Unassociated Document


     

    EXHIBIT
10.14(i)

     

     BioCancell
Therapeutics Inc.

     

    Global
Share Incentive Plan (2006)

     

     

    1.           Name
And Purpose.

     

     

    1.1           This
plan, which has been adopted by the Board of Directors of the Company,
BioCancell Therapeutics Inc., as amended from time to time, shall be known as
the BioCancell Therapeutics Inc. Global Share Incentive Plan (2006)(the “Plan”).

     

     

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

     

     

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

     

     

    2.           Definitions

     

     

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

     

     

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

     

     

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

     

     

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

     

     

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

     

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

     

    “Company” shall mean
Biocancell Therapeutics Inc., a Delaware corporation, and its successors and
assigns.

     

     

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

     

     

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

     

     

    “Disability” shall have the
meaning ascribed to such term or a similar term in the Participant's employment
agreement (where applicable), or in the absence of such a definition, the
inability of the Participant, in the opinion of a qualified physician acceptable
to the Company, to perform the major duties of the Participant’s position with
the Company because of the sickness or injury of the Participant for a
consecutive period of 180 days.

     

     

    “DGCL” shall mean the Delaware
General Corporation Law and other applicable corporate law.

     

     

    “Fair Market Value” shall
mean, as of any date, the value of Shares,  determined as follows
(subject to any more specific definition in an Appendix to this
Plan):

     

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

     

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

     

     

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

     

     

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

     

    
      
        
        

      

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

     

     

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

     

     

    “Shares” shall mean shares of
Common Stock, par value $___ per share, of the
Company.

     

     

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

     

     

    3.           Administration
of the Plan.

     

     

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

     

     

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

     

     

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

     

     

    3.4           No
member of the Board of Directors or of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any Award
granted hereunder.  Subject to the Company’s decision and to all
approvals legally required, each member of the Board or the Committee shall be
indemnified and held harmless by the Company against any cost or expense
(including counsel fees) reasonably incurred by him or her, or any liability
(including any sum paid in settlement of a claim with the approval of the
Company) arising out of any act or omission to act in connection with the Plan
unless arising out of such member's own willful misconduct or bad faith, to the
fullest extent permitted by applicable law. Such indemnification shall be in
addition to any rights of indemnification the member may have as a director or
otherwise under the Company’s Charter Documents, any agreement, any vote of
stockholders or disinterested directors, insurance policy or
otherwise.

     

    
      
        
        

      

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

     

     

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

     

     

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

     

     

    4.           Eligible
Participants.

     

     

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

     

     

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

     

    
      
        
        

      

      
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    5.           Reserved
Shares.

     

     

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

     

     

    6.           Award
Agreement.

     

     

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

     

     

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

     

     

    


     

     

    7.           Restricted
Stock and Other Equity-Based Awards.

     

     

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

     

     

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

     

    
      
        
        

      

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

     

    “The
anticipation, alienation, attachment, sale, transfer, assignment, pledge,
encumbrance or charge of the shares of stock represented hereby are subject to
the terms and conditions (including forfeiture) of the BioCancell
Therapeutics  Inc. Global Incentive Plan (2006), and an Award
Agreement entered into between the registered owner and the Company dated
____________.  Copies of such Plan and Award agreement are on file at
BioCancell Therapeutics  Inc.”

     

     

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

     

     

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

     

     

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

     

    
      
        
        

      

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

     

    


     

    8.           Exercise
of Option.

     

     

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

     

     

    8.2           The
exercise price for each share to be issued upon exercise of an Option shall be
such price as is determined by the Board in its discretion, provided that the
price per Share is not less than the par value of each Share, or to the extent
required pursuant to applicable law, not less than 100% of the Fair Market Value
of a Share on the date of grant.

     

     

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

     

     

    8.4           Each
payment for Shares under an Option shall be in respect of a whole number of
Shares, shall be effected in (i) cash, (ii) by check payable to the order of the
Company, or (iii) such other method of payment acceptable to the Company as
determined by the Administrator.

     

     

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

     

     

    8.5           Until
the Shares are issued (as evidenced by the appropriate entry in the share
register of the Company or of a duly authorized transfer agent of the Company) a
Participant shall have  no right to vote or right to receive dividends
or any other rights as a shareholder shall exist with respect to such Shares,
notwithstanding the exercise of the Option.  The Company shall issue
(or cause to be issued) such Shares promptly after the Option is
exercised.  No adjustment shall be made for a dividend or other right
the record date for which is prior to the date the Shares are issued, except as
provided in Section 10.1 of the Plan.

     

    
      
        
        

      

      
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    9.           Termination
of Relationship as Service Provider.

     

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

     

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

     

     (a)                  in
the event that the Participant ceases to be a Service Provider for any reason
other than termination for Cause, including as a result of the Participant’s
death or disability: (i) any vested Options shall remain exercisable until the
earlier of a period of twelve (12) months from the Date of Termination; or
expiration of the term of the Option as set forth in Section 13; and (ii) all
Restricted Stock still subject to restriction under the applicable Restriction
Period, as set forth in the Award Agreement, shall be forfeited;

     

    (b)   in the event that
the Participant ceases to be a Service Provider for Cause, the vested Options
shall remain exercisable until the earlier of a period of thirty (30) days from
the Date of Termination; or expiration of the term of the Option as set forth in
Section 13; and (ii) all Restricted Stock  still subject to
restriction under the applicable Restriction Period as of the Date of
Termination, as set forth in the Award Agreement, shall be
forfeited.

     

     

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

     

     

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

     

     

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

     

    
      
        
        

      

      
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    10.           Adjustments.

     

     

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

     

     

    10.1           Changes in
Capitalization.  Subject to any required action by the
shareholders of the Company, the number of Shares covered by each outstanding
Award, and the number of Shares which have been authorized for issuance under
the Plan but as to which no Options or other Award have yet been granted or
which have been returned to the Plan upon cancellation or expiration of an
Option or other Award, as well as the price per Share covered by each such
outstanding Option, shall be proportionately adjusted for any increase or
decrease in the number of issued Shares resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Shares, or
any other increase or decrease in the number of issued Shares effected without
receipt of consideration by the Company.  The conversion of any
convertible securities of the Company shall not be deemed to have been “effected
without receipt of consideration.”  Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and
conclusive.  Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of Shares subject to an Option or
other Award.

     

    


     

    10.2              Merger,
Acquisition, or Asset Sale.

     

    10.2              Merger,
Acquisition, or Asset Sale.

     

     

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

     

     

    (b) For
the purposes of this Section 10.2, an Option shall be considered assumed or
substituted if, following a Transaction, the option confers the right to
purchase or receive, for each Share subject to the Option immediately prior to
the Transaction, the consideration (whether stock, cash, or other securities or
property) received in the merger or sale of assets by holders of Shares of the
Company for each Share held on the effective date of the Transaction (or the
equivalent in value to the type of consideration and/or any combination thereof
determined by the Administrator, at its sole discretion).

     

    
      
        
        

      

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

     

     

    (d)                It
is the intention that the Administrator’s authority to make determinations,
adjustments and clarifications in connection with the treatment of Awards shall
be interpreted as widely as possible, to allow the Administrator maximal power
and flexibility to interpret and implement the provisions of the Plan in the
event of  Transaction, provided that the Administrator shall determine
in good faith that a Participant’s rights  are not thereby adversely
affected without the Participant’s express written consent.

     

     

    11.           Non-Transferability
of Options and Shares.

     

     

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

     

     

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

     

     

    12.           Term
and Amendment of the Plan.

     

     

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

     

     

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

     

    
      
        
        

      

      
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    13.           Term of Option.

     

     

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

     

     

    14.           Continuance of
Engagement.

     

     

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

     

     

    15.           Governing
Law.

     

     

    The Plan
and all instruments issued thereunder or in connection therewith, shall be
governed by, and interpreted in accordance with, the laws of the State of
Delaware, except as otherwise required to comply with relevant laws and
restrictions in a specific jurisdiction in which grants are made.

     

     

    15.           Application of
Funds.

     

     

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

     

     

    16.           Taxes.

     

     

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

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

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

     

     

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

     

    


     

    17. Legal
Compliance                                                      

     

    Shares
shall not be issued pursuant to the exercise of an Option or with respect to any
other Award  unless the exercise of such Option or grant of such Award
and the issuance and delivery of such Shares shall comply with applicable laws
and shall be further subject to the approval of counsel for the Company with
respect to such compliance. The inability of the Company to obtain authority
from any regulatory body having jurisdiction, which authority is deemed by the
Company’s counsel to be necessary to the lawful issuance and sale of any Shares
hereunder, shall relieve the Company of any liability in respect of the failure
to issue or sell such Shares as to which such requisite authority shall not have
been obtained.

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    18. Miscellaneous.

     

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

    


    


    *                      *                      *

    
 

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      APPENDIX  –
ISRAELI TAXPAYERS

      


      BIOCANCELL
THERAPEUTICS INC.

      


      GLOBAL
SHARE INCENTIVE PLAN (2006)

      


       

      
        	
                1.  

              	
                Special Provisions for
      Israeli Taxpayers

              


      

       

       

      1.1           This
Appendix (the “Appendix”) to the BioCancell
Therapeutics Inc. Global Share Incentive Plan (2006)  (the “Plan”) is effective as of
_________, 2006 (the “Effective
Date”).

       

       

      1.2           The
provisions specified hereunder apply only to persons who are deemed to be
residents of the State of Israel for tax purposes, or are otherwise subject to
taxation in Israel with respect to Awards.

       

       

      1.3           This
Appendix applies with respect to Awards granted as Options or Shares under the
Plan. The purpose of this Appendix is to establish certain rules and limitations
applicable to Options and Shares that may be granted or issued under the Plan
from time to time, in compliance with the securities and other applicable laws
currently in force in the State of Israel.  Except as otherwise
provided by this Appendix, all grants made pursuant to this Appendix shall be
governed by the terms of the Plan.  This Appendix is applicable only
to grants made after the Effective Date. This Appendix complies with, and is
subject to the ITO and Section 102.

       

       

      1.4           The
Plan and this Appendix shall be read together. In any case of contradiction,
whether explicit or implied, between the provisions of this Appendix and the
Plan, the provisions of this Appendix shall govern.

       

       

      
        	
                2.  

              	
                Definitions

              


      

       

       

      Capitalized
terms not otherwise defined herein shall have the meaning assigned to them in
the Plan. The following additional definitions will apply to grants made
pursuant to this Appendix:

       

       

      “3(i) Option” means an Option
which is subject to taxation pursuant to Section 3(i) of the ITO which has been
granted to any person who is not an Eligible 102 Participant.

       

       

      “102 Capital Gains Track” means
the tax alternative set forth in Section 102(b)(2) of the ITO pursuant to which
income resulting from the sale of Shares derived from Options is taxed as a
capital gain.

       

       

      “102 Capital Gains Track Grant”
means a 102 Trustee Grant qualifying for the special tax treatment under the 102
Capital Gains Track.

       

       

      “102 Ordinary Income Track”
means the tax alternative set forth in Section 102(b)(1) of the ITO pursuant to
which income resulting from the sale of Stock derived from Options is taxed as
ordinary income.

       

       

      “102 Ordinary Income Track
Grant” means a 102 Trustee Grant qualifying for the ordinary income tax
treatment under the 102 Ordinary Income Track.

       

       

      “102 Trustee Grant” means an
Award of Options or Shares granted pursuant to Section 102(b) of the ITO and
held in trust by a Trustee for the benefit of the Participant, and includes both
102 Capital Gains Track Grants and 102 Ordinary Income Track
Grants.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Affiliate” means any
“employing company” within the meaning of Section 102(a) of the
ITO.

       

       

      “Controlling Shareholder” means
a “controlling shareholder” within the meaning of Section 32(9) of the
Ordinance, currently defined as an individual who prior to the grant or as a
result of the grant or exercise of any Award, holds or would hold, directly or
indirectly, in his name or with a relative (as defined in the Ordinance) (i) 10%
of the outstanding shares of the Company, (ii) 10% of the voting power of the
Company, (iii) the right to hold or purchase 10% of the outstanding equity or
voting power, (iv) the right to obtain 10% of the “profit” of the Company (as
defined in the Ordinance), or (v) the right to appoint a director
of  the Company.

       

       

      “Election” means the Company's
choice of the type (as between capital gains track or ordinary income track) of
102 Trustee Grants it will make under the Plan, as filed with the
ITA.

       

       

      “Eligible 102 Participant”
means a person who is employed by the Company or its Affiliates, including an
individual who is serving as a director or an office holder, who is
not  a Controlling Shareholder.

       

       

      “Fair Market Value” shall mean
with respect to 102 Capital Gains Track Grants only, for the sole purpose of
determining tax liability pursuant to Section 102(b)(3) of the ITO, if at the
date of grant the Company’s shares are listed on any established stock exchange
or a national market system or if the Company’s shares will be registered for
trading within ninety (90) days following the date of grant, the fair market
value of the Shares at the date of grant shall be determined in accordance with
the average value of the Company’s shares on the thirty (30) trading days
preceding the date of grant or on the thirty (30) trading days following the
date of registration for trading, as the case may be.

       

       

      “ITA” means the Israeli Tax
Authorities.

       

       

      “ITO” means the Israeli Income
Tax Ordinance (New Version) 1961 and the rules, regulations, orders or
procedures promulgated thereunder and any amendments thereto, including
specifically the Rules, all as may be amended from time to time.

       

       

      “Non-Trustee Grant” means an
Award granted to an Eligible 102 Participant pursuant to Section 102(c) of the
ITO and not held in trust by a Trustee.

       

       

      “Option” means an Option
granted pursuant to the terms and conditions of the Plan and this
Appendix.

       

       

      “Required Holding Period” means
the requisite period prescribed by the ITO and the Rules, or such other period
as may be required by the ITA, with respect to 102 Trustee Grants, during which
Options or Shares granted by the Company must be held by the Trustee for the
benefit of the person to whom it was granted.  Currently, the Required
Holding Period for 102 Capital Gains Track Grants is 24 months from the date of
grant of the Options.

       

       

      “Rules” means the Income Tax
Rules (Tax benefits in Stock Issuance to Employees) 5763-2003.

       

       

      “Section 102” shall mean the
provisions of Section 102 of the ITO, as amended from time to time, including by
the Law Amending the Income Tax Ordinance (Number 132), 2002, effective as of
January 1, 2003 and by the Law Amending the Income Tax Ordinance (Number 147),
2005.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      "Shares" means shares of Stock,
including Restricted or Unrestricted Stock or shares of Stock issued upon
exercise of Stock Options.

       

       

      “Trustee” means a person or
entity designated by the Board to serve as a trustee and approved by the ITA in
accordance with the provisions of Section 102(a) of the ITO.

       

       

      
        	
                3.  

              	
                Types of Awards and
      Section 102 Election

              


      

       

       

      3.1           Awards
made pursuant to Section 102, whether as grants of Options or as issuances of
Shares under the Plan, shall be made pursuant to either (a) Section 102(b)(2) of
the ITO as 102 Capial Gains Track Grants or (b) Section 102(b)(1) of the ITO as
102 Ordinary Income Track Grants. The Company’s Election regarding the type of
102 Trustee Grant it chooses to make shall be filed with the ITA. Once the
Company has filed such Election, it may change the type of 102 Trustee Grant
that it chooses to make only after the passage of at least 12 months from the
end of the calendar year in which the first grant was made in accordance with
the previous Election, in accordance with Section 102. For the avoidance of
doubt, such Election shall not prevent the Company from granting Non-Trustee
Grants to Eligible 102 Participants at any time.

       

       

      3.2           Eligible
102 Participants may receive only 102 Trustee Grants or Non-Trustee Grants under
this Appendix.  Participants who are not Eligible 102
Participants  may be granted only 3(i) Options under this
Appendix.

       

       

      3.3           No
102 Trustee Grants may be made effective pursuant to this Appendix until 30 days
after  the requisite filings required by the ITO and the Rules have
been made with the ITA.

       

       

      3.4           The
option agreement or documents evidencing the Options granted or Shares issued
pursuant to the Plan and this Appendix shall indicate whether the grant is a 102
Trustee Grant, a Non-Trustee Grant or a 3(i) Grant; and, if the grant is a 102
Trustee Grant, whether it is a 102 Capital Gains Track Grant or a 102 Ordinary
Income Track Grant.

       

       

      
        	
                4.  

              	
                Terms And Conditions
      Of 102 Trustee Options

              


      

       

       

      4.1           Each
102 Trustee Grant  will be deemed granted on the date stated in a
written notice by the Company, provided that effective as of such date (i) the
Company has provided such notice to the Trustee and (ii) the Participant has
signed all documents required pursuant to this Section 4.

       

       

      4.2           Each
102 Trustee Grant granted to an Eligible 102 Participant and each certificate
for shares of Stock acquired pursuant to the exercise of an Option or issued
directly as Shares shall be issued to and registered in the name of a Trustee
and shall be held in trust for the benefit of the Participant for the Required
Holding Period. After termination of the Required Holding Period, the Trustee
may release such Option and any such Shares, provided that (i) the Trustee has
received an acknowledgment from the Israeli Income Tax Authority that the
Eligible 102 Participant has paid any applicable tax due pursuant to the ITO or
(ii) the Trustee and/or the Company or its Affiliate withholds any applicable
tax due pursuant to the ITO. The Trustee shall not release any 102 Trustee
Options or shares issued upon exercise of such Option prior to the full payment
of the Eligible 102 Participant’s tax liabilities.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      4.3           Each
102 Trustee Grant (whether a 102 Capital Gains Track Grant or a 102 Ordinary
Income Track Grant, as applicable) shall be subject to the relevant terms of
Section 102 and the ITO, which shall be deemed an integral part of the 102
Trustee Option and shall prevail over any term contained in the Plan, this
Appendix or any agreement that is not consistent therewith. Any provision of the
ITO and any certificates or rulings of the ITA not expressly specified in this
Appendix or Option Agreement which are necessary to receive or maintain any tax
benefit pursuant to the Section 102 shall be binding on the Eligible 102
Participant. The Trustee and the Eligible 102 Participant granted a 102 Trustee
Grant shall comply with the ITO, and the terms and conditions of the Trust
Agreement entered into between the Company and the Trustee. For avoidance of
doubt, it is reiterated that compliance with the ITO specifically includes
compliance with the Rules. Further, the Eligible 102 Participant agrees to
execute any and all documents which the Company or the Trustee may reasonably
determine to be necessary in order to comply with the provision of any
applicable law, and, particularly, Section 102.

       

       

      4.4           During
the Required Holding Period, the Eligible 102 Participant shall not require the
Trustee to release or sell the Options or Shares and other shares received
subsequently following any realization of rights derived from Shares or Options
(including stock dividends) to the Eligible 102 Participant or to a third party,
unless permitted to do so by applicable law. Notwithstanding the foregoing, the
Trustee may, pursuant to a written request and subject to applicable law,
release and transfer such Shares to a designated third party, provided that both
of the following conditions have been fulfilled prior to such transfer:
(i) all taxes required to be paid upon the release and transfer of the
shares have been withheld for Transfer to the tax authorities 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, the Plan, any applicable agreement  and
any applicable law.  To avoid doubt such sale or release during the
Required Holding Period will result in different tax ramifications to
the  Eligible 102 Participant under Section 102 of the ITO and the
Rules and/or any other regulations or orders or procedures promulgated
thereunder, which shall apply to and shall be borne solely by such Eligible 102
Participant.

       

       

      4.5           In
the event a stock dividend is declared and/or additional rights  are
granted  with respect to Shares which derive from Awards granted as
102 Trustee Grants, such dividend and/or rights shall also be subject to the
provisions of this Section 4 and the Required Holding Period for
such  shares and/or rights shall be measured from the commencement of
the Required Holding Period for the Award with respect to which the dividend was
declared and/or rights granted.  In the event  of a cash
dividend on Shares, the Trustee shall transfer the dividend proceeds to the
Eligible 102 Participant after deduction of taxes and mandatory payments in
compliance with applicable withholding requirements.

       

       

      4.6           If
an Option granted as a 102 Trustee Grant is exercised during the Required
Holding Period, the Shares issued upon such exercise shall be issued in the name
of the Trustee for the benefit of the Eligible 102 Participant. If such an
Option is exercised after the Required Holding Period ends, the Shares issued
upon such exercise shall, at the election of the Eligible 102 Participant,
either (i) be issued in the name of the Trustee, or (ii) be transferred to the
Eligible 102 Participant directly, provided that the Participant first complies
with all applicable  provisions of the Plan.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                5.  

              	
                Assignability

              


      

       

       

      As long
as Options or Shares are held by the Trustee on behalf of the Eligible 102
Participant, all rights of the Eligible 102 Participant over the shares are
personal, can not be transferred, assigned, pledged or mortgaged, other than by
will or laws of descent and distribution.

       

       

      
        	
                6.  

              	
                Tax
      Consequences

              


      

       

       

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

       

       

      6.2           With
respect to Non-Trustee Grants, if the Participant ceases to be employed by the
Company or any Affiliate, the Eligible 102 Participant shall extend to the
Company and/or its Affiliate a security or guarantee for the payment of tax due
at the time of sale of Shares to the satisfaction of the Company, all in
accordance with the provisions of Section 102 of the ITO and the
Rules.

       

       

      
        	
                7.  

              	
                Governing Law and
      Jurisdiction

              


      

       

      Notwithstanding
any other provision of the Plan, with respect to Participants subject to this
Appendix, the Plan and all instruments issued thereunder or in connection
therewith shall be governed by, and interpreted in accordance with, the laws of
the State of Israel applicable to contracts made and to be performed
therein.

      


      *           *           *

      


      
        
          
          

        

        
          5