plan.







9.        Restricted
Shares.




(a)      Grant
of Restricted Shares. Subject to the terms and conditions of the Plan,
Restricted Shares may be granted to Participants at any time as shall be
determined by the Administrator, in its sole discretion. The Administrator shall
have complete discretion to determine (i) the number of Shares subject to a
Restricted Shares award granted to any Participant, and (ii) the conditions that
must be satisfied, which typically will be based principally or solely on
continued provision of services but may include a performance-based component,
upon which is conditioned the vesting of Restricted Shares.




(b)      Other
Terms. The Administrator, subject to the provisions of the Plan, shall
have complete discretion to determine the terms and conditions of Restricted
Shares granted under the Plan. Restricted Shares grants shall be subject to the
terms, conditions, and restrictions determined by the Administrator at the time
the Restricted Share is awarded. The Administrator may require the recipient to
sign a Restricted Shares Award Agreement as a condition of the award. Any
certificates representing the Shares awarded shall bear such legends as shall be
determined by the Administrator.




(c)      Restricted
Shares Award Agreement. Each Restricted Shares grant shall be evidenced
by an agreement that shall specify the purchase price (if any) and such other
terms and conditions as the Administrator, in its sole discretion, shall
determine.




10.      Restricted
Share Units.




(a)      Grant.
Restricted Share Units may be granted at any time and from time to time as
determined by the Administrator. The Administrator shall have complete
discretion to determine (i) the number of Shares subject to a Restricted Share
Unit award granted to any Participant, and (ii) the conditions that must be
satisfied, which typically will be based principally or solely on continued
service but may include a performance-based component, upon which is conditioned
the grant or vesting of Restricted Share Units. Restricted Share Units shall be
granted in the form of units to acquire Shares. Each such unit shall be the
equivalent of one Share for purposes of determining the number of Shares subject
to an Award. Unless the Administrator determines otherwise, until the Shares are
issued, no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the units to acquire
Shares.







(b)        Vesting
Criteria and Other Terms. The Administrator shall set vesting criteria in
its discretion, which, depending on the extent to which the criteria are met,
will determine the number of Restricted Share Units that will be paid out to the
Participant. The Administrator may set vesting criteria based upon the
achievement of Company-wide, Affiliate-wide, business unit, or individual goals
(including, but not limited to, continued employment), or any other basis
determined by the Administrator in its discretion.




(c)        Earning
Restricted Share Units. Upon meeting the applicable vesting criteria, the
Participant shall be entitled to receive a payout of Shares as specified in the
Restricted Share Unit Award Agreement. Notwithstanding the foregoing, at any
time after the grant of Restricted Share Units, the Administrator, in its sole
discretion, may reduce or waive any vesting criteria that must be met to receive
a payout of Shares.




(d)        Form
and Timing of Payment. Payment of earned Restricted Share Units shall be
made as soon as practicable after the date(s) set forth in the Restricted Share
Unit Award Agreement. The Administrator shall pay earned Restricted Share Units
in Shares. In the case of Restricted Share Units held by a U.S. taxpayer,
settlement will be made no later than March 15 of the calendar year following
the calendar year in which the Restricted Share Units become
vested.




(e)        Cancellation.
On the date set forth in the Restricted Share Unit Award Agreement, all unearned
Restricted Share Units shall be forfeited to the Company.




11.        Termination
of Relationships, Death or Disability.




(a)        Termination
of Relationship as a Service Provider. If a Participant ceases to be a
Service Provider, then, unless otherwise determined by the Administrator, on the
date the Participant ceases to be a Service Provider, (i) a Participant’s vested
Options will expire if and to the extent they are not exercised within the time
specified in the Award Agreement or, if no time is specified, (A) within 90 days
after the date the Participant (other than a Director) ceases to be a Service
Provider (or 12 months in the case the Participant ceases to be a Service
Provider due to death or Disability), and (B) within 12 months after the date a
Participant that is a Director ceases to be a member of the Board, but in no
event later than the expiration of the term of such Option as set forth in the
Award Agreement; and (ii) the unvested portion of any Option or other Award will
automatically be forfeited and expire on the date the Participant ceases to be a
Service Provider.




(b)        Death
of Participant. If a Participant ceases to be a Service Provider as a
result of his death, the Participant’s designated beneficiary or, if none, the
Participant’s estate shall succeed to the Awards held by the deceased
Participant, subject to the terms of the Plan and the applicable Award
Agreement.




12.        Leaves
of Absence. Unless the Administrator provides otherwise or except as
otherwise required by Applicable Laws, vesting of Awards granted hereunder shall
cease commencing on the first day of any unpaid leave of absence and shall only
recommence upon return to active service.







13.        Non-Transferability
of Awards. Unless determined otherwise by the Administrator, an Award may
not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the recipient, only by the recipient. If the
Administrator makes an Award transferable, it may only be transferable for no
consideration to transferees permitted pursuant to a Form S-8 Registration
Statement (such as family members or pursuant to a settlement of marital
property rights) and such Award shall contain such additional terms and
conditions as the Administrator deems appropriate.




14.        Grant
of Approved 102 Awards and Non-approved 102 Awards.




(a)        Participants.
Approved 102 Awards may only be granted to Employees who are residents of the
State of Israel. Except as otherwise specifically approved by the ITA, a
Controlling Shareholder or a Consultant shall not be eligible for grant of
Approved 102 Awards or Non-approved 102 Awards, and shall only be eligible for
grant of Section 3(i) Awards as set forth in Section 15.




(b)        Grant
of Section 102 Awards.




(i)         The Company may
designate Awards granted to Employees pursuant to Section 102 as Non-approved
102 Awards or Approved 102 Awards.




(ii)        The grant of
Approved 102 Awards under the Plan shall be conditioned upon the approval of the
Plan by the ITA.




(iii)       Approved
102 Awards may either be classified as Capital Gains Awards (CGAs) or Ordinary
Income Awards (OIAs). Approved 102 Awards may not be granted under the Plan
unless and until the Company’s election of the type of Approved 102 Awards as
CGA or OIA granted to Employees (the “Election”) is appropriately filed with the
ITA. Such Election shall become effective beginning the first date of grant of
an Approved 102 Award and shall remain in effect until the end of the year
following the year during which Employees were first granted Approved 102
Awards. The Election shall obligate the Company to grant only the type of
Approved 102 Awards it has elected, and shall apply to all Participants who were
granted such 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 Administrator from
granting Employees Approved 102 Awards and Non-approved 102 Awards
simultaneously.




(iv)       All Approved 102
Awards must be held in trust by a Trustee, as described in subsection (c)
below.




(v)        For the
avoidance of doubt, the designation of Non-approved 102 Awards and Approved 102
Awards shall be subject to the terms and conditions of Section 102.




(vi)       With respect to Non-approved
102 Award, if the Employee ceases to be employed by the Company or any
Affiliate, the Employee 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.







(c)        Trustee.




(i)         All
Approved 102 Awards granted under the Plan and any Shares allocated or issued
upon exercise of such Approved 102 Awards (“Section 102 Shares”) or other shares
received subsequently following any realization of rights, including bonus
shares, shall be allocated or issued to the Trustee, and shall be held by the
Trustee for the benefit of the Participants for such period of time as required
by Section 102 (the “Section 102 Period”). In case the requirements for Approved
102 Awards are not met, then the Approved 102 Awards shall be regarded as
Non-approved 102 Awards, all in accordance with the provisions of Section
102.




(ii)        Notwithstanding
anything to the contrary, the Trustee shall not release any Section 102 Shares
or other Shares received subsequently following any realization of the
Participant’s rights prior to the full payment of the Participant’s tax
liabilities arising from the grant, exercise, release or transfer of the
Approved 102 Award and any Section 102 Shares or other Shares received
subsequently following any realization of rights.




(iii)        With
respect to any Approved 102 Awards, subject to the provisions of Section 102, a
Participant shall not sell or release from trust any Section 102 Shares or any
Shares received subsequently following any realization of rights, including
bonus shares, until the lapse of the Section 102 Period. Notwithstanding the
above, if any such sale or release occurs during the Section 102 Period, the
sanctions under Section 102 shall apply to, and be borne by, such
Participant.




(iv)        Upon
receipt of an Approved 102 Award, the Participant will sign an Award Agreement
under which the Participant will agree to be subject to the trust agreement
between the Company and the Trustee, stating, among others, that the Trustee
will be released from any liability in respect of any action or decision duly
taken and bona fide executed in relation with the Plan, or any Approved 102
Award or Section 102 Share granted to him or her thereunder.




(v)        As
long as Approved 102 Awards granted, or Section 102 Shares are held by the
Trustee, then all rights the Participant possesses over such Awards or Shares
may not be transferred, assigned, pledged or mortgaged by the Participant, other
than by will or laws of descent and distribution.




(vi)        If
dividends, whether cash, property or share dividends, are declared on Section
102 Shares held by the Trustee, such dividends shall also be subject to the
provisions of Section 102 and the provisions of this Section 14. The Section 102
Period for any such additional shares shall be equal to the Section 102 Period
for the original Section 102 Shares.




(vii)       At
any time after the end of the Section 102 Period with respect to any Section 102
Awards or Section 102 Shares, the Participant may order (but shall not be
obligated to order) the Trustee to sell or transfer to the Participant such
Section 102 Awards or Section 102 Shares, provided that no securities shall be
sold or transferred until all required payments have been fully made: (i) such
Participant has deposited with the Trustee an amount of money which, in the
Trustee’s opinion, is necessary to discharge such Participant’s tax obligations
with respect to such Section 102 Awards or Section 102 Shares, or (ii) the
receipt by the Trustee of an acknowledgment from the ITA that the Participant
has paid any applicable tax due pursuant to the Ordinance, or (iii) the Company
has made other arrangements for the deduction of tax at source acceptable to the
Trustee, or (iv) upon the sale by the Trustee of any securities held in trust
from the proceeds of which the Company or the Trustee has withheld all
applicable taxes and has remitted the amount withheld to the appropriate Israeli
tax authorities, has paid the balance thereof directly to such Participant, and
has reported to such Participant the amount so withheld and paid to such tax
authorities.







(d)        Integration
of Section 102 and Tax Assessing Officer’s Permit.




With
regards to Approved 102 Awards, the provisions of the Plan and the Award
Agreement shall be subject to the provisions of Section 102 of the Ordinance and
the Tax Assessing Officer’s permit, and the said provisions and permit shall be
deemed an integral part of the Plan and of the Award Agreement.




(e)        Tax
Consequences.




(i)        The
Company, or where applicable, the Trustee, shall not be required to release any
share certificate to a Participant until all required tax and other payments
have been fully made.




(ii)        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 days following the date of
grant of the Approved 102 Award, the Fair Market Value of the Shares at the date
of grant shall be determined in accordance with the average value of the
Company’s Shares on the thirty trading days preceding the date of grant or the
thirty trading days following the date of registration for trading, as the case
may be.




15.        Grant
of Section 3(i) Awards. In the event that grants are made under Section
3(i) of the Ordinance, the Company may elect to enter into an agreement with a
trustee concerning the administration of the exercise of Options, the purchase
and sale of Shares, and the arrangements for payment of or withholding of taxes
due in connection with such exercise, purchase and sale. The trust agreement may
provide that the Company will issue the Shares to such trustee for the benefit
of the Participants. The type of Section 3(i) Awards to be granted under the
Plan shall be subject to the provisions of Section 3(i) to the
Ordinance.




16.        Adjustments
Upon Changes in Capitalization, Dissolution or Liquidation or Change of
Control.




(a)        Changes
in Capitalization. Subject to any required action by the shareholders of
the Company, the number of shares of Ordinary Shares covered by each outstanding
Award, the number of shares of Ordinary Shares which have been authorized for
issuance under the Plan but as to which no Awards have yet been granted or which
have been returned to the Plan upon cancellation or expiration of an Award, as
well as the price per Ordinary Shares covered by each such outstanding Award
shall be proportionately adjusted for any increase or decrease in the number of
issued Ordinary Shares resulting from a share split, reverse share split, share
dividend, combination or reclassification of the Ordinary Shares, or any other
increase or decrease in the number of issued Ordinary Shares effected without
receipt of consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have been
“effected without receipt of consideration.” Such adjustment shall be made by
the Administrator, whose determination in that respect shall be final, binding
and conclusive. 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 Ordinary Shares subject to an Award.







(b)        Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation
of the Company, the Administrator shall notify each Participant as soon as
practicable prior to the effective date of such proposed transaction. The
Administrator in its discretion may provide for a Participant to have the right
to exercise his or her Option prior to such transaction as to all of the Awarded
Shares covered thereby, including Shares as to which the Award would not
otherwise be exercisable. In addition, the Administrator may provide that any
Company repurchase option or forfeiture conditions applicable to any Award shall
lapse 100%, and that any Award vesting shall accelerate 100%, provided the
proposed dissolution or liquidation takes place at the time and in the manner
contemplated. To the extent it has not been previously exercised (with respect
to Options) or vested (with respect to other Awards), an Award will terminate
immediately prior to the consummation of such proposed action.




(c)        Change
of Control.




(i)        If
a Change of Control occurs, then, except as otherwise specifically provided by
the applicable Award agreement (or any other applicable agreement approved by
the Administrator and made by the Company with the Participant) each Award
outstanding under the Plan immediately prior to the Change of Control will be
either assumed and continued in accordance with Section 16(c)(ii) or terminated
in accordance with Section 16(c)(iii).




(ii)        Subject
to Section 16(c)(i), if a Change of Control occurs, the parties to the Change of
Control may agree that any Award outstanding under the Plan immediately prior to
the Change of Control shall, at the effective time of the Change of Control, be
assumed and continued on substantially the same vesting and other terms and
conditions as a like Award with respect to shares of common stock of the
successor or acquiring company (or a parent company).




(iii)        Subject
to Section 16(c)(i), any Award outstanding under the Plan immediately prior to a
Change of Control that is not assumed pursuant to the preceding section will be
terminated at the effective time of the Change of Control. No Participant shall
be entitled to receive any payments or any other rights with respect to any
terminated Options, Restricted Share or Restricted Share Unit that is not vested
as of the effective time of the Change of Control. If the terminated Award is an
Option that is vested as of the effective time of the Change of Control, the
holder of the terminated vested Option will be entitled to receive at the
effective time of the Change of Control a single sum payment equal to the
excess, if any, of the transaction value of the Shares that are then covered by
the Option over the aggregate exercise price. The amount payable with respect to
the termination of an outstanding vested Option pursuant to this section will be
paid in cash, unless the parties to the Change of Control agree that some or all
of such amount will be payable in the form of freely tradable shares of common
stock of the successor or acquiring company (or a parent company). For the
avoidance of any doubt, any and all Restricted Share Units and Restricted Shares
that are vested as of the effective time of the Change of Control shall not be
deemed outstanding Awards under the Plan upon vesting, and shall entitle the
Participants holding such vested Restricted Share Units and Restricted Shares to
the Awarded Shares underlying such vested Restricted Share Units and Restricted
Shares.







(iv)        In
the event of any adjustment in the number of shares covered by any Award
pursuant to the provisions hereof, any fractional shares resulting from such
adjustment shall be disregarded, and each converted Award shall cover only the
number of full shares resulting from the adjustment.




(v)        All
adjustments under this Article shall be made by the Administrator as constituted
immediately prior to the Change of Control, and its determination as to what
adjustments shall be made, and the extent thereof, shall be binding and
conclusive.




17.        Date
of Grant. The date of grant of an Award shall be, for all purposes, the
date on which the Administrator makes the determination granting such Award, or
such other later date as is determined by the Administrator. Notice of the
determination shall be provided to each Participant within a reasonable time
after the date of such grant.




18.        Amendment
and Termination of the Plan.




(a)       Amendment
and Termination. Subject to any requirements of Applicable Law, the Board may at
any time amend, alter, suspend or terminate the Plan.




(b)       Effect
of Amendment or Termination. No amendment, alteration, suspension or termination
of the Plan shall impair the rights of any Participant with respect to an
outstanding Award, unless mutually agreed otherwise between the Participant and
the Administrator, which agreement must be in writing (or electronic format) and
signed by the Participant and the Company or its Affiliate.




19.        Conditions
Upon Issuance of Shares.




(a)        Legal
Compliance. Shares shall not be issued pursuant to the exercise of an
Award unless the exercise of the Award or the issuance and delivery of such
Shares shall comply with Applicable Laws and shall be further subject to the
approval of counsel for the Company with respect to such
compliance.




(b)        Investment
Representations. As a condition to the exercise or receipt of an Award,
the Company may require the person exercising or receiving such Award to
represent and warrant at the time of any such exercise or receipt that the
Shares are being purchased only for investment and without any present intention
to sell or distribute such Shares if, in the opinion of counsel for the Company,
such a representation is required.




(c)        Tax
Consequences. Any and all tax consequences arising from the grant,
exercise, transfer, or sale of, or otherwise relating to, an Award or from the
payment for or holding or sale or other disposition of Shares covered thereby or
from any other event or act under the Plan (whether of the Participant or of the
Company or of an Affiliate or the Trustee (in the case of an Approved 102 Award
or a Non-Approved 102 Award) shall be borne solely by the Participant. As a
condition of the exercise or settlement of an Award, the Company and/or its
Affiliates and/or the Trustee (in the case of an Approved 102 Award or a
Non-Approved 102 Award) shall withhold taxes according to the requirements under
the Applicable Laws, including withholding taxes at source. Furthermore, the
Participant agrees to indemnify the Company, its Affiliates and the Trustee (in
the case of an Approved 102 Award or a Non-Approved 102 Award), if applicable,
and hold them harmless from and against any and all liability for any tax, or
interest or penalty thereon, including liabilities relating to the necessity to
withhold, or to have withheld, any tax from any payment made to the
Participant.







20.        Liability
of Company.




(a)        Inability
to Obtain Authority. The inability of the Company to obtain authority
from any regulatory body having jurisdiction, which authority is deemed by the
Company’s counsel 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.




(b)        Grants
Exceeding Allotted Shares. If the Awarded Shares covered by an Award
exceeds, as of the date of grant, the number of Shares which may be issued under
the Plan without additional Board and/or shareholder approval, as required under
Applicable Laws, such Award shall be void with respect to such excess Awarded
Shares, unless Board and/or shareholder approval, as required under Applicable
Laws, of an amendment sufficiently increasing the number of Shares subject to
the Plan is timely obtained in accordance with Section 18 of the
Plan.




21.        Reservation
of Shares. The Company, during the term of this Plan, will at all times
reserve and keep available such number of Shares as shall be sufficient to
satisfy the requirements of the Plan.