Exhibit 4.5


 


 






 










REE
Automotive Ltd.


2021
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 2021 Share Incentive Plan (as amended, this “Plan”) is to afford an incentive to Service
Providers (as defined below) of REE Automotive 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”), including, for the avoidance of doubt,
Incentive Stock Options and Nonqualified Stock Options, Restricted Share Units (“RSUs”), stock appreciation
rights (“SARs”), other Cash-Based Awards, 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
Israel 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”);


 


(iv)
Options not intended to be (as set forth in the Award Agreement) or which do not qualify as an Incentive Stock Option
(“Nonqualified Stock Options”);


 


(v)
SARs; and




 


(vi)
Restricted Shares, RSUs and other forms of Cash-Based and other Share-Based Awards.




 






     


     


    

 


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. 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. With respect to 102 Awards, if and to the extent any action or the exercise or application of any
provision hereof or authority granted hereby is conditioned or subject to obtaining a ruling or tax determination from the ITA, to
the extent required by Applicable Law, then the taking of any such action or the exercise or application of such section or
authority with respect to 102 Awards shall be conditioned upon obtaining such ruling or tax determination, and, if obtained, shall
be subject to any condition set forth therein; it being clarified that there is no obligation to apply for any such ruling or tax
determination (which shall be in the sole discretion of the Committee) and no assurance is made that if applied any such ruling or
tax determination will be obtained (or the conditions thereof).


 


		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:


 


“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.


 


“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.


 






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“Award”
shall mean any Option, Restricted Share, RSUs, Shares, SARs, any other Cash-Based, or any other Share-Based award granted under this
Plan.


 


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


 


“Change
in Board Event” shall mean any time at which individuals who, as of the Effective Date, constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming
a director subsequent to the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved
by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were
a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board.


 


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


 


“Committee”
shall mean a committee established or appointed by the Board to administer this Plan, subject to Section 3.1. To the extent required
to comply with the provisions of Rule 16b-3, it is intended that each member of the Committee will be, at the time the Committee takes
any action with respect to an Award that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3;
however, a Committee member’s failure to qualify as a “non-employee director” within the meaning of Rule 16b-3 will
not invalidate any Award granted by the Committee that is otherwise validly granted under this Plan.


 


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


 


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


 


“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.
Notwithstanding the foregoing, for Awards that are subject to Section 409A of the Code, Disability shall mean that a Grantee is disabled
under Section 409A(a)(2)(C)(i) or (ii) of the Code.


 


“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.


 






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“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.


 


“Exchange
Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, and all regulations, guidance and other interpretative
authority issued thereunder.


 


“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).


 


“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.


 


“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.


 


“Fair
Market Value” shall mean, as of any date, the value of a Share or other securities, property or rights 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 closing
sales price per Share on which the Shares are principally traded on such date, or if no sale occurred on such date, the last day preceding
such date on which a sale occurred, 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 on such date, or if there are no bid and asked prices on such date, the last day preceding such date on which there are
bid and asked prices, as reported in The Wall Street Journal or such other source as the Company deems reliable; or (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 securities,
property or rights, 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 is intended to satisfy the applicable requirements of and subject to
Section 409A of the Code, and with respect to Incentive Stock Options, in a manner that is intended to satisfy 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.


 


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


 


“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.


 


“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.


 


“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.


 






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“Rule
16b-3” means Rule 16b-3 promulgated under the Exchange Act.


 


“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.


 


“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. Notwithstanding the foregoing,
unless otherwise determined by the Committee, each Service Provider shall be an “employee” as defined in the General Instructions
to Form S-8 Registration Statement under the Securities Act (or any successor form thereto) at the time the Award is granted to the Service
Provider.


 


“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, property or rights issued or distributed with respect thereto.


 


“Strike
Price” means (i) in the case of a SAR granted in tandem with an Option, the Exercise Price of the related Option, or (ii) in
the case of a SAR granted independent of an Option, the Fair Market Value on the date of grant. The strike price of any such SAR granted
to a Grantee who is subject to U.S. federal income tax shall be determined in compliance with Section 7.2.


 


“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.


 


“tax(es)”
shall mean (a) all federal, state, local or foreign taxes, charges, fees, imposts, levies or other assessments, including all income,
capital gains, alternative or add-on minimum, transfer, value added tax, real and personal property, withholding, payroll, employment,
escheat, social security, disability, 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) or other tax of any kind
whatsoever, (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 or other 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 Applicable Law) or otherwise.


 


“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.


 






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


 


2.3. 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)
	Information	 	17.4
	ITA	 	1.2(i)
	Merger/Sale	 	14.2
	Nonqualified
    Stock Options	 	1.2(iv)
	Plan	 	1.1
	Pool	 	5.1
	Prior
    Plan	 	5.2
	Recapitalization	 	15.1
	Required
    Holding Period	 	9.5
	Restricted
    Period	 	12.2
	Restricted
    Share Agreement	 	11
	Restricted
    Share Unit Agreement	 	12
	Restricted
    Shares	 	1.1
	RSUs	 	1.1
	Rules	 	1.2(i)
	Securities	 	18.1
	Successor
    Corporation	 	15.2.1
	SARs	 	1.1
	SAR
    Period	 	11.3
	Withholding
    Obligations	 	18.5



 






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                                                                                3.
	ADMINISTRATION.



 


3.1.
To the extent permitted under Applicable Law, the Articles of Association, as may be amended and supplemented from time to time, and
any other governing document of the Company in effect, 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, and, accordingly,
any and all references herein to the Committee shall be construed as references to 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.


 


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 in effect. 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 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,


 






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(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 (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 Law,


 


(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 securities, property or rights,


 


(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 Shares underlying
an Award (but, in each case, other than as a result of an adjustment or exercise of rights in accordance with Section 15)) 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.


 






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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 Law 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.


 


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. The maximum aggregate number of Shares that may be issued pursuant to Awards under this Plan (the “Pool”) shall
initially be the sum of (a) 23,142,623 Shares plus (and without the need to further amend this Plan) (b) on January 1st, 2022
and on January 1st of each calendar year thereafter during the term of this Plan, a number of Shares equal to the lesser of: (i) 5% of
the total number of Shares outstanding as of the end of the last day of the immediately preceding calendar year, and (ii) such smaller
amount of Shares as is determined by the Board, if so determined prior to the January 1st of the calendar year in which the increase
will occur (in each case, without the need to amend this Plan in case of such determination); in all events subject to adjustment as
provided in Section 15.1. The Board may, at its discretion, reduce the number of Shares that may be issued pursuant to Awards under
this Plan, at any time (provided that such reduction does not derogate from any issuance of Shares in respect of Awards then outstanding).


 






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5.2.
Any Shares (a) underlying an Award granted hereunder or an award granted under the Company’s 2011 Key Employee Share Incentive
Plan, as amended (the “Prior Plan”) that has expired, or was cancelled, terminated, forfeited, or settled in cash
in lieu of issuance of Shares, for any reason, after the Effective Date; (b) if permitted by the Company, tendered to pay the
Exercise Price of an Award (or the exercise price or other purchase price of any option or other award under any Prior Plan), or
withholding tax obligations with respect to an Award (or any awards under any Prior Plan); or (c) if permitted by the Company,
subject to an Award (or any award under the Prior Plan) that are not delivered to a Grantee because such Shares are withheld to pay
the Exercise Price of such Award (or any award under the Prior Plan), or withholding tax obligations with respect to such Award (or
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 for issuance upon exercise or (if applicable) vesting thereof for the purposes of this Plan (unless this Plan
shall have been terminated), unless the Board determines otherwise. Such Shares may be, in whole or in part, authorized but unissued
Shares, treasury shares (dormant shares) or otherwise Shares that shall have been or may be repurchased by the Company (to the
extent permitted pursuant to the Companies Law).


 


5.3.
Any Shares (a) underlying an Award granted hereunder that has expired, or was cancelled, terminated, forfeited 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).


 


5.4. 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.


 


5.5.
From and after the Effective Date, no further grants or awards shall be made under any Prior Plan; however, Awards made under a
Prior Plan before the Effective Date shall continue in effect in accordance with their terms.


 


		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.


 


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 Law.


 






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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 (if shares bear a par value) shall comply with Section 304 of the
Companies Law. 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 15 hereof. The Exercise Price of any Award granted to a Grantee who is subject to U.S. federal
income tax shall be determined in accordance with Section 409A of the Code.


 


6.4. Manner
of Exercise. An Award may be exercised, as to any or all Shares as to which the Award has become exercisable, (a) by written
notice delivered in person or by mail (or such other methods of delivery prescribed by the Company) to the Chief Executive Officer
of the Company or to such other person as determined by the Committee, (b) by way of an exercise order submitted via the online
service operated and maintained by the Company or any of its service providers, or (c) 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, (iv) in lieu of payment of the exercise price, by one of the other payment methods set forth in this Section 6.4, by
cashless exercise such that the number of Shares issuable upon exercise shall be the result of a fraction: (A) the numerator
of which is (i) the number of Shares that would otherwise have been issued upon exercise of the Award by the cash payment of the
Exercise Price (or such lesser number of Shares as grantee may designate in the case of a partial exercise of the Award), multiplied
by (ii) the difference between (a) the Fair Market Value of one Share at the time the cashless exercise hereunder is
made, and (b) the Exercise Price of the Award, and (B) the denominator of which is the Fair Market Value of one Share
at the time the cashless exercise hereunder is made, or (v) in such other manner as the Committee shall determine. The application
of cashless exercise with respect to any 102 Awards shall be subject to obtaining a ruling from the ITA, to the extent required by
Applicable Law. As a condition to the issuance of Shares of the Company pursuant to Options, the Grantee agrees to remit to the
Company (through the procedure described in the above paragraph) at the time of any exercise of the Options any taxes required to be
withheld by the Company under federal, state, or local law as a result of the exercise of the Options.


 


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.


 


6.5.2. The Award Agreement may contain performance goals and measurements (which, in case of 102 Trustee Awards, may, 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.


 






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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, an employee of 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),
such that Grantee is no longer a Service Provider, 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 its Subsidiary or other Affiliate
thereof, as applicable) shall have terminated the Grantee’s employment or service for Cause (as defined below) (whether the
facts or circumstances that constitute such Cause occur prior to or after termination of employment or service), or if facts or
circumstances arise or are discovered with respect to the Grantee that would have constituted Cause, then all Awards theretofore
granted to such Grantee (whether vested or not) shall terminate and be subject to recoupment by the Company 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, and including the gross amount of any proceeds, gains or other
economic benefit the Grantee actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of
any Shares underlying the Award), 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 (if such
Shares bear a par value) 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 prior to, at or 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 the purchaser of
all or any part of such Shares or other securities, for the Exercise Price paid for such Shares, the par value of such Shares (if
shares bear a par value) or for no payment or consideration whatsoever, as the Committee deems fit; (ii) forfeiting all or any part
of such Shares or other securities; (iii) redeeming all or any part of such Shares or other securities, for the Exercise Price paid
for such Shares, the par value of such Shares (if shares bear a par value) or for no payment or consideration whatsoever, as the
Committee deems fit; (iv) taking action in order to have all or any part of such Shares or other securities converted into deferred
shares entitling their holder only to their par value (if shares bear a 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.).


 






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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 (including, without limitation,
qualification of an Award as an Incentive Stock Option) 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 the foregoing clauses (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.


 


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 15 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.


 






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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); (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 or an Affiliate 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.


 


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 with the Company or any of its Affiliates 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, unless the Committee determines
otherwise.


 






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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.


 


6.10. 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. However, if for any reason the Awards granted pursuant to this Section
7 (or portion thereof) does not qualify as an Incentive Stock Option, then, to the extent of such non-qualification, such Option (or
portion thereof) shall be regarded as a Nonqualified Stock Option granted under this Plan. In no event will the Board, the Company or
any Parent or Subsidiary or any of their respective employees or directors have any liability to a Grantee (or any other person) due
to the failure of the Option to qualify for any reason as an Incentive Stock Option.


 


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.


 


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 Code or
1.409A-1(b)(5)(v)(D) of the U.S. Treasury Regulations or any successor guidance.


 






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		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 ten (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, 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
Nonqualified 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.


 






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8.6.
Ten Percent Shareholder. In the case of an Incentive Stock Option granted to a Ten Percent Shareholder, notwithstanding the foregoing
provisions of this Section 8.6, (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
three (3) 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. 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 Award 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) or (3) thereof (as applicable), 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.


 






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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.


 






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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 (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.


 


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.


 






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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.


 


9.7. 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 confirmed 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.


 


9.7.1.
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;


 


9.7.2.
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


 


9.7.3.
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.


 






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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.	STOCK
                                            APPRECIATION RIGHTS OR SARs.



 


11.1. Generally.
Each SAR granted under this Plan shall be evidenced by an Award Agreement. Each SAR so granted shall be subject to the conditions
set forth in this Section 11 and to such other conditions not inconsistent with this Plan as may be reflected in the applicable
Award Agreement. Any Option granted under this Plan may include tandem SARs. The Committee also may award SARs to Grantees
independent of any Option.


 


11.2. Strike
Price. The Strike Price per Share for each SAR shall not be less than 100% of the Fair Market Value of such share determined as
of the date of grant.


 


11.3. Vesting
and Expiration. A SAR granted in connection with an Option shall become exercisable and shall expire according to the same
vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become
exercisable and shall expire in such manner and on such date or dates determined by the Committee (including, if applicable, the
attainment of any performance goals, as shall be determined by the Committee in the applicable Award Agreement) and shall expire
after such period, not to exceed ten years, as may be determined by the Committee (the “SAR Period”);
provided, however, that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion,
accelerate the exercisability of any SAR, which acceleration shall not affect the terms and conditions of such SAR other than with
respect to exercisability. In the event of any termination of employment or service with the Company and its Affiliates thereof of a
Grantee who has been granted one of more SARs, the SARs shall be exercisable at the time or times and subject to the terms and
conditions as set forth in the Award Agreement (or in the underlying Option Award Agreement, as may be applicable). If the SAR would
expire at a time when the exercise of the SAR would violate applicable securities laws, the expiration date applicable to the SAR
will be automatically extended to a date that is 30 calendar days following the date such exercise would no longer violate
applicable securities laws (so long as such extension shall not violate Section 409A of the Code); provided, that, in no event
shall such expiration date be extended beyond the expiration of the SAR Period; and provided further that no extension will be made
if the exercise price of such SAR at the date the initial term would otherwise expire is above the Fair Market Value on such
date.


 


11.4. Method
of Exercise. SARs that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the
Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs
were awarded.


 






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11.5. Payment.
Upon the exercise of a SAR, the Company shall pay to the Grantee an amount equal to the number of shares subject to the SAR that are
being exercised, multiplied by the excess, if any, of the Fair Market Value of one Share on the exercise date over the Strike Price,
less an amount equal to any taxes required to be withheld or paid. The Company shall pay such amount in cash, in Shares having a
Fair Market Value equal to such amount, or any combination thereof, as determined by the Committee. No fractional Shares shall be
issued or delivered pursuant to this Plan or any Award, and the Committee shall determine whether cash, other securities or other
property shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto
shall be canceled, terminated or otherwise eliminated.


 


	12.	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:


 


12.1. 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.


 


12.2. 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 (which, in case of 102 Trustee Awards, may be subject to obtaining a specific tax
ruling or determination from the ITA). 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.


 






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12.3. 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 (if applicable) of any Restricted Shares, any Restricted
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 Law and the Grantee shall have no further rights with respect to such Restricted
Shares.


 


12.4. Ownership.
During the Restricted Period the Grantee shall possess all incidents of ownership of such Restricted Shares, subject to Section
12.2, 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.


 


	13.	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. 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.


 


13.1. 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), and Section 6.4 shall apply, if applicable.


 


13.2. 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.


 


13.3. Settlements
of Awards. Settlement of vested RSUs shall be made in the form of Shares or cash (in case of 102 Trustee Awards, the settlement
shall be made in the form of shares only). Distribution to a Grantee of an amount (or amounts) from settlement of vested RSUs can be
deferred to a date after vesting 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.


 


13.4. 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.


 






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	14.	OTHER
CASH-BASEDOR SHARE-BASED AWARDS.



 


14.1.
The Committee may grant other Awards under this Plan pursuant to which Shares (which may, but need not, be Restricted Shares
pursuant to Section 12 hereof), cash 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. The terms and conditions of
such Awards shall be consistent with this Plan and set forth in the Award Agreement and need not be uniform among all such Awards or
all Grantees receiving such Awards.


 


14.2.
Such other Cash-Based or 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 (without any obligation or assurance that that such Share-Based Awards will be entitled to
tax benefits under Applicable Law or to the same tax treatment as other Awards under this Plan).


 


14.3.
Payment, if any, with respect to an other Cash-Based or other Share-Based Award shall be made in accordance with the terms of the
Award, as set forth in the Award Agreement, in cash, Shares or a combination of cash and Shares, as the Committee
determines.


 


	15.	EFFECT
                                            OF CERTAIN CHANGES.



 


15.1. General.


 


15.1.1.
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, (v) the type or class of security, asset or right underlying the Award (which need not be only
that of the Company, and may be that of the surviving corporation or any affiliate thereof or such other entity party to any of the
above transactions), and (vi) 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 15.1 (including a determination that no adjustment is to be made) shall be final, binding and
conclusive.


 


15.1.2.
Notwithstanding anything to the contrary included herein, and subject to Applicable Law, in the event of a distribution of an
extraordinary cash dividend by the Company to all holders of Shares, the Committee shall have the authority to determine, without
the need for a consent of any holder of an Award, that the Exercise Price of any Award, which is outstanding and unexercised on the
record date of such distribution, shall be reduced by an amount equal to the per Share gross dividend amount distributed by the
Company, and the Committee may determine that the Exercise Price following such reduction shall be not less than the par value of a
Share. The application of this Section with respect to any 102 Awards shall be subject to obtaining a ruling from the ITA, to the
extent required by Applicable Law and subject to the terms and conditions of any such ruling.


 






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15.2. 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, (v) Change in Board Event, or (iv) 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 15.2 excluding any of the foregoing 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 15.2 (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, the Committee may make any
determination as to the treatment of Awards, in its sole and absolute discretion, as provided herein:


 


15.2.1.
Unless otherwise determined by the Board, 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 Board in its discretion (the
“Successor Corporation”), under terms as determined by the Board or the terms of this Plan applied by the
Successor Corporation to such assumed or substituted Awards.


 


For
the purposes of this Section 15.2.1, 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 shares or other securities, cash or other property, or rights, 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, which need not be the same
type for all Grantees), 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 shares or other securities, cash or other property, or rights, or any combination thereof)
as determined by the Committee. Any of the consideration referred to in the foregoing 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 Board’s authority to determine that
in lieu of such assumption or substitution of Awards for Awards of the Successor Corporation, such Award will be substituted for shares
or other securities, cash or other property, or rights, or any combination thereof, including as set forth in Section 15.2.2 hereunder.


 


15.2.2.
Unless otherwise determined by the Committee, to the extent any Awards are not assumed or substituted by the Successor Corporation,
such Awards shall vest in full and be entitled to receive the consideration payable to shareholders generally (subject to any
applicable Exercise Price and taxes in respect of any Award) in the Merger/Sale.


 


15.2.3.
Regardless of whether or not Awards are assumed or substituted, the Board may (but shall not be obligated to):


 


15.2.3.1.
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 Board 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 Board 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 Board shall
determine;


 






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15.2.3.2.
provide for the cancellation of each outstanding Award at or immediately prior to the closing of such Merger/Sale, and if and to the
extent payment shall be made to the Grantee of an amount in shares or other securities of the Company, the acquiror or of a
corporation or other business entity which is a party to the Merger/Sale, cash or other property, or rights, or any combination
thereof, as determined by the Board to be fair in the circumstances, and subject to such terms and conditions as determined by the
Board. The Board shall have full authority to select the method for determining the payment (being the intrinsic
(“spread”) value of the option, Black-Scholes model or any other method). Inter alia, and without limitation of
the following determination being made in other circumstances, the Board’s determination may 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;
and/or


 


15.2.3.3.
provide that the terms of any Award shall be otherwise amended, modified or terminated, as determined by the Board to be fair in the
circumstances.


 


15.2.4.
The Board may determine: (i) 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 or conditions; (ii) the terms and conditions applying to the
payment made or payable to the Grantees, including participation in escrow, indemnification, releases, earn-outs, holdbacks or any
other contingencies; and (iii) that any terms and conditions applying under the applicable definitive transaction agreements shall
apply to the Grantees (including, appointment and engagement of a shareholders or sellers representative, payment of fees or other
costs and expenses associated with such services, indemnifying such representative, and authorization to such representative within
the scope of such representative’s authority in the applicable definitive transaction agreements).


 


15.2.5.
The Board may determine to suspend the Grantee’s rights to exercise any vested portion of an Award for a period of time prior
to the signing or consummation of a Merger/Sale transaction.


 


15.2.6.
Without limiting the generality of this Section 15, if the consideration in exchange for Awards in a Merger/Sale includes any
securities and due receipt thereof by any Grantee (or by the Trustee for the benefit of such Grantee) may require under Applicable
Law (i) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such
securities; or (ii) the provision to any Grantee of any information under the Securities Act or any other securities laws, then the
Board may determine that the Grantee shall be paid in lieu thereof, against surrender of the Shares or cancellation of any other
Awards, an amount in cash or other property, or rights, or any combination thereof, as determined by the Board to be fair in the
circumstances, and subject to such terms and conditions as determined by the Board. Nothing herein shall entitle any Grantee to
receive any form of consideration that such Grantee would be ineligible to receive as a result of such Grantee’s failure to
satisfy (in the Board’s sole determination) any condition, requirement or limitation that is generally applicable to the
Company’s shareholders, or that is otherwise applicable under the terms of the Merger/Sale, and in such case, the Board shall
determine the type of consideration and the terms applying to such Grantees.


 






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15.2.7.
Neither the authorities and powers of the Board or the Committee under this Section 15.2, 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, or to their respective officers, directors, employees and
representatives, and the respective successors and assigns of any of the foregoing. The Board or Committee need not take the same
action with respect to all Awards or with respect to all Service Providers. The Board or Committee may take different actions with
respect to the vested and unvested portions of an Award. The Board or 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.


 


15.2.8.
The Board may determine that upon a Merger/Sale any Shares held by Grantees (or for Grantee’s benefit) are sold in accordance
with instructions issued by the Board in connection with such Merger/Sale, which shall be final, conclusive and binding on all
Grantees.


 


15.2.9.
All of the Board’s or the Committee’s determinations pursuant to this Section 15 shall be at its sole and absolute
discretion, and shall be final, conclusive and binding on all Grantees (including, for clarity, as it relates to Shares issued upon
exercise or vesting of any Awards or that are Awards, unless otherwise determined by the Board or Committee, as applicable) and
without any liability to the Company or its Affiliates, or to their respective officers, directors, employees, shareholders and
representatives, and the respective successors and assigns of any of the foregoing, in connection with the method of treatment,
chosen course of action or determinations made hereunder.


 


15.2.10.
With respect to any Grantees who are subject to United States Federal income tax, if and only to the extent required to comply with
Section 409A of the Code, any actions set forth in this Section 15.2 may only be taken to the extent there has been a
“change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the
assets of the Company (in each case as defined in U.S. Treasury Regulation 1.409A-3(i)(5)).


 


15.2.11.
If determined by the Board, 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, appointing and indemnifying shareholders/sellers representative, participating in
transaction expenses, shareholders/sellers representative expense fund and escrow arrangement, in each case as determined by the
Board. Each Grantee shall execute (and authorizes any person designated by the Company to so execute, as well as (if applicable) the
Trustee holding any Shares for the Grantee’s behalf) 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 or otherwise under or for the purpose
of implementing this Section 15.2, 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, the exercise of any Award or otherwise to be entitled
to benefit from shares or other securities, cash or other property, or rights, or any combination thereof, pursuant to this Section
15.2 (and the Company (and, if applicable, the Trustee) may exercise its authorization above and sign such agreement on behalf of
the Grantee or subject the Grantee to the provisions of such agreements).


 






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15.3. Reservation
of Rights. Except as expressly provided in this Section 15 (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), or 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.


 


	16.	NON-TRANSFERABILITY
                                            OF AWARDS; SURVIVING BENEFICIARY.



 


16.1.
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 of Awards, Shares issued upon the vesting of Awards or Awards that are Shares, the restrictions on transfer shall be the
restrictions referred to in Section 17 (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).


 


16.2.
Notwithstanding any other provisions of this 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 16.1. Further, all Incentive Stock Options granted to a Grantee shall be exercisable
during his or her lifetime only by such Grantee.


 


16.3.
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.


 


16.4.
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
this 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 this 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).


 



16.5.
The provisions of this Section ‎16 shall apply to the Grantee and to any purchaser, assignee or transferee of any
Shares.


 






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	17.	CONDITIONS
                                            UPON ISSUANCE OF SHARES; GOVERNING PROVISIONS.



 


17.1. 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 Law 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 Law 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 or equivalent law in another jurisdiction 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 or equivalent law in another
jurisdiction. 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.


 


17.2. Provisions
Governing Shares. Shares issued pursuant to an Award shall be subject to this Plan and shall be subject to the Articles of
Association of the Company, and any other governing documents of the Company and all policies, manuals and internal regulations of
the Company, as in effect from time to time.


 


17.3. Share
Purchase Transactions; Forced Sale. In the event that the Board approves a Merger/Sale effected by way of a forced or compulsory
sale (whether pursuant to the Company’s Articles of Association, pursuant to Section 341 of the Companies Law or any agreement
amongst some or all of the Company’s shareholders or otherwise) or in the event of a transaction for the sale of all shares of
the Company, 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 (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. Each Grantee shall execute (and
authorizes any person designated by the Company to so execute, as well as (if applicable) the Trustee holding any Shares for the
Grantee’s behalf) such documents and agreements, as may be requested by the Company relating to matters set forth in or
otherwise for the purpose of implementing this Section 17.3. The execution of such separate agreement(s) may be a condition by the
Company to the exercise of any Award and the Company (and, if applicable, the Trustee) may exercise its authorization above and sign
such agreement on behalf of the Grantee or subject the Grantee to the provisions of such agreements.


 






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17.4. Data
Privacy; Data Transfer. Information related to Grantees and Awards hereunder, as shall be received from Grantee or others,
and/or held by, the Company or its Affiliates from time to time, and which information may include sensitive and personal
information related to Grantees (“Information”), will be used by the Company or its Affiliates (or third parties
appointed by any of them, including the Trustee) to comply with any applicable legal requirement, or for administration of this Plan
as they deems necessary or advisable, or for the respective business purposes of the Company or its Affiliates (including in
connection with transactions related to any of them). The Company and its Affiliates shall be entitled to transfer the Information
among the Company or its Affiliates, and to third parties for the purposes set forth above, which may include persons located abroad
(including, any person administering this Plan or providing services in respect of this Plan or in order to comply with legal
requirements, or the Trustee, their respective officers, directors, employees and representatives, and the respective successors and
assigns of any of the foregoing), and any person so receiving Information shall be entitled to transfer it for the purposes set
forth above. The Company shall use commercially reasonable efforts to ensure that the transfer of such Information shall be limited
to the reasonable and necessary scope. By receiving an Award hereunder, Grantee acknowledges and agrees that the Information is
provided at Grantee’s free will and Grantee consents to the storage and transfer of the Information as set forth
above.


 


17.5. Clawback
Provisions. All Awards (including the gross amount of any proceeds, gains or other economic benefit the Grantee actually or
constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be
subject to recoupment by the Company to the extent required to comply with Applicable Law or any policy of the Company (subject to
Applicable Law) providing for the reimbursement of incentive compensation, whether or not such policy was in place at the time of
grant of an Award.


 


	18.	AGREEMENT
                                            REGARDING TAXES; DISCLAIMER.



 


18.1.
If the Committee shall so require, as a condition of exercise or (if applicable) vesting 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 OR (IF
APPLICABLE) VESTING 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.


 






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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 AND ITS AFFILIATES DO 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 AND ITS AFFILIATES SHALL BEAR NO LIABILITY IN CONNECTION WITH THE MANNER IN
WHICH ANY AWARD IS 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 AND
ITS AFFILIATES DO NOT UNDERTAKE AND SHALL NOT BE REQUIRED TO TAKE ANY ACTION IN ORDER TO QUALIFY ANY 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. THE COMPANY AND ITS AFFILIATES DO NOT UNDERTAKE TO REPORT FOR TAX PURPOSES ANY AWARD IN
ANY PARTICULAR MANNER, INCLUDING IN ANY MANNER CONSISTENT WITH ANY PARTICULAR TAX TREATMENT. 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.


 






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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 (or any applicable agent thereof) 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 or an Affiliate 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; (iv)
withholding from other compensation payable by the Company or an Affiliate to the Grantee; or (v) any combination of the foregoing.
The Company shall not be obligated to allow the exercise or vesting of any Award by or on behalf of a Grantee until all tax
consequences arising therefrom are resolved in a manner acceptable to the Company.


 


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 authority 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.
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 12.4, 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 or (as applicable) vests the Award, paid the Exercise Price therefor and becomes the
record holder of the subject Shares. In the case of 102 Awards, 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 shares or other securities, cash or other property, or rights, or any combination thereof) 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 15 hereof.


 






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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 20, 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 and such representations and warranties are hereby
disclaimed. 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, except as required by Applicable Law. 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.


 






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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 15.1), (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 or the rules of the applicable stock market or exchange, if any, on which the Shares are principally quoted or
traded. 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 that is not an Incentive Stock
Option.


 


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 and approval by the shareholders of the Company (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 date of adoption by the Board, 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
a 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.


 






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25.2.
This Section 25.2 shall only apply to Awards granted to Grantees who are subject to United States Federal income tax. With
respect to Awards subject to Section 409A of the Code, this Plan is intended to comply with the requirements of Section 409A of the
Code, and the provisions of this Plan and any Award Agreement shall be interpreted in a manner that satisfies the requirements of
Section 409A of the Code, and this Plan shall be operated accordingly. If any provision of this Plan or any term or condition of any
Award would otherwise frustrate or conflict with this intent, the provision, term or condition shall be interpreted and deemed
amended so as to avoid this conflict. Notwithstanding anything in this Plan to the contrary, if the Board considers a Grantee to be
a “specified employee” under Section 409A of the Code at the time of such Grantee’s “separation from
service” (as defined in Section 409A of the Code), and any amount hereunder is “deferred compensation” subject to
Section 409A of the Code, any distribution of such amount that otherwise would be made to such Grantee with respect to an Award as a
result of such “separation from service” shall not be made until the date that is six months after such
“separation from service,” except to the extent that earlier distribution would not result in such Grantee incurring
interest or additional tax under Section 409A of the Code. If an Award includes a “series of installment payments”
(within the meaning of Section 1.409A-2(b)(2)(iii) of the U.S. Treasury Regulations), a Grantee’s right to such series of
installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if an
Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the U.S. Treasury Regulations), a
Grantee’s right to such dividend equivalents shall be treated separately from the right to other amounts under the Award.
Notwithstanding the foregoing, the tax treatment of the benefits provided under this Plan or any Award Agreement is not warranted or
guaranteed, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses
that may be incurred by a Grantee on account of non-compliance with Section 409A of the Code.


 


	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.


 


	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. Unless a different rounding rule is applied
by the Company, the number of Shares to be issued shall be rounded down to the nearest whole Share, with any Share remaining at the
last vesting date due to such rounding to be issued upon exercise at such last vesting date.


 






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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. Limitations
on Liability. Notwithstanding any other provisions of this Plan, no individual acting as a director, officer or other employee
of the Company or any Affiliate will be liable to any Grantee, former Grantee, spouse, beneficiary, or any other person for any
claim, loss, liability, or expense incurred in connection with this Plan or any Award, and such individual will not be personally
liable with respect to this Plan because of any contract or other instrument executed in his or her capacity as an Administrator,
director, officer or other employee of the Company or any Subsidiary.


 


28.6. 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.


 


28.7. Unfunded
Status of Awards. This Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any
payments not yet made to a Grantee pursuant to an Award, nothing contained in this Plan or Award Agreement shall give the Grantee
any rights that are greater than those of a general creditor of the Company or any Affiliate.


 


28.8. Provisions
for Foreign Grantees. The Committee may modify Awards granted to Grantees who are foreign nationals or employed outside Israel,
establish subplans or procedures under this Plan or take any other necessary or appropriate action to address Applicable Law,
including, without limitation, (a) differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to
tax, securities, currency, employee benefit or other matters, (b) listing and other requirements of any foreign securities exchange,
and (c) any necessary local governmental or regulatory exemptions or approval.


 


28.9.
Non-Uniform Determinations. The Committee’s determinations under this Plan and Award Agreements need not be uniform and
any such determinations may be made by it selectively among persons who receive, or are eligible to receive, Awards under this Plan (whether
or not such persons are similarly situated). Without limiting the generality of the foregoing, the Committee will be entitled, among
other things, to make non-uniform and selective determinations under Award Agreements, and to enter into non-uniform and selective Award
Agreements, as to (i) the persons to receive Awards, (ii) the terms and provisions of Awards and (iii) whether a Grantee’s employment
has been terminated for purposes of this Plan.


 


*          *          *


 






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