Blue Sphere Corp: Exhibit 10.4 - Filed by newsfilecorp.com






BLUE SPHERE
CORP.

GLOBAL SHARE INCENTIVE
PLAN (2010)

1. NAME AND
PURPOSE.

     1.1 This plan, which has
been adopted by the Board of Directors of the Company, Blue Sphere Corp., as
amended from time to time, shall be known as the Blue Sphere Corp. Global Share
Incentive Plan (2010) (the “Plan”).

     1.2 The purposes of the
Plan are to attract and retain the best available personnel for positions of
substantial responsibility, to provide additional incentive to Service Providers
of the Company and its affiliates and subsidiaries, if any, and to promote the
Company's business by providing such individuals with opportunities to receive
Awards pursuant to the Plan and to strengthen the sense of common interest
between such individuals and the Company's Stockholders.

     1.3 Awards granted under
the Plan to Service Providers in various jurisdictions may be subject to
specific terms and conditions for such grants may be set forth in one or more
separate appendix to the Plan, as may be approved by the Board of Directors of
the Company from time to time.

2. DEFINITIONS

     “Administrator” shall mean the
Board of Directors or a Committee.

     “Appendix” shall mean any
appendix to the Plan adopted by the Board of Directors containing
country-specific or other special terms relating to Awards including additional
terms with respect to grants of restricted stock and other equity-based
Awards.

     “Award” shall mean a grant
of Options or allotment of Shares or other equity-based award hereunder. All
Awards shall be confirmed by an Award Agreement, and subject to the terms and
conditions of such Award Agreement. 

     “Award Agreement” shall
mean a written instrument setting forth the terms applicable to a particular
Award. 

     “Board of Directors” shall mean
the board of directors of the Company.

     “Cause” shall have the
meaning ascribed to such term or a similar term as set forth in the
Participant’s employment agreement or the agreement governing the provision of
services by a non-employee Service Provider, or, in the absence of such a
definition: (i) conviction (or plea of nolo contendere) of any felony or
crime involving moral turpitude or affecting the Company; (ii) repeated and
unreasonable refusal to carry out a reasonable and lawful directive of the
Company or of Participant’s supervisor which involves the business of the
Company or its affiliates and was capable of being lawfully performed; (iii)
fraud or embezzlement of funds of the Company or its affiliates; (iv) any breach
by a director of his / her fiduciary duties or duties of care towards the
Company; and (v) any disclosure of confidential information of the Company or
breach of any obligation not to compete with the Company or not to violate a
restrictive covenant.

     “Committee” shall mean a
compensation committee or other committee as may be appointed and maintained by
the Board of Directors, in its discretion, to administer the Plan, to the extent
permissible under applicable law, as amended from time to time.




     “Company” shall mean Blue
Sphere Corp., a Nevada Corporation, and its successors and assigns.

     “Consultant” means any
entity or individual who (either directly or, in the case of an individual,
through his or her employer) is an advisor or consultant to the Company or its
subsidiary or affiliate.

     “Corporate Charter” shall
mean the Certificate of Incorporation and By-laws of the Company, and any
subsequent amendments or replacements thereto. 

      “Disability” shall have
the meaning ascribed to such term or a similar term in the Participant's
employment agreement (where applicable), or in the absence of such a definition,
the inability of the Participant, in the opinion of a qualified physician
acceptable to the Company, to perform the major duties of the Participant’s
position with the Company because of the sickness or injury of the Participant
for a consecutive period of 90 days.

      “Fair Market Value” shall
mean, as of any date, the value of Shares, determined as follows:

            
(i) If the Shares are listed on any established stock exchange or traded on the
Nasdaq National Market or the Nasdaq Small Cap Market, the Fair Market Value of
a Share of common stock of the Company shall be the closing sales price for such
stock (or the closing bid, if no sales were reported) as quoted on such exchange
or market (or the exchange or market with the greatest volume of trading in the
common stock) on the last market trading day prior to the day of determination,
as reported in the Wall Street Journal or such other source as the Board deems
reliable.

             
(ii) In the absence of such markets for the Shares, the Fair Market Value shall
be determined in good faith by the Board.

     “IPO” shall mean an
initial offering of the Company’s Shares to the public in an underwritten
offering under an applicable registration statement. 

     “Options” shall mean options to
purchase Shares awarded under the Plan.

     “Participant” shall mean a
recipient of an Award hereunder who executes an Award Agreement. 

     “Restricted Stock” means
an Award of Shares under this Plan that is subject to the terms and conditions
of Section 7.

     “Service Provider” shall
mean an employee, director, office holder or Consultant of the Company or its
subsidiary or affiliate.

     “Shares” shall mean shares
of common stock, par value US$ 0.001 per share, of the Company. 

     “Transaction” shall have
the meaning set forth in Section 10.2.

    
3.        ADMINISTRATION OF
THE PLAN.

     3.1      The
Plan will be administered by the Administrator. If the Administrator is a
Committee, such Committee will consist of such number of members of the board of
directors of the Company (not less than two in number), as may be determined
from time to time by the Board of Directors. The Board of Directors shall
appoint such members of the Committee, may from time to time remove members
from, or add members to, the Committee, and shall fill vacancies in the
Committee however caused.

     3.2      The
Committee, if appointed, shall select one of its members as its Chairman and
shall hold its meetings at such times and places as it shall determine. Actions
at a meeting of the Committee at which a majority of its members are present or acts approved in writing
by all members of the Committee shall be the valid acts of the Committee. The
Committee shall appoint a secretary, who shall keep records of its meetings and
shall make such rules and regulations for the conduct of its business and the
implementation of the Plan, as it shall deem advisable, subject to the
directives of the Board of Directors and in accordance with applicable law.

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     3.3      Subject
to the general terms and conditions of the Plan, and in particular Section 3.4
below, the Administrator shall have full authority in its discretion, from time
to time and at any time, to determine (i) eligible Participants, (ii) the number
of Options or Shares to be covered by each Award, (iii) the time or times at
which the Award shall be granted, (iv) the vesting schedule and other terms and
conditions applying to Awards, (v) the form(s) of written agreements applying to
Awards, and (vi) any other matter which is necessary or desirable for, or
incidental to, the administration of the Plan and the granting of Awards. The
Board of Directors may, in its sole discretion, delegate some or all of the
powers listed above to the Committee, to the extent permitted by applicable law,
its Corporate Charter or other applicable law, rules and regulations. 

     3.4      No
member of the Board of Directors or of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any Award
granted hereunder. Subject 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 him or her, or any liability (including any sum
paid in settlement of a claim with the approval of the Company) arising out of
any act or omission to act in connection with the Plan unless arising out of
such member’s own willful misconduct or bad faith, to the fullest 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 Corporate Charter, any agreement, any vote of stockholders or
disinterested directors, insurance policy or otherwise.

     3.5      The
interpretation and construction by the Administrator of any provision of the
Plan or of any Option hereunder shall be final and conclusive. In the event that
the Board appoints a Committee, the interpretation and construction by the
Committee of any provision of the Plan or of any Option hereunder shall be
conclusive unless otherwise determined by the Board of Directors. To avoid
doubt, the Board of Directors may at any time exercise any powers of the
Administrator, notwithstanding the fact that a Committee has been appointed.

     3.6      The
Administrator shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan and perform
all acts, including the delegation of its responsibilities (to the extent
permitted by applicable law and applicable stock exchange rules), as it shall,
from time to time, deem advisable; to construe and interpret the terms and
provisions of the Plan and any Award issued under the Plan (and any agreements
relating thereto); and to otherwise supervise the administration of the Plan.
The Administrator may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or in any agreement relating thereto in the manner and
to the extent it shall deem necessary to effectuate the purpose and intent of
the Plan. Notwithstanding the foregoing, no action of the Administrator under
this Section 0 not otherwise provided for herein or in an Award Agreement shall
reduce the vested rights of any Participant without the Participant’s
consent.

     3.7      Without
limiting the generality of the foregoing, the Administrator may adopt special
appendices and/or guidelines and provisions for persons who are residing in or
employed in, or subject to, the taxes of, any domestic or foreign jurisdictions,
to comply with applicable laws, regulations, or accounting, listing or other
rules with respect to such domestic or foreign jurisdictions.

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     4.      ELIGIBLE
PARTICIPANTS.

     4.1      No
Award may be granted pursuant to the Plan to any person serving as a member of
the Committee or to any other Director of the Company at the time of the grant,
unless such grant is approved in the manner prescribed for the approval of
compensation of directors under applicable law.

     4.2      Subject
to the limitation set forth in Section 4.1 above and any restriction
imposed by applicable law, Awards may be granted to any Service Provider of the
Company, whether or not a director of the Company or its affiliates. The grant
of an Award to a Participant hereunder shall neither entitle such Participant to
receive an additional Award or participate in other incentive plans of the
Company, nor disqualify such Participant from receiving any additional Award or
participating in other incentive plans of the Company.

     5.      RESERVED
SHARES.

     The Company shall determine the
number of Shares reserved hereunder from time to time, and such number may be
increased or decreased by the Company from time to time. Any Shares under the
Plan, in respect of which the right hereunder of a Participant to purchase the
same shall for any reason terminate, expire or otherwise cease to exist, shall
again be available for grant as Awards under the Plan. Any Shares that remain
unissued and are not subject to Awards at the termination of the Plan shall
cease to be reserved for purposes of the Plan. Until termination of the Plan the
Company shall at all times reserve a sufficient number of Shares to meet the
requirements of the Plan.

     6.      AWARD
AGREEMENT.

     6.1      The
Board of Directors in its discretion may award to Participants Awards available
under the Plan. The terms of the Award will be set forth in the Award Agreement.
The date of grant of each Award shall be the date specified by the Board of
Directors at the time such award is made, or in the absence of such
specification, the date of approval of the award by the Board of Directors.

     6.2      The
Award Agreement shall state, inter alia, the number of Options or Shares
or equity-based units covered thereby, the type of Option or Share-based or
other grant awarded, any special terms applying to such Award (if any),
including the terms of any country-specific or other applicable Appendix, as
determined by the Board of Directors.

     7.      RESTRICTED
STOCK AND OTHER EQUITY-BASED AWARDS.

     7.1     
Eligibility. Restricted Stock may be issued to all Participants either
alone or in addition to other Awards granted under the Plan. The Administrator
shall determine the eligible Participants to whom, and the time or times at
which, grants of Restricted Stock will be made, the number of shares to be
awarded, the purchase price (if any) to be paid by the Participant (subject to
Section 7.2), the time or times at which such Awards may be subject to
forfeiture (if any), the vesting schedule (if any) and rights to acceleration
thereof, and all other terms and conditions of the Awards. The Administrator may
condition the grant or vesting of Restricted Stock upon the attainment of
specified performance targets or such other factors as the Administrator may
determine, in its sole discretion. Unless otherwise determined by the
Administrator , the Participant shall not be permitted to sell or transfer
shares of Restricted Stock awarded under this Plan during a period set by the
Administrator (if any) (the “Restriction Period”) commencing with the
date of such Award, as set forth in the applicable Award agreement.

     7.2      Terms.
A Participant selected to receive Restricted Stock shall not have any rights
with respect to such Award, unless and until such Participant has delivered a
fully executed copy of the Award Agreement evidencing the Award to the Company
and has otherwise complied with the applicable terms and conditions of such
Award. The purchase price of Restricted Stock shall be determined by the
Administrator, but shall not be less than as permitted under applicable law. Awards of
Restricted Stock must be accepted within a period of 60 days (or such shorter
period as the Administrator may specify at grant) after the grant date, by
executing an Award Agreement and by paying whatever price (if any) the
Administrator has designated thereunder.

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     7.3      Legend.
Each Participant receiving Restricted Stock shall be issued a share
certificate in respect of such shares of Restricted Stock, unless the
Administrator elects to use another system, such as book entries by the transfer
agent, as evidencing ownership of Restricted Stock. Such certificate shall be
registered in the name of such Participant, and shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such Award,
substantially in the following form (as well as other legend required by the
Administrator pursuant to Section 19.3 below):


	“The anticipation, alienation, attachment, sale, transfer,
      assignment, pledge, encumbrance or charge of the shares represented hereby
      are subject to the terms and conditions (including forfeiture) of the Blue
      Sphere Corp. Global Incentive Plan (2010), and an Award Agreement entered
      into between the registered owner and the Company dated ____________ .
      Copies of such Plan and Award agreement are on file at Blue Sphere Corp.”
    



     7.4      Custody.
The Administrator may require that any share certificates evidencing
such shares be held in custody by the Company until the restrictions thereon
shall have lapsed, and that, as a condition of any Restricted Stock Award, the
Participant shall have delivered a duly signed share transfer deed, endorsed in
blank, relating to the Shares covered by such Award.

     7.5      Rights
as Stockholder. Except as provided in this Section and Section 7.4
above and as otherwise determined by the Administrator and set forth in the
Award Agreement, the Participant shall have, with respect to the shares of
Restricted Stock, all of the rights of a holder of Shares including, without
limitation, the right to receive any dividends, the right to vote such shares
and, subject to and conditioned upon the full vesting of shares of Restricted
Stock, the right to tender such shares. Notwithstanding the foregoing, the
payment of dividends shall be deferred until, and conditioned upon, the
expiration of the applicable Restriction Period, unless the Administrator, in
its sole discretion, specifies otherwise at the time of the Award.

     7.6      Lapse
of Restrictions. If and when the Restriction Period expires without a
prior forfeiture of the Restricted Stock subject to such Restriction Period, the
certificates for such shares shall be delivered to the Participant. All legends
shall be removed from said certificates at the time of delivery to the
Participant except as otherwise required by applicable law. Notwithstanding the
foregoing, actual certificates shall not be issued to the extent that book entry
recordkeeping is used.

     7.7      Other
Equity-Based Awards. Other equity-based awards (including, without
limitation, restricted stock units and performance share awards) may be granted
either alone or in addition to or other Awards granted under the Plan to all
eligible Participants pursuant to such terms and conditions as the Administrator
may determine, including without limitation, in one or more appendix adopted by
the administrator and appended to this Plan. 

     8.        EXERCISE OF OPTIONS.

     8.1      Options
shall be exercisable pursuant to the terms under which they were awarded and
subject to the terms and conditions of the Plan and any applicable Appendix, as
specified in the Award Agreement.

     8.2      The
exercise price for each share to be issued upon exercise of an Option shall be
such price as is determined by the Board in its discretion, provided that the
price per Share is not less than the par value of each Share.

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     8.3      An
Option, or any part thereof, shall be exercisable by the Participant's signing
and returning to the Company at its principal office (and to the Trustee, where
applicable), a “Notice of Exercise” in such form and substance as may be
prescribed by the Board of Directors from time to time, together with full
payment for the Shares underlying such Option.

     8.4      Each
payment for Shares under an Option shall be in respect of a whole number of
Shares, shall be effected in cash or by check payable to the order of the
Company, or such other method of payment acceptable to the Company as determined
by the Administrator, and shall be accompanied by a notice stating the number of
Shares being paid for thereby.

     8.5      Until
the Shares are issued (as evidenced by the appropriate entry in the share
register of the Company or of a duly authorized transfer agent of the Company) a
Participant shall have no right to vote or right to receive dividends or any
other rights as a shareholder shall exist with respect to such Shares,
notwithstanding the exercise of the Option. The Company shall issue (or cause to
be issued) such Shares promptly after the Option is exercised. No adjustment
will be made for a dividend or other right the record date for which is prior to
the date the Shares are issued, except as provided in Section 9 of the Plan.

     8.6      To
the extent permitted by law, if the Share is traded on a national securities
exchange, The Nasdaq Share Market or quoted on a national quotation system
sponsored by the National Association of Securities Dealers or otherwise
publicly traded or quoted, payment for the Shares underlying an Option may be
made all or in part by the delivery (on a form prescribed by the Company) of an
irrevocable direction to a securities broker approved by the Company to sell
Shares and to deliver all or part of the sales proceeds to the Company in
payment of the exercise price (or the relevant portion thereof, as applicable)
and any withholding taxes, or on such other terms and conditions as may be
acceptable to the Administrator. No Shares shall be issued until payment has
been made or provided for, as provided herein. 

     9.       
TERMINATION OF RELATIONSHIP AS SERVICE PROVIDER.

     9.1     
Effect of Termination; Exercise after Termination. Unless otherwise
determined by the Administrator, if a Participant ceases to be a Service
Provider, such Participant may exercise any outstanding Options within such
period of time as is specified in the Award Agreement or the Plan to the extent
that the Options are vested on the date of termination (but in no event later
than the expiration of the term of the Option as set forth in the Option
Agreement). If, on the date of termination, any Options are unvested, the Shares
covered by the unvested portion of the Option shall revert to the Plan. If,
after termination, the Participant does not exercise the vested Options within
the time specified in the Award Agreement or the Plan, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

     In the absence of a provision
specifying otherwise in the relevant Award Agreement, then:

               (a)      in
the event that the Participant ceases to be a Service Provider for any reason
other than termination for Cause, or as a result of the Participant’s death or
Disability: (i) the vested Options shall remain exercisable until the earlier
of: (i) a period of three (3) months from the Date of Termination; or (ii)
expiration of the term of the Option as set forth in Section 13; and (ii) all
Restricted Stock still subject to restriction under the applicable Restriction
Period, as set forth in the Award Agreement, shall be
forfeited; 

               (b)
in the event that the Participant ceases to be a Service Provider as a result of
the Participant’s death or Disability: (i) the vested Options shall remain
exercisable until the earlier of: (i) a period of one (1) year from the Date of
Termination; or (ii) expiration of the term of the Option as set forth in
Section ; and (ii) all Restricted Stock
still subject to restriction under the applicable Restriction Period, as set
forth in the Award Agreement, shall be
forfeited; 

               (c)
in the event that the Participant ceases to be a Service Provider for Cause, (i)
all Options will terminate immediately upon the date of such termination for
Cause, such that the unvested portion of the Options will not vest, and the
vested portion of the Options will no longer be exercisable; and (ii) all Restricted Stock still subject to restriction under the
applicable Restriction Period as of the Date of Termination, as set forth in the
Award Agreement, shall be forfeited. 

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     9.2     
Date of Termination. For purposes of the Plan and any Option or Option
Agreement, and unless otherwise set forth in the relevant Award Agreement, the
“Date of Termination” (whether for Cause or otherwise) shall be the
effective date of termination of the Participant's employment or engagement as a
Service Provider. 

     9.3      Leave
of Absence. Unless the Administrator provides otherwise, vesting of
Awards granted hereunder shall be suspended during any unpaid leave of
absence.

     9.4      Change
of Status. A Service Provider shall not cease to be considered as such
in the case of any (a) leave of absence approved by the Company, or (b)
transfers between locations of the Company or between the Company, and its
parent, subsidiary, affiliate, or any successor thereof; or (c) changes in
status (employee to director, employee to consultant, etc.) provided that such
change does not affect the specific terms applying to the Service Provider’s
Award.

     10.      ADJUSTMENTS.

     Upon the occurrence of any of the
following described events, a Participant's rights to purchase Shares under the
Plan shall be adjusted as hereinafter provided:

     10.1     Changes
in Capitalization. Subject to any required action by the stockholders
of the Company, the number of Shares covered by each outstanding Award, and the
number of Shares which have been authorized for issuance under the Plan but as
to which no Options or other Award have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option or other
Award, as well as the price per Share covered by each such outstanding Option,
shall be proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from a share split, reverse share split, share dividend,
combination or reclassification of the Shares, or any other increase or decrease
in the number of issued Shares effected without receipt of consideration by the
Company. The 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 Board, 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 Shares subject to an Option or
other Award. 

     10.2     Merger,
Acquisition, or Asset Sale.

               (a)
In the event of (i) a merger or consolidation of the Company with or into
another corporation resulting in such other corporation being the surviving
entity or the direct or indirect parent of the Company or resulting in the
Company being the surviving entity and any other person or entity owning fifty
percent (50%) or more of the outstanding voting power of the Company's
securities by virtue of the transaction, (ii) an acquisition of all or
substantially all of the shares of the Company, or (iii) the sale of all or
substantially all of the assets of the Company (each such event, a
“Transaction”), the unexercised or restricted portion of each outstanding
Award shall be assumed or an equivalent Award or right substituted, by the
successor corporation or an affiliate of the successor corporation, as shall be
determined by such entity, subject to the subsequent sentence in this Section
0(a) and the remaining terms of the Plan. In the event that the successor
corporation or a parent or subsidiary of the successor corporation does not
provide for such an assumption or substitution of Options, the Administrator may
determine, at its sole discretion, that all or a portion of the outstanding and
unvested Options shall become exercisable in full on a date no later than ten
(10) days prior to the date of consummation of the Transaction, provided that
unless otherwise determined by the Administrator, the exercise of all Options
that otherwise would not have been exercisable in the absence of a
Transaction, shall be contingent upon the actual consummation of the
Transaction.

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               (b)      For
the purposes of this Section 010.2, an Option shall be considered assumed or
substituted if, following a Transaction, the option confers the right to
purchase or receive, for each Share subject to the Option immediately prior to
the Transaction, the consideration (whether stock, cash, or other securities or
property) received in the merger or sale of assets by holders of Shares of the
Company for each Share held on the effective date of the Transaction (and if
holders were offered a choice of consideration, the type of consideration
determined by the Administrator, at its sole discretion); provided, however,
that if the consideration received in the Transaction is not solely common stock
or ordinary shares (or the equivalent) of the successor corporation or its
direct or indirect parent, the Administrator may, with the consent of the
successor corporation, provide for the per share consideration to be received
upon the exercise of the Option to be solely common stock or ordinary shares (or
the equivalent) of the successor corporation or its direct or indirect parent
equal in fair market value to the per share consideration received by holders of
Shares in the Transaction, as determined by the Administrator.

               (c)      In
the event that the Board of Directors determines in good faith that, in the
context of a Transaction, certain Options have no monetary value and thus do not
entitle the holders of such Options to any consideration under the terms of the
Transaction, the Board of Directors may determine that such Options shall
terminate effective as of the effective date of the Transaction.

               (d)      It
is the intention that the Administrator’s authority to make determinations,
adjustments and clarifications in connection with the treatment of Awards shall
be interpreted as widely as possible, to allow the Administrator maximal power
and flexibility to interpret and implement the provisions of the Plan in the
event of Transaction, provided that the Administrator shall determine in good
faith that a Participant’s rights are not thereby adversely affected without the
Participant’s express written consent. Without derogating from the generality of
the foregoing, the Administrator shall have the authority, at its sole
discretion, to determine that the treatment of Options, whether vested or
unvested, in a Transaction may differ among individual Participants or groups of
Participants, provided that the overall economic impact of the different
approaches determined by the Administrator shall be substantively equivalent as
of the date of the closing of the Transaction.

     11.       
NON-TRANSFERABILITY OF OPTIONS AND SHARES.

     11.1      No
Option may be transferred other than by will or by the laws of descent and
distribution, and during the Participant's lifetime an Option may be exercised
only by such Participant.

     11.2     Restricted
Stock may not be assigned, transferred, pledged or mortgaged, other than by will
or laws of descent and distribution, prior to the date on which the date on
which any applicable restriction, performance or deferred period lapses. Shares
for which full payment has not been made, may not be assigned, transferred,
pledged or mortgaged, other than by will or laws of descent and distribution.
For avoidance of doubt, the foregoing shall not be deemed to restrict the
transfer of an Participant's rights in respect of Options or Shares purchasable
pursuant to the exercise thereof upon the death of such Participant to such
Participant’s estate or other successors by operation of law or will, whose
rights therein shall be governed by Section 9.1(a) hereof, and as may otherwise
be determined by the Administrator. Further restrictions on the transfer of
Shares are set forth below in Section 21 below.

     12.      
TERM AND AMENDMENT OF THE PLAN.

     12.1     The
Plan shall expire on the date which is ten (10) years from the date of its
adoption by the Board of Directors (except as to Options outstanding on that
date).

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     12.2      Notwithstanding
any other provision of the Plan, the Board (or a duly authorized Committee
thereof) may at any time, and from time to time, amend, in whole or in part, any
or all of the provisions of the Plan (including any amendment deemed necessary
to ensure that the Company may comply with any regulatory requirement), or
suspend or terminate it entirely, retroactively or otherwise; provided, however,
that, except (x) to correct obvious drafting errors or as otherwise required by
law or (y) as specifically provided herein, the rights of a Participant with
respect to Awards granted prior to such amendment, suspension or termination,
may not be reduced without the consent of such Participant. The Administrator
may amend the terms of any Award theretofore granted, prospectively or
retroactively, but except (x) to correct obvious drafting errors or as otherwise
required by law or applicable accounting rules, or (y) as specifically provided
herein, no such amendment or other action by the Committee shall reduce the
rights of any Participant with respect to Awards without the Participant’s
consent.

     13.      
TERM OF OPTION.

     Unless otherwise explicitly
provided in an Award Agreement, if any Option, or any part thereof, has not been
exercised and the Shares covered thereby not paid for within ten (10) years
after the date on which the Option was granted, as set forth in the Award
Agreement (or any other period set forth in the instrument granting such Option
pursuant to Section 6), such Option, or such part thereof, and the right to
acquire such Shares shall terminate, all interests and rights of the Participant
in and to the same shall expire, and, in the event that in connection therewith
any Shares are held in trust as aforesaid, such trust shall expire.

     14.      CONTINUANCE
OF ENGAGEMENT.

     Neither the Plan nor any offer of
Shares or Options to a Participant shall impose any obligation on the Company or
a related company thereof, to continue the employment or engagement of any
Participant as a Service Provider, and nothing in the Plan or in any Option
granted pursuant thereto shall confer upon any Participant any right to continue
to serve as a Service Provider of the Company or a related company thereof or
restrict the right of the Company or a related company thereof to terminate such
employment or engagement at any time.

     15.      GOVERNING
LAW.

     The Plan and all instruments
issued thereunder or in connection therewith, shall be governed by, and
interpreted in accordance with, the laws of the State of Nevada.

     16.      APPLICATION
OF FUNDS.

     The proceeds received by the
Company from the sale of Shares pursuant to Options granted under the Plan will
be used for general corporate purposes of the Company or any related company
thereof.

     17.     
TAXES.

     17.1    Any
tax consequences arising from the grant, or vesting or exercise of any Award,
from the payment for Shares covered thereby, or from any other event or act (of
the Company, and/or its affiliates, or the Participant), hereunder, shall be
borne solely by the Participant. The Company and/or its affiliates shall
withhold taxes according to the requirements under the applicable laws, rules,
and regulations, including withholding taxes at source. Furthermore, the
Participant shall agree to indemnify the Company and/or its affiliates and hold
them harmless against and from any and all liability for any such tax or
interest or penalty thereon, including without limitation, liabilities relating
to the necessity to withhold, or to have withheld, any such tax from any payment
made to the Participant. The Company or any of its affiliates may make such
provisions and take such steps as it may deem necessary or appropriate for the
withholding of all taxes required by law to be withheld with respect to Awards
granted under the Plan and the exercise thereof, including, but not limited, to
(i) deducting the amount so required to be withheld from any other amount (or
Shares issuable) then or thereafter to be provided to the Participant, including by
deducting any such amount from a Participant’s salary or other amounts payable
to the Participant, to the maximum extent permitted under law and/or (ii)
requiring the Participant to pay to the Company or any of its affiliates the
amount so required to be withheld as a condition of the issuance, delivery,
distribution or release of any Shares and/or (iii) by causing the exercise and
sale of any Options or Shares held by on behalf of the Participant to cover such
liability, up to the amount required to satisfy minimum statutory withholding
requirements. In addition, the Participant will be required to pay any amount
due in excess of the tax withheld and transferred to the tax authorities,
pursuant to applicable tax laws, regulations and rules.

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     17.2      he
receipt of an Award and/or the acquisition of Shares issued upon the exercise of
the Options may result in tax consequences. The description of tax consequences
set forth in the Plan or any Appendix hereto does not purport to be complete, up
to date or to take into account any special circumstances relating to a
Participant.

     17.3     THE
PARTICIPANT IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX
CONSEQUENCES OF RECEIVING OR EXERCISING ANY AWARD IN LIGHT OF HIS OR HER
PARTICULAR CIRCUMSTANCES.

     18.      MARKET
STAND-OFF

     If so requested by the Company or
any representative of the underwriters (the “Managing Underwriter”) in
connection with any registration of the offering of any securities of the
Company under the securities laws of any jurisdiction, the Participant shall not
sell or otherwise transfer any Shares or other securities of the Company during
a 180-day period or such other period as may be requested in writing by the
Managing Underwriter and agreed to in writing by the Company (the “Market
Standoff Period”) following the effective date of registration statement of
the Company filed under such securities laws. The Company may require the
Participant to execute a form of undertaking to this effect or impose stop
transfer instructions with respect to securities subject to the foregoing
restrictions until the end of such Market Standoff Period. 

     19.     
CONDITIONS UPON ISSUANCE OF SHARES.

     19.1     Legal
Compliance. Shares shall not be issued pursuant to the exercise of an
Option or with respect to any other Award unless the exercise of such Option or
grant of such Award and 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. 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.

     19.2     Investment
Representations. As a condition to the exercise of an Option or receipt
of an Award, the Board may require the person exercising such Option or
receiving such Award to represent and warrant at the time of any such exercise
or the time of receipt of the Award that the Shares are being purchased only for
investment and without any present intention to sell or distribute such Shares,
and make other representations as may be required under applicable securities
laws if, in the opinion of counsel for the Company, such representations are
required, all in form and content specified by the Board.

     19.3     Legend.
The Administrator may require each person receiving Shares pursuant to
an Award granted under the Plan to represent to and agree with the Company in
writing that the Participant is acquiring the shares without a view to
distribution thereof and such other securities law related representations as
the Administrator shall request. In addition to any legend required by the Plan,
the certificates for such shares may include any legend which the Administrator
deems appropriate to reflect any applicable restrictions on transfer. All
certificates for Shares delivered under the Plan shall be subject to such stock
transfer orders and other restrictions as the Administrator may deem advisable under the
rules, regulations and other requirements of any relevant securities authority,
any stock exchange upon which the Shares are then listed or any national
securities association system upon whose system the Shares are then quoted, any
applicable securities law, and any applicable corporate law, and the
Administrator may cause a legend or legends to be put on any such certificates
to make appropriate reference to such restrictions.

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     20.      PROXY

     The Company, at its sole
discretion, may require that as a condition of grant of an Award or of exercise
of an Option, the Participant be required to grant an irrevocable proxy to any
appropriate person designated by the Company, to vote all Shares obtained by the
Participant pursuant to an Award at all general meetings of Company, and to sign
all written resolutions, waivers, consents etc. of the shareholders of the
Company on behalf of the Participant, including the right to waive on behalf of
the Participant all minimum notice requirements for meetings of shareholders of
the Company. Such proxy shall remain in effect until the consummation of an IPO,
and shall be irrevocable as the rights of third parties, including investors in
the Company, depend upon such proxy. The proxy shall be personal to the
Participant and shall not survive the transfer of the Participant’s Shares to a
third-party transferee; provided, however, that upon a transfer of the
Participant’s Shares to such a transferee (subject to the terms and conditions
of the Plan concerning any such transfer), the transferee may be required to
grant an irrevocable proxy to such appropriate person as the Company, in giving
its approval to the transfer, so requires. The proxy may be contained in the
Award Agreement of each Participant or otherwise as the Committee determines. If
contained in the Award Agreement, no further document shall be required to
implement such proxy, and the signature of the Participant on the Award
Agreement shall indicate approval of the proxy thereby granted. The holder of
the proxy shall be indemnified and held harmless by the Company against any cost
or expense (including counsel fees) reasonably incurred by him/her, or any
liability (including any sum paid in settlement of a claim with the approval of
the Company) arising out of any act or omission to act in connection with the
voting of the proxy unless arising out of his/her own fraud, bad faith or gross
negligence, to the extent permitted by applicable law. Such indemnification
shall be in addition to any rights of indemnification the holder of the proxy
may have as a director, officer or otherwise under the Company's Certificate of
Incorporation, by laws or any agreement, any vote of shareholders or directors,
insurance policy or otherwise.

     21.      ADDITIONAL
RESTRICTIONS ON TRANSFERS OF SHARES.

     Until such time as the Shares are
registered for trade to the public, a Participant shall not be permitted to
transfer, sell, assign, pledge, hypothecate, or otherwise encumber or dispose of
in any way (for the purposes of this Section 21, a “Transfer”) to one or
more third parties pursuant to an understanding with such third parties any
Shares, except as otherwise provided in this Plan, the applicable Award
Agreement or as required under applicable law. 

     22.      MISCELLANEOUS.

     Whenever applicable in the Plan,
the singular and the plural, and the masculine, feminine and neuter shall be
freely interchangeable, as the context requires. The Section headings or titles
shall not in any way control the construction of the language herein, such
headings or titles having been inserted solely for the purpose of simplified
reference. Words such as “herein”, “hereof”, “hereto”, “hereinafter”, “hereby”,
and “hereinabove” when used in the Plan refer to the Plan as a whole, including
any applicable Appendices, unless otherwise required by context.



BLUE SPHERE CORP.
  GLOBAL SHARE INCENTIVE PLAN (2010) 

  NOTICE OF GRANT


[Insert Date] 

Dear Mr. _______ ,

I am pleased to inform you that the Board of Directors of Blue
  Sphere Corp. (the “Company”) has decided to grant you the following shares of
  common stock of the Company, par value $0.001 each, subject to the terms and
  conditions of the Plan (including the Appendix for Israeli Taxpayers, which was
  submitted to the ITA on [insert date of submission of Plan] ), the
  Employment Agreement (as defined herein) and your Option Award Agreement, as
  follows:


  	Type
        of Grant: 	Section 102 – Capital Gains Track 
	Total Number of Shares covered by this Grant: 	________ 
	Date of Grant: 	[Insert Grant date, which will be no sooner
      than 30 days after submission of the Plan to the ITA.] 
	Vesting Schedule: 	(a) Subject to the terms of early termination specified in
        your Option Award Agreement and the Employment Agreement, commencing on
        the Commencement Date, the Shares underlying the Options shall vest in
        equal quarterly installments every three months during the period that you
        serve as an employee, with each installment equal to 12.5% of the Shares
        granted. The installments will be cumulative (i.e., this Option may be
        exercised, as to any or all shares covered by an installment, at any time
        or times after an installment becomes exercisable and until expiration or
        termination of this Option). Other than as provided in this Notice, Shares
        issued on exercise of the Option may not be sold until the date that is
        two years after the Effective Date. 

        

        (b) Notwithstanding the
        foregoing, all of the Shares underlying the Option shall immediately vest
        upon: (i) the Company ending your employment pursuant to paragraph 5.3 of
        the Employment Agreement without cause; or (ii) an event of a merger or
        acquisition by a third party of substantially all the Company or other
        “exit event” for all shareholders of the Company (each such event an
        “Exit”), upon which Exit you will be entitled to exercise the Option and
        join with customary rights of “tag-along” and shall consequently be
        entitled to sell the entirety of your Shares at the Exit price per share
        of the selling shareholders in such Exit. Notwithstanding section (ii)
        above, in the event of an Exit where you are requested to remain employed
        by the Company on terms no less favorable to you than under the Employment
        Agreement but you refuse to remain so employed, your Stock Options will
        vest as per paragraph (a) hereof. 
	Special Terms: 	This Option Grant shall expire, and all rights hereunder
        to purchase the Shares shall terminate, two (2) years from the
        Commencement Date or, if earlier, upon the date and for the reasons
        specified in your Option Agreement or in this Notice. Nothing contained
        herein shall be construed to interfere in any way with the right of the
        Company to terminate the relationship between you and it. 




All capitalized terms in this Notice shall have the meaning
assigned to them in this Notice, the Plan (including the Appendix for Israeli
Taxpayers), the Employment Agreement between you and the Company dated _______, 2010 (the “Employment Agreement”) or your Option Award
Agreement and the Trust Agreement, as applicable. The terms and conditions
governing your grant are set forth in the Plan (including the Appendix for
Israeli Taxpayers) and the Option Award Agreement. The Participant represents
that the Participant has read and is familiar with the provisions of the Plan
and the Stock Option Agreement and the Trust Agreement, and hereby accepts the
Option subject to all of their terms and conditions. The company hereby
encourages you to consult with legal counsel including tax practitioners
regarding the legal and tax ramifications of the granting, holding, exercise and
sale of options and/or stocks. This grant is contingent upon your execution of
the Option Award Agreement. 

Congratulations.

Yours truly,


_________________

Blue Sphere Corp.

APPROVAL OF THE ELIGIBLE 102 PARTICIPANT:

Should the Company allocate Options on my behalf on
  _____________under the Plan, I _______________, I.D. ____________hereby agree
  that such Options will be so allocated:

I hereby agree that all the Options and Additional Rights
  granted to me, shall be allocated to the Trustee under provisions of the Capital
  Gain Tax Track and shall be held by the Trustee for a period that is not shorter
  than the period stated in Section 102 and in accordance with the provisions of
  the Trust Agreement.

I am aware of the fact that upon termination of my employment
  in the Company, I shall not have a right to the Options, except as specified in
  the Plan.

I hereby confirm that:

	 	1. 	I read the Plan and I understand and accept its
      terms and conditions. I am aware of the fact that the Company agrees to grant me the Options based on
      my confirmation; 

	 	2. 	I understand the provisions of Section 102 and
      the applicable tax avenue of this grant of Options – Capital tax avenue by a trustee; 

	 	3. 	I agree to the terms and conditions of the
      Trust Agreement; 

	 	4. 	I am an Israeli resident and I will inform the
      Trustee when I will cease being an Israeli resident; 

	 	5. 	Subject to the provisions of Section 102, I
      confirm that I shall not sell nor transfer the Options, Stocks or Additional Rights from the Trustee until the
      end of the Required Holding Period; 

	 	6. 	I understand that this grant of Options is
      conditioned upon the receipt, inter alia, of all required approvals from the tax authorities.
      Accordingly, to the extent that for whatever reason the Company shall not be granted an approval by the Israeli
      Tax Authorities under section 102, I shall bear and pay any and all taxes and other levies and payments
      applicable to the grant, exercise, sale or other disposition of options or stocks; 

	 	7. 	I understand and agree that the Trustee shall
      not release any Stocks allocated or issued upon exercise of the Options or Other rights granted to me
      prior to the full payment or secure of the tax liability arising from the Options that were granted to
      me or any Stocks allocated or issued upon exercise of such options (by way of withholding tax or by
      any other way). 

	 	8. 	I confirm that the exercise of Options into
      stocks shall be affected in cash or such other method of payment acceptable to the Company and shall be
      accompanied by an exercise notice stating the number of options exercised.

	 	9. 	I am not a “Controlling Shareholder” as defined
      in Section 32(9) of the Ordinance, and shall not be one after the option allocation. 

	 	10. 	I am obligate to provide any additional
      document and to sign any additional document or declaration required by the trustee or the Company. 

	 	11. 	I hereby confirm that I read this letter
      thoroughly, received all the clarifications and explanations I requested, I understand the contents of this
      letter and the obligations I undertake in signing it. 





	 	 	 	 	 
	Name 	 	Signature 	 	Date 


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