Exhibit
10.14


 


ORAMED
PHARMACEUTICALS INC.


SECOND
AMENDED AND RESTATED 2008 STOCK INCENTIVE PLAN


Restricted
Stock Unit Notice


 


	 	Grantee
    Name and Address:	 	 
	 	 	 	 
	 	 	 	 


 


In
accordance with the Restricted Stock Unit Agreement, of which this Restricted Stock Unit Notice is a part (which together, constitute
the “Customizing Information”), the Company hereby grants to the above named grantee (the “Grantee”) the
following Restricted Stock Units.


 


	 	Grant
    Date:	 	 
	 	Restricted
    Stock Units Granted:	 	 
	 	Purchase
    Price, if any:	 	 
	 	Total
    Exercise Price:	 	 
	 	Form
    of Settlement:	 	 
	 	Expiration
    Date:	 	 
	 	Restricted
    Stock Unit Vesting Schedule:	 	 


 


	 	Percentage
    of Total Restricted Stock Units Vested
	Vesting
    Date	Incremental
    Amount	Cumulative
    Amount
	 	 	 


 


ACCEPTANCE
BY GRANTEE


 


IN
WITNESS WHEREOF, the Company has caused this Restricted Stock Unit Agreement to be issued as of the date set forth above.


 


	Date:  	 	 	 
		 	 	(Signature
    of Grantee) 


  


Notice
Address:


 





 



 


	 	ORAMED
    PHARMACEUTICALS INC.
	 	a
    Delaware corporation
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
    CFO





 






     

     


    

 


ORAMED
PHARMACEUTICALS INC.


SECOND
AMENDED AND RESTATED 2008 STOCK INCENTIVE PLAN 


Restricted
Stock Unit Agreement


 


This
Restricted Stock Unit Agreement and the associated restricted stock unit notice (the “Customizing Information”), which
Customizing Information is available in written or electronic form from the Chief Financial Officer of Oramed Pharmaceuticals
Inc., a Delaware corporation (the “Company”), is made as of the date shown as the “Grant Date” in the
Customizing Information (the “Grant Date”) by and between the Company, and the individual identified in the Customizing
Information (the “Grantee”). This instrument and the Customizing Information is collectively referred to as the “Restricted
Stock Unit Agreement.”


 


WITNESSETH
THAT:


 


WHEREAS,
the Company has instituted the Oramed Pharmaceuticals Inc. Second Amended and Restated 2008 Stock Incentive Plan, as amended and
in effect from time to time (the “Plan”); and


 


WHEREAS,
the Compensation Committee (the “Committee”) of the Company’s Board of Directors has authorized the grant of
restricted stock units (“RSUs”) with respect to the Company’s common stock, par value $0.012 per share (“Stock”),
upon the terms and conditions set forth below and pursuant to the Plan, a copy of which is incorporated herein;


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained and for other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Grantee agree as follows.


 


1.
Grant. Subject to the terms of the Plan and this Restricted Stock Unit Agreement, the Company hereby grants to the Grantee
that number of restricted stock units (“RSUs”) equal to the corresponding number of shares of the Company’s
Stock (the “Underlying Shares”) shown in the Customizing Information under “Restricted Stock Units Granted.”


 


2.
Vesting. Subject to the Continuous Service (as defined in the Plan) of the Grantee, as of a “Vesting Date,”
as specified in the Customizing Information, and the Grantee as of such date is not in violation of any confidentiality, inventions
and/or non-competition agreement with the Company, all or a portion, as applicable (the “Incremental Amount,” as specified
in the Customizing Information), of the RSUs shall vest on such date. For the avoidance of doubt, except as otherwise provided
pursuant to the terms of the Plan, if the Grantee’s Continuous Service is terminated by the Company or by the Grantee for
any reason, whether voluntarily or involuntarily, no RSUs granted pursuant to this Restricted Stock Unit Agreement shall vest
under any circumstances on and after the date of such termination.


 


For
purposes of this Section 2, the term “Company” refers to the Company and all Subsidiaries.


 


3.
Dividends. A Grantee shall be credited with dividend equivalents equal to the dividends the Grantee would have received
if the Grantee had been the actual record owner of the Underlying Shares on each dividend record date on or after the Grant Date
and through the date the Grantee receives a settlement pursuant to Section 4 below (the “Dividend Equivalent”). If
a dividend on the stock is payable wholly or partially in stock, the Dividend Equivalent representing that portion shall be in
the form of additional RSUs, credited on a one-for-one basis. If a dividend on the stock is payable wholly or partially in cash,
the Dividend Equivalent representing that portion shall also be in the form of cash and a Grantee shall be treated as being credited
with any cash dividends, without earnings, until settlement pursuant to Section 4 below. If a dividend on stock is payable wholly
or partially in other than cash or stock, the Committee may, in its discretion, provide for such Dividend Equivalents with respect
to that portion as it deems appropriate under the circumstances. Dividend Equivalents shall be subject to the same terms and conditions
as the RSUs originally awarded pursuant to this Restricted Stock Unit Agreement, and they shall vest (or, if applicable, be forfeited)
as if they had been granted at the same time as the original RSU award. Dividend Equivalents representing the cash portion of
a dividend on stock shall be settled in cash.


 






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4.
Delivery of Underlying Shares and Dividend Equivalent Settlement. With respect to any RSUs that become vested RSUs as of
a Vesting Date pursuant to Section 2, subject to the Grantee's delivery of a written notice to the Company, which may be by electronic
email (the date of such notice is the “Settlement Date”), and only following the Settlement Date, the Company shall
issue and deliver to the Grantee as soon as practicable following the Settlement Date, (a) the number of Underlying Shares indicated
in such written notice and (b) the amount (and in the form) due with respect to the Dividend Equivalents applicable to such Underlying
Shares. The Grantee may request issuance of Underlying Shares with respect to any vested RSUs in one or more installments, from
time to time, provided that the Settlement Date must be on or before the tenth anniversary of the grant date of the applicable
RSUs (the “Final Settlement Date”). If the Grantee has not delivered a written notice regarding settlement on or before
the Final Settlement Date, then the RSUs that have not yet been settled shall expire. Additional provisions set forth the Plan
with respect to options, including Section 9 thereof, shall apply to the RSUs mutatis mutandis, as the Company may determine
to be applicable.


 


Any
shares issued pursuant to this Restricted Stock Unit Agreement shall be issued, without issue or transfer tax, by delivering a
stock certificate or certificates for such shares out of theretofore authorized but unissued shares or treasury shares of its
stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period
as may be required for it with reasonable diligence to comply with any applicable requirements of law. Notwithstanding the prior
sentence, delivery of Underlying Shares shall be made only if the required purchase price designated as the “Purchase Price”
shown in the Customizing Information per underlying RSU is paid to the Company. Such payment may be made either (i) by means of
payment acceptable to the Company in accordance with the terms of the Plan or (ii) by a reduction in the number of shares of stock,
valued at its Fair Market Value (as defined in the Plan), issued hereunder equal in each case to the aggregate Purchase Price
due. If the Grantee fails to pay for or accept delivery of all of the shares, the right to shares of stock provided pursuant to
this RSU may be terminated by the Company.


 


5.
Withholding Taxes. The Grantee hereby agrees, as a condition of the award of RSUs, to provide to the Company an amount
sufficient to satisfy the Company’s obligation to withhold federal, state, local and other taxes arising by reason of the
issuance, vesting or settlement of RSUs and Dividend Equivalents (the “Withholding Amount”), if any, by (a) authorizing
the Company and/or any Subsidiary to withhold the Withholding Amount from the Grantee’s cash compensation or (b) remitting
the Withholding Amount to the Company in cash; provided, however, that to the extent that the Withholding Amount is not provided
by one or a combination of such methods, the Company may at its election withhold from the Underlying Shares and Dividend Equivalents
that would otherwise be delivered that number of shares (and/or cash) having a Fair Market Value on the date of vesting sufficient
to eliminate any deficiency in the Withholding Amount; and provided, further, that the Fair Market Value of shares withheld shall
not exceed an amount in excess of the minimum required withholding.


 






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6.
Non-assignability of RSUs and Dividend Equivalents. RSUs and Dividend Equivalents shall not be assignable or transferable
by the Grantee except by will or by the laws of descent and distribution or as permitted by the Committee in its discretion pursuant
to the terms of the Plan. During the life of the Grantee, delivery of shares of stock and Dividend Equivalents shall be made only
to the Grantee, to a conservator or guardian duly appointed for the Grantee by reason of the Grantee’s incapacity or to
the person appointed by the Grantee in a durable power of attorney acceptable to the Company’s counsel.


 


7.
Compliance with Securities Act; Lock-Up Agreement. The Company shall not be obligated to sell or issue any Underlying Shares
or other securities in settlement of RSUs and Dividend Equivalents hereunder unless the shares of stock or other securities are
at that time effectively registered or exempt from registration under the Securities Act and applicable state securities laws.
In the event shares or other securities shall be delivered that shall not be so registered, the Grantee hereby represents, warrants
and agrees that the Grantee will receive such shares or other securities for investment and not with a view to their resale or
distribution, and will execute an appropriate investment letter satisfactory to the Company and its counsel. The Grantee further
hereby agrees that as a condition to the settlement of RSUs and Dividend Equivalents, the Grantee will execute an agreement in
a form acceptable to the Company to the effect that the shares shall be subject to any underwriter’s lock-up agreement in
connection with a public offering of any securities of the Company that may from time to time apply to shares held by officers
and employees of the Company, and such agreement or a successor agreement must be in full force and effect.


 


8.
Legends. The Grantee hereby acknowledges that the stock certificate or certificates evidencing shares of stock or other
securities issued pursuant to any settlement of an RSU or Dividend Equivalent hereunder may bear a legend setting forth the restrictions
on their transferability described in Section 7 hereof, if such restrictions are then in effect.


 


9.
Rights as Stockholder. The Grantee shall have no rights as a stockholder with respect to any RSUs, Dividend Equivalents
or Underlying Shares until the date of issuance of a stock certificate for Underlying Shares and any Dividend Equivalents. Except
as provided by Section 3, no adjustment shall be made for any rights for which the record date is prior to the date such stock
certificate is issued, except to the extent the Committee so provides, pursuant to the terms of the Plan and upon such terms and
conditions it may establish.


 






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10.
Termination or Amendment of Plan. The Board may terminate or amend the Plan at any time. No such termination or amendment
will affect rights and obligations under this Restricted Stock Unit Agreement, to the extent it is then in effect.


 


11.
Effect Upon Employment and Performance of Services. Nothing in this Restricted Stock Unit Agreement or the Plan shall be
construed to impose any obligation upon the Company or any Subsidiary to employ or utilize the services of the Grantee or to retain
the Grantee in its employ or to engage or retain the services of the Grantee.


 


12.
Time for Acceptance. Unless the Grantee shall evidence acceptance of this Restricted Stock Unit Agreement by electronic
or other means prescribed by the Committee within thirty (30) days after its delivery, the RSUs and Dividend Equivalents shall
be null and void (unless waived by the Committee).


 


13.
Section 409A of the Internal Revenue Code. The RSUs and Dividend Equivalents granted hereunder are intended to avoid the
potential adverse tax consequences to the Grantee of Section 409A of the Code, as defined in the Plan, and the Committee may make
such modifications to this Agreement as it deems necessary or advisable to avoid such adverse tax consequences.


 


14.
Adjustment Upon Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number
of Underlying Shares shall be proportionately adjusted for (i) any increase or decrease in the number of issued shares of Stock
resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Stock, or similar transaction
affecting the Stock, (ii) any other increase or decrease in the number of issued shares of Stock effected without receipt of consideration
by the Company, or (iii) any other transaction with respect to Stock including a corporate merger, consolidation, acquisition
of property or stock, separation (including a spin-off or other distribution of stock or property), reorganization, liquidation
(whether partial or complete) or any similar transaction.


 


15.
General Provisions.


 


(a)
Amendment; Waivers. This Restricted Stock Unit Agreement, including the Plan, contains the full and complete understanding
and agreement of the parties hereto as to the subject matter hereof, and except as otherwise permitted by the express terms of
the Plan and this Restricted Stock Unit Agreement, it may not be modified or amended nor may any provision hereof be waived without
a further written agreement duly signed by each of the parties; provided, however, that a modification or amendment that does
not materially diminish the rights of the Grantee hereunder, as they may exist immediately before the effective date of the modification
or amendment, shall be effective upon written notice of its provisions to the Grantee. The waiver by either of the parties hereto
of any provision hereof in any instance shall not operate as a waiver of any other provision hereof or in any other instance.
The Grantee shall have the right to receive, upon request, a written confirmation from the Company of the Customizing Information.


 






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(b)
Binding Effect. This Restricted Stock Unit Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, representatives, successors and assigns.


 


(c)
Fractional RSUs, Underlying Shares and Dividend Equivalents. All fractional Underlying Shares and Dividend Equivalents
settled in stock resulting from the application of the Vesting Schedule or the adjustment provisions contained in the Plan shall
be rounded down to the nearest whole share. If Dividend Equivalents are settled in cash, the amount paid shall be rounded down
to the nearest penny.


 


(d)
Governing Law. This Restricted Stock Unit Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, without regard to the principles of conflicts of law.


 


(e)
Construction. This Restricted Stock Unit Agreement is to be construed in accordance with the terms of the Plan. In case
of any conflict between the Plan and this Restricted Stock Unit Agreement, the Plan shall control. The titles of the sections
of this Restricted Stock Unit Agreement and of the Plan are included for convenience only and shall not be construed as modifying
or affecting their provisions. The masculine gender shall include both sexes; the singular shall include the plural and the plural
the singular unless the context otherwise requires. Capitalized terms not defined herein shall have the meanings given to them
in the Plan.


 


(f)
Data Privacy. By entering into this Restricted Stock Unit Agreement and except as otherwise provided in any data transfer
agreement entered into by the Company, the Grantee: (i) authorizes the Company, and any agent of the Company administering the
Plan or providing Plan recordkeeping services, to disclose to the Company such information and data as the Company shall request
in order to facilitate the administration of the Plan; (ii) waives any data privacy rights the Grantee may have with respect to
such information; and (iii) authorizes the Company to store and transmit such information in electronic form. For purposes of
this Section 14(f), the term “Company” refers to the Company and each of its Subsidiaries.


 


(g)
Notices. Any notice in connection with this Restricted Stock Unit Agreement shall be deemed to have been properly delivered
if it is delivered in the form specified by the Committee as follows:


 


	 	To
    the Grantee:	Last
    address provided to the Company
	 	 	 
	 	To
    the Company:	Hilla
Eisenberg – CFO

	 	 	Oramed
        Pharmaceuticals Inc.

        Hi-Tech
        Park 2/5, Givat-Ram

	 	 	PO
    Box 39098
	 	 	Jerusalem
    91390, Israel
	 	 	Fax2mail:
    +972 73 714 6872
	 	 	Email:
    hilla@oramed.com





 


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