Exhibit 10.3


 


 






 


[ICVT] LTD.


2015 SHARE INCENTIVE PLAN 


 


 



 


Unless otherwise defined, terms used
herein shall have the meaning ascribed to them in Section 2 hereof.


 


	1.	PURPOSE; TYPES OF AWARDS; CONSTRUCTION.



 


1.1. Purpose.
The purpose of this 2015 Share Incentive Plan (as amended, this “Plan”) is to afford an incentive to Service
Providers of ICVT Ltd., an Israeli company (together with any successor corporation thereto, the “Company”), or
any Affiliate of the Company, which now exists or hereafter is organized or acquired by the Company or its Affiliates, to continue
as Service Providers, to increase their efforts on behalf of the Company or its Affiliates and to promote the success of the
Company’s business, by providing such Service Providers with opportunities to acquire a proprietary interest in the Company by the
issuance of Shares or restricted Shares (“Restricted Shares”) of the Company, and by the grant of options to
purchase Shares (“Options”), Restricted Share Units (“RSUs”) and other Share-based Awards
pursuant to Sections 11 through 13 of this Plan.


 


1.2. Types of Awards. This
Plan is intended to enable the Company to issue Awards under various tax regimes, including:


 


(i) pursuant and subject to the
provisions of Section 102 of the Ordinance (or the corresponding provision of any subsequently enacted statute, as amended from time
to time), and all regulations and interpretations adopted by any competent authority, including the Israeli Income Tax Authority
(the “ITA”), including the Income Tax Rules (Tax Benefits in Stock Issuance to Employees) 5763-2003 or such other
rules so adopted from time to time (the “Rules” (such Awards that are intended to be (as set forth in the Award
Agreement) and which qualify as such under Section 102 of the Ordinance and the Rules, “102 Awards”);


 


(ii) pursuant
to Section 3(9) of the Ordinance or the corresponding provision of any subsequently enacted statute, as amended from time to time (such
Awards, “3(9) Awards”);


 


(iii) Incentive Stock Options
within the meaning of Section 422 of the Code, or the corresponding provision of any subsequently enacted United States federal tax
statute, as amended from time to time, to be granted to Employees who are deemed to be residents of the United States, for purposes
of taxation, or are otherwise subject to U.S. Federal income tax (such Awards that are intended to be (as set forth in the Award
Agreement) and which qualify as an incentive stock option within the meaning of Section 422(b) of the Code, “Incentive
Stock Options”); and


 


(iv) Awards
not intended to be (as set forth in the Award Agreement) or which do not qualify as an Incentive Stock Option to be granted to Service
Providers who are deemed to be residents of the United States for purposes of taxation, or are otherwise subject to U.S. Federal income
tax (“Nonqualified Stock Options”).


 


In addition
to the issuance of Awards under the relevant tax regimes in the United States of America and the State of Israel, and without derogating
from the generality of Section 25, this Plan contemplates issuances to Grantees
in other jurisdictions or under other tax regimes with respect to which the Committee is empowered, but is not required, to
make the requisite adjustments in this Plan and set forth the relevant conditions in an appendix to this Plan or in the Company’s
agreement with the Grantee in order to comply with the requirements of such other tax regimes.


 


1.3. Company
Status. This Plan contemplates the issuance of Awards by the Company, both as a private and public company.


 






    


    


    

 


1.4. Construction. To the
extent any provision herein conflicts with the conditions of any relevant tax law, rule or regulation which are relied upon for tax relief
in respect of a particular Award to a Grantee, the Committee is empowered, but is not required, hereunder to determine that the provisions
of such law, rule or regulation shall prevail over those of this Plan and to interpret and enforce such prevailing provisions.


 


	2.	DEFINITIONS.



 


2.1. Terms Generally. Except
when otherwise indicated by the context, (i) the singular shall include the plural and the plural shall include the singular; (ii) any
pronoun shall include the corresponding masculine, feminine and neuter forms; (iii) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time
amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications
set forth therein or herein), (iv) references to any law, constitution, statute, treaty, regulation, rule or ordinance, including any
section or other part thereof shall refer to it as amended from time to time and shall include any successor thereof, (v) reference to
a “company” or “entity” shall include a, partnership, corporation, limited liability company, association, trust,
unincorporated organization, or a government or agency or political subdivision thereof, and reference to a “person” shall
mean any of the foregoing or an individual, (vi) the words “herein”, “hereof” and “hereunder”, and
words of similar import, shall be construed to refer to this Plan in its entirety, and not to any particular provision hereof, (vii)
all references herein to Sections shall be construed to refer to Sections to this Plan; (viii) the words “include”, “includes”
and “including” shall be deemed to be followed by the phrase “without limitation”; and (ix) use of the term “or”
is not intended to be exclusive.


 


2.2.
Defined Terms. The following terms shall have the meanings ascribed to them in this Section 2:


 


2.3. “Affiliate”
shall mean, (i) with respect to any person, any other person that, directly or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, such person (with the term “control” or “controlled
by” within the meaning of Rule 405 of Regulation C under the Securities Act), including, without limitation, any Parent or
Subsidiary, or (ii) for the purpose of 102 Awards, “Affiliate” shall only mean an “employing company”
within the meaning and subject to the conditions of Section 102(a) of the Ordinance.


 


2.4. “Applicable
Law” shall mean any applicable law, rule, regulation, statute, pronouncement, policy, interpretation, judgment, order or
decree of any federal, provincial, state or local governmental, regulatory or adjudicative authority or agency, of any jurisdiction,
and the rules and regulations of any stock exchange, over-the-counter market or trading system on which the Company’s shares are
then traded or listed.


 


2.5. “Award” shall mean any Option,
Restricted Share, RSUs or any other Share-based award granted under this Plan.


 


2.6. “Board”
shall mean the Board of Directors of the Company.


 


2.7. “Code” shall mean the United
States Internal Revenue Code of 1986, and any applicable regulations promulgated thereunder, all as amended.


 


2.8. “Committee” shall mean a committee
established or appointed by the Board to administer this Plan, subject to Section 3.1.


 


2.9. “Companies Law” shall mean the
Israel Companies Law, 5759-1999, and the regulations promulgated thereunder, all as amended from time to time.


 


2.10. “Controlling Shareholder” shall
have the meaning set forth in Section 32(9) of the Ordinance.


 






    - 2 -


    


    

 


2.11.
“Disability” shall mean (i) the inability of a Grantee to engage in any substantial gainful activity or to
perform the major duties of the Grantee’s position with the Company or its Affiliates by
reason of any medically determinable physical or mental impairment which has lasted or can be expected to last for a
continuous period of not less than 12 months (or such other period as determined by the Committee),
as determined by a qualified doctor acceptable to the Company, (ii) if applicable, a “permanent and total
disability” as defined in Section 22(e)(3) of the Code or Section 409A(a)(2)(c)(i) of the Code, as amended from time to time,
or (iii) as defined in a policy of the Company that the Committee deems applicable to this Plan, or that makes reference to this
Plan, for purposes of this definition.


 


2.12.
“Employee” shall mean any person treated as an employee (including an officer or a director who is also treated
as an employee) in the records of the Company or any of its Affiliates (and in the case of 102 Awards, subject to Section 9.3 or in
the case of Incentive Stock Options, who is an employee for purposes of Section 422 of the Code); provided, however, that neither
service as a director nor payment of a director’s fee shall be sufficient to constitute employment for purposes of this Plan.
The Company shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be
an Employee and the effective date of such individual’s employment or termination of employment, as the case may be. For
purposes of a person’s rights, if any, under this Plan as of the time of the Company’s determination, all such
determinations by the Company shall be final, binding and conclusive, notwithstanding that the Company or any court of law or
governmental agency subsequently makes a contrary determination.


 


2.13. “employment”, “employed”
and words of similar import shall be deemed to refer to the employment of Employees or to the services of any other Service Provider,
as the case may be.


 


2.14. “exercise” “exercised”
and words of similar import, when referring to an Award that does not require exercise or that is settled upon vesting (such as may be
the case with RSUs or Restricted Shares, if so determined in their terms), shall be deemed to refer to the vesting of such an Award (regardless
of whether or not the wording included reference to vesting of such an Awards explicitly).


 


2.15. “Exercise Period”
shall mean the period, commencing on the date of grant of an Award, during which an Award shall be exercisable, subject to any vesting
provisions thereof (including any acceleration thereof, if any) and subject to the termination provisions hereof.


 


2.16. “Exercise Price” shall mean the
exercise price for each Share covered by an Option or the purchase price for each Share covered by any other Award.


 


2.17.
“Fair Market Value” shall mean, as of any date, the value of a Share or other property as determined by the
Board, in its discretion, subject to the following: (i) if, on such date, the Shares are listed on any securities exchange, the
average closing sales price per Share on which the Shares are principally traded over the thirty (30) day calendar period preceding
the subject date (utilizing all trading days during such 30 calendar day period), as reported in The Wall Street Journal or such
other source as the Company deems reliable; (ii) if, on such date, the Shares are then quoted in an over-the-counter market, the
average of the closing bid and asked prices for the Shares in that market during the thirty (30) day calendar period preceding the
subject date (utilizing all trading days during such 30 calendar day period), as reported in The Wall Street Journal or such other
source as the Company deems reliable; (iii) if, on such date, the Shares are not then listed on a securities exchange or quoted in
an over-the-counter market, or in case of any other property, such value as the Committee, in its sole discretion, shall determine,
with full authority to determine the method for making such determination and which determination shall be conclusive and binding on
all parties, and shall be made after such consultations with outside legal, accounting and other experts as the Committee may deem
advisable; provided, however, that, if applicable, the Fair Market Value of the Shares shall be determined in a manner that
satisfies the applicable requirements of and subject to Section 409A of the Code, and with respect to Incentive Stock Options, in a
manner that satisfies the applicable requirements of and subject to Section 422 of the Code, subject to Section 422(c)(7) of the
Code. The Committee shall maintain a written record of its method of determining such value. If the Shares are listed or quoted on
more than one established stock exchange or over-the-counter market, the Committee shall determine the principal such exchange or
market and utilize the price of the Shares on that exchange or market (determined as per the method described in clauses (i) or (ii)
above, as applicable) for the purpose of determining Fair Market Value.


 






    - 3 -


    


    

 


2.18. “Grantee”
shall mean a person who has been granted an Award(s) under this Plan.


 


2.19. “Ordinance”
shall mean the Israeli Income Tax Ordinance (New Version) 1961, and the regulations and rules (including the Rules) promulgated thereunder,
all as amended from time to time.


 


2.20. “Parent”
shall mean any company (other than the Company), which now exists or is hereafter organized, (i) in an unbroken chain of companies ending
with the Company if, at the time of granting an Award, each of the companies (other than the Company) owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in one of the other companies in such chain, or (ii) if applicable
and for purposes of Incentive Stock Options, that is a “parent corporation” of the Company, as defined in Section 424(e)
of the Code.


 


2.21. “Retirement” shall mean a Grantee’s
retirement pursuant to Applicable Law or in accordance with the terms of any tax-qualified retirement plan maintained by the Company or
any of its Affiliates in which the Grantee participates or is subject to.


 


2.22. “Securities Act” shall mean the
U.S. Securities Act of 1933, and the rules and regulations promulgated thereunder, all as amended from time to time.


 


2.23. “Service Provider” shall mean
an Employee, director, officer, consultant, advisor and any other person or entity who provides services to the Company or any Parent,
Subsidiary or Affiliate thereof. Service Providers shall include prospective Service Providers to whom Awards are granted in connection
with written offers of an employment or other service relationship with the Company or any Parent, Subsidiary or any Affiliates thereof,
provided however that such employment or service shall have actually commenced.


 


2.24. “Shares”
shall mean Ordinary Shares, par value NIS 0.01 of the Company (as adjusted for stock split, reverse stock split, bonus shares, combination
or other recapitalization events), or shares of such other class of shares of the Company as shall be designated by the Board in respect
of the relevant Award(s). “Shares” include any securities or property issued or distributed with respect thereto.


 


2.25. “Subsidiary”
shall mean any company (other than the Company), which now exists or is hereafter organized or acquired by the Company, (i) in an unbroken
chain of companies beginning with the Company if, at the time of granting an Award, each of the companies other than the last company
in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in
one of the other companies in such chain, or (ii) if applicable and for purposes of Incentive Stock Options, that is a “subsidiary
corporation” of  the Company, as defined in Section 424(f) of the Code.


 


2.26. “Ten Percent Shareholder”
shall mean a Grantee who, at the time an Award is granted to the Grantee, owns shares possessing more than ten percent (10%) of the total
combined voting power of all classes of shares of the Company or any Parent or Subsidiary, within the meaning of Section 422(b)(6) of
the Code.


 


2.27. “Trustee” shall mean the trustee
appointed by the Committee to hold the Awards (and, in relation with 102 Awards, approved by the ITA), if so appointed.


 




    - 4 -


    


    


 


2.28. Other Defined Terms. The following terms shall
have the meanings ascribed to them in the Sections set forth below:


 


	Term	 	Section
	102 Awards	 	1.2(i)
	102 Capital Gains Track Awards	 	9.1
	102 Non-Trustee Awards	 	9.2
	102 Ordinary Income Track Awards	 	9.1
	102 Trustee Awards	 	9.1
	3(9) Awards	 	1.2(ii)
	Award Agreement	 	6
	Cause	 	6.6.4.4
	Company	 	1.1
	Effective Date	 	24.1
	Election	 	9.2
	Eligible 102 Grantees	 	9.3.1
	Incentive Stock Options	 	1.2(iii)
	ITA	 	1.1(i)
	Market Stand-Off	 	17.1
	Market Stand-Off Period	 	17.1
	Merger/Sale	 	14.2
	Nonqualified Stock Options	 	1.2(iv)
	Plan	 	1.1
	Recapitalization	 	14.1
	Required Holding Period	 	9.5
	Restricted Period	 	11.2
	Restricted Share Agreement	 	11
	Restricted Share Unit Agreement	 	12
	Restricted Shares	 	1.1
	RSUs	 	1.1
	Rules	 	1.1(i)
	Securities	 	17.1
	Successor Corporation	 	14.2.1
	Withholding Obligations	 	18.5


 


	3.	ADMINISTRATION.



 


3.1. To the
extent permitted under Applicable Law, the Articles of Association and any other governing document of the Company, this Plan shall
be administered by the Committee. In the event that the Board does not appoint or establish a committee to administer this Plan,
this Plan shall be administered by the Board. In the event that an action necessary for the administration of this Plan is required
under Applicable Law to be taken by the Board without the right of delegation, or if such action or power was explicitly reserved by
the Board in appointing, establishing and empowering the Committee, then such action shall be so taken by the Board. In any such
event, all references herein to the Committee shall be construed as references to the Board. Even if such a Committee was appointed
or established, the Board may take any actions that are stated to be vested in the Committee, and shall not be restricted or limited
from exercising all rights, powers and authorities under this Plan or Applicable Law.


 






    - 5 -


    


    

 


3.2. The Board shall appoint the 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, provided that the composition of the Committee shall at all times be in compliance with any mandatory requirements of
Applicable Law, the Articles of Association and any other governing document of the Company. The Committee may select one of its members
as its Chairman and shall hold its meetings at such times and places as it shall determine. The Committee may appoint a Secretary, who
shall keep records of its meetings, and shall make such rules and regulations for the conduct of its business as it shall deem advisable
and subject to mandatory requirements of Applicable Law.


 


3.3. Subject to the terms and conditions
of this Plan, any mandatory provisions of Applicable Law and any provisions of any Company policy required under mandatory provisions
of Applicable Law, and in addition to the Committee’s powers contained elsewhere in this Plan, the Committee shall have full authority,
in its discretion, from time to time and at any time, to determine any of the following, or to recommend to the Board any of the following
if it is not authorized to take such action according to Applicable Law:


 


 (i) eligible Grantees,




 


(ii) grants
of Awards and setting the terms and provisions of Award Agreements (which need not be identical) and any other agreements or instruments
under which Awards are made, including, but not limited to, the number of Shares underlying each Award and the class of Shares underlying
each Award (if more than one class was designated by the Board),


 


 (iii) the time or times at which Awards shall be granted,




 


(iv) the
terms, conditions and restrictions applicable to each Award (which need not be identical) and any Shares acquired upon the exercise
or (if applicable) vesting thereof, including, without limitation, (1) designating Awards under Section 1.2; (2) the vesting
schedule, the acceleration thereof and terms and conditions upon which Awards may be exercised or become vested, (3) the Exercise
Price, (4) the method of payment for Shares purchased upon the exercise or (if applicable) vesting of the Awards, (5) the method for
satisfaction of any tax withholding obligation arising in connection with the Awards or such Shares, including by the withholding or
delivery of Shares, (6) the time of the expiration of the Awards, (7) the effect of the Grantee’s termination of employment
with the Company or any of its Affiliates, and (8) all other terms, conditions and restrictions applicable to the Award or the
Shares not inconsistent with the terms of this Plan,


 


(v) to
accelerate, continue, extend or defer the exercisability of any Award or the vesting thereof, including with respect to the period following
a Grantee’s termination of employment or other service,


 


(vi) the
interpretation of this Plan and any Award Agreement and the meaning, interpretation and applicability of terms referred to in Applicable
Laws,


 


(vii) policies,
guidelines, rules and regulations relating to and for carrying out this Plan, and any amendment, supplement or rescission thereof, as
it may deem appropriate,


 


(viii) to
adopt supplements to, or alternative versions of, this Plan, including, without limitation, as it deems necessary or desirable to comply
with the laws of, or to accommodate the tax regime or custom of, foreign jurisdictions whose citizens or residents may be granted Awards,


 


 (ix) the Fair Market Value of the Shares or other property,




 




    - 6 -


    


    


 


(x) the
tax track (capital gains, ordinary income track or any other track available under the Section 102 of the Ordinance) for the purpose of
102 Awards,


 


(xi) the
authorization and approval of conversion, substitution, cancellation or suspension under and in accordance with this Plan of any or all
Awards or Shares,


 


(xii) the
amendment, modification, waiver or supplement of the terms of each outstanding Award (with the consent of the applicable Grantee, if such
amendments refers to the increase of the Exercise Price of Awards or reduction of the number of Shared underlying an Award (but, in each
case, other than as a result of an adjustment or exercise of rights in accordance with Section 14)) unless otherwise provided under the
terms of this Plan,


 


(xiii) without
limiting the generality of the foregoing, and subject to the provisions of Applicable Law, to grant to a Grantee, who is the
holder of an outstanding Award, in exchange for the cancellation of such Award, a new Award having an Exercise Price lower than that provided
in the Award so canceled and containing such other terms and conditions as the Committee may prescribe in accordance with the provisions
of this Plan or to set a new Exercise Price for the same Award lower than that previously provided in the Award,


 


(xiv) to
correct any defect, supply any omission or reconcile any inconsistency in this Plan or any Award Agreement and all other determinations
and take such other actions with respect to this Plan or any Award as it may deem advisable to the extent not inconsistent with the provisions
of this Plan or Applicable Law, and


 


(xv) any
other matter which is necessary or desirable for, or incidental to, the administration of this Plan and any Award thereunder.


 


3.4. The authority granted hereunder
includes the authority to modify Awards to eligible individuals who are foreign nationals or are individuals who are employed outside
Israel to recognize differences in local law, tax policy or custom, in order to effectuate the purposes of this Plan but without amending
this Plan.


 


3.5. The Board and the Committee shall
be free at all times to make such determinations and take such actions as they deem fit. The Board and the Committee need not take the
same action or determination with respect to all Awards, with respect to certain types of Awards, with respect to all Service Providers
or any certain type of Service Providers and actions and determinations may differ as among the Grantees, and as between the Grantees
and any other holders of securities of the Company.


 


3.6. All decisions, determinations,
and interpretations of the Committee, the Board and the Company under this Plan shall be final and binding on all Grantees (whether before
or after the issuance of Shares pursuant to Awards), unless otherwise determined by the Committee, the Board or the Company, respectively.
The Committee shall have the authority (but not the obligation) to determine the interpretation and applicability of Applicable Laws to
any Grantee or any Awards. No member of the Committee or the Board shall be liable to any Grantee for any action taken or determination
made in good faith with respect to this Plan or any Award granted hereunder.


 


3.7.
Any officer or authorized signatory of the Company shall have the
authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election which is the
responsibility of or which is allocated to the Company herein, provided such person has
apparent authority with respect to such matter, right, obligation, determination or election. Such person or authorized
signatory shall not be liable to any Grantee for any action taken or determination made in good faith with respect to this Plan or
any Award granted hereunder.


 


		4.	ELIGIBILITY.



 


Awards
may be granted to Service Providers of the Company or any Affiliate thereof, taking into account, at the Committee’s
discretion and without an obligation to do so, the qualification under each
tax regime pursuant to which such Awards are granted, subject to the limitation on the granting of Incentive Stock Options
set forth in Section 8.1. A person who has been granted an Award hereunder may be granted additional Awards, if the Committee shall
so determine, subject to the limitations herein. However, eligibility in accordance with this Section 4 shall not entitle any person
to be granted an Award, or, having been granted an Award, to be granted an additional Award.


 






    - 7 -


    


    

 


Awards may differ in number of Shares covered thereby,
the terms and conditions applying to them or on the Grantees or in any other respect (including, that there should not be any expectation
(and it is hereby disclaimed) that a certain treatment, interpretation or position granted to one shall be applied to the other, regardless
of whether or not the facts or circumstances are the same or similar).


 


		5.	SHARES.



 


5.1. On
December 22, 2010 the Company adopted the Company’s 2010 Option Plan (the “2010 Plan”).
Under the 2010 Plan (as amended and as may be amended from time to time), an amount of 4,896 Shares are currently reserved for
issuance to employees and consultants of the Company, all in accordance with the terms and conditions of the 2010 Plan (the
“2010 Plan Pool”). The Company wishes to transfer an amount of 700 Shares from the 2010 Plan Pool to the Pool (as
defined below) under this Plan, such that immediately following such transfer, the maximum aggregate number of Shares that may be
issued pursuant to Options (as defined under the 2010 Plan) under the 2010 Plan shall be 4,196 authorized but unissued Shares
(except and as adjusted pursuant to terms of the 2010 Plan), or such other number as the Board may determine from time to time
(without the need to amend the 2010 Plan in case of such determination); and the maximum aggregate number of Shares that may be
issued pursuant to Awards under this Plan (the “Pool”) shall
initially be 700 authorized but unissued Shares (except and as adjusted pursuant to Section 14.1 of this Plan), or such other number
as the Board may determine from time to time (without the need to amend the Plan in case of such determination). However, except as
adjusted pursuant to Section 14.1, in no event shall more than such number of Shares included in the Pool, as adjusted in accordance
with Section 5.2, be available for issuance pursuant to the exercise of Incentive Stock Options.


 


5.2. Any Shares (a) underlying an Award granted
hereunder that has expired, or was cancelled, terminated, forfeited or, repurchased or settled in cash in lieu of issuance of Shares,
for any reason, without having been exercised; (b) if permitted by the Company, tendered to pay the Exercise Price of an Award, or withholding
tax obligations with respect to an Award; or (c) if permitted by the Company, subject to an Award that are not delivered to a Grantee
because such Shares are withheld to pay the Exercise Price of such Award, or withholding tax obligations with respect to such Award; shall
automatically, and without any further action on the part of the Company or any Grantee, again be available for grant of Awards and Shares
issued upon exercise of (if applicable) vesting thereof for the purposes of this Plan (unless this Plan shall have been terminated) or
unless the Board determines otherwise. Such Shares may, in whole or in part, be authorized but unissued Shares, treasury shares (dormant
shares) or Shares otherwise that shall have been or may be repurchased by the Company (to the extent permitted pursuant to the Companies
Law).


 


5.3. Any Shares under the Pool that
are not subject to outstanding or exercised Awards at the termination of this Plan shall cease to be reserved for the purpose of this
Plan.


 


		6.	TERMS AND CONDITIONS OF AWARDS.



 


Each Award granted pursuant to this Plan shall be
evidenced by a written or electronic agreement between the Company and the Grantee or a written or electronic notice delivered by
the Company (the “Award Agreement”), in substantially such form or forms and containing such terms and
conditions, as the Committee shall from time to time approve. The Award Agreement shall comply with and be subject to the following
general terms and conditions and the provisions of this Plan (except for any provisions applying to Awards under different tax
regimes), unless otherwise specifically provided in such Award Agreement, or the terms referred to in other Sections of this Plan
applying to Awards under such applicable tax regimes, or terms prescribed by Applicable Law. Award Agreements need not be in the
same form and may differ in the terms and conditions included therein.


 


6.1. Number of Shares. Each
Award Agreement shall state the number of Shares covered by the Award.


 






    - 8 -


    


    

 


6.2. Type of Award. Each Award
Agreement may state the type of Award granted thereunder, provided that the tax treatment of any Award, whether or not stated in the Award
Agreement, shall be as determined in accordance with Applicable Laws.


 


6.3. Exercise Price. Each Award Agreement
shall state the Exercise Price, if applicable. Unless otherwise set forth in this Plan, an Exercise Price of an Award of less than the
par value of the Shares shall comply with Section 304 of the Companies Law, 1999, as amended. Subject to Sections 3 7.2 and 8.2 and to
the foregoing, the Committee may reduce the Exercise Price of any outstanding Award, on terms and subject to such conditions as it deems
advisable. The Exercise Price shall also be subject to adjustment as provided in Section 14 hereof.


 


6.4. Manner
of Exercise. An Award may be exercised, as to any or all Shares as to which the Award has become exercisable, by written notice
delivered in person or by mail (or such other methods of delivery prescribed by the Company) to the Chief Financial Officer of the
Company or to such other person as determined by the Committee, or in any other manner as the Committee shall prescribe from time to
time, specifying the number of Shares with respect to which the Award is being exercised (which may be equal to or lower than the
aggregate number of Shares that have become exercisable at such time, subject to the last sentence of this Section), accompanied by
payment of the aggregate Exercise Price for such Shares in the manner specified in the following sentence. The Exercise Price shall
be paid in full with respect to each Share, at the time of exercise, either in (i) cash, (ii) if the Company’s shares are
listed for trading on any securities exchange or over-the-counter market, and if the Committee so determines, all or part of the
Exercise Price and any withholding taxes may be paid 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 or the Trustee, (iii) if the Company’s shares are listed for trading on any securities exchange or over-the-counter
market, and if the Committee so determines, all or part of the Exercise Price and any withholding taxes may be paid by the delivery
(on a form prescribed by the Company) of an irrevocable direction to pledge Shares to a securities broker or lender approved by the
Company, as security for a loan, and to deliver all or part of the loan proceeds to the Company or the Trustee, or (iv) in such
other manner as the Committee shall determine, which may include procedures for cashless exercise. For as long as the
Company’s shares are not listed for trading on any securities exchange or over-the-counter market and unless the Committee
determines otherwise, a Grantee may not exercise Awards unless the aggregate Exercise Price thereof is equal to or in excess of the
lower of: (a) the aggregate Exercise Price for all Shares as to which the Award has become exercisable at such time; or (b)
US$[2,000].


 


 6.5. Term and Vesting of Awards.




 


6.5.1. Each Award Agreement shall
provide the vesting schedule for the Award as determined by the Committee. The Committee shall have the authority to determine the vesting
schedule and accelerate the vesting of any outstanding Award at such time and under such circumstances as it, in its sole discretion,
deems appropriate. Unless otherwise resolved by the Committee and stated in the Award Agreement, and subject to Sections 6.6 and 6.7 hereof,
Awards shall vest and become exercisable under the following schedule: twenty-five percent (25%) of the Shares covered by the Award, on
the first anniversary of the vesting commencement date determine by the Committee (and in the absence of such determination, of date on
which such Award was granted), and six and one-quarter percent (6.25%) of the Shares covered by the Award at the end of each subsequent
three-month period thereafter over the course of the following three (3) years; provided that the Grantee remains continuously as a Service
Provider of the Company or its Affiliates throughout such vesting dates.


 


6.5.2. The Award Agreement may
contain performance goals and measurements (which, in case of 102 Awards, shall, if then required, be subject to obtaining a
specific tax ruling or determination from the ITA), and the provisions with respect to any Award need not be the same as the
provisions with respect to any other Award. Such performance goals may include, but are not limited to, sales, earnings before
interest and taxes, return on investment, earnings per share, any combination of the foregoing or rate of growth of any of the
foregoing, as determined by the Committee. The Committee may adjust performance goals pursuant to Awards previously granted to take
into account changes in law and accounting and tax rules and to make such adjustments as the Committee deems necessary or
appropriate to reflect the inclusion or the exclusion of the impact of extraordinary or unusual items, events or circumstances.


 






    - 9 -


    


    

 


6.5.3. The Exercise Period of an Award
will be ten (10) years from the date of grant of the Award, unless otherwise determined by the Committee and stated in the Award Agreement,
but subject to the vesting provisions described above and the early termination provisions set forth in Sections 6.6 and 6.7 hereof. At
the expiration of the Exercise Period, any Award, or any part thereof, that has not been exercised within the term of the Award and the
Shares covered thereby not paid for in accordance with this Plan and the Award Agreement shall terminate and become null and void, and
all interests and rights of the Grantee in and to the same shall expire.


 


6.6. Termination.


 


6.6.1. Unless otherwise determined
by the Committee, and subject to Section 6.7 hereof, an Award may not be exercised unless the Grantee is then a Service Provider of the
Company or an Affiliate thereof or, in the case of an Incentive Stock Option, a company or a parent or subsidiary company of such company
issuing or assuming the Option in a transaction to which Section 424(a) of the Code applies, and unless the Grantee has remained continuously
so employed since the date of grant of the Award and throughout the vesting dates.


 


6.6.2. In
the event that the employment or service of a Grantee shall terminate (other than by reason of death, Disability or Retirement), all
Awards of such Grantee that are unvested at the time of such termination shall terminate on the date of such termination, and all
Awards of such Grantee that are vested and exercisable at the time of such termination may be exercised within up to three (3)
months after the date of such termination (or such different period as the Committee shall prescribe), but in any event no later
than the date of expiration of the Award’s term as set forth in the Award Agreement or pursuant to this Plan; provided,
however, that if the Company (or the Subsidiary or Affiliate, when applicable) shall terminate the Grantee’s employment or
service for Cause (as defined below) or if at any time during the Exercise Period (whether prior to and after termination of
employment or service, and whether or not the Grantee’s employment or service is terminated by either party as a result
thereof), facts or circumstances arise or are discovered with respect to the Grantee that would have constituted Cause, all Awards
theretofore granted to such Grantee (whether vested or not) shall, to the extent not theretofore exercised, terminate on the date of
such termination (or on such subsequent date on which such facts or circumstances arise or are discovered, as the case may be)
unless otherwise determined by the Committee; and any Shares issued upon exercise or (if applicable) vesting of Awards (including
other Shares or securities issued or distributed with respect thereto), whether held by the Grantee or by the Trustee for the
Grantee’s benefit, shall be deemed to be irrevocably offered for sale to the Company, any of its Affiliates or any person
designated by the Company to purchase, at the Company’s election and subject to Applicable Law, either for no consideration,
for the par value of such Shares or against payment of the Exercise Price previously received by the Company for such Shares upon
their issuance, as the Committee deems fit, upon written notice to the Grantee at any time after the Grantee’s termination of
employment or service. Such Shares or other securities shall be sold and transferred within 30 days from the date of the
Company’s notice of its election to exercise its right. If the Grantee fails to transfer such Shares or other securities to
the Company, the Company, at the decision of the Committee, shall be entitled to forfeit or repurchase such Shares and to authorize
any person to execute on behalf of the Grantee any document necessary to effect such transfer, whether or not the share certificates
are surrendered. The Company shall have the right and authority to affect the above either by: (i) repurchasing all of such Shares
or other securities held by the Grantee or by the Trustee for the benefit of the Grantee, or designate any other person who shall
have the right and authority to purchase all of Such Shares or other securities, for the Exercise Price paid for such Shares, the
par value of such Shares or for no payment or consideration whatsoever, as the Committee deems fit; (ii) forfeiting all such Shares
or other securities; (iii) redeeming all such Shares or other securities, for the Exercise Price paid for such Shares, the par value
of such Shares or for no payment or consideration whatsoever, as the Committee deems fit; (iv) taking action in order to have such
Shares or other securities converted into deferred shares entitling their holder only to their par value upon liquidation of the
Company; or (v) taking any other action which may be required in order to achieve similar results; all as shall be determined by the
Committee, at its sole and absolute discretion, and the Grantee is deemed to irrevocably empower the Company or any person which may
be designated by it to take any action by, in the name of or on behalf of the Grantee to comply with and give effect to such actions
(including, voting such shares, filling in, signing and delivering share transfer deeds, etc.).


 






    - 10 -


    


    

 


6.6.3. Notwithstanding anything to
the contrary, the Committee, in its absolute discretion, may, on such terms and conditions as it may determine appropriate, extend
the periods for which Awards held by any Grantee may continue to vest and be exercisable; it being clarified that such Awards may
lose their entitlement to certain tax benefits under Applicable Law as a result of the modification of such Awards and/or in the
event that the Award is exercised beyond the later of: (i) three (3) months after the date of termination of the employment or
service relationship; or (ii) the applicable period under Section 6.7 below with respect to a termination of the employment or
service relationship because of the death, Disability or Retirement of Grantee.




 


6.6.4. For
purposes of this Plan:


 


6.6.4.1. a termination of employment
or service of a Grantee shall not be deemed to occur (except to the extent required by the Code with respect to the Incentive Stock Option
status of an Option) in case of (i) a transition or transfer of a Grantee among the Company and its Affiliates, (ii) a change in the capacity
in which the Grantee is employed or renders service to the Company or any of its Affiliates or a change in the identity of the employing
or engagement entity among the Company and its Affiliates, provided, in case of (i) and (ii) above, that the Grantee has remained continuously
employed by and/or in the service of the Company and its Affiliates since the date of grant of the Award and throughout the vesting period;
or (iii) if the Grantee takes any unpaid leave as set forth in Section 6.8(i) below.


 


6.6.4.2. An entity or an Affiliate
thereof assuming an Award or issuing in substitution thereof in a transaction to which Section 424(a) of the Code applies or in a Merger/Sale
in accordance with Section 14 shall be deemed as an Affiliate of the Company for purposes of this Section 6.6, unless the Committee determines
otherwise.


 


6.6.4.3. In the case of a Grantee
whose principal employer or service recipient is a Subsidiary or Affiliate, the Grantee’s employment shall also be deemed
terminated for purposes of this Section 6.6 as of the date on which such principal employer or service recipient ceases to be a
Subsidiary or Affiliate.


 


6.6.4.4. The term
“Cause” shall mean (irrespective of, and in addition to, any definition included in any other agreement or
instrument applicable to the Grantee, and unless otherwise determined by the Committee) any of the following: (i) any theft, fraud,
embezzlement, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, falsification of any documents or
records of the Company or any of its Affiliates, felony or similar act by the Grantee (whether or not related to the Grantee’s
relationship with the Company); (ii) an act of moral turpitude by the Grantee, or any act that causes significant injury to, or is
otherwise adversely affecting, the reputation, business, assets, operations or business relationship of the Company (or a Subsidiary
or Affiliate, when applicable); (iii) any breach by the Grantee of any material agreement with or of any material duty of the
Grantee to the Company or any Subsidiary or Affiliate thereof (including breach of confidentiality, non-disclosure, non-use
non-competition or non-solicitation covenants towards the Company or any of its Affiliates) or failure to abide by code of conduct
or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct); or (iv)
any act which constitutes a breach of a Grantee’s fiduciary duty towards the Company or an Affiliate or Subsidiary, including
disclosure of confidential or proprietary information thereof or acceptance or solicitation to receive unauthorized or undisclosed
benefits, irrespective of their nature, or funds, or promises to receive either, from individuals, consultants or corporate entities
that the Company or a Subsidiary does business with; (v) the Grantee’s unauthorized use, misappropriation, destruction, or
diversion of any tangible or intangible asset or corporate opportunity of the Company or any of its Affiliates (including, without
limitation, the improper use or disclosure of confidential or proprietary information); or (vi) any circumstances that constitute
grounds for termination for cause under the Grantee’s employment or service agreement with the Company or Affiliate, to the
extent applicable. For the avoidance of doubt, the determination as to whether a termination is for Cause for purposes of this Plan,
shall be made in good faith by the Committee and shall be final and binding on the Grantee.


 






    - 11 -


    


    

 


6.7. Death,
Disability or Retirement of Grantee.


 


6.7.1. If a Grantee shall die
while employed by, or performing service for, the Company or its Affiliates, or within the three (3) month period (or such longer
period of time as determined by the Board, in its discretion) after the date of termination of such Grantee’s employment or service
(or within such different period as the Committee may have provided pursuant to Section 6.6 hereof), or if the Grantee’s employment
or service shall terminate by reason of Disability, all Awards theretofore granted to such Grantee may (to the extent otherwise
vested and exercisable and unless earlier terminated in accordance with their terms) be exercised by the Grantee or by the Grantee’s
estate or by a person who acquired the legal right to exercise such Awards by bequest or inheritance, or by a person who acquired
the legal right to exercise such Awards in accordance with applicable law in the case of Disability of the Grantee, as the case may
be, at any time within one (1) year (or such longer period of time as determined by the Committee, in its discretion) after the
death or Disability of the Grantee (or such different period as the Committee shall prescribe), but in any event no later than the
date of expiration of the Award’s term as set forth in the Award Agreement or pursuant to this Plan. In the event that an
Award granted hereunder shall be exercised as set forth above by any person other than the Grantee, written notice of such exercise
shall be accompanied by a certified copy of letters testamentary or proof satisfactory to the Committee of the right of such person
to exercise such Award.


 


6.7.2. In the event that the employment
or service of a Grantee shall terminate on account of such Grantee’s Retirement, all Awards of such Grantee that are exercisable at the
time of such Retirement may, unless earlier terminated in accordance with their terms, be exercised at any time within the three (3) month
period after the date of such Retirement (or such different period as the Committee shall prescribe).


 


6.8. Suspension of Vesting. Unless the
Committee provides otherwise, vesting of Awards granted hereunder shall be suspended during any unpaid leave of absence, other than in
the case of any (i) leave of absence which was pre-approved by the Company explicitly for purposes of continuing the vesting of Awards,
or (ii) transfers between locations of the Company or any of its Affiliates, or between the Company and any of its Affiliates, or any
respective successor thereof. For clarity, for purposes of this Plan, military leave, statutory maternity or paternity leave or sick leave
are not deemed unpaid leave of absence.


 


6.9.
Securities Law Restrictions. Except as otherwise provided in the applicable Award Agreement or other agreement between the Service
Provider and the Company, if the exercise of an Award following the termination of the Service Provider’s employment or service
(other than for Cause) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements
under the Securities Act or equivalent requirements under equivalent laws of other applicable jurisdictions, then the Award shall remain
exercisable and terminate on the earlier of (i) the expiration of a period of three (3) months (or such longer period of time as determined
by the Board, in its discretion) after the termination of the Service Provider’s employment or service during which the exercise
of the Award would not be in such violation, or (ii) the expiration of the term of the Award as set forth in the Award Agreement or pursuant
to this Plan. In addition, unless otherwise provided in a Grantee’s Award Agreement, if the sale of any Shares received upon exercise
or (if applicable) vesting of an Award following the termination of the Grantee’s employment or service (other than for Cause) would
violate the Company’s insider trading policy, then the Award shall terminate on the earlier of (i) the expiration of a period equal
to the applicable post-termination exercise period after the termination of the Grantee’s employment or service during which the exercise
of the Award would not be in violation of the Company’s insider trading policy, or (ii) the expiration of the term of the Award
as set forth in the applicable Award Agreement or pursuant to this Plan.


 






    - 12 -


    


    

 


6.10. Voting Proxy. Until
immediately after the listing for trading on a stock exchange or market or trading system of the Company’s (or the Successor
Corporation’s) shares, the Shares subject to an Award or to be issued pursuant to an Award or any other Securities, shall,
unless otherwise determined by the Committee, be subject to an irrevocable proxy and power of attorney by the Grantee or the Trustee
(if so requested from the Trustee), as the case may be, to the Company, which shall designate such person or persons (with a right
of substitution) from time to time as determined by the Committee (and in the absence of such determination, the CEO or Chairman of
the Board, ex officio). The Trustee is deemed to be instructed by the Grantee to sign such proxy, as requested by the Company. The
proxy shall entitle the holder thereof to receive notices, vote and take such other actions in respect of the Shares or other
Securities. Any person holding or exercising such voting proxies shall do so solely in his capacity as the proxy holder and not
individually. All Awards granted hereunder shall be conditioned upon the execution of such irrevocable proxy in substantially the
form prescribed by the Committee from time to time. So long as any such Shares are subject to such irrevocable proxy and power of
attorney or held by a Trustee (and unless a proxy was given by the Trustee as aforesaid), (i) in any shareholders meeting or written
consent in lieu thereof, such Shares shall be voted by the proxy holder (or the Trustee, as applicable), unless directed otherwise
by the Board, in the same proportion as the result of the vote at the shareholders’ meeting (or written consent in lieu
thereof) in respect of which the Shares are being voted (whether an extraordinary or annual meeting, and whether of the share
capital as one class or of any class thereof), and (ii) or in any act or consent of shareholders under the Company’s Articles
of Association or otherwise, such Shares shall be cast by the proxy holder (or the Trustee, as applicable), unless directed
otherwise by the Board, in the same proportion as the result of the shareholders’ act or consent. The provisions of this
Section shall apply to the Grantee and to any purchaser, assignee or transferee of any Shares.


 


6.11. Other Provisions. The
Award Agreement evidencing Awards under this Plan shall contain such other terms and conditions not inconsistent with this Plan as the
Committee may determine, at or after the date of grant, including provisions in connection with the restrictions on transferring the Awards
or Shares covered by such Awards, which shall be binding upon the Grantees and any purchaser, assignee or transferee of any Awards, and
other terms and conditions as the Committee shall deem appropriate.


 


		7.	NONQUALIFIED STOCK OPTIONS.



 


Awards granted pursuant to this Section 7 are intended
to constitute Nonqualified Stock Options and shall be subject to the general terms and conditions specified in Section 6 hereof and other
provisions of this Plan, except for any provisions of this Plan applying to Awards under different tax laws or regulations. In the event
of any inconsistency or contradictions between the provisions of this Section 7 and the other terms of this Plan, this Section 7 shall
prevail.


 


7.1. Certain
Limitations on Eligibility for Nonqualified Stock Options. Nonqualified Stock Options may not be granted to a Service
Provider who is deemed to be a resident of the United States for purposes of taxation or who is otherwise subject to United States
federal income tax unless the Shares underlying such Options constitute “service recipient stock” under Section 409A of
the Code or unless such Options comply with the payment requirements of Section 409A of the Code.


 






    - 13 -


    


    

 


7.2. Exercise
Price. The Exercise Price of a Nonqualified Stock Option shall not be less than 100% of the Fair Market Value of a Share on the
date of grant of such Option unless the Committee specifically indicates that the Awards will have a lower Exercise Price and the
Award complies with Section 409A of the Code. Notwithstanding the foregoing, a Nonqualified Stock Option may be granted with an
exercise price lower than the minimum exercise price set forth above if such Award is granted pursuant to an assumption or
substitution for another option in a manner qualifying under the provisions of that complies with Section 424(a) of the
Code1.409A-1(b)(5)(v)(D) of the U.S. Treasury Regulations or any successor guidance.


 


		8.	INCENTIVE STOCK OPTIONS.



 


Awards granted pursuant to this Section 8 are intended
to constitute Incentive Stock Options and shall be granted subject to the following special terms and conditions, the general terms and
conditions specified in Section 6 hereof and other provisions of this Plan, except for any provisions of this Plan applying to Awards
under different tax laws or regulations. In the event of any inconsistency or contradictions between the provisions of this Section 8
and the other terms of this Plan, this Section 8 shall prevail.


 


8.1. Eligibility for Incentive
Stock Options. Incentive Stock Options may be granted only to Employees of the Company, or to Employees of a Parent or Subsidiary,
determined as of the date of grant of such Options. An Incentive Stock Option granted to a prospective Employee upon the condition that
such person become an Employee shall be deemed granted effective on the date such person commences employment, with an exercise price
determined as of such date in accordance with Section 8.2.


 


8.2. Exercise Price. The Exercise
Price of an Incentive Stock Option shall not be less than one hundred percent (100%) of the Fair Market Value of the Shares covered by
the Awards on the date of grant of such Option or such other price as may be determined pursuant to the Code. Notwithstanding the foregoing,
an Incentive Stock Option may be granted with an exercise price lower than the minimum exercise price set forth above if such Award is
granted pursuant to an assumption or substitution for another option in a manner that complies with the provisions of Section 424(a) of
the Code.


 


8.3. Date
of Grant. Notwithstanding any other provision of this Plan to the contrary, no Incentive Stock Option may be granted
under this Plan after 10 years from the date this Plan is adopted, or the date this Plan is approved by the shareholders, whichever
is earlier.


 


8.4. Exercise Period. No Incentive
Stock Option shall be exercisable after the expiration of ten (10) years after the effective date of grant of such Award, subject to Section
8.6. No Incentive Stock Option granted to a prospective Employee may become exercisable prior to the date on which such person commences
employment.


 


8.5. $100,000
Per Year Limitation. The aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted) of the
Shares with respect to which all Incentive Stock Options granted under this Plan and all other “incentive stock option”
plans of the Company, or of any Parent or Subsidiary or Affiliate, become exercisable for the first time by each Grantee during any
calendar year shall not exceed one hundred thousand United States dollars ($100,000) with respect to such Grantee. To the extent
that the aggregate Fair Market Value of Shares with respect to which such Incentive Stock Options and any other such incentive stock
options are exercisable for the first time by any Grantee during any calendar year exceeds one hundred thousand United States
dollars ($100,000), such options shall be treated as Nonqualified Stock Options. The foregoing shall be applied by taking options
into account in the order in which they were granted. If the Code is amended to provide for a different limitation from that set
forth in this Section 8.5, such different limitation shall be deemed incorporated herein effective as of the date and with respect
to such Awards as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part
and as a Nonqualifed Stock Option in part by reason of the limitation set forth in this Section 8.5, the Grantee may designate which
portion of such Option the Grantee is exercising. In the absence of such designation, the Grantee shall be deemed to have exercised
the Incentive Stock Option portion of the Option first. Separate certificates representing each such portion may be issued upon the
exercise of the Option.


 






    - 14 -


    


    

 


8.6. Ten Percent Shareholder.
In the case of an Incentive Stock Option granted to a Ten Percent Shareholder, (i) the Exercise Price shall not be less than one hundred
and ten percent (110%) of the Fair Market Value of a Share on the date of grant of such Incentive Stock Option, and (ii) the Exercise
Period shall not exceed five (5) years from the effective date of grant of such Incentive Stock Option.


 


8.7. Payment of Exercise Price.
Each Award Agreement evidencing an Incentive Stock Option shall state each alternative method by which the Exercise Price thereof may
be paid.


 


8.8. Leave of Absence.
Notwithstanding Section 6.8, a Grantee’s employment shall not be deemed to have terminated if the Grantee takes any leave as
set forth in Section 6.8(i); provided, however, that if any such leave exceeds three (3) months, on the day that is six (6) months
following the commencement of such leave any Incentive Stock Option held by the Grantee shall cease to be treated as an Incentive
Stock Option and instead shall be treated thereafter as a Nonqualified Stock Option, unless the Grantee’s right to return to
employment is guaranteed by statute or contract.


 


8.9. Exercise
Following Termination for Disability. Notwithstanding anything else in this Plan to the contrary, Incentive Stock Options that
are not exercised within three (3) months following termination of the Grantee’s employment with the Company or its Parent or
Subsidiary or a corporation or a Parent or Subsidiary of such corporation issuing or assuming an Option in a transaction to which
Section 424(a) of the Code applies, or within one year in case of termination of the Grantee’s employment with the Company or
its Parent or Subsidiary due to a Disability (within the meaning of Section 22(e)(3) of the Code), shall be deemed to be
Nonqualified Stock Options.


 


8.10.
Adjustments to Incentive Stock Options. Any Awards Agreement providing for the grant of Incentive Stock Options shall indicate
that adjustments made pursuant to this Plan with respect to Incentive Stock Options could constitute a “modification” of
such Incentive Stock Options (as that term is defined in Section 424(h) of the Code) or could cause adverse tax consequences for the
holder of such Incentive Stock Options and that the holder should consult with his or her tax advisor regarding the consequences of such
“modification” on his or her income tax treatment with respect to the Incentive Stock Option.


 


8.11. Notice to Company of
Disqualifying Disposition. Each Grantee who receives an Incentive Stock Option must agree to notify the Company in writing
immediately after the Grantee makes a Disqualifying Disposition of any Shares received pursuant to the exercise of Incentive Stock
Options. A “Disqualifying Disposition” is any disposition (including any sale) of such Shares before the later of (i)
two years after the date the Grantee was granted the Incentive Stock Option, or (ii) one year after the date the Grantee acquired
Shares by exercising the Incentive Stock Option. If the Grantee dies before such Shares are sold, these holding period requirements
do not apply and no disposition of the Shares will be deemed a Disqualifying Disposition.




 


		9.	102 AWARDS.



 


Awards granted pursuant to this Section 9 are intended
to constitute 102 Awards and shall be granted subject to the following special terms and conditions, the general terms and conditions
specified in Section 6 hereof and other provisions of this Plan, except for any provisions of this Plan applying to Awards under different
tax laws or regulations. In the event of any inconsistency or contradictions between the provisions of this Section 9 and the other terms
of this Plan, this Section 9 shall prevail.


 


9.1. Tracks.
Awards granted pursuant to this Section 9 are intended to be granted pursuant to Section 102 of the Ordinance pursuant to either (i)
Section 102(b)(2) thereof, under the capital gain track (“102 Capital Gain Track Awards”), or (ii) Section
102(b)(1) thereof under the ordinary income track (“102 Ordinary Income Track Awards”, and together with 102
Capital Gain Track Awards, “102 Trustee Awards”). 102 Trustee Awards shall be granted subject to the special
terms and conditions contained in this Section 9, the general terms and conditions specified in Section 6 hereof and other
provisions of this Plan, except for any provisions of this Plan applying to Options under different tax laws or regulations.


 






    - 15 -


    


    

 


9.2. Election
of Track. Subject to Applicable Law, the Company may grant only one type of 102 Trustee Awards at any given time to all Grantees
who are to be granted 102 Trustee Awards pursuant to this Plan, and shall file an election with the ITA regarding the type of 102
Trustee Awards it elects to grant before the date of grant of any 102 Trustee Awards (the “Election”). Such
Election shall also apply to any other securities, including bonus shares, received by any Grantee as a result of holding the 102
Trustee Awards. The Company may change the type of 102 Trustee Awards that it elects to grant only after the expiration of at least
12 months from the end of the year in which the first grant was made in accordance with the previous Election, or as otherwise
provided by Applicable Law. Any Election shall not prevent the Company from granting Awards, pursuant to Section 102(c) of the
Ordinance without a Trustee (“102 Non-Trustee Awards”).


 


9.3. Eligibility
for Awards.


 


9.3.1. Subject to Applicable Law,
102 Awards may only be granted to an “employee” within the meaning of Section 102(a) of the Ordinance (which as of the
date of the adoption of this Plan means (i) individuals employed by an Israeli company being the Company or any of its Affiliates,
and (ii) individuals who are serving and are engaged personally (and not through an entity) as “office holders” by such
an Israeli company), but may not be granted to a Controlling Shareholder (“Eligible 102 Grantees”). Eligible 102
Grantees may receive only 102 Awards, which may either be granted to a Trustee or granted under Section 102 of the Ordinance without
a Trustee.


 


9.4. 102
Award Grant Date.


 


9.4.1. Each 102 Award will be deemed
granted on the date determined by the Committee, subject to Section 9.4.2, provided that (i) the Grantee has signed all documents required
by the Company or pursuant to Applicable Law, and (ii) with respect to 102 Trustee Award, the Company has provided all applicable documents
to the Trustee in accordance with the guidelines published by the ITA, and if an agreement is not signed and delivered by the Grantee
within 90 days from the date determined by the Committee (subject to Section 9.4.2), then such 102 Trustee Award shall be deemed granted
on such later date as such agreement is signed and delivered and on which the Company has provided all applicable documents to the Trustee
in accordance with the guidelines published by the ITA. In the case of any contradiction, this provision and the date of grant determined
pursuant hereto shall supersede and be deemed to amend any date of grant indicated in any corporate resolution or Award Agreement.


 


9.4.2. Unless otherwise permitted
by the Ordinance, any grants of 102 Trustee Awards that are made on or after the date of the adoption of this Plan or an amendment to
this Plan, as the case may be, that may become effective only at the expiration of thirty (30) days after the filing of this Plan or any
amendment thereof (as the case may be) with the ITA in accordance with the Ordinance shall be conditional upon the expiration of such
30-day period, such condition shall be read and is incorporated by reference into any corporate resolutions approving such grants and
into any Award Agreement evidencing such grants (whether or not explicitly referring to such condition), and the date of grant shall be
at the expiration of such 30-day period, whether or not the date of grant indicated therein corresponds with this Section. In the case
of any contradiction, this provision and the date of grant determined pursuant hereto shall supersede and be deemed to amend any date
of grant indicated in any corporate resolution or Award Agreement.


 


9.5. 102
Trustee Awards.


 


9.5.1. Each
102 Trustee Award, each Share issued pursuant to the exercise of any 102 Trustee Award, and any rights granted thereunder, including
bonus shares, shall be issued to and registered in the name of the Trustee and shall be held in trust for the benefit of the Grantee
for the requisite period prescribed by the Ordinance or such longer period as set by the Committee (the “Required Holding
Period”). In the event that the requirements under Section 102 of the Ordinance to qualify an Award as a 102 Trustee Award
are not met, then the Award may be treated as a 102 Non-Trustee Award or 3(9) Award, all in accordance with the provisions of the
Ordinance. After expiration of the Required Holding Period, the Trustee may release such 102 Trustee Awards and any such Shares,
provided that (i) the Trustee has received an acknowledgment from the ITA that the Grantee has paid any applicable taxes due
pursuant to the Ordinance, or (ii) the Trustee and/or the Company and/or its Affiliate withholds all applicable taxes and compulsory
payments due pursuant to the Ordinance arising from the 102 Trustee Awards and/or any Shares issued upon exercise or (if applicable)
vesting of such 102 Trustee Awards. The Trustee shall not release any 102 Trustee Awards or Shares issued upon exercise or (if
applicable) vesting thereof prior to the payment in full of the Grantee’s tax and compulsory payments arising from such 102
Trustee Awards and/or Shares or the withholding referred to in (ii) above.


 






    - 16 -


    


    

 


9.5.2. Each 102
Trustee Award shall be subject to the relevant terms of the Ordinance, the Rules and any determinations, rulings or approvals issued
by the ITA, which shall be deemed an integral part of the 102 Trustee Awards and shall prevail over any term contained in this Plan
or Award Agreement that is not consistent therewith. Any provision of the Ordinance, the Rules and any determinations, rulings or
approvals by the ITA not expressly specified in this Plan or Award Agreement that are necessary to receive or maintain any tax
benefit pursuant to Section 102 of the Ordinance shall be binding on the Grantee. The Grantee granted a 102 Trustee Awards shall
comply with the Ordinance and the terms and conditions of the trust agreement entered into between the Company and the Trustee. The
Grantee shall execute any and all documents that the Company and/or its Affiliates and/or the Trustee determine from time to time to
be necessary in order to comply with the Ordinance and the Rules.


 


9.5.3.
During the Required Holding Period, the Grantee shall not release from trust or sell, assign, transfer or give as collateral, the
Shares issuable upon the exercise or (if applicable) vesting of a 102 Trustee Awards and/or any securities issued or distributed
with respect thereto, until the expiration of the Required Holding Period. Notwithstanding the above, if any such sale, release or
other action occurs during the Required Holding Period it may result in adverse tax consequences to the Grantee under Section 102 of
the Ordinance and the Rules, which shall apply to and shall be borne solely by such Grantee. Subject to the foregoing, the Trustee
may, pursuant to a written request from the Grantee, but subject to the terms of this Plan, release and transfer such Shares to a
designated third party, provided that both of the following conditions have been fulfilled prior to such release or transfer: (i)
payment has been made to the ITA of all taxes and compulsory payments required to be paid upon the release and transfer of the
Shares, and confirmation of such payment has been received by the Trustee and the Company, and (ii) the Trustee has received written
confirmation from the Company that all requirements for such release and transfer have been fulfilled according to the terms of the
Company’s corporate documents, any agreement governing the Shares, this Plan, the Award Agreement and any Applicable Law.


 


9.5.4. If a 102 Trustee Award is exercised
or (if applicable) vested, the Shares issued upon such exercise or (if applicable) vesting shall be issued in the name of the Trustee
for the benefit of the Grantee.


 


9.5.5. Upon or after receipt of a
102 Trustee Award, if required, the Grantee may be required to sign an undertaking to release the Trustee from any liability with respect
to any action or decision duly taken and executed in good faith by the Trustee in relation to this Plan, or any 102 Trustee Awards or
Share granted to such Grantee thereunder.


 


9.6. 102 Non-Trustee Awards.
The foregoing provisions of this Section 9 relating to 102 Trustee Awards shall not apply with respect to 102 Non-Trustee Awards,
which shall, however, be subject to the relevant provisions of Section 102 of the Ordinance and the applicable Rules. The Committee
may determine that 102 Non-Trustee Awards, the Shares issuable upon the exercise or (if applicable) vesting of a 102 Non-Trustee
Awards and/or any securities issued or distributed with respect thereto, shall be allocated or issued to the Trustee, who shall hold
such 102 Non-Trustee Awards and all accrued rights thereon (if any), in trust for the benefit of the Grantee and/or the Company, as
the case may be, until the full payment of tax arising from the 102 Non-Trustee Awards, the Shares issuable upon the exercise or (if
applicable) vesting of a 102 Non-Trustee Awards and/or any securities issued or distributed with respect thereto. The Company may
choose, alternatively, to force the Grantee to provide it with a guarantee or other security, to the satisfaction of each of the
Trustee and the Company, until the full payment of the applicable taxes.


 






    - 17 -


    


    

 


9.7. Israeli Index Base for 102 Awards.
Each 102 Award will be subject to the Israeli index base of the Value of Benefit, as defined in Section 102(a) of the Ordinance, as determined
by the Committee in its discretion, pursuant to the Rules, from time to time. The Committee may amend (which may have a retroactive effect)
the Israeli index base, pursuant to the Ordinance, without the Grantee’s consent.


 


9.8. Written
Grantee Undertaking. To the extent and with respect to any 102 Trustee Award, and as required by Section 102 of the Ordinance
and the Rules, by virtue of the receipt of such Award, the Grantee is deemed to have undertaken and confirm in writing the following
(and such undertaking is deemed incorporated into any documents signed by the Grantee in connection with the employment or service
of the Grantee and/or the grant of such Award). The following written undertaking shall be deemed to apply and relate to all
102 Trustee Awards granted to the Grantee, whether under this Plan
or other plans maintained by the Company, and whether prior to or after the date hereof.


 


9.8.1.
The Grantee shall comply with all terms and conditions set forth in Section 102 of the Ordinance with regard to the “Capital
Gain Track” or the “Ordinary Income Track”, as applicable, and the applicable rules and regulations promulgated
thereunder, as amended from time to time;


 


9.8.2.
The Grantee is familiar with, and understands the provisions of, Section 102 of the Ordinance in general, and the tax arrangement
under the “Capital Gain Track” or the “Ordinary Income Track” in particular, and its tax consequences; the
Grantee agrees that the 102 Trustee Awards and Shares that may be
issued upon exercise or (if applicable) vesting of the 102 Trustee Awards (or otherwise in relation to the 102 Trustee
Awards), will be held by a trustee appointed pursuant to Section 102 of the Ordinance for at least the duration of the “Holding
Period” (as such term is defined in Section 102) under the “Capital Gain Track” or the “Ordinary Income
Track”, as applicable. The Grantee understands that any release of such 102 Trustee Awards or Shares from trust, or any sale
of the Share prior to the termination of the Holding Period, as defined above, will result in taxation at marginal tax rate, in
addition to deductions of appropriate social security, health tax contributions or other compulsory payments; and


 


9.8.3. The Grantee agrees to the trust
deed signed between the Company, his employing company and the trustee appointed pursuant to Section 102 of the Ordinance.


 


		10.	3(9) AWARDS.



 


Awards granted pursuant to this Section 10 are intended
to constitute 3(9) Awards and shall be granted subject to the general terms and conditions specified in Section 6 hereof and other provisions
of this Plan, except for any provisions of this Plan applying to Awards under different tax laws or regulations. In the event of any inconsistency
or contradictions between the provisions of this Section 10 and the other terms of this Plan, this Section 10 shall prevail.


 


10.1. To the extent required by the
Ordinance or the ITA or otherwise deemed by the Committee to be advisable, the 3(9) Awards and/or any shares or other securities
issued or distributed with respect thereto granted pursuant to this Plan shall be issued to a Trustee nominated by the Committee in
accordance with the provisions of the Ordinance. In such event, the Trustee shall hold such Awards and/or any shares or other
securities issued or distributed with respect thereto in trust, until exercised or (if applicable) vested by the Grantee and the
full payment of tax arising therefrom, pursuant to the Company’s instructions from time to time as set forth in a trust agreement,
which will have been entered into between the Company and the Trustee. If determined by the Board or the Committee, and subject to
such trust agreement, the Trustee shall be responsible for withholding any taxes to which a Grantee may become liable upon issuance
of Shares, whether due to the exercise or (if applicable) vesting of Awards.


 






    - 18 -


    


    

 


10.2. Shares pursuant to a 3(9) Award
shall not be issued, unless the Grantee delivers to the Company payment in cash or by bank check or such other form acceptable to the
Committee of all withholding taxes due, if any, on account of the Grantee acquired Shares under the Award or gives other assurance satisfactory
to the Committee of the payment of those withholding taxes.


 


		11.	RESTRICTED SHARES.



 


The Committee may award Restricted Shares to any eligible Grantee,
including under Section 102 of the Ordinance. Each Award of Restricted Shares under this Plan shall be evidenced by a written
agreement between the Company and the Grantee (the “Restricted Share Agreement”), in such form as the Committee
shall from time to time approve. The Restricted Shares shall be subject to all applicable terms of this Plan, which in the case of
Restricted Shares granted under Section 102 of the Ordinance shall include Section 9 hereof, and may be subject to any other terms
that are not inconsistent with this Plan. The provisions of the various Restricted Shares Agreements entered into under this Plan
need not be identical. The Restricted Share Agreement shall comply with and be subject to Section 6 and the following terms and
conditions, unless otherwise specifically provided in such Agreement and not inconsistent with this Plan, or Applicable Law:


 


11.1. Purchase
Price. Section 6.4 shall not apply. Each Restricted Share Agreement shall state an
amount of Exercise Price to be paid by the Grantee, if any, in consideration for the issuance of the Restricted Shares and the terms
of payment thereof, which may include, payment in cash or, subject to the Committee’s approval, by
issuance of promissory notes or other evidence of indebtedness on such terms and conditions as determined by the
Committee.


 


11.2. Restrictions.
Restricted Shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws
of descent and distribution (in which case they shall be transferred subject to all restrictions then or thereafter applicable
thereto), until such Restricted Shares shall have vested (the period from the date on which the Award is granted until the date of
vesting of the Restricted Share thereunder being referred to herein as the “Restricted Period”). The Committee
may also impose such additional or alternative restrictions and conditions on the Restricted Shares, as it deems appropriate,
including the satisfaction of performance criteria. Such performance criteria may include, but are not limited to, sales, earnings
before interest and taxes, return on investment, earnings per share, any combination of the foregoing or rate of growth of any of
the foregoing, as determined by the Committee or pursuant to the provisions of any Company policy required under mandatory
provisions of Applicable Law. Certificates for shares issued pursuant to Restricted Share Awards, if issued, shall
bear an appropriate legend referring to such restrictions, and any attempt to dispose of any such shares in contravention of
such restrictions shall be null and void and without effect. Such certificates may, if so determined by the Committee, be held in
escrow by an escrow agent appointed by the Committee, or, if a Restricted Share Award is made pursuant to Section 102 of the
Ordinance, by the Trustee. In determining the Restricted Period of an Award the Committee may provide that the foregoing
restrictions shall lapse with respect to specified percentages of the awarded Restricted Shares on successive anniversaries of the
date of such Award. To the extent required by the Ordinance or the ITA, the Restricted Shares issued pursuant to Section 102 of the
Ordinance shall be issued to the Trustee in accordance with the provisions
of the Ordinance and the Restricted Shares shall be held for the benefit of the Grantee for at least the Required Holding
Period.


 


11.3. Forfeiture;
Repurchase. Subject to such exceptions as may be determined by the Committee, if the Grantee’s continuous employment with or
service to the Company or any Affiliate thereof shall terminate for any reason prior to the expiration of the Restricted Period of
an Award or prior to the timely payment in full of the Exercise Price of any Restricted Shares, any Shares remaining subject to
vesting or with respect to which the purchase price has not been paid in full, shall thereupon be forfeited, transferred to, and
redeemed, repurchased or cancelled by, as the case may be, in any manner as set forth in Section 6.6.2(i) through (v), subject to
Applicable Laws and the Grantee shall have no further rights with respect to such Restricted Shares.


 






    - 19 -


    


    

 


11.4. Ownership. During the
Restricted Period the Grantee shall possess all incidents of ownership of such Restricted Shares, subject to Section 6.10 and Section
11.2, including the right to vote and receive dividends with respect to such Shares. All securities, if any, received by a Grantee with
respect to Restricted Shares as a result of any stock split, stock dividend, combination of shares, or other similar transaction shall
be subject to the restrictions applicable to the original Award.


 


		12.	RESTRICTED SHARE UNITS.



 


An RSU is an Award covering a number of Shares
that is settled, if vested and (if applicable) exercised, by issuance of those Shares. An RSU may be awarded to any eligible
Grantee, including under Section 102 of the Ordinance, provided that, to the extent required by Applicable Laws, a specific ruling
is obtained from the ITA to grant RSUs as 102 Trustee Awards. The Award Agreement relating to the grant of RSUs under this Plan (the
“Restricted Share Unit Agreement”), shall be in such form as the Committee shall from time to time approve. The
RSUs shall be subject to all applicable terms of this Plan, which in the case of RSUs granted under Section 102 of the Ordinance
shall include Section 9 hereof, and may be subject to any other terms that are not inconsistent with this Plan. The provisions of
the various Restricted Share Unit Agreements entered into under this Plan need not be identical. RSUs may be granted in
consideration of a reduction in the recipient’s other compensation.


 


12.1. Exercise Price. No payment
of Exercise Price shall be required as consideration for RSUs, unless included in the Award Agreement or as required by Applicable Law
(including, Section 304 of the Companies Law, 1999, as amended), and Section 6.4 shall apply, if applicable.


 


12.2. Shareholders’ Rights.
The Grantee shall not possess or own any ownership rights in the Shares underlying the RSUs and no rights as a shareholder shall exist
prior to the actual issuance of Shares in the name of the Grantee.


 


12.3. Settlements of Awards.
Settlement of vested RSUs shall be made in the form of Shares. Distribution to a Grantee of an amount (or amounts) from settlement of
vested RSUs can be deferred to a date after settlement as determined by the Committee. The amount of a deferred distribution may be increased
by an interest factor or by dividend equivalents. Until the grant of RSUs is settled, the number of Shares underlying such RSUs shall
be subject to adjustment pursuant hereto.


 


12.4. Section 409A Restrictions. Notwithstanding
anything to the contrary set forth herein, any RSUs granted under this Plan that are not exempt from the requirements of Section 409A
of the Code shall contain such restrictions or other provisions so that such RSUs will comply with the requirements of Section 409A of
the Code, if applicable to the Company. Such restrictions, if any, shall be determined by the Committee and contained in the Restricted
Share Unit Agreement evidencing such RSU. For example, such restrictions may include a requirement that any Shares that are to be issued
in a year following the year in which the RSU vests must be issued in accordance with a fixed, pre-determined schedule.


 


		13.	OTHER SHARE OR SHARE-BASED AWARDS.



 


13.1. The Committee may grant other
Awards under this Plan pursuant to which Shares (which may, but need not, be Restricted Shares pursuant to Section 11 hereof), cash (in
settlement of Share-based Awards) or a combination thereof, are or may in the future be acquired or received, or Awards denominated in
stock units, including units valued on the basis of measures other than market value.


 


13.2. The Committee may also grant
stock appreciation rights without the grant of an accompanying option, which rights shall permit the Grantees to receive, at the
time of any exercise of such rights, cash equal to the amount by which the Fair Market Value of the Shares in respect to which the
right was granted is so exercised exceed the exercise price thereof. The exercise price of any such stock appreciation right granted
to a Grantee who is subject to U.S. federal income tax shall be determined in compliance with Section 7.2.


 






    - 20 -


    


    

 


13.3. Such other Share-based Awards
as set forth above may be granted alone, in addition to, or in tandem with any Award of any type granted under this Plan.


 


		14.	EFFECT OF CERTAIN CHANGES.



 


14.1. General. In the event
of a division or subdivision of the outstanding share capital of the Company, any distribution of bonus shares (stock split),
consolidation or combination of share capital of the Company (reverse stock split), reclassification with respect to the Shares or
any similar recapitalization events (each, a “Recapitalization”), a merger (including, a reverse merger and a
reverse triangular merger), consolidation, amalgamation or like transaction of the Company with or into another corporation, a
reorganization (which may include a combination or exchange of shares, spin-off or other corporate divestiture or division, or other
similar occurrences, the Committee shall have the authority to make, without the need for a consent of any holder of an Award, such
adjustments as determined by the Committee to be appropriate, in its discretion, in order to adjust (i) the number and class of
shares reserved and available for grants of Awards, (ii) the number and class of shares covered by outstanding Awards, (iii) the
Exercise Price per share covered by any Award, (iv) the terms and conditions concerning vesting and exercisability and the term and
duration of the outstanding Awards, and (v) any other terms of the Award that in the opinion of the Committee should be adjusted.
Any fractional shares resulting from such adjustment shall be treated as determined by the Committee, and in the absence of such
determination shall be rounded to the nearest whole share, and the Company shall have no obligation to make any cash or other
payment with respect to such fractional shares. No adjustment shall be made by reason of the distribution of subscription rights or
rights offering to outstanding shares or other issuance of shares by the Company, unless the Committee determines otherwise. The
adjustments determined pursuant to this Section 14.1 (including a determination that no adjustment is to be made) shall be final,
binding and conclusive.




 


14.2. Merger/Sale of Company.
In the event of (i) a sale of all or substantially all of the assets of the Company, or a sale (including an exchange) of all or substantially
all of the shares of the Company, to any person, or a purchase by a shareholder of the Company or by an Affiliate of such shareholder,
of all the shares of the Company held by all or substantially all other shareholders or by other shareholders who are not Affiliated
with such acquiring party; (ii) a merger (including, a reverse merger and a reverse triangular merger), consolidation, amalgamation or
like transaction of the Company with or into another corporation; (iii) a scheme
of arrangement for the purpose of effecting such sale, merger, consolidation, amalgamation or other transaction; (iv) approval
by the shareholders of the Company of a complete liquidation or dissolution of the Company, or
(v) such other transaction or set of circumstances that is determined by the Board, in its discretion, to be a transaction subject
to the provisions of this Section 14.2 excluding any of the above transactions in clauses (i) through (v) if the Board determines that
such transaction should be excluded from the definition hereof and the applicability of this Section 14.2 (such transaction, a “Merger/Sale”),
then, without derogating from the general authority and power of the Board or the Committee under this Plan, without the Grantee’s
consent and action and without any prior notice requirement:


 


14.2.1. Unless otherwise
determined by the Committee in its sole and absolute discretion, any Award then outstanding shall be assumed or be substituted by
the Company, or by the successor corporation in such Merger/Sale or by any parent or Affiliate thereof, as determined by the
Committee in its discretion (the “Successor Corporation”), under terms as determined by the Committee or the
terms of this Plan applied by the Successor Corporation to such assumed or substituted Awards.


 






    - 21 -


    


    

 


For the purposes of this Section 14.2.1, the Award
shall be considered assumed or substituted if, following a Merger/Sale, the Award confers on the holder thereof the right to
purchase or receive, for each Share underlying an Award immediately prior to the Merger/Sale, either (i) the consideration (whether
stock, cash, or other securities or property, or any combination thereof) distributed to or received by holders of Shares in the
Merger/Sale for each Share held on the effective date of the Merger/Sale (and if holders were offered a choice or several types of
consideration, the type of consideration as determined by the Committee), or (ii) regardless of the consideration received by the
holders of Shares in the Merger/Sale, solely shares or any type of Awards (or their equivalent) of the Successor Corporation at a
value to be determined by the Committee in its discretion, or a certain type of consideration (whether stock, cash, or other
securities or property, or any combination thereof) as determined by the Committee. Any of the above consideration referred to in
clauses (i) and (ii) shall be subject to the same vesting and expiration terms of the Awards applying immediately prior to the
Merger/Sale, unless determined by the Committee in its discretion that the consideration shall be subject to different vesting and
expiration terms, or other terms, and the Committee may determine that it be subject to other or additional terms. The foregoing
shall not limit the Committee’s authority to determine, in its sole discretion, that in lieu of such assumption or substitution of
Awards for Awards of the Successor Corporation, such Award will be substituted for any other type of asset or property, including as
set forth in Section 14.2.2 hereunder.


 


14.2.2. Regardless
of whether or not Awards are assumed or substituted, the Committee may (but shall not be obligated to), in its sole discretion:


 


14.2.2.1. provide for the Grantee
to have the right to exercise the Award in respect of Shares covered by the Award which would otherwise be exercisable or vested, under
such terms and conditions as the Committee shall determine, and the cancellation of all unexercised Awards (whether vested or unvested)
upon or immediately prior to the closing of the Merger/Sale, unless the Committee provides for the Grantee to have the right to exercise
the Award, or otherwise for the acceleration of vesting of such Award, as to all or part of the Shares covered by the Award which would
not otherwise be exercisable or vested, under such terms and conditions as the Committee shall determine; and/or


 


14.2.2.2. provide for the
cancellation of each outstanding Award at or immediately prior to the closing of such Merger/Sale, and payment to the Grantee of an
amount in cash, shares of the Company, the acquiror or of a corporation or other business entity which is a party to the Merger/Sale
or other property, as determined by the Committee to be fair in the circumstances, and subject to such terms and conditions as
determined by the Committee. The Committee shall have full authority to select the method for determining the payment (being the
Black-Scholes model or any other method). The Committee’s determination may further provide that payment shall be set to zero
if the value of the Shares is determined to be less than the Exercise Price or in respect of Shares covered by the Award which would
not otherwise be exercisable or vested, or that payment may be made only in excess of the Exercise Price.


 


14.2.3.
The Committee may, in its sole discretion, determine that any payments
made in respect of Awards shall be made or delayed to the same extent that payment of consideration to the holders of the Shares in connection
with the Merger/Sale is made or delayed as a result of escrows, indemnification, earn outs, holdbacks or any other contingencies; and
the terms and conditions applying to the payment made to the Grantees, including participation in escrow, indemnification, releases, earn-outs,
holdbacks or any other contingencies.


 


14.2.4.
The Committee may, in its sole discretion, determine to suspend the Grantee’s rights to exercise any vested portion of an Award for a
period of time prior to the completion of a Merger/Sale transaction.


 


14.2.5. Notwithstanding anything
to the contrary, in the event of a Merger/Sale, the Committee may determine, in its sole discretion, that upon completion of such
Merger/Sale the terms of any Award shall be otherwise amended, modified or terminated, as the Committee shall deem in good faith to
be appropriate and without any liability to the Company or its Affiliates and to their respective officers, directors, employees and
representatives and the respective successors and assigns of any of the foregoing in connection with the method of treatment or
chosen course of action permitted hereunder.


 






    - 22 -


    


    




 


14.2.6. Neither the authorities and
powers of the Committee under this Section 14.2, nor the exercise or implementation thereof, shall (i) be restricted or limited in any
way by any adverse consequences (tax or otherwise) that may result to any holder of an Award, and (ii) as, inter alia, being a
feature of the Award upon its grant, be deemed to constitute a change or an amendment of the rights of such holder under this Plan, nor
shall any such adverse consequences (as well as any adverse tax consequences that may result from any tax ruling or other approval or
determination of any relevant tax authority) be deemed to constitute a change or an amendment of the rights of such holder under this
Plan, and may be effected without consent of any Grantee and without any liability to the Company or its Affiliates and to their respective
its officers, directors, employees and representatives and the respective successors and assigns of any of the foregoing. The Committee
need not take the same action with respect to all Awards or with respect to all Service Providers. The Committee may take different actions
with respect to the vested and unvested portions of an Award. The Committee may determine an amount or type of consideration to be received
or distributed in a Merger/Sale which may differ as among the Grantees, and as between the Grantees and any other holders of shares of
the Company.


 


14.2.7. The Committee’s determinations
pursuant to this Section 14 shall be conclusive and binding on all Grantees.


 


14.2.8. If determined by the Committee,
the Grantees shall be subject to the definitive agreement(s) in connection with the Merger/Sale as applying to holders of Shares including,
such terms, conditions, representations, undertakings, liabilities, limitations, releases, indemnities, participating in transaction expenses
and escrow arrangement, in each case as determined by the Committee. Each Grantee shall execute such separate agreement(s) or instruments
as may be requested by the Company, the Successor Corporation or the acquiror in connection with such in such Merger/Sale and in the form
required by them. The execution of such separate agreement(s) may be a condition to the receipt of assumed or substituted Awards, payment
in lieu of the Award or the exercise of any Award.


 


14.3. Reservation of Rights.
Except as expressly provided in this Section 14 (if any), the Grantee of an Award hereunder shall have no rights by reason of any Recapitalization
of shares of any class, any increase or decrease in the number of shares of any class, or any dissolution, liquidation, reorganization
(which may include a combination or exchange of shares, spin-off or other corporate divestiture or division, or other similar occurrences),
Merger/Sale. Any issue by the Company of shares of any class, or securities convertible into shares of stock of any class, shall not affect,
and no adjustment by reason thereof shall be made with respect to, the number, type or price of shares subject to an Award. The grant
of an Award pursuant to this Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structures or to merge or to consolidate or to dissolve, liquidate or sell, or transfer
all or part of its business or assets or engage in any similar transactions.


 


	15.	NON-TRANSFERABILITY OF AWARDS; SURVIVING BENEFICIARY.



 


15.1. All Awards granted under
this Plan by their terms shall not be transferable other than by will or by the laws of descent and distribution, unless otherwise
determined by the Committee or under this Plan, provided that with respect to Shares issued upon exercise or (if applicable) the
vesting of Awards the restrictions on transfer shall be the restrictions referred to in Section 16 (Conditions upon Issuance of
Shares) hereof. Subject to the above provisions, the terms of such Award, this Plan and any applicable Award Agreement shall be
binding upon the beneficiaries, executors, administrators, heirs and successors of such Grantee. Awards may be exercised or
otherwise realized, during the lifetime of the Grantee, only by the Grantee or by his guardian or legal representative, to the
extent provided for herein. Any transfer of an Award not permitted hereunder (including transfers pursuant to any decree of divorce,
dissolution or separate maintenance, any property settlement, any separation agreement or any other agreement with a spouse) and any
grant of any interest in any Award to, or creation in any way of any direct or indirect interest in any Award by, any party other
than the Grantee shall be null and void and shall not confer upon any party or person, other than the Grantee, any rights. A Grantee
may file with the Committee a written designation of a beneficiary, who shall be permitted to exercise such Grantee’s Award or
to whom any benefit under this Plan is to be paid, in each case, in the event of the Grantee’s death before he or she fully
exercises his or her Award or receives any or all of such benefit, on such form as may be prescribed by the Committee and may, from
time to time, amend or revoke such designation. If no designated beneficiary survives the Grantee, the executor or administrator of
the Grantee’s estate shall be deemed to be the Grantee’s beneficiary. Notwithstanding the foregoing, upon the request of the Grantee
and subject to Applicable Law the Committee, at its sole discretion, may permit the Grantee to transfer the Award to a trust whose
beneficiaries are the Grantee and/or the Grantee’s immediate family members (all or several of them).


 






    - 23 -


    


    

 


15.2. Notwithstanding any other provisions
of the Plan to the contrary, no Incentive Stock Option may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution or in accordance with a beneficiary designation pursuant to Section 15.1.
Further, all Incentive Stock Options granted to a Grantee shall be exercisable during his or her lifetime only by such Grantee.


 


15.3. As long
as the Shares are held by the Trustee in favor of the Grantee, all rights possessed by the Grantee over the Shares are personal, and may
not be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution.


 


15.4.
If and to the extent a Grantee is entitled to transfer an Award and/or Shares underlying an Award in accordance with the terms of the
Plan and any other applicable agreements, such transfer shall be subject (in addition, to any other conditions or terms applying thereto)
to receipt by the Company from such proposed transferee of a written instrument, on a form reasonably acceptable to the Company, pursuant
to which such proposed transferee agrees to be bound by all provisions of the Plan and any other applicable agreements, including without
limitation, any restrictions on transfer of the Award and/or Shares set forth herein (however, failure to so deliver such instrument to
the Company as set forth above shall not derogate from all such provisions applying on any transferee).


 


15.5. The provisions of this Section
15 shall apply to the Grantee and to any purchaser, assignee or transferee of any Shares.


 


	16.	CONDITIONS UPON ISSUANCE OF SHARES; GOVERNING PROVISIONS.



 


16.1. Legal Compliance.
The grant of Awards and the issuance of Shares upon exercise or settlement of Awards shall be subject to compliance with all
Applicable Laws as determined by the Company, including, applicable requirements of federal, state and foreign law with respect to
such securities. The Company shall have no obligations to issue Shares pursuant to the exercise or settlement of an Award and Awards
may not be exercised or settled, if the issuance of Shares upon exercise or settlement would constitute a violation of any
Applicable Laws as determined by the Company, including, applicable federal, state or foreign securities laws or other law or
regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. In addition, no
Award may be exercised unless (i) a registration statement under the Securities Act shall at the time of exercise or settlement of
the Award be in effect with respect to the shares issuable upon exercise of the Award, or (ii) in the opinion of legal counsel to
the Company, the shares issuable upon exercise of the Award may be issued in accordance with the terms of an applicable exemption
from the registration requirements of the Securities Act. The inability of the Company to obtain authority from any regulatory body
having jurisdiction, if any, deemed by the Company to be necessary to the lawful issuance and sale of any Shares hereunder, and the
inability to issue Shares hereunder due to non-compliance with any Company policies with respect to the sale of Shares, shall
relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority or
compliance shall not have been obtained or achieved. As a condition to the exercise of an Award, the Company may require the person
exercising such Award to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any Applicable
Law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company, including to
represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares, all in form and content specified by the Company.


 






    - 24 -


    


    

 


16.2. Provisions Governing Shares.
Shares issued pursuant to an Award shall be subject to the Articles of Association of the Company, any limitation, restriction or obligation
included in any shareholders agreement applicable to all or substantially all of the holders of shares (regardless of whether or not the
Grantee is a formal party to such shareholders agreement), any other governing documents of the Company, all policies, manuals and internal
regulations adopted by the Company from time to time, in each case, as may be amended from time to time, including any provisions included
therein concerning restrictions or limitations on disposition of Shares (such as, but not limited to, right of first refusal and lock
up/market stand-off) or grant of any rights with respect thereto, forced sale and bring along provisions, any provisions concerning restrictions
on the use of inside information and other provisions deemed by the Company to be appropriate in order to ensure compliance with Applicable
Laws. Each Grantee shall execute such separate agreement(s) as may be requested by the Company relating to matters set forth in this Section
16.2. The execution of such separate agreement(s) may be a condition by the Company to the exercise of any Award.


 


16.3. Forced Sale. In the
event the that Board approves a Merger/Sale effected by way of a forced or compulsory sale (whether pursuant to the Company’s
Articles of Association or pursuant to Section 341 of the Companies Law), then, without derogating from such provisions and in
addition thereto, the Grantee shall be obligated, and shall be deemed to have agreed to the offer to effect the Merger/Sale on the
terms approved by the Board (and the Shares held by or for the benefit of the Grantee shall be included in the shares of the Company
approving the terms of such Merger/Sale for the purpose of satisfying the required majority), and shall sell all of the Shares held
by or for the benefit of the Grantee on the terms and conditions applying to the holders of Shares, in accordance with the
instructions then issued by the Board, whose determination shall be final. No Grantee shall contest, bring any claims or demands, or
exercise any appraisal rights related to any of the foregoing. The proxy pursuant to Section 6.10 includes an authorization of the
holder of such proxy to sign, by and on behalf of any Grantee, such documents and agreements as are required to affect the sale of
Shares in connection with such Merger/Sale.


 


	17.	MARKET STAND-OFF



 


17.1. In connection with any
underwritten public offering of equity securities of the Company pursuant to an effective registration statement filed under the
Securities Act or equivalent law in another jurisdiction, the Grantee shall not directly or indirectly, without the prior written
consent of the Company or its underwriters, (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose
of, directly or indirectly, any Shares or other Awards, any securities of the Company (whether or not such Shares were acquired
under this Plan), or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Shares or
securities of the Company and any other shares or securities issued or distributed in respect thereto or in substitution thereof
(collectively, “Securities”), or (ii) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of the Securities, whether any such transaction described in clauses
(i) or (ii) is to be settled by delivery of Securities, in cash or otherwise. The foregoing provisions of this Section 17.1
shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement. Such restrictions (the
“Market Stand-Off”) shall be in effect for such period of time (the “Market Stand-Off
Period”): (A) following the first public filing of the registration statement relating to the underwritten public offering
until the extirpation of 180 days following the effective date of such registration statement relating to the Company’s
initial public offering or 90 days following the effective date of such registration statement relating to any other public
offering, in each case, provided, however, that if (1) during the last 17 days of the initial Market Stand-Off Period, the Company
releases earnings results or announces material news or a material event or (2) prior to the expiration of the initial Market
Stand-Off Period, the Company announces that it will release earnings results during the 15-day period following the last day of the
initial Market Stand-Off Period, then in each case the Market Stand-Off Period will be automatically extended until the expiration
of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material
event; or (B) such other period as shall be requested by the Company or the underwriters. Notwithstanding anything herein to the
contrary, if the underwriter(s) and the Company agree on a termination date of the Market Stand-Off Period in the event of failure
to consummate a certain public offering, then such termination shall apply also to the Market Stand-Off Period hereunder with
respect to that particular public offering.


 






    - 25 -


    


    

 


17.2. In the event of a
subdivision of the outstanding share capital of the Company, the distribution of any securities (whether or not of the Company),
whether as bonus shares or otherwise, and whether as dividend or otherwise, a recapitalization, a reorganization (which may include
a combination or exchange of shares or a similar transaction affecting the Company’s outstanding securities without receipt of
consideration), a consolidation, a spin-off or other corporate divestiture or division, a reclassification or other similar
occurrence, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any
Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the
Market Stand-Off.


 


17.3. In order to enforce the Market
Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Plan until the end of the
applicable Market Stand-Off period.


 


17.4. The underwriters in connection
with a registration statement so filed are intended third party beneficiaries of this Section 17 and shall have the right, power and authority
to enforce the provisions hereof as though they were a party hereto. Each Grantee shall execute such separate agreement(s) as may be requested
by the Company or the underwriters in connection with such registration statement and in the form required by them, relating to Market
Stand-Off (which need not be identical to the provisions of this Section 17, and may include such additional provisions and restrictions
as the underwriters deem advisable) or that are necessary to give further effect thereto. The execution of such separate agreement(s)
may be a condition by the Company to the exercise of any Award.


 


17.5. Without derogating
from the above provisions of this Section 17 or elsewhere in this Plan, the provisions of this Section 17 shall apply to the Grantee
and the Grantee’s heirs, legal representatives, successors, assigns, and to any purchaser, assignee or transferee of any
Awards or Shares.


 


	18.	AGREEMENT REGARDING TAXES; DISCLAIMER.



 


18.1. If the Committee shall so require,
as a condition of exercise of an Award, the release of Shares by the Trustee or the expiration of the Restricted Period, a Grantee shall
agree that, no later than the date of such occurrence, the Grantee will pay to the Company (or the Trustee, as applicable) or make arrangements
satisfactory to the Committee and the Trustee (if applicable) regarding payment of any applicable taxes and compulsory payments of any
kind required by Applicable Law to be withheld or paid.


 


18.2. TAX LIABILITY. ALL TAX
CONSEQUENCES UNDER ANY APPLICABLE LAW WHICH MAY ARISE FROM THE GRANT OF ANY AWARDS OR THE EXERCISE THEREOF, THE SALE OR DISPOSITION
OF ANY SHARES GRANTED HEREUNDER OR ISSUED UPON EXERCISE OR (IF APPLICABLE) THE VESTING OF ANY AWARD, THE ASSUMPTION, SUBSTITUTION,
CANCELLATION OR PAYMENT IN LIEU OF AWARDS OR FROM ANY OTHER ACTION IN CONNECTION WITH THE FOREGOING (INCLUDING WITHOUT LIMITATION
ANY TAXES AND COMPULSORY PAYMENTS, SUCH AS SOCIAL SECURITY OR HEALTH TAX PAYABLE BY THE GRANTEE OR THE COMPANY IN CONNECTION
THEREWITH) SHALL BE BORNE AND PAID SOLELY BY THE GRANTEE, AND THE GRANTEE SHALL INDEMNIFY THE COMPANY, ITS SUBSIDIARIES AND
AFFILIATES AND THE TRUSTEE, AND SHALL HOLD THEM HARMLESS AGAINST AND FROM ANY LIABILITY FOR ANY SUCH TAX OR PAYMENT OR ANY PENALTY,
INTEREST OR INDEXATION THEREON. EACH GRANTEE AGREES TO, AND UNDERTAKES TO COMPLY WITH, ANY RULING, SETTLEMENT, CLOSING AGREEMENT OR
OTHER SIMILAR AGREEMENT OR ARRANGEMENT WITH ANY TAX AUTHORITY IN CONNECTION WITH THE FOREGOING WHICH IS APPROVED BY THE COMPANY.


 






    - 26 -


    


    

 


18.3. NO TAX ADVICE. THE GRANTEE
IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING, EXERCISING OR DISPOSING OF AWARDS HEREUNDER.
THE COMPANY DOES NOT ASSUME ANY RESPONSIBILITY TO ADVISE THE GRANTEE ON SUCH MATTERS, WHICH SHALL REMAIN SOLELY THE RESPONSIBILITY OF
THE GRANTEE.


 


18.4. TAX TREATMENT. THE COMPANY DOES
NOT UNDERTAKE OR ASSUME ANY LIABILITY OR RESPONSIBILITY TO THE EFFECT THAT ANY AWARD SHALL QUALIFY WITH ANY PARTICULAR TAX REGIME OR RULES
APPLYING TO PARTICULAR TAX TREATMENT, OR BENEFIT FROM ANY PARTICULAR TAX TREATMENT OR TAX ADVANTAGE OF ANY TYPE AND THE COMPANY SHALL
BEAR NO LIABILITY IN CONNECTION WITH THE MANNER IN WHICH ANY AWARD IS EVENTUALLY TREATED FOR TAX PURPOSES, REGARDLESS OF WHETHER THE AWARD
WAS GRANTED OR WAS INTENDED TO QUALIFY UNDER ANY PARTICULAR TAX REGIME OR TREATMENT. THIS PROVISION SHALL SUPERSEDE ANY TYPE OF AWARDS
OR TAX QUALIFICATION INDICATED IN ANY CORPORATE RESOLUTION OR AWARD AGREEMENT, WHICH SHALL AT ALL TIMES BE SUBJECT TO THE REQUIREMENTS
OF APPLICABLE LAW. THE COMPANY DOES NOT UNDERTAKE AND SHALL NOT BE REQUIRED TO TAKE ANY ACTION IN ORDER TO QUALIFY THE AWARD WITH THE
REQUIREMENT OF ANY PARTICULAR TAX TREATMENT AND NO INDICATION IN ANY DOCUMENT TO THE EFFECT THAT ANY AWARD IS INTENDED TO QUALIFY FOR
ANY TAX TREATMENT SHALL IMPLY SUCH AN UNDERTAKING. NO ASSURANCE IS MADE BY THE COMPANY OR ANY OF ITS AFFILIATES THAT ANY PARTICULAR TAX
TREATMENT ON THE DATE OF GRANT WILL CONTINUE TO EXIST OR THAT THE AWARD WOULD QUALIFY AT THE TIME OF EXERCISE OR DISPOSITION THEREOF WITH
ANY PARTICULAR TAX TREATMENT. THE COMPANY AND ITS AFFILIATES SHALL NOT HAVE ANY LIABILITY OR OBLIGATION OF ANY NATURE IN THE EVENT THAT
AN AWARD DOES NOT QUALIFY FOR ANY PARTICULAR TAX TREATMENT, REGARDLESS WHETHER THE COMPANY COULD HAVE OR SHOULD HAVE TAKEN ANY ACTION
TO CAUSE SUCH QUALIFICATION TO BE MET AND SUCH QUALIFICATION REMAINS AT ALL TIMES AND UNDER ALL CIRCUMSTANCES AT THE RISK OF THE GRANTEE.
THE COMPANY DOES NOT UNDERTAKE OR ASSUME ANY LIABILITY TO CONTEST A DETERMINATION OR INTERPRETATION (WHETHER WRITTEN OR UNWRITTEN) OF
ANY TAX AUTHORITIES, INCLUDING IN RESPECT OF THE QUALIFICATION UNDER ANY PARTICULAR TAX REGIME OR RULES APPLYING TO PARTICULAR TAX TREATMENT.
IF THE AWARDS DO NOT QUALIFY UNDER ANY PARTICULAR TAX TREATMENT IT COULD RESULT IN ADVERSE TAX CONSEQUENCES TO THE GRANTEE.


 


18.5. The Company or any Subsidiary or Affiliate may take such action
as it may deem necessary or appropriate, in its discretion, for the purpose of or in connection with withholding of any taxes and compulsory
payments which the Trustee, the Company or any Subsidiary or Affiliate is required by any Applicable Law to withhold in connection with
any Awards (collectively, “Withholding Obligations”). Such actions may include (i) requiring a Grantees to remit to
the Company in cash an amount sufficient to satisfy such Withholding Obligations and any other taxes and compulsory payments, payable
by the Company in connection with the Award or the exercise or (if applicable) the vesting thereof; (ii) subject to Applicable Law, allowing
the Grantees to provide Shares to the Company, in an amount that at such time, reflects a value that the Committee determines to be sufficient
to satisfy such Withholding Obligations; (iii) withholding Shares otherwise issuable upon the exercise of an Award at a value which is
determined by the Committee to be sufficient to satisfy such Withholding Obligations; or (iv) any combination of the foregoing. The
Company shall not be obligated to allow the exercise of any Award by or on behalf of a Grantee until all tax consequences arising from
the exercise of such Award are resolved in a manner acceptable to the Company.


 






    - 27 -


    


    

 


18.6. Each
Grantee shall notify the Company in writing promptly and in any event within ten (10) days after the date on which such Grantee
first obtains knowledge of any tax bureau inquiry, audit, assertion, determination, investigation, or question relating in any
manner to the Awards granted or received hereunder or Shares issued thereunder and shall continuously inform the Company of any
developments, proceedings, discussions and negotiations relating to such matter, and shall allow the Company and its representatives
to participate in any proceedings and discussions concerning such matters. Upon request, a Grantee shall provide to the Company any
information or document relating to any matter described in the preceding sentence, which the Company, in its discretion,
requires.


 


18.7. With respect to 102 Non-Trustee
Options, if the Grantee ceases to be employed by the Company or any Affiliate, the Grantee shall extend to the Company and/or its Affiliate
with whom the Grantee is employed a security or guarantee for the payment of taxes due at the time of sale of Shares, all in accordance
with the provisions of Section 102 of the Ordinance and the Rules.


 


18.8. For the purpose hereof
“tax(es)” means (a) all federal, state, local or foreign taxes, charges, fees, imposts, levies or other assessments,
including all income, capital gains, transfer, withholding, payroll, employment, social security, national security, health tax,
wealth surtax, stamp, registration and estimated taxes, customs duties, fees, assessments and charges of any similar kind whatsoever
(including under Section 280G of the Code), (b) all interest, indexation differentials, penalties, fines, additions to tax or
additional amounts imposed by any taxing authority in connection with any item described in clause (a), (c) any transferee or
successor liability in respect of any items described in clauses (a) or (b) payable by reason of contract, assumption, transferee
liability, successor liability, operation of Applicable Law, or as a result of any express or implied obligation to assume Taxes or
to indemnify any other person, and (d) any liability for the payment of any amounts of the type described in clause (a) or (b)
payable as a result of being a member of an affiliated, consolidated, combined, unitary or aggregate group for any taxable period,
including under U.S. Treasury Regulations Section 1.1502-6(a) (or any predecessor or successor thereof of any analogous or similar
provision under Law) or otherwise.


 


18.9. If a Grantee makes an election
under Section 83(b) of the Code to be taxed with respect to an Award as of the date of transfer of Shares rather than as of the date or
dates upon which the Grantee would otherwise be taxable under Section 83(a) of the Code, such Grantee shall deliver a copy of such election
to the Company upon or prior to the filing such election with the U.S. Internal Revenue Service. Neither the Company nor any Affiliate
shall have any liability or responsibility relating to or arising out of the filing or not filing of any such election or any defects
in its construction.


 


	19.	RIGHTS AS A SHAREHOLDER; VOTING AND DIVIDENDS.



 


19.1. Subject to Section 11.4, a
Grantee shall have no rights as a shareholder of the Company with respect to any Shares covered by an Award until the Grantee shall
have exercised the Award, paid the Exercise Price therefor and becomes the record holder of the subject Shares. In the case of 102
Awards or 3(9) Awards (if such Awards are being held by a Trustee), the Trustee shall have no rights as a shareholder of the Company
with respect to the Shares covered by such Award until the Trustee becomes the record holder for such Shares for the Grantee’s
benefit, and the Grantee shall not be deemed to be a shareholder and shall have no rights as a shareholder of the Company with
respect to the Shares covered by the Award until the date of the release of such Shares from the Trustee to the Grantee and the
transfer of record ownership of such Shares to the Grantee (provided however that the Grantee shall be entitled to receive from the
Trustee any cash dividend or distribution made on account of the Shares held by the Trustee for such Grantee’s benefit,
subject to any tax withholding and compulsory payment). No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distribution of other rights for which the record date is prior to the date on
which the Grantee or Trustee (as applicable) becomes the record holder of the Shares covered by an Award, except as provided in
Section 14 hereof.


 






    - 28 -


    


    

 


19.2. With respect to all Awards issued in the
form of Shares hereunder or upon the exercise or (if applicable) the vesting of Awards hereunder, any and all voting rights attached
to such Shares shall be subject to Section 6.9, and the Grantee shall be entitled to receive dividends distributed with respect to
such Shares, subject to the provisions of the Company’s Articles of Association, as amended from time to time, and subject to
any Applicable Law.


 


19.3. The Company may, but shall not
be obligated to, register or qualify the sale of Shares under any applicable securities law or any other Applicable Law.


 


	20.	NO REPRESENTATION BY COMPANY.



 


By granting the Awards, the Company is not, and shall
not be deemed as, making any representation or warranties to the Grantee regarding the Company, its business affairs, its prospects
or the future value of its Shares. The Company shall not be required to provide to any Grantee any information, documents or
material in connection with the Grantee’s considering an exercise of an Award. To the extent that any information, documents
or materials are provided, the Company shall have no liability with respect thereto. Any decision by a Grantee to exercise an Award
shall solely be at the risk of the Grantee.


 


	21.	NO RETENTION RIGHTS.



 


Nothing in this Plan, any Award Agreement or in any Award granted
or agreement entered into pursuant hereto shall confer upon any Grantee the right to continue in the employ of, or be in the service
of the Company or any Subsidiary or Affiliate thereof as a Service Provider or to be entitled to any remuneration or benefits not set
forth in this Plan or such agreement, or to interfere with or limit in any way the right of the Company or any such Subsidiary or Affiliate
to terminate such Grantee’s employment or service (including, any right of the Company or any of its Affiliates to immediately cease
the Grantee’s employment or service or to shorten all or part of the notice period, regardless of whether notice of termination
was given by the Company or its Affiliates or by the Grantee). Awards granted under this Plan shall not be affected by any change in
duties or position of a Grantee, subject to Sections 6.6 through 6.8. No Grantee shall be entitled to claim and the Grantee hereby waives
any claim against the Company or any Subsidiary or Affiliate that he or she was prevented from continuing to vest Awards as of the date
of termination of his or her employment with, or services to, the Company or any Subsidiary or Affiliate. No Grantee shall be entitled
to any compensation in respect of the Awards which would have vested had such Grantee’s employment or engagement with the Company
(or any Subsidiary or Affiliate) not been terminated.


 


	22.	PERIOD DURING WHICH AWARDS MAY BE GRANTED.



 


Awards may be granted pursuant to
this Plan from time to time within a period of ten (10) years from the Effective Date, which period may be extended from time to time
by the Board. From and after such date (as extended) no grants of Awards may be made and this Plan shall continue to be in full force
and effect with respect to Awards or Shares issued thereunder that remain outstanding.


 


	23.	AMENDMENT OF THIS PLAN AND AWARDS.



 


23.1. The Board at any time and from
time to time may suspend, terminate, modify or amend this Plan, whether retroactively or prospectively. Any amendment effected in accordance
with this Section shall be binding upon all Grantees and all Awards, whether granted prior to or after the date of such amendment, and
without the need to obtain the consent of any Grantee. No termination or amendment of this Plan shall affect any then outstanding Award
unless expressly provided by the Board.


 


23.2. Subject to changes in
Applicable Law that would permit otherwise, without the approval of the Company’s shareholders, there shall be (i) no increase
in the maximum aggregate number of Shares that may be issued under this Plan as Incentive Stock Options (except by operation of the
provisions of Section 14.1), (ii) no change in the class of persons eligible to receive Incentive Stock Options, and (iii) no other
amendment of this Plan that would require approval of the Company’s shareholders under any Applicable Law. Unless not
permitted by Applicable Law, if the grant of an Award is subject to approval by shareholders, the date of grant of the Award shall
be determined as if the Award had not been subject to such approval. Failure to obtain approval by the shareholders shall not in any
way derogate from the valid and binding effect of any grant of an Award, which is not an Incentive Stock Option. Upon approval of an
amendment to this Plan by the shareholders of the Company as set forth above, all Incentive Stock Options granted under this Plan on
or after such amendment shall be fully effective as if the shareholders of the Company had approved the amendment on the same
date.


 






    - 29 -


    


    

 


23.3. The Board or the Committee at
any time and from time to time may modify or amend any Award theretofore granted, including any Award Agreement, whether retroactively
or prospectively.


 


	24.	APPROVAL.



 


24.1.This Plan shall
take effect upon its adoption by the Board (the “Effective Date”).


 


24.2. Solely with respect to
grants of Incentive Stock Options, this Plan shall also be subject to shareholders’ approval, within one year of the Effective
Date, by a majority of the votes cast on the proposal at a meeting or a written consent of shareholders (however, if the grant of an
Award is subject to approval by shareholders, the date of grant of the Award shall be determined as if the Award had not been
subject to such approval). Failure to obtain such approval by the shareholders within such period shall not in any way derogate from
the valid and binding effect of any grant of an Award, except that any Options previously granted under this Plan may not qualify as
Incentive Stock Options but, rather, shall constitute Nonqualified Stock Options. Upon approval of this Plan by the shareholders of
the Company as set forth above, all Incentive Stock Options granted under this Plan on or after the Effective Date shall be fully
effective as if the shareholders of the Company had approved this Plan on the Effective Date.


 


24.3. 102 Awards are conditional upon
the filing with or approval by the ITA, if required, as set forth in Section 9.49. Failure to so file or obtain such approval shall not
in any way derogate from the valid and binding effect of any grant of an Award, which is not an 102 Award.


 


	25.	RULES PARTICULAR TO SPECIFIC COUNTRIES; SECTION 409A.



 


25.1. Notwithstanding anything herein
to the contrary, the terms and conditions of this Plan may be supplemented or amended with respect to a particular country or tax regime
by means of an appendix to this Plan, and to the extent that the terms and conditions set forth in any appendix conflict with any provisions
of this Plan, the provisions of such appendix shall govern. Terms and conditions set forth in such appendix shall apply only to Awards
granted to Grantees under the jurisdiction of the specific country or such other tax regime that is the subject of such appendix and shall
not apply to Awards issued to a Grantee not under the jurisdiction of such country or such other tax regime. The adoption of any such
appendix shall be subject to the approval of the Board or the Committee, and if determined by the Committee to be required in connection
with the application of certain tax treatment, pursuant to applicable stock exchange rules or regulations or otherwise, then also the
approval of the shareholders of the Company at the required majority.


 


25.2. This Section 25.2 shall only
apply to Awards granted to Grantees who are subject to United States Federal income tax.


 


25.2.1 It is the intention of the
Company that no Award shall be deferred compensation subject to Code Section 409A unless and to the extent that the Committee specifically
determines otherwise as provided in Section 25.2.2, and the Plan and the terms and conditions of all Awards shall be interpreted and administered
accordingly.


 


25.2.2 The terms and conditions
governing any Awards that the Committee determines will be subject to Section 409A of the Code, including any rules for payment or
elective or mandatory deferral of the payment or delivery of Shares or cash pursuant thereto, and any rules regarding treatment of
such Awards in the event of a Change in Control, shall be set forth in the applicable Award Agreement and shall be intended to
comply in all respects with Section 409A of the Code, and the Plan and the terms and conditions of such Awards shall be interpreted
and administered accordingly.


 






    - 30 -


    


    

 


25.2.3 The Company shall have complete
discretion to interpret and construe the Plan and any Award Agreement in any manner that establishes an exemption from (or compliance
with) the requirements of Code Section 409A. If for any reason, such as imprecision in drafting, any provision of the Plan and/or any
Award Agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as
demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption
from (or compliance with) Code Section 409A and shall be interpreted by the Company in a manner consistent with such intent, as determined
in the discretion of the Company. If, notwithstanding the foregoing provisions of this Section 25.2.3, any provision of the Plan or any
such agreement would cause a Grantee to incur any additional tax or interest under Code Section 409A, the Company shall reform such provision
in a manner intended to avoid the incurrence by such Grantee of any such additional tax or interest; provided that the Company
shall maintain, to the extent reasonably practicable, the original intent and economic benefit to the Grantee of the applicable provision
without violating the provisions of Code Section 409A.


 


25.2.4 Notwithstanding any other
provision in the Plan, any Award Agreement, or any other written document establishing the terms and conditions of an Award, if any Grantee
is a “specified employee,” within the meaning of Section 409A of the Code, as of the date of his or her “separation
from service” (as defined under Section 409A of the Code), then, to the extent required by Treasury Regulation Section 1.409A-3(i)(2)
(or any successor provision), any payment made to such Grantee on account of his or her separation from service shall not be made before
a date that is six months after the date of his or her separation from service. The Committee may elect any of the methods of applying
this rule that are permitted under Treasury Regulation Section 1.409A-3(i)(2)(ii) (or any successor provision).


 


25.2.5
Notwithstanding any other provision of this Section 25.2 to the contrary, although the Company intends to administer the Plan so that
Awards will be exempt from, or will comply with, the requirements of Code Section 409A, the Company does not warrant that any Award under
the Plan will qualify for favorable tax treatment under Code Section 409A or any other provision of federal, state, local, or non-United
States law. The Company shall not be liable to any Grantee for any tax, interest, or penalties the Grantee might owe as a result of the
grant, holding, vesting, exercise, or payment of any Award under the Plan.


 


	26.	GOVERNING LAW; JURISDICTION.



 


This Plan and all determinations made and actions taken
pursuant hereto shall be governed by the laws of the State of Israel, except with respect to matters that are subject to tax laws, regulations
and rules of any specific jurisdiction, which shall be governed by the respective laws, regulations and rules of such jurisdiction. Certain
definitions, which refer to laws other than the laws of such jurisdiction, shall be construed in accordance with such other laws. The
competent courts located in Tel-Aviv-Jaffa, Israel shall have exclusive jurisdiction over any dispute arising out of or in connection
with this Plan and any Award granted hereunder. By signing any Award Agreement or any other agreement relating to an Award, each Grantee
irrevocably submits to such exclusive jurisdiction.


 






    - 31 -


    


    

 


	27.	NON-EXCLUSIVITY OF THIS PLAN.



 


The adoption of this Plan shall not be construed as
creating any limitations on the power or authority of the Company to adopt such other or additional incentive or other compensation
arrangements of whatever nature as the Company may deem necessary or desirable or preclude or limit the continuation of any other
plan, practice or arrangement for the payment of compensation or fringe benefits to employees generally, or to any class or group of
employees, which the Company or any Affiliate now has lawfully put into effect, including any retirement, pension, savings and stock
purchase plan, insurance, death and disability benefits and executive short-term or long-term incentive plans.


 


	28.	MISCELLANEOUS.



 


28.1. Survival. The Grantee shall be
bound by and the Shares issued upon exercise or (if applicable) the vesting of any Awards granted hereunder shall remain subject to this
Plan after the exercise or (if applicable) the vesting of Awards, in accordance with the terms of this Plan, whether or not the Grantee
is then or at any time thereafter employed or engaged by the Company or any of its Affiliates.


 


28.2. Additional Terms. Each
Award awarded under this Plan may contain such other terms and conditions not inconsistent with this Plan as may be determined by the
Committee, in its sole discretion.


 


28.3. Fractional
Shares. No fractional Share shall be issuable upon exercise or vesting of any Award and the number of Shares to be issued shall be
rounded down to the nearest whole Share, with in any Share remaining at the last vesting date due to such rounding to be issued upon exercise
at such last vesting date.


 


28.4. Severability. If any
provision of this Plan, any Award Agreement or any other agreement entered into in connection with an Award shall be determined to be
illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable
in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction. In addition, if any particular
provision contained in this Plan, any Award Agreement or any other agreement entered into in connection with an Award shall for any reason
be held to be excessively broad as to duration, geographic scope, activity or subject, it shall be construed by limiting and reducing
such provision as to such characteristic so that the provision is enforceable to fullest extent compatible with Applicable Law as it shall
then appear.


 


28.5. Captions
and Titles. The use of captions and titles in this Plan or any Award Agreement or any other agreement entered into in connection with
an Award is for the convenience of reference only and shall not affect the meaning or interpretation of any provision of this Plan or
such agreement.


 


*      *     *


 


 


- 32 -